Accounting
It is our policy to maintain accurate and complete accounting records,
and at all times accurately report our financial results.
If you are in any way involved with the maintenance of our accounting records or preparation of our
financial statements, you must ensure that all transactions are recorded and
reported in accordance with generally accepted accounting principles and comply
with our accounting policies and procedures, including our established system
of internal controls.
In addition to making and keeping accurate books, records and
accounts, it is also our policy to maintain a system of internal accounting
controls sufficient to provide reasonable assurances that:
transactions are executed in accordance with management's general or specific authorization;
transactions are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles, or any other criteria applicable
to such statements, and to maintain accountability for assets;
access to assets is permitted only in accordance with management's general or specific authorization; and
recorded accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken regarding differences.
We are committed to providing our investors with accurate, complete
and transparent financial information. All employees involved with recording
and reporting of financial transactions are expected to act at all times in
accordance with that objective. No accounting entry should ever be made to
disguise the true nature of any transaction.
All information provided to auditors, whether internal or
external, must be complete and accurate. We require that you cooperate fully
with our auditors in providing information they may request. Any confirmation
request received from the auditors of any of our customers or vendors must be
forwarded to the appropriate accounting personnel. For more information about
where to forward audit confirmation requests from our business partners, see
page 18 of this booklet. If you are an accounting employee responsible for
responding to audit confirmations from our business partners, you must always
ensure that our responses are accurate and complete.
Antitrust and Competition Law
Many routine business activities can present issues and challenges
under the antitrust laws. If you are involved with establishing our prices or
terms of sale, bidding for contracts, or dealing with customers, distributors
or suppliers, you are expected to be familiar with the antitrust laws
applicable to our business and will receive special antitrust compliance training.
Understanding and complying with antitrust laws is essential to our continued
success. At a minimum, you should never:
make any agreement with a competitor regarding pricing of our products in the
marketplace, pricing practices, bids, bidding practices, terms of sale or
marketing practices;
agree with a competitor to coordinate or allocate bids;
divide customers, markets or territories with a competitor;
agree with a competitor not to deal with another company;
attempt to control a customer's resale price;
illegally discriminate unfairly between customers regarding price or other terms;
illegally force a customer to buy one product in order to get another product; or
engage in any other unfair methods of competition or deceptive acts or practices
Our Legal Department can advise you on what conduct is or is not
permissible under the antitrust laws. Under the antitrust laws, a prohibited
agreement with a competitor or customer does not have to be a written contract
or involve an express commitment. A "nod and wink" tacit understanding or even
silent approval may be sufficient. Since we operate in a highly competitive
environment in which prices may be similar among competitors, it is important
to avoid even the appearance of an illegal agreement. Therefore, it is our policy that (unless it has been
approved by our Legal Department) you may not discuss with any competitor any
sensitive subject such as customer pricing, bids or bidding practices, costs,
production levels, selling strategies, terms or conditions of sale, market
shares, territories or customer lists. If, for turns to prohibited subjects,
you must not participate in the discussion. Instead, you should leave the
meeting, if necessary, and promptly report the incident to our Legal
Department. Similarly, you must never send or receive any information of a type
described above directly to or from a competitor.
Conflicts of Interest
You must always discharge your job responsibilities solely on the
basis of the Company's best interests, independent of any personal
considerations or relationships. Therefore, you must avoid any financial
interest or other business relationship (such as with a competitor, supplier or
customer of our Company) that may interfere with your effective job performance
or is adverse to the interests of our Company, except for any investment in an
insignificant amount of securities issued by a publicly traded company or an
investment or relationship that is approved (as described below). It is our
policy that you should avoid any financial or other business relationships that
would create even the appearance of conflicting loyalties or interests.
If you are an executive officer or director of Dean Foods Company,
you must report the conflict or potential conflict to our Legal Department in
order that the conflict may be considered by the Governance Committee of our
Board of Directors. If you are not an executive officer or director, you must
report an actual or potential conflict of interest to your supervisor for
consideration. Any such conflict or potential conflict will only be approved if
it is determined that it will not impair your ability to perform your duties in
the best interests of the Company.
