Codes and Policies

Applicable to the Chief Executive Officer, Chief Financial Officer, Controller and Other Employees with Important Roles in the Financial Reporting Process

Pall requires ethical conduct in the practice of financial management throughout its worldwide organization.  The individuals subject to this Financial Code of Ethics (“Code”) have an important role in financial compliance and governance.  They are uniquely positioned and empowered to ensure that the interests of the Company and its stockholders are appropriately balanced, protected and preserved.  In addition to the Pall Code of Ethical Behavior applicable to all employees, this Code provides principles that these officers and managers must adhere to and advocate concerning financial management.

The individuals subject to this Code will:

1. act at all times with honesty, integrity and independence, avoiding actual or apparent conflicts of interest between personal and professional relationships.
2. discuss with the Corporate Compliance and Ethics Officer, or, in the case of the Chief Executive Officer, with the Chairman of the Audit Committee and the Corporate Compliance and Ethics Officer, in advance, any transaction that reasonably could be expected to give rise to a conflict of interest.
3. provide full, fair, accurate, timely and understandable financial disclosures in internal reports as well as all reports and other documents that are filed or submitted by the Company to the Securities and Exchange Commission, any other regulatory body or used in other public communications.
4. comply with all applicable governmental laws, rules and regulations.
5. follow and enforce this Code.
6. formally and promptly communicate any suspected breach of this Code directly to the Corporate Compliance and Ethics Officer (516-801-9709) or on a confidential basis, which may be done anonymously, through the Company provided Hotline (800-932-5378).

 

 

Violation of this Code will result in disciplinary action up to and including termination of employment from the Company.

Any employee of the Company may submit a good faith concern or complaint (“Complaints”) regarding accounting, financial reporting, internal accounting controls or auditing matters (“Financial Matters”) to the Company without fear of dismissal or retaliation of any kind.  The Company is committed to achieving compliance with all applicable securities laws and regulations, including those related to Financial Matters.  The Company’s Audit Committee of the Board of Directors (“Audit Committee”) will oversee treatment of employee Complaints in this area.

In order to facilitate the reporting of employee Complaints in a confidential and anonymous manner, the Audit Committee has established the following procedures for the receipt, retention and treatment of Complaints regarding Financial Matters.

Submission of Employee Complaints

• Employees may forward Complaints regarding Financial Matters on a confidential basis, which may be done anonymously, to the Corporate Compliance and Ethics Officer through a Company provided hotline called the Alert Line: 800-932-5378.
• Additionally, employees with Complaints regarding Financial Matters may report their concerns on a confidential basis directly to the Corporate Compliance and Ethics Officer of the Company at (516) 801-9709.

Scope of Matters Covered by These Procedures

These procedures relate to employee Complaints concerning any questionable Financial Matters, including, without limitation, the following:

• fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company;
• fraud or deliberate error in the recording and maintaining of financial records of the Company;
• deficiencies in or noncompliance with the Company’s internal accounting controls;
• misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company; or
• deviation from full and fair reporting of the Company’s financial position and results of operations.

 

 

Treatment of Complaints

• Upon receipt of a Complaint either from the hotline or directly, the Corporate Compliance and Ethics Officer will (i) determine whether the Complaint actually pertains to Financial Matters and (ii) when possible, acknowledge receipt of the Complaint to the sender.
• The Corporate Compliance and Ethics Officer will promptly report any complaints pertaining to Financial Matters to the Audit Committee Chairperson.
• Complaints relating to Financial Matters will be reviewed under Audit Committee direction by the Corporate Compliance and Ethics Officer and such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.
• Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee.

 

Reporting and Retention of Complaints and Investigations

• The Compliance and Ethics Officer will maintain a log of all Complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for the Audit Committee. Copies of Complaints and such log will be maintained in accordance with the Company’s document retention policy.

No Retaliation

• The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of Complaints regarding Financial Matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002.

1.  Introduction

The Board of Directors of Pall Corporation (“Board”) has adopted this Code of Business Conduct and Ethics for Directors of Pall Corporation (“Code”).

This Code is intended to provide guidance to Directors to help them recognize and deal with ethical issues, provide mechanisms to report possible compliance issues and foster a culture of honesty and accountability.  Each Director is expected to comply with the letter and spirit of this Code.  Good common sense is the best guide.

No code can anticipate every situation that may arise.  Therefore, this Code is intended to serve as a source of guiding principles for Directors.  Directors are expected to bring questions about particular circumstances that may be relevant to provisions of this Code to the attention of the Chairman of the Board. The Chairman may consult with the Company’s Corporate Compliance Officer and inside or outside legal counsel as appropriate.

