Code of Ethics December 2016 - Deckers Code of Ethics.pdf · Commitment to Human Rights ... and...

CODE OF ETHICS

DECEMBER 2016

At Deckers, we’re proud to call ourselves shoe people (even as we expand into handbags, apparel and beyond). We know that shoes are more than just accessories—they are the foundation for our everyday journeys, whether we are hiking our favorite trail, running a marathon, dancing at our wedding or walking to work.

Just as a good pair of shoes provides the foundation for our everyday life, our Deckers values are the foundation for the way we do business. To help us make good choices, this Code of Ethics sets forth the basic legal and ethical guidelines we follow. This Code is more than words on paper. It embodies the Deckers Manifesto we all hold dear: Be Kind, Bold, Honest, Open, and Courageous.

Please read the Code. Take some time to really think about what it says. Talk about it with others. Make a commitment to follow it and be guided by its values.

If you finish reading this Code and are still unsure how to act, have a question or want to voice a concern, our doors are always open. Please reach out to a leader you trust or use the other resources listed in our Code. We are committeed to protecting those who raise honest concerns from any form of retaliation.

When we make good choices, we not only live up to our Deckers values, but we fulfill our commitment to our stakeholders—from our customers to our business partners to our stockholders.

All the best,

Dave Powers

CEO

A MESSAGE FROM DAVE

DECKERS BRANDS | Code of Ethics

THE BASICS 4 Who We Are: One Vision, Many Teams, One Family . . . . . . . . . 5 Our Fearless Leaders. . . . . . . . . . . . . . . . . . . . . . . . . . . 6 L.A.C.E.S. Team . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

GET UP, STAND UP 7 No Retaliation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Code of Ethics Violations . . . . . . . . . . . . . . . . . . . . . . . . 9 Support . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Ethics Line—How to Connect . . . . . . . . . . . . . . . . . . . . . . 9

OUR DECKERS FAMILY 11 How We Treat Each Other . . . . . . . . . . . . . . . . . . . . . . . . 12 Safety and Health. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Agents, Consultants and Professional Services . . . . . . . . . . . . 14 Recording Your Time . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Other Work Standards . . . . . . . . . . . . . . . . . . . . . . . . . . 15

MAKING GOOD CHOICES 16 Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Corporate Opportunities. . . . . . . . . . . . . . . . . . . . . . . . . 18 Gifts, Hospitality and Other Payments . . . . . . . . . . . . . . . . . 19 Prohibition of Bribes and Improper Payments . . . . . . . . . . . . 22 Fraud and Theft. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Compliance with Laws and Fair Dealing . . . . . . . . . . . . . . . . 23 Antitrust and Competition. . . . . . . . . . . . . . . . . . . . . . . . 23 Government Agency Complaints and Requests for Information . . 24 Anti-Boycott . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

PROTECTING WHAT MAKES US SPECIAL 25 Confidential and Personal Information . . . . . . . . . . . . . . . . . 26 Social Media. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Insider Trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Accurate Records and Reports . . . . . . . . . . . . . . . . . . . . . 29 Safeguarding Assets and Records . . . . . . . . . . . . . . . . . . . 30 Computing and Information Resources . . . . . . . . . . . . . . . . 30 Trademarks and Counterfeit Merchandise . . . . . . . . . . . . . . . 31 Media Inquiries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

DOING GOOD BUSINESS 32 Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Social Responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Commitment to Human Rights . . . . . . . . . . . . . . . . . . . . . 33 Political Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Product Safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Suppliers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Intellectual Property Rights of Others . . . . . . . . . . . . . . . . . 35

RESOURCES FOR MAKING GOOD CHOICES 36 More Resources. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Our Other Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Technical Notes from the Legal Department . . . . . . . . . . . . . 38 Waiver of the Code for Executive Officers and Directors . . . . . . 38 Ethics Line. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

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THE BASICS

DECKERS BRANDS | Code of Ethics 4

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Who We Are: One Vision, Many Teams, One Family

We are not a holding company. We are people. We are surfers, musicians, skateboarders, paddlers, dreamers, explorers, activists, raconteurs, sophisticates, extroverts, introverts, urbanites, suburbanites, natives, foreigners, hikers, go-getters, poets, lovers, fighters, men, women and children at heart. And while we come from different backgrounds and have different interests, we all celebrate our Deckers values.

Our good name and reputation depend on the actions of each and every one of us. Our individual actions must be guided by kindness, honesty, and courageousness each and every day.

We are all in this together. While no code can cover every situation, we look to this Code to provide guidance and information on making good decisions as individuals and as an organization.

This Code applies to Deckers Brands, its sub-sidiaries worldwide and each of their respec-tive employees, directors and officers.

