corporate checks or wire transfers shall be made to “cash,” “bearer” or third party designees for the party entitled to payment.
The Company recognizes the importance of being active in the community including volunteering for civic boards, working with community service organizations, and participating in the democratic process. However, making contributions of money, goods, or services to political candidates or parties, or any committees supporting such candidates or parties, using Company funds, unless clearly authorized by the Company and applicable law, is prohibited.
Report any actual or attempted bribery, kickback, or fraud to the General Counsel (1-877-666-9016, ext. 2434), the AlertLine (1-800-255-2465), or to AlertLine@collective.com
Antitrust laws prohibit agreements or understandings among actual or potential competitors to fix or control prices, fix bids, boycott specified suppliers or customers, or limit the production and sale of product. Discussing or agreeing with competitors regarding bids, fixing or setting prices or terms of sale, allocating or apportioning markets, or boycotting suppliers, is prohibited. These laws also may prohibit arrangements with competitors regarding costs, inventories, discounts, rebates or special financing, warranties or transportation charges, allocating exports or imports, controlling or limiting product quality or research, or tie-in sales. Avoid any communication – written or verbal – that could be misinterpreted as a request to restrain trade or fix prices for Company products or services. Violation of fair competition laws is a crime and can result in substantial fines and imprisonment.
Normal patronage of competitors’ stores and participating in trade associations and professional societies does not create anti-trust problems. Before engaging in any of the following activities with a competitor, however, Associates must contact the Law Department: (i) discussing a potential merger, acquisition, or joint venture; (ii) participating through a trade association in discussions about communicating with government agencies; (iii) standardizing products, processes, materials or services; (iv) collecting and disseminating industry statistics; or (v) discussing product safety matters. Any instance in which a competitor has suggested collaboration with respect to any of these topics should be reported to the General Counsel (1-877-666-9016, ext. 2434).
The Company is entrusted with confidential information of agents, vendors, suppliers, and consultants and often gives contractual commitments to protect such information. This includes financial, business, scientific, technical, and
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economic information. Reasonable efforts to safeguard this information should be taken. Any questions about whether information is confidential should be directed to the Law Department.
Associates are prohibited from using or disclosing confidential information acquired from a former employer, agent, vendor, supplier, distributor or consultant, whether in the Associate’s memory or in writing, if obtained by improper means. This includes stealing, bribery, false identities, misrepresentations, hidden cameras, visits under pretext, fraud or deception, or removal of proprietary information obtained while in another’s employ.
ENVIRONMENT, HEALTH AND SAFETY
Workplace Health & Safety
Safety, health and environmental laws and regulations play an important role in the way the Company conducts business and, if disregarded, can result in civil and criminal penalties.
Associates are responsible for following the Company’s safety and environmental rules and procedures relevant to their job. For example, the packaging, marking, handling, storage, transportation, and disposal of various materials and trash are regulated. All accidents, injuries, and unsafe, unhealthy or hazardous conditions should be reported to the Risk Insurance or Loss Prevention Departments (1-800-426-1141).
The health and safety of Associates, and the quality and productivity demanded by Customers and stockholders, also requires that Associates report to work free from the use or influence of alcohol, illegal drugs, or controlled substances. Being in possession of, distributing, or being under the influence of alcohol, illegal drugs, or controlled substances on the job is absolutely prohibited.
The Company will also not tolerate any act of violence or threats of violence, whether committed by or against an Associate, Customer, vendor, or visitor.
Product Safety
The Company strives to provide high quality and safe products to our Customers. Products must be designed, produced, and serviced to Company standards and comply with all applicable regulations and contractual obligations. The Company also requires its vendors and manufacturers to warrant that all goods sold to it comply with applicable laws, rules, and regulations.
USE AND PROTECTION OF COMPANY ASSETS
Company assets (including merchandise, samples, supplies, software, telephones, trademarks and name) should only be used for legitimate business purposes and may not be sold, loaned, given away, or disposed of, regardless of
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condition or value, without proper authorization. All equipment, telephones, systems, facilities, corporate credit cards, supplies, computer hardware, materials or software must only be used for conducting Company business. Theft, fraud, embezzlement, or misappropriation of any property, including that of the Company, any of its Associates, Customers, or vendors, is prohibited.
Associates are also prohibited from using company assets or property for their own advantage or benefit, including any outside business or other employment. This includes the unapproved use or removal of defective merchandise, product samples, wear-tested shoes, or using Company letterhead to write letters on matters not related to Company business (e.g., seeking contributions for a charity, political candidate, or writing a reference letter for a former Associate), because such practice could expose the Company to legal liability.
