a message from dave - deckers code of ethics.pdf · menu deckers brands | code of ethics 8 get up...
TRANSCRIPT
At Deckers, we know that the products we create are more than
just accessories—they are the foundation for our everyday
journeys, whether we are hiking our favorite trail, running a
marathon, dancing at our wedding or walking to work.
Just as a good pair of shoes provides the foundation for our
everyday life, our Deckers values are the foundation for the
way we do business. To help us make good choices, this Code
of Ethics sets forth the basic legal and ethical guidelines we
follow. This Code is more than words on paper. It embodies the
Deckers culture we all know is truly one of a kind..
Please read the Code. Take some time to really think about what
it says. Talk about it with others. Make a commitment to follow it
and be guided by its values.
If you finish reading this Code and are still unsure how to act,
have a question or want to voice a concern, our doors are always
open. Please reach out to a leader you trust or use the other
resources listed in our Code. We are committed to protecting
those who raise honest concerns from any form of retaliation.
When we make good choices, we not only live up to our Deckers
values, but we fulfill our commitment to our stakeholders—from
our customers to our business partners to our stockholders.
Dave Powers
CEO
A MESSAGE FROM DAVE
THE BASICS
4
MENU Who We Are: One Vision, Many Teams, One Family . . . . . . . .
Our Fearless Leaders. . . . . . . . . . . . . . . . . . . . . . . . . .
. 5
. 6
L.A.C.E.S. Team . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
GET UP, STAND UP 7
No Retaliation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Code of Ethics Violations . . . . . . . . . . . . . . . . . . . . . . . . 9
Support . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Ethics Line—How to Connect . . . . . . . . . . . . . . . . . . . . . . 9
OUR DECKERS FAMILY 11
How We Treat Each Other . . . . . . . . . . . . . . . . . . . . . . . . 12
Safety and Health. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Agents, Consultants and Professional Services . . . . . . . . . . . . 14
Recording Your Time . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Other Work Standards . . . . . . . . . . . . . . . . . . . . . . . . . . 15
MAKING GOOD CHOICES 16
Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Corporate Opportunities. . . . . . . . . . . . . . . . . . . . . . . . . 18
Gifts, Hospitality and Other Payments . . . . . . . . . . . . . . . . . 19
Prohibition of Bribes and Improper Payments . . . . . . . . . . . . 22
Fraud and Theft. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Compliance with Laws and Fair Dealing . . . . . . . . . . . . . . . . 23
Antitrust and Competition. . . . . . . . . . . . . . . . . . . . . . . . 23
Government Agency Complaints and Requests for Information . . 24
Anti-Boycott . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
PROTECTING WHAT MAKES US SPECIAL 25
Confidential and Personal Information . . . . . . . . . . . . . . . . . 26
Social Media. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Insider Trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Accurate Records and Reports . . . . . . . . . . . . . . . . . . . . . 29
Safeguarding Assets and Records . . . . . . . . . . . . . . . . . . . 30
Computing and Information Resources . . . . . . . . . . . . . . . . 30
Trademarks and Counterfeit Merchandise . . . . . . . . . . . . . . . 31
Media Inquiries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
DOING GOOD BUSINESS 32
Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Social Responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Commitment to Human Rights . . . . . . . . . . . . . . . . . . . . . 33
Political Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Product Safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Suppliers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Intellectual Property Rights of Others . . . . . . . . . . . . . . . . . 35
RESOURCES FOR MAKING GOOD CHOICES 36
More Resources. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Our Other Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Technical Notes from the Legal Department . . . . . . . . . . . . . 38
Waiver of the Code for Executive Officers and Directors . . . . . . 38
Ethics Line. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
DECKERS BRANDS | Code of Ethics
DECKERS BRANDS | Code of Ethics 4 MENU
DECKERS BRANDS | Code of Ethics 5 MENU
THE BASICS
Who We Are: One Vision, Many Teams, One Family
We are not a holding company. We are people. We are surfers,
musicians, skateboarders, paddlers, dreamers, explorers, activists,
raconteurs, sophisticates, extroverts, introverts, urbanites,
suburbanites, natives, foreigners, hikers, go-getters, poets, lovers,
fighters, men, women, and children at heart. And while we come
from different backgrounds and have different interests, we all
celebrate our Deckers values.
Our good name and reputation depend on the actions of each
and every one of us. Our individual actions must be guided by
kindness, honesty, and courageousness each and every day.
We are all in this together. While no code can cover every
situation, we look to this Code to provide guidance and information
on making good decisions as individuals and as an organization.
This Code applies to Deckers Brands, its sub-
sidiaries worldwide and each of their respec-
tive employees,
directors and officers.
In addition to this Code, we have additional
policies that provide more detail and guidance
for specific situations. You can always access
our most up-to-date policies at any time on
our Intranet. How will you know how to make
decisions that illustrate our values? Read the
Code. Ask for help. Listen to your inner voice.
Speak up.
