This Code of Ethics has been adopted by the Board of Directors of Stryker Corporation to deter wrongdoing and promote honest and ethical conduct, proper disclosure of financial information in the filings with, or submissions to, the Securities and Exchange Commission and in other public communications made by the Company, and compliance with applicable laws, rules, and regulations by the Company's principal executive officer, president, principal financial officer, principal accounting officer and controller. This Code of Ethics is intended to supplement the Stryker Code of Conduct that is applicable to all employees and directors of the Company.
This Code of Ethics is applicable to the principal executive officer, president, principal financial officer, principal accounting officer and controller (the "Covered Officers"). References in this Code of Ethics to the Company includes its subsidiaries and divisions.
In performing his or her duties, each Covered Officer must:
(1) Maintain high standards of honest and ethical conduct in all dealings with other employees, customers, and suppliers of the Company and with other third parties, including the Company's independent auditors, on behalf of the Company;
(2) Avoid any actual or apparent conflict of interest between personal and professional relationships as defined in the Company's Code of Conduct;
(3) Report to the Audit Committee of the Board of Directors any conflict of interest that may arise and any material transaction or relationship that reasonably could be expected to give rise to a conflict;
(4) Take reasonable measures to protect the confidentiality of non-public information about the Company or its customers or suppliers and prevent the unauthorized disclosure of such information unless required by applicable law or regulation or legal or regulatory process;
(5) Maintain all Company accounting records and reports derived from them in accordance with applicable laws, in a manner that fairly and accurately reflects the transactions or occurrences to which they relate and assures that they fairly and accurately reflect in reasonable detail the Company's assets, liabilities, revenues and expenses and do not contain any false or intentionally misleading entries. In this regard, compliance with the Company's system of internal controls is required at all times;
(6) Endeavor to assure full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with or submits to the Securities and Exchange Commission and in other public communications made by the Company;
(7) Comply and take reasonable action to cause others to comply with applicable governmental laws, rules, and regulations; and
(8) Promptly report suspected violations of this Code of Ethics by any Covered Officer to the Audit Committee, which may be done anonymously.
Any request for a waiver of any provision of this Code must be in writing and addressed to the Audit Committee. Any waiver of this Code will be disclosed promptly in accordance with the rules of the Securities and Exchange Commission and any other requirement then in effect.
The Audit Committee will regularly assess compliance with this Code, report material violations to the Board of Directors, and recommend to the Board appropriate action to assure accountability for violation of this Code by any Covered Officer.
I acknowledge that I have received and read the Stryker Code of Ethics, dated December 2003, and that I understand my obligations to comply with the Code of Ethics.
I understand that failure to observe the terms of the Code of Ethics may result in disciplinary action, including termination of employment, and that a violation of the Code of Ethics may also constitute a violation of law that may result in civil or criminal penalties for me and/or Stryker. I further understand that my agreement to comply with the Code of Ethics does not constitute a contract of employment.