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Revlon, Inc. Code of
Conduct and Business Ethics

September 2015

A MESSAGE FROM OUR CEO – STATEMENT OF INTEGRITY

Dear Colleague:

Revlon was founded by Charles Revson, who revolutionized the cosmetics industry by introducing nail enamels matched to lipsticks in fashion colors over 80 years ago. We have continued our founder’s commitment to innovation in our industry, while staying true to our vision of glamour, excitement and innovation through high-quality products at affordable prices. In addition to focusing on the products we produce, we have a long-standing commitment to conducting our business and achieving our objectives by maintaining the highest level of ethical standards and legal behavior in everything we do. Our corporate culture is based on our Behaviors of Accountability, Collaboration, Communication and Execution, and our Values of Integrity, Respect and Trust. We are proud of Revlon’s good name, which is the cumulative product of the conduct of each of us. Its preservation is fundamental to the continued well-being of our Company.

As a global company, Revlon is subject to a wide variety of laws, policies and regulations. As an employee, officer or director of Revlon, Inc. and its worldwide subsidiaries (the “Company”), each of us has a personal responsibility to conduct ourselves in strict compliance with the letter and spirit of these laws, policies and regulations, including as reflected in this Code of Conduct and Business Ethics (the “ Code”), which has been developed to provide a summary of our Company's standards and of significant laws affecting the conduct of our business.

The Code of Conduct and Business Ethics is based on the following basic principles that apply to everyone at Revlon and are essential to the success of our business:

  • Everything each of us does in our business must reflect the highest legal and ethical standards as well as our commitment to integrity;
  • It is essential for our success that we protect and preserve Revlon’s assets and proprietary information to enable us to grow our business and its value for our stakeholders;
  • We must always collect and report accurate information about our results so that we base our business strategies and decisions on accurate data and properly fulfill our public reporting obligations; and
  • Finally, Revlon is committed to fostering a culture where lawful and ethical conduct is valued and consistently demonstrated by all of our employees.
  • Each Company director, officer and employee is required to read this Code carefully. Compliance with the Code is a condition of continued employment with, service to or retention by the Company to the fullest extent allowed under applicable law . Revlon prohibits retaliation against anyone for raising or helping to address a Code concern in good faith.

    I know that Revlon can count on you in this important effort.

    Thank you.


    Lorenzo Delpani
    President and Chief Executive Officer

    OVERVIEW

    This is the Company’s Code of Conduct and Business Ethics. It applies to the Company and all of its directors, officers, employees, agents and contract labor (for convenience, each are referred to in the Code as an “employee”) when performing work or services for the Company.

    This Code describes the fundamental principles that guide our conduct at the Company. Every Company employee has a responsibility to be familiar with and comply with the Company's policies and procedures (the “Policies”) and the applicable laws, rules and regulations (the “ Laws”) which govern the conduct of the Company’s business, as outlined in this Code. In many cases, this booklet contains only a summary of applicable Laws and Policies regarding a certain topic. In those instances, a link to the full Policy is provided and is thereby incorporated into the Code. Any violation of the Code will lead to disciplinary action up to and including termination of employment, as the facts and circumstances warrant.

    If you have any questions about the Code, its requirements or implementation, or if you have any concerns regarding the conduct of the Company, please contact the appropriate individual identified in the Code, or your supervisor, an attorney in the Law Department or a member of the Human Resources or Finance Departments, or Revlon’s Chief Compliance Officer. Contact information for those identified in the Code is provided here:

    LAW DEPARTMENT :

    Executive Vice President, General Counsel and Chief Compliance Officer :
    Mitra Hormozi, Esq.
    Revlon, One New York Plaza, New York, NY 10004
    E-mail: mitra.hormozi@revlon.com
    Telephone: (212) 527-5188, fax: (212) 527-5473

    Senior Vice President, Deputy General Counsel and Secretary :

    Michael T. Sheehan, Esq.
    Revlon, One New York Plaza, New York, NY 10004
    E-mail: michael.sheehan@revlon.com
    Telephone: (212) 527-5539, fax: (212) 527-4821

    Vice President, Law, Global Operations :
    Maria Harris, Esq.
    One New York Plaza, New York, NY 10004
    E-mail: maria.harris@revlon.com
    Telephone: (212) 527-6537, fax: (212) 527-5486

    Vice President, Law, Product & Claims :
    Alexandra Gerber, Esq.
    Revlon, One New York Plaza, New York, NY 10004
    E-mail: alexandra.gerber@revlon.com
    Telephone: (212) 527-4977, fax: (212) 527-4810

    Vice President, Law, Trademarks & Copyrights :
    Steven Rosenthal, Esq.
    One New York Plaza, New York, NY 10004
    E-mail: steven.rosenthal@revlon.com
    Telephone: (212) 527-5888, fax: (212) 527-4819

    Vice President, Law, Senior Patent Counsel :
    Joy Goudie, Esq.
    2121 Route 27, Edison, NJ 08818 or
    One New York Plaza, New York, NY 10004
    E-mail: joy.goudie@revlon.com
    Telephone: (732) 287-7670 or (212) 527-5647, fax: (732) 287-7270 or (212) 527-4812

    HUMAN RESOURCES & SECURITY:

    Vice President, Employment Law
    Kristine Huggins, Esq.
    One New York Plaza, New York, NY 10004
    E-mail: kristine.huggins@revlon.com
    Telephone: (212) 527-5394, fax: (212) 527-4870

    Vice President, Global Human Resources :
    Rafe Harwood
    One New York Plaza, New York, NY 10004
    E-mail: rafe.harwood@revlon.com
    Telephone: (212) 527-4241, fax: (212) 527-4995

    Vice President, Head of Corporate Communications
    Mario Ruiz
    One New York Plaza, New York, NY 10004
    E-mail: Mario.ruiz@revlon.com
    Telephone: (212) 572-5246

