Code Of Business Conduct
A MESSAGE FROM OUR CEO – STATEMENT OF INTEGRITY
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 Business Conduct (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 Business Conduct 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 ethical standards as well as our commitment to integrity;
- It is essential for our success that we protect and preserve Revlon's assets 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 fully complying with all applicable laws and each of us must reflect this commitment in our day-to-day behavior.
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.
Chief Executive Officer
WHO WE ARE:
Revlon (including its worldwide subsidiaries and hereinafter the "Company") is a global color cosmetics, hair color, beauty tools, fragrances, skincare, anti-perspirant deodorants and beauty care products company whose vision is Glamour, Excitement and Innovation through high-quality products at affordable prices. Our global brand portfolio includes Revlon® color cosmetics, Almay® color cosmetics, SinfulColors® color cosmetics, Pure Ice® color cosmetics, Revlon ColorSilk® hair color, Revlon® beauty tools, Charlie® fragrances, Mitchum® anti-perspirant deodorants, and Ultima II® and Gatineau® skincare. As a result of the acquisition of The Colomer Group in October 2013, our global portfolio also includes: Revlon Professional®, Intercosmo®, Orofluido® and UniqOne™ hair care; CND®, CND Shellac® and CND Vinylux™ nail polishes; and American Crew® men’s hair care. Since its founding in 1932, the Company has focused on helping women to live unforgettable lives and, in doing so, has created what we believe to be one of the strongest consumer brand franchises in the world. We project that good name, and extend its goodwill, not only through our products, but also through each of us conducting our business operations in an ethical and law-abiding manner.
Each Company employee (which should be read as including individuals retained to work for the Company or those serving the Company as a director) has the ability to affect the Company’s reputation, and indirectly the reputation of fellow Company employees, through his or her conduct, every day. The Code establishes that the Company has a culture of ethics and compliance, and provides direction and information to help ensure that all employees conduct themselves lawfully on behalf of the Company wherever they work.
Every Company employee has a responsibility to 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, including those outlined in this Code.
The Company's Executive Vice President and Chief Legal & Administrative Officer has been designated the Chief Compliance Officer, and the Vice President, Law, Employment & Benefits has been designated the Deputy Chief Compliance Officer. The Chief Compliance Officer has responsibility for overseeing compliance with all Laws, the Code and all Policies. The Chief Compliance Officer, with the assistance of the Deputy Chief Compliance Officer and any other designee and other appropriate Company officials, is responsible for implementing training, review and oversight procedures designed to ensure compliance with the Code. The Chief Compliance Officer reports to the Audit Committee on matters related to the Code. See pages 32-33, below, for the contact information of the officers referenced throughout the Code who may provide assistance with Code matters.
All employees must comply with the following key principles when conducting business on behalf of the Company:
- Follow the Code and obey the Laws and Policies governing our business operations.
- Avoid all conflicts of interest between personal affairs and work matters.
- Strive to create a safe workplace and to protect and conserve resources whenever possible.
- Foster a culture where lawful and ethical conduct is valued and consistently demonstrated by all employees.
WHAT EMPLOYEES MUST DO:
- Gain a basic understanding of the requirements of the Code, including its overview of various Laws.
- Learn the details of the Laws and Policies relevant to your particular job.
- Be aware of the specific regulatory requirements of the country and region where you work and that impact your business.
- Upon hire, read the Code carefully and sign and deliver to your local Human Resources office the Compliance Acknowledgment Form, which is attached at the end of this Code, to confirm that you have received, read and understand the Code, and will comply with its standards and procedures.
- Certify that you have reviewed and complied with the Code, and completed any Code training programs, when you periodically receive a Code distribution or notice of the Code training seminar.
- All employees with computer access provided by the Company must take our online Code training seminar when offered, which presents informative, real-world examples of some of the situations highlighted in the Code. You also are encouraged to review that online seminar anytime at Revlon's intranet site, which is the default homepage for employees' work computers, to re-familiarize yourself with the Code's key messages.
- Revlon provides the Code to all employees without computer access through group meetings with their local Human Resources department, at which time they may also receive Code training.
Ask Questions and Act:
- Ask any questions if you are uncertain about application of the Code or any compliance or ethical issues.
- Quickly raise any concerns about potential violations of any Company policy; that is, report any suspected misconduct, illegal activity, fraud and misuse of Company assets or other violation of the ethical standards in the Code to the Chief Compliance Officer. The Company prohibits retaliation against anyone who raises or helps to address a Code concern in good faith.
- You can remain anonymous, but identifying yourself will help us follow up on the matter.
- Fully cooperate in Revlon investigations related to any potential Code, Law or Policy violations.
WHAT BUSINESS LEADERS MUST DO:
Demand and Model Ethical Conduct and a Culture of Compliance:
- Set an example of lawful and ethical conduct for your direct reports.
- Foster an environment and culture of trust and ethics, so that team members advise the Chief Compliance Officer of policy violations in a timely manner.
HOW TO ASK A QUESTION OR RAISE A CONCERN:
If any employee has a question concerning the Code or any Policies, or feels 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, they must consult immediately with the Chief Compliance Officer.
WHAT HAPPENS WHEN A CODE CONCERN IS RAISED:
- The Chief Compliance Officer, or those at her direction, will conduct an investigation of the concern to determine the facts.
