FROM THE CHAIRMAN - content.la-z-boy.com · La-Z-Boy does business in many foreign countries that...
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Transcript of FROM THE CHAIRMAN - content.la-z-boy.com · La-Z-Boy does business in many foreign countries that...
FROM THE CHAIRMAN
La-Z-Boy Incorporated has earned and works hard to maintain a reputation as being committed to
the highest standards of business conduct. I’m very proud of this. This commitment extends
beyond compliance with the law to include a firm belief that the best way to deliver value to our
employees, customers, consumers, and communities is to be honest, fair, and ethical in our
business practices and personal behavior at work. It is not just a coincidence that one of our core
values is to act with integrity. Trusting, being trusted, doing the right thing, giving back and being
socially responsible are not new to La-Z-Boy; they are part of
our heritage.
We are all accountable for our business conduct, which
includes acting ethically and following company policy and the
law. To help us understand our responsibilities, we provide
this La-Z-Boy Incorporated Code of Business Conduct.
Please take time to review the information carefully and refer
to it as needed.
Although our Code of Business Conduct outlines the
guidelines for our behavior, acting honestly, fairly, and with
integrity in every situation may not always be easy. There are
several options to assist you in making the right decisions. In
addition to your manager, there are other company resources
listed under the heading “Resources for Guidance and
Reporting” that you can turn to for guidance.
If you are not comfortable going to your manager or the other resources, you may call the
La-Z-Boy Ethics Hotline (see the side bar). This hotline will be available 24 hours a day, 7 days a
week, 365 days a year. The toll-free line provides a way for any employee to report suspected
violations of the law or company policy. All calls will be confidential and you may remain
anonymous if you wish.
I believe maintaining our reputation for honesty and integrity is the key to our continued success.
It is up to each of us to ensure that our conduct reflects the standards set forth by our Company.
Together, let’s create a dynamic and successful future for La-Z-Boy Incorporated.
Kurt L. Darrow
Ethics Hotline
Anonymous calls can be made at:
Canada 1-866-480-6136 China 400-998-5003 Hong Kong 800-96-1262 Mexico 001-888-243-8075 Thailand 001-800-11-002-9093 UK 0-800-89-0011 (or 500-89- 0011) and then 866-480- 6136 US 1-866-480-6136 Vietnam 1-228-0288 (or 1-201- 0288) and then 855- 551-3833;
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Contents
FROM THE CHAIRMAN ............................................................................................. 2
La-Z-Boy’s Vision, Mission and Values ....................................................................... 6
Accountability .............................................................................................................. 6
COMPLIANCE WITH LAWS AND POLICIES ............................................................. 8
Antitrust & competition laws ..................................................................................... 8
Books, records and accounting principles ................................................................ 9
International business ............................................................................................ 10
PROTECTING OUR ASSETS AND INFORMATION ................................................ 12
Corporate assets .................................................................................................... 12
Corporate opportunities .......................................................................................... 12
Computer systems and information ........................................................................ 12
Confidentiality ........................................................................................................ 12
Intellectual property ................................................................................................ 12
Political spending ................................................................................................... 13
RESPONSIBILITIES TO OTHERS ........................................................................... 14
Community involvement ......................................................................................... 14
Conflict of interest .................................................................................................. 14
Disclosing our information to the public .................................................................. 14
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Honest & ethical dealing ........................................................................................ 14
Inside information ................................................................................................... 15
Privacy ................................................................................................................... 15
Social Media and External Communications .......................................................... 16
WORK ENVIRONMENT ........................................................................................... 18
Environmental ........................................................................................................ 18
Equal employment opportunity and harassment free workplace ............................. 18
Human Rights ........................................................................................................ 18
Sustainability .......................................................................................................... 19
REPORTING AND GUIDANCE ................................................................................ 20
Administration ........................................................................................................ 20
Reporting violations ............................................................................................... 20
Resources for Guidance and Reporting ................................................................. 21
Retaliation .............................................................................................................. 22
Waivers .................................................................................................................. 22
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Our Code
The board of directors has adopted La-Z-Boy’s Code of Business Conduct to ensure a
consistent and uniform approach to the way La-Z-Boy Incorporated conducts its business
across all divisions and business units. This Code is a statement of goals and expectations
for individual and business conduct, and is not intended to address all the applicable laws or
encompass all the various La-Z-Boy policies. It is the responsibility of each employee, officer
and director of La-Z-Boy and all of its subsidiaries to be familiar with all applicable rules and
policies and to act in the best interests of La-Z-Boy and our shareholders. This Code applies
to all employees, officers and directors of La-Z-Boy Incorporated and its subsidiaries and we
use the term “La-Z-Boy personnel” to refer to all such covered individuals. In this Code,
unless the context clearly requires otherwise, “La-Z-Boy” and the words “we,” “us” and “our”
all refer to La-Z-Boy Incorporated and our subsidiaries collectively.
