A “conflict of interest” occurs when an associate’s private interest interferes in any way or even appears to interfere with the interests of Danaher.
The existence of a real or potential conflict of interest is not necessarily a violation of our Code. However, continuing to work for Danaher in any role, or participating in any decision, that involves that conflict of interest without disclosing it is a violation.
For questions and disclosures regarding conflicts of interest, please contact the Legal Department.
Disclosures and Approval
Associates are prohibited from working for Danaher in any role, or participating in any decision, that involves a conflict of interest, unless the conflict has been escalated and fully disclosed to the associate's manager, that manager has approved the proposed activity, and the associate follows any special procedures required by the manager to mitigate the conflict.
In addition, Operating Company L1 Associates with potential conflicts must also receive written approval from the applicable Platform General Counsel or Platform Chief Compliance Officer, and Platform and Danaher Corporation Associates must receive written approval from the Danaher Corporation General Counsel or the Danaher Corporation Chief Ethics and Compliance Officer.
It is not possible to list every situation that could present a conflict, but there are certain situations where conflicts are more common. Being able to recognize a potential conflict can help you avoid one. Below are some common examples and guidance:
Outside employment – You must not create any business or work for any company other than Danaher or Danaher companies, that competes with or intends to compete with Danaher or that interferes with your work at Danaher. You should also be sure to receive written approval from the Legal Department before agreeing to serve on a Board for any for-profit organization.
Board service – Associates may not serve on the board of directors of any for-profit, non-Danaher company, unless approved in advance by the Danaher Corporation Executive Vice President with responsibility for the associate's business/operating company, or in the case of a Danaher Corporation, an Executive Vice President, the Danaher General Counsel and Chief Ethics and Compliance Officer.
Financial Interests – It may be a conflict if you, a close friend, or an immediate family member holds a financial interest in a company that does business with, or could otherwise affect, Danaher business.
Close personal relationships – Working with relatives and others with whom you have close personal relationships may present a conflict of interest. You should not supervise immediate family members or have an immediate family member indirectly reporting to you unless the situation has been reviewed and approved by HR. In all other cases, please consult with your manager or HR for guidance.
Business opportunities – Never take personal advantage of information and business opportunities that you learn about through your work at Danaher, nor should you share such information with anyone else for their own personal benefit. These opportunities belong to Danaher. Specifically, associates may not:
- Take opportunities that are discovered through the use of Danaher property, information or position for themselves.
- Use Danaher property, information, or position for personal gain.
- Compete with Danaher.
Business Opportunities – Special Considerations for Non-Employee Directors
Pursuant to Section 122(17) of the Delaware General Corporate Law, Danaher Corporation’s Board of Directors has adopted the following separate policy on corporate opportunity for non-employee directors who serve on the board of directors of Danaher Corporation (“outside directors”).
Danaher Corporation renounces any interest or expectancy in, or in being offered any opportunity to participate in, and the director shall have no obligation to communicate, offer or present to Danaher Corporation, any opportunity to engage in a business activity of which an outside director becomes aware, unless the outside director becomes aware of such opportunity either:
(i) In connection with the performance of his or her functions as a director of Danaher Corporation, or under circumstances that should reasonably lead the outside director to believe that the person offering the opportunity expects it to be offered to Danaher Corporation or a subsidiary of Danaher Corporation, or
(ii) Through the use of information or property of Danaher Corporation or a subsidiary thereof, if the resulting opportunity is one that the outside director should reasonably be expected to believe would be of interest to Danaher Corporation or a subsidiary thereof.
Be proactive, and whenever possible, avoid situations that can lead to even the appearance of a conflict of interest. If you find yourself in a potential conflict of interest situation, talk with your manager.
I own widely traded mutual funds and they include investments in some of our competitors and other companies that we do business with. Is this a conflict?
It is very unlikely that this would be a conflict. It is not a conflict of interest as long as your interest is limited to ownership of publicly traded securities (such as common stock or preferred stock) which constitute less than two percent of the applicable class. In addition, since your investment is through a widely traded mutual fund, you are not in a position to influence any decisions made by the other companies.
I am not sure what is meant by the term "immediate family member"? Do conflicts of interest include people I have close personal relationships with as well as actual relatives?
When we refer to "immediate family member" we include spouses, domestic partners, children, stepchildren, parents, stepparents, siblings, in-laws and any other people related to you who live in the same home. More generally, our conflicts of interest policy is meant to cover any close relationships that may create an actual or apparent conflict of interest. While it is impossible to anticipate every circumstance, you should be concerned if any activity or relationship interferes — or could be perceived by others to interfere — with your objectivity. If you have any concern at all about any personal relationship, raise it with your manager.
A colleague’s son has just joined our team. Is this allowed?
Generally, relatives can work in the same team or operating unit, provided the relationship is disclosed and appropriately approved by your manager. However, if an immediate family member is in a position to hire, supervise or influence the management or compensation of another relative, that constitutes a conflict of interest that must be disclosed to HR and addressed as described above.