Exhibit 14
VF CORPORATION CODE OF BUSINESS CONDUCT
VALUES STATEMENT
VF is the global leader in creating powerful brands of apparel. The consumer is
the focus of everything we do.
We are the best at bringing people comfort and quality in our brands. We know
our consumers, where they are and where they're headed. We are dedicated to our
retail partners. We believe in treating our associates, our colleagues and all
those we serve in the course of doing business with the highest levels of
honesty, integrity, consideration and respect.
Our world-class people are the source of our success. As a company, we bring
excellence in operations and the latest technology to the art of apparel. We
bring to market the right products at the right time. Working together, we have
a bright future because we create superior products and market them with
exceptional skill.
All these things mean success - for our associates, our retailers, our
shareholders, our communities, and the millions of people who feel good in our
brands.
These are the things that make us great. These are the things that make us VF.
PURPOSE AND COMPLIANCE
A cornerstone of our business philosophy is to achieve a leadership position in
every facet of our business while maintaining the highest standards of
excellence and integrity.
The conduct of business with associates, customers, consumers, suppliers, and
all others shall be on an honest, fair and equitable basis. It has been and will
continue to be the Company's policy to obey all applicable laws and to honor our
obligations to society by being an economic, intellectual, and social asset to
each community and nation in which the Company operates.
The Board of Directors and Management of the Company have adopted the Code of
Business Conduct as set forth below. The Code is intended to establish minimum
general standards of conduct encompassing the most common and sensitive areas in
which the business operates. Other specific corporate policies and guidelines
will expand on broad statements made in this policy and will cover other
subjects relative to the management of the business.
1
All managers will be responsible for the distribution of this Code to their
associates. Every associate is responsible for complying with these principles,
guidelines, and policies. Any violation may be grounds for dismissal.
BUSINESS ETHICS
The Company enjoys a reputation for integrity and is committed to continuing its
high standard of integrity worldwide.
PERSONAL INTEGRITY
The Company expects all its associates to be dedicated to providing the consumer
with products of superior quality and value. The Company believes associates
should consider this a matter of personal integrity. Among other things,
personal integrity means performing our jobs to the fullest, being accountable
for our actions, and upholding the values, principles and standards upon which
our Company's reputation rests.
CONFLICT OF INTEREST
In dealing with suppliers, contractors, customers and others doing or seeking to
do business with the Company, associates shall conduct their business in the
best interests of the Company. All associates have a duty to ignore any
consideration resulting in personal advantage or gain when they represent the
Company in its business affairs.
No associate of the Company shall own any interest in (excluding publicly-traded
securities) or have any personal contract or agreement of any nature with
suppliers, contractors, customers or others doing business with the Company that
might tend to influence a decision with respect to the business of the Company.
Any associate who owns securities in any company with whom such associate does
business on behalf of the Company shall disclose this interest to his or her
supervisor.
Each year a notice concerning conflicts of interest shall be sent to all
directors, officers and certain other associates.
Situations involving a conflict of interest may not always be obvious or easy to
resolve. You should report actions that may involve a conflict of interest to
your coalition chief financial officer or chief accounting officer, to your
human resources manager, or the Company's General Counsel.
In order to avoid conflicts of interests, each of the CEO and senior financial
officers must disclose to the General Counsel any material transaction or
relationship that reasonably could be expected to give rise to such a conflict,
and the General Counsel shall notify the Nominating and Governance Committee of
any such disclosure. Conflicts of interests involving the General Counsel shall
be disclosed to the Chief Executive Officer, and the Chief Executive Officer
shall notify the Nominating and Governance Committee.
2
QUESTIONABLE PAYMENTS, GIFTS OR CONTRIBUTIONS
The Company prohibits paying or receiving bribes, pay-offs, kickbacks, excessive
gifts, entertainment perks or anything that may be considered illegal, unethical
or compromising. Under no circumstances shall gifts be made to governmental
officials. Contributions shall not be made to political parties or candidates
for political office that may be considered illegal. Company associates shall
not accept costly entertainment or gifts (excluding momentos and novelties of
minimal value) from suppliers, customers or others with whom the Company does
business. Suppliers and associates are annually advised of this policy.
