EXHIBIT 14
Dear Associate:
The Ann Taylor Business Conduct Guidelines state the ethical
standards for the Company. As members of the Ann Taylor family,
we must each comply with these Guidelines and with the laws that
apply to our business. Read this booklet carefully and maintain
it in an accessible location for future reference.
These Guidelines are not comprehensive, and situations may arise
which require you to make a decision that Company guidelines
cannot make for you. In these cases, Ann Taylor relies on your
personal and professional integrity. Our reputation and continued
success are dependent upon your ability to consistently
demonstrate sound judgment and to deal fairly and honestly with
others.
The Ann Taylor name is built upon trusting relationships. I am
confident that, together, we have the integrity and talent to
continue rising to the challenges of our business.
Sincerely,
J. Patrick Spainhour
Chairman and Chief Executive Officer
================================================================================
TABLE OF CONTENTS
INTRODUCTION
Corporate Compliance Officer................................................ 2
Reporting of Violations..................................................... 2
Discipline for Violations................................................... 3
YOU AND
YOUR JOB
AT ANN TAYLOR
Personal Conduct............................................................. 4
Work Environment............................................................. 5
Privacy ..................................................................... 6
Use of Ann Taylor Assets..................................................... 6
Protecting Ann Taylor Assets................................................. 7
Confidentiality.............................................................. 7
Inadvertent Disclosure....................................................... 8
Requests for Information..................................................... 8
Use of Confidential Information.............................................. 9
Leaving Ann Taylor........................................................... 9
Proper Accounting and Financial Integrity.................................... 9
Review of Travel and Expense Reports.........................................10
Maintenance of Other Company Records.........................................10
================================================================================
CONDUCTING
ANN TAYLOR
BUSINESS
Relations with Clients.......................................................11
Avoid Misrepresentation......................................................12
Treat Everyone Fairly........................................................12
Relations with Vendors and Suppliers.........................................12
Contacts with Competitors....................................................13
Information About Others.....................................................14
Comparison Shopping..........................................................14
Gratuities and Entertainment.................................................15
Conformity with Import, Labeling, Advertising, Credit and Other Regulations..16
ON YOUR
OWN TIME
Conflicts of Interest........................................................17
Assisting a Competitor.......................................................17
Competing Against Ann Taylor.................................................17
Supplying Ann Taylor.........................................................18
Personal Financial Interests.................................................18
Transactions Between Associates..............................................19
Use of Ann Taylor Time and Assets............................................19
================================================================================
Participation in Political Life..............................................19
Speaking Out.................................................................20
Transactions in Ann Taylor Securities........................................20
Someone Close to You Working in the Industry ................................22
A LAST WORD..................................................................23
ACKNOWLEDGEMENT..............................................................24
================================================================================
1
INTRODUCTION
The Ann Taylor Business Conduct Guidelines are intended to aid
associates in conducting themselves in a legally and ethically
appropriate manner and to define certain of their
responsibilities as associates of Ann Taylor. Each section of
these Guidelines covers an area in which you, as an associate,
have responsibilities to Ann Taylor:
o Your personal conduct as it relates to Ann Taylor business,
including the use and protection of Ann Taylor assets.
o Your obligations in conducting Ann Taylor business with
other people and organizations.
o Conflicts of interest and other considerations affecting Ann
Taylor that may arise on your own time.
The Company's business and reputation are dependent upon the
integrity and high moral standards of every associate. However,
these Guidelines do not attempt to encompass all possible
situations - for that, we must rely on your good sense of what is
right and prudent.
Abiding by these Guidelines and related Ann Taylor practices and
procedures is a condition of your continued employment with Ann
Taylor. Any failure to follow these Guidelines or related
practices or procedures could lead to discipline of an
associate, up to and including separation, and possible civil and
criminal penalties under the law. The Company could also be
subjected to prosecution and significant fines as a result of
your conduct.
These Guidelines must be read carefully. You are required to sign
an acknowledgment that you have read these Guidelines, understand
them and agree to observe them. If you have any questions or want
something explained further, you should speak with the Corporate
Compliance Officer (our General Counsel) or a Vice President of
Human Resources before signing the acknowledgment. These
Guidelines are subject to change, as laws or Company practices
change, and will be updated accordingly. From time to time, you
may be required to re-read these Guidelines, and re-acknowledge
your understanding of and adherence to these Guidelines.
1
================================================================================
2
CORPORATE COMPLIANCE OFFICER
Our General Counsel has been designated as the Company's
Corporate Compliance Officer, having the ultimate responsibility
for overseeing compliance with all applicable laws, these
Guidelines, and all other relevant Company practices. You should
also feel free to look to our Corporate Compliance Officer as a
resource to consult before actions are taken, especially when you
think these Guidelines or other Company practices may be
ambiguous, or you think that your action might otherwise
implicate some aspect of these Guidelines or other practices. All
consultations will be kept confidential, to the extent possible
under the circumstances.
REPORTING OF VIOLATIONS
You have a responsibility to report any suspected violation of
these Guidelines or related practices to your supervisor, a Vice
President of Human Resources, or the Corporate Compliance
Officer. All supervisors and the Vice Presidents of Human
Resources are required to report potential violations to the
Corporate Compliance Officer.