Directors who also serve as officers of Pall Corporation (“Company”) should read this Code in conjunction with the Pall Corporation Code of Ethical Behavior.

2.  Conflict of Interest

Directors must avoid any conflicts of interest between themselves and the Company.  If a Director believes he or she has an actual or potential conflict of interest with the Company, the Director shall notify the Chairman of the Board as promptly as practicable and shall not participate in any decision by the Board that in any way relates to the matter that gives rise to the conflict of interest. 

A “conflict of interest” can occur when a Director’s personal interest interferes in any way – or even appears to interfere with – the interests of the Company. A conflict situation can arise when a Director takes actions or has interests that may make it difficult to perform his or her work as a Company Director objectively and effectively.  Conflicts of interest also arise when a Director, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position as a Director of the Company.  “Immediate family” includes a Director’s spouse, parents, children, siblings, mothers-in-law and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such Director’s home.

3.  Corporate Opportunities

Directors are prohibited from (a) taking for themselves opportunities that are discovered through the use of Company property, information or position, (b) using Company property, information or position for personal gain, and (c) competing with the Company for business opportunities.

4.  Confidentiality

Directors shall maintain during his or her term of office, and after leaving the Board, the confidentiality of confidential information entrusted to them by the Company and any other confidential information about the Company that comes to them, except when disclosure is authorized by the Chairman of the Board or Lead Director or legally mandated.  For purposes of this Code, “confidential information” includes all nonpublic or proprietary information relating to the Company.

5.  Compliance with Laws, Rules and Regulations

Directors shall comply with laws, rules and regulations applicable to them as Directors of the Company.

6.  Competition and Fair Dealing

Directors shall endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees.  No Director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

7.  Protection and Proper Use of Company Assets

Directors shall not use Company assets, labor or information for their personal benefit or gain.

8.  Insider Trading

Directors shall not engage in transactions in Company stock (whether for their own account, for the Company’s account or otherwise) while in possession of material, nonpublic information and shall not communicate such information to third parties that may use such information in the decision to purchase or sell Company stock (“tipping”).  This policy also applies to information relating to any other company, including the Company’s customers and suppliers, that a Director obtains in the course of serving on the Board of Directors.  In addition to violating Company policy, insider trading and tipping are illegal.

Information may be material if there is a substantial likelihood that the information would affect the price of the Company stock or that a reasonable investor would consider the information significant in deciding whether to buy or sell the Company stock.  Such information includes information relating to capital structure, major management changes, contemplated acquisitions or divestitures, and information concerning earnings or other financial information.  Information is considered to be non-public if it has not been disclosed to the public.  Generally, information is considered disclosed to the public if it has been published in newspapers or the media, has been the subject of a press release or a public filing with the SEC and, in all cases, at least 48 hours has passed since the publication, release or filing.

9.  Compliance Procedures

Directors shall communicate any suspected violations of this Code, including any violation of law or governmental rule or regulation, promptly to the Chairman of the Board or the Company’s General Counsel.  Alleged violations shall be investigated by the Board or by a person or persons designated by the Board and appropriate action shall be taken in the event of any violations of the Code.

10.  Waivers

Waivers of this Code shall be granted only under exceptional circumstances.  A waiver of this Code may be made only by the Board, and must be promptly disclosed in accordance with applicable law and the requirements of the New York Stock Exchange Corporate Governance Standards.

11.  Annual Review

The Board shall review and reassess the adequacy of this Code annually and make any amendments to this Code that the Board deems appropriate.

 Pall Corporation Code of Ethical Behavior

 Pall Corporation Code of Conduct for Europe

 Pall Corporation Code of Conduct for Asia

Copyright Notice

© Copyright 2010 by Pall Corporation. All rights reserved.

Permission is granted to copy and distribute all documents and related graphics contained in this World Wide Web site subject to the following provisions:

1. The materials are for internal, personal, non commercial use.
2. Any copies of documents from this server must include the copyright notice as above.
3. This does not create a license to the user under any copyright, trademark, patent or other intellectual property right of Pall Corporation.

 

Trademark Notice

® The Pall Corporation name and logo and all related product and service names, design marks and slogans are the trademarks, service marks or registered trademarks of Pall Corporation. Other manufacturers' products contained on this WWW server are trademarks of their respective companies.