Associates shall not engage in any arrangement, directly or indirectly, that
results in paying or receiving funds or gifts of the nature noted above.
Members of an associate's family may not receive compensation, commissions, or
gifts from companies or organizations that deal with the Company if such receipt
could reasonably be construed to influence the associate's decisions.
FAIR DEALING
Each associate of the Company should endeavor to deal fairly with customers,
suppliers, competitors, the public and one another at all times and in
accordance with ethical business practices. No one should take unfair advantage
of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair dealing practice. The
Company and the associate involved may be subject to disciplinary action as well
as potential civil or criminal liability for violation of this policy.
CORPORATE OPPORTUNITIES
Associates are prohibited from taking for themselves business opportunities that
arise through the use of corporate property, information or position. No
associate may use corporate property, information or position for personal gain,
and no associate may compete with the Company. Competing with the Company may
involve engaging in the same line of business as the Company, or any situation
where an associate takes away from the Company opportunities for sales or
purchases of products, services or interests.
PURCHASING
Purchases must be made on a basis that is in the best interest of the Company
without favoritism to any supplier. Prices paid for materials, supplies and
services shall be negotiated on a fair and competitive basis, while seeking to
obtain the maximum value for each expenditure. It is imperative that
relationships with suppliers be conducted with integrity and with the confidence
that each party will fulfill its commitments.
3
INSIDER TRADING
VF has a long-standing commitment to comply with all securities laws and
regulations. U.S. securities laws, which apply to the Company worldwide,
prohibit, among other things, associates from purchasing or selling shares of
the Company's common stock on the basis of material non-public information.
Associates are also prohibited from providing family members, friends, or any
other persons with material non-public information. Material non-public
information is any information concerning a company's business, prospects,
securities, or market which an investor might consider important in deciding
whether to buy or sell the securities, or which could affect their market price.
Examples of material information include: possible mergers, acquisitions or
divestitures; actual or estimated financial results or changes in dividends;
purchases and sales of investments in companies; obtaining or losing significant
contracts; significant discoveries or product developments; threatened major
litigation or developments in such matters; and major changes in business
strategies.
COMPETITIVE CONDUCT
ANTI-TRUST LAWS
Anti-trust laws pertain to dealings with customers, suppliers and competitors,
and those involved in this area are expected to be familiar with these laws. Any
activity which may be considered in restraint of trade, unfair business
practice, price fixing or unfair competitive behavior is in violation of the law
and strictly prohibited by the Company. All personnel shall comply fully and in
good faith with the anti-trust laws.
A copy of the Company's Anti-Trust Compliance Policy is issued to the sales
force and management involved in the sales area. This policy provides general
understanding of the anti-trust laws and will assist associates in competing
vigorously within the law. If situations arise or there is the slightest doubt
about legality of a particular anti-trust sensitive situation, refer the matter
to the General Counsel.
ADVERTISING PHILOSOPHY
Advertising is an important, essential and valued tool in the sale of consumer
products. The Company's advertising will be appealing, tasteful, truthful and
without exaggeration or overstatement.
ASSOCIATE RELATIONS
EMPLOYMENT
The Company desires to provide stable employment in positions that will allow
employees to develop personally and professionally. It is the Company's aim that
our employees will derive satisfaction from achieving corporate objectives
through superior
4
performance in an organizational environment characterized by competence,
integrity, teamwork and fairness. An atmosphere of mutual respect and trust will
be maintained between labor and management.
NON-DISCRIMINATION
The Company's associates are its greatest resource. It is the Company's policy
to treat its associates fairly in all respects and to select associates on the
basis of qualification for the work to be performed without regard to race,
color, religion, national origin, sex, age, disability or sexual orientation.
The Company will provide compensation programs founded on high performance
standards, equitable treatment and competitive opportunities commensurate with
corporate and individual performance.
HARASSMENT
All associates shall have the opportunity to perform their work in an atmosphere
and environment free from any form of unlawful discriminatory or retaliatory
treatment or physical or mental abuse, including, but not limited to, harassment
based on race, color, religion, national origin, sex, age, disability or sexual
orientation.