    Global Director of Security :
    Thomas Carroll
    Revlon, One New York Plaza, New York, NY 10004
    E-mail: thomas.carroll@revlon.com
    Telephone: (212) 527-6903, fax: (212) 527-4430

    FINANCE DEPARTMENT:

    Executive Vice President and Chief Financial Officer :
    Roberto Simon
    One New York Plaza, New York, NY 10004
    E-mail: roberto.simon@revlon.com
    Telephone: (212) 527-6645, fax: (212) 527-4824

    Vice President, Chief Accounting Officer, Corporate Controller, Treasurer and Investor Relations :
    Siobhan Anderson
    One New York Plaza, New York, NY 10004
    E-mail: siobhan.anderson@revlon.com
    Telephone: (212) 527-4656

    Senior Vice President, Internal Audit :
    Glenn Otto
    2147 Route 27, Edison, New Jersey 08817
    E-mail: glenn.otto@revlon.com
    Telephone: (732) 287-7782, fax: (732) 287-7504

    Senior Vice President, Taxes :
    Mark M. Sexton, Esq.
    One New York Plaza, New York, NY 10004
    E-mail: mark.sexton@revlon.com
    Telephone: (212) 527-5277, fax: (212) 527-5299

    A copy of this handbook, as well as all company Policies, may be found on the Company intranet by clicking http://portal/Policies%20%20Legal/2015%20Code%20of%20Business%20Conduct%20Policy.pdf

    POLICIES AND PRACTICES

    A. Accountability

    We will conduct all of our business in compliance with all applicable Laws and regulations at all times. If you have questions or concerns about the lawfulness of any actions taken on behalf of the Company you must raise those concerns immediately with the Law Department.

    This Code summarizes certain of the Laws and related Policies which are particularly important to our business and the preservation of our good name and reputation. Many of these matters are covered in more detail in separate corporate and departmental policies and procedures, copies of which are available for your review on our intranet site, in each facility’s Human Resources Department and/or in the Law Department. To access a complete copy of any of the Policies referred to in the Code, consult the Revlon intranet website by clicking on “Employees Services,” then “Policies,” to find the Policy you are interested in. Each of us is responsible for adherence to the standards of conduct set forth in this Code and for raising questions if we do not understand the standards, or are concerned that these standards are not being met.

    Any violation of the Code will lead to disciplinary action up to and including termination of employment, as the facts and circumstances warrant. Failure to cooperate or providing false information during a Code investigation is itself grounds for disciplinary action, up to and including termination of employment.

    B. Accurate Record Keeping

    Honest, accurate and understandable recording and reporting of information is critical to our ability to make responsible business decisions. Our financial statements and the books and records on which they are based must fully, fairly and accurately reflect all corporate transactions and conform to all legal and accounting requirements and our internal accounting control policies and procedures for financial reporting, as in effect from time to time. It is therefore against Company Policies and a violation of the Code for any employee to knowingly provide false, misleading or inaccurate information, financial or otherwise, to any Company official.

    It is likewise a violation of Laws and our Policies for any employee to take any action to fraudulently or improperly influence, coerce, manipulate or mislead any independent public or certified accountant engaged in the performance of an audit of the Company’s financial statements for the purpose of rendering such financial statements materially misleading or any action that could be reasonably expected, if successful, to result in rendering such financial statements materially misleading.

    If you have reason to suspect that the Company’s books and records are not accurate or in accordance with the above stated requirements, you must immediately report the matter to the Chief Compliance Officer and the Vice President, Internal Audit.

    It is our policy to comply with all Laws relating to records preservation. You should note that under various legal and tax Laws, certain documents must be retained for varying periods. These retention periods are set forth in our Records Retention Policy and Records Retention Schedule. Copies of the Records Retention Policy and Record Retention Schedule are available on our intranet website.

    If you become aware that there is an impending government investigation, threatened litigation, or that the Company has been served with a subpoena or has reason to believe a subpoena may be served, you must contact the Law Department. If the Law Department has issued a Hold Order, you must retain all records that are covered by a Hold Order until the Hold Order has been lifted by the Law Department. If you have questions about records retention Laws generally, the Company’s Record Retention Policy, the Records Retention Schedule or Hold Orders, please contact the Chief Compliance Officer.

    C. Truthful Information and Fair Dealing

    It is also a violation of our policy to knowingly and willfully make false statements or conceal a material fact in any communication to the Company related to official Company action, including statements related to employment, services for the Company, employee benefits, statements made in connection with investigations and required employee reports.

    Similarly, each employee should endeavor to deal fairly with our customers, suppliers, competitors and employees. Company employees may not engage in any scheme to defraud the Company or a customer, supplier or other person with whom the Company does business out of money, property or services or to wrongfully withhold or misappropriate the property of others.

    It is a violation of our policy, and a criminal offense punishable by fines and imprisonment, for employees knowingly and willfully to make or cause to be made a false statement, orally or in writing, to a government official. It is similarly a violation of our policy and the Law to knowingly and willfully conceal or cause to be concealed a material fact called for in a governmental report, application or other filing. This Policy extends to all communications with any federal, state, local or foreign government agency. If you become aware that false information has been provided to anyone on behalf of the Company, you must immediately contact the Chief Compliance Officer.

    D. Improper Gifts, Bribes and Kickbacks

    Making, offering or receiving improper payments of any kind in connection with the conduct of the Company's business, whether directly or indirectly through a third party, is strictly prohibited. Improper payments include payments which violate Laws, such as those prohibiting payments of any kind to or from governmental or regulatory officials, payments which represent bribes, kickbacks or payoffs to or from government officials, customers, suppliers or others with which we do business, and payments made with an improper intent. This applies whether the payment is made in or outside the U.S. Improper payments need not be in the form of money, but may include gifts, services or amenities or other types of consideration. “Foreign officials” or “government officials” may include any employees or agents of a government, government-owned entity, political party officials and candidates for political office.