Disclosure of Information About Our Company
It is our policy to comply with all applicable laws regarding
disclosure of information about our Company, including those that prohibit us
from making "selective disclosures." In order to ensure that all disclosures of
Company information (such as sales and earnings information and other
developments of importance to investors, regulators and the general public) are
complete, accurate and in full compliance with the law, it is our policy that
all such disclosures be made only through authorized persons. Unless you have
been specifically authorized to do so, you are strictly prohibited from
discussing Company affairs of the type described above with securities
analysts, media representatives, government officials or other outsiders.
Should any securities analyst, media representative, government official or
other outsider request an interview with you or seek any Company information
from you of a type described above, whether or not confidential or proprietary,
you should refer them to our Investor Relations Department or General Counsel.
You will find information about how to contact our Investor Relations
Department and General Counsel on page 18.
In order to avoid an inadvertent disclosure of confidential
information about our Company, you should avoid engaging in discussions about
important Company information in public places, unless such discussions are
conducted in a manner that would prevent others from learning the confidential
information.
If you have been authorized to make written or oral disclosures on
behalf of our Company, it is your responsibility to ensure that all such
disclosures, including those contained in records to be filed with the
Securities and Exchange Commission, are complete, accurate, transparent,
timely, and in accordance with all applicable laws.
Gifts from Vendors
In all dealings with vendors, you must never request or accept
payment or any other significant thing of value that would have the apparent or
potential purpose or result of influencing your business decisions. Unless your
supervisor approves in advance, you may not accept gifts or entertainment from
vendors unless:
the gift or entertainment is of nominal value and in a form that it could not be construed as a bribe or payoff;
giving and accepting the gift or entertainment is consistent with accepted ethical customs and practices;
disclosure of the gift or entertainment to our shareholders, the public and your fellow employees would not embarrass our Company or you.
Government Contracts/Gifts to Government Employees
In business dealings involving direct or indirect sales to any
federal, state or local governmental or quasi-governmental entity, whether or
not financed with appropriated funds, it is our policy to fully and strictly
comply with all applicable laws, regulations and contract provisions, as well
as to be completely truthful and accurate in making all certifications and
representations required by government procurement documents and in all
dealings with government employees.
In connection with government contracting, we must not:
lobby government agencies for
contract awards using any appropriated funds received from the government;
pay contingent fees for
contract awards except as authorized by law to bona fide employees or to a
bona fide established commercial or selling agency;
accept or seek a competitor's
confidential bid or proposal information from any governmental agency or
any other source;
solicit or obtain from any
governmental agency, or any other source, a competitor's bid or proposal
information or an agency's source selection information relating to a
contract award;
subcontract for supplies or
services of $25,000 or more to be used in connection with our performance
of a federal procurement or nonprocurement contract with any firm or
individual that is debarred, proposed for debarment, suspended or
otherwise ineligible for participation in any federal procurement or
nonprocurement transaction, unless (i) there is a compelling reason to do
so, (ii) an explanation thereof is provided to the government contracting
officer, and (iii) all other regulatory requirements are satisfied prior
to entering into such subcontract; or
falsify or improperly destroy
any record relating to the award or performance of or payment under any
government contract or subcontract.
If you are involved with any aspect of a government contract, you
must not take action that would violate any of these requirements. In addition,
you must strictly conform to all government contracting terms and conditions,
including quality and quantity obligations; labor and employment guidelines;
any "most favored customer" pricing requirements; and government-specific
statutes, such as the Procurement Integrity Act and Anti-Kickback Act. Where
there is a question as to a particular agency's requirements and/or standards
of conduct, contact the Legal Department for guidance.
Federal, state and local government agencies also have strict
rules describing when government employees may and may not accept
entertainment, meals, transportation, gifts and other things of value from
regulated companies and the people with whom they do business. Generally, you
are not to provide or pay for gifts, meals, refreshments, travel, lodging or
any other expenses for government employees. In rare instances, such activities
may be permissible, e.g., familial or prior personal relationships. However,
under all circumstances, you must obtain prior approval from the Legal
Department before providing or offering to provide any such items or services.
>It is our policy not to hire as a "principal" any person who is
currently debarred, proposed for debarment, suspended or otherwise declared
ineligible to participate in the procurement or nonprocurement programs of any
agency of the federal government or any state government.