CELEBRATE OUR DECKERS WAY
DECKERS BRANDS | Code of Ethics 6 MENU
THE BASICS
Our Fearless Leaders
Our leaders—our mentors, colleagues, and confidantes—hold a
special position of trust and influence. Leaders are our everyday
ambassadors, entrusted to “walk the walk” and embody this
Code in everything they do. Leaders include anyone with direct
reports—from retail store managers to vice presidents, to Board
members, and everyone in between.
A note to the leaders: talk about the Code with your team. Lead
by example. Refer to this Code often. Open your door for questions
and concerns.
L.A.C.E.S. Team
L.A.C.E.S.—which stands for Leaders in Accountability through
Compliance, Empowerment, and Support—helps us put
programs, trainings, and policies in place that support our ethical
work environment. It seeks to empower each of us to make good
choices. Our L.A.C.E.S. Team is comprised of employees in the
Legal Department, Internal Audit, and HR and reflects who we
are as a company and the team is always here to help. You may
contact the L.A.C.E.S. team via [email protected].
DECKERS BRANDS | Code of Ethics 7 MENU
GET UP STAND UP
DECKERS BRANDS | Code of Ethics 8 MENU
GET UP STAND UP
We all must make good choices, each and every day. Part of
that is speaking up when we have questions
or concerns.
Q: What should I do if I feel that a co-worker or local leader is in violation of our Code, but I do not want to talk to them for fear of retaliation?
A: We have a strict policy against any retaliation. However, if you do not feel comfortable talking to someone who you believe may be in violation, you can talk to Legal, HR, L.A.C.E.S. Team or call or email the Ethics line.
Reporting a violation can be done directly, indirectly or, in most
offices, anonymously.
Failing to report a violation—intentionally or not—of this Code
could be harmful to all of us and, if later discovered, may result in
discipline, up to and including termination of employment. Rest
assured—all allegations will be investigated and handled promptly,
discreetly and in accordance with the law.
No Retaliation
You may report any suspected violation of our Code, policies or
the law without fear of any direct or indirect retaliation or any
negative impact on your employment.
We strictly prohibit retaliation against any person for reporting in
good faith a possible violation or participating in an investigation
involving possible misconduct. It does not matter whether any
misconduct is uncovered. You must only deliver your report
honestly and sincerely.
We will investigate reports of retaliation and will take appropriate
action to prevent future violations.
If you believe someone is not living up to our
Code, policies or the law, or if you are unsure
how to handle a situation, here are some options
for taking action:
• Our doors are always open. Stop by and talk to your local leader,
another leader with whom you are comfortable, HR, or Legal
• Contact L.A.C.E.S. team via [email protected]
• Call or email our Ethics Line
o Via phone: See the numbers listed in the resources guide.
o Via web: www.deckers.ethicspoint.com
• Use our Resources Guide at the end of this Code for additional contacts
DECKERS BRANDS | Code of Ethics 9 MENU
GET UP STAND UP
Code of Ethics Violations
If conduct is determined to violate our Code, policies or the law,
violators may be subject to disciplinary action, up to and including
termination. Violators may also be subject to civil or criminal
prosecution for violating the law.
Support
We are here to support you. In the real world, choices are difficult,
and decisions can be personal and emotional. Laws and regulations
concerning ethical issues are often complex. Our Code gives us
guidelines and expectations for making accountable decisions,
but no Code can provide guidance for every question that may
come up.
When in doubt, always ask before acting. We are here to
help you!
Ethics Line—How to Connect
Our Ethics Line is free, confidential, and available 24-7 to
employees around the world. Our Ethics Line is operated by an
independent company that will gather information from you.
Interpreters are available, if needed. You can report any
concerns to the Ethics Line via the web or over the telephone.
European Team
Our Ethics Line can only be used to report issues relating to
internal controls in finance, accounting, or banking, or issues of
competition or anti-corruption. Your privacy will be maintained
in accordance with European data protection laws. If you have
a concern in any other area, please report it to your local leader,
another leader with whom you are comfortable, local HR, local
Legal, or L.A.C.E.S.
You can reach our Ethics Line:
o Via phone: See the numbers listed in the resources guide.
o Via web: www.deckers.ethicspoint.com
WE ARE HERE TO SUPPORT YOU
GET UP STAND UP
DECKERS BRANDS | Code of Ethics 10 MENU
Q: I think my co-worker may be violating the Code. Do I need actual proof before I report a violation?
A: There is no fault for a report made in good faith and honesty. We will inves tigate all reports and take action as needed.
All Others
Our Ethics Line may be used to report any concern related to
actual or potential violations of our Code, policy or legal violations.
You may choose to identify yourself or remain anonymous. All
Ethics Line reports will be provided to L.A.C.E.S. and Internal Audit,
which will ensure that all allegations are reviewed and
a d d r e s s e d .
If your concern relates to a material accounting, auditing, internal
control, or anti-corruption matter, it will also be communicated
to the Chair of the Audit Committee. If, at any time, you feel your
concern has not been adequately addressed, you may contact
our General Counsel.