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La-Z-Boy’s Vision, Mission and Values
La-Z-Boy’s Code of Business Conduct provides guidance on how we should behave with
our customers, vendors, and fellow employees. Most questions regarding the proper
action to take in challenging situations can be answered by applying our core values:
Think Customer
Be Committed
Drive Change
Stay Connected
Act with Integrity
Accountability
All La-Z-Boy personnel will be held accountable for adhering to this Code. Violations of
the La-Z-Boy Code will not be tolerated and will result in disciplinary actions up to and
including termination, and may even result in criminal liability. Individuals who willfully
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fail to report others who violate the Code may also be subject to disciplinary action. Any
employee who knowingly makes false reports with the intent of harming another
individual will be subject to disciplinary action up to and including termination.
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COMPLIANCE WITH LAWS AND POLICIES
Antitrust & competition laws
Antitrust and competition laws protect free enterprise. While these laws are
complex and difficult to summarize, at a minimum they prohibit agreement between
La-Z-Boy and our competitors that affect prices, terms or conditions of sale, or fair
competition. In order to avoid creating even the appearance of improper agreements,
we should not:
1) Discuss or contact our competitors regarding price fixing, stabilization or
discrimination;
2) Contact our suppliers and customers to discuss illegally restricting trade or
excluding competitors from the marketplace;
3) Agree with competitors to allocate territories, markets, or customers where we
compete; or
4) Agree with others to boycott customers or suppliers.
U.S. antitrust laws may reach beyond our borders and apply to activities in other
countries where the activities have an impact on U.S. commerce. The violation of any
U.S. or foreign laws or regulations could
result in serious criminal and civil
sanctions for both La-Z-Boy and the
individuals involved.
If you are responsible for areas of
the business where these laws apply, you
must be aware of them and their
implications and in particular how they
apply in any specific country. Many
countries have antitrust or competition laws (though they vary significantly from one
country to another). The competition laws of other countries are sometimes more
stringent than U.S. antitrust laws and regulate, among other things, distribution
agreements; patent, copyright and trademark licenses; territorial restrictions on resellers
and licensees; rebates and discounts to customers; and pricing policies generally.
These laws are complex. You are expected to understand the applicable laws or ask for
advice before you act.
Whom should I contact if I have
questions about
antitrust rules?
The legal department will advise you to
ensure compliance. See page 20 for
contact information.
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Books, records and accounting principles
You are responsible for the integrity and accuracy of business documents,
communications and financial records you generate. La-Z-Boy’s books and records
must be kept in accordance with the pertinent laws, rules, and regulations, and must
fully, fairly, and accurately reflect the Company’s operations, including all transactions,
assets, liabilities, and La-Z-Boy’s financial condition. No one should conceal any
mistake in La-Z-Boy’s financial reporting. Mistakes, unless clearly immaterial, must be
promptly reported to management and appropriately resolved. You should not alter or
falsify information on any record or document or intentionally make a false or
exaggerated or misleading entry on any record or document.
La-Z-Boy maintains a system of internal controls to ensure the reliability and
completeness of its books and records, which includes procedures, appropriate
authorizations, and documentation. You should provide full access and all relevant
information properly requested by internal auditors, independent accountants or legal
counsel.
La-Z-Boy’s record retention policies and procedures ensure that company
records are retained in compliance with applicable legal requirements. You are
expected to be familiar and comply with the relevant requirements for your operations.
