BUSINESS ETHICS AND COMPLIANCE POLICY
Kellwood Company and all of its divisions and subsidiaries are dedicated to the proposition that the maintenance of high ethical standards is both morally proper and essential to long-term success. In its relationships with all of its constituents, (i.e., associates, stockholders, customers, suppliers, etc.), the Company believes that honesty and fair play are universal and eternal guideposts. The Company believes that its firm adherence to demanding ethical standards enhances its inherent strengths without imposing any meaningful constraints on its growth and profitability.
We will not lie, steal or cheat, nor tolerate among us anyone who does.
This written Business Ethics Policy is only a guide and applies to all associates, including directors, officers and employees. If an associate is concerned about an ethical situation or is not sure whether specific conduct, including any accounting or auditing matters, meets Kellwood standards the associate should feel free to discuss the situation with a supervisor, the office of the General Counsel of the Company, or call the toll-free Kellwood Company Hotline at 800-486-2241. All such discussions, inquiries or questions will be handled confidentially and calls to the Kellwood Company Hotline can, at the associate’s option, be handled anonymously.
Waivers from this Business Ethics Policy generally should not be granted. However, if a waiver is deemed appropriate, such waiver shall be granted to employees only by senior executive corporate management and a waiver for an officer or director can only be granted by the Company Board of Directors or an authorized committee of the Board. Any officer or director waivers shall promptly be disclosed to the shareowners.
The discovery of events of a questionable nature, which are or may be in violation of Company policy, should be immediately reported to the office of the General Counsel of the Company or to the toll-free Kellwood Company Hotline.
Periodically the Chairman of the Board shall send this statement of policy to all management personnel.
Specific policy statements on business ethics for particular areas are as follows:
COMPLIANCE WITH LAWS AND REGULATIONS: The Company strives to be in constant compliance with all laws and regulations that may be applicable to its business. The Company expects its associates to understand and obey all legal requirements governing the Company’s business. All associates should familiarize themselves with these laws and regulations and conform to them. Where there is any question as to the interpretation of any law or regulation, or the policy in regard thereto, the office of the General Counsel must be consulted.
ENTERTAINMENT AND GIFTS: Associates shall not accept costly entertainment or gifts, or money (including loans of money) that may imply conflicts between the interests of the associate and the Company. Likewise, associates shall not provide costly entertainment or gifts, or money (including loans of money), to others that may imply the same type of conflicts for them. In either situation, the associate should proceed with the expectation that the act will become a matter of public knowledge.
BRIBES AND KICKBACKS: Kickbacks, bribes, rebates or other illegal consideration are never acceptable, and must never be either given or accepted by anyone acting on behalf of the Company. All contacts and dealings with customers and suppliers shall be conducted so as to avoid even the appearance of impropriety or violation of any applicable law, regulation or Company policy.
CONFLICTS OF INTEREST: It is Kellwood’s expectation that its associates shall firmly adhere to the highest ethical standards and comply with all laws and regulations in the course of performing their duties.
To ensure compliance with these standards and principles, the Board of Directors of Kellwood Company developed a policy regarding conflicts of interest to be reviewed and signed annually by all exempt associates of Kellwood Company, its divisions and subsidiaries. The intent of that policy is that there shall be no undisclosed or avoidable conflicts of interest.
POLITICAL CONTRIBUTIONS: There will be no Company contributions at any time, either directly or indirectly, to any political campaign, candidates for local, state or federal office, or any political party. Acts of hospitality toward public officials should be of such a scale and nature as to avoid compromising the integrity or impugning the reputation of the public official or the Company.
Political payments in foreign countries pose special legal problems. Associates engaged in foreign operations should never make a payment to any foreign government official, agency or instrumentality, or to any foreign political party, party official or candidate unless the specific payment has been reviewed and approved by the office of the General Counsel.
BOOKS, RECORDS AND ACCOUNTING: The books, records and accounts shall accurately and fairly reflect the Company’s transactions and the disposition of its assets. Compliance with accepted accounting rules and controls is expected at all times. There shall be strict adherence to the Commitment Authority of the Company.
CANDOR AND FAIR DEALING: All of the business activities of the Company are highly competitive, and it is the policy of the Company to compete aggressively, but fairly. Associates must never make a deliberate misrepresentation concerning the Company or its business operations. Management, at all levels, must be informed at all times of matters which might be considered sensitive in preserving the Company’s reputation. Concealment of information or false and misleading statements will not be tolerated.
CONFIDENTIALITY: The Company will not tolerate any associate who discloses proprietary or confidential information of the Company. Requests to provide such information shall be transferred to the office of the General Counsel. Associates may not either use or disclose any confidential, proprietary or non-public Company information, either for their or someone else’s personal benefit. Disclosure and use of such information may also violate Federal securities laws.
CORPORATE OPPORTUNITIES: Associates owe a duty to the Company to advance the Company’s legitimate interests whenever the opportunity to do so arises. Associates should not take for themselves opportunities that arise or are discovered due to the associate’s position with the Company or through the use of Company assets or information. Use of Company assets, information or one’s position for personal gain, or personally competing with the Company is not permitted.
PROTECTION OF COMPANY ASSETS: Associates should respect, protect and ensure the efficient use of Company assets, including computers and related information technology assets. Company assets should only be used in accordance with established Company policies and only for Company business.
COMPLIANCE WITH COMPANY POLICIES: Each associate is expected to treat fellow associates with respect and dignity. Each associate is expected to comply with all Company policies, including: this Business Ethics Policy, the Contractor Code of Conduct, the Discrimination and Harassment Policy, the Drug and Alcohol Policy, the Equal Employment Opportunity Policy, and any other policy of the Company. Failure to abide by this Business Ethics Policy, or any other policy of the Company may result in disciplinary action, up to and including immediate terminatio
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