DECKERS BRANDS | Code of Ethics 11 MENU
DECKERS BRANDS | Code of Ethics 12 MENU
OUR DECKERS FAMILY
Q: I just started in a new department and one of the supervisors likes to tell jokes that I find offensive. I’m sure the supervisor isn’t trying to hurt any- body and is just trying to be funny, but I find them insulting. What should I do?
A: You should try to talk to the supervisor and explain why the jokes are offensive. If the supervisor continues to make offensive remarks you should reach out to your local leader, LAC- ES, or HR representative. Deckers supports a fair and safe work environment.
How We Treat Each Other
We are about opportunity. Opportunity to create, to grow and
to have an impact. We want all of our people to be as successful as
they can be and to reach their full potential. And as a company, we
are committed to helping you reach those goals because we believe
that when our people are successful, we are successful.
The opportunity and success of each of us depends on a supportive,
healthy, and safe work environment. Because of this, we do not
tolerate any form of unlawful discrimination or harassment. We
must all take care to treat others the way we expect to be treated;
that is, as professional adults, respectful of our diverse workforce.
We comply with all laws relating to equal employment
opportunities. To the extent required by federal, state, or local
law, all employment decisions are made without regard to race,
color, gender, age, sexual orientation, gender identity, gender
expression, national origin, religion, marital status, pregnancy,
medical condition, physical or mental disability, veteran status,
and any other characteristics protected by federal, state or local
law.
We do not tolerate unlawful harassment. Harassing conduct can be
sexual or non-sexual, verbal or non-verbal, physical or non-physical.
Unlawful harassment harms us all by creating an intimidating,
hostile or offensive work environment.
We do not tolerate any act or threat of physical violence, including
intimidation or coercion.
Treat others as you would like others to treat you.
DECKERS BRANDS | Code of Ethics 13 MENU
OUR DECKERS FAMILY
Safety and Health
We’re committed to providing a safe and healthy work environment
for our employees, customers, contractors, and vendors. To ensure
that our surroundings are safe and healthy, we must each adhere
to our safety policies, as well as related laws, and regulations.
Vendors must follow the guidelines outlined in the Supplier Code
of Conduct.
Take care of yourself by being attentive to your surroundings.
Make sure to let us know if any issue arises by reporting any
work-related injury or illness, no matter how minor.
We love having fun and celebrating with each other. Even at
Company-related social events, however, we expect all of our
employees to consume alcohol in moderation, use good judgment,
and follow the law. All of our employees, especially our leaders,
are expected to ensure that alcohol use doesn’t result in the
appearance of intoxication or inappropriate conduct.
Other than at Company-related social events when moderate
alcohol consumption is permitted, we expect our employees to
be completely sober while on-duty and never under the influence
of illegal drugs or any substance, legal or not, that may impair
your ability to work safely, or perform your responsibilities. Of
course, you must never possess, sell or transfer any illegal drugs
on Deckers’ premises.
Sexual harassment can include:
• Unwanted sexual advances or propositions;
• Offering employment benefits in exchange for sexual favors;
• Making or threatening reprisals after a negative response to sexual advances;
• Visual conduct such as leering, sexual gestures, displaying of sexually suggestive
objects or pictures, or electronic display, or dissemination of such material;
• Verbal conduct such as making or using derogatory comments, slurs,
jokes, or commentaries about a person’s body; and
• Physical conduct such as touching, tickling, assault or impeding or block
ing movements.
TAKE CARE OF YOURSELF
DECKERS BRANDS | Code of Ethics 14 MENU
OUR DECKERS FAMILY
Agents, Consultants, and Professional Services
Who we are is a reflection of those we choose to surround
ourselves with.
Our business partners, including agents, distributors, consultants,
representatives, attorneys, independent contractors, external
temporary workers, and suppliers are expected to observe the
values set forth in this Code when conducting business with us
or for us.
Talk with our significant business partners about our values and
our expectations of them. Feel free to share this Code with our
business partners. Use business integrity as part of your
criteria when evaluating potential business partners.
RECORD YOUR TIME WORKED ACCURATELY
DECKERS BRANDS | Code of Ethics 15 MENU
OUR DECKERS FAMILY
Recording your Time
If you are an hourly or non-exempt employee, make sure you
record your time worked accurately – whether scheduled or
unscheduled, overtime or straight time, authorized or unauthorized.
If you discover any mistakes in your time records, please let your
local leader or HR know as soon as possible so that inaccuracies
can be corrected promptly.
Other Work Standards
Our success depends upon the happiness and health of our
employees. We must take care of ourselves by following all
applicable laws and regulations regarding meal periods, rest
breaks, and employment of minors.
When recording your time, remember that hourly
employees should never:
• work without pay, including not recording hours for work done at home;
• move hours from one day to another on a time record to avoid or
accrue overtime;
• record time for a co-worker or ask a co-worker to record time for you;
• inaccurately record time worked; or
• remove correctly recorded hours from a time record.
HAPPINESS AND HEALTH OF OUR EMPLOYEES
DECKERS BRANDS | Code of Ethics 16 MENU
DECKERS BRANDS | Code of Ethics 17 MENU
MAKING GOOD CHOICES
Conflicts of Interest
We depend on each other to act in the best interest of Deckers
at all times. Conflicts of interests—even just the appearance of a
conflict—can interfere with our ability to fulfill this duty.