Similarly, Associates are prohibited from purchasing merchandise from Company stores using their Associate discount and re-selling such merchandise through eBay, swap meets, or flea markets, or some other method. An Associate who re-sells such merchandise in these venues is acting in competition with the Company.
COMPUTER SYSTEMS AND NETWORK SECURITY
No Expectation of Privacy
The Company’s computer systems, including the e-mail system and the internet (collectively, the “Computer System”), are provided for the purpose of conducting Company business. All information transmitted by, received from, created, or stored in the Computer System (whether through word processing, e-mail, the internet, or otherwise) are company records and the property of the Company.
The Company reserves the right, without permission, to monitor any and all aspects of the Computer System in appropriate circumstances. This includes reviewing documents created and stored on it, reviewing e-mail sent or received, monitoring internet sites visited by Associates, monitoring chat rooms, and reviewing files and material downloaded or uploaded from the internet. Associates should have no expectation of privacy regarding any information created, stored, sent, or received on the Computer System.
Professional Use Required
Use of the Computer System should be business-related and its content professional. Any inappropriate information or other materials sent or received by e-mail, voice mail, the Internet, or any other inappropriate use of the Computer System (i.e., sending or receiving discriminatory or harassing messages; illegal, sexually explicit, abusive, offensive, or profane messages or files; chain letters; commercial, religious, or political solicitations) is prohibited.
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Network Security
Safeguards are in place to ensure that the Computer System, and all information stored or transmitted thereon, is protected from unauthorized use or access. Usage in a manner that could compromise its security and integrity, including circumventing protective procedures, gaining unauthorized access, or knowingly creating an opportunity for intruders or viruses to enter the Computer System, is prohibited. All connections, direct or remote, must be approved by the IT Department. A copy of the Company’s comprehensive Information Technology Security Policy may be obtained from the Loss Prevention Department.
Software
All software used by the Company is licensed, created or purchased by the IT Department. Only use computer software that is appropriately licensed and authorized by the Company. Associates are expected to safeguard the software provided to them, and may not loan or give software to anyone else (including co-workers). Using or distributing personally-owned software on the Computer System is also prohibited.
Commercial software and shareware (typically free for home use only), including trial versions which can be downloaded and used for a trial period (e.g., 30 days), must be purchased before downloading and may not be downloaded from the internet, purchased on-line via a company credit card for Company use, located or discovered on Company servers and loaded on Company computers, or purchased for home use and loaded on Payless computers. Freeware, most of which is already loaded on Associates’ work stations, may be used or downloaded without purchasing it. (Examples include Adobe Reader, Real Media, Flash Media, and Quicktime). Associates are also prohibited from copying software manuals for use at home or by other Associates and contractors, or placing software on a LAN for use by others, without approval of the Chief Information Officer-CBI.
If the Company has a license for the software, Associates may download new or updated versions as long as a new maintenance contract is not required. All questions regarding appropriate software licensing and usage should be directed to the Chief Information Officer-CBI. Additionally, if an Associate discovers the need for additional software to perform his or her job duties, this should be discussed with the Associate’s manager and the IT Help Desk.
SAFEGUARDING CONFIDENTIAL INFORMATION & INTELLECTUAL PROPERTY
Confidential Information
From time to time, Associates may be exposed to confidential information. “Confidential information” is all non-public information that might be of use to competitors or harmful to the Company if disclosed, and includes strategic plans, sales figures, financial information, marketing plans and strategies, brand
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development, quality assurance manuals, product lines or designs, information regarding negotiations, agreements or dealings between the Company and others, employee-related information (e.g., personal health information, salary, performance history), software, trade secrets, patents, trademarks, or similar information from vendors or suppliers. Because the nature of the Company’s business is highly competitive, this information must be held in strict confidence, and reasonable care exercised to avoid inadvertent disclosure.
All files, records, and reports, including confidential information, acquired or created in the course of employment, are Company property. Originals or copies of such information may be removed from offices for the sole purpose of performing the Associate’s job duties and must be returned upon request. Disclosure to spouses, friends and business partners should be avoided, access limited to persons having a need to know, stamped “Confidential,” and properly safeguarded at all times.
The head of the department responsible for a project in which confidential information is shared must also ensure all vendors, agents, suppliers and other third parties involved enter into a written Non-Disclosure Agreement (“NDA”).
Disclosing or disseminating confidential information to a competitor or any other person, firm or corporation, or permitting any person to examine confidential information, is prohibited unless authorized and within the scope of employment with the Company. Upon separation from employment, all documents, papers, or material in an Associate’s possession or control which may contain confidential information must be returned.