Further, we will not hire as a "principal" any person who is the
subject of criminal or civil charges by a government entity where he or she
violated laws relating to procurement or nonprocurement transactions with a
governmental entity, or violated federal or state antitrust laws relating to
submission of offers, or committed embezzlement, theft, forgery, bribery,
falsification or destruction of records, the making of false statements, tax evasion
or the receiving of stolen property. We will not hire as a "principal" any
person who has within the past three years been convicted of or had a civil
judgment rendered against him or her for any of the conduct described in the
previous sentence. For this purpose, a "principal" means an officer, a
director, a person having primary management or supervisory responsibilities,
or a person who has substantial influence or control over procurement or
nonprocurement transactions with a governmental entity. We will make reasonable
inquiries, as necessary, of all prospective new employees regarding any present
or proposed suspensions or debarments and any pending criminal or civil charges
or criminal convictions or civil judgments of the type described above.
We will also consult the GSA's Excluded Parties List System, which
sets forth a list of debarred and excluded contractors and individuals. Any
current employee who is proposed for suspension or debarment, or suspended from
eligibility to participate in the procurement or nonprocurement programs of any
agency of the federal government or any state government, or who becomes the
subject of criminal or civil charges, or who is convicted of or has a judgment
rendered against him or her for criminal or civil charges of a type described
above, will be excluded from acting as a "principal" until his or her
eligibility has been determined and/or the criminal or civil charges have been
resolved in a manner that would permit the person to act as a "principal."
We must ensure that all of our invoices submitted to the
government for payment are current, complete, and accurate, and in full
compliance with all contract provisions and the government's cost and pricing
regulations, including the Truth in Negotiations Act and the Cost Principles,
as applicable. We must be prepared to explain and certify the accuracy of the
information provided to government customers. The government may reimburse only
those allowable costs incurred to the extent provided in the contract. Charging
the government prices that do not strictly comply with these requirements is a
serious offense and is strictly prohibited.
International Business
It is our policy to fully comply with the specific laws and
regulations of the countries in which we do business, and with all U.S. laws
affecting international trade. If you are involved in our international
operations or sales to any customer in a foreign country, you are responsible
for being informed as to all such laws and ensuring that your conduct is in
compliance with those laws at all times.
It is our policy to comply with the U.S. Foreign Corrupt Practices
Act ("FCPA") and all applicable local anti-bribery and anti-corruption laws in
all countries in which we do business. In particular, neither we nor our agents
or consultants are permitted to make, offer or promise money or anything else
of value to corruptly influence any act or decision of a government official,
political party, political party official, or candidate for political office in
order to assist us in obtaining or retaining business or securing any improper
advantage. It is also our policy to comply with the FCPA's requirements to
maintain accurate books and records, and to maintain an adequate system of
internal controls.
It is our policy to comply with all U.S. and local trade control laws that impose restrictions or requirements on our
international activities by means of trade sanctions or embargoes which may,
from time to time, be enforced by the U.S. government. It is also our
policy to comply with U.S. export control licensing requirements and restrictions applicable to the
shipment of U.S. goods, technology, services and certain other activities related to preserving
U.S. national security, as well as shipments of U.S.-origin goods, technology and services
from one foreign country to another. We are required to obtain all licenses
that may be necessary for export or re-export of our products and services.
We will comply with the U.S.
laws that prohibit U.S. persons and companies from cooperating with the Arab League Boycott of Israel.
The Arab League countries that currently enforce a boycott of Israeli imports
are Bahrain, Kuwait, Lebanon, Libya, Oman, Qatar, Saudi Arabia, Syria, United Arab
Emirates and Yemen. You must report any written, contractual or other requests to cooperate with this boycott to the Legal
Department within 48 hours, so we may comply with our obligation to report such
boycott requests to the U.S. Department of Commerce, as required by law.