What is a conflict of interest? Simply, it’s when your personal
interest or involvement in a situation interferes, or appears to
interfere, with your ability to act objectively, and in the best
interest of Deckers.
If the answer to any of these questions is yes or maybe, discuss
the situation with your local leader or HR.
Some common situations that may be a conflict of
interest are:
Doing business with family members or close personal friends:
We must be very careful when doing business with family members
or close personal friends – such as hiring your brother’s company
to perform services for Deckers or leasing a retail location owned
by your best friend. Therefore, you must get written approval
from the Legal Department and your local leader before doing
any business with family members or close personal friends. If
your relative is employed or seeking employment at Deckers,
please see the “Personal Relationships at Work” section below
for guidance on how to handle that situation.
Holding a significant financial interest in a competitor or
business partner: You must get written approval from the Legal
Department and your local leader for any material financial interest
in a competitor or business partner.
Not sure if there is a conflict of interest? Ask yourself these questions:
• Will I, my family, or a close friend benefit personally from my involvement?
• If this situation becomes public, will I, or Deckers be embarrassed?
• Will this interfere with my ability to do my job?
• Would others think it might affect how I do my job?
DECKERS BRANDS | Code of Ethics 18 MENU
MAKING GOOD CHOICES
Personal relationships at work: We must each act professionally
to make sure that our personal relationships and friendships don’t
make others uncomfortable or influence our business decisions.
Favoritism, open displays of affection, and business decisions
based on emotions or friendships rather than the best interests
of Deckers, must be avoided. If you supervise or work closely
with someone you are romantically involved with or related to,
you should talk to your local leader and HR to assist you in
making sure you separate your business responsibilities from
your personal relationship.
Working for a competitor or other business
partner: We must not use company resources
to support outside work. You must get the
written approval from your local leader and
HR before working outside of Deckers. If
you are working for any of our competitors
or business partners, you must get written
approval from the Legal Department and
your local leader.
Exception: If you work in a retail store or
distribution center and don’t supervise others,
you are pre-approved to work for other
employers as long as the work doesn’t
interfere with your responsibilities with us.
Serving as a director or officer of another organization:
For-profit: You need written approval from the CEO and the
General Counsel before serving as a director or officer of another
for-profit company.
Non-profit: Serving as a director or officer of a non-profit is a
great way to give back to our communities on your own time.
Just make sure to get the prior written approval of the General
Counsel if you are representing Deckers.
Corporate Opportunities
You may be exposed to business or investment opportunities
that you learn about in the course of your employment. You
may never take personal advantage of a business or investment
opportunity that you become aware of through your work at
DECKERS BRANDS | Code of Ethics 19 MENU
MAKING GOOD CHOICES
Deckers, unless Deckers has chosen not to pursue it and you
have obtained the consent of the Legal Department and your
local leader.
Gifts, Hospitality and Other Payments
Business gifts and entertainment may help us build strong
working relationships with our business partner. But, giving
or receiving gifts or entertainment is not appropriate if it creates a
sense of obligation or puts our business judgment in question.
We must be careful to avoid even the appearance that a gift
or entertainment may influence a business decision.
Gifts can include goods or services but can also be any valuable
item. Examples include cash, gift cards, samples, discounts, personal
favors, tickets, and others. Entertainment includes events where
both the person offering and the person accepting attend.
Examples include meals, sporting events, shows, and more.
MAKING GOOD CHOICES
DECKERS BRANDS | Code of Ethics 20 MENU
Q: What should I do if I receive a gift that is over $250, but declining would be culturally insensitive?
A: These can be tricky situations, but the L.A.C.E.S. Team is here to help you in these situations. The L.A.C.E.S. Team can help you return the gift without offending the giver or determine the appropriate disposition.
If there is a legitimate business interest that requires a gift or
entertainment that does not meet the above criteria, it must
be approved in writing in advance by the Legal Department.
Local leaders should consult with the Legal Department if you
have any questions about whether a gift or entertainment over
US$250 is reasonable in value.
Remember:
Use good judgment and moderation.
Don’t give or receive anything that creates a sense of obligation.
Of course, we must also never offer bribes or other improper
payments (discussed below).
Here are some guidelines for specific situations:
Business Meals: You may accept business meals as long as they
are infrequent and not extravagant.
Gifts to Others: Gifts to your family members, close personal
friends, or charities designated by you (other than through the
Deckers Goods program) are considered to be given to you for
the purposes of our Code.
How do you know if a gift or entertainment is okay?
You may only give or receive gifts or entertainment
if it meets ALL of the following requirements:
• Not lavish and is reasonable in value (if over US$250 in value, you must
obtain advance approval from your local leader)
• Infrequent
• In good taste
• Unsolicited
• Not cash or cash equivalent (like a gift c a r d )
• In an appropriate business setting
• Not for an improper purpose
• Recipient is not a government official
MAKING GOOD CHOICES
DECKERS BRANDS | Code of Ethics 21 MENU
Q: What if during Chinese New Year I receive multiple red envelopes from differ ent employees of the same vendor, each individually is under $12 USD?