Reports of suspected violations can be made anonymously, if you
prefer, by writing to the Corporate Compliance Officer in the
NYO. You may also report suspected violations anonymously by
calling the toll-free Ann Taylor CARE Hotline, 1-800-688-CARE. In
making a report, you should give a brief statement outlining your
knowledge of the alleged violation.
All reported violations, including the identity of the associate
making the report, will be kept confidential, to the extent
possible under the circumstances. Associates will not be subject
to reprisal or public embarrassment for making good faith reports
of suspected violations of these Guidelines or other Company
practices.
2
================================================================================
3
DISCIPLINE FOR VIOLATIONS
Reported violations will be investigated promptly. Relevant
corporate records will be reviewed, pertinent associates and
others may be interviewed, and such other action as the Corporate
Compliance Officer deems appropriate under the circumstances will
be taken in order to determine the existence and extent of any
violation.
Ann Taylor will discipline any associate who violates these
Guidelines or related practices. The determination of the
appropriate discipline, up to and including separation, will be
made in consultation with the Corporate Compliance Officer. Among
the factors which may be taken into account in determining the
appropriate disciplinary action are: the nature of the violation
and the ramifications to Ann Taylor of such violation; whether
the associate was directly or indirectly involved in the
violation; whether the violation was willful or unintentional;
whether the violation represented an isolated occurrence or a
pattern of conduct; whether the associate voluntarily reported
the violation; whether the associate withheld information
concerning the violation; the degree to which the associate
cooperated with the investigation; the extent to which the
circumstances reflect inadequate supervision or lack of
diligence; the disciplinary action imposed by Ann Taylor for
similar violations; and the associate's past violations, if any.
Records of all violations of these Guidelines and the
disciplinary action taken will be maintained by the Corporate
Compliance Officer and in the associate's personnel file.
Ann Taylor will not hesitate to notify and cooperate with the
police or other government authorities regarding acts of
associates involving violations of law.
3
================================================================================
4
YOU AND
YOUR JOB
AT ANN TAYLOR
o When is your personal conduct a concern to Ann Taylor?
o What are your obligations regarding Ann Taylor assets?
o What should you be aware of when recording and
reporting information?
PERSONAL CONDUCT
Ann Taylor's hard-earned reputation for the highest standards of
business conduct should never be taken for granted. Our
reputation rests not on periodic audits by lawyers and
accountants, but on our associates' integrity and conduct every
day in the workplace.
As an associate of Ann Taylor, you are expected to uphold the
highest standards of professionalism in the workplace and in the
conduct of Company business. These standards are reflected in our
Values & Practices. Ethical behavior on the job essentially
comes down to honesty and fairness in dealing with clients,
vendors, competitors and the public, as well as with your fellow
associates.
Our basic belief in respect for the individual has led to a
strict regard for the privacy and dignity of each associate.
However, when your personal conduct adversely affects your work
performance, that of other associates, or the legitimate
interests of the Company, it is of proper concern to Ann Taylor.
Examples of situations where your personal conduct may be of
concern to Ann Taylor are described under "Work Environment"
below and in the section "On Your Own Time."
4
================================================================================
5
WORK ENVIRONMENT
Ann Taylor strives to provide all associates with a healthy,
safe, and productive work environment and is committed to
eliminating recognized hazards from the workplace. Associates are
required to comply with all applicable federal, state, and local
health and safety laws, and all related Company practices,
including the maintenance and security practices set forth in AT
Your Fingertips for offices, in the Human Resources General
Practices and the Practices & Procedures Guide for stores, and in
the Distribution Center Associate Handbook for the LDC.
Associates are also required to report any unsafe conditions,
hazards, broken equipment or machinery, and accidents in
accordance with the relevant practices in these guides.
Ann Taylor's work climate must also be free from discrimination
and harassment based on race, personal characteristics, including
color, religion, creed, citizenship, national origin, national
ancestry, age, sex, sexual preference, marital status, physical,
psychiatric or emotional disability, veteran status, or any other
factor unrelated to job requirements or job status. The Company
will not tolerate any discriminatory behavior, sexual advances,
actions, comments, or any other conduct in the workplace that
creates, in the judgment of Ann Taylor management, an
intimidating or otherwise offensive environment. Nor will the
Company tolerate the use of racial or religious slurs, or any
other remarks, jokes, or conduct that, in the judgment of Ann
Taylor management, encourages or permits an offensive work
environment.
If you believe that you have been or are being subjected to such
conduct, there are many channels available to you to report such
activity to Ann Taylor (refer to "Reporting of Violations"). Be
assured that the Company will not tolerate any threats or acts of
retaliation or retribution against associates who use these
complaint channels in good faith. All complaints of any such
conduct will be investigated promptly and, to the extent
possible, confidentially. Associates who are found to have
engaged in harassment, discrimination, or other offensive conduct
or to have misused their positions of authority in this regard,
will be subject to disciplinary action, which may include
separation.