    Unless approved in advance by the Chief Compliance Officer, employees are prohibited from making payments to “facilitate” routine government actions. With respect to government and regulatory officials, it is not necessary that a gift or payment actually be given; the promise or offer alone may constitute a violation of Law. Further, U.S. law prohibits bribery of both foreign (i.e., non-U.S.) as well as U.S. domestic government officials. Employees must immediately report to the Chief Compliance Officer or Vice President Law, Global Operations any request made to a Company employee by a government or regulatory official or political party official or candidate or any representative of such a person for a payment, charitable donation or other benefit covered by this policy and any other actions taken to induce such a payment or benefit.

    In addition, Company Policy prohibits employees from giving or receiving excessive or uncustomary gifts or services to or from others with whom the Company does business, whether or not such gifts or services constitute improper payments as described above. A copy of the Company’s Policy on “Improper Payments in Connection with the Company's Business” is posted on the Company’s intranet. If you have questions about improper payment Laws generally, or the Company's Policy on Improper Payments in Connection with the Company's Business, please contact the Chief Compliance Officer or another attorney in the Law Department.

    E. Protection of the Company’s Assets and Proprietary Information

    All employees should protect the Company’s assets and ensure their efficient use. All employees must use Company assets only for legitimate business purposes. The misappropriation of Company assets, the provision of any products to any person or entity not in accordance with established Company Policy, and the retention of any benefit that belongs to the Company from a customer, supplier or other person with whom the Company does business, is prohibited. This prohibition includes unauthorized use of the Company’s communications equipment, computers, related facilities or other Company assets, including proprietary information and trade secrets. Such Company assets must not be used for any illegal purpose. Employees must report any theft, fraud, embezzlement, misuse or misappropriation of Company property or resources to the Chief Compliance Officer, the Vice President Internal Audit, the Vice President Global Human Resources and/or the Revlon Global Director of Security.

    The Company has developed and uses proprietary information in the operation of the Company and may, in some instances, have access to the proprietary information of other parties. Proprietary information consists of any valuable, confidential information which is used in the Company’s business. Employees may not improperly disclose or use any proprietary information learned as a result of their relationship with the Company. Company Policy prohibits the use of proprietary information by employees for their own purposes or the disclosure of proprietary information to unauthorized employees or third parties such as competitors, customers, clients or outside contractors. Company Policy also prohibits the improper use by employees of proprietary information obtained from former employers or other third parties.

    Various Laws govern the use of material and/or information which may be the subject of a trademark, patent or copyright or which may be treated as a trade secret. The Company owns (and/or uses under license) numerous trademarks, patents, copyrights and trade secrets (“ intellectual property”) that are vital to its success. To protect our rights, employee use of all intellectual property must be in accordance with all applicable Laws and our Policies, including the Employee Agreement as to Confidentiality and Non-Competition, that all applicable employees signed upon their hire; a copy can be found in the Human Resources department. In addition, we are committed to not infringing the legal rights of third parties with respect to intellectual property owned by them.

    A copy of our Global Trademark, Copyright, and Domain Name Policy is also posted on our intranet website for review. If you have questions about copyright or trademark Law generally, or our Global Trademark, Copyright, and Domain Name Policy, please contact the Vice President, Law, Trademarks & Copyrights. If you have questions about the patentability of a product or idea, patent law or trade secrets law generally, or our Unsolicited Submission Policy, which is available on our intranet website, please contact the Company's Vice President, Law, Senior Patent Counsel.

    F. Prohibited Securities Trading/Insider Trading

    In the course of your employment with or service to the Company, you may become aware of nonpublic information regarding important business affairs of the Company or other firms. The securities Laws prohibit trading securities on the basis of such information if it is material. Under the securities Laws, information is deemed to be material if an investor would consider it important in deciding whether to buy, sell or hold securities. Examples of some types of information that could be considered material are financial results, financial forecasts, dividends, possible mergers, acquisitions, joint ventures and other purchases and sales of or investments in all or part of a company, obtaining or losing important contracts, important product developments, major litigation developments and major changes in business strategy.

    Company policy goes further and prohibits the misuse of confidential information gained in the course of employment with or service to the Company, including (i) trading securities on the basis of any such confidential information and (ii) disclosing such information to another person who uses it for the purpose of trading securities. Information is considered to be confidential if it has not been adequately disclosed to the public. Examples of adequate disclosure include public filings with securities authorities (such as the U.S. Securities and Exchange Commission or the “SEC”), issuance of press releases and meetings with members of the press and the public. If you are aware of confidential information relating to the Company or relating to firms with which we do business or are negotiating or competing, you may not buy or sell securities of the Company or such other firm, or disclose this information to any person who uses it for the purpose of trading securities.

    If you have a question as to whether a trade is permissible, you must contact the Deputy General Counsel or Chief Compliance Officer and abstain from trading in the affected securities and improperly disclosing the information until you have been authoritatively informed by the Deputy General Counsel or Chief Compliance Officer that you are not prohibited from trading.

    To guard against even the appearance of improper trading, regardless of whether an employee has knowledge of nonpublic information concerning the Company, the Company has instituted the following Policies regarding trading in securities:

    (i) an employee must not trade Company securities during any “restricted period,” each of which continues from the day after the last day of each fiscal quarter (i.e., April 1, July 1, October 1 and January 1) until 2 business days after the public release of the Company's earnings for that quarter (e.g., the third quarter ends on September 30, so if the earnings release were in the morning on a business day in late October, the restricted period would last from October 1 through the end of the business day on the day after the Company issued its earnings release for that quarter, giving the market 2 full business days to disseminate the earnings results), keeping in mind that these restricted periods may change from time to time;

    (ii) an employee must pre-clear all transactions in Company securities exceeding $25,000 with the Deputy General Counsel or the Chief Compliance Officer; and

    (iii) all executive officers, directors and other officers and senior management employees designated in writing by the Chief Compliance Officer must pre-clear with the Deputy General Counsel or the Chief Compliance Officer all transactions in the Company's securities, regardless of the amount involved and regardless of timing.

