All employees, officers and directors have an obligation to act in the best interest of the Company at all times. A conflict of interest exists when a Company employee, officer or director is in a position to (i) compete with, rather than help, the Company or (ii) make a business decision not on the basis of the Company’s interest but rather for his or her own 2 personal advantage (for example, you cause the Company to engage in business transactions with a company you or your friends or relatives control, without having obtained the appropriate prior approvals required under the separate Related Person Transactions Policy of the Company as discussed below). A conflict situation can also arise when an employee, officer or director takes actions or has personal or family interests that may make it difficult to perform his or her work (or discharge his or her duties and obligations) effectively. Conflicts of interest also arise when an employee, officer or director, a member of his or her family or any of his or her affiliates receives improper personal benefits as a result of his or her position in the Company (other than in accordance with the Company’s policies concerning entertainment, gifts, favors and gratuities set forth in the separate Employee Handbooks). In order to avoid even the appearance of a conflict of interest, the Company prohibits the use, for personal purposes, of any Company vendor by (i) any director, executive officer, division head or country head, or (ii) any employee who interacts with a Company vendor as part of his or her ordinary responsibilities, in each case excluding common carriers and utilities at published prices. Also, all discounted sales from the Company to its employees are for the personal use of such employees, and it is a violation of Company policy for any employee to resell items obtained at a discount from the Company.

It is not always easy to determine whether a conflict of interest exists, so any potential conflicts of interest must be reported immediately to the General Counsel, Chief Human Resources Officer and Head of Internal Audit, in the case of potential conflicts involving an executive officer or director, or to the employee’s supervisor or to a representative of Human Resources, in the case of potential conflicts involving any other employee. If the concern requires confidentiality, including keeping identity anonymous, then this confidentiality will be protected, except to the extent necessary to conduct an effective investigation or as required by applicable law, regulation or legal proceedings.

The Company recognizes that transactions between the Company and any of its directors, executive officers or shareholders that own 5% or more of the Company’s voting securities or immediate family members of, or entities affiliated with, any of the foregoing persons can present potential or actual conflicts of interest and create the appearance that Company decisions are based on considerations other than the best interests of the Company and its shareholders. The Company also recognizes that there are situations where these “related person transactions” may be in, or may not be inconsistent with, the best interests of the Company and its shareholders. Therefore, the Company has adopted a written Related Person Transactions Policy which sets forth procedures with respect to the review, approval, ratification and disclosure of such related person transactions where the amount involved exceeds $120,000 in the aggregate in any one fiscal year. All directors, executive officers and division heads responsible for the related person transaction are expected to comply with the p

In carrying out their duties or responsibilities, employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Employees, directors and officers are prohibited from (i) taking for themselves personally opportunities that arise through the use of corporate property, information or position, (ii) using corporate property, information or position for personal gain and (iii) competing with the Company, in each of the foregoing cases, to the material detriment of the Company.

Whether any of the foregoing actions is to the material detriment of the Company will be determined by the Audit Committee, in the case of an executive officer or director, or the Legal Department, in the case of any other employee, based on all relevant facts and circumstances, including whether the Company has previously declined to pursue such proposed opportunity for its own benefit.

It is the responsibility of all employees, officers and directors to protect against unauthorized or inappropriate disclosure of confidential or proprietary information. During and subsequent to employment or association with the Company, employees, officers and directors are required to safeguard the Company’s trade secrets and confidential information at all times (except when disclosure is authorized by the Company or legally mandated).

• Confidential information includes all non-public information that may be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to the Company. Of special sensitivity is financial information which should under all circumstances be considered confidential except where its disclosure is approved by the Company or when the information has been publicly disseminated.
• In dealing with the Company’s confidential and proprietary information, the basic guidelines to follow are:
• any proprietary information to which you may have access should be discussed with others only on a need-to-know basis;
• employees should not discuss personal compensation information, subject to the below; and • employees (other than personnel in Human Resources) must not supply personal or employment information (i.e. references) about current or former employees to other employees or outside sources. Human Resources will only confirm an employee’s start date, last day worked, and positions. Written consent is required for salary verification.

Of course, the Company will not enforce this policy in a manner that encroaches on the legal rights of employees, nor is this policy intended to apply to or limit conduct that is otherwise protected under law, such as engaging in protected concerted activity under Section 7 of the National Labor Relations Act, including the discussion of wages, hours and/or working conditions.

All employees, officers and directors should promote the responsible use of the Company’s assets and resources by the Company and ensure their efficient use. Company assets, such as proprietary information, funds, materials, supplies, products or computers, software, facilities and other assets owned or leased by the Company, or that are otherwise in the Company’s possession, may only be used for legitimate business purposes and may never be used for illegal purposes. This obligation continues even after you leave the Company. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incidents of fraud or theft should be immediately reported for investigation. 5 Every employee, officer and director is personally responsible for taking all reasonable steps to protect the Company’s assets entrusted to that employee, officer or director. This obligation to protect the Company’s assets extends to the Company’s property, products and intellectual property, including trademarks, trade secrets, patents and copyrights, as well as business, legal and marketing plans, manufacturing ideas, designs, records, unpublished data and reports, employee information and other proprietary information.

The Company is proud of the quality of its products and in addition to the Company’s own high standards of production, each item must be produced, packaged and labeled in full compliance with applicable legal requirements. Furthermore, all of the Company’s marketing and advertising must be truthful. The Company owns and retains the sole rights to all business-related and merchandiserelated designs, concepts, improvements, discoveries and ideas that an employee conceives or makes during the course of his or her employment with the Company. In addition, the Company’s trademarks are valuable assets and represent what the Company is as a brand. The Company expects all employees to help protect its trademarks at all times. In some instances, individuals or other third parties may attempt to sell counterfeit merchandise using the Company’s trademarks. If you find any merchandise bearing any portion of the Company’s trademarks on the labels, price tags, hang tags, packaging or otherwise and not sold through a Company store or outlet or through an authorized department or specialty store, it is your responsibility to promptly inform the Legal Department.