It is our policy to comply with all U.S. and local anti-terrorism and
anti-money laundering laws, including any applicable provisions of the Bank
Secrecy Act and USA Patriot Act. It is our policy to take appropriate steps to
know our customers, partners and agents, and to have procedures in place that
reasonably ensure our employees report suspicious activities to a supervisor or
the Legal Department, and to reasonably prevent Company dealings with
prohibited parties, terrorists, or narcotics traffickers on the Department of
the Treasury's Office of Foreign Assets Control "Specially Designated
Nationals" list.
Political Contributions
Federal law prohibits companies from making contributions to any
political candidate, campaign committee or other organization in connection
with any federal election. A political campaign contribution may be in the form
of money (i.e., cash or checks) or any in-kind contribution of property, goods
or services. Certain state laws also prohibit companies from making
contributions to any political candidate, campaign committee or other
organization in connection with any state election. It is our policy to comply
with these and all other laws regarding political contributions. You must never
use any Company facility or other resource in connection with campaign activity
without prior confirmation of its legality from our Legal Department. You must
never give, offer or promise anything of value as a bribe, gratuity or kickback
to any U.S. federal, state or local public official. You are free, of course, to
participate in or contribute to any political campaign as an individual,
subject to individual limitations under the law.
Our Company has established a political action committee (or
"PAC"). Contributions to our PAC are voluntary, and it is our policy that this
PAC comply with all laws regarding the operation of political action
committees.
If you interact with public officials on behalf of our Company,
you must always comply with all applicable laws, including those regarding
lobbying, and consult our Legal Department whenever necessary.
Protection of Company Assets
You are expected to use your best efforts to protect the value of our Company assets, both tangible and
intangible.
All equipment, supplies, software and other tangible assets used
in our business are to be treated with care. You are responsible for ensuring
that all equipment issued to you is properly used, stored and maintained.
Unauthorized use of Company equipment, supplies, software or other assets
(including any use that is in violation of this Code of Ethics) is prohibited.
You must never make unauthorized copies of software or remove any equipment or
other assets from our premises without specific authorization.
Remember that our intangible assets are just as valuable as our
tangible assets. You must maintain the confidentiality of non-public
information about our Company. Confidential information is any information of a
confidential, proprietary or secret nature related to our business. It
includes, among other things, confidential business processes, practices or
results of operations, trade secrets, manufacturing techniques, research and
development information, business plans or forecasts (including plans with
respect to proposed acquisitions of other companies or their assets), customer
lists or other sales data, personnel information, marketing plans, and
information concerning any pending or threatened litigation or claim against
our Company.
We also expect you to protect the confidentiality of any such information
we may have about our customers, business partners, suppliers, distributors and
others with whom we do business or with whom we have signed a confidentiality
agreement. You must never disclose to us
or any other third party confidential information or trade secrets you may have
acquired while working for another employer. And you must not use confidential
business information to advance your personal interests (or those of any third
party) through investment activities or otherwise.
In addition, never disclose confidential information to outsiders
(including customers, suppliers or press representatives, or on internet
message boards) or even to other employees whose duties do not require them to
have the information. You should use extreme caution when using email to
transmit information which may contain our Company trade secrets, business
plans, or any other confidential or proprietary information, since email
messages can easily be forwarded to other individuals.
Remember that all right, title and interest to any and all
products, improvements or processes whatsoever discovered, invented or
conceived during the course of your employment with the Company, relating to
the subject matter of or which may be directly or indirectly utilized in connection
with our business, is considered Company property. As such, all writings
produced in the course of your employment, including any copyrights for those
writings, are assigned to the Company.
Recordkeeping
As part of our business, we maintain many types of important
records apart from accounting records, including, for example, service reports,
production and maintenance logs, safety records, laboratory reports, shipping
and receiving records, and reports prepared for governmental agencies. In addition,
many employees submit time records or written expense reports. It is our policy
that all such records-and any other records you may prepare in connection with
your duties as an employee of the Company-must be accurately and timely
prepared and maintained. Never falsify or include misrepresentations in any
document you prepare on behalf of or for submission to our Company.
Certain documents and other records pertaining to our business
must be maintained for specific periods of time for possible review by
regulatory authorities. We have established a comprehensive Record Retention
Policy that prescribes the period of time during which all business records
must be maintained, and outlines the required procedures for discarding our
business records. This policy applies to electronic records as well as paper
documents. You are expected to be familiar with and at all times comply with
our Record Retention Policy as it relates to the types of records with which
you work.