    Additionally, there may be other periods when, because of special circumstances (for example, a transaction), trading in the Company's securities may be restricted; the Deputy General Counsel or Chief Compliance Officer will circulate notices of these periods. Please consult the Revlon intranet to find the complete Confidentiality of Information and Securities Trading Policy.

    G.Competition and Antitrust

    “Antitrust” is a term for laws that promote free and open competition. All employees must comply with antitrust Laws and the principles of the Company’s Antitrust Compliance Guide, as summarized below, in order to ensure that we compete aggressively, but fairly, within the limits of legally acceptable business practices, and to protect us from the consequences of any non-compliance. If you have questions about antitrust Laws generally, or the Company's Antitrust Compliance Guide and its principles, please contact the Vice President, Global Operations, Deputy General Counsel or another attorney in the Law Department. A copy of our Antitrust Compliance Guide is also posted on our intranet website for review.

    • Pricing : We must always make independent pricing decisions for each of our products based on factors such as value to the customer, costs and competitive pressure in the marketplace. The exchange of sensitive information with competitors, such as product prices, fees charged, promotional allowances, promotional plans, MDF allowances, profit margins or credit and billing practices, is prohibited. In addition, in the U.S., all promotional allowances and services, free goods, display fixtures, volume discounts, advertising, merchandising assistance and demonstrators must be offered, on functionally equivalent, proportionately equal terms, to all customers who compete in selling the Company's like products. If you have questions about fair pricing, you must contact the Vice President, Global Operations, the Deputy General Counsel or, if unavailable, the Chief Compliance Officer.

    Resale Price Maintenance : Under U.S. law, an agreement between a manufacturer and its customers to set the minimum resale price of a supplier’s product to consumers may be illegal if it is otherwise not supported by a justifiable business rationale. We may, however, pre-mark a product with a suggested retail price or advertise a suggested retail price to the public. It is illegal and against our policy to use any threats or coercion or otherwise interfere with a customer's right to establish its own resale prices.

    • Tying : Tying may occur when a buyer is required, as a condition of purchasing one product, to also purchase a second, distinct product.Tying arrangements should never be implemented without first consulting the Vice President, Global Operations, the Deputy General Counsel or, if unavailable, the Chief Compliance Officer.
    • Competitors : Any agreement, whether formal or informal, or any joint activity involving the Company and any other party, the intent or effect of which is to reduce competition, may violate the antitrust laws and regulations. Any communication with a competitor’s representative is particularly susceptible to antitrust scrutiny. Trade association meetings and other industry gatherings often provide a potential pitfall under the antitrust laws because they bring together competitors – people with common interests and problems – who may discuss matters of mutual concern.

    Employees must avoid any discussion, action or transaction which may involve prohibited conduct, and must immediately report any knowledge of such conduct or raise any questions about what is permissible conduct to the Vice President, Global Operations, the Deputy General Counsel or, if unavailable, the Chief Compliance Officer, before any action is taken.

    Employees engaged in any of the Company’s foreign operations should at a minimum observe the same antitrust guidelines as stated above. The European Community and virtually every European country, including many in Eastern Europe, as well as many non-European countries, have antitrust laws that prohibit many of the same types of conduct that are prohibited under U.S. antitrust laws and, in some cases, additional types of conduct (e.g., certain refusals to deal in the European Community). Indeed, the antitrust laws of the European Community and many other countries generally impose more stringent rules than exist under U.S. antitrust laws. Employees operating outside the U.S. must strictly avoid the same types of prohibited conduct described above and know and comply with the local antitrust laws applicable to those overseas activities, and should consult with the Vice President, Global Operations Counsel, the Deputy General Counsel or the Chief Compliance Officer whenever they have any concerns about proposed conduct that may have an anticompetitive purpose or effect.

    H. Environmental Compliance

    It is our policy that all employees comply strictly with the letter and spirit of applicable environmental Laws and the public policies they represent. It is also our policy to seek ways to ensure that our activities not only meet, but exceed, applicable environmental Laws. We are committed to evaluating all potential environmental impacts in corporate decision-making with a view to enhancing conservation of energy and natural resources, minimizing the release of any pollutant that may cause environmental damage, minimizing the creation of waste, disposing of waste through safe and responsible methods, and minimizing environmental risks by employing safe technologies and operating procedures and by being prepared for emergencies.

    All employees are required to fully cooperate in the implementation of our environmental compliance program, as follows:

    · It is each employee’s responsibility to ensure that his or her activities strictly adhere to all applicable environmental Laws, to all related Company Policies, and to the requirements, limitations and conditions of all environmental permits;

    · By-passing any environmental control or monitoring device is strictly prohibited;

    · The Company prohibits, without exception, the entry of information known to be false on any governmental environmental form, on any monitoring report or in response to any request for environmental information from any governmental agency. Tampering with or dilution of samples, or otherwise providing false information about the results of sampling, testing or analysis, as well as intentional failure to follow permit conditions or applicable protocols for collecting, sampling, testing, analyzing or recording of environmental data, are also strictly prohibited; and

    · Employees must immediately report any spill or other unpermitted release of a hazardous substance to their supervisor and in accordance with the specific spill reporting policy in effect at their facility.

    If an employee becomes aware of any violation or possible violation of any environmental Law, any provision of false information or data, any by-passing of any environmental control or monitoring device, or any other violation or possible violation of the Company's environmental or worker safety and health policies and procedures, such information must immediately be reported to his or her General Manager and to the Chief Compliance Officer.