Other examples of activities that are prohibited because they are
not conducive to a positive work environment and they impede the
Company's ability to operate effectively and efficiently are:
threats, violent behavior, and the use, distribution, sale,
purchase or possession of any illegal drugs or any other
controlled substances (except for approved medical purposes).
Associates may not be on Ann Taylor premises or represent Ann
Taylor if they are under the influence of or are affected by
illegal drugs or alcohol, or any substance that interferes with
or impairs the associate's personal safety or the safety of
others. Associates who engage in these prohibited activities in
the work environment will be subject to disciplinary action, up
to and including separation.
5
================================================================================
6
PRIVACY
Ann Taylor collects and maintains personal information about all
associates that relates to employment, including medical and
benefits information, addresses, and telephone numbers. Access to
such information is restricted to Company personnel and agents
who need to know this information to conduct Company business.
Personal information about an associate is released outside Ann
Taylor or its agents only with the associate's approval, except
to verify employment or to satisfy legitimate investigative or
legal requirements. Associates who are responsible for
maintaining personal information and those who are provided
access to such information are required to ensure that the
information is not disclosed in violation of Ann Taylor practices.
Personal items, messages, or information that you consider to be
private should not be placed or kept in Company telephone
systems, computer systems (including electronic mail), offices,
work spaces, desks, credenzas, filing cabinets or lockers. These
areas are all Ann Taylor property and Company management may gain
access to these areas at any time without notice. However, for
reasons other than legitimate business purposes, associates
should not search for or retrieve articles from another
associate's workspace without the prior approval of management.
USE OF ANN TAYLOR ASSETS
Ann Taylor equipment, systems, facilities, corporate charge cards
and supplies must be used only for conducting Company business or
for purposes authorized by management. The use of Company assets,
facilities, or services for any unlawful, improper, or
unauthorized purpose is strictly prohibited. Associates may not
make commitments affecting Company assets unless properly
authorized (see the Ann Taylor Contract Guidelines published by
the Legal Department). For additional practices and procedures
regarding appropriate use of Ann Taylor assets, you should refer
to AT Your Fingertips, the Human Resources General Practices, the
Practices & Procedures Guide or the Distribution Center Associate
Handbook.
6
================================================================================
7
PROTECTING ANN TAYLOR ASSETS
You are personally responsible not only for protecting Ann Taylor
property entrusted to you, but also for helping to protect the
Company's assets in general. As such, your awareness of security
procedures can play a critical role. Be alert to situations or
incidents that could lead to the loss, misuse or theft of Company
property. Report these situations by calling the CARE Hotline
(1-800-688-CARE) or by making a report to the Vice President of
Loss Prevention, your Regional Loss Prevention Manager, your
supervisor, or (if the situation involves another Ann Taylor
associate) a Vice President of the Human Resources or the
Corporate Compliance Officer, as soon as they come to your
attention. AT Your Fingertips, the Human Resources General
Practices, the Practices & Procedures Guide and the Distribution
Center Associate Handbook also set forth procedures applicable to
the protection of Company assets.
CONFIDENTIALITY
Our most important assets are our confidential business
strategies and other confidential Company information. They are
what help our Company maintain a competitive edge. Associates may
not disclose confidential information to anyone outside the
Company unless they have been specifically authorized to do so by
a member of senior management. Confidential information includes
(but is not limited to):
o Business plans, budgets, and strategies
o Names of vendors
o Marketing services and strategies
o Inventory, pricing and price change strategies
o Possible new product lines
o Future merchandise designs, patterns, fabrication or fit
o Learning programs and manuals
o Reference materials or guidebooks
o Client information
o Unannounced financial data such as sales, earnings or
capital requirements
o Possible mergers, acquisitions or joint ventures
7
================================================================================
8
Information about the Company is also of great interest to the
investment community and Ann Taylor's stockholders. However,
disclosure of confidential information about the Company to these
parties can also lead to liability under the federal securities
laws. These laws prohibit persons from trading in securities of a
company while in possession of material, non-public information
about the company. Civil and criminal penalties may attach not
only to the person who traded in the securities, but also to the
person who disclosed the information. The Company may also be
subjected to penalties as a result of such activity. To avoid
inappropriate disclosure of confidential information, all
investors and potential investors seeking information about the
Company should be referred to Ann Taylor's Investor Relations
Department.
For information regarding prohibitions on trading in Ann Taylor
securities when you are in possession of material confidential
information, see the section of these Guidelines called "On Your
Own Time-Transactions in Ann Taylor Securities."
INADVERTENT DISCLOSURE
The unintentional disclosure of confidential information can be
just as harmful as intentional disclosure. To avoid unintentional
disclosure, never discuss with any unauthorized person
information that has not yet been made public by Ann Taylor
senior management. Avoid discussing confidential information even
with Ann Taylor associates if others who are not authorized are
also present-for example, in a public area such as an elevator,
airplane or restaurant, or at a seminar, trade show or reception.
This practice also applies to discussions with family members or
friends, who might innocently or inadvertently pass the
information on to someone else. Harmful disclosure can start with
the smallest leak of information. Fragments of disclosed
information may be pieced together with information from other
sources to form a fairly complete picture.
