Center for the Study of Ethics in the Professions at IIT

DEERE & COMPANY

JOHN DEERE ROAD. MOLINE ILLINOIS 61265 21 January 1974

The Company's policy on conflicts of interest was set out in a blue bulletin issued on 1 December 1960, Because of the many changes in personnel since then, it is appropriate that this policy be reviewed and restated at this time.

It is axiomatic that the business loyalty of every John Deere employee to the Deere organization in the performance of his work must be complete and undivided. Situations in which that loyalty might be compromised by association with or obligations to a competitor or another organization with which the Company does business obviously are not acceptable.

Conflicts of interest can arise in many ways. No attempt will be made

to enumerate all of these. One example is where an employee in a

position to influence the purchase of materials or services has a financial interest in or is an officer or

director of a business which is a supplier to the Company. Another example is where such an

employee is subject to influence as a result of gifts received from a supplier.

This danger is greatest where the employee's interest in the other business is secret and undisclosed. If the employee's superiors are aware of potentially conflicting interests, the likelihood of their being misused is greatly decreased. Accordingly, the following provisions shall be observed by all employees:

1. An employee is expected to report promptly any financial interest, direct or indirect, held personally or to his knowledge by a member of his immediate family in any business:

   (a) which furnishes materials, equipment, supplies or services of any kind to any unit of the Deere organization. "Services," for example, would include such items as banking, advertising, transportation, building construction, insurance, accounting, and legal services.
   (b) which is a John Deere dealership.
   (c) which purchases by-products, such as scrap or salvage materials, from any unit of the Deere organization.
   (d) which is in competition with Deere.
   (e) with which the employee knows Deere is considering establishing one of the relationships listed above or in which he knows Deere is considering making an investment.

   Also, if an employee or to his knowledge a member of his family is an officer, director, consultant or key employee of any such business, this fact shall be reported promptly, even though he has no financial interest in such business.
   In case of doubt as to whether a particular organization falls in one of the above categories, the employee should seek the advice of his Factory or Sales Branch Manager or Vice President.
   Ownership of shares in any company whose stock is listed on one of the established stock exchanges or whose stock is actively traded in the over -the -counter market need not be reported unless such ownership represents more than 1% of the outstanding capital stock of the company.Each case reported hereunder will be duly considered by the proper officials of the Company to determine whether for the Company's protection the employee should be requested to take any action regarding the interest or position held, and the employee will be informed of the determination.The policy stated herein is a continuing one. Therefore, if any employee covered hereby, or to his knowledge a member of his family, hereafter acquires an interest or position, which should be reported under this policy, the employee will be expected to do so promptly.
   

2. An employee should never become involved in any situation, which might place him under obligation to any organization with which the Company does business. In such a circumstance an employee might be influenced to reach decisions which were not in the best interests of the Company.
   For this reason, Company policy does not sanction the acceptance of gifts by an employee or member of his immediate family from organizations doing business with the Company, or their representatives, except for items of a nominal value.
   Gifts which are unacceptable under this policy should be returned to the sender with a 'Letter of explanation. If an individual feels that the return of a gift would result in embarrassment or that it would adversely affect the relationship between the Company and the donor, the employee's superior above indicated should be consulted and proper disposition of the gift agreed upon.
   Acceptance of entertainment or overnight or weekend outings by an employee or a member of his immediate family can create feelings of obligation, which are contrary to this policy. On the other hand, some contacts in a social setting with suppliers and others can contribute to good working relationships with them. Employees should report to their superior all invitations to such functions received from anyone with whom the Company does business, and should accept such invitation only when the superior, having been informed of the invitation, has given his approval. This requirement does not include the exchange of ordinary hospitality between business associates, such as a lunch or dinner accepted from or furnished to a supplier in the normal conduct of business.
   
3. It is equally against Company policy to attempt to secure business by creating a conflict of interest on the part of an employee of an organization doing business with the Company. No Company funds will be spent for this purpose and no employee shall intimate to anyone that a payment, gift or other favor to an employee of such an organization would be considered. This policy does not preclude the exchange of ordinary hospitality between business associates, such as lunch or dinner in the normal conduct of business. It also does not preclude, when proper management approval has been obtained, appropriate entertainment or courtesies to honor distinguished guests or long-time friends of the Company, or programs or other events designed to inform persons with whom we deal about the Company or acquaint them with Company personnel.

   Employees should be particularly careful not to give the impression that the Company would encourage or condone any payment, gift or other favor given by -- dealer to an employee of a prospective purchaser.