    I.International Business Considerations

    You are expected to know and comply with the Laws of the country in which you operate. The fact that in some countries certain Laws prohibiting particular conduct are not enforced in practice, or that certain violations are not subject to public criticism or penalty, will not excuse any instances of non-compliance. If you have a question as to whether certain activities are prohibited, contact the Vice President, Global Operations Counsel, the Deputy General Counsel or the Chief Compliance Officer and abstain from the activity in question until he or she informs you that the activity may be conducted.

    All employees also must comply strictly with U.S. Laws applicable to the conduct of business outside the U.S., certain of which are summarized below.

    • Payments : The Company’s Policies and applicable Laws prohibit employees and their agents from making any payment or offer of payment to any foreign official to induce that official to affect any governmental act or decision or to assist the Company in obtaining or retaining any benefit or business advantage (see “Improper Gifts, Bribes and Kickbacks” above).
    • Antiboycott Laws. In general, antiboycott Laws are designed to prevent businesses from cooperating with unsanctioned boycotts of countries friendly to the U.S., whether by way of (i) refusal to do business with another person, (ii) discriminatory employment practices, (iii) furnishing information on the race, religion, sex or national origin of any U.S. person, (iv) furnishing information concerning any person’s affiliations or business relationships with a boycotted country or any person believed to be restricted from doing business in the boycotting country, or (v) utilization of letters of credit containing boycott provisions. We are required to abstain from all prohibited conduct or any agreement to engage in such conduct and employees must make prompt reports of any request for prohibited boycott cooperation or information to the Vice President, Global Operations Counsel, the Deputy General Counsel or the Chief Compliance Officer.
    • U.S. Trade Sanctions. We conduct our business in accordance with the trade restrictions imposed under the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Cuban Democracy Act of 1992 and related Executive Orders and Treasury Department Laws. Currently, comprehensive trade restrictions are in effect with respect to Cuba, Iran, North Korea, Sudan and Syria, and other restrictions apply with respect to certain other countries. In addition, business dealings with “Specially Designated Nationals,” consisting of individuals and companies specified by the U.S. Treasury Department, are prohibited. The prohibitions and restrictions imposed under these Laws vary and the countries covered are subject to change. Such prohibitions and restrictions may affect exports, imports, travel, currency transactions, and assets and accounts. The civil and criminal sanctions that may be imposed for violations are severe. Accordingly, employees with responsibility for international activities should consult frequently with the Vice President, Global Operations Counsel, or if unavailable, the Chief Compliance Officer regarding these matters.
    • Export Controls. Under the U.S. Export Administration Regulations, the export of goods and services from the U.S. may require a specific export license from the Commerce Department. The same may apply to transshipments of U.S. origin goods from the country of original destination to a third country, and to exports of foreign made goods with U.S. content.
    J. Product Compliance and Quality Assurance

    We conduct our business in compliance with all applicable Laws governing the manufacture, labeling and distribution of our products. In particular, in the U.S., all requirements of the federal Food and Drug Administration (the “FDA”) must be observed, as well as those of various other federal, state, local and foreign regulatory authorities, including those in the European Union (“EU”), Canada and other countries in which we operate. Such Laws include those relating to quality and safety standards for our products. Quality has been and continues to be the hallmark of our products. Employees are required to adhere to established Company quality standards and quality control and quality assurance procedures. Employees who are aware of any deviations from the Company's established quality standards and procedures, whether intentional or accidental, must immediately bring these matters to the attention of their supervisor or the Vice President, Law, Product & Claims or the Chief Compliance Officer.

    You must report to your supervisor, the Vice President, Law, Products & Claims or the Chief Compliance Officer any circumstances in which any of the Company's products are or become adulterated or misbranded or otherwise violate FDA, EU or other Laws. Violations of these Laws, even if totally unintentional, carry severe penalties and could result in criminal prosecution of the Company and any involved employees.

    K. Advertising

    Advertising is regulated by Laws enacted in various countries in which the Company conducts business. Generally, these Laws prohibit false, misleading or deceptive advertising and related activities in the promotion and sale of Company products. All advertising claims about our products (including those claims made in print, radio, TV or which appear on product packaging and those made on the Internet) must be truthful and have a reasonable basis in fact. In particular, in the U.S., the Federal Trade Commission (the “FTC”) requires that all advertising claims be substantiated in advance of their publication or dissemination, and as a practical matter, all television networks in the U.S. and abroad require substantiation of advertising prior to being aired. Fair and accurate advertising is essential not only to comply with applicable Laws, but also to preserve the Company’s goodwill and reputation. Employees must not create, approve or disseminate any advertising materials for our products which are false, misleading or deceptive or not in compliance with Laws. All advertising and product claims, whether made to the trade or to the public and whether made through the media, over the Internet or on product packaging, displays or otherwise, must be reviewed by the Vice President, Law, Products & Claims, or if unavailable, by the Chief Compliance Officer, in accordance with Company Policies prior to being disseminated.

