Dow (“Dow” or the “Company”) has a zero-tolerance policy towards bribery and corruption and is committed to observing the highest possible ethical conduct in its operations around the world. Dow’s long-standing commitment to ethics and integrity is a core value of our Company. At all times, Dow requires employees and its affiliates to act in adherence with Dow’s Code of Conduct (“Code”), Dow’s associated underlying policies and the law.
Dow’s Anti-Bribery & Anti-Corruption Policy (“Policy”) outlines the importance of doing business in the right way, maintaining accurate books and records, and how to seek advice and report potential violations, if any. It also clearly determines expectations towards all directors, officers, and full and part-time employees of Dow, including all wholly owned subsidiaries and all other subsidiaries and joint ventures that adopt the Code, when interacting with governments, government officials and other businesses.
A summary of the Policy is as follows:
- Dow is committed to complying with laws that prohibit bribery, such as the US Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act (“Bribery Act”), state anti-bribery laws, and the anti-bribery and anti-corruption laws of any of the other countries in which Dow operates.
- Dow strictly prohibits bribery (including kickbacks) or corruption in any form. Dow strictly prohibits facilitating payments. This prohibition applies equally to public and private sector bribery, and to all bribery involving government officials, whether foreign or domestic. Accordingly, this prohibition means that no one subject to the Policy, directly or indirectly, can:
- Offer, promise, make, give, or authorize any payment, or anything else of value, to any other person or organization, with the intent to exert improper influence over the recipient, induce the recipient to violate his or her duties, secure an improper advantage for Dow or any Dow wholly owned subsidiary, or improperly reward the recipient for past conduct;
- Request, solicit, agree to receive, or accept a bribe, kickback, or any other improper financial or other advantage from anyone.
- No payment may be made or promised to a third party (i.e., any entity external to Dow) except in exchange for legitimate services.
- Dow employees may not use personal funds or other items of value to accomplish what is otherwise prohibited by the Policy.
- Dow employees are prohibited from circumventing Dow’s policies by using a third party to do what Dow could not lawfully do itself.
- Dow is committed to maintaining a system of strong internal accounting controls.
- Dow has a robust global risk-based Anti-Corruption Due Diligence Process (“ACDD Process”) established to conduct due diligence on third parties based on risk-profile. All employees serving as relationship managers to third party intermediaries are required to fully and timely comply with the ACDD Process, which is a mandatory process and must be completed prior to establishing or renewing business arrangements. The results of the ACDD Process are used by Dow to determine the next steps, from mitigation plans up to the non-start or non-continuity of the business relationship.
- No person subject to the Policy will suffer adverse consequences for refusing to engage in any of the above referenced conduct, even if doing so results in the loss of business opportunities.
- In recognition of the critical role that organizational “Tone at the Top” and “Tone in the Middle” play in building an ethical culture, all Dow leaders are expected to create and maintain a culture in their organizations in which all employees understand that any form of bribery or corruption is unacceptable and that they all understand what Dow expects from them.
- Dow leaders must encourage reporting and training about the bribery and corruption risks faced by employees in their organizations.
- Rewarding ethical behavior and promptly intervene to stop unethical behavior.
- Encourages employees to speak up at the appearance of impropriety or concerning potential compliance issues without fear of retaliation.
- All employees, including Dow leaders, must:
- Ensure that Dow makes and keeps books, records, and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company.
- Completely and accurately record all transactions, including those involving third parties and government officials, regardless of the amount involved and consistent with other Dow policies.
- Report any concerns about the accuracy of Dow records.
- Observe and comply with other Dow policies, such as those related to Gifts and Entertainment, Political Contributions, Charitable Contributions, and Travel and Expense Reporting.
Dow’s Compliance and Reporting Process
Our position includes acting to promptly report any conduct inconsistent with the Code, our Values or the law. All reports of misconduct are taken seriously and are treated confidentially, consistent with a full and fair inquiry. In the event an employee or other interested party has any concerns, we have several processes in place to report, investigate, and resolve these matters.
Any report of inappropriate conduct under Dow’s Anti-Bribery & Anti-Corruption Policy will be taken seriously, promptly reviewed, and appropriately investigated consistent with the global investigation process and the requirements of any applicable laws, directives, and regulations.
Employees and other interested parties can seek advice and report potential violations by telephone or in writing via the internet. The Dow EthicsLine is a toll-free help line, available 24 hours a day, 7 days a week that is also available in multiple languages. The list of toll-free telephone numbers available by location is available at www.dowethicsline.com. Translation services are available if you prefer to speak in your native language. The communications specialists who answer your call are employed by an independent company and are trained to handle your call confidentially. In some countries, you may call the Dow EthicsLine anonymously if you prefer.
The Dow EthicsLine is also available in multiple languages on the web for individuals who may be more comfortable reporting their concerns in writing. The same confidentiality safeguards that are in place for telephone reporting are also applicable for written reports. Alternatively, you can call the Office of Ethics and Compliance directly at +1-989-636-2544. Emails may be directed to Ethics@Dow.com. Dow employees can also report to a Dow Attorney.