Code of Business Conduct and Ethics
Revised: September 1, 2018
PVH Corp. (together with its subsidiaries, the “Company”) recognizes that it has inherent responsibilities that go beyond business performance and financial results. The Company is committed to upholding the highest moral, legal and ethical standards in all aspects of its business and requires each officer, director and associate to act with integrity in his or her dealings on behalf of the Company, including with Company associates, customers, suppliers, service providers, other business partners, competitors and other stakeholders.
The Company has adopted this Code of Business Conduct and Ethics (this “Code”) to provide a framework for its officers, directors and associates to fulfill this commitment. This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise but it sets out basic principles to guide your conduct with the Company. Many of these principles are explained further in the Associate Handbook and the specific Company policies referenced in this Code.
Those who violate the standards in this Code or any of the core policies discussed below will be subject to disciplinary action, up to and including termination of employment. If you are in a situation that you believe may violate or lead to a violation of this Code in any way, please contact the appropriate resources identified in Section 13.
Compliance with Laws, Rules, Regulations and Company Policies
Officers, directors and associates must respect and obey – both in letter and in spirit – the applicable laws, rules, and regulations of all jurisdictions in which the Company operates, as well as all Company policies, rules, guidelines and processes. This includes cooperating fully and truthfully with any Company investigation.
Conflicts of Interest
A “conflict of interest” exists when a person’s private interest (including any interest of a member of his or her family) interferes or appears to interfere with the interests of the Company. Conflicts may arise under various circumstances, including actions or interests that may make it difficult to perform Company work objectively or effectively (such as an investment in a competitor, customer or supplier) or the receipt of personal benefits (including loans, guarantees of obligations, gifts, and employment of family members) as a result of one’s position in the Company.
The Company has adopted a comprehensive Conflict of Interest Policy, which provides guidance on how to identify actual and potential conflicts of interest and what types of conduct are specifically prohibited. You must promptly report any actual or potential conflict of interest to the regional head of Human Resources, PVH Corp.’s Senior Vice President & Chief Auditor, the Chief Operating & Financial Officer, or PVH Corp.’s General Counsel.
Officers, directors and associates, in the course of performing services for the Company, may come into possession of material nonpublic information regarding the Company or its customers, suppliers, vendors or competitors. This includes information they inadvertently hear or see or are told inappropriately. Officers, directors and associates are strictly prohibited by law and the Company’s Insider Trading Policy from engaging in certain activities while in possession of material nonpublic information, including purchasing or selling the Company’s securities or the securities of any business partner as to which they possess material nonpublic information, as well as disclosing such information where it may be used by the person receiving it to trade. The Company’s Information Disclosure Policy is, in part, an important corollary to the Insider Trading Policy. Please see “Confidentiality” below.
Officers, directors and associates have a duty to maintain the confidentiality of sensitive, proprietary or otherwise confidential information entrusted to them by the Company or its customers, suppliers, or business partners, except when disclosure is expressly authorized by the PVH Corp. General Counsel or required by law, regulation, court order or similar basis. This includes all non-public information, whether material to investors or not, that might be of use to competitors or harmful to the Company, including an individual officer, director or associate, if disclosed.
The Company’s Confidentiality of Information Policy outlines the obligations of our officers, directors and associates with respect to confidential information, many of which continue even after an officer, director or associate’s employment or relationship with the Company ends.
The Confidentiality of Information Policy requires most officers, directors and associates to obtain permission from PVH Corp.’s General Counsel and Treasurer before accepting speaking engagements related to his or her position at the Company in order to avoid the unauthorized disclosure of material nonpublic information. The procedure for obtaining permission is included in the Policy.
Officers, directors and associates owe a duty to the Company to advance its legitimate interests at all times. They are prohibited from taking or leveraging opportunities, Company assets (including all inventions and intellectual property developed during his or her employment), physical property, information or their position for their own personal gain or the personal gain of their friends or family members or to compete directly or indirectly with the Company.
Competition and Fair Dealing
Officers, directors and associates must respect the rights of and deal fairly with the Company’s customers, suppliers, partners, competitors and associates and anyone else with whom he or she interacts with in the course of performing his or her job. No officer, director or associate should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair dealing practice.