- The Chief Compliance Officer will analyze the facts and, if appropriate, recommend and take corrective actions.
- In appropriate situations, the person raising the concern will be provided with feedback. The Company prohibits retaliation against anyone for raising or helping to address a Code concern in good faith.
PENALTIES FOR CODE VIOLATIONS:
Employees who are found to have violated the Code are subject to disciplinary action, up to and including termination of employment, as the facts and circumstances warrant. Providing false information to a Company employee during the course of a Code investigation is itself grounds for disciplinary action, up to and including termination of employment.
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COMPLIANCE WITH LAWS AND RELATED POLICIES
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. When there is a doubt as to the lawfulness of any proposed activity, advice should be sought from the Chief Compliance Officer before the activity is undertaken.
In addition to the Code, employees are responsible for reviewing and understanding all
Laws and Company Policies applicable to their activities.
Description of Policies
We prohibit retaliation against employees who in good faith complain about, or furnish information regarding, conduct that may violate applicable safety and health laws, employment discrimination, sexual harassment or related conduct, or securities violations, or who participate in any manner in an investigation of such conduct.
- Securities 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, changes in dividends, possible mergers, acquisitions, joint ventures and other purchases and sales of or investments in companies, 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) securities trading on the basis of any such confidential information and (ii) disclosing such information to another person who uses it for trading purposes. 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, issuance of press releases and meetings with members of the press and the public. Information that may be circulating on the Internet, such as on Facebook, Twitter or message boards or in chat rooms, should not be used as an indication that it has been adequately publicly disclosed. However, the information must not only be publicly disclosed; there also must be sufficient time and opportunity for the market as a whole to digest the information. 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 other than Company employees, consultants, agents and representatives who need to know it in the course of their duties for the Company either under contract, by Policy or otherwise, and who are bound by an obligation of confidentiality to the Company, until the information has been disclosed to the public by the Company or such firm (or its or their representatives) and there has been an adequate opportunity for the information to be absorbed by the market.
If you have a question as to whether information regarding the Company or other firms with which we do business or are negotiating or competing with has been adequately disclosed to the public, or any other questions about whether information you possess precludes you from trading, you must contact the Chief Compliance Officer and abstain from trading in the affected securities and improperly disclosing the information until you have been authoritatively informed by the Chief Compliance Officer that you are not precluded from trading.
To guard against even the appearance of improper trading, regardless of whether an employee has knowledge of nonpublic information concerning the Company:
(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 two 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 on October 24, the restricted period would last from October 1 through the end of the day on October 25), 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 Senior Vice President and 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 Senior Vice President and 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 Chief Compliance Officer will circulate notices of these periods.
Employees must also not trade in Company securities during any "restricted period" in connection with transactions under the Revlon Employees' Savings, Investment and Profit Sharing Plan (the "401(k) Plan"), provided that automatic payroll deductions to purchase Revlon Stock are not prohibited during any such "restricted period" if the employee's election to make these purchases was made outside of any "restricted period."
In addition, employees should avoid situations in which there may be economic or other pressures on them to trade at a time that would be improper or create the appearance of impropriety, such as buying Company securities "on margin" (unless arrangements are made to cover any "margin calls" in cash), buying publicly-traded "puts," "calls" or other Company "derivative" securities with fixed exercise dates, or serving as a trustee or other fiduciary of trusts established for family members or others, unless the trust is precluded from investing in Company securities or a third party has sole investment discretion. Any questions regarding these restrictions or other aspects of the Company's Securities Trading Policy should be referred to the Chief Compliance Officer, or the Senior Vice President and Deputy General Counsel.
Please consult the Revlon intranet website by clicking on “Employees Services,” then “Policies,” to find the complete Confidentiality of Information and Securities Trading Policy or any other Policy referred to below.
Q. – I OVERHEARD TWO MANAGERS TALKING IN AN OFFICE ABOUT A POTENTIAL BUSINESS ACQUISITION. IF IT GOES THROUGH, I THINK THIS MAY BE GOOD FOR THE COMPANY'S STOCK. CAN I BUY MORE SHARES OF THE COMPANY'S STOCK BASED ON THIS INFORMATION? CAN I USE THE INFORMATION?
A. – No. Insider trading Laws and the Code prohibit you from trading in the Company's securities based upon this information unless it has been adequately publicly disclosed and digested. Additionally, you can not disclose the information to anyone other than Company employees who need to know it in the course of their duties.
- Protection of the Company's Proprietary Information
Proprietary information and trade secrets may consist of any formula, design, device or information maintained in secrecy which is used in business, and which gives that business an opportunity to obtain an advantage over competitors who do not know about it or use it. We have developed our own proprietary information and may, in some instances, have access to the proprietary information of other parties.
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. See also "Intellectual Property," below.
If you have a question as to whether information is proprietary or is a trade secret, whether belonging to the Company or a third party, you must contact the Chief Compliance Officer and abstain from using or disclosing the information until the Chief Compliance Officer informs you that use or disclosure is permitted.
Q. – I SAW A DOCUMENT WITH OUR NET SALES FORECASTS FOR THE UPCOMING QUARTER LYING NEXT TO THE COPY MACHINE. CAN I DISCUSS THIS WITH MY COLLEAGUES? CAN I USE THE INFORMATION?
