Code of Business Ethics - Achieving Performance We Can Be Proud Of

Achieving Performance We Can Be Proud Of.

We compete fairly.

Building the right relationships with our customers is a foundation of our business that has lasted nearly two centuries. It is our duty to conduct business fairly and honestly, so that we can build open and long-lasting relationships leading us into the next century.

We negotiate and secure sales and contracts in alignment with our ethical standards – lawfully and honorably – both domestically and abroad.

HOW WE DEMONSTRATE OUR PRINCIPLES

  • We price our goods competitively and fairly and promote them accurately and honestly.
  • We provide only honest and truthful information to our business partners and suppliers, never knowingly providing inaccurate information to gain an advantage.
  • We limit our conversations with competitors and do not disclose to them our pricing or costs.
  • We avoid formal and informal agreements with our competitors that may hinder fair competition.
  • We gather competitive information using only legal and ethical methods.
  • We provide our suppliers with honest and truthful information.

 

The United States, the European Union and many other countries have laws that prohibit anti-competitive behavior, including agreements with competitors and certain other market participants to fix prices, unjustifiably charging competing customers different prices for the same products or reaching agreements with competitors to divide customers or markets. We stand in alignment with these laws.

It can be challenging to determine what constitutes an anti-competitive practice. If you’re not sure, ask your local or regional manager or seek advice from the Legal Department.

We remain free from bias or conflict of interest.

A conflict of interest occurs when our personal interest competes, interferes or even appears to interfere with the best interest of the company.

When working on behalf of Stanley Black & Decker, we must always act ethically and in the best interest of our colleagues and the company. We cannot allow personal interests to cloud our judgment.

What are some examples of a possible conflict of interest?

  • Conducting business with vendors that are close personal friends
  • Hiring or supervising a family member or a close personal friend
  • Having a significant personal investment in a company that you work with in your capacity at Stanley Black & Decker
  • Having outside work that competes with Stanley Black & Decker
  • Having a significant investment in a company that competes with Stanley Black & Decker
  • Having an investment where you or a family member would benefit if the company stock price were to fall (short selling)

HOW WE DEMONSTRATE OUR PRINCIPLES

  • We always act in the best interest of Stanley Black & Decker.
  • We deal with suppliers, competitors and employees in a fair and objective manner. Decisions are not influenced by personal relationships or financial considerations.
  • We decline gifts of more than token or nominal value from competitors, suppliers or customers of the company.
  • We avoid any situations that could be perceived as improper.
  • We maintain awareness of potential conflicts of interest and are responsible for reporting any actual or potential conflicts that may arise to the company’s General Counsel, either directly or through your local or regional Legal Department or through integrity.sbdinc.com.

Case in Point: Don’t Discount a Discount

What if a family friend reaches out to me for a substantial contract upgrading his company’s entire tooling division, but he also asks for a substantial discount. Is this a conflict of interest?


Requests for discounts are common with large contracts, and our customers often become friends. However, it could be a personal conflict of interest if you are providing a discount to a family member or if your friendship becomes a factor in the decision. We make business decisions based on merit, not our personal relationships. When in doubt, always discuss any actual or potential conflicts of interest with management and the Legal Department.

We abstain from corrupt practices and never pay bribes.

In addition to being inconsistent with our ethical standards, bribery is against the law in every country – and can result in criminal prosecution of those involved, as well as negative consequences for the company. Directly or indirectly giving something of value to gain or retain a business advantage is considered bribery.

We compete fairly for our business opportunities. We do not offer or approve anything of value in order to gain an unlawful advantage. We do not give or offer gifts, travel or entertainment to gain a business advantage. And gifts of cash or cash equivalents are never acceptable.

Case in Point: Is something of value a bribe?

A bribe can take many forms and is not always cash or a gift. A bribe is anything of value and may include, but is not limited to:

  • A kickback on the discount of a contract for products or services.
  • In-kind payments or donations of non-cash items of value such as airline tickets, job offers, gifts, dining vouchers and entertainment.
  • Employment of family members outside the normal hiring process.
  • Agreements with government officials for product, service or employment where we do not follow our normal procedures.
  • Sponsorships, donations or charitable contributions outside the company’s giving guidelines.