Personnel files and other employment records of each Associate are also Company property and access is restricted. These records will only be reviewed by the Human Resources Department and other members of management who have a legitimate reason to do so. Associates may not remove their personnel file from Company premises.
Trademarks, Service Marks, and Copyrights
Trademarks and service marks – words, slogans, symbols or logos used to identify a particular source of goods or services – are valuable assets. Do not enter into any agreement regarding the Company’s trademarks, service marks, or logos, or use the trademark or service mark of another company even with whom the Company has a business relationship, without prior approval from the Law Department. The Company also respects the trademark rights of others and any proposed new product name must be approved by the Law Department.
The Company is entitled to all rights in ideas, inventions, and works of authorship relating to its business created, developed or authored by Associates during employment or while using Company resources (“Employee Developments”). Upon development or acquisition, Associates must execute, without further
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compensation (unless required by law), the documents necessary to assign and transfer all right, title and interest in and to the Employee Developments to the Company.
Customer and Data Privacy
The Company respects the privacy rights of its Customers and Associates and complies with applicable laws regarding the privacy of such information, including laws regulating the privacy of personal, employment, financial or medical information. A variety of physical, electronic, and procedural safeguards have been implemented to maintain the safety of this information. Personal data such as phone numbers, credit card numbers, and driver’s license numbers is collected only for legitimate business purposes and all reasonable steps to safeguard it are taken, including limiting access to and use to only that which is required by an Associate (or third party contractors) to do his or her job. A copy of our Privacy Policy may be obtained at www.collectivebrands.com.
INSIDER TRADING
In the course of work at the Company, Associates may become aware of material non-public information in the performance of their job. “Material nonpublic information” is information not publicly known and likely to be important in determining whether to buy or sell CBI stock or is likely to impact the stock price. Examples include: (i) unannounced significant changes in store-for-store sales; (ii) financial projections or results (e.g. quarterly and annual earnings or losses); (iii) large or uncommon corporate transactions (e.g. mergers or acquisitions); (iv) (v) expansion plans, including international expansion; or (vi) changes in operations, business plans, or major senior management changes.
Disclosing and/or using inside information that is not generally known to the public, and that could influence a personal or business decision to buy, sell, or hold CBI stock, is prohibited. You must hold such information in confidence and refrain from buying or selling CBI stock (or securities of another company to which the information applies) until the information become public. The law imposes serious criminal and civil penalties and fines for individuals who violate this law.
Conversations which include discussions of material non-public information should not occur in hallways, cafeterias and other public places. All written and electronic materials containing material non-public information should also be safeguarded. Associates should not share non-public information about the Company with anyone, including family members and friends. Discussing the Company or its business on internet “chat” rooms or similar internet-based forums is also improper.
The Board of Directors, Executive Committee and certain other “Designated Insiders” are further restricted from trading in CBI stock except during a 10 day
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“window period” each quarter. Questions about whether to trade in CBI stock, including cashless exercises or transfers in the Profit Sharing 401(k) plan or other Company-sponsored benefit or compensation plan, should be directed to the General Counsel (1-877-666-9016, ext. 2434) or SEC Counsel (1-877-666-9016, ext. 6182).
IMPORT AND EXPORT CONTROLS
All products bought by the Company must comply with applicable laws, regulations and standards of the United States or any state or local government (e.g., U.S. Customs Service). Export control regulations require that the Company know the end use, all intermediary users, and the end user for all transactions. Labeling, customs entry, and commercial documents required for entry into the U.S., and all other countries in which the Company operates, must be accurate and comply with all government labeling requirements. Compliance helps ensure that the Company’s imports are not subject to delay or penalties, and allows us to take advantage of applicable programs to reduce duties.
In addition, it is Company policy to comply with U.S. anti-boycott laws. A “boycott” is a restriction on a company’s ability to ship goods into a specific country or do business there. Anti-boycott laws are intended to prevent companies from taking any action in support of a boycott imposed by one country upon a country that is friendly to the U.S. The Company is required to report to the U.S. government any request to participate in a boycott. Requests are often found in letters of credit, shipping instructions, certificates of origin and other contract-related documents.
The Company participates in the U.S. Customs and Border Protection’s Customs-Trade Partnership Against Terrorism (C-TPAT) Program. All members of its supply chain are expected to participate in the C-TPAT Program, if available, and to implement all C-TPAT and any other reasonable recommendations to increase supply chain security.