A. – No. The requirement to protect the Company’s confidential and proprietary information extends to ensuring that only appropriate employees know about appropriate information to allow them to perform their job functions. If you in the course of your job or incidentally become aware of non-public information, you must not use, discuss or disclose it with anyone outside the Company. Additionally, you can not disclose the information to anyone other than Company employees who need to know it in the course of their duties.
- Environmental Compliance
We recognize our obligation as a corporate citizen to carry out all of our activities in ways that preserve and promote a clean, safe and healthy environment. It is our policy that all employees comply strictly with the letter and spirit of applicable environmental Laws and the public policies they represent. We will ensure compliance with this policy through vigilant self-monitoring and training.
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.
The consequences of failure to adhere to our environmental policy can be serious for the Company and the individuals involved, as well as our workforce and the communities in which we operate and live. Pollution resulting from manufacturing operations or the improper disposal of waste can be harmful to public health and the environment. It is our goal to prevent pollution rather than waiting to clean it up.
The Company’s facility management and facility environmental operations staff, with the assistance of the Vice President, Domestic Counsel, have the responsibility to implement and carry out the Company's environmental compliance program, including the development of site-specific environmental compliance plans, as appropriate. Facility management also is responsible for ensuring the appropriate training of each individual whose job affects environmental compliance. The Vice President, Domestic Counsel will assist the regulatory compliance staff at each facility in maintaining up-to-date information on current and anticipated new environmental laws and regulations, in developing site-specific compliance programs, and in training employees.
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 providing 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 the Vice President, Domestic Counsel, or if unavailable, to the Chief Compliance Officer.
Q. – THE MACHINE I USED TO TEST AIR QUALITY IN MY FACILITY IS BROKEN AND IT IS TIME FOR ME TO UPDATE THE FACILITY'S AIR QUALITY RESULTS. CAN I SIMPLY USE THE LAST AIR QUALITY TESTING RESULTS?
A. – No. It is your obligation to ensure all reports you issue are accurate and factual, so you should obtain a functioning air quality testing machine and report the current air quality results accurately.
Q. – LAST WEEK THERE WAS A SPILL OF CHEMICALS NEAR THE PRODUCTION LINE. I CLEANED IT UP RIGHT AWAY BUT DID NOT REPORT IT ACCORDING TO POLICY. MUST I STILL REPORT THIS?
A. – Yes. It is your obligation to immediately report any spill or other release to your supervisor and in accordance with the specific spill reporting policy in effect at your facility. The passage of time does not relieve you or the Company from this obligation.
- Competition; Antitrust
While we compete aggressively, our marketplace activities must be conducted in a fair and equitable manner in strict compliance with the letter and spirit of all applicable antitrust, competition and trade Laws (collectively, "antitrust laws"). 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, the Company's Antitrust Compliance Guide and its principles or would like a copy of this Guide, please contact the Vice President, Domestic General Counsel, or if unavailable, the Chief Compliance Officer. A copy of our Antitrust Compliance Guide is also posted on our intranet website for review.
The antitrust laws involving pricing procedures pose substantial risks for firms. 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. Unless our pricing decisions are made unilaterally and in compliance with the antitrust laws, substantial legal issues may arise under the antitrust laws. 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, certain antitrust laws prohibit sellers from discriminating in the prices, terms of sale or advertising or promotional programs and allowances provided to different customers where competitive injury results. Thus, 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. The rules are very complicated and based on application to the facts of each case; accordingly, if you have questions you must contact the Vice President, Domestic General Counsel, or if unavailable, the Chief Compliance Officer.
In addition to price fixing and price discrimination, activities that the antitrust laws may prohibit include: resale price maintenance; group boycotts; allocation of customers, territories, products or services; unlawful tying; predatory pricing; unlawful exclusivity agreements; monopolization; unlawful termination of dealers, suppliers or distributors; and under certain circumstances attempts to engage in many of these types of activities. Certain of these unlawful practices are described below.
Under U.S. law covering resale price maintenance, 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. If supported by a justifiable business rationale, we may obtain the agreement of a customer as to the actual minimum or maximum price that that customer will charge for a certain product. However, 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. No steps to enforce minimum or maximum suggested prices or terminate a customer should be taken without first consulting with the Vice President, Domestic General Counsel.
The prohibition against group boycotts means that we may not agree with any competitor, customer or supplier or group of competitors, customers or suppliers to refuse to buy from, sell to or otherwise deal with any person. While we generally are permitted independently to determine that we do not wish to buy from or sell to a particular person, when such decision is reached jointly with other competitors, customers or suppliers it is illegal, regardless of commercial justification.
The prohibition against allocation of customers, territories, products or services means that we may not agree with a competitor to divide customers or territories, or to refrain from selling a certain product generally or in any geographic region or to any category of customer. These agreements, like price fixing, are always illegal.
Tying can, under certain circumstances, also be illegal. Tying may occur when a buyer is required, as a condition of purchasing one product (the "tying" product), to also purchase a second, distinct product (the "tied" product). Because the legality of any given tying arrangement depends upon a number of complex legal and economic factors, tying arrangements should never be implemented without first consulting the Vice President, Domestic Counsel, or if unavailable, the Chief Compliance Officer.