REQUESTS FOR INFORMATION
If someone outside the Company asks you questions about the
business, either directly or through another person, do not
attempt to answer them unless you are certain you are authorized
to do so. If you are not authorized, or you are not certain
whether you are authorized, refer the person to your supervisor,
the General Counsel or the Investor Relations Department. This
includes inquiries by securities analysts, brokers or investors,
attorneys, reporters or anyone else writing about or otherwise
covering the Company or the industry.
8
================================================================================
9
If you receive a request for information from an attorney, you
must refer it to the Company's General Counsel. Inquiries from
journalists and members of the media must be referred to Investor
Relations.
All external communications on behalf of Ann Taylor that are
intended for the general public, the financial community,
stockholders, or the press must have the advance approval of the
Chairman, Chief Operating Officer or General Counsel.
USE OF CONFIDENTIAL INFORMATION
In addition to your obligation not to disclose any confidential
Company information, you are also required to use such
information only in connection with the Company's business.
Associates of Ann Taylor may neither directly nor indirectly use
confidential Company information for personal gain or any other
benefit, or give it to anyone not employed by the Company for
their personal gain or benefit. These obligations apply whether
or not associates develop the information themselves.
LEAVING ANN TAYLOR
If you leave the Company for any reason, including retirement,
you may not disclose or misuse Ann Taylor confidential
information and must return all Company property to the Company
(including training manuals, reference binders, guidebooks,
files, memoranda, reports and client records).
PROPER ACCOUNTING AND FINANCIAL INTEGRITY
Ann Taylor is committed to full compliance with all requirements
applicable to its public disclosures, including reports filed or
furnished to securities regulators. All of the Company's
business communications should be timely, clear and accurate. It
is a violation of the Company's policy to misrepresent its
financial performance or otherwise compromise the integrity of
the Company's financial statements or other public disclosures.
It is also a violation to unduly or fraudulently influence,
coerce, manipulate or mislead independent or internal auditors
regarding Ann Taylor's financial statements, accounting
practices, or internal controls or processes.
All Ann Taylor records must be accurately maintained. The
Company's books, records and accounts must reflect, fairly and
within the Company's normal system of accountability, all assets,
liabilities, and transactions of the Company.
All acquisitions and dispositions of assets, commitments, and all
other transactions on behalf of the Company must be executed only
in accordance with established Company procedures and
management's general or specific authorization. Payments made by
or on behalf of the Company must be supported by appropriate
documentation properly describing the purposes of such payments.
9
================================================================================
10
Transactions must be recorded as necessary or appropriate to
permit the preparation of Company financial statements in
conformity with generally accepted accounting principles and all
other applicable rules, and to ensure full accountability for all
assets and activities of the Company. All Company assets and
liabilities must be recorded in the Company's general ledger. All
sales, transfers and returns of merchandise must be recorded in
accordance with the practices outlined in the Human Resources
General Practices, the Practices & Procedures Guide, and AT Your
Fingertips. Under no circumstance may there be any unrecorded
fund or asset of the Company, regardless of the purposes for
which such fund or asset may be intended, or any improper or
inaccurate entry knowingly made on the books or records of the
Company.
REVIEW OF TRAVEL AND EXPENSE REPORTS
Please refer to the travel and expense report guidelines in AT
Your Fingertips and the Human Resources General Practices, for
the proper steps and documentation necessary for obtaining
reimbursement of appropriate, authorized expenses incurred in
connection with work for Ann Taylor. Travel and expense reports
are subject to periodic review by the Travel, Accounts Payable,
and Internal Audit Departments. The Audit Committee of the Board
of Directors may review travel and expense reports of senior
management. Associates who fail to observe travel and expense
report guidelines or falsify reports will be subject to
disciplinary action, which may include separation.
MAINTENANCE OF OTHER COMPANY RECORDS
All associates must follow the Company's practice regarding the
retention of records and the maintenance and disposal or
destruction of Company records and files. This practice can be
found in AT Your Fingertips, the Human Resources General
Practices, the Practices & Procedures Guide and the Distribution
Center Associate Handbook. Records retention guidelines are
necessary in order to comply with laws and regulations that
require retention of certain business records for various periods
of time.
When litigation or an investigation is pending, relevant records
must not be destroyed (even if the age of the records is beyond
the Records Retention guidelines). Destruction or falsification
of any potentially relevant document may lead to prosecution for
obstruction of justice. If you have any doubt about the legality
of destroying any document, consult with the Corporate Compliance
Officer before doing so.
10
================================================================================
11
CONDUCTING
ANN TAYLOR
BUSINESS
o What business conduct and ethical issues might you encounter
in dealing with outside organizations and others?
o What are the proper ways of dealing with these issues?
In the eyes of the public, you are Ann Taylor. The Company's
reputation depends on your professionalism and integrity in
conducting business and in representing the brand. Ann Taylor
associates deal with a great variety of outside organizations and
individuals in the ordinary course of Company business. Typical
of such contacts are relationships with clients, vendors and
other suppliers of goods and services.
