Revised: April 27, 2006
PVH Corp. (the "Company"), through its
officers and directors, recognizes that it has inherent responsibilities to
its stockholders, employees and the general public. These responsibilities
go beyond the mere reporting of performance and results and include high standards
of corporate ethics and integrity.
To ensure these standards, the Company's Board of Directors has adopted
this Code of Business Conduct, which is based on the following general principles
- Maintaining high moral and ethical standards that reflect honesty, integrity
and reliability in every situation.
- Respecting the dignity and rights of all persons, regardless of race,
color, or creed, and conducting itself with decency and common courtesy
in all its relationships.
- Properly balancing the interests of all groups (stockholders, employees
and the general public) in the conduct of its business.
This Code of Business Conduct and Ethics 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 all employees of the Company. Many of
these principles are further detailed in the Associate Handbook provided to
all directors, officers and associates, in which the Company's policies
and procedures are set forth. All of our associates, officers and directors
must conduct themselves accordingly and seek to avoid even the appearance
of improper behavior. This Code should also be provided to and followed by
the Company's agents and representatives, including consultants.
If a law conflicts with a policy in this Code, you must comply with the law.
If you have any questions about these conflicts, you should ask your supervisor
how to handle the situation.
Those who violate the standards in this Code will be subject to disciplinary
action, up to and including termination of employment. If you are in a situation
which you believe may violate or lead to a violation of this Code, please follow
the guidelines described in Section 14 of this Code.
Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which
this Company's ethical standards are built. All associates must respect
and obey the laws of the cities, states and countries in which we operate.
Although not all employees are expected to know the details of these laws,
it is important to know enough to determine when to seek advice from supervisors,
managers or other appropriate personnel.
If requested, the Company will hold information and training sessions to promote
compliance with laws, rules and regulations, including insider-trading laws.
Conflicts of Interest
A "conflict of interest" exists when a person's private
interest interferes in any way with the interests of the Company. A conflict
situation can arise when an associate, officer or director takes actions or
has interests (including an investment or other financial interest in a competitor,
customer or supplier) that may make it difficult to perform his or her Company
work objectively and effectively. Conflicts of interest may also arise when
an associate, officer or director, or members of his or her family, receives
improper personal benefits as a result of his or her position in the Company.
Loans to, or guarantees of obligations of, employees and their family members
may create conflicts of interest.
It is almost always a conflict of interest for a Company employee to work simultaneously
for a competitor, customer or supplier. Exceptions to this rule would include
where you work on an hourly basis for both entities and you are not reasonably
likely to come into possession of or otherwise be exposed to confidential information
of either the Company or the other party. You are not allowed to work for a
competitor as a consultant or board member. The best policy is to avoid any
direct or indirect business connection with our customers, suppliers or competitors,
except on our behalf.
Conflicts of interest are prohibited as a matter of Company policy, except
under guidelines provided for in the Company's Conflicts of Interest Policy
approved by the Board of Directors.
Conflicts of interest may not always be clear-cut, so if you have a question,
you should consult with higher levels of management or the Company's General
Counsel. Any associate, officer or director who becomes aware of a conflict
or potential conflict should bring it to the attention of a supervisor, manager
or other appropriate personnel or consult the procedures described in Section
14 of this Code.
Please see our Conflicts of Interest Policy for further information and detail.
In order to assist with compliance with laws against insider trading, the
Company has adopted a specific policy governing trading in securities of the
Company by the Company's directors, officers and associates. This policy
has been distributed to every associate, officer and director and the Company's
directors, senior executives and associates in the corporate controllers office
have certified to their receipt, reading, understanding and compliance of
and with the policy.
The policy provides that the Company's directors, officers and associates
are prohibited from purchasing or selling stock, bonds, options derivative instruments
or other securities of the Company while in the possession of material nonpublic
information. Additionally, they are prohibited from purchasing or selling stock,
bonds, options derivative instruments or other securities of any other company
while in the possession of material nonpublic information obtained in the course
of their employment or other service to the Company.