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. Unlawful agreements need not take the form of a written contract or consist of express commitments or mutual assurances. Courts can – and do – infer agreements based on "loose talk," informal discussions or the mere exchange between competitors of information from which pricing or other collusion could result. Any communication with a competitor's representative, no matter how innocuous it may seem at the time, may later be subject to antitrust scrutiny and form the basis for accusations of improper or illegal conduct. All of us must conduct all relations with competitors, including social activities, as if they were completely in the public view because they may later be subject to probing examination and unfavorable interpretation. Communications with customers about terms we offer other customers is prohibited. Communications with customers about terms our competitors offer are prohibited unless they are only for us to meet a competitive price about a same or similar product.
Trade association meetings and other industry gatherings typically serve perfectly legitimate and worthwhile purposes. However, these meetings also 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. The most serious problems are apt to arise at informal gatherings, sometimes over drinks, particularly in a hotel room or hospitality suite after an official meeting has ended.
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, Domestic 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, International Counsel or the Chief Compliance Officer whenever they have any concerns about proposed conduct that may have an anticompetitive purpose or effect.
Q. – I ATTENDED A TRADE SHOW AND MET WITH SOME FORMER COLLEAGUES WHO NOW WORK WITH THE COMPANY'S COMPETITORS. THEY STARTED TO DISCUSS THEIR CURRENT PRICE LISTS AND PROMOTIONAL ALLOWANCES. I LEFT THE ROOM AND DID NOT PARTICIPATE IN THOSE DISCUSSIONS. SHOULD I TELL ANYONE ABOUT THIS GATHERING?
A. – Yes. You took the right action by immediately withdrawing from the conversation. You now should immediately call the Vice President, Product & Claims Counsel, or if unavailable, the Chief Compliance Officer and provide a report on such meeting.
- False Statements; Schemes to Defraud and Theft; Fair Dealing
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. An employee can violate this Policy even if the employee does not personally make the false statement or conceal the material fact. For example, employees are prohibited from providing false information to any other employee or third party knowing that, or under circumstances making it likely that, this information will later be used in providing information to a governmental agency.
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, 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. Each employee should endeavor to deal fairly with our customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through illegal conduct, manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
All employees should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All employees must use Company assets 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 Deputy Chief Compliance Officer, the Vice President, Internal Audit and/or the Revlon Global Director of Security.
- Improper Payments and Gifts
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. In addition, any arrangements which assist another party to make or receive such a payment are forbidden. 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. It is our policy that, except for legally prescribed fees and like payments, no payments or gifts will be made to government officials, directly or indirectly, related to our business activities, including any proposed payment or gift, regardless of amount or value, thought to be "facilitating."
Any payment which is not accurately reported in the Company’s accounting records is inappropriate. Unrecorded, off-the-record funds are not permittted. No false entries are to be made in the Company’s books and records, and payments and receipts must be for the purposes stated in the supporting documentation relating to such payments and receipts.
Employees should be aware that with respect to government and regulatory officials, it is not necessary that a gift or payment actually be given; the promise or offer alone mayconstitute 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 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 website. If you have questions about improper payment Laws generally, the Company's Policy on Improper Payments in Connection with the Company's Business or would like a copy of such Policy, please contact the Chief Compliance Officer.
Q. – IT IS COMMON IN MY COUNTRY TO GIVE GIFTS OCCASIONALLY TO LOW LEVEL GOVERNMENT EMPLOYEES, SUCH AS "FREE" PRODUCTS. IF WE DO NOT PROVIDE SUCH GIFTS, THESE OFFICIALS ARE LESS LIKELY TO ASSIST REVLON IN VARIOUS ROUTINE PROCESSES. WHAT SHOULD WE DO?
A. – You may not offer or give anything of value to a government employee without the prior approval of the Chief Compliance Officer. Although this may appear customary and routine, U.S. law has strict prohibitions on payments, gifts or benefits provided to government officials or employees.
Q. – IN MY COUNTRY, GOVERNMENT EMPLOYEES WILL NOT PROCESS ROUTINE DOCUMENTS, SUCH AS APPLICATIONS FOR IMPORTS, PRODUCT LICENSES AND OTHER PERMITS UNLESS THEY RECEIVE SOME PAYMENT TO EXPEDITE THE PROCESS. CAN WE AVOID THE LIMITATIONS IMPOSED BY THESE LAWS BY ENGAGING THIRD PARTIES TO HANDLE THE GOVERNMENT INTERFACE AS LONG AS WE SIMPLY DO NOT KNOW HOW THE THIRD PARTY OPERATES IN ITS GOVERNMENT INTERACTIONS?
A. – No. We cannot retain a third party to perform services that we are not permitted to perform ourselves, even if the services are bundled with other permitted services, such as making applications for product permits or managing imports. Our contracts with such third parties must clearly state that the third party must not provide government employees with any type of compensation, and we must carefully monitor their performance to ensure that they do not breach this obligation. If you know or, upon reasonable investigation, have reason to believe that a third party that performs services for us is providing any type of compensation to government employees, you must report this immediately to the Chief Compliance Officer.