In addition, from time to time we receive requests for information
from government agencies or other third parties for records related to our
business. Once we have received such a request (or become aware of the
likelihood of such a request), we are often prohibited by law from destroying any
record that would be responsive to that request. If you are advised that we
have received any such records request, you must not destroy any related
records or documents until you have been advised by our Legal Department that
you are permitted to do so.
Securities Trades
If you possess any material information about our Company that we
have not yet disseminated to the public, you must not:
buy or sell our stock or other securities of the Company, including options, puts, calls and other derivatives;
pass such information on to anyone else (even to other employees, unless they have a business need to know); or
engage in any other action to take advantage of any non-public material information.
"Material" information includes any information an investor would
consider important in deciding whether to buy or sell our securities. Either
positive or negative information may be "material." Examples of information you
might possess that may be considered "material" under the securities laws are:
our quarterly or annual financial or operating results;
a significant acquisition or sale of assets or divestiture of a major subsidiary;
a pending or proposed merger or tender offer;
a significant change in management;
a significant new product or technology;
declaration of a stock split or the offering of additional securities; or
a threatened or pending claim against, or investigation involving, our Company (including product liability claims).
These restrictions also apply to non-public material information
you may acquire about any other company during the course of your employment
with our Company. For example, if you become aware that we are going to acquire
a public company and news of the acquisition has not yet been publicly
released, you must not buy or sell the securities of the company to be acquired
or pass on to anyone else information regarding the pending acquisition.
The restrictions of this policy also apply to your family members
and others living within your household. You are responsible for the compliance
of such persons with the securities laws.
Even the appearance of an improper transaction must be avoided.
Accordingly, even if you believe you do not possess non-public material
information about our Company, never make a recommendation to anyone to buy,
sell or hold our securities. Furthermore, any time we issue a press release
announcing a material event (such as our quarterly press release regarding our
financial results), you must wait until the second business day after such release
to buy or sell our securities. Officers, directors and certain key employees
will be subject to occasional "black-out" periods during which no purchases or
sales of our securities may be executed (with certain limited exceptions). If
you are an officer or director, you must pre-clear any purchase or sale of our
securities with the Legal Department in order to ensure that a trading
"black-out" is not in effect.
Use of Computers, Telephones and Other Electronic Resources
We may provide you with access to a variety of electronic communication tools during the course of your
employment. These tools are valuable resources and help us do our jobs more
effectively. However, irresponsible or careless use of these tools could expose
you and our Company to risk-such as unauthorized access to our proprietary
data, system failure or legal liability. Use of our electronic communications
systems (email, internet, voicemail) must always be in compliance with all
Company policies and all applicable laws. Specific instructions regarding data
security and use of these systems and Company computers are set out in our
Corporate Information Technology Systems and Electronic Communications Policy.
You are expected to be familiar with and to comply with that policy at all times.
These tools are provided for business-related communications and
activities. We understand that some personal use is inevitable; however, we ask
that you keep such use to a minimum.
All electronic records must be treated with the same care,
professionalism and discretion as your paper documents. Remember to carefully
consider all electronic messages you send. You must never send email messages
containing comments that are abusive, discriminatory, harassing, defamatory,
obscene or threatening, including, but not limited to, making statements that
are incompatible with the Company's policies which prohibit harassment on the
basis of gender, national origin, race, religion, political beliefs, age,
sexual orientation, disability, or marital or veteran status.
The retention periods in the Record Retention Policy cover electronic
communications as well as paper documents. You must, on a consistent schedule,
evaluate all of your electronic records (including each email message you send
and receive) and save or delete the record in accordance with that policy.
Written Agreements
From time to time, we enter into written agreements with
suppliers, vendors and other business partners. In order to ensure that
financial statements accurately reflect our business agreements, all written
agreements must always fully and accurately reflect the terms of the business
arrangement. You must never enter into or issue any "side letter" or make any
representation if such "side letter" or representation mischaracterizes the
actual business arrangement. You must never knowingly take any action intended
to allow a business partner to improperly characterize or account for a
business transaction.
Our Operations
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