The Company's directors, officers and associates are also prohibited
from disclosing material nonpublic information to any other person where such
information may be used by such person to profit by trading in the Company's
securities (or the securities of other companies to which the information may
relate) or passed on to others who may use it to trade. Additionally, Company
director, officer or associate may not make recommendations or express opinions
on the basis of or while in possession of material nonpublic information as
to trading in the Company's securities (or the securities of other companies
to which the information may relate).
If you have any questions, please consult the Company's General Counsel.
Associates, officers and directors are prohibited from taking for themselves
personally opportunities that are discovered through the use of corporate
property, information or position without the consent of the Board of Directors.
No associate, officer or director may use corporate property, information,
or position for improper personal gain, and no associate or officer may compete
with the Company directly or indirectly. Employees, officers and directors
owe a duty to the Company to advance its legitimate interests when the opportunity
to do so arises.
Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. Stealing proprietary
information, possessing trade secret information that was obtained without
the owner's consent, or inducing such disclosures by past or present
employees of other companies is prohibited. Each associate should endeavor
to respect the rights of and deal fairly with the Company's customers,
suppliers, competitors and employees. No associate should take unfair advantage
of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other intentional unfair-dealing
The purpose of business entertainment and gifts in a commercial setting is
to create good will and sound working relationships, not to gain unfair advantage
with customers. No gift or entertainment should ever be offered, given, provided
or accepted by any associate of the Company or any family member of an associate
or agent unless it: (1) is not a cash gift, (2) is consistent with customary
business practices, (3) is not excessive in value, (4) cannot be construed
as a bribe or payoff and (5) does not violate any laws or regulations. Please
refer to the Company's Conflicts of Interest Policy for further detail
regarding any gift you receive and discuss with your supervisor any proposed
gifts which you are not certain are appropriate.
Discrimination and Harassment
The diversity of the Company's associates is a tremendous asset. We
are firmly committed to providing equal opportunity in all aspects of employment
and will not tolerate any illegal discrimination or harassment of any kind.
Examples include derogatory comments based on racial or ethnic characteristics
and unwelcome sexual advances. Please refer to the Company's Equal Employment
Opportunity, Harassment and Sexual Harassment Policies for further detail.
Health and Safety
The Company strives to provide each associate with a safe and healthy work
environment. Each associate has responsibility for maintaining a safe and
healthy workplace for all associate by following safety and health rules and
practices and reporting accidents, injuries and unsafe equipment, practices
Violence and threatening behavior are not permitted. Associates should report
to work in condition to perform their duties, free from the influence of illegal
drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.
Please refer to the Company's Drug and Alcohol-Free Workplace, Smoke-Free
Workplace, Associate Safety, Domestic Violence and other related policies for
The Company requires honest and accurate recording and reporting of information
in order to make responsible business decisions. For example, only the true
and actual number of hours worked should be reported.
Many associates regularly use business expense accounts, which must be documented
and recorded accurately. Please refer to the Company's Travel and Entertainment
Expense Policy for further information. If you are not sure whether a certain
expense is legitimate, ask your supervisor or your controller.
All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the Company's
transactions and must conform both to applicable legal requirements and to the
Company's system of internal controls. Unrecorded or "off the books"
funds or assets should not be maintained unless permitted by applicable law
or regulation. Please refer to the Company's Code of Ethics for the Chief
Executive Officer and Senior Financial Officers, its Financial and Accounting
Practices Policy and its Complaint Procedures for Accounting and Auditing Matters
for further information.
Business records and communications often become public, and we should avoid
exaggeration, derogatory remarks, guesswork, or inappropriate characterizations
of people and companies that can be misunderstood. This applies equally to e-mail,
internal memos, and formal reports. Records should always be retained or destroyed
according to the Company's Record Retention Policy. In accordance with
that policy, in the event of litigation or governmental investigation please
consult the Company's Legal Department.