 

Sometimes, we may use third parties to help us achieve our goals: dealers, agents, freight forwarders, consultants or independent contractors. When third parties act on our behalf, we expect them to reflect our ethical standards. We may never use third parties to pay bribes or engage in corrupt behavior on our behalf. Authorized employees who are responsible for approving or managing a third party to act on our behalf must follow the company’s Third Party Due Diligence Policy.

Case in Point: Delay the Pay

You are in charge of a construction project, and you are told that permits will be delayed unless a payment is made today for a new permitting fee.

Do you make the Payment?


No. Working with government officials can be challenging. Requests for permit fees, fees to expedite customs or suggestions about the use of a consultant who knows how to “move things through the system” should be considered “red flags” for corruption and reported to your manager and to the Legal Department immediately.

 

“Our sales and business practices must meet the highest tests of scrutiny. Business won in ways that conflict with our core values has no place at Stanley Black & Decker.”

John Wyatt, President, STANLEY Engineered Fastening

HOW WE DEMONSTRATE OUR PRINCIPLES

  • We refuse to offer or pay bribes or kickbacks.
  • We perform appropriate due diligence on partners prior to entering into a business relationship with them.
  • We make sure that any gifts, hospitality or travel that we offer are reasonable and appropriate.
  • We seek approval prior to giving any gift to government officials.
  • We hire candidates based on their merits and not their relationships to or with government officials.

Case in Point: Be Diligent

During a business conversation with a government official, the official suggests that you or the company should make a donation to a local charity.

Do you make a donation?


As a company, we sometimes make charitable donations in the communities where we operate – only after we have confirmed the legitimacy of the charity and the appropriateness of the donation.

If the charity is managed or controlled by a government official or family member/ close friend of a government official, a personal or company donation may be considered an improper payment to influence a government official.

If you receive a request for a charitable donation, seek guidance from our VP of Public Affairs or your Business Unit Controller before taking any action.

 

To maintain our trusted reputation and to protect our brand, each of us is expected to report anything that seems suspicious.

We also expect our business partners to share our principles. We will not engage a third party to act on our behalf if that party has a reputation of engaging in corrupt practices.

For additional details, please see our Third Party Due Diligence Policy and our Anti-Bribery & Anti-Corruption Policy or consult with the Legal Department.

We make sound judgments when giving or receiving gifts.

Gifts and entertainment can foster positive working relationships between our company and our customers, vendors and suppliers. But an excessive or inappropriate gift can pressure the recipient to reciprocate by making decisions that benefit the giver, creating a conflict of interest or possibly violating commercial bribery laws.

 

“Giving and receiving corporate gifts has an important role in enabling business relationships and practice, but it can also be confusing – especially when it comes to cultural sensitivities. Always proceed with care and consult with your manager if you’re unsure.”

Corliss Montesi, Vice President & Corporate Controller, Stanley Black & Decker

 

The risk associated with gifts increases when dealing with government employees. Laws vary around the world, and we must be vigilant to ensure we are in compliance with them. Before giving a gift to a government official, confirm with your Business Unit Controller or the Legal Department that the gift is appropriate, ethical and in compliance with the law.

As a global company, we must also be aware of cultural differences and different practices regarding gift giving, as traditions, customs and norms may vary significantly among various cultures.

If you have concerns about gifts or entertainment, speak with your manager or the Legal Department before accepting or giving a gift.

HOW WE DEMONSTRATE OUR PRINCIPLES

We only give or receive a gift:

  • That is of nominal value in your local market. Talk to your local or regional controller to understand what may be acceptable in your area.
  • That is considered a customary business gift – cash or cash equivalents are never permitted.
  • That is not intended to obtain special or favored treatment or to secure or retain business.
  • That is legal in the location where given.
  • Where the recipient is not a government official, unless specific prior approval has been given.

 

For additional details, please see our Gifts and Entertainment Policy.

We do not abuse drugs or alcohol.

Drugs and alcohol can affect our judgment and impede our ethical decision making. Moreover, they represent a safety risk. We abide by applicable laws and regulations regarding the possession or use of alcohol, drugs and other controlled substances. We do not tolerate the abuse of legal or illegal drugs or alcohol anywhere, including on company property or at any company event.

 

ETHICS AT STANLEY BLACK & DECKER

Courageously Standing for What’s Right.

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Promoting an Inclusive Workplace.

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Demonstrating Integrity in All We Do.

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