In addition to this Code, we have additional policies that provide more detail and guidance for specific situations. You can always access our most up-to-date policies at anytime on our Intranet. How will you know how to make decisions that illustrate our values? Read the Code. Ask for help. Listen to your inner voice. Speak up.

THE BASICS

CELEBRATE OUR DECKERS WAY


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THE BASICS

Our Fearless Leaders

Our leaders—our mentors, colleagues and confidantes—hold a special position of trust and influence. Leaders are our everyday ambassadors, entrusted to “walk the walk” and embody this Code in everything they do. Leaders include anyone with direct reports—from retail store managers to vice presidents, to Board members, and everyone in between.

A note to the leaders: talk about the Code with your team. Lead by example. Refer to this Code often. Open your door for questions and concerns.

L.A.C.E.S. Team

L.A.C.E.S.—which stands for Leaders in Accountability through Compliance, Empowerment and Support—helps us put programs, trainings and policies in place that support our ethical work environment. It seeks to empower each of us to make good choices. Our L.A.C.E.S. Team is comprised of employees in the Legal Department, Internal Audit and HR and reflects who we are as a company and the team is always here to help. You may contact the L.A.C.E.S. team via [email protected].


mailto:[email protected]

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GET UP STAND UP


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GET UP STAND UP

We all must make good choices, each and every day. Part of that is speaking up when we have questions or concerns.

If you believe someone is not living up to our Code, policies or the law, or if you are unsure how to handle a situation, here are some options for taking action: • Our doors are always open. Stop by and talk to your local leader,

another leader with whom you are comfortable, HR or Legal

• Contact L.A.C.E.S. team via [email protected]

• Call or email our Ethics Line o Via phone: See the numbers listed in the resources guide. o Via web: www.deckers.ethicspoint.com

• Use our Resources Guide at the end of this Code for additional contacts

Reporting a violation can be done directly, indirectly or, in most offices, anonymously.

Failing to report a violation—intentionally or not—of this Code

Q: What should I do if I feel that a co-worker or local leader is in violation of our Code, but I do not want to talk to them for fear of retaliation?

A: We have a strict policy against any retaliation. However, if you do not feel comfortable talking to someone who you believe may be in violation, you can talk to Legal, HR, L.A.C.E.S. Team, or call or email the Ethics line.

could be harmful to all of us and, if later discovered, may result in discipline, up to and including termination of employment. Rest assured—all allegations will be investigated and handled promptly, discreetly and in accordance with the law.

No Retaliation

You may report any suspected violation of our Code, policies or the law without fear of any direct or indirect retaliation or any negative impact on your employment.

We strictly prohibit retaliation against any person for reporting in good faith a possible violation or participating in an investigation involving possible misconduct. It does not matter whether any misconduct is actually uncovered. You must only deliver your report honestly and sincerely.

We will investigate reports of retaliation and will take appropriate action to prevent future violations.



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WE ARE HERE TO SUPPORT YOU

Code of Ethics Violations

If conduct is determined to violate our Code, policies or the law, violators may be subject to disciplinary action, up to and including termination. Violators may also be subject to civil or criminal prosecution for violating the law.

Support

We are here to support you. In the real world, choices are difficult and decisions can be personal and emotional. Laws and regulations concerning ethical issues are often complex. Our Code gives us guidelines and expectations for making accountable decisions, but no Code can provide guidance for every question that may come up.

When in doubt, always ask before acting. We are here to help you!

Ethics Line—How to Connect

Our Ethics Line is free, confidential and available 24-7 to employees around the world. Our Ethics Line is operated by an independent company that will gather information from you. Interpreters are available, if needed. You can report any concerns to the Ethics Line via the web or over the telephone.

You can reach our Ethics Line: o Via phone: See the numbers listed in the resources guide.o Via web: www.deckers.ethicspoint.com

European Team

Our Ethics Line can only be used to report issues relating to internal controls in finance, accounting, or banking, or issues of competition or anti-corruption. Your privacy will be maintained in accordance with European data protection laws. If you have a concern in any other area, please report it to your local leader, another leader with whom you are comfortable, local HR, local Legal, or L.A.C.E.S.


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Q: I think my co-worker may be violating the Code. Do I need actual proof before I report a violation?

A: There is no fault for a report made in good faith and honesty. We will investigate all reports and take action as needed.

All Others

Our Ethics Line may be used to report any concern related to actual or potential violations of our Code, policy or legal violations. You may choose to identify yourself or remain anonymous. All Ethics Line reports will be provided to L.A.C.E.S. and Internal Audit, which will ensure that all allegations are reviewed and addressed.

If your concern relates to a material accounting, auditing, internal control or anti-corruption matter, it will also be communicated to the Chair of the Audit Committee. If, at any time, you feel your concern has not been adequately addressed, you may contact our General Counsel.