Document destruction must stop immediately if you become aware of a legal request for
such documents or when directed by the legal department to stop. You should not
tamper with documents or remove or destroy them prior to the dates specified in the
record retention policies or legal hold.
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Bribery and corruption
Most countries in which we do business have laws that forbid the making,
offering or promising of any payment or anything of value (directly or indirectly) to a
government official (and in the
U.S., to foreign political parties
and candidates), particularly
when the payment is intended to
influence an official act or
decision to award or retain
business. No payments, gifts or
services intended to influence or
even appearing to influence a
government official’s action
should ever be given.
La-Z-Boy also prohibits “commercial bribery.” Commercial bribery refers to
furnishing something of value to an intermediary (e.g., an employee of a customer)
without his or her supervisor’s knowledge, with the intent to improperly influence the
supervisor’s commercial conduct. In addition, you should not use a consultant,
middleman or other agent acting on your behalf, or on behalf of La-Z-Boy, to indirectly
engage in any inappropriate conduct.
Compliance with laws, rules and regulations
La-Z-Boy personnel must comply with all applicable laws, rules and regulations
including, but not limited to, the subjects contained within this Code. When the
applicable laws, rules or regulations are ambiguous, you should obtain clarification or
legal advice from the office of the General Counsel.
International business
La-Z-Boy does business in many foreign countries that have different laws and
customs. La-Z-Boy personnel who engage in international business are responsible for
knowing and complying with both the laws and regulations of the countries in which they
conduct business and the U.S. laws and regulations that apply outside the U.S. borders.
LA-Z-BOY PROHIBITS
PAYMENTS OF ANY KIND
DIRECTLY OR INDIRECTLY, TO
ANY PERSON, TO OBTAIN AN
IMPROPER ADVANTAGE IN
SELLING LA-Z-BOY PRODUCT.
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International trade controls are used to protect our national security and domestic
economy, and to promote foreign policy. These controls are embodied in various laws
and regulations that affect international transactions, including: exports of products,
technology and software; imports; and foreign boycotts the U.S. does not sanction.
La-Z-Boy personnel must comply with the international trade controls and are prohibited
from engaging in any international transaction proscribed by any such controls. We will
not engage in unauthorized transactions with (i) embargoed countries and individuals or
entities listed on the U.S. government debarred parties lists; (ii) arms proliferation-related
end users or parties named on the Department of Commerce’s Entity List; (iii) any party
known or believed to be acting in violation of U.S. or foreign laws and regulations; or (iv)
parties known to support an unsanctioned foreign boycott.
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PROTECTING OUR ASSETS AND INFORMATION
Corporate assets
La-Z-Boy provides valuable resources (e.g., materials, PCs, supplies,
telephones, electronic mail, etc.) to its personnel to aid in fulfilling La-Z-Boy’s business
needs and goals. Each employee should diligently protect any La-Z-Boy assets and
resources under the employee’s control and ensure their efficient and proper use. Theft,
carelessness and waste have a direct impact on our profitability. All La-Z-Boy assets
should be used only for legitimate business purposes.
Corporate opportunities
Each employee has a duty to advance La-Z-Boy’s legitimate interests when the
opportunity arises. La-Z-Boy personnel should not take for themselves opportunities
discovered while performing their duties as La-Z-Boy personnel or through the use of
La-Z-Boy property, information or position. You should not use La-Z-Boy property,
information or position for personal gain nor compete, directly or indirectly, with
La-Z-Boy.
Computer systems and information
La-Z-Boy considers the use of its computer networks and information technology
both a necessity and a privilege that should only be used for legitimate business
purposes. When you access La-Z-Boy’s computer networks, you are responsible for
using the highest standards of corporate and social behavior in all of your use and
communications.
Confidentiality
La-Z-Boy owns, values and protects many intangible assets including our trade
names, trademarks and trade secrets. All non-public information entrusted to La-Z-Boy
personnel by La-Z-Boy or our customers, vendors or other business partners that might
be of use to competitors, or in some cases harmful if disclosed, should be considered
“Confidential Information” and must not be disclosed to others unless the disclosure is
authorized by La-Z-Boy or legally mandated.