- Wiretapping and Eavesdropping; Secret Recording
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 the contents of any telephonic, facsimile, modem-transmitted, electronic mail or other electronic communication, unless one or all of the parties to the communication consent to the interception, as provided by applicable Law. This includes, but is not limited to, the use of telephone extensions to overhear other individuals' conversations.
The Law may be violated merely by an employee's listening in on a conversation, even if no notes are taken and no recordings are made. Any employee who engages a telephone extension while another individual is using that extension must (i) have received express permission from all of the people on the line, or be aware that all individuals on the line have given blanket permission to listen to their telephone calls, or (ii) identify himself or herself so that the participants in the conversation will understand that someone is listening to the conversation, or (iii) hang up immediately.
Our policy also prohibits, without the express permission of the Revlon 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.
- 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, the Company's Reaffirmations and the principles summarized in this Code or would like a copy of the Reaffirmations, please contact your local Human Resources Department or the Deputy 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 arededicated to the goal of providing equal employment opportunity for all employees without discrimination based on any impermissible classification including, but not limited to, race, color, creed, religion, sex, national origin, citizenship, age, disability, marital status, veteran status or sexual orientation. We require all employees to refrain from unlawful discrimination in any aspect of employment, including decisions concerning recruitment, hiring, placement, selection, development, transfer, demotion, promotion, Company-sponsored training, compensation, discipline, termination and use of employee benefits, facilities or social and recreational programs. Further, we are dedicated to the principles of affirmative action and require all employees to implement steps to achieve those principles.
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 Chief Compliance Officer or the Vice President, Law, Employment & Benefits, who is designated as the Deputy Chief Compliance Officer. All complaints of employment discrimination will be investigated promptly and in as confidential a manner as possible, and corrective and disciplinary action will be taken, if appropriate and as warranted by the facts and circumstances.
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 all forms of discrimination, including 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 follow the Complaint Procedure set forth in the Reaffirmations, which states that you should immediately contact your direct supervisor; department head; local Human Resources Department; the Chief Compliance Officer or the Deputy Chief Compliance Officer. All allegations of sexual harassment will be investigated promptly in as confidential a manner as possible, and corrective and disciplinary action will be taken, if appropriate.
Q. – DOES HARASSMENT ONLY OCCUR IN PERSON?
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:
A. – No. For example, employees may not use the Company's email system or access to the world wide web to exchange messages or view information which could be offensive to others (racially, sexually or otherwise).
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, the Vice President, Domestic Counsel or the Chief Compliance Officer. All such reports will be investigated promptly and corrective action will be taken as appropriate.
1. provide information, cause information to be provided, or otherwise assist in an investigation regarding conduct that the employee reasonably believes constitutes a violation of: (a) any rule or regulation of the Securities and Exchange Commission ("SEC"); (b) any provision of federal law relating to fraud against security holders; or (c) federal criminal law provisions prohibiting mail fraud, bank fraud, or wire fraud, when the information or assistance is provided to or the investigation is conducted by –
- a federal regulatory or law enforcement agency;
- any member of Congress or any committee of Congress;
- a person with supervisory authority over the employee; or
- a person working for the Company who has the authority to investigate, discover or terminate misconduct.
2. file, cause to be filed, testify, participate in or otherwise assist in a proceeding filed or about to be filed relating to an alleged violation of any Law, listed in paragraph 1. above.
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 any 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. All solicitations of employees and individuals associated with the Company for contributions to any political action committee must communicate that these 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. Any political solicitations made during business hours or at our facilities must be approved in advance by the Chief Compliance Officer.
Product Regulatory 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/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 Chief Compliance Officer.
You must report to your supervisor 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.
Business Outside of the U.S.
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 censure, will not excuse any instances of non-compliance. If you have a question as to whether certain activities are prohibited, contact the Vice President, International Counsel or the Chief Compliance Officer and abstain from the activity in question until he or she informs you that the activity is not prohibited. 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.
Company Policies, and 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 Payments and Gifts” above).
Antiboycott Laws. In general, the antiboycott Laws are designed to prevent businesses from cooperating with unsanctioned boycotts of countries friendly to the U.S., such as the boycott of Israel by certain Arab countries, 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 must make prompt reports of any request for prohibited boycott cooperation or information. All employees are required to promptly report any such violation or request to the Chief Compliance Officer. In addition, specified executives of the Company are required to certify annually to the Senior Vice President, Taxes, or such individual's designee, each subsidiary's or other business unit's compliance with these Laws, on forms provided by the Company’s Tax Department.
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. Importantly, what may not be done directly also may not be done or arranged through third parties or permitted by conscious non-supervision. 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, International 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 transshipment 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.
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 air. Fair and accurate advertising is essential not only to comply with applicable Laws, but also to preserve the Company's goodwill and reputation. No employee is to 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, Domestic Counsel, or if unavailable, by the Chief Compliance Officer, in accordance with Company Policies prior to being disseminated.
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 pursuant to licenses 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. Certain of these matters are described below. See also "Protection of the Company's Proprietary Information" above.
Copyright Compliance. All written materials used in our business are covered by U.S. or foreign copyright Laws. It is a violation of Law and of our Policies to make unauthorized copies of such materials. The making of unauthorized copies can subject both the employee and the Company to substantial civil or criminal penalties. An area of particular concern is the improper duplication of computer software. Employees who learn of any wrongful copying or other misuse of computer software or related documentation must immediately notify the Chief Compliance Officer. This Policy may be enforced by us from time to time by conducting internal audits of the software files of all Company computer terminals.