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OUR DECKERS FAMILY


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How We Treat Each Other

We are about opportunity. Opportunity to create, to grow and to have an impact. We want all of our people to be as successful as they can be and to reach their full potential. And as a company, we are committed to helping you reach those goals because we believe that when our people are successful, we are successful.

The opportunity and success of each of us depends on a supportive, healthy and safe work environment. Because of this, we do not tolerate any form of unlawful discrimination or harassment. We must all take care to treat others the way we expect to be treated; that is, as professional adults, respectful of our diverse workforce.

We comply with all laws relating to equal employment opportunities. To the extent required by federal, state, or local law, all employment decisions are made without regard to race, color, gender, age, sexual orientation, gender identity, gender expression, national origin, religion, marital status, pregnancy, medical condition, physical or mental disability, veteran status and any other characteristics protected by federal, state or local law.

We do not tolerate unlawful harassment. Harassing conduct can be sexual or non-sexual, verbal or non-verbal, physical or non-physical. Unlawful harassment harms us all by creating an intimidating, hostile or offensive work environment.

We do not tolerate any act or threat of physical violence, including intimidation or coercion.

Treat others as you would like others to treat you.

OUR DECKERS FAMILY

Q: I just started in a new department and one of the supervisors likes to tell jokes that I find offensive. I’m sure the supervisor isn’t trying to hurt any-body and is just trying to be funny, but I find them insulting. What should I do?

A: You should try to talk to the supervisor and explain why the jokes are offensive. If the supervisor continues to make offensive remarks you should reach out to your local leader, LAC-ES, or HR representative. Deckers supports a fair and safe work environment.


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OUR DECKERS FAMILY

Sexual harassment can include: • Unwanted sexual advances or propositions;

• Offering employment benefits in exchange for sexual favors;

• Making or threatening reprisals after a negative response to sexual advances;

• Visual conduct such as leering, sexual gestures, displaying of sexually suggestive objects or pictures, or electronic display or dissemination of such material;

• Verbal conduct such as making or using derogatory comments, slurs, jokes or commentaries about a person’s body; and

• Physical conduct such as touching, tickling, assault or impeding or blocking movements.

TAKE CARE OF YOURSELF

Safety and Hea lth

We’re committed to providing a safe and healthy work environment for our employees, customers, contractors and vendors. To ensure that our surroundings are safe and healthy, we must each adhere to our safety policies, as well as related laws and regulations. Vendors must follow the guidelines outlined in the Supplier Code of Conduct.

Take care of yourself by being attentive to your surroundings. Make sure to let us know if any issue arises by reporting any work-related injury or illness, no matter how minor.

We love having fun and celebrating with each other. Even at Company-related social events, however, we expect all of our employees to consume alcohol in moderation, use good judgment and follow the law. All of our employees, especially our leaders, are expected to ensure that alcohol use doesn’t result in the appearance of intoxication or inappropriate conduct.

Other than at Company-related social events when moderate alcohol consumption is permitted, we expect our employees to be completely sober while on-duty and never under the influence of illegal drugs or any substance, legal or not, that may impair your ability to work safely or perform your responsibilities. Of course, you must never possess, sell or transfer any illegal drugs on Deckers’ premises.


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OUR DECKERS FAMILY

RECORD YOUR TIME WORKED ACCURATELY

Agents, Consultants and Professional Services

Who we are is a reflection of those we choose to surround ourselves with.

Our business partners, including agents, distributors, consultants, representatives, attorneys, independent contractors, external temporary workers and suppliers are expected to observe the values set forth in this Code when conducting business with us or for us.

Talk with our significant business partners about our values and our expectations of them. Feel free to share this Code with our business partners. Use business integrity as part of your criteria when evaluating potential business partners.


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OUR DECKERS FAMILY

Recording your Time

If you are an hourly or non-exempt employee, make sure you record your time worked accurately – whether scheduled or unscheduled, overtime or straight time, authorized or unauthorized. If you discover any mistakes in your time records, please let your local leader or HR know as soon as possible so that inaccuracies can be corrected promptly.

When recording your time, remember that hourly employees should never: • work without pay, including not recording hours for work done at home;

• move hours from one day to another on a time record to avoid or accrue overtime;

• record time for a co-worker or ask a co-worker to record time for you;

• inaccurately record time worked; or

• remove correctly recorded hours from a time record.

Other Work Standards

HAPPIENSS AND Our success depends upon the happiness and health of our employees. We must take care of ourselves by following all HEALTH OF OUR applicable laws and regulations regarding meal periods, rest EMPLOYEES breaks and employment of minors.


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MAKING GOOD CHOICES


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MAKING GOOD CHOICES

Conflicts of Interest

We depend on each other to act in the best interest of Deckers at all times. Conflicts of interests—even just the appearance of a conflict—can interfere with our ability to fulfill this duty.