A: Although this may sound okay because each red envelope is under $12 USD, which is the maximum permitted under our Code, we must look at big picture. In this situation you must contact the L.A.C.E.S. Team. The L.A.C.E.S. Team eval uates these on a case by case basis.
Non-cash holiday gifts: You can accept non-cash holidays
gifts (such as gift baskets) as long as you share them with
your department.
Third-party trainings: If you get prior written approval from the
Legal Department, you may accept certain educational trainings
or conferences from third parties that are not lavish and are
reasonable in value.
Chinese New Year: During Chinese New Year, you may accept a
cash gift in the form of “Lai See,” but only for a nominal value
(up to HK $100 or its equivalent, which is approximately US $12).
We recognize that in some circumstances declining a gift or
hospitality given out of genuine generosity may be culturally
insensitive. In that situation, you may accept on our behalf, but
you should immediately report it to the Legal Department, which
will determine the appropriate disposition.
Gifts to our employees:
Any gifts or awards used in recognition of an employee’s service
outside of their regular compensation must follow our Employee
Gift Policy guidelines.
Gifts and entertainment to
government employees: This is a
sensitive area that is subject to
strict laws (including criminal).
Before providing gifts or
entertainment of any value
(even nominal such as a catered
lunch) to any government
employees or contractors, you
must get the written consent of
the Legal Department and your
local leader.
MAKING GOOD CHOICES
DECKERS BRANDS | Code of Ethics 22 MENU
Prohibition of Bribes and Improper Payments
We work hard every day to find and build niche brands into
global lifestyle leaders through innovative design and marketing.
We take great pride in this work, and we want to succeed on
our merits. We must never engage in or promote corruption or
bribery, regardless of local customs.
It’s important that we follow all applicable anti-corruption
laws, including the U.S. Foreign Corrupt Practices Act and the
U.K. Bribery Act. We must never give, promise or offer bribes,
kickbacks, other improper cash payments, or anything else of
value to government officials, civil servants, or anyone else
with the ability to influence them.
Bribes generally include anything of value—no matter how small—
such as cash, charitable donations, loans, travel expenses, gifts,
and entertainment. Kickbacks generally are the return of money
already paid as a reward for making business arrangements.
We also cannot make improper payments through third parties,
including our agents and consultants. Direct and indirect bribes/
improper payments are all prohibited. In addition, facilitation
payments—typically small, unofficial payments made to secure
or expedite a routine government action by a government
official—are also prohibited, unless such a payment is necessary
to avert an imminent threat to life or health. In the unlikely event
such a payment is necessary, the Legal Department must be
notified as soon as p o s s i b l e .
Given the complexity of the laws relating to bribes and improper
payments, please contact the Legal Department with any questions
concerning your obligations under and compliance with these laws.
Some red flags to keep in mind:
• Are you doing business in a country that has a reputation for corruption?
• Are unreasonably high fees being requested?
• Are unusual payment methods being used (such as requests for cash)?
• Do the deliverables sound too good to be true?
WE WANT TO SUCCEED ON OUR MERITS
MAKING GOOD CHOICES
DECKERS BRANDS | Code of Ethics 23 MENU
Fraud and Theft
Trust is a central element of the Deckers Way. We must
each ensure that our actions earn the trust of our Deckers family.
As part of this trust, we must not take or use company property
for personal purposes without permission. We must not deceive
one another, our business partners or our customers through
fraud, theft, embezzlement, or misappropriation of property.
Maintaining trust depends on each of us, every day.
Compliance with Laws and Fair Dealing
We keep it simple. Part of being accountable means following
all applicable laws and regulations. We must always follow all
relevant laws and regulations in the locations we do business. We
need to be accountable and understand the laws and regulations
that apply to your work and follow them.
Ask if you need help. We are all honest and open. When dealing
with employees, customers, and business partners, we must
always deal fairly. Don’t take unfair advantage of anyone through
manipulation, concealment, abuse of confidential information,
misrepresentation, or deception.
Antitrust and Competition
Boots for surfers. Sandals for whitewater rafting. Our success is
built on finding opportunity in unusual places and turning good
ideas into global lifestyle brands. In building our brands, we al-
ways want to succeed on our merits and compete fairly.
Competition, or “anti-trust” laws, require fair competition. These
laws seek to protect consumers by prohibiting business practices
that interfere with competition such as price fixing or dividing
markets. Both you and Deckers can face severe penalties (including
prison) for violations of these laws.
If you work in sales, marketing or procurement you should
familiarize yourself with these laws. Ask the Legal
Department for help.
ON EACH OF US,
MAKING GOOD CHOICES
DECKERS BRANDS | Code of Ethics 24 MENU
If you’re still uncertain, talk to the Legal Department before beginning
any discussions or attending any meetings with competitors.
Government Agency Complaints and Requests
for Information
If you are contacted about a government complaint, contact the
Legal Department immediately. If you are asked by a government
official to provide written or verbal company information, notify
the Legal Department.