    L. Responding to Inquiries from the Press and Others

    In order to ensure that our communication with external parties is accurate and consistent with applicable Laws, we limit the individuals who may communicate with the press, news media, investors, analysts, governmental bodies and others. If someone outside the Company, such as the news media, a securities analyst, an investor or a governmental regulatory body, asks you questions about the Company, either directly or through another person, you should adhere to the following procedures:

    • Requests for financial or business information about the Company from any member of the investment community, including securities analysts, fund and portfolio managers, directors of research and brokers, or any member of the business or financial press or any other news media must be immediately referred to the Chief Financial Officer; the Vice President, Chief Accounting Officer, Corporate Controller, Treasurer and Investor Relations; or the Deputy General Counsel;

    · Requests from the press and other media outlets about our products, marketing, philanthropic efforts and the like must be immediately referred to the Vice President, Law, Products & Claims, the Deputy General Counsel and Vice President, Head of Corporate Communications; and

    · Requests for information generally or other contacts from any government or regulatory body (U.S. or non-U.S.) must be immediately referred to the Chief Compliance Officer, the Deputy General Counsel or another attorney in the Law Department. If the agent or representative asks you to provide information, or copies of any data or documents relating to any transactions or other activities of the Company, you must inform the agency representative that you are not authorized to provide such materials, but that an authorized Company representative will respond to their request, and refer the agent to an attorney in the Law Department. You are not permitted to respond to a request for Company information or documents without specific consultation with, and direction by, the Chief Compliance Officer. Similarly, if you receive any form of subpoena, a Civil Investigative Demand, or other form of legal process, you must promptly inform the Law Department and forward the subpoena to the Chief Compliance Officer. You must not take any other action until further advised by an attorney in the Law Department.

    It is important that employees follow these directives and immediately contact the designated individual or department rather than respond to any such inquiries or contacts themselves. Similarly, requests for proposed interviews with any of our employees by the financial community or news media, and the issuance of any press releases related to financial matters, must be reviewed and approved in advance by each of the following: (1) the Company’s Chief Compliance Officer; (2) the Company’s Executive Vice President and Chief Financial Officer; and, if appropriate, (3) the Company’s Vice President, Chief Accounting Officer, Corporate Controller, Treasurer and Investor Relations. Company-initiated interviews also must be approved by such officers before they may be scheduled with the media.

    M. Privacy of Communications

    It is our policy to comply fully with all Laws governing wiretapping and other forms of electronic surveillance. Unless otherwise expressly approved by the Chief Compliance Officer, it is a violation of our policy for any employee to use any electronic, mechanical or other device to intercept or record the contents of any telephonic, facsimile, modem-transmitted, electronic mail or other electronic communication, unless all of the parties to the communication consent to the interception. This includes, but is not limited to, the use of telephone extensions to overhear other individuals’ conversations. Unless otherwise expressly approved by the Chief Compliance Officer, it is also a violation of our policy for any employee to use or disclose communications that have been intercepted or recorded in violation of this policy, regardless of whether the employee was responsible for the interception or recording of the communication.

    Our policy also prohibits, without the express permission of the Global Director of Security, the use of any device on Company property or in connection with Company business to make any sound, photographic or other video recording of another person, unless all persons being recorded are aware of the recording and consent to it.

    N. Labor and Employment Law

    All employees must comply with all applicable U.S. and foreign Laws concerning labor and employment. We are bound by these Laws and have established policies and programs, including equal employment opportunity policies, affirmative action plans, safety and health programs and wage and hour procedures, to ensure compliance with all applicable legal requirements, certain of which are described below. All employees must comply with anti-discrimination and equal opportunity laws and the principles of the Company's Reaffirmation of Revlon’s Affirmative Action and Equal Employment Opportunity Policy; Revlon’s Reasonable Accommodation Policy; Revlon’s Policy Prohibiting Harassment, Including Sexual Harassment, in Connection with Employment (the “ Reaffirmations”), as summarized in this Code. If you have questions about anti-discrimination and equal opportunity laws generally, or the Company’s Reaffirmations and the principles summarized in this Code, please contact your local Human Resources Department, the Vice President, Employment Law, or the Chief Compliance Officer. We have posted on our intranet website a copy of our Reaffirmations, as updated and in effect from time to time.

    • Equal Employment Opportunity. We are dedicated to the goal of providing equal employment opportunity for all employees without discrimination or harassment based on any impermissible classification including, but not limited to, race, color, creed, religion, sex, national origin, citizenship, age, disability, marital status, veteran status, sexual orientation or any other legally protected classification. Consistent with this Policy, we will not tolerate discrimination against our employees by any employee or any individual or firm with which we do business based upon any impermissible classification. If you believe you have been subjected to unlawful employment discrimination, you should immediately contact your local Human Resources Department, the Vice President, Employment Law or the Chief Compliance Officer.
    • Sexual Harassment. As part of our equal employment opportunity policy, we are committed to protecting the right of our employees to work in an environment that is free from sexual harassment. Sexual harassment may include unwelcome sexual advances, requests for sexual favors, and verbal, physical or visual conduct or conditions of a sexual nature that have the effect of unreasonably interfering with an employee's work performance or which create an intimidating, hostile or offensive work environment. If you believe you have been the victim of sexual harassment, you should immediately contact your direct supervisor, department head, local Human Resources Department, the Vice President, Global Human Resources, the Vice President, Employment Law or the Chief Compliance Officer.
    • Safety and Health. We are committed to eliminating hazards from the workplace, providing our employees with a safe and healthy work environment and complying with all applicable occupational safety and health Laws. Employees are required to report any adverse health or safety incidents or conditions, including broken equipment or machinery and accidents, to the person responsible for safety at each facility or the Chief Compliance Officer.
    • Whistleblower Protections. We are committed to promoting and ensuring compliance with all applicable Laws designed to protect those reporting wrongdoing, including those who report fraudulent activity that can damage the Company or its investors pursuant to the Sarbanes-Oxley and Dodd-Frank Acts. To that end, it is a violation of our policy for any employee to discharge, demote, suspend, threaten, harass or in any other manner discriminate against an employee in the terms and conditions of employment because of any lawful act done by an employee in good faith to instigate or cooperate in an internal investigation of misconduct by the Company, or in an investigation of misconduct conducted by any federal law enforcement or administrative agency. We prohibit retaliation against employees who in good faith complain about, or furnish information regarding, conduct that may violate Laws, rules or regulations concerning workplace safety and health, employment discrimination, sexual harassment or related conduct or securities violations, or who participate in any manner in an investigation of such conduct.
    O.Political Activities