OPPORTUNITIES FOR GROWTH
The Company seeks to provide employees with ample opportunity for professional,
economic and personal growth. The Company will provide employees the opportunity
to advance their careers through education, training and work experience
consistent with proven performance.
HEALTH, SAFETY AND DRUGS
Associates are the Company's most valuable resource and, for that reason, their
safety and health are of paramount concern. The Company maintains a strong
commitment to its associates to provide a clean, safe, healthy, drug-free and
alcohol-free workplace and to establish programs promoting high standards of
safety and health. Consistent with the spirit and intent of this commitment, the
Company expects associates to report for work in proper condition to perform
their duties.
PROTECTING CORPORATE PROPERTY & RECORDS
COMPANY PROPERTY AND PROPRIETARY INFORMATION
We must protect the Company's property from loss, damage, theft, vandalism,
sabotage or unauthorized use or disposal. This applies to property located in
the office, at home or on customer premises. The Company's property includes:
- PHYSICAL PROPERTY including offices and office equipment, plant
and equipment, inventory, and vehicles.
5
- INTELLECTUAL PROPERTY including such things as patents,
copyrights, trademarks, work methods and practices, trade
secrets, computer software technologies, computer operating
systems, written materials, e-mail and voice mail.
- PROPRIETARY INFORMATION including any non-public information that
might be useful to a competitor or that could be harmful to the
Company or its customers or suppliers if disclosed.
During the course of employment, associates may use the Company's physical and
intellectual property for appropriate Company business purposes only. All
Company Proprietary Information should be maintained in strict confidence,
except when disclosure is authorized by the Company or required by law.
Upon leaving the Company's employment, associates must return all company
property in their possession.
COMPUTER AND NETWORK SECURITY
Computers and computer networks have become an essential feature of our
workplace. Indeed, they form the very backbone of our telecommunications network
and operations infrastructure. For this reason, every effort must be made to
protect the Company's computer systems and associated software from the various
threats to their security, such as accidental or deliberate destruction of data
and equipment, interruption of service, unauthorized disclosure of sensitive
information, theft, and corruption.
ACCOUNTING & FINANCIAL RECORDS
The Company is responsible for furnishing reliable financial information on a
periodic and timely basis to its shareholders, potential shareholders,
creditors, governmental agencies and others.
The accounting and financial records of the Company shall be maintained on the
basis of valid, accurate and complete data with adequate supporting information
to substantiate all entries to the books of account. All associates involved in
creating, processing and recording the accounting information shall be held
responsible for its integrity.
The books and accounting records shall be maintained in compliance with
generally accepted accounting principles, and properly established controls
shall be strictly followed. There shall be no concealment of information from or
by management, or from the Company's independent auditors or internal auditors.
6
PUBLIC RELEASE OF CORPORATE INFORMATION AND QUALITY OF PUBLIC DISCLOSURES
The Company is a publicly held corporation and its shares trade on a U.S.
national securities exchange. The public, therefore, is entitled to periodic
communications concerning certain financial and operating information of the
Company. Credibility of such information must be maintained.
The Company has a responsibility to communicate effectively with shareholders so
that they are provided with full and accurate information, in all material
respects, about the Company's financial condition and results of operations. The
Company's reports and documents filed with or submitted to the Securities and
Exchange Commission and our other public communications shall include full,
fair, accurate, timely and understandable disclosure, and the Company has
established a Disclosure Committee to assist senior management of the Company in
fulfilling their responsibility for oversight of the accuracy and timeliness of
such disclosures.
Interviews with security analysts, members of the press and other interested
parties will be conducted only by designated members of Corporate Management.
Other interviews must be approved by top Corporate Management. All requests for
interviews shall be referred to the Company's Financial and Corporate
Communications Department which is responsible for making appropriate
arrangements.
The distribution of corporate financial releases, booklets, brochures and
publications for general public mailings will be made through the Financial and
Corporate Communications Department.
Associates shall not disclose to outsiders material corporate information they
obtain during the course of employment with the Company unless the disclosure
has already been made available to the public.
The Company forbids its associates from using inside corporate information for
their personal gain or from disclosing it to others who might use it for
personal gain. Such action will result in immediate dismissal.