RELATIONS WITH CLIENTS
It is a basic and integral part of the Company's fundamental
objectives and practices to value clients, and
put them first. Ann Taylor's guiding principles are:
o To provide clients with quality merchandise and services at
fair prices.
o To deal with clients fairly, honestly, and courteously.
o Never to misrepresent (whether orally or in writing or in
sales promotion efforts or otherwise) the character,
price, quality, or properties of our merchandise or
services or those of our competitors.
o To attempt in good faith to ascertain and satisfy client
needs.
o To live up to the Company's obligations, both legal and
ethical, to clients, and to satisfy all legitimate
client complaints fairly and promptly, always mindful
of the fact that a satisfied client is one of Ann
Taylor's most valued assets.
11
================================================================================
12
AVOID MISREPRESENTATION
Never make misrepresentations to anyone. If you believe that
someone may have misunderstood you, promptly correct any
misunderstanding. Honesty, based on clear communication, is
integral to ethical behavior. The resulting trust is essential to
sound, lasting business relationships.
It has long been Ann Taylor's practice to sell merchandise and
services on their merits, not by disparaging competitors, their
products, or their services. False or misleading statements and
innuendoes are improper. Do not make comparisons that unfairly
cast a competitor in a bad light. Such conduct only invites
disrespect from clients and complaints from competitors. Instead,
stress the advantages of Ann Taylor merchandise and services and
be sure that all comparisons are fair and accurate.
TREAT EVERYONE FAIRLY
Everyone you do business with on the Company's behalf is entitled
to fair and equitable treatment. That should be true no matter
what your relationship with an outside organization may be -
whether you are buying, selling or representing Ann Taylor in any
other capacity.
RELATIONS WITH VENDORS AND SUPPLIERS
All vendors and suppliers of goods and services must be treated
fairly. In deciding among competing vendors and suppliers, weigh
all the facts impartially. This is true whether you are placing a
large or small merchandise order or contracting for a small
repair job or any other service. The selection of a vendor or
supplier must be based on quality, need, performance and cost.
Of course, in dealing with vendors and suppliers, you are
expected to promote the best interests of Ann Taylor, within
legal limits, through aggressive attention to opportunities and
ensuring that vendors also give Ann Taylor fair terms and fair
treatment.
Whether or not you are in a position to influence decisions
involving the evaluation or selection of a vendor or supplier,
you must not exert or attempt to exert influence to obtain
"special treatment" for any vendor or other supplier. Even the
appearance of so doing can undermine the integrity of Ann Taylor.
It is essential that the vendors and suppliers competing for
business have confidence in the integrity of the Company's
selection process.
12
================================================================================
13
Decisions to terminate vendors or suppliers must also be made
fairly and independently. These decisions must not be the result
of coercion by competing vendors or suppliers or collusion with
them. Similarly, associates must not attempt to coerce vendors or
suppliers into refusing to sell to the Company's competitors or
otherwise interfere with the relationship between vendors or
suppliers and their other customers.
Also, although a vendor may legally suggest a retail price, any
agreement between the vendor and the retailer establishing a
price at which the retailer must sell is illegal. Ann Taylor will
not be party to any agreement with a vendor establishing minimum
prices, maximum prices, sale break dates, or other restrictions
on the Company's freedom to set the price of merchandise.
Other types of agreements with suppliers may also raise issues
under laws governing competition. Consult with the General
Counsel before entering into any agreement with a vendor or
supplier that is exclusive, restricts territories, customers or
types of products sold in a geographic area, or that is a joint
purchasing agreement with another buyer.
CONTACTS WITH COMPETITORS
Laws governing competition ("antitrust laws") exist in most of
the countries in which Ann Taylor does business. Under these
laws, companies may not enter into agreements with each other,
however informally, that unreasonably restrict the functioning of
the competitive market system.
Examples of prohibited agreements include agreements or
understandings between competitors concerning prices or other
sales terms, such as the timing or amount of price changes, dates
of special sales or promotions, or store operating hours;
agreements to divide markets or customers or to control or limit
the type or brand of merchandise sold; agreements to boycott
certain vendors, suppliers, or customers; or a company's
understanding with its suppliers that they will not sell to the
company's competitors. In the United States and many other
countries, these types of agreements are illegal and can subject
the associate, as well as Ann Taylor, to damage awards, fines,
and criminal penalties.
13
================================================================================
14
In all contacts with competitors, avoid discussing prices or
pricing practice, terms and conditions of sales, costs, profits
or profit margins, inventories, marketing and merchandise plans,
market surveys and studies, production plans and capabilities,
the selection, quality or termination of suppliers - and, of
course, any other proprietary or confidential information. Such
discussions can later be used as evidence of illegality. Courts
can - and do - infer illegal agreements based on "loose talk,"
informal discussions, or the exchange of information between
competitors. If a competitor raises any of these subjects, even
lightly or with apparent innocence, inform the competitor that
you are not at liberty to discuss such matters. When attending
seminars and trade association or similar meetings where
competitors are brought together, be mindful of the difference
between permitted and prohibited discussions.
Under no circumstances may any Ann Taylor associate engage in
prohibited anti-competitive behavior. If you have any questions
regarding your actions in light of the antitrust laws, you should
contact the General Counsel.