Forward-Looking Statements

The matters discussed on this website and in our webcasts contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current Company expectations and are subject to risks and uncertainties, which could cause actual results to differ materially. Statements about future performance, earnings projections, earnings guidance, management’s expectations about its future cash needs and effective tax rate, and other future events or developments are forward looking statements. Forward-looking statements are those that use terms such as “anticipate”, “should”, “believe”, “estimate”, “expect”, “intend”, “plan”, “predict”, “potential”, or similar expressions about matters that are not historical facts. Such risks and uncertainties include those discussed in our Annual Report on Form 10-K and other reports the Company files with the Securities and Exchange Commission, including, among others, the impact of the current economic environment, including the current credit market crisis, volatility in currency and energy costs and other macro-economic challenges currently affecting the Company, our customers and vendors and the economy of the United States and other parts of the world. The Company makes these statements as of the date of this disclosure and expressly disclaims any obligation to update them.

Management uses certain non-GAAP measurements to assess the Company’s current and future financial performance. The non-GAAP measurements do not replace the presentation of Pall’s GAAP financial results. These measurements provide supplemental information to assist management in analyzing the Company’s financial position and results of operations. The Company has chosen to provide this information to facilitate meaningful comparisons of past, present and future operating results and as a means to emphasize the results of ongoing operations.

Disclaimer

All of the information, text, graphics, and links provided on this WWW server are the property of Pall Corporation, provided by Pall Corporation expressly for the use of its customers. Pall Corporation does not warrant the accuracy, or completeness of the information, text, graphics, links, and other items contained on this WWW server.

If you should have any questions concerning legal issues contained in these terms and conditions, please contact the Pall Corporation Legal Department at (516) 484-5400.

Pall Corporation solves complex contamination problems. Every manufacturer, municipal water supplier, laboratory, hospital and blood center is a potential Pall customer. Collectively they share a need to be profitable, efficient and environmentally responsible producers of high-quality products. Contamination is their common enemy. Left undetected or unchecked, it can destroy high-value products, raise warranty costs, shut down plants, break governmental regulations, limit or slow innovation, and in certain markets, expose consumers to considerable health and safety risks. Its consequences can be measured in human terms as well as in hard dollars.

 We must ensure that health and safety are pursued with the same degree of commitment. All Pall employees from top management to each line employee must share this commitment.

The management of each operating unit has the responsibility of bringing this commitment into practice; they must cultivate a safety attitude in all the employees within their unit in order to demonstrate the health and safety of our personnel to be of prime importance. Pall management must ensure compliance to all health & safety regulations and to the corporate health & safety policies.

Pall Corporation's safety policy is aimed at preventing the exposure of employees, customers, and other visitors to our facilities to health or safety risks. Each Pall facility has implemented a plan to reduce the accident and lost time case rate with the long-term goal of achieving zero accidents and zero lost time cases. To accomplish this objective, all employees are expected to work diligently to maintain safe and healthful working conditions and to adhere to proper operating practices and procedures designed to prevent injuries and illnesses.  The responsibilities of all Pall personnel in this regard include:

1.   Exercising maximum care and awareness at all times to prevent accidents and injuries.

2.  Reporting to supervisors and seeking first aid for all injuries, regardless of how minor.

3. Reporting Near Misses and accidents to supervisors in a timely manner.

4.  Reporting unsafe conditions, equipment, or practices to supervisory personnel.

5.  Using safety or personal protective equipment.

6.  Notifying their supervisors, before the beginning of the workday, of any impairment or medication they are taking that may cause drowsiness or other side effects that could lead them to injure themselves or their co-workers.

Failure to follow the above policy will result in disciplinary action. Please consult your Supervisor or Facility Health & Safety Coordinator with questions. Unresolved concerns should be directed to the Vice President of Corporate Health, Safety, and Environmental Affairs.

____________________________
Robert Kuhbach
Senior Vice President, General Counsel & Corporate Secretary

 

 Pall Corporation Environmental Policy

Hiring Policy for Former Employees of Independent Audit Firm

   Pall Corporation Policy on Charitable Contributions 

 Pall Corporation Privacy Policy

SUPPLIERS GUIDE

INTRODUCTION

Dear Supplier,

As business people, we know that living up to or exceeding our customers’ expectations of quality and service requires a constant commitment, both from suppliers and from everybody within the Company.

Pall is committed to Quality through its product performance, its manufacturing systems and its people.

Our wide range of products; filter assemblies, separations systems, diagnostic devices, and oil purifiers are used to remove contaminants (solid, liquid or airborne) in a very broad range of markets and critical applications, from the use of filters for the Healthcare, Pharmaceutical, Food and Beverage industries, Semiconductors, Industrial Chemicals, to Hydraulics, Power generation and Aerospace applications.

