Corporate Governance Related Documents

Code of Ethics and Business Conduct Policy
Gardner Denver’s long established reputation as an organization of high ethical standards derives from the personal integrity of its employees, together with the determination of the Company that all of its actions be based on sound ethical principals and fair dealing. The Company’s Code of Ethics and Business Conduct Policy articulates Gardner Denver’s longstanding policy with respect to ethical conduct, potential conflicts of interest, corporate opportunities, gifts, loans, confidential information, compliance with all applicable laws and payments by the Company.

Corporate Governance Policy 
The objective of the Corporate Governance Policy is to ensure that the Board maintains its independence, objectivity and effectiveness in fulfilling its responsibilities to the Company’s stockholders.  The Corporate Governance Policy establishes and fully describes the criteria and requirements for the selection and retention of members of the Board; the procedures and practices governing the operation and compensation of the Board; and the principles under which management shall direct and operate the business of the Company and its subsidiaries.

Director Independence Standards 
In order to be considered independent under the rules of the New York Stock Exchange (“NYSE”), the Board must determine that a director does not have any direct or indirect material relationship with Gardner Denver.  The Board has established the following guidelines to assist it in determining director independence under the NYSE rules. Any director who meets the attached standards will be deemed independent by the Board.

Environmental and Safety Policy 
Gardner Denver endeavors to take all necessary and appropriate steps to ensure that its operations comply with federal, state and local laws, statutes, regulations and ordinances regarding environmental protection, occupational health and safety, fire protection and physical safety. The Company’s core corporate value is employee safety.  Accordingly, we place a high priority on providing a safe and healthy workplace for all Company employees. 

Related Party Transaction Policy 
The Board has established the following policy to assist in evaluating and approving relationships and transactions between the Company and its directors, executive officers, 5% owners or their immediate family members to determine whether such persons have a direct or indirect material interest. The Nominating and Corporate Governance Committee reviews all relevant facts and circumstances available and approves only those transactions with related persons that it determines in good faith to be in, or to not be inconsistent with, the best interests of the Company and its stockholders.