INFORMATION ABOUT OTHERS
In the normal course of business, it is not unusual to acquire
information about many other organizations, including
competitors. Doing so is a normal business activity and is not
unethical in itself. In fact, Ann Taylor collects information on
competitors, vendors, and clients from a variety of legitimate
sources, in order to evaluate the Company's own merchandise,
services and marketing methods, and for purposes such as
extending credit and evaluating vendors.
However, there are limits to the ways that information should be
acquired and used, especially information about competitors.
Improper means to acquire a competitor's trade secrets or other
confidential information should never be used. Flagrant practices
such as industrial espionage, burglary, wire-tapping and stealing
are obviously wrong. Improper solicitation of confidential data
from competitors' employees is also wrong. Ann Taylor will not
tolerate any form of questionable intelligence gathering.
COMPARISON SHOPPING
Comparison shopping in competitors' stores to check prices,
merchandise, or display techniques is essential to maintaining an
aggressively competitive retail operation. However, comparative
shopping must be treated as sensitively as any other contact with
a competitor. When in a competitor's store, do not enter any area
of the store that is not open and accessible to the public. Do
not ask for or accept any documents, including price lists, that
are not generally available to the public. If you are recognized
and greeted by store employees, keep conversation to permissible
subjects and be mindful of these Guidelines.
14
================================================================================
15
GRATUITIES AND ENTERTAINMENT
Gifts offered to or exchanged by employees of different companies
vary widely. They range from distributed advertising novelties of
nominal value (which you may accept), to bribes, which you
unquestionably may not give or accept.
No associate (or immediate family member of an associate) may
directly or indirectly solicit, accept or retain any gift or
personal benefit from any vendor, supplier, customer, or other
party with whom the Company has a business relationship or which
is seeking to do business with Ann Taylor. A "personal benefit"
means any type of gift, use of facilities, favor, entertainment,
service, loan, compensation, or anything of monetary value.
Listed below are the only exceptions to these prohibitions, which
are circumstances that the Company believes have no reasonable
likelihood of improperly influencing its associates:
o Normal business courtesies involving no more than amenities,
such as a meal, or occasional tickets to sporting or
cultural events
o Personal gifts with a value less than $50 individually or in
the aggregate from any single source in a given year
o Loans from financial institutions made in the ordinary
course of business on customary terms and at prevailing
rates
o Fees or other compensation received from an organization in
which an office, position, or membership is held, if
approved in advance by senior management of the Company
o Paid trips or guest accommodations in connection with proper
Company business if prior approval of the Chairman,
Chief Operating Officer or General Counsel has been
obtained
15
================================================================================
16
You may not give any money or any gift to any executive,
official, or employee of any vendor, supplier, government agency,
or any other organization if doing so could reasonably be
construed as having any connection with Ann Taylor business
relations. In no event may a gift exceeding $50 be given without
specific authorization from the Chairman, Chief Operating Officer
or General Counsel. All gifts must be documented on an expense
report.
CONFORMITY WITH IMPORT, LABELING, ADVERTISING, CREDIT, AND OTHER
REGULATIONS
The Company's business is subject to substantial regulation by
various federal and state agencies. For example, merchandise
imported from outside the United States is subject to regulation
by the United States Customs Service. Labeling, packaging, and
advertising, including catalogs, must comply with regulations of
the Federal Trade Commission. Federal, state, and/or local sales
or use taxes are required to be collected and remitted in
connection with sales of merchandise.
All associates are required to be aware of the laws and
regulations applicable to their area of responsibility; to follow
the practices set forth in AT Your Fingertips, the Human
Resources General Practices, the Practices & Procedures Guide,
the Distribution Center Associate Handbook and any other
established Company procedures relevant to their area (which are
designed to conform with applicable laws and regulations); to
consult with the Ann Taylor associate ultimately responsible for
compliance with regulations applicable to their area; and to
consult with Ann Taylor's General Counsel, as appropriate.
If you become aware that any aspect of Ann Taylor operations
might be in violation of any applicable law or regulation, or if
you become aware of any actual violation, the possible or actual
violation should be reported immediately to your supervisor,
Corporate Compliance Officer or by calling the CARE Hotline
(1-800-688-CARE). Any Ann Taylor associate who fails to report
any known or suspected violation, or who knowingly fails to
comply with any applicable law or regulation in the conduct of
Ann Taylor business, will be subject to disciplinary action,
which may include separation.
16
================================================================================
17
ON YOUR
OWN TIME
o What personal activities or circumstances outside
work might conflict with your job?
o What factors should you consider in order to avoid a
possible conflict of interest?
CONFLICTS OF INTEREST
Your private life is very much your own. Still, a conflict of
interest may arise if you engage in any activities or advance any
personal interests at the expense of the interests of Ann Taylor.
It is up to you to avoid situations in which your loyalty may
become divided. The most common conflicts are addressed here to
help you make informed decisions.