Associates must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, except when disclosure
is authorized by the General Counsel or required by laws or regulations. Confidential
information includes all non-public information that might 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 us. The obligation
to preserve confidential information continues even after employment ends.
In connection with this obligation, every associate should have executed a
confidentiality agreement when he or she began his or her employment with
the Company. See the Company's Confidentiality/Proprietary Information
Policy for further information.
Protection and Proper Use of Company Assets
All associates should endeavor to protect the Company's assets and
ensure their efficient use. Theft, carelessness, and waste have a direct impact
on the Company's profitability. Any suspected incident of fraud or theft
should be immediately reported for investigation. Company equipment should
not be used for non-Company business, though incidental personal use may be
The obligation of associates to protect the Company's assets includes
its proprietary information. Proprietary information includes intellectual property
such as trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service plans, engineering and manufacturing ideas, designs, databases,
records, salary information and any unpublished financial data and reports.
Unauthorized use or distribution of this information would violate Company policy.
It could also be illegal and result in civil or even criminal penalties. See
the Company's Confidentiality/Proprietary Information Policy for further
Payments to Government Personnel
The U.S. Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business. It is strictly prohibited
to make illegal payments to government officials of any country.
In addition, the U.S. government has a number of laws and regulations regarding
business gratuities which may be accepted by U.S. government personnel. The
promise, offer or delivery to an official or employee of the U.S. government
of a gift, favor or other gratuity in violation of these rules would not only
violate Company policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar rules. The Company's
General Counsel can provide guidance to you in this area.
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 Board or a Board committee and will be promptly disclosed as required
by law or stock exchange regulation.
Reporting any Illegal or Unethical Behavior
Associates are encouraged to talk to supervisors, managers or other appropriate
personnel about observed illegal or unethical behavior and when in doubt about
the best course of action in a particular situation. It is the policy of the
Company not to allow retaliation for reports of misconduct by others made
in good faith by employees. Associates are expected to cooperate in internal
investigations of misconduct.
Employees must read the Company's Complaint Procedures for Accounting
and Auditing Matters, which describes the Company's procedures for the
receipt, retention, and treatment of complaints received by the Company regarding
accounting, internal accounting controls, or auditing matters. Any associate
may submit a good faith concern regarding questionable accounting or auditing
matters without fear of dismissal or retaliation of any kind. Other matters
which should be brought to the attention of the non-management directors of
the Board may be submitted in the same manner outlined in the Complaint Procedure
for Accounting and Auditing Matters.
We must all work to ensure prompt and consistent action against violations
of this Code. However, in some situations it is difficult to know if a violation
has occurred. Since we cannot anticipate every situation that will arise,
it is important that we have a way to approach a new question or problem.
These are the steps to keep in mind:
Make sure you have all the facts. In order to reach the right solutions,
we must be as fully informed as possible.
Ask yourself: What specifically am I being asked to do? Does it seem
unethical or improper? This will enable you to focus on the specific
question you are faced with, and the alternatives you have. Use your judgment
and common sense; if something seems unethical or improper, it probably
Clarify your responsibility and role. In most situations, there
is shared responsibility. Are your colleagues informed? It may help to get
others involved and discuss the problem.
Discuss the problem with your supervisor. This is the basic guidance
for all situations. In many cases, your supervisor will be more knowledgeable
about the question, and will appreciate being brought into the decision-making
process. Remember that it is your supervisor's responsibility to help
Seek help from Company resources. In the rare case where it may
not be appropriate to discuss an issue with your supervisor, or where you
do not feel comfortable approaching your supervisor with your question,
discuss it locally with your office manager or your Human Resources manager.
You may report ethical violations in confidence and without fear of
retaliation. If your situation requires that your identity be kept secret,
your anonymity will be protected. The Company does not permit retaliation
of any kind against employees for good faith reports of ethical violations.
Always ask first, act later: If you are unsure of what to do in
any situation, seek guidance before you act.