Brown Shoe has a long history of being guided by a value system that emphasizes integrity and trust at all levels of the organization. We have longstanding policies and practices to ensure that our Company is managed with integrity and in our shareholders' best interests. In addition, we are committed to upholding sound principles of corporate governance and to meeting the requirements of federal and state law and the rules of the New York Stock Exchange. In March 2004, the Board of Directors updated and affirmed the Company's Corporate Governance Guidelines which, along with the charters of the Board Committees and the Company's Code of Business Conduct (Chinese version, English version, French version and Spanish version) for directors, officers and employees and Code of Ethics for CEO and Senior Financial Officers, provide the framework for the governance of the Company.

The Company's Corporate Governance Guidelines address matters such as composition and size of the Board, director qualifications, independence of directors, director responsibilities, independence of directors, frequency of Board meetings (including meetings to be held without the presence of management) and the Board's access to members of management and outside experts. The Board has a process for shareholders and others to communicate directly with directors, either individually or as a group. In addition, the Audit Committee of the Board has established Procedures for Reporting Questionable Accounting and Auditing Matters (Chinese version, English version, French version and Spanish version).

The Board has the following four standing Committees:

• The Audit Committee, which is comprised solely of independent non-employee directors and, among other things, monitors the integrity of the Company's financial statements, financial reporting process and systems of internal controls;
• The Compensation Committee, which is comprised solely of independent non-employee directors and has oversight responsibility for the compensation and benefit programs for executive officers and other employees;
• The Executive Committee, which is authorized to meet and act instead of the full Board during the intervals between Board meetings; and
• The Governance and Nominating Committee, which is comprised solely of independent non-employee directors and considers and recommends candidates for election to the Board, advises the Board on director compensation, oversees the annual performance evaluations of the Board and Board Committees and advises the Board on corporate governance matters.

The Company's Code of Business Conduct sets forth the guiding principles of business ethics and certain legal requirements applicable to all Brown Shoe employees. The Code of Business Conduct has been translated into Chinese, French, and Spanish. Any waivers to the Code of Business Conduct for any of the Company's executive officers will be disclosed here.