    All employees must comply with applicable campaign finance and ethics Laws. The Company prohibits the use of Company funds, assets, services or facilities on behalf of a political party or candidate, except under certain limited circumstances. Our Policies are not intended to discourage or prohibit employees from voluntarily making personal political contributions, participating in the political process on their own time and at their own expense, expressing their personal views on legislative or political matters, or engaging in any other lawful political activities. However, the Company prohibits employees from compensating or reimbursing any employees or individuals associated with the Company, in any form, for a political contribution that these persons intend to make or have made. Any solicitations of employees and individuals associated with the Company for contributions to a political party, candidate or political action committee must be approved in advance by the Chief Compliance Officer and must communicate that all contributions are voluntary, that no one will be adversely affected as a result of his or her decision not to contribute, and that political contributions are not tax deductible.

    CONFLICTS OF INTEREST

    A. General

    We are committed to promoting the avoidance of actual or apparent conflicts of interest between personal and professional relationships and the ethical handling of any complaints regarding such matters. Separate and apart from complying with applicable Laws governing our operations and related Policies, certain of which are described above, each Company employee has a primary business and ethical responsibility to the Company to avoid any interest, activity or relationship that may interfere or conflict with, or have the appearance of interfering or conflicting with, the performance of the employee’s duties to the Company in a loyal and effective manner to the best of its ability and in the Company’s best interest. Accordingly, it is Company policy that no employee shall enter into or permit there to continue any interest, relationship or activity that creates an actual, apparent or potential conflict of interest with the Company, unless such situation is reported to and approved in advance by the Chief Compliance Officer.

    In general, “conflicts of interest” include any interest, relationship or activity that is incompatible, or has the appearance of being incompatible, with the Company’s best interests or which potentially affects, reasonably could be expected to affect, or has the appearance of affecting, an interested person’s objectivity in performing services for the Company in a loyal and effective manner to the best of its ability and in the Company’s best interest. A conflict of interest also occurs when an individual’s private interests interfere in any way, or even appear to interfere, with the Company’s interests as a whole. A conflict of interest situation can arise when an employee has interests that may make it difficult to perform objectively and effectively its duties for the Company. Conflicts of interest also arise when an employee or a member of its immediate family receives improper personal benefits as a result of the employee’s position in the Company.

    It is recognized that in certain cases, enterprises in which officers, directors or employees have an interest may be actual or potential customers or suppliers of goods or services to the Company. In such cases, those relationships or interests will not pose a conflict of interest if the terms of the transaction are at least as favorable to the Company as terms that would be available at the time for a comparable transaction in arm's length dealings with an unrelated third party. The determination of whether the terms of such interest, relationship or activity meet the foregoing standards shall be made by our Chief Compliance Officer or Deputy General Counsel.

    The Company has established detailed conflict of interest Policies, including reporting requirements, in the Company's Conflicts of Interest Policy, which employees must follow at all times. A copy of our Conflicts of Interest Policy is posted on our intranet website. In addition, if you have questions about conflicts of interest generally, or the Company's Conflicts of Interest Policy, please contact the Chief Compliance Officer or the Deputy General Counsel. Certain topics under of this Policy are summarized below.

    B. Investments

    The Company discourages employees and their immediate families from investing in firms that compete with us or with which we or our business partners have business relations. Because of the risk of creating divided loyalty, or its appearance to other employees and to other firms with which we deal, employees and any member of their immediate family may not have a substantial investment in a present or potential competitor, customer or supplier of the Company or any other firm with which we or our suppliers, customers or competitors deals or reasonably might deal. This would exclude an investment otherwise determined by the Company’s Chief Compliance Officer or Deputy General Counsel not to constitute a conflict of interest in accordance with the guidelines set forth in this Conflicts of Interest section of the Code. Normally, a substantial investment would not include an equity interest which is 5% or less of the capital stock or other equity of a publicly-traded company.

    C. Outside Activities of Employees

    An employee may not serve as a consultant to, or as a director, officer, employee, partner, agent or representative of, an organization that is or potentially is a competitor, customer, supplier or other business account of the Company or a supplier or customer of any such firm, except to the extent determined by the Company’s Chief Compliance Officer or Deputy General Counsel not to constitute a conflict of interest. Even if an employee receives no pay from such an organization and/or has no direct or indirect contact with such organization in the performance of its work for the Company, such a relationship can create the appearance of divided loyalty and the risk that the employee may inadvertently disclose proprietary information to such organization or allow such organization to benefit through the employee’s identification with the Company. A conflict of interest may also exist if the employee’s outside activities are so demanding on the employee’s time or attention that they interfere with the employee’s job performance or performance of services.

    D. Employees’ Family Members

    Since individuals tend to identify their interests with those of their family members, immediate family members of employees generally should refrain from activities in which it would be improper for the employee to engage. For purposes of our Conflicts of Interest Policy, “ immediate family” means an employee’s spouse, parents, children, siblings, mother-in-law and father-in-law, daughter(s)-in-law and son(s)-in-law, sister(s)-in-law and brother(s)-in-law and anyone else who shares the interested person’s household (other than domestic help).

    E. Duty to Report Conflicts of Interest

    Employees are obligated to review their own and their immediate family members’ personal and investment situations and discuss with the Chief Compliance Officer or Deputy General Counsel any actual, apparent or potential conflicts of interest that arise (including any possible conflicts of interest that could reasonably be expected to arise) by virtue of their own activities or the activities of their immediate family members.

    The determination by the Chief Compliance Officer that any interest, relationship or activity does not constitute a conflict of interest because it is at least as favorable to the Company as terms that would be available at the time for a comparable transaction in arm’s length dealings with an unrelated third party shall not be considered a waiver of the Company's Conflicts of Interest Policy. See also “Waivers of the Code” below.