Intellectual property
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La-Z-Boy personnel must vigorously protect our intellectual property rights by
documenting all product development research and using appropriate trademark and
copyright notices on all correspondence, articles, manuals and other papers or
documentation. La-Z-Boy personnel must respect and avoid infringing on the intellectual
property rights of others.
Political spending
La-Z-Boy encourages employees to participate in their communities, and that
participation may include political activities. However, in participating, you may not use
company funds or resources, or receive company reimbursement, for personal political
activities, including contributions to political candidates or parties. You should avoid even
the appearance of doing so.
On occasion, we may communicate information and our corporate position on
issues of public concern that directly affect our company. These announcements are
intended to be educational and not intended to pressure you to adopt certain ideas or
support certain causes. Your decisions to contribute your own time or money to any
political or community activity are entirely personal and voluntary.
La-Z-Boy obeys all laws in promoting our company’s position relative to government
authorities and in making political contributions. Our political contributions are strictly
regulated and must always be approved by our CEO and CFO.
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RESPONSIBILITIES TO OTHERS
Community involvement
La-Z-Boy believes every company has an obligation to conduct business
responsibly and ethically, and to contribute positively to the life of the community. The
Company directly, and through the La-Z-Boy Foundation, supports local charities that
directly impact our employees and their communities. We encourage our employees to
give back to their communities to the extent and in the manner that works best for all
involved.
Conflict of interest
La-Z-Boy personnel have a duty of loyalty to La-Z-Boy and should avoid any
actual or apparent conflicts of interest. Your actions at work should not be influenced by
the possibility of any personal gains or benefit, directly or indirectly, and should avoid
even the appearance of any improper personal benefits from your actions. You should
perform your duties objectively and effectively and should avoid situations where you
may be influenced by any potential improper personal gains, including benefits that may
be received by your family members. Generally, if a relationship or situation could
appear to influence your objectivity or effectiveness, you should avoid the situation. If a
conflict is unavoidable, you must disclose it to management as set forth in our Conflicts
of Interest policy.
Disclosing our information to the public
All La-Z-Boy personnel involved in any aspect of preparing reports and other
documents that La-Z-Boy files with the Securities and Exchange Commission or our
other public communications must take all appropriate actions to ensure that we provide
full, fair, accurate, timely and understandable disclosure in those reports, documents and
communications.
Honest & ethical dealing
La-Z-Boy personnel should act honestly, responsibly, and ethically in all dealings
with our suppliers, customers and colleagues. La-Z-Boy personnel should not take
unfair advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other unethical practice.
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However, nothing in this Code is intended or should be construed to alter the
legal rights or obligations of La-Z-Boy to our employees, to suppliers or customers or to
alter the nature of any “at will” employment relationships.
Inside information
In your work for La-Z-Boy, you may have access to non-public or “inside”
information about La-Z-Boy or other companies that is not available to the public and
might be material to investors. You should not disclose such inside information to
anyone (including others within La-Z-Boy) until it has been released publicly, unless the
other person has a clear business need to know. Even then, you should only disclose
what is reasonably
necessary under the
circumstances. Do not
disclose material inside
information to family or
friends to influence
anyone’s investment
decisions. Be careful to avoid passing inside information to anyone, including family and
friends, even unintentionally, as these restrictions apply to your spouse, relatives, and
friends who receive inside information.
La-Z-Boy requires that any disclosure of material financial or operating
information relating to La-Z-Boy be made only by our officers and employees specifically
authorized to do so as part of their job responsibilities, and that any such disclosure be
broadly disseminated to the public in compliance with the securities rules and
regulations.
Privacy
If you access personal information as part of your job, keep it secure and use it
only as authorized. Personal information broadly refers to any information that identifies
or relates to an identifiable person. If you access this type of information or the systems
that maintain it, you must comply with all applicable policies and laws regarding the
processing of such information. You must:
TRADING SECURITIES BASED ON INSIDE
INFORMATION IS GENERALLY BOTH
UNETHICAL AND ILLEGAL, AND YOU
COULD END UP IN JAIL.
