EXHIBIT 14.1
CODE OF FINANCIAL ETHICS
This Code of Financial Ethics has been adopted by the Board of
Directors of DECKERS OUTDOOR CORPORATION (the "Company") as a supplement to the
existing codes and policies of the Company.
1. Scope. This Code applies to the Company's principal executive officer,
principal financial officer, principal accounting officer, controller and
persons performing similar functions (each, a "Covered Person"), and is intended
to deter wrongdoing and to promote the conduct specified in Sections 2
through 6.
2. Ethical Conduct. Each Covered Person shall promote honest and ethical
conduct, including the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships by, among other things:
- Acting as a role model for employees under such Covered
Person's supervision by acting in an honest and ethical way.
- Referring all actual or apparent conflicts of interest to one
of the Compliance Officers referred to below.
- Preventing retaliation against any employee for good faith
reporting of violations of this Code or for participating in
any investigation relating to a reported violation of this
Code.
3. Disclosure. Each Covered Person shall promote full, fair, accurate,
timely and understandable disclosure in reports and documents that the Company
files with, or submits to, the Securities and Exchange Commission and in other
public communications made by the Company by, among other things:
- Becoming familiar with the disclosure requirements applicable
to the Company as well as the business and financial
operations of the Company.
- Providing a system for the careful review of all such reports,
documents and communications.
- Adequately supervising the preparation of the financial
disclosure in the periodic reports required to be filed by the
Company, including reviewing and analyzing the financial
information to be disclosed.
- Consulting, when appropriate, with professional advisors for
advice with respect to such reports, documents and
communications.
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4. Compliance. Each Covered Person shall promote compliance with
applicable governmental laws, rules and regulations by, among other things:
- Becoming familiar with such laws, rules and regulations.
- Consulting professional advisors with respect to such laws,
rules and regulations.
- Training applicable employees with respect to such laws, rules
and regulations.
5. Prompt Internal Reporting. Each Covered Person shall promote prompt
internal reporting of violations of this Code to the Chairman of the Board of
Directors of the Company or the Chairman of the Audit Committee of the Board of
Directors of the Company (each, a "Compliance Officer")1 by, among other things:
- Reporting all violations to a Compliance Officer.
- Encouraging employees to report violations to a Compliance
Officer.
- Providing a procedure by which employees may maintain
anonymity in making such reports.
6. Accountability. Each Covered Person shall promote accountability for
adherence to this Code by, among other things:
- Distributing copies of this Code annually to all employees.
- Supporting appropriate sanctions for violations of this Code.
7. Waiver. If the Company approves any material departure from the
provisions of this Code, or if the Company fails to take action within a
reasonable period of time regarding a material departure from any provision of
this Code, the Company shall, within five business days of such event, report
such event on a Form 8-K or post notice thereof to its website.
8. Amendment. Any amendment to this Code must be approved by the Board of
Directors of the Company, and the Company shall, within five business days of
such amendment (other than a technical, administrative or other non-substantive
amendment), report such amendment on a Form 8-K or disclose such amendment on
the Company's website.
9. Certification. Each Covered Person shall, at least annually and
whenever requested by a Compliance Officer, certify in writing that such Covered
Person is in full compliance with this Code and that, to the best knowledge of
such Covered Person, all other Covered Persons are in compliance with this Code.
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(1) A matter should not be reported to a person involved in the matter. Each
Compliance Officer should have sufficient status within the Company to
engender respect for this Code and the authority to adequately deal with
the persons subject to this Code regardless of their status in the
Company.
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10. Sanctions. If a Compliance Officer determines that a Covered Person
may have violated any provision of this Code, the violation shall be reported to
the Board of Directors of the Company. If the Board of Directors determines that
a violation has occurred, it may, among other things:
- Terminate the employment relationship with such Covered
Person.
- Place such Covered Person on a leave of absence.
- Counsel such Covered Person.
- Authorize such other action as it deems appropriate.
11. Employment Agreements. Any termination of a Covered Person under
Section 10 shall be deemed to be "for cause" within the meaning of any
employment agreement with the Covered Person.
12. Interpretation. All questions concerning interpretation of this Code
shall be referred to, and conclusively determined by, the two Compliance
Officers acting together.
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