What is a conflict of interest? Simply, it’s when your personal interest or involvement in a situation interferes, or appears to interfere, with your ability to act objectively and in the best interest of Deckers.

Not sure if there is a conflict of interest? Ask yourself these questions: • Will I, my family or a close friend benefit personally from my involvement?

• If this situation becomes public, will I or Deckers be embarrassed?

• Will this interfere with my ability to do my job?

• Would others think it might affect how I do my job?

If the answer to any of these questions is yes or maybe, discuss the situation with your local leader or HR.

Some common situations that may be a conflict of interest are:

Doing business with family members or close personal friends: We must be very careful when doing business with family members or close personal friends – such as hiring your brother’s company to perform services for Deckers or leasing a retail location owned by your best friend. Therefore, you must get written approval from the Legal Department and your local leader before doing any business with family members or close personal friends. If your relative is employed or seeking employment at Deckers, please see the “Personal Relationships at Work” section below for guidance on how to handle that situation.

Holding a significant financial interest in a competitor or business partner: You must get written approval from the Legal Department and your local leader for any material financial interest in a competitor or business partner.


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MAKING GOOD CHOICES

Personal relationships at work: We must each act professionally to make sure that our personal relationships and friendships don’t make others uncomfortable or influence our business decisions. Favoritism, open displays of affection, and business decisions based on emotions or friendships rather than the best interests of Deckers, must be avoided. If you supervise or work closely with someone you are romantically involved with or related to, you should talk to your local leader and HR to assist you in making sure you separate your business responsibilities from your personal relationship.

Working for a competitor or other business partner: We must not use company resources to support outside work. You must get the written approval from your local leader and HR before working outside of Deckers. If you are working for any of our competitors or business partners, you must get written approval from the Legal Department and your local leader.

Exception: If you work in a retail store or distribution center and don’t supervise others, you are pre-approved to work for other employers as long as the work doesn’t interfere with your responsibilities with us.

Serving as a director or officer of another organization: For-profit: You need written approval from the CEO and the General Counsel before serving as a director or officer of another for-profit company.

Non-profit: Serving as a director or officer of a non-profit is a great way to give back to our communities on your own time. Just make sure to get the prior written approval of the General Counsel if you are representing Deckers.

Corporate Opportunities

You may be exposed to business or investment opportunities that you learn about in the course of your employment. You may never take personal advantage of a business or investment opportunity that you become aware of through your work at


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MAKING GOOD CHOICES

Deckers, unless Deckers has chosen not to pursue it and you have obtained the consent of the Legal Department and your local leader.

Gifts, Hospitality and Other Payments

Business gifts and entertainment may help us build strong working relationships with our business partner. But, giving or receiving gifts or entertainment is not appropriate if it creates a sense of obligation or puts our business judgment in question. We must be careful to avoid even the appearance that a gift or entertainment may influence a business decision.

Gifts can include goods or services, but can also be any valuable item. Examples include cash, gift cards, samples, discounts, personal favors, tickets and others. Entertainment includes events where both the person offering and the person accepting attend. Examples include meals, sporting events, shows and more.


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MAKING GOOD CHOICES

How do you know if a gift or entertainment is okay? You may only give or receive gifts or entertainment if it meets ALL of the following requirements: • Not lavish and is reasonable in value (if over US$250 in value, you must

obtain advance approval from your local leader)

• Infrequent

• In good taste

• Unsolicited

• Not cash or cash equivalent (like a gift card)

• In an appropriate business setting

• Not for an improper purpose

• Recipient is not a government official

Q: What should I do if I receive a gift that is over $250, but declining would be culturally insensitive?

A: These can be tricky situations, but the L.A.C.E.S. Team is here to help you in these situations. The L.A.C.E.S. Team can help you return the gift without offending the giver or determine the appropriate disposition.

If there is a legitimate business interest that requires a gift or entertainment that does not meet the above criteria, it must be approved in writing in advance by the Legal Department. Local leaders should consult with the Legal Department if you have any questions about whether a gift or entertainment over US$250 is reasonable in value.

Remember: Use good judgment and moderation. Don’t give or receive anything that creates a sense of obligation. Of course, we must also never offer bribes or other improper payments (discussed below).

Here are some guidelines for specific situations: Business Meals: You may accept business meals as long as they are infrequent and not extravagant.

Gifts to Others: Gifts to your family members, close personal friends, or charities designated by you (other than through the Deckers Goods program) are considered to be given to you for the purposes of our Code.


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MAKING GOOD CHOICES

Q: What if during Chinese New Year I receive multiple red envelopes from different employees of the same vendor, each individually is under $12 USD?