ASSISTING A COMPETITOR
An obvious conflict of interest is providing assistance to an
organization that markets merchandise or services in competition
with current or potential Ann Taylor offerings. You may not,
without the Company's consent, work for such an organization as
an employee, consultant, or member of its Board of Directors.
These activities are prohibited because they divide your loyalty
between Ann Taylor and that organization.
COMPETING AGAINST ANN TAYLOR
While you are an Ann Taylor associate, you may not commercially
market merchandise or services in competition with current or
potential Ann Taylor merchandise offerings. Marketing activities
are "commercial" if you receive direct or indirect remuneration
of any kind. Performing such activities on a non-commercial basis
may, depending on the circumstances, be permissible. It would not
be permissible if Ann Taylor decides that such activity has or
may have more than a minimal impact on current or future business.
17
================================================================================
18
It is your responsibility to consult with the Company's General
Counsel to determine whether your planned activity will compete
with any actual or potential Ann Taylor business. This must be
done before you pursue an activity that might create a conflict
of interest with Ann Taylor.
SUPPLYING ANN TAYLOR
Generally, you may not be a supplier or vendor to Ann Taylor,
represent a supplier or vendor to Ann Taylor, work for a supplier
or vendor to Ann Taylor, or be a member of its Board of
Directors, while you are an associate of Ann Taylor. The
Chairman, Chief Operating Officer or General Counsel must approve
any exception to this practice. In addition, you may not accept
money or benefits of any kind for any advice or services you
provide to a vendor or supplier in connection with its business
with Ann Taylor.
PERSONAL FINANCIAL INTERESTS
In order to avoid conflicts of interest, you should not have a
financial interest in any organization that does business with
Ann Taylor (e.g., vendors, competitors, joint venture companies),
if that interest might cause you to have a conflict of interest
with the Company.
A financial interest is improper if the combination of your
position, the amount of your investment, and the particular
company in which you invested could-when viewed objectively by
another person-influence or be perceived to influence your
actions as an Ann Taylor associate.
In the case of a supplier or vendor company, if you have anything
to do either directly or indirectly in deciding whether Ann
Taylor does business with that company, you should not have any
financial interest in the company.
You should not evade these Guidelines on investments by acting
indirectly through anyone else. Potential conflict situations
should be presented to the Chairman, Chief Operating Officer or
General Counsel for review.
18
================================================================================
19
TRANSACTIONS BETWEEN ASSOCIATES
Associates spend a significant amount of time at work, so it is
only natural that friendships among colleagues will develop. In
fact, we hope that all Ann Taylor associates will feel a strong
sense of camaraderie and team spirit. However, certain aspects of
these relationships may interfere with the exercise of sound
business judgment or prevent associates from acting in the best
interest of the Company. It is for this reason that Ann Taylor
associates should never borrow from or make a loan to another
associate or engage in any other transaction which might
interfere, or might be perceived to interfere, with the exercise
of their judgment or conflict with the best interest of Ann
Taylor.
USE OF ANN TAYLOR TIME AND ASSETS
You may not perform outside work or solicit outside business on
Ann Taylor premises or while working on Ann Taylor time,
including time you are given with pay to handle personal matters.
Nor are you permitted to solicit for purposes, such as
contributions, requests for signatures or memberships, in Ann
Taylor offices or stores during work time, or to use Ann Taylor
equipment, telephones, electronic mail, computer equipment,
copier machines, and other Company materials, resources, or
property for any outside work.
PARTICIPATION IN POLITICAL LIFE
Ann Taylor is prohibited by law from making contributions or
payments to political parties or candidates and will not provide
any other form of support that may be considered a contribution.
The Company will not reimburse any associate for any political
contribution made. Further, since your work time could be
considered the equivalent of a contribution, you will not be paid
by Ann Taylor for any time you spend running for public office,
serving as an elected official, or campaigning for a political
candidate, unless required by law. You can, however, take
reasonable time off without pay or benefits for such activities,
if your Ann Taylor duties permit the time off and if your
supervisor approves it. You also may use accrued vacation time
for political activity.
In addition, associates are prohibited from wearing campaign
buttons or other political pins in Ann Taylor stores or
distributing campaign literature on Ann Taylor premises.
19
================================================================================
20
SPEAKING OUT
When you express opinions on public issues, make sure that you do
so as an individual. Do not give the appearance that you are
speaking or acting on behalf of Ann Taylor.
TRANSACTIONS IN ANN TAYLOR SECURITIES
Federal securities laws prohibit persons from trading securities
when in possession of material information about a company if
that information has not yet been made public. No associate (or
any person acting on such associate's behalf) who is aware of
material information relating to Ann Taylor may buy or sell Ann
Taylor stock or other Ann Taylor securities until the Company has
disclosed the information to the public, and the information has
had an adequate opportunity to be absorbed by the market.
"Material information" is any information that an investor might
consider important in deciding whether to buy, sell, or hold
securities, or information that could reasonably be expected to
affect the market price of a company's securities. Information
may be important for this purpose even if it would not, alone,
determine the investor's decision. Examples of some types of
material information are sales trends, financial results,
financial forecasts, possible mergers, acquisitions, joint
ventures, and other purchases and sales of or investments in
other companies, obtaining or losing important contracts,
important product developments, major litigation developments,
and major changes in business direction.