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• Only access, collect and use personal information that you are authorized to
see for legitimate business reasons;
• Only disclose personal information to authorized persons who have a legitimate
business reason to know the information and who are obligated to protect it;
• Securely store, transmit and destroy personal information in accordance with
our applicable policies and
laws; and
• Promptly report any actual or
suspected violations of our
policies or other risks to
personal information.
La-Z-Boy is committed to
complying with applicable privacy laws
in the countries where we conduct
business, including laws regarding the
cross-border transfer of certain
personal information. Consult with the
legal department if you have any
questions or if you are required to
transfer personal information outside of the country in which it was collected.
Social Media and External Communications
In order to ensure a consistent and accurate message from the Company, only
specific individuals are authorized as spokespeople for La-Z-Boy. If you are contacted to
discuss company business by any members of the press, investors, or market analysts,
do not provide any information. Instead, politely advise the outside party that you are not
authorized to discuss the subject, and refer the party to the investor relations
department.
Similarly, when using social media you should be clear that you do not speak on
behalf of the company. You should always:
• State that the materials and opinions you are posting are yours and not the
company’s;
What personal information must be
protected?
We need to protect contact information,
such as residential addresses, phone
numbers, and personal e-mail addresses;
government assigned identification
numbers; financial information such as
banking details, salary and other
compensation information; and
employment data such as performance
records, benefits, and leaves of absence.
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• Take every possible precaution to ensure that you are not disclosing any
confidential information about La-Z-Boy; and
• Refrain from using La-Z-Boy’s logos or trademarks without written permission.
See our Disclosure and Social Media Policies for further guidance.
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If you suspect human
rights abuse in our
operations or our
supply chain, report it.
Tell your supervisor or
call the ethics hot line.
REPORT ABUSE
WORK ENVIRONMENT
Environmental
La-Z-Boy is committed to the responsible stewardship of the environment by
integrating environmentally sound and sustainable business practices into our daily
business decisions within our upholstery, casegoods, retail and import furniture
operations. We seek to comply with all applicable laws and regulations governing the
environment.
Equal employment opportunity and harassment
free workplace
The Company is committed to ensuring equal
employment opportunity and will not engage in or tolerate
unlawful discrimination (including any form of unlawful
harassment) on account of a person’s race, religion, color,
sex, pregnancy, sexual orientation, gender identity or
expression, national origin, age, disability, genetic
information, veteran status, or any other characteristic
protected by law.
Human Rights
We are fully committed to protecting and advancing human rights in all of our
operations. We expect to be treated with respect and dignity, and we will treat others
with respect and dignity. We encourage diversity and diverse opinions, provide safe
working conditions, and promote equal opportunity for all. We will not tolerate
harassment, bullying, or discrimination, use of child, compulsory or forced labor, or
trafficking in persons for any purpose. We expect our suppliers to uphold these
important principles, as well.
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Sustainability
La-Z-Boy is strongly committed to responsible stewardship of the environment,
including integrating environmentally sound and sustainable business practices into our
daily operations. Not only do reducing waste, increasing recycling, maximizing our
energy efficiency, and consuming fewer resources make good business sense, but we
owe it to our current and future generations to respect and protect our planet Earth.
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REPORTING AND GUIDANCE
Administration
As a La-Z-Boy employee, you are responsible for understanding and complying
with this Code. If you supervise other employees, you should ensure that they
understand this Code and their obligations under it. In addition to following the
provisions of this Code, all La-Z-Boy personnel are obligated to report violations of this
Code to management or to the La-Z-Boy Ethics hotline (see “Reporting Violations”
below).
La-Z-Boy's General Counsel is responsible for overall administration of this Code
and for assisting employees in conducting their business activities in a legal and ethical
manner. This responsibility includes applying the Code to specific situations in which
questions may arise and interpreting the Code in a particular situation. For matters
related to this Code, the General Counsel reports directly to the Audit Committee of the
Board of Directors. The Code is endorsed by and has the full support of La-Z-Boy's
Board of Directors, who are responsible for overseeing compliance with the Code.