A: Although this may sound okay because each red envelope is under $12 USD, which is the maximum permitted under our Code, we must look at big picture. In this situation you must contact the L.A.C.E.S. Team. The L.A.C.E.S. Team evaluates these on a case by case basis.

Non-cash holiday gifts: You can accept non-cash holidays gifts (such as gift baskets) as long as you share them with your department.

Third-party trainings: If you get prior written approval from the Legal Department, you may accept certain educational trainings or conferences from third parties that are not lavish and are reasonable in value.

Chinese New Year: During Chinese New Year, you may accept a cash gift in the form of “Lai See,” but only for a nominal value (up to HK $100 or its equivalent, which is approximately US $12). We recognize that in some circumstances declining a gift or hospitality given out of genuine generosity may be culturally insensitive. In that situation, you may accept on our behalf, but you should immediately report it to the Legal Department, which will determine the appropriate disposition.

Gifts to our employees: Any gifts or awards used in recognition of an employee’s service outside of their regular compensation must follow our Employee Gift Policy guidelines.

Gifts and entertainment to government employees: This is a sensitive area that is subject to strict laws (including criminal). Before providing gifts or entertainment of any value (even nominal such as a catered lunch) to any government employees or contractors, you must get the written consent of the Legal Department and your local leader.


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WE WANT TO SUCCEED ON OUR MERITS

Prohibition of Bribes and Improper Payments

We work hard every day to find and build niche brands into global lifestyle leaders through innovative design and marketing. We take great pride in this work, and we want to succeed on o ur merits. We must never engage in or promote corruption or bribery, regardless of local customs.

It’s important that we follow all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. We must never give, promise or offer bribes, kickbacks, other improper cash payments or anything else of value to government officials, civil servants or anyone else with the ability to influence them.

Bribes generally include anything of value—no matter how small—such as cash, charitable donations, loans, travel expenses, gifts and entertainment. Kickbacks generally are the return of money already paid as a reward for making business arrangements.

We also cannot make improper payments through third parties, including our agents and consultants. Direct and indirect bribes/ improper payments are all prohibited. In addition, facilitation payments—typically small, unofficial payments made to secure or expedite a routine government action by a government official—are also prohibited, unless such a payment is necessary to avert an imminent threat to life or health. In the unlikely event such a payment is necessary, the Legal Department must be notified as soon as possible.

Some red flags to keep in mind: • Are you doing business in a country that has a reputation for corruption?

• Are unreasonably high fees being requested?

• Are unusual payment methods being used (such as requests for cash)?

• Do the deliverables sound too good to be true?

Given the complexity of the laws relating to bribes and improper payments, please contact the Legal Department with any questions concerning your obligations under and compliance with these laws.


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Fraud and Theft

Trust is a central element of the Deckers Way. We must each ensure that our actions earn the trust of our Deckers family. As part of this trust, we must not take or use company property for personal purposes without permission. We must not deceive one another, our business partners or our customers through fraud, theft, embezzlement or misappropriation of property.

Maintaining trust depends on each of us, every day.

Compliance with Laws and Fair Dealing

We keep it simple. Part of being accountable means following all applicable laws and regulations. We must always follow all relevant laws and regulations in the locations we do business. We need to be accountable and understand the laws and regulations that apply to your work and follow them.

Ask if you need help. We are all honest and open. When dealing with employees, customers and business partners, we must always deal fairly. Don’t take unfair advantage of anyone through manipulation, concealment, abuse of confidential information, misrepresentation or deception.

Antitrust and Competition

Boots for surfers. Sandals for whitewater rafting. Our success is built on finding opportunity in unusual places and turning good ideas into global lifestyle brands. In building our brands, we al-ways want to succeed on our merits and compete fairly.

Competition, or “anti-trust” laws, require fair competition. These laws seek to protect consumers by prohibiting business practices that interfere with competition such as price fixing or dividing markets. Both you and Deckers can face severe penalties (including prison) for violations of these laws.

If you work in sales, marketing or procurement you should familiarize yourself with these laws. Ask the Legal Department for help.

MAKING GOOD CHOICES

TRUST DEPENDS ON EACH OF US, EVERY DAY


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MAKING GOOD CHOICES

Make sure you don’t: • Talk to competitors about prices, marketing practices, other competi

tors, vendors, market allocation or geographic region. Be careful at trade events and industry conferences.

• Influence the prices at which others resell our products, including our retailers

• Make any statements (even jokes) that suggests an action will eliminate competition (such as “this plan will crush our competition”)

If you’re still uncertain, talk to the Legal Department before beginning any discussions or attending any meetings with competitors.

Government Agency Complaints and Requests for Information

If you are contacted about a government complaint, contact the Legal Department immediately. If you are asked by a government official to provide written or verbal company information, notify the Legal Department.