All our manufacturing plants globally maintain internationally recognised Quality Approvals/Accreditations, in particular ISO9001, and are transitioning to ISO 9001:2000 certification.

We build quality into every process, from research and development to production, testing, distribution and after market support.

To endorse our commitment to service and quality, along with our reputation for customer satisfaction, our manufacturing plants also hold other specific Healthcare, Aerospace, Automotive and Industrial Sector Scheme Approvals such as FDA, FAR-145, JAR-145, JAR-21, ISO/TS 16949 etc. To further demonstrate our commitment to continual improvement, Pall will continue to maintain and develop these systems whilst additionally implementing ISO 14001 Environmental Management systems.

Our vision is to be a world class supplier in our chosen markets and to be the obvious first choice for all our customers’ filtration needs. We are committed to continuous improvement in all our business processes and activities, in order to deliver real benefits to our company, customers and suppliers.

Our expectations of our suppliers are equally demanding, we aim to work with profitable and financially stable companies who have a clear and consistent vision and synergy with our strategic business development and who also have a commitment to the development of people, to total quality and to continuous improvement, with the emphasis on providing the lowest total cost of ownership covering the supply and use of raw materials and services and where appropriate, to integrate their procedures with ours in order to eliminate further non-valve adding activities.

We believe this integration, which we refer to as the ‘supply chain’ concept, is fundamental to the achievement of our joint goals and is the best way to help secure the future for all of us.

Senior Corporate Vice President,Manufacturing

Vice President,Global Procurement

“With ever increasing global competition, we must continue to strive for excellence with innovative strategies and policies that fully involve and support our supplier base”.

The Procurement and Supply Policy of Pall Corporation is based on the concept of a single chain consisting of interdependent links joining our suppliers, our manufacturing processes and our customers. Fundamental to the strengths of these links is a solid supplier relationship. This ‘supply chain’ approach has been designed to meet the Company’s business needs into the future and is an extension of our commitment to providing the highest possible levels of Customer Satisfaction and Continual Improvement. This process aims to meet Pall’s requirements and those of our customers first time, every time.

In order for this policy to be successful we will encourage the development of mutually agreed business goals with our suppliers and over a period of time we will form even closer working relationships through confidence building founded on mutual trust, with the emphasis on problem prevention and continual improvement to provide the lowest total cost of ownership. We expect prospective suppliers to work with us to achieve this objective and thus welcome any suggestions that provide for our customers the highest levels of Quality, Service, and Delivery.

Procurement Principles
The aim of the Pall Procurement organisation is the effective and continuing supply of material and services to meet the demands of our manufacturing companies and our customers through the application of the following principles:

• The Pall Procurement organisation not only has the prime responsibility to control supplier contacts, but has the authority to negotiate and to contract for production materials, non-production materials, general consumable supplies and services, capital equipment and sub-contract work.
• The Pall Procurement organisation will work with the Quality function to organise the necessary Quality Management System assessment methodology and once approved, they are together accountable for supplier selection and the rating of suppliers in relation to their performance.
• The Pall Procurement organisation will always clearly state specific purchase requirements by means of an authorised Purchase Order and mutually agreed Purchase Specifications and Drawings.
• The Pall Procurement organisation pledges itself to conduct business in a manner, that will maintain good ethical relationships with its suppliers. Supplier quotations will be treated in confidence and an equal opportunity for new requirements extended to all suppliers for the presentation of their products and services.
• The Pall Procurement organisation in accordance with the Pall Code of Business Conduct, cannot accept gifts, gratuities or entertainment, as this could be construed as attempting to influence relationships. The same principle applies to all Pall employees.
• The Pall Procurement organisation will seek assistance from suppliers at all appropriate opportunities in order to contribute to the Continual Improvement in the quality of Pall products.
• The Pall Procurement organisation will deal only with suppliers who are willing and able to meet our requirements.
• The Pall Procurement organisation will seek to create a sound teamworking environment with our suppliers.
• The Pall Procurement organisation will give preference for the supply of goods and services to those suppliers who have achieved the Pall approved status whilst consistently maintaining an outstanding performance rating.

Supplier Approval and Assessment Policy

The development of a new source of supply is an undertaking of considerable magnitude. New suppliers with an unproven performance record will be required to demonstrate that they can provide an outstanding ‘Quality, Cost and Delivery’ (QCD) package.

As the Pall Corporation production procurement requirements are based on many common and international procurement specifications, a supplier to a particular Pall facility could become a world-wide supplier to other Pall locations.