La-Z-Boy and its operating units have adopted specific policies and procedures
to address various issues and concerns. Compliance with this Code and the specific
policies and procedures is a requirement of employment. If there is conflict or
inconsistency between this Code and any specific policy, this Code controls. If after
reviewing this Code and any other relevant policies you are unable to determine the
proper course of action using your own good judgment, you should seek advice from
your supervisors, and if that is not practical or you are still uncertain about your
obligations, confer with the General Counsel or other members of senior management.
Reporting violations
As an employee of La-Z-Boy, you have a duty to strictly adhere to this Code and
all other existing La-Z-Boy policies and to be alert to any situations that could violate
such standards and policies. Each of us has a vested interest in ensuring that everyone
follows our Code. You should not hesitate to report all suspected violations of this Code.
If you become aware of something you feel you should report, go first to your immediate
supervisor. If the conduct involves your supervisor, or if the circumstances warrant it,
you should progressively escalate your concerns to your department head, the human
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resources department, the General Counsel, the President, or the Chairman of the Audit
Committee of the Board of Directors.
If you prefer to report your concerns anonymously, you may call the La-Z-Boy
Ethics hotline, which is a dedicated, toll-free phone line that is available to you 24 hours
a day, 7 days a week, 365 days a year. It is operated by an external third-party vendor
that has trained professionals to take your calls, in confidence, and report your concerns
to the legal department for review with the Audit Committee of the Board. Your phone
calls to the La-Z-Boy Ethics hotline may be made anonymously to:
Canada 1-866-480-6136
China 400-998-5003
Hong Kong 800-96-1262
Mexico 001-888-243-8075
Thailand 001-800-11-002-9093
UK 0-800-89-0011 (or 500-89-0011) and then 866-480-6136
US 1-866-480-6136
Vietnam 1-228-0288 (or 1-201-0288) and then 855-551-3833;
Alternatively, you may file a report on-line at: https://la-z-boy.alertline.com.
You may also communicate any concerns regarding a questionable accounting, auditing
matter, or other ethical issue directly with the General Counsel as follows:
send a letter to the office of the General Counsel, One La-Z-Boy Drive,
Monroe, MI 48162;
send a confidential fax to 1-734-240-2422; or
send an e-mail to [email protected].
We will handle such inquiries discreetly and make every effort to maintain, within
the limits allowed by the law, the confidentiality of anyone requesting guidance or
reporting a possible violation.
Resources for Guidance and Reporting
It is your right and your responsibility to obtain guidance about a business
practice or compliance issue when you are uncertain about what action you should take
and to report possible violations of the Code. If you need details on a specific policy,
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you may e-mail the General Counsel at [email protected]. If you need guidance
regarding a business practice or compliance issue or wish to report a possible violation,
talk to your immediate supervisor, another member of senior management, or contact
the General Counsel. Also see the discussion under “Reporting Violations.”
Retaliation
La-Z-Boy will not tolerate retaliation against La-Z-Boy personnel who in good
faith report violations (or suspected violations) of this Code or supply information to aid
an investigation. However, La-Z-Boy personnel who deliberately submit a false
accusation with the purpose of harming or retaliating against another employee or who
engage in other retaliatory actions will be subject to disciplinary action up to and
including termination.
Waivers
Any waivers of this Code for executive officers or directors may be made only by
the Audit Committee, and must be promptly disclosed to shareholders. Any other
waivers of this Code may be made only by the President of La-Z-Boy Incorporated and
must be disclosed to the General Counsel and the Audit Committee.
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This Code of Business Conduct was amended by the board of directors on June 20,
2017 and shall be posted and maintained on the official La-Z-Boy website.
THIS CODE IS NOT INTENDED TO AND DOES NOT IN ANY WAY
CONSTITUTE AN EMPLOYMENT CONTRACT OR ASSURANCE OF
CONTINUED EMPLOYMENT, AND DOES NOT CREATE ANY RIGHTS IN
ANY EMPLOYEE, CLIENT, SUPPLIER, COMPETITOR, SHAREHOLDER OR
ANY OTHER PERSON OR ENTITY.