Anti-Boycott

You may come across a request to cooperate with an unsanctioned boycott of another country that is “friendly” to the United States. Sometimes these requests appear in bid invitations, purchase contracts, letters of credit, shipping instructions, certificates of origin or in conversation. We cannot support such boycotts and must report these requests to the U.S. government. If you hear of such a boycott, contact the Legal Department.


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PROTECTING WHAT MAKES US SPECIAL


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Q: My spouse is starting a new apparel company and I think Deckers’ customers would really like the apparel, can I email the customers in our database with a special promotional offer?

No, Deckers protects customer personal information such as email, name, phone, address, etc. It is your obligation to maintain that confidentiality.

Q: I am currently working on a sponsorship deal with a celebrity. My co-worker asked me for the celebrity’s personal information. Can I give them the information since we work together?

A: It depends on the circumstances. Confidential information such as personal information should not be distributed to anyone in the company unless it is required for them to preform their job and they regularly work with that kind of information.

Confidential and Personal Information

We are an innovative company with unique, cutting-edge products and ideas.

Because of this, you may be exposed to confidential information about Deckers or our business partners that people outside Deckers are unaware of, such as unannounced products and designs, business and marketing plans, financial information, sales figures, intellectual property, discussions and deliberations relating to business issues and decisions and other materials. Any information that is known only to the company’s employees and trusted relationships—whether or not it is marked as confidential—is confidential information that must be protected.

Confidential information is essential to our success , and your obligation is to maintain the secrecy of confidential information. You may only use this information for its intended business purposes. You may not share it with any person who could jeopardize the information’s confidential status. Your obligation to maintain the secrecy of confidential information exists while you are an employee and continues after your employment ends.

Just as we have access to confidential business information, we sometimes are entrusted with personal information about co-workers, customers or other individuals, such as names, addresses, email addresses, telephone numbers, Social Security numbers, credit card or bank information, race, gender, religion, sexual orientation and other information. We follow the applicable data privacy laws of all countries in which we operate. You must act diligently to safeguard the confidentiality of such information both while an employee of Deckers and after your employment ends. You should not take or use confidential information or materials from a previous employer and bring them to the company.


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Here are some guidelines for how to handle confidential and personal information: • Only use for company purposes

• Never use for your own benefit or the benefit of others

• Only share with co-workers who truly need to know to do their jobs

• Don’t share outside the company unless there is an NDA or contract in place

• Return all such materials on or before your last day with us

• Nothing confidential should be downloaded, printed or retained in hard-copy form

Q: I’m trying to develop a potential business partnership with another company and need to disclose some information that may be confidential. I don’t want to lose this business opportunity, what should I do?

A: You can have the company sign a nondisclosure agreement and submit it to the Legal Department. The nondisclosure agreement can be found found on Deckers Intranet in the Legal Department page.

Social Media

We expect you to use good judgment when using social networking or media tools for personal reasons or in connection with your role with Deckers. Always represent yourself in a manner that reflects our ethical standards. Here are some general guidelines to follow when you are using social networking or media tools:


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• You may not publish or post sensitive, private or confidential customer, employee and/or company information.

• If you witness or become aware of an actual or potential breach of sensitive, private or confidential information, or other inappropriate posting, immediately notify your local leader or the Legal Department.

• Remember that social networking posts are available for others to see, even when they are marked as private.

• Refrain from gossiping about other employees, customers or vendors.

• Do not post pictures or videos of our premises without proper approvals.

• Ensure your posts do not create a real or perceived conflict of interest.

Q: I just finished the detailing on a great new shoe for next season’s line. Can I share an image of that shoe with my friends and family on a social media site? My settings are set so only friends and family can see my posts.

A: You shouldn’t share information about unannounced product. Remember that when you post something on social media it is always public. Someone in your friends and family could share your image to the public.

You are legally responsible for the content you post. This means you may be held personally liable for defamation, libel, disclosure of trade secrets, obscenity, etc.

Insider Trading

We are innovators. We constantly look for new ways to improve all aspects of our business, allowing us to stay ahead of the curve. Because of our innovative nature and the fast-moving pace of our business, you may become aware of important information about us or another public company before it is made available to the public. This information is referred to as “material information” because it could influence a decision to buy or sell our stock or another company’s stock.


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What is material information? Some examples include: • Sales or inventory figures

• Financial information

• Significant potential acquisitions

• Management changes

• Government investigations or other litigation

Trading on material information before it is public is called insider trading and is both unethical and illegal. You personally could face civil and criminal penalties.

If you are aware of non-public material information, you may not: • Buy or sell stock of Deckers or a related company

• Share the information with others

• Tell others to buy or sell stock of Deckers or a related company

OUR REPUTATION DEPENDS ON IT

In order to allow sufficient time for the market to react to information, material information is considered public two full trading days after a widely distributed press release is published. If you are unsure whether information is material or has been released to the public, contact the Legal Department.