    ENFORCEMENT OF THE CODE

    A. Chief Compliance Officer

    The Chief Compliance Officer has the ultimate responsibility for overseeing compliance with all applicable Laws, the Code and all related Company Policies, and ensuring prompt and consistent action in response to violations of the Code. In connection with enforcing the Code, the Chief Compliance Officer has direct reporting obligations to, and express authority for communicating personally and promptly with, the Company’s Board of Directors, or an appropriate subgroup of the Board, including the Audit Committee of the Board of Directors, in furtherance of the Board’s oversight of the Company’s implementation and effectiveness of the Code and the Company’s comprehensive compliance and ethics program. The Chief Compliance Officer provides the Board or the Audit Committee, as the case may be, with the notices and assessments described in the U.S. Sentencing Guidelines as may be in effect from time to time.

    B. Applicable Law

    The Code shall be enforceable to the fullest extent permissible under applicable Laws. Where actions otherwise required by the Code (for example, reporting of violations) are inconsistent with applicable Laws, the employee shall be required to take actions to the fullest extent consistent with both the Code and applicable Laws.

    C. Reporting of Violations

    If you know of or suspect a possible violation of applicable Laws, or any provision in the Code, you must report that information immediately to the Chief Compliance Officer, or to your immediate supervisor, or as otherwise directed in the Code. The contact information of the Chief Compliance Officer, and other Company executives referred to in this Code, is set forth at the start of the Code. Reports of possible violations may be submitted anonymously; however, it is preferred that you give your identity when reporting possible violations, to allow the Chief Compliance Officer to contact you in the event further information is needed to pursue an investigation. You will be afforded the maximum possible confidentiality consistent with enforcing the Code.

    If you are involved in the possible violation covered by the complaint, the fact that you reported the possible violation, together with your degree of cooperation, and whether the possible violation is intentional or unintentional, will be given consideration by the Company in its investigation and any resulting disciplinary action.

    No person reporting a possible violation will be made to suffer public embarrassment or be subject to retaliation because of a good faith report made by such person. Any Company employee responsible for reprisals against any individual who in good faith reports known or suspected possible violations will be subject to disciplinary action, including termination where appropriate. However, the submission of a report which is known to be false or with reckless disregard as to its truth constitutes a violation of the Code and will result in disciplinary action, including termination where appropriate.

    D.Investigations of Suspected Violations

    All reported violations of applicable Laws, the Code or our related Policies will be promptly and thoroughly investigated and will be treated confidentially to the extent consistent with enforcing the Code.

    All such investigations will be coordinated by the Chief Compliance Officer. Employees are expected to cooperate in the investigation of any alleged violation of applicable Laws or of the Code or related Policies. Providing false information in connection with any Code investigation, or refusing to cooperate in any Code investigation, is a violation of the Code and will result in disciplinary action, including termination of employment where appropriate. Employees must not conduct their own investigations. Acting on your own may compromise the integrity of an investigation and adversely affect both you and the Company.

    E. Discipline for Violations

    If the investigation indicates that corrective action is required, the Company will decide what steps it should take to rectify the problem and avoid its recurrence. Disciplinary actions, including, without limitation, termination of employment, removal from position, discontinuation of services or other action as may be appropriate, may be taken:

    • against employees who authorize or participate directly, and in certain circumstances indirectly, in actions which are a violation of applicable Laws, the Code or the Company’s related Policies;
    • against employees who fail to report a violation of applicable Laws, the Code or the Company’s related Policies or withhold information concerning a violation of which they become aware or should have become aware;
    • against employees who make a report of a violation which is known by the reporting person to be false or of which the reporting person has reckless disregard as to its truth;
    • against employees who provide false information or otherwise fail to cooperate in an investigation of a Code matter;
    • against the violator’s supervisor(s), to the extent that the circumstances of the violation reflect inadequate supervision or lack of diligence by the supervisor(s); and
    • against Company personnel who attempt to retaliate, directly or indirectly, or encourage others to do so, against an employee who reports in good faith a violation of applicable Laws, the Code or the Company’s related Policies.

    • F. Waivers of the Code

      To the extent required by applicable Laws of the New York Stock Exchange, any waiver of the Code for an executive officer or director must be made by the Company’s Board of Directors or designated committee of the Board. Any such waiver of the Code will be disclosed if and to the extent required by applicable Laws, such as by way of filing a Form 8-K with the SEC, by posting a disclosure on our corporate website (www.revloninc.com) or by any other method permitted under applicable Laws as may be in effect from time to time. The Company expects that it would make any such disclosure on its corporate website, www.revloninc.com.

      G. Employee Acknowledgment

      Due to the importance of maintaining compliance with the Code and the ethical as well as legal principles it reflects, we require that all employees upon hire and from time to time read the Code carefully and sign and deliver to their local Human Resources office an electronic acknowledgment or the Compliance Acknowledgment Form, as appropriate. This will confirm that they have received and read the Code, understand it, will comply with the standards and procedures contained in the Code, and are not aware of any actions or relationships that are a violation of the Code, and, when required, have completed any Code training programs. Abiding by the standards and procedures outlined in the Code, all applicable Laws and our related Policies is, to the fullest extent allowed under applicable Laws, a condition of continued employment with, service to or retention by the Company.

      The Code is a statement of policies for individual and business conduct and does not, in any way, constitute an employment contract or an assurance of continued employment, service or retention with the Company.

      H. Questions Regarding the Code

      We are committed to providing timely and specific guidance to our employees with respect to the Code. If you have a question concerning the Code or our related Policies or feel the need to seek guidance with respect to a legal or ethical question when in doubt about the best course of action in a particular situation, you should consult the appropriate individuals identified in this Code, or your supervisor, Human Resources or the Chief Compliance Officer.

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