COMMUNICATIONS WITH THE PUBLIC
The Company strives to communicate with the public in an accurate and consistent manner and provide full and prompt disclosure of material events to the media, securities analysts and stockholders. This is normally accomplished through a press release or a report filed with the U.S. Securities Exchange Commission. To ensure compliance with the law while still protecting its business interests, do not speak to the public or the media on behalf of the Company because doing so risks providing incorrect information or revealing proprietary strategy. Only the Business Development and Investor Relations Department is authorized to represent the Company to the public or the media.
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REPORTING POLICY VIOLATIONS
To help protect the Company and individual Associates, it is essential that you promptly report any situation that may violate the law or Company policy – whether you are involved in the situation or not.
It is generally advised that you first report a suspected violation of the Code or the law to your immediate supervisor. If this is not a viable option, consider reporting it to your supervisor’s manager, the Human Resources Department, the Loss Prevention Department, the AlertLine, or AlertLine@collective.com.
The AlertLine (1-800-255-2465) may be contacted 24 hours a day, 7 days a week. Such calls may be made anonymously if desired. The AlertLine is maintained by an independent third party in order to provide a method for Associates to report violations of the Code or other concerns without revealing their identity. Outside the United States and Canada, the AlertLine can be accessed through the list of current international toll free country codes or numbers included on the last page of this Code.
The Company encourages Associates to provide full information and their name in order to facilitate complete investigations by the Company of any reports of violations of the Code or the law. We may not be able to investigate and respond to some matters, such as charges of sexual harassment, without information provided by the Associate.
Failure to report a violation of the Code or law is a violation of the Code and may subject the Associate, manager or supervisor to disciplinary action, up to and including termination of employment. You have a right and a legal obligation to inform the Company of situations in which the law or this Code has been breached. Associates should not investigate a situation on their own. Investigations may involve complex legal issues and acting on one’s own may compromise the integrity of the investigation or adversely affect the Company and the Associate.
COMPANY RESPONSE & DISCIPLINARY ACTION
Associates will receive a prompt response to any questions, complaints, or reports made about the Code. If the complaint requires an investigation, the Company will do so promptly and take appropriate corrective action. When appropriate, the Company will provide the Associate with the status of the investigation and the outcome.
Reports or complaints are referred to either the Human Resources Department or the Law Department, depending upon the nature and subject matter of the complaint, potential legal implications, or the individual(s) involved. Ethical or legal issues, or violations of the Code, are referred to designated members of the
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Human Resources, Finance and Law Departments. Complaints raising concerns about accounting practices, internal controls, and auditing matters are referred to the Audit and Finance Committee. Administrative issues (e.g. lost paychecks), compensation (e.g., salary, bonus, or overtime), e-mail abuse, poor management, and Associate misconduct (e.g., complaints of discrimination, harassment, falsification of employment and/or company records, or theft) are referred to designated members of the Human Resources and/or Loss Prevention Department.
Management, in consultation with the Human Resources Department, will take appropriate corrective action, up to and including termination of employment, in connection with a violation of the Code. Conduct that may result in disciplinary action, up to and including termination of employment, includes: (i) violation of the law or company policy, including requesting others to do so; (ii) failure to report a suspected violation of company policy; (iii) failure to effectively monitor compliance with company policies and applicable law by subordinates; (iv) failure to cooperate in an investigation; or (v) retaliation of any type against an Associate who files a complaint or cooperates in an investigation.
NO RETALIATION
The Company will not permit retaliation of any kind against Associates for reporting or threatening to report a violation of this Code, or for cooperating in investigations relating to such violations, provided that the person has acted in good faith and with a reasonable belief the information provided is true.
ALERTLINE DIRECT ACCESS CODES
For Calls Outside the United States and Canada:
Dominican Republic | 1-888-596-4487 |
Trinidad & Tobago | 1-800-311-2936 |
If you are calling from one of the countries listed below, you must first dial the access code listed for your country, which is the first number listed. When you hear the series of prompt tones or the operator, dial the second number listed which is the AlertLine number for your country.
China | 108-888 (Northern China) or 108-11 (Southern |
| & Central), then dial 866 559-1807 |
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Ecuador | 1-999-119 or 1-800-225-528 then 866 559 1825 |
El Salvador | 800-1288 then dial 866 599 1826 |
Guatemala | 999-9190 outside Guatemala City or 138-126 |
| within Guatemala City then 866 599 1828 |
Honduras | 800 0123 then dial 866 714 1290 |
Nicaragua | 1-800-0174 then dial 866 714 1295 |
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