Before this can become a reality, a full evaluation of the supplier will be made. Procurement performance at Pall is measured by the success of suppliers and their ability to ensure the following:

• Leaders in their field, who add value and promote new successful designs, processes and technologies.
• Continuity of supply in a competitive market.
• Commitment to produce good quality product.
• A competitive pricing policy.
• On time delivery.
• Environmental awareness.
• Strong record of performance past and present.
• Flexible capacity.
• Financial stability.
• Good labour relations, and employee development programmes,
• Continuous improvement programmes.

Most items used in our manufacturing processes are purchased (except for certain filter media) and quotations are regularly invited from a wide selection of possible suppliers, but competitive bids do not guarantee that an order will be awarded to the lowest bidder. We recognise that price is only one component of total acquisition cost. Quality, delivery, Time-to-Market and after-sales service also have a significant effect upon value.

Pall, as a minimum, expects suppliers to meet the requirements of ISO9000 for Quality Management Systems and may require additional sector scheme Approvals for Healthcare, Aerospace, Automotive etc., as appropriate for particular purchase contracts. This standard may be supplemented as necessary by specific customer or regulatory requirement.

The approval process starts with the assessment of potential new suppliers to Pall. They will be sent a request to provide information on their management systems and capabilities and their responses will be evaluated by the relevant Pall Procurement and Quality functions. Dependant upon the type of product to be supplied, in many cases the reply will provide sufficient information and the supplier’s name will be added to Pall’s List of Approved Suppliers. In other cases Pall staff will make an assessment visit. The supplier will always be informed of Pall’s decision.

Some suppliers have either a significant volume of business with Pall or supply critical products or services, and with these suppliers we will move to the second stage of the process. Procurement and Quality representatives will visit the supplier and will carry out a more detailed assessment of the supplier’s systems and capabilities. They will require from the supplier an agreement on performance monitoring, and the signing of a confidentiality agreement. If this further assessment is successful, and the supplier’s performance continues to meet our defined requirements, the supplier will receive formal Pall recognition, which forms the basis of a partnership approach. The supplier’s deliveries to Pall will continue to be monitored and reported.

Those core and strategic suppliers who continue to excel will be invited to join with Pall in the final stage of the recognition and improvement process, this includes the formation of Cross Functional continuous Improvement Teams and the development of mutual Supplier Development Plans. The aim of these Plans is to make managing our joint activities easier and to provide the lowest total cost of ownership for both parties with a series of mutual goals and targets. Supported by a long term supply agreement.

Supplier Performance Monitoring

It is the policy of Pall Corporation to ensure maximum communication with their approved core and strategic suppliers. An integral part of this is the feed back of information gathered when goods and services are received by Pall, and through supplier performance programmes.

In return, Pall welcomes feed back from their supplier’s assessment of Pall’s performance.

The main focus areas for measuring supplier performance are the key elements of total cost of ownership, including:

(a) Quality
(b) Delivery
(c) Responsiveness
(d) Serviceability
(e) Technical Innovations.
(f) Price
(g) On-going Cost Reduction

In designing their Supplier Monitoring System Pall have tried to ensure that the efforts of good suppliers are clearly reflected in their Performance Rating.

Commodity Requirement Matrix (50 KB Microsoft Excel Spreadsheet)

For each of our products and services, we will meet the requirements of our customers in all areas of the world. We will always ask what can be done better - for our customers, our distributors, our suppliers, our shareholders, our employees and the general public. Our personal commitment is to continually advance our processes through measurable improvements.

 Pall Corporation Revised Notice of Privacy Practices for Comprehensive Welfare Benefits Plan, Cafeteria Plan - Health Care Account, and First Aid Office

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When you do link to the site, please contact the Pall Webmaster and let us know so that, if appropriate, we can offer a reciprocal link back to your site.

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At Pall Corporation, we intend to give you as much control as possible over your personal information. In general, you can visit pall.com without telling us who you are or revealing any information about yourself. There are times, however, when we may need information from you (such as your name and address) to be able to provide you with the information, service or product you have requested.

We do keep track of the domains from which people visit our site. We analyze this data for trends and statistics about site traffic. We also may use your IP address to help diagnose problems with our server, and to administer our Web site. Your IP address may be used to help identify you and your shopping cart and to gather broad demographic information.

We, or one of our business partners, may from time to time also ask for other personal information via the Internet. We may use this information to correspond with you to process an order or to provide you with a subscription to an online newsletter, for example.

If you tell us that you do not wish to have this information used as a basis for further contact with you, we will respect your wishes. Users may choose to opt-out of receiving future e-mail or mailings by e-mailing us at webmaster@pall.com.