Information is considered to be non-public unless it has been
effectively disclosed to the public, and the market as a whole
has had adequate time to digest the information. Examples of
effective disclosure include public filings by the Company with
the Securities and Exchange Commission and issuance of Company
press releases, and also may include Company meetings with
members of the press and the public. If you have any questions
about whether you can trade Ann Taylor securities, please contact
the Company's General Counsel.
To guard against the appearance of improper trading, whether or
not you have knowledge of material, non-public information
concerning Ann Taylor, no associate who receives or has access to
daily "flash" sales reports or weekly or monthly sales statistics
may trade Company securities, except during the
20
================================================================================
21
"sales window period" established by the Legal Department, which
is generally from the first through the sixth business day after
the Company's monthly sales press release is issued, and then
only if you are not in possession of other material, non-public
information about the Company.
Associates who have access to earnings data and projections are
subject to greater restriction, and should generally limit their
transactions in Company securities to the "earnings window
period" established by the Legal Department, which is generally
from the second (assuming release after market close) through the
seventh business day after the Company's quarterly earnings press
release, and then only if you are not in possession of other
material, non-public information about the Company. Executive
Officers and members of the Board of Directors of the Company
have additional obligations under the securities laws;
consequently, the General Counsel must approve any transactions
by a Board Member or Executive Officer.
The foregoing practices will not prevent your participation in
the Ann Taylor Associate Discount Stock Purchase Plan or in the
Ann Taylor Common Stock Fund under the 401(k) Savings Plan. The
purchase of shares under these benefit plans, even at times when
you are in possession of material, non-public information, should
not constitute a violation of the securities laws since plan
contributions and purchases of shares are made automatically once
you have elected to participate. However, your initial
enrollment in the Stock Purchase Plan or your designation of the
Ann Taylor Common Stock Fund under the Savings Plan, any changes
to your participation in those Plans, or selling shares acquired
under those Plans, should comply with the above "window period"
practice, and may be made only if any material information you
possess has been made public by the Company.
The disclosure of material, non-public information to others can
cause serious legal difficulties for the Company, the associate
making the disclosure and the person to whom any disclosure is
made. Associates should not discuss material, non-public
information about Ann Taylor with anyone except as required in
the performance of their regular corporate duties (see "You and
Your Job at Ann Taylor - Confidentiality"). Further information
about securities regulations and confidential information is
available from the General Counsel.
21
================================================================================
22
SOMEONE CLOSE TO YOU WORKING IN THE INDUSTRY
With the growth of two-career families and the expansion of the
industry, you may find yourself in a situation where your spouse,
another member of your immediate family, or someone else you are
close to, is a competitor or supplier of Ann Taylor or is
employed by one. While everyone is entitled to choose and pursue
a career, these situations call for extra sensitivity to
security, confidentiality, and conflicts of interest. The
closeness of the relationship might lead you to inadvertently
compromise Company interests. Among the factors to consider in
assessing such a situation are:
o The relationship between Ann Taylor and the other company.
o The nature of your responsibilities as an Ann Taylor
associate and those of the person close to you.
o The access each of you has to your respective employer's
confidential information.
You should also be aware that the situation, however harmless it
may appear to you, could arouse suspicions among other associates
that might affect your working relationships. The very appearance
of a conflict of interest can create problems, regardless of the
behavior of the Ann Taylor associate involved. To remove any such
doubts or suspicions, you should review your specific situation
with the Corporate Compliance Officer to assess the nature and
extent of any concern and how it can be resolved. Frequently, any
risk to Ann Taylor interests is sufficiently remote that you need
only to be reminded to guard against inadvertently disclosing Ann
Taylor confidential information. However, in some cases, a change
in the job responsibilities of one of the people involved may be
necessary. Ann Taylor also has specific practices relating to
the hiring and employment of associates' relatives. Consult AT
Your Fingertips, the Human Resources General Practices or the
Distribution Center Associate Handbook for the Company's
practices regarding this issue.
22
================================================================================
23
A LAST
WORD
In essence, Ann Taylor expects you to obey the law and to deal
fairly and honestly in all your business relationships. These
Business Conduct Guidelines are based on established principles
that all associates can understand. In most cases, applying these
principles requires only common sense, honesty, and good
judgment. If you do have a question or problem, bring it promptly
to the attention of the Corporate Compliance Officer or your
supervisor.
THE
GOOD REPUTATION
AND INTEGRITY
OF ANN TAYLOR
ARE IN YOUR
HANDS
23
================================================================================
24
ACKNOWLEDGEMENT
TO: The Corporate Compliance Officer
From: -----------------------------------------------------------
(print name)
This is to acknowledge that I received, read, and understand the
Ann Taylor Business Conduct Guidelines. I agree to comply fully
with the standards contained in these Guidelines and the related
practices and procedures adopted by Ann Taylor and understand
that compliance with such standards, practices, and procedures is
a condition of my continued employment with Ann Taylor.
- --------------------------------------------- -------------
Signature Date
ANN TAYLOR COPYRIGHT 2003
24