Accurate Records and Reports

We are all responsible for keeping accurate business records; our reputation depends on it.

The information we submit as a part of our daily job duties—such as time records, expense reports, payments and other transactions— has a critical impact on our business. We must be careful to provide only complete, accurate and timely information. Never make any inaccurate or misleading entries in any company records.


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HANDLE WITH CARE AND RESPECT

As a public company, our stockholders depend on us for accurate and timely reporting of company information, including financial results and financial condition. All employees must comply with company policies, procedures and controls. Accounting and financial reporting of transactions and forecasts must follow our accounting policies as well as generally accepted accounting principles and laws.

Make sure that you cooperate fully with our internal and external auditors. Never take any action to coerce, manipulate, mislead or fraudulently influence any public accountant engaged in an audit or review of our financial statements.

Safeguarding Assets and Records

Records and communications are company assets that we should handle with care and respect. Remember that an important aspect of proper recordkeeping is maintaining records according to applicable laws, regulations and our internal control procedures. To help us maintain proper records, we may develop a record retention schedule to tell us the length of time to retain documents and data and when we should destroy them.

Keep in mind that some records may need to be preserved in the event of litigation or a government investigation. If you receive notification that a document you possess may be needed in anticipated or pending litigation or investigation, make sure to follow any guidelines set forth in the notification.

Check with the Legal Department if you have any questions.

Computing and Information Resources

When our people are successful, we are successful. To help further this success, we use company telephones, computers, software, network access, Internet and e-mail to improve productivity and to efficiently manage proprietary information in a secure and reliable manner.

Make sure you learn and follow our information security rules that apply to the technology you use. Our security procedures are designed to protect our confidential information.


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SUPPORT OUR BRAND PROTECTION EFFORTS

While we are allowed limited personal use of company-supplied technologies, we must never abuse this privilege. Never use company technology to perform illegal or unethical activities. Be careful with electronic messages including email, text messages, blogs and social networking posts. These are permanent and can be forwarded and altered.

Keep in mind that you must always protect our own and our business partners’ confidential information, including social media. Avoid posting information about our business practices, work projects, clients, business partners or other work-related information.

If you suspect that the security of personal or company computers has been breached, please contact your local IT helpdesk.

Trademarks and Counterfeit Merchandise

We have spent years developing our brands and trademarks, and they are some of our most valuable assets. Counterfeits harm our business. We can all help support our brand protection efforts by reporting any suspected counterfeit merchandise to the Legal Department.

If you find counterfeit merchandise, please: • note the name and location of the store; and

• notify the Legal Department immediately.

Media Inquiries

Please direct all media inquiries to our Corporate Communications and Public Relations team within the Corporate Marketing Department. Only speak to reporters on Deckers’ behalf if authorized by Public Relations. Forward all media inquiries to [email protected].



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DOING GOOD BUSINESS


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DOING GOOD BUSINESS

COMMITTED TO SUPPORTING OUR COMMUNITIES

Environment

We believe in good business, the kind that helps our community and our environment and inspires the younger generation. We are committed to reducing the environmental impact of our operations and our products. At a minimum, we must all support this goal by complying with applicable environmental policies and laws.

Social Responsibility

We seek to not only to do what is required by law, but we’re also committed to supporting our communities, promoting human rights and advancing corporate responsibility. We expect our business partners to do the same.

Commitment to Human Rights

We support and respect the protection of human rights and strive to conduct our business operations accordingly. This includes standing against such tragedies as human trafficking and the exploitation of children. We do not recruit child labor and we strongly support the elimination of such practices.

Political Activity

We strive to make a difference in the world. It’s what sets us apart. We are all encouraged to get involved with issues that are important to us. Please make sure to respect the opinions of others and do not promote any personal political views at work.

Political activity is carefully regulated by law and there are strict guidelines against employees participating in political activity on behalf of Deckers. For that reason, all political activity on behalf of Deckers must be initiated or approved in advance by the Legal Department. Make sure that your personal political involvement is not associated with Deckers in any way.

Except as specifically permitted by law and expressly authorized by company policy, no Deckers funds will be used to make contributions or payments to political candidates or causes.


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DOING GOOD BUSINESS

Lobbying includes general contact with elected officials regarding legislative or regulatory issues that impact Deckers. Because we are required to follow strict reporting requirements around lobbying, the Legal Department must approve any lobbying activities on behalf of Deckers, including retaining an external lobbyist.

