CODE OF ETHICS
THE BOARD OF DIRECTORS
In my role as a member (“Director”) of the Board of Directors (the “Board”) of Flowserve Corporation (the “Company”), I certify that I adhere to and advocate the following principles and responsibilities governing my professional and ethical conduct as a Director under the following Code of Ethics (the “Code”).
To the best of my knowledge and ability:
- I acknowledge my duty of due care and duty of loyalty in representing the interests of shareholders of the Company toward the goal of optimizing the long-term value of the Company. I will perform my duties and exercise judgment on behalf of the Company in good faith and with diligence.
- I will attend and participate in Board and committee meetings, in person or via telephone conference, absent unavoidable and compelling schedule conflicts.
- I will use all reasonable efforts to remain informed about all material aspects of the Company’s business and affairs, including devoting appropriate time to review Board materials, and making inquiries about related potential issues and concerns which come to my attention until I receive a response that I deem satisfactory in my business judgment.
- I will not allow my independent judgment to be impaired or influenced due to any activity, interests or relationships that arise outside of my capacity as Director, including any situation where my personal or business interests conflict, or could appear to conflict, with those of the Company. If any such situation arises, I will immediately notify the Chairman of the Corporate Governance and Nominating Committee and the Chairman of the Board of applicable details and withdraw from further Board consideration of the matter.
- I will refrain from: (a) taking advantage of personal opportunities related to the Company’s business for myself or any of my family members, (b) using the Company’s property, information, or my position for personal gain or the gain of any family member, or (c) competing with the Company. For purposes of the Code, I understand that “family member” means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and any person (other than a tenant or employee) living in my household.
- I will maintain the confidentiality of confidential information furnished to me by the Company, except when disclosure is authorized, otherwise subsequently made public or legally mandated. For purposes of the Code, “confidential information” includes all non-public information relating to the Company.
- Where applicable, I will endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees and will not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice, consistent with my function as a Director.
- I will do my best to protect the Company’s assets and to oversee their efficient use consistent with my function as a Director.
- I will comply with the rules and regulations of federal, state, local governments, including the federal Securities Exchange Commission, and any requirements of the New York Stock Exchange, as they may apply to me in my capacity as a Director or to my ownership of common stock in the Company.
- I will promote ethical behavior among Board members and management of the Company and will take steps to oversee that the Company informs employees that the Company will not allow retaliation for good faith reports of violations of laws, rules, regulations or the Company’s Code of Business Conduct.
- I shall promptly communicate any suspected violations of the Code to the Chairman of the Corporate Governance and Nominating Committee or the Chairman of the Board to the extent that I believe they have not already been notified. I acknowledge that any suspected violations will be investigated by the Board or by a person or persons designated by the Board and the appropriate actions will be taken in the event of a violation.