Trademark Protection. A trademark is a word, symbol, name, slogan, device or combination of these used to identify a product or line of products or services and to distinguish them from the products and services of other companies. We utilize a number of trademarks which are well recognized by the public and are extremely valuable assets. Employees must be vigilant to use the Company's trademarks correctly and to detect and notify the Chief Compliance Officer or the Vice President, Trademarks, of any infringing, incorrect or unauthorized use of the Company's trademarks or of confusingly similar trademarks by a third party.
Similarly, we are committed to not infringing the trademark rights of third parties, by avoiding the use of trademarks confusingly similar to those of other companies. A claim of infringement may arise from the use of a word that looks or sounds similar to a third party's trademark, particularly where there is similarity in product and/or in packaging, design or other trade dress. All employees must comply with the principles of the Company's Global Trademark, Copyright, and Domain Name Policy, including as summarized in this Code, in order to protect against claims of infringement by third parties and ensure that the Company's trademarks are properly filed, validly maintained and optimally protected against claims of infringement, prior to making any significant investment of time or resources and well in advance of any use. 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 trademark Law generally, our Global Trademark, Copyright, and Domain Name Policy and its principles as summarized in this Code or would like a copy of the Global Trademark, Copyright, and Domain Name Policy, please contact the Vice President, Law, Trademarks & Copyrights.
Domain Names / Internet. A domain name is an Internet address consisting of a string of characters (usually letters) separated by periods. The Company has registered a great many domain names consisting of or including its best-known trademarks, such as
. A third party that registers a domain name containing a Company trademark may be liable for trademark infringement, trademark dilution or cybersquatting. We are committed to not using the trademarks of other companies in our domain names or on our websites, unless permission to do so has been given. In order to maximize efficiency and avoid claims of infringement, dilution or cybersquatting, all employees seeking to register a domain name or to create, manage or use a website must comply with our Global Trademark, Copyright, and Domain Name Policy. Any questions regarding this policy should be directed to the Vice President, Law, Trademarks and Copyrights.
Patent Protection. Any invention conceived by an employee must be disclosed immediately to the Vice President, Law, Senior Patent Counsel, or if unavailable, the Chief Compliance Officer who will determine whether the invention will be treated as proprietary information. No invention, whether developed, licensed or purchased by the Company, is to be used or marketed, and no unpatented proprietary information is to be disclosed to third parties, without the prior written approval of the Vice President, Law, Senior Patent Counsel. All employees must comply with the principles of our Policy for Unsolicited Submissions in order to protect against potential claims alleging misappropriation, infringement of intellectual property rights or other types of nuisance legal claims that could require Company resources to defend. If you have questions about patent 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.
Record Keeping; Accuracy of Company Records and Reporting
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 Retention Schedule. Copies of the Records Retention Policy and Retention Schedule are available on our intranet website.
If the existence of a subpoena is known or reported to an employee or the employee has reason to believe a subpoena may be served, or if you become aware of an impending government investigation, or other litigation matter involving the Company, it is the responsibility of the employee immediately to contact the Chief Compliance Officer or the Deputy Chief Compliance Officer. If you become aware that there is an impending government investigation or that the Company has been served with a subpoena or has reason to believe a subpoena may be served, or the Law Department has issued a Hold Order, you must retain all records that may pertain to that investigation, may be potentially responsive to the subpoena or are covered by a Hold Order. If you have a question as to whether a given record pertains to an investigation, may be responsive to a subpoena or is covered by a Hold Order, you must contact the Chief Compliance Officer or the Deputy Chief Compliance Officer before disposing of such document. In addition, if you have questions about records retention Laws generally, the Company's Record Retention Policy, the Retention Schedule or Hold Orders, please contact the Chief Compliance Officer or the Deputy Chief Compliance Officer.
It is a violation of U.S. Laws and our Policies to (1) alter, destroy, mutilate, or conceal a record, document, or other object, or attempt to do so, with the intent to impair the object's integrity or availability for use in an official proceeding; or (2) otherwise obstruct, influence, or impede any official proceeding, or attempt to do so. Such conduct will lead to disciplinary action up to and including termination of employment or removal from position and potentially assessment of civil and/or criminal fines or penalties.
Honest, accurate and understandable recording and reporting of information is critical to our ability to make responsible business decisions. Our business records are relied upon to produce full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other reports for the Company’s management, shareholders, creditors, governmental agencies and others. 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 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.
Our business records must always be prepared accurately, timely, understandably and reliably and stored properly. The Laws require that we keep books, records, and accounts which accurately and fairly reflect all transactions and dispositions of our assets when they have occurred and that all transactions be executed only in accordance with management's general or specific authorization. The Company's books, records and accounts must reflect fully, accurately, timely, fairly and understandably and within the Company's normal system of accountability, all transactions of the Company and all other events that are the subject of specific regulatory record-keeping requirements.