Product Safety

We make unconventional products that are innovative and unique. Although it is important that our products are innovative, it is critical that the products we provide to our consumers are safe. By providing products to the market that are safe, we further establish ourselves as a leader in our industry. Our products should always be designed, produced, tested, packaged and labeled in a way that is consistent with our company’s values and of course they must also comply with applicable regulations, laws and contractual obligations.

If you become aware of any unsafe practices or products you must report this to your local leader.


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DOING GOOD BUSINESS

COMMITTED TO OPERATIONAL EXCELLENCE

Suppliers

Our Supplier Code of Conduct seeks to ensure that our suppliers understand our expectations and that our values are maintained throughout the entire supply chain. The Supplier Code of Conduct requires our suppliers to meet certain labor and environmental standards and to take responsibility for their business impacts, correct problems and build systems to prevent problems from reoccurring.

We source products from many different parts of the world. Each country has its own laws and regulations governing business dealings, purchases and transportation of products and goods. There may also exist significant cultural and social differences between the United States and our international sources that could potentially impact the performance and standards of operation of our global supply chain. Nonetheless, we are committed to operational excellence and to compliance with all applicable laws and regulations.

We require this standard in every aspect of our global supply chain: global sourcing (finding the right products); quality control (making sure the products meet certain product specifications and safety requirements); logistics (delivering products to all locations); accounting (paying for the products); customs compliance (making sure the products are properly imported into the country); operations (the safe handling and delivery of the products to the customers); and exports (following proper regulations in the assistance of the delivery of the products to customers in other countries).

Intellectual Property Rights of Others

Our business depends on the value of our brands and our intellectual property. Just as we expect others to recognize our hard work, we respect the intellectual property rights of others. We should never make unauthorized copies of copyrighted, trademarked or patented materials, such as books, magazines, newspapers, films, videos, music, websites, products or computer programs.


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RESOURCES FOR MAKING GOOD CHOICES

DECKERS BRANDS | Code of Ethics 3v6

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More resources for questions about our Code and other policies:

Question About . . . . . . . . . . . . . . . . . . . . . . . . . Please Contact

Boycotts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Department

Bribes or Improper Payments . . . . . . . . . . . . . . . L.A.C.E.S. team

Competition Laws . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Department

Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . L.A.C.E.S. team

Discrimination or Harassment . . . . . . . . . . . . . . . Your local leader, another leader with whom you are comfortable, HR

General Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . [email protected]; Extension 1337

Gifts or Entertainment . . . . . . . . . . . . . . . . . . . . . Legal Department

Government Requests for Information . . . . . . . . Your local leader, HR, or Legal Department

Insider Trading or Material Information . . . . . . . Legal Department

International Trade Regulations . . . . . . . . . . . . . . Legal Department

Media Inquiries . . . . . . . . . . . . . . . . . . . . . . . . . . . . [email protected] Extension 2813

Political Activities . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Department

Retaliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Your local leader, another leader with whom you are comfortable, HR, L.A.C.E.S. team, Ethics Line

Trademark Violations . . . . . . . . . . . . . . . . . . . . . . . Legal Department

Use of Third-Party Materials . . . . . . . . . . . . . . . . . Legal Department

Supplier Conduct . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate Responsibility




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Our Other Policies:

In addition to this Code, we have additional policies that provide more detail and guidance for specific situations. Check out our other policies anytime on the Intranet. We will update and may add additional policies from time to time, so please refer to the Intranet for an up-to-date version.

Technical Notes from the Legal Department

This Code and the matters contained herein are not intended to create any contract (expressed or implied), including and without limitation to, any employment contract, a term of employment or a third-party contract. This Code and the matters contained herein are subject to revision at the sole discretion of Deckers, and they are not a guarantee of continuing Deckers’ policy. Deckers reserves the right to amend, supplement or discontinue this Code and the matters contained herein, without prior notice at any time.

Waiver of the Code for Executive Officers and Directors

If required by applicable laws, rules or regulations, including applicable stock exchange listing standards, any waiver of this Code for directors or executive officers may only be made by the Company’s Board of Directors and must be promptly disclosed to the Company’s stockholders.

Ethics Line

United States and Canada . . . . . . . . . . . . . . . . . . . 855-503-8068

Austria . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0800-291870

China (Southern) . . . . . . . . . . . . . . . . . . . . . . . . . . . 10-800-120-1239

China (Northern) . . . . . . . . . . . . . . . . . . . . . . . . . . . 10-800-712-1239

France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0800-902500

Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0800-1016582

Hong Kong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 800-964214

Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 00531-121520

Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 00798-14800-6599

Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0800-0226174

Russia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-10-8002-6053011

United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . 0800-032-8483


Code of Ethics December 2016 - Deckers Code of Ethics.pdf · Commitment to Human Rights ... and...

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Transcript of Code of Ethics December 2016 - Deckers Code of Ethics.pdf · Commitment to Human Rights ... and...