Copies of the Company's disclosure policy can be obtained from the Financial and
Corporate Communications Department.
PUBLIC RESPONSIBILITY
LOCAL COMMUNITIES
The Company feels a responsibility toward the communities in which the Company
operates on a worldwide basis. The Company has a social obligation to pay its
share of taxes, conserve energy, protect the environment, display good
citizenship and offer good employment opportunities.
7
ENVIRONMENTAL HEALTH & SAFETY
The Company shall maintain a safe and healthy work environment and manage its
business in ways that are sensitive to the environment. The Company will comply
with all environmental, health and safety laws and will internally establish and
comply with its own strict standards established on behalf of the well-being of
our associates and the communities in which the Company operates.
COMPLIANCE WITH LAWS, RULES, AND REGULATIONS
The Company operates its business in many countries and the laws, rules, and
regulations vary widely from country to country. It is mandatory that all
associates conduct Company business in full compliance with the laws, rules, and
regulations of each respective country, or follow the Company standards set
forth if local laws are more permissive. No associate of the Company shall
commit an illegal or unethical act, or instruct others to do so, for any reason.
If you believe that any practice raises questions as to compliance with this
Code or applicable law, rule, or regulation or if you otherwise have questions
regarding any law, rule, or regulation, please contact the Law Department.
POLITICAL ACTIVITY
Associates are encouraged to support the political parties and candidates for
public office of their own choice. However, any partisan political activity must
take place on an associate's own time, at their own expense and not on Company
premises.
GOOD CITIZENSHIP
We are committed to being a responsible corporate citizen of the worldwide
communities in which we reside. We will strive to improve the well-being of our
communities through the encouragement of associate participation in civic
affairs and through corporate philanthropy.
COMPLIANCE WITH THIS CODE AND REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR
All associates are expected to comply with all of the provisions of
this Code. The Code will be strictly enforced throughout the Company and
violations will be dealt with immediately, including subjecting persons to
corrective and/or disciplinary action such as dismissal or removal from office.
Each officer and department head shall be responsible for monitoring and
enforcing the Code of Conduct within their areas of responsibility. Violations
of the Code that involve illegal behavior will be reported to the appropriate
authorities.
Any concerns about violations of laws, rules, regulations or this Code
by any senior executive officer or director should be reported promptly to the
General Counsel, and the General Counsel shall notify the Nominating and
Corporate Governance Committee of any violation. Any conflict of interests
involving the General Counsel should be reported promptly to the Chief Executive
Officer, and the Chief Executive
8
Officer shall notify the Nominating and Corporate Governance Committee of any
violation.
Any associate who may discover any item or situation of a questionable
nature, including omission, falsification, inaccuracy or illegality, shall
report such violation immediate to their department head, division controller or
CFO, or the Company's Controller or CFO, or the General Counsel. The Company
encourages all associates to report any suspected violations promptly and
intends to thoroughly investigate any good faith reports of violations. You are
required to cooperate in internal investigations of misconduct and unethical
behavior.
The Company recognizes the need for this Code to be applied equally to
everyone it covers. All associates are responsible for complying with these
principles, guidelines, and policies. The General Counsel of the Company will
have primary authority and responsibility for the enforcement of this Code,
subject to the supervision of the Nominating and Corporate Governance Committee,
or, in the case of accounting and financial reporting, internal accounting and
reporting controls or auditing matters, the Audit Committee of the Board of
Directors, and the Company will devote the necessary resources to enable the
General Counsel to establish such procedures as may be reasonably necessary to
create a culture of accountability and facilitate compliance with the Code.
Questions concerning this Code should be directed to the Law Department.
WAIVERS AND AMENDMENTS
Any waivers of the provisions in this Code for executive officers or directors
may only be granted by the Board of Directors and will be promptly disclosed to
the Company's shareholders. Any waivers of this Code for other employees may
only be granted by the Law Department. Amendments to this Code must be approved
by the Board of Directors and amendments of the provisions in this Code
applicable to the CEO and the senior financial officers will also be promptly
disclosed to the Company's shareholders.
Revised February 2003
9