U.S. Laws require that all transactions be recorded as necessary or appropriate to permit the preparation of financial statements in conformity with generally accepted accounting principles and other applicable Laws and to ensure full accountability for all Company assets and activities. All of our assets and liabilities must be recorded in our regular books. Under no circumstances may there be any unrecorded fund or asset of the Company, regardless of the purposes for which the fund or asset may have been intended, or any improper or inaccurate entry knowingly made in our books and records.
No payment on behalf of the Company may be approved or made with the intention, understanding or awareness that any part of the payment is to be used for any purpose other than that described by the documents supporting the payment. All receipts and disbursements must be fully and accurately described in our books and records and must be supported by appropriate documentation properly describing their purposes. It is our Policy that all employees with the responsibility for preparing and maintaining our financial records comply strictly with all of our Finance Policies, including our Table of Authority Policy, and with all other internal accounting control policies and procedures as in effect from time to time.
If you have reason to believe that our books and records are not in accordance with the foregoing requirements, you must immediately report the matter to the Chief Compliance Officer and the Vice President, Internal Audit.
Q. – WHAT DO I DO IF I AM ASKED OR DIRECTED TO IMPROPERLY DELAY ACCRUING CERTAIN EXPENSES UNTIL THE NEXT FISCAL PERIOD?
Responding to Inquiries from the Press and Others
A. – The accuracy of our financial records is imperative. Deliberately delaying the accrual of expenses could result in inaccurate financial statements and could expose the Company and individual employees to civil or criminal penalties. If you are asked or directed to untimely or inaccurately reflect the accrual of expenses, you must report it immediately to the Chief Compliance Officer and the Executive Vice President and Chief Financial Officer.
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 –
(1) 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 of financial press or any other news media must be immediately referred to the Company's Executive Vice President and Chief Financial Officer or Senior Vice President, Treasurer and Investor Relations;
(2) Requests from the press and other media outlets about our products, marketing, philanthropic efforts and the like must be immediately referred to the Company'sVice President of Public Relations; and
(3) Requests for information generally or other contacts from the SEC, the New York Stock Exchange or other securities regulators or from any other U.S. or non-U.S. governmental or regulatory body must be immediately referred to the Chief Compliance Officer. If you are contacted by a representative of the U.S. Department of Justice, the Federal Trade Commission, the SEC, the FBI, or any other federal, state or local government agency and you are asked to personally speak with them, you have the right to decline to speak with the agent or representative until you consult with legal counsel. If you choose to speak with the agent, you should, of course, be truthful. By contacting the Law Department, however, you will enable the Company to assist you in arranging for appropriate legal representation. If the agent or representative asks you to provide 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 the Law Department. You are not permitted to respond to a request for Company 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 the Law Department.
It is important that employees not respond to any such inquiries or contacts themselves because any inappropriate, inconsistent or inaccurate response – even a disclaimer of information – may result in adverse publicity and could otherwise seriously affect the Company. This Policy does not apply to requests for published financial information, such as Annual and Quarterly Reports, or to requests concerning the Company's normal marketing, product or promotional publicity activities, which are to be handled in accordance with applicable Departmental Policies.
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 of Public Relations. Company-initiated interviews also must be approved by such officers before they may be scheduled with the media.
Q. – A NEWS REPORTER CALLED ME AND ASKED TO DISCUSS NON-PUBLIC FINANCIAL INFORMATION ABOUT A PRODUCT OR PROJECT I AM WORKING ON AT REVLON. WHAT SHOULD I DO?
Code of Ethics for Senior Financial Officers
A. – Revlon has only authorized specified employees to respond to inquiries and speak with the press, in this case the Company's Chief Complaince Officer, Executive Vice President and Chief Financial Officer or its Vice President, Chief Accounting Officer, Corporate Controller, Treasurer and Investor Relations. If the press contacts you about such financial matters, you must refer the inquiry immediately to either of these officers. If the press request had been about our products instead of financial matters, you would refer them to Company'sVice President of Public Relations.
This Section specifically applies to the Company's Chief Executive Officer; Chief Financial Officer; Chief Accounting Officer; Vice President, Internal Audit; Treasurer and Corporate Controller and any person performing similar functions (the Company's "Senior Financial Officers"). While we expect honest and ethical conduct in all aspects of Company business from all employees, we expect the highest possible standards from our Senior Financial Officers. Senior Financial Officers must set an example for other employees to foster a culture of transparency, integrity and honesty. Compliance with this Code of Ethics for Senior Financial Officers ("Code of Ethics") is a condition to continued employment for Senior Financial Officers and any violations will be dealt with severely.
General Principles. Senior Financial Officers are required to:
- ensure that they conduct themselves at all times in an honest and ethical manner;
- avoid conflicts of interest and disclose to the Chief Compliance Officer any transaction or relationship that could result in a conflict or the appearance of a conflict;
- ensure full, fair, accurate, timely and understandable disclosure in the reports and documents that the Company files with or submits to the SEC and other public communications;
- comply with all applicable Laws; and
- promptly report to the Chief Compliance Officer any violation or suspected violation of this Code of Ethics.
Waiver. Any change or waiver of this Code of Ethics for Senior Financial Officers will be immediately disclosed, if and to the extent required by applicable Laws as from time to time in effect, pursuant to a filing on Form 8-K or posted on our corporate website (www.revloninc.com) or any other means as may be required or allowed by applicable Laws.