Anti-Boycott
You may come across a request to cooperate with an unsanctioned
boycott of another country that is “friendly” to the United States.
Sometimes these requests appear in bid invitations, purchase
contracts, letters of credit, shipping instructions, certificates of
origin, or in conversation. We cannot support such boycotts
and must report these requests to the U.S. government. If you
hear of such a boycott, contact the Legal Department.
Make sure you don’t:
• Talk to competitors about prices, marketing practices, other competi
tors, vendors, market allocation or geographic region. Be careful at trade
events and industry conferences.
• Influence the prices at which others resell our products, including our retailers.
• Make any statements (even jokes) that suggests an action will eliminate
competition (such as “this plan will crush our competition”).
DECKERS BRANDS | Code of Ethics 25 MENU
DECKERS BRANDS | Code of Ethics 26 MENU
PROTECTING WHAT MAKES US SPECIAL
Confidential and Personal Information
We are an innovative company with unique, cutting-edge
products and ideas.
Because of this, you may be exposed to confidential information
about Deckers or our business partners that people outside
Deckers are unaware of, such as unannounced products and
designs, business and marketing plans, financial information,
sales figures, intellectual property, discussions and deliberations
relating to business issues and decisions, and other materials.
Any information that is known only to the company’s employees
and trusted relationships—whether or not it is marked as
confidential—is confidential information that must be protected.
Confidential information is essential to our success,
and your obligation is to maintain the secrecy of confidential
information. You may only use this information for its intended
business purposes. You may not share it with any person who
could jeopardize the information’s confidential status. Your
obligation to maintain the secrecy of confidential information
exists while you are an employee and continues after your
employment ends.
Just as we have access to confidential business information,
we sometimes are entrusted with personal information about
co-workers, customers or other individuals, such as names,
addresses, email addresses, telephone numbers, Social Security
numbers, credit card or bank information, race, gender, religion,
sexual orientation, and other information. We follow the applicable
data privacy laws of all countries in which we operate. You must
act diligently to safeguard the confidentiality of such information
both while an employee of Deckers and after your employment
ends. You should not take or use confidential information or
materials from a previous employer and bring them to the company.
DECKERS BRANDS | Code of Ethics 27 MENU
PROTECTING WHAT MAKES US SPECIAL
Q: I’m trying to develop a potential business partner ship with another company and need to disclose some information that may be confidential. I don’t want to lose this business opportu nity, what should I do?
A: You can have the com pany sign a nondisclosure agreement and submit it to the Legal Department. The nondisclosure agree ment can be found on Deckers Intranet in the Legal Department page.
Social Media
We expect you to use good judgment when using social
networking or media tools for personal reasons or in connection
with your role with Deckers. Always represent yourself in a
manner that reflects our ethical standards. Here are some general
guidelines to follow when you are using social networking or
media tools:
Here are some guidelines for how to handle
confidential and personal information:
• Only use for company purposes
• Never use for your own benefit or the benefit of others
• Only share with co-workers who truly need to know to do their jobs
• Don’t share outside the company unless there is an NDA or contract in place
• Return all such materials on or before your last day with us
• Nothing confidential should be downloaded, printed, or retained
in hard-copy form
DECKERS BRANDS | Code of Ethics 28 MENU
PROTECTING WHAT MAKES US SPECIAL
Q: I just finished the de tailing on a great new shoe for next season’s line. Can I share an image of that shoe with my friends and family on a social media site? My settings are set so only friends and family can see my posts.
A: You shouldn’t share information about unan nounced product. Re member that when you post something on social media it is always public. Someone in your friends and family could share your image to the public.
You are legally responsible for the content you post. This means
you may be held personally liable for defamation, libel, disclosure
of trade secrets, obscenity, etc.
Insider Trading
We are innovators. We constantly look for new ways to improve
all aspects of our business, allowing us to stay ahead of the
curve. Because of our innovative nature and the fast-moving
pace of our business, you may become aware of important
information about us or another public company before it is
made available to the public. This information is referred to as
“material information” because it could influence a decision to
buy or sell our stock or another company’s stock.
• You may not publish or post sensitive, private or confidential customer,
employee and/or company information.
• If you witness or become aware of an actual or potential breach of sensi
tive, private or confidential information, or other inappropriate posting,
immediately notify your local leader or the Legal Department.
• Remember that social networking posts are available for others to see,
even when they are marked as private.
• Refrain from gossiping about other employees, customers, or vendors.
• Do not post pictures or videos of our premises without proper approvals.
• Ensure your posts do not create a real or perceived conflict of interest.
DECKERS BRANDS | Code of Ethics 29 MENU
PROTECTING WHAT MAKES US SPECIAL
Trading on material information before it is public is called
insider trading and is both unethical and illegal. You personally
could face civil and criminal penalties.
In order to allow sufficient time for the market to react to information,
material information is considered public two full trading days
after a widely distributed press release is published. If you are
unsure whether information is material or has been released to
the public, contact the Legal Department.