Officers, directors and associates are also prohibited from giving, offering, promising, or accepting, directly or indirectly, any business entertainment or gift that creates an actual or perceived unfair business advantage. The Company understands that it may be difficult to identify what types of gifts or entertainment may violate this principle, so have provided the following general guidelines (1) do not give or accept gifts of cash or cash equivalents (e.g., gift cards), (2) all gifts and business entertainment should be reasonable and consistent with customary business practices, and (3) no gift or business entertainment may violate any law, rule, regulation or Company policy. Additional guidance on appropriate gifts and entertainment can be found in the applicable Anti-Bribery Policy for your country or region.
The Company is committed to observing the standards set forth in applicable anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and the People’s Republic of China Anti-Unfair Competition Law. In compliance with these laws, the Company’s Global Anti-Bribery Policy prohibits giving, authorizing, promising or offering anything of value, whether directly or indirectly, to any foreign official with the intention of obtaining or retaining business or obtaining an improper business advantage. The Company has also developed regional and country-specific anti-bribery policies, which further address the standards of conduct for those jurisdictions.
Discrimination and Harassment
The Company proudly embraces diversity and is firmly committed to ensuring that all officers, directors and associates are treated with dignity and respect in an environment free of harassment and discriminatory treatment. You must ensure that you understand your obligations under the Company’s Global Anti-Harassment Policy, which strictly prohibits harassment – including sexual harassment – and discrimination.
Health and Safety
Each officer, director and associate has responsibility for maintaining a safe and healthy workplace for all officers, directors and associates by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.
Violence and threatening behavior are not permitted under the Company’s Violence in the Workplace Policy. Officers, directors and associates must report to work in condition to perform their duties, free from the influence of illegal drugs, controlled substances or alcohol, as provided under the Company’s Substance Abuse Policy. The Company also complies with the Drug-Free Workplace Act of 1988.
Protection and Proper Use of Company Assets
All officers, directors and associates should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability and are prohibited. Company assets – including the Company’s computer, phone and email systems – should not be used for non-Company business, although incidental personal use is permitted in certain circumstances. Any suspected incident of fraud or theft should be immediately reported for investigation. Use of computer equipment and systems is governed by, among other things, the Company’s Computer & Internet Acceptable Use Policy.
Unauthorized use, distribution or failure to protect Company assets or any Confidential or Highly Confidential Information, as defined by the Data Classification Policy, is prohibited. It could also be illegal and result in civil or criminal penalties.
The obligation of officers, directors and associates to act with integrity and observe the highest ethical standards of business conduct extends to any records that they may be required to keep during the course of their employment or dealings with the Company. All such records – including, for example, records of hours worked or business expenses – must be recorded honestly and accurately and properly documented. Records should always be retained or destroyed in accordance with the Company’s Record Retention Policy.
Waivers of the Code of Business Conduct and Ethics
Any waiver of this Code for executive officers or directors may be made only by the Company’s Board of Directors or a committee of the Board and must be disclosed as required by law or stock exchange regulation.
Reporting any Illegal or Unethical Behavior and Enforcement
All Company officers, directors and associates share a responsibility not only to act ethically but also to report any actual or potential misconduct. If you have, or believe that you may have, information about conduct that is either unethical or in violation of the law, this Code or any other Company policy, you must promptly report it to your supervisor, Human Resources or Legal. Any conduct involving directors or senior officers must be reported to the PVH Corp.’s General Counsel.
You may also report potential misconduct through the Company’s ethics hotline and website, Tell PVH, at tellpvh.ethicspoint.com. Reports may be made online or via the telephone in fourteen languages, anonymously, except as prohibited by law and will be kept confidential to the extent possible.
The Company will promptly investigate allegations of unethical conduct and take action as appropriate. The Company prohibits all forms of retaliation against any person who reports possible misconduct in good faith, as well as against any person who cooperates in an investigation. Anyone who believes that they have suffered retaliation is encouraged to contact PVH Corp.’s General Counsel.