Throughout its history, The Timberland Company has been guided by a values system that emphasizes integrity and trust at all levels of the organization. Our policies and practices help to ensure that our Company is managed with integrity and in our shareholders’ best interests. We are also committed to upholding 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 Governance Principles and Board Committee Charters which, along with the Company’s Code of Ethics, provide the framework for the governance of our Company.

Timberland’s Governance Principles address matters such as composition and size of the Board, director qualifications, independence of directors, director responsibilities, frequency of Board meetings and the Board’s access to members of management and outside experts.

The Board has the following four standing committees:

• The Audit Committee, which is comprised solely of independent, non-employee directors and assists the Board in its oversight of the Company’s financial reporting process, including the Company’s system of internal controls;
• The Governance and Nominating Committee, which reviews the organization, role and structure of the Board, advises the Board on corporate governance matters, considers and recommends candidates for election to the Board, oversees the evaluation of the Board and its committees and advises the Board on director compensation and benefits;
• The Management Development and Compensation Committee, which is comprised solely of outside (non-employee) directors and assists the Board in fulfilling its responsibilities to oversee the Company's compensation, stock based compensation and other benefit plans and development of its management personnel.
• The Corporate Social Responsibility (“CSR”) Committee is a standing committee of the Board of Directors which reviews the Corporation’s CSR work, including community engagement, environmental impact, community investments and global labor (Code of Conduct) initiatives.

The Company’s Code of Ethics sets forth the guiding principles of business ethics and certain legal requirements applicable to all Timberland employees and directors.