Accurate Records and Reports
We are all responsible for keeping accurate business records; our
The information we submit as a part of our daily job duties—such
as time records, expense reports, payments, and other transactions—
has a critical impact on our business. We must be careful to provide
only complete, accurate, and timely information. Never make any
inaccurate or misleading entries in any company records.
What is material information? Some examples include:
• Sales or inventory figures
• Financial information
• Significant potential acquisitions
• Management changes
• Government investigations or other litigation
If you are aware of non-public material
information, you may not:
• Buy or sell stock of Deckers or a related company
• Share the information with o t h e r s
• Tell others to buy or sell stock of Deckers or a related company
reputation depends on it.
OUR REPUTATION DEPENDS ON IT
PROTECTING WHAT MAKES US SPECIAL
DECKERS BRANDS | Code of Ethics 30 MENU
As a public company, our stockholders depend on us for accurate
and timely reporting of company information, including financial
results, and financial condition. All employees must comply with
company policies, procedures, and controls. Accounting and
financial reporting of transactions and forecasts must follow our
accounting policies as well as generally accepted accounting
principles and laws.
Make sure that you cooperate fully with our internal and external
auditors. Never take any action to coerce, manipulate, mislead, or
fraudulently influence any public accountant engaged in an audit
or review of our financial statements.
Safeguarding Assets and Records
Records and communications are company assets that we should
handle with care and respect. Remember that an important
aspect of proper recordkeeping is maintaining records according
to applicable laws, regulations, and our internal control procedures.
To help us maintain proper records, we may develop a record
retention schedule to tell us the length of time to retain documents
and data and when we should destroy them.
Keep in mind that some records may need to be preserved in the
event of litigation or a government investigation. If you receive
notification that a document you possess may be needed in
anticipated or pending litigation or investigation, make sure to
follow any guidelines set forth in the notification.
Check with the Legal Department if you have any questions.
Computing and Information Resources
When our people are successful, we are successful. To help further
this success, we use company telephones, computers, software,
network access, Internet and e-mail to improve productivity and
to efficiently manage proprietary information in a secure and
reliable manner.
Make sure you learn and follow our information security rules
that apply to the technology you use. Our security procedures
are designed to protect our confidential information.
CARE AND RESPECT
PROTECTING WHAT MAKES US SPECIAL
DECKERS BRANDS | Code of Ethics 31 MENU
SUPPORT OUR BRAND PROTECTION EFFORTS
While we are allowed limited personal use of company-supplied
technologies, we must never abuse this privilege. Never use
company technology to perform illegal or unethical activities. Be
careful with electronic messages including email, text messages,
blogs, and social networking posts. These are permanent and can
be forwarded and altered.
Keep in mind that you must always protect our own and our
business partners’ confidential information, including social media.
Avoid posting information about our business practices, work
projects, clients, business partners, or other work-related information.
If you suspect that the security of personal or company computers
has been breached, please contact your local IT helpdesk.
Trademarks and Counterfeit Merchandise
We have spent years developing our brands and trademarks,
and they are some of our most valuable assets. Counterfeits
harm our business. We can all help support our brand protection
efforts by reporting any suspected counterfeit merchandise to
the Legal Department.
Media Inquiries
Please direct all media inquiries to our Corporate Communications
and Public Relations team within the Corporate Marketing
Department. Only speak to reporters on Deckers’ behalf if
authorized by Public Relations. Forward all media inquiries to
If you find counterfeit merchandise, please:
• note the name and location of the store; and
• notify the Legal Department immediately.
DECKERS BRANDS | Code of Ethics 32 MENU
DECKERS BRANDS | Code of Ethics 33 MENU
DOING GOOD BUSINESS
Environment
We believe in good business, the kind that helps our community
and our environment and inspires the younger generation.
We are committed to reducing the environmental i m p a c t
of our operations and our products. At a minimum, we must
all support this goal by complying with applicable environmental
policies and laws.
Social Responsibility
We seek to not only to do what is required by law, but we’re also
committed to supporting our communities, promoting human
rights and advancing corporate responsibility. We expect our
business partners to do the same.
Commitment to Human Rights
We support and respect the protection of human rights and strive
to conduct our business operations accordingly. This includes
standing against such tragedies as human trafficking and the
exploitation of children. We do not recruit child labor and we
strongly support the elimination of such practices.
Political Activity
We strive to make a difference in the world. It’s what sets us
apart. We are all encouraged to get involved with issues that are
important to us. Please make sure to respect the opinions of others
and do not promote any personal political views at work.
Political activity is carefully regulated by law and there are strict
guidelines against employees participating in political activity on
behalf of Deckers. For that reason, all political activity on behalf
of Deckers must be initiated or approved in advance by the Legal
Department. Make sure that your personal political involvement
is not associated with Deckers in any way.
Except as specifically permitted by law and expressly authorized
by company policy, no Deckers funds will be used to make
contributions or payments to political candidates or causes.