Conflicts of Interest. Senior Financial Officers must comply in all respects with the Conflicts of Interest Policy outlined in this Code. A conflict of interest occurs when one's private interests or activities interfere, appear to interfere, or reasonably could be expected to interfere in any way with the Company's interests as a whole. Conflicts of interest also arise when an employee, or a member of an employee's immediate family, receives improper personal benefits as a result of such employee's position in the Company. Loans to, or guarantees of obligations of, any employee, officer, director or any of their immediate family members are likely to pose conflicts of interest, as are transactions of any kind between the Company and any other organization, business or other entity in which an employee or any member of an employee's immediate family has an interest. Engaging in any conduct that represents a conflict of interest is prohibited.
It is imperative that the Company's Senior Financial Officers avoid any transaction, investment, interest or association that interferes, might interfere, or might be thought to or appears to interfere with their independent exercise of judgment in the Company's best interest. Any potential conflict of interest, including any material transaction or relationship that reasonably could be expected to give rise to such a conflict, must be reported immediately to the Chief Compliance Officer.
Accurate Periodic Reports. As you are aware, full, fair, accurate, timely and understandable disclosure in our periodic reports is required by SEC Laws and is essential to the success of the Company's business. Senior Financial Officers are required to exercise the highest degree of care in preparing such reports in accordance with the guidelines set forth below:
- All of our accounting records, as well as reports produced from those records, must be kept and presented in accordance with our accounting Policies, as in effect from time to time, and in all cases in accordance with applicable Laws;
- All records must fairly and accurately reflect the transactions or occurrences to which they relate;
- All records must fairly and accurately reflect in reasonable detail our assets, liabilities, revenues and expenses;
- Our accounting records must not contain any false or intentionally misleading entries;
- No transactions will be intentionally misclassified as to accounts, departments or accounting periods;
- All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period;
- Full cooperation with both internal and external auditors is expected. No information will be concealed from our internal auditors or our independent auditors. To that end, no action shall be taken to fraudulently or improperly influence, coerce, manipulate or mislead any internal auditor or independent auditor if such action could, if successful, reasonably be expected to result in rendering our financial statements materially misleading; and
- All of our reports filed with the SEC must comply with applicable Laws and must contain no untrue statement of a material fact, must not fail to state any material fact and must fairly present our financial condition, results of operations and cash flows.
Compliance with Laws. Senior Financial Officers must comply with both the letter and spirit of all applicable Laws. Failure to comply with this Code of Ethics; Finance Policies, including our Table of Authority Policy; the Code or applicable Laws will subject the Senior Financial Officer involved to disciplinary measures, up to and including termination.
Reporting of Violations. Each Senior Financial Officer is accountable and responsible for ensuring compliance with the standards of this Code of Ethics and is responsible for promptly reporting any known or suspected violation of this Code of Ethics to the Chief Compliance Officer. Revlon prohibits retaliation against anyone for raising or helping to address a Code concern made in good faith.
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CONFLICTS OF INTEREST
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 his or her 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 his or her 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 his or her duties for the Company. Conflicts of interest also arise when an employee or a member of his or her immediate family receives improper personal benefits as a result of his or her position in the Company.
Depending upon an employee's particular responsibilities, potential conflict of interest situations may include, but are not limited to:
- Serving as a director, officer, employee, partner, consultant or agent of an enterprise that is a present or potential supplier, customer or competitor of the Company, or that engages or may engage in any other business with the Company or with a present or potential supplier, customer or competitor of the Company;
- Owning a material equity or other financial interest in an enterprise described in (1) above (which normally would not include an equity interest which is less than 5% of the stock or other equity of a publicly-traded company);
- Receiving from or giving to representatives of an enterprise described in (1) above material gifts, gratuities, special allowances, discounts, loans, guarantees of obligations or other benefits not generally available, whether directly or indirectly to or from any such representative (which normally would not include reasonable and customary meals or entertainment at which both the employee and the business contact are present, or gifts distributed to, or received from, business associates as customary practice in the industry and which do not exceed a nominal value);
- Any other significant direct or indirect personal interest in a transaction involving the Company;
- Obtaining or using for personal benefit confidential or proprietary information of or regarding an enterprise described in (1) above, or providing confidential or proprietary information of or regarding the Company or its business to any such enterprise;
- Obtaining or using for personal benefit Company property or confidential or proprietary information where it does not advance the Company’s legitimate interests;
- Appropriating or using for personal benefit a business relationship gained in the course of employment, or a business opportunity that is discovered through an employee's use of corporate property, information or position with the Company or otherwise in the course of employment or performance of services that we might reasonably have an interest in pursuing without first making the opportunity available to the Company; and
- Outside activities that detract from or interfere with the full and timely performance by an employee of his or her services for the Company.
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 Deputy Chief Compliance Officer. Certain topics under of this Policy are summarized below.
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 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 exclude an equity interest which is 5% or less of the capital stock or other equity of a publicly-traded company.
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 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 his or her work for the Company, such a relationship creates the appearance of divided loyalty and the risk that he or she may inadvertently disclose proprietary information to such organization or allow such organization to benefit through his or her identification with the Company. A conflict of interest may also exist if the employee's outside activities (even though not in and of themselves a conflict of interest) