Exhibit 14
TO: All Associates of VF Corporation and Subsidiaries
A Code of Business Conduct has been developed to establish business policies and principles for all
the directors, officers, and employees (associates) of our companies. The Board of Directors and
management feel strongly about the ethical and lawful policies with which we operate our business;
therefore, this Code is being issued to all VF associates worldwide. These principles are not new
since we have followed them throughout the years and will continue to do so.
Our business is conducted on the basis of our beliefs. We believe in treating our associates, our
colleagues and all those we serve in the course of doing business with the highest levels of
honesty, integrity, consideration and respect. The Code is not an attempt to cover every possible
business situation, yet it is an attempt to set forth the basic and general principles to be
observed by all VF associates.
We urge each of you to read this Code and familiarize yourself with its contents. We also ask that
you give these principles your strong support as you carry out your daily responsibilities.
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Eric C. Wiseman |
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Chairman, President and Chief Executive Officer |
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VF Corporation Code of Business Conduct
Values Statement
VF is the global leader in creating powerful brands of apparel. The consumer is the focus of
everything we do.
We are the best at bringing people comfort and quality in our brands. We know our consumers, where
they are and where theyre headed. We are dedicated to our retail partners. We believe in
treating our associates, our colleagues and all those we serve in the course of doing business with
the highest levels of honesty, integrity, consideration and respect.
Our world-class people are the source of our success. As a company, we bring excellence in
operations and the latest technology to the art of apparel. We bring to market the right products
at the right time. Working together, we have a bright future because we create superior products
and market them with exceptional skill.
All these things mean success for our associates, our retailers, our shareholders, our
communities, and the millions of people who feel good in our brands.
These are the things that make us great. These are the things that make us VF.
Purpose and Compliance
A cornerstone of our business philosophy is to achieve a leadership position in every facet of our
business while maintaining the highest standards of excellence and integrity.
The conduct of business with associates, customers, consumers, suppliers, and all others shall be
on an honest, fair and equitable basis. It has been and will continue to be the Companys policy
to obey all applicable laws and to honor our obligations to society by being an economic,
intellectual, and social asset to each community and nation in which the Company operates.
The Board of Directors and Management of the Company have adopted the Code of Business Conduct as
set forth below. The Code is intended to establish minimum general standards of conduct
encompassing the most common and sensitive areas in which the business operates. Other specific
corporate policies and guidelines will expand on broad statements made in this policy and will
cover other subjects relative to the management of the business.
All managers will be responsible for the distribution of this Code to their associates. Every
associate is responsible for complying with these principles, guidelines, and policies. Any
violation may be grounds for dismissal.
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Code of Business Conduct
Business Ethics
The Company enjoys a reputation for integrity and is committed to continuing its high standard of
integrity worldwide.
Personal Integrity
The Company expects all its associates to be dedicated to providing the consumer with products of
superior quality and value. The Company believes associates should consider this a matter of
personal integrity. Among other things, personal integrity means performing our jobs to the
fullest, being accountable for our actions, and upholding the values, principles and standards upon
which our Companys reputation rests.
Conflict of Interest
In dealing with suppliers, contractors, customers and others doing or seeking to do business with
the Company, associates shall conduct their business in the best interests of the Company. All
associates have a duty to ignore any consideration resulting in personal advantage or gain when
they represent the Company in its business affairs.
No associate of the Company shall own any interest in (excluding publicly-traded securities) or
have any personal contract or agreement of any nature with suppliers, contractors, customers or
others doing business with the Company that might tend to influence a decision with respect to the
business of the Company. Any associate who owns securities in any company with whom such associate
does business on behalf of the Company shall disclose this interest to his or her supervisor.
Each year a notice concerning conflicts of interest shall be sent to all directors, officers and
certain other associates.
Situations involving a conflict of interest may not always be obvious or easy to resolve. You
should report actions that may involve a conflict of interest to your coalition chief financial
officer or chief accounting officer, to your human resources manager, or the Companys General
Counsel.
In order to avoid conflicts of interests, each of the CEO and senior financial officers must
disclose to the General Counsel any material transaction or relationship that reasonably could be
expected to give rise to such a conflict, and the General Counsel shall notify the Nominating and
Governance Committee of any such disclosure. Conflicts of interests involving the General Counsel
shall be disclosed to the Chief Executive Officer, and the Chief Executive Officer shall notify the
Nominating and Governance Committee.
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Questionable Payments, Gifts or Contributions
The Company prohibits its associates from, directly or indirectly, paying or receiving bribes,
pay-offs, kickbacks, excessive gifts or entertainment perks, or anything else that may be
considered illegal, unethical or compromising. Under no circumstances shall gifts be made to
governmental officials. Contributions shall not be made to political parties or candidates for
political office except to the extent specifically permitted by applicable law. Company associates
shall not accept gifts (excluding items of insignificant value) from suppliers, customers or others
with whom the Company does business. Generally, it is not appropriate for an associate to accept a
suppliers or customers invitation to attend an entertainment or sporting event at the suppliers
or customers expense. Accepting such an invitation may be appropriate if attending the event
demonstrably helps to build or maintain a business relationship for the Companys benefit. Before
accepting such an invitation, an associate must obtain approval from the associates supervisor,
and such an invitation should never be accepted or approved if it could be considered unethical or
compromising. Suppliers and associates are annually advised of this policy
Members of an associates family may not receive compensation, commissions, gifts or entertainment
perks from companies or organizations that deal with the Company if such receipt could reasonably
be construed to influence the associates decisions.
Fair Dealing
Each associate of the Company should endeavor to deal fairly with customers, suppliers,
competitors, the public and one another at all times and in accordance with ethical business
practices. No one should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts or any other unfair dealing
practice. The Company and the associate involved may be subject to disciplinary action as well as
potential civil or criminal liability for violation of this policy.
Corporate Opportunities
Associates are prohibited from taking for themselves business opportunities that arise through the
use of corporate property, information or position. No associate may use corporate property,
information or position for personal gain, and no associate may compete with the Company.
Competing with the Company may involve engaging in the same line of business as the Company, or any
situation where an associate takes away from the Company opportunities for sales or purchases of
products, services or interests.
Purchasing
Purchases must be made on a basis that is in the best interest of the Company without favoritism to
any supplier. Prices paid for materials, supplies and services shall be negotiated on a fair and
competitive basis, while seeking to obtain the maximum value
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for each expenditure. It is imperative that relationships with suppliers be conducted with
integrity and with the confidence that each party will fulfill its commitments.
Insider Trading
VF has a long-standing commitment to comply with all securities laws and regulations. U.S.
securities laws, which apply to the Company worldwide, prohibit, among other things, associates
from purchasing or selling shares of the Companys common stock on the basis of material non-public
information. Associates are also prohibited from providing family members, friends, or any other
persons with material non-public information. Material non-public information is any information
concerning a companys business, prospects, securities, or market which an investor might consider
important in deciding whether to buy or sell the securities, or which could affect their market
price. Examples of material information include: possible mergers, acquisitions or divestitures;
actual or estimated financial results or changes in dividends; purchases and sales of investments
in companies; obtaining or losing significant contracts; significant discoveries or product
developments; threatened major litigation or developments in such matters; and major changes in
business strategies.
Competitive Conduct
Anti-trust Laws
Anti-trust laws pertain to dealings with customers, suppliers and competitors, and those involved
in this area are expected to be familiar with these laws. Any activity which may be considered in
restraint of trade, unfair business practice, price fixing or unfair competitive behavior is in
violation of the law and strictly prohibited by the Company. All personnel shall comply fully and
in good faith with the anti-trust laws.
A copy of the Companys Anti-Trust Compliance Policy is issued to the sales force and management
involved in the sales area. This policy provides general understanding of the anti-trust laws and
will assist associates in competing vigorously within the law. If situations arise or there is the
slightest doubt about legality of a particular anti-trust sensitive situation, refer the matter to
the General Counsel.
Advertising Philosophy
Advertising is an important, essential and valued tool in the sale of consumer products. The
Companys advertising will be appealing, tasteful, truthful and without exaggeration or
overstatement.
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Associate Relations
Employment
The Company desires to provide stable employment in positions that will allow employees to develop
personally and professionally. It is the Companys aim that our employees will derive satisfaction
from achieving corporate objectives through superior performance in an organizational environment
characterized by competence, integrity, teamwork and fairness. An atmosphere of mutual respect and
trust will be maintained between labor and management.
Non-discrimination
The Companys associates are its greatest resource. It is the Companys policy to treat its
associates fairly in all respects and to select associates on the basis of qualification for the
work to be performed without regard to race, color, religion, national origin, sex, age, disability
or sexual orientation. The Company will provide compensation programs founded on high performance
standards, equitable treatment and competitive opportunities commensurate with corporate and
individual performance.
Harassment
All associates shall have the opportunity to perform their work in an atmosphere and environment
free from any form of unlawful discriminatory or retaliatory treatment or physical or mental abuse,
including, but not limited to, harassment based on race, color, religion, national origin, sex,
age, disability or sexual orientation.
Opportunities for Growth
The Company seeks to provide employees with ample opportunity for professional, economic and
personal growth. The Company will provide employees the opportunity to advance their careers
through education, training and work experience consistent with proven performance.
Health, Safety and Drugs
Associates are the Companys most valuable resource and, for that reason, their safety and health
are of paramount concern. The Company maintains a strong commitment to its associates to provide a
clean, safe, healthy, drug-free and alcohol-free workplace and to establish programs promoting high
standards of safety and health. Consistent with the spirit and intent of this commitment, the
Company expects associates to report for work in proper condition to perform their duties.
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Protecting Corporate Property & Records
Company Property and Proprietary Information
We must protect the Companys property from loss, damage, theft, vandalism, sabotage or
unauthorized use or disposal. This applies to property located in the office, at home or on
customer premises. The Companys property includes:
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Physical property including offices and office equipment, plant and equipment,
inventory, and vehicles. |
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Intellectual property including such things as patents, copyrights, trademarks,
work methods and practices, trade secrets, computer software technologies, computer
operating systems, written materials, e-mail and voice mail. |
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Proprietary Information including any non-public information that might be useful
to a competitor or that could be harmful to the Company or its customers or suppliers
if disclosed. |
During the course of employment, associates may use the Companys physical and intellectual
property for appropriate Company business purposes only. All Company Proprietary Information should
be maintained in strict confidence, except when disclosure is authorized by the Company or required
by law.
Upon leaving the Companys employment, associates must return all company property in their
possession.
Computer and Network Security
Computers and computer networks have become an essential feature of our workplace. Indeed, they
form the very backbone of our telecommunications network and operations infrastructure. For this
reason, every effort must be made to protect the Companys computer systems and associated software
from the various threats to their security, such as accidental or deliberate destruction of data
and equipment, interruption of service, unauthorized disclosure of sensitive information, theft,
and corruption.
Accounting & Financial Records
The Company is responsible for furnishing reliable financial information on a periodic and timely
basis to its shareholders, potential shareholders, creditors, governmental agencies and others.
The accounting and financial records of the Company shall be maintained on the basis of valid,
accurate and complete data with adequate supporting information to substantiate all entries to the
books of account. All associates involved in creating, processing and recording the accounting
information shall be held responsible for its integrity.
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The books and accounting records shall be maintained in compliance with generally accepted
accounting principles, and properly established controls shall be strictly followed. There shall
be no concealment of information from or by management, or from the Companys independent auditors
or internal auditors.
Public Release of Corporate Information and Quality of Public Disclosures
The Company is a publicly held corporation and its shares trade on a U.S. national securities
exchange. The public, therefore, is entitled to periodic communications concerning certain
financial and operating information of the Company. Credibility of such information must be
maintained.
The Company has a responsibility to communicate effectively with shareholders so that they are
provided with full and accurate information, in all material respects, about the Companys
financial condition and results of operations. The Companys reports and documents filed with or
submitted to the Securities and Exchange Commission and our other public communications shall
include full, fair, accurate, timely and understandable disclosure, and the Company has established
a Disclosure Committee to assist senior management of the Company in fulfilling their
responsibility for oversight of the accuracy and timeliness of such disclosures.
Interviews with security analysts, members of the press and other interested parties will be
conducted only by designated members of Corporate Management. Other interviews must be approved by
top Corporate Management. All requests for interviews shall be referred to the Companys Financial
and Corporate Communications Department which is responsible for making appropriate arrangements.
The distribution of corporate financial releases, booklets, brochures and publications for general
public mailings will be made through the Financial and Corporate Communications Department.
Associates shall not disclose to outsiders material corporate information they obtain during the
course of employment with the Company unless the disclosure has already been made available to the
public.
The Company forbids its associates from using inside corporate information for their personal gain
or from disclosing it to others who might use it for personal gain. Such action will result in
immediate dismissal.
Copies of the Companys disclosure policy can be obtained from the Financial and Corporate
Communications Department.
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Public Responsibility
Local Communities
The Company feels a responsibility toward the communities in which the Company operates on a
worldwide basis. The Company has a social obligation to pay its share of taxes, conserve energy,
protect the environment, display good citizenship and offer good employment opportunities.
Environmental Health & Safety
The Company shall maintain a safe and healthy work environment and manage its business in ways that
are sensitive to the environment. The Company will comply with all environmental, health and
safety laws and will internally establish and comply with its own strict standards established on
behalf of the well-being of our associates and the communities in which the Company operates.
Compliance with Laws, Rules, and Regulations
The Company operates its business in many countries and the laws, rules, and regulations vary
widely from country to country. It is mandatory that all associates conduct Company business in
full compliance with the laws, rules, and regulations of each respective country, or follow the
Company standards set forth if local laws are more permissive. No associate of the Company shall
commit an illegal or unethical act, or instruct others to do so, for any reason. If you believe
that any practice raises questions as to compliance with this Code or applicable law, rule, or
regulation or if you otherwise have questions regarding any law, rule, or regulation, please
contact the Law Department.
Political Activity
Associates are encouraged to support the political parties and candidates for public office of
their own choice. However, any partisan political activity must take place on an associates own
time, at their own expense and not on Company premises.
Good Citizenship
We are committed to being a responsible corporate citizen of the worldwide communities in which we
reside. We will strive to improve the well-being of our communities through the encouragement of
associate participation in civic affairs and through corporate philanthropy.
Compliance with This Code and Reporting of Any Illegal or Unethical Behavior
All associates are expected to comply with all of the provisions of this Code. The Code will be
strictly enforced throughout the Company and violations will be dealt with immediately, including
subjecting persons to corrective and/or disciplinary action such as
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dismissal or removal from office. Each officer and department head shall be responsible for
monitoring and enforcing the Code of Conduct within their areas of responsibility. Violations of
the Code that involve illegal behavior will be reported to the appropriate authorities.
Any concerns about violations of laws, rules, regulations or this Code by any senior executive
officer or director should be reported promptly to the General Counsel, and the General Counsel
shall notify the Nominating and Corporate Governance Committee of any violation. Any conflict of
interests involving the General Counsel should be reported promptly to the Chief Executive Officer,
and the Chief Executive Officer shall notify the Nominating and Corporate Governance Committee of
any violation.
Any associate who may discover any item or situation of a questionable nature, including omission,
falsification, inaccuracy or illegality, shall report such violation immediate to their department
head, division controller or CFO, or the Companys Controller or CFO, or the General Counsel. The
Company encourages all associates to report any suspected violations promptly and intends to
thoroughly investigate any good faith reports of violations. You are required to cooperate in
internal investigations of misconduct and unethical behavior.
The Company recognizes the need for this Code to be applied equally to everyone it covers. All
associates are responsible for complying with these principles, guidelines, and policies. The
General Counsel of the Company will have primary authority and responsibility for the enforcement
of this Code, subject to the supervision of the Nominating and Corporate Governance Committee, or,
in the case of accounting and financial reporting, internal accounting and reporting controls or
auditing matters, the Audit Committee of the Board of Directors, and the Company will devote the
necessary resources to enable the General Counsel to establish such procedures as may be reasonably
necessary to create a culture of accountability and facilitate compliance with the Code. Questions
concerning this Code should be directed to the Law Department.
The Company will protect the confidentiality of any person making a good faith report to the extent
possible and consistent with law and Company policy. The Company will not retaliate against any
employee who in good faith raises concerns or makes a report about a possible violation of the Code
of Conduct. The Company will not discharge, suspend or discriminate against an employee because
such employee in good faith reports or otherwise provides information regarding a possible
violation of this Code of Conduct or of any questionable business practice, accounting or auditing
matter.
Waivers and Amendments
Any waivers of the provisions in this Code for executive officers or directors may only be granted
by the Board of Directors and will be promptly disclosed to the Companys shareholders. Any
waivers of this Code for other employees may only be granted by the Law Department. Amendments to
this Code must be approved by the Board of Directors and amendments of the provisions in this Code
applicable to the CEO and the senior financial officers will also be promptly disclosed to the
Companys shareholders.
Revised December 2006
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Acknowledgement Form
I have reviewed the Code of Business Conduct for VF Corporation and Worldwide Subsidiaries. I
understand all provisions stated, and certify and affirm that my activities are and will not
conflict with any of the provisions contained therein.
Return to: The Human Resources Department