COMMITTED TO
COMMUNITIES
DECKERS BRANDS | Code of Ethics 34 MENU
DOING GOOD BUSINESS
Lobbying includes general contact with elected officials regarding
legislative or regulatory issues that impact Deckers. Because
we are required to follow strict reporting requirements around
lobbying, the Legal Department must approve any lobbying activities
on behalf of Deckers, including retaining an external lobbyist.
Product Safety
We make unconventional products that are innovative and
unique. Although it is important that our products are innovative,
it is critical that the products we provide to our consumers are
safe. By providing products to the market that are safe, we further
establish ourselves as a leader in our industry. Our products
should always be designed, produced, tested, packaged, and
labeled in a way that is consistent with our company’s values
and of course they must also comply with applicable regulations,
laws and contractual obligations.
If you become aware of any unsafe practices or products you
must report this to your local leader.
DECKERS BRANDS | Code of Ethics 35 MENU
DOING GOOD BUSINESS
Suppliers
Our Supplier Code of Conduct seeks to ensure that our suppliers
understand our expectations and that our values are maintained
throughout the entire supply chain. The Supplier Code of Conduct
requires our suppliers to meet certain labor and environmental
standards and to take responsibility for their business impacts,
correct problems and build systems to prevent problems
from reoccurring.
We source products from many different parts of the world. Each
country has its own laws and regulations governing business
dealings, purchases and transportation of products and goods.
There may also exist significant cultural and social differences
between the United States and our international sources that
could potentially impact the performance and standards of
operation of our global supply chain. Nonetheless, we are
committed to operational excellence and to compliance with
all applicable laws and regulations.
We require this standard in every aspect of our global supply chain:
global sourcing (finding the right products); quality control
(making sure the products meet certain product specifications
and safety requirements); logistics (delivering products to all
locations); accounting (paying for the products); customs
compliance (making sure the products are properly imported
into the country); operations (the safe handling and delivery of
the products to the customers); and exports (following proper
regulations in the assistance of the delivery of the products to
customers in other countries).
Intellectual Property Rights of Others
Our business depends on the value of our brands and our
intellectual property. Just as we expect others to recognize our
hard work, we respect the intellectual property rights of others.
We should never make unauthorized copies of copyrighted,
trademarked or patented materials, such as books, magazines,
newspapers, films, videos, music, websites, products, or
computer programs.
EXCELLENCE
DECKERS BRANDS | Code of Ethics 3v6 MENU
RESOURCES FOR MAKING GOOD CHOICES
DECKERS BRANDS | Code of Ethics 37 MENU
More resources for questions about our Code and other policies:
Question About . . . . . . . . . . . . . . . . . . . . . . . . . Please Contact
Boycotts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Department
Bribes or Improper Payments . . . . . . . . . . . . . . . L.A.C.E.S. team
Competition Laws . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Department
Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . L.A.C.E.S. team
Discrimination or Harassment . . . . . . . . . . . . . . . Your local leader, another leader
with whom you are comfortable, HR
General Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . [email protected];
Extension 1337
Gifts or Entertainment . . . . . . . . . . . . . . . . . . . . . Legal Department
Government Requests for Information. . . . . . . . Your local leader, HR, or
Legal Department
Insider Trading or Material Information . . . . . . . Legal Department
International Trade Regulations . . . . . . . . . . . . . . Legal Department
Media Inquiries . . . . . . . . . . . . . . . . . . . . . . . . . . . . [email protected]
Extension 2813
Political Activities . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Department
Retaliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Your local leader, another leader
with whom you are comfortable,
HR, L.A.C.E.S. team, Ethics Line
Trademark Violations . . . . . . . . . . . . . . . . . . . . . . . Legal Department
Use of Third-Party Materials . . . . . . . . . . . . . . . . . Legal Department
Supplier Conduct . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate Responsibility
RESOURCES FOR MAKING GOOD CHOICES
DECKERS BRANDS | Code of Ethics 38 MENU
Our Other Policies:
In addition to this Code, we have additional policies that provide more detail
and guidance for specific situations. Check out our other policies anytime on the
Intranet. We will update and may add additional policies from time to time, so
please refer to the Intranet for an up-to-date version.
Technical Notes from the Legal Department
This Code and the matters contained herein are not intended to create any contract
(expressed or implied), including and without limitation to, any employment contract,
a term of employment or a third-party contract. This Code and the matters contained
herein are subject to revision at the sole discretion of Deckers, and they are not a
guarantee of continuing Deckers’ policy. Deckers reserves the right to amend,
supplement or discontinue this Code and the matters contained herein, without
prior notice at any time.
Waiver of the Code for Executive Officers and Directors
If required by applicable laws, rules or regulations, including applicable stock
exchange listing standards, any waiver of this Code for directors or executive
officers may only be made by the Company’s Board of Directors and must be
promptly disclosed to the Company’s stockholders.
Ethics Line
United States and Canada. . . . . . . . . . . . . . . . . . . 855-503-8068
Austria . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0800-291870
China ....................................................................... 400-661-2102
France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0800-902500
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0800-1016582
Hong Kong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 800-932266 or 800-96-1111
Japan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 00531-121520
Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0800-0226174
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . 0800-032-8483
Macau. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0800-749
Vietnam. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .120-11067