. Introduction
US Fashion Corp Holdings Inc(the “Company”) requires the highest standards of
professional and ethical conduct from its employees, officers and directors. The
Company’s reputation for honesty and integrity among its shareholders is key to the
success of its business. No employee, officer or director will be permitted to achieve results
through violations of laws or regulations or through unscrupulous dealings.
The Company intends that its business practices will be compatible with the economic and
social priorities of each location in which it operates. Although customs vary from country
to country and standards of ethics may vary in different business environments, honesty
and integrity must always characterize the Company’s business activity.
This Code of Business Conduct and Ethics (this “Code”) reflects the Company’s
commitment to a culture of honesty, integrity and accountability and outlines the basic
principles and policies with which all employees, officers and directors are expected to
comply. Please read this Code carefully.
In addition to following this Code in all aspects of your business activities, you are expected
to seek guidance in any case where there is a question about compliance with both the letter
and spirit of the Company’s policies and applicable laws. This Code sets forth general
principles and does not supersede the specific policies and procedures that are covered in
the separate Employee Handbook of the Company, in the separate Code of Conduct
applicable to our vendors and licensees or in the separate specific policy statements, such
as the Securities Trading Policy, the Related Person Transactions Policy, the
Whistleblower Policy and the Anti-Bribery Policy. References in this Code to the
Company mean the Company or any of its subsidiaries.
Your cooperation is necessary to the continued success of the Company’s business and the
cultivation and maintenance of its reputation as a good corporate citizen.
The Company recognizes that transactions between the Company and any of its directors,
executive officers or shareholders that own 5% or more of the Company’s voting securities
or immediate family members of, or entities affiliated with, any of the foregoing persons
can present potential or actual conflicts of interest and create the appearance that Company
decisions are based on considerations other than the best interests of the Company and its
shareholders. The Company also recognizes that there are situations where these “related
person transactions” may be in, or may not be inconsistent with, the best interests of the
Company and its shareholders. Therefore, the Company has adopted a written Related
Person Transactions Policy which sets forth procedures with respect to the review,
approval, ratification and disclosure of such related person transactions where the amount
involved exceeds $120,000 in the aggregate in any one fiscal year. All directors, executive
officers and division heads responsible for the related person transaction are expected to
comply with the procedures set forth in the separate Related Person Transactions Policy of
the Company prior to entering into any related person transaction.
III. Corporate Opportunities
In carrying out their duties or responsibilities, employees, officers and directors owe a duty
to the Company to advance its legitimate interests when the opportunity to do so arises.
Employees, directors and officers are prohibited from (i) taking for themselves personally
opportunities that arise through the use of corporate property, information or position, (ii)
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using corporate property, information or position for personal gain and (iii) competing with
the Company, in each of the foregoing cases, to the material detriment of the Company.
Whether any of the foregoing actions is to the material detriment of the Company will be
determined by the Audit Committee, in the case of an executive officer or director, or the
Legal Department, in the case of any other employee, based on all relevant facts and
circumstances, including whether the Company has previously declined to pursue such
proposed opportunity for its own benefit.
VIII. Insider Trading
Insider trading is unethical and illegal. Employees, officers and directors are not allowed
to trade in securities of a company while in possession of material non-public information
regarding that company. It is also illegal to “tip” or pass on inside information to any other
person who might make an investment decision based on that information or pass the
information on further. The Company has a separate Securities Trading Policy, which sets
forth your obligations in respect of trading in the Company’s securities.
XII. Non-Discrimination and Anti-Harassment
The Company is committed to a work environment in which all individuals are treated with
respect. Each individual has the right to work in a professional atmosphere that promotes
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equal employment opportunities (without discrimination or harassment on the basis of race,
color, national origin, religion, sex, age, disability, citizenship status, marital status, sexual
orientation or any other characteristic protected by law) and prohibits discriminatory
practices, including harassment. Harassment includes derogatory comments based on
racial or ethnic characteristics and unwelcome sexual advances. You are encouraged to
speak out when a co-worker’s conduct makes you uncomfortable, and to report harassment
when it occurs in accordance with the policies and procedures set forth in the separate
Employee Handbook of the Company. The Company prohibits retaliation against any
individual who reports, in good faith, any violation of Company policy, including any
individual who reports discrimination or harassment or participates in an investigation of
any such report. For more information on the Company’s Non-Discrimination and AntiHarassment
Policy and the procedures in place for reporting an incident of harassment,
discrimination or retaliation, please see the separate Employee Handbook of the Company.
XIII. Safety and Health
The Company is committed to providing a safe, healthy and comfortable workplace for all
employees. The Company will not knowingly permit unsafe conditions to exist, nor will
it permit employees to engage in unsafe acts. Threats or acts of violence or physical
intimidation are prohibited. Each employee is to report every work-related injury, no
matter how slight, to his or her supervisor. In addition, use, possession, sale or being under
the influence of alcohol or any illegal drug or controlled substance while on Company
premises, or while conducting or performing Company business, is prohibited and may
result in termination of employment. Smoking is also prohibited in all areas of all the
Company’s premises at all times. For more information on the Company’s policy
concerning Safety, a Drug and Alcohol Free Workplace and a Smoke Free Workplace,
please see the separate Employee Handbook of the Company.
XIV. Computer, Electronic and Telephonic Information; Social Networking
The Company has developed a policy to ensure that all employees understand the rules
governing use of the Company’s computer network, and options for electronic mail (“email”)
and telephone message handling (“voicemail”) services and Internet access and the
limits which properly apply. All Company equipment, including desks, computers and
computer systems, computer software, Blackberrys, diskettes, e-mail, voicemail and other
physical items are for business use only. The Company at all times retains the right to
access and search all directories, indices, diskettes, files, databases, e-mail messages,
voicemail messages, Internet access logs and any other electronic transmissions contained
in or used in conjunction with the Company’s computer, e-mail, voicemail and Internet
access systems and equipment with no prior notice.
Like the Company’s computer network, e-mail and voicemail services, access to Internet
services such as web-browsing and Usenet or newsgroups is provided to employees by the
Company only for business use and includes any such service which is (i) accessed on or
from Company premises using Company computer equipment or via Company-paid access
methods and/or (ii) used in a manner that identifies the individual with the Company. Any
personal use must be infrequent and must not involve any prohibited activity, interfere with
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the productivity of the employee or his or her co-workers, consume system resources or
storage capacity on an ongoing basis or involve large file transfers or otherwise deplete
system resources available for business purposes. For further information on the guidelines
that the Company has established to help ensure responsible and productive use of
Company equipment and systems, and for certain prohibited activities, please see the
section on Company Computer, Electronic and Telephonic Information in the separate
Employee Handbook of the Company. Please also see the Company’s Software Usage
Policy in the separate Employee Handbook of the Company.
The Company also recognizes that many employees are choosing to express themselves by
using Internet technologies such as weblogs (“blogs”), wikis, file-sharing, user generated
audio and video, virtual worlds and social networking sites such as Facebook, LinkedIn,
MySpace and Twitter (together, “Social Networking”). Whether you choose to participate
in Social Networking outside of work on your own time is your own decision. However,
you are reminded that the Company has in place policies that apply to Social Networking
by its employees. For more information on the Company’s Social Networking Policy,
please see the separate Employee Handbook of the Company.
XVI. Political Activities
The Company respects the right of each of its employees to participate in the political
process and to engage in political activities of his or her choosing; however, while involved
in their personal and civic affairs employees must make clear at all times that their views
and actions are their own, and not those of the Company. Employees may not use the
Company’s resources to support their choice of political parties, causes or candidates.
XVII. Bribes and Other Improper Payments
A bribe or other improper payment is not an acceptable way of doing business and exposes
both the Company and you to criminal and civil liability under anti-bribery laws. The
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Company does not condone bribery in any form, including so-called “grease” or
“facilitating” payments.
While all forms of commercial and public bribery are prohibited, particular care must be
taken to avoid actual or perceived bribery in your dealings with government officials,
including employees of government-owned enterprises. As a company with operations in
a number of countries, we are subject to a variety of local and international anti-bribery
laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”), Canada’s Corruption of
Foreign Public Officials Act (“CFPOA”) and the U.K. Bribery Act (“Bribery Act”). The
FCPA, CFPOA and the Bribery Act impose criminal and/or civil penalties for offering,
paying, promising to pay, or authorizing the payment of money or anything else of value
to a foreign government official, whether directly or through an agent or other
intermediary, for the purpose of influencing an act or decision or securing an improper
advantage. For more information on the Company’s policy concerning Bribes and Other
Improper Payments and for examples of “red flags” that may be signs of bribery, please
see the separate Anti-Bribery Policy of the Company.
Improper payments are distinct from the reasonable, limited expenditures for Amenities
discussed above. If any employee, officer or director has a question about whether any
particular expense should be viewed as a permissible Amenity or an impermissible bribe,
he or she should refer that question to the Legal Department.
XVIII.International Trade Regulation; Export Control; Other Regulations
Several U.S. laws govern the conduct of trade in the Company’s business and restrict U.S.
trade with certain countries. The Company’s operations worldwide must comply with U.S.
trade and export restrictions as well as applicable trade and export control laws of all
countries where the Company conductsits business. Employees uncertain of the legal trade
status of any country or any other international trade issues are responsible for consulting
with the Legal Department.
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 U.S. Customs Service. It is the Company’s policy to conduct its import
and export operations in accordance with applicable laws and regulations. All employees
are required to be aware of the laws and regulations applicable to their area of
responsibility, to consult with the manager ultimately responsible for compliance with
regulations applicable to their area and to consult with the Legal Department, as
appropriate.
Labeling, packaging and advertising, including catalogs, must comply with regulations of
the U.S. 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.
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XIX. Compliance with this Code
If an employee, officer or director fails to comply with this Code or applicable laws, rules
or regulations (including the rules and regulations of the SEC), he or she will be subject to
disciplinary measures, which may include (with respect to employees and officers) a
written warning which becomes part of the employee’s personnel record or, in appropriate
situations, termination from the Company. Violations of this Code may also constitute
violations of law and may result in civil or criminal penalties for such person, such person’s
supervisors and/or the Company. The Board of Directors will determine, or designate
appropriate persons to determine, appropriate actions to be taken in the event of a violation
of this Code. In determining what action is appropriate in a particular case, the Board of
Directors or its designee will consider the nature and severity of the violation, whether the
violation was a single occurrence or repeated occurrences, whether the violation was
intentional or inadvertent, whether the individual in question had been advised prior to the
violation as to the proper course of action and whether or not the individual in question had
committed other violations in the past.
The Company proactively promotes ethical behavior and encourages employees, officers
and directors to report evidence of illegal or unethical behavior, violations of this Code or
violations of the separate Code of Conduct applicable to our vendors and licensees
promptly to the Legal Department. You may also report concerns regarding accounting,
internal controls or auditing matters pursuant to the separate Whistleblower Policy of the
Company.
If you have any questions regarding your obligations under this Code, you should promptly
contact the Legal Department. You may choose to remain anonymous in reporting any
possible violation of this Code, and the Company will make reasonable efforts to protect
the identity of any person who so chooses, subject to applicable legal requirements and the
needs of any ongoing investigation with respect to such possible violation. The Company
prohibits retaliatory action against anyone who, in good faith, reports a possible violation.
