All employees and others working for Dow are expected to avoid personal activities and financial interests that could conflict with their company responsibilities.
The Dow Board adopted a Code of Conduct for all employees, directors and officers and a Code of Financial Ethics on April 1, 2019. (Refer to Ethics & Compliance: Values, Principles, Standards here and Norms of Behavior and Mechanisms for Advice and Concerns about Ethics here for additional details.) All Dow directors, officers and employees are expected to be familiar with the Dow Code of Conduct and to apply it in the daily performance of their responsibilities. The Code of Financial Ethics is applicable to the principal executive officer, principal financial officer, principal accounting officer and controller.
The Governance Committee has responsibility for annually reviewing the relationships between directors, Dow and members of management and recommending to the Board whether each director qualifies as “independent” under the applicable rules of the New York Stock Exchange and the company’s Corporate Governance Guidelines. The process for onboarding new directors also includes an orientation process that provides guidance on how to fulfill their duties as a member of the Dow Board. See here for more details about director onboarding.
All Dow directors, officers and employees are required to complete an annual ethics and compliance certification, which includes questions concerning potential conflicts of interest. All responses are reviewed by the Office of Ethics and Compliance. When an actual or apparent conflict is disclosed, action is taken to appropriately mitigate risk. In 2020, the certification process was rolled out to global employees during the fourth quarter. Conflicts of interest were reviewed on a case-by-case basis, and investigations were conducted into any alleged conflicts of interest that potentially violated the Code.
Dow employees always can report concerns about potential conflicts of interest directly to the Office of Ethics and Compliance for appropriate action. Dow discloses public company board memberships, supplier/purchaser relationships and related party disclosures in relevant SEC filings, including the Proxy Statement and the Forms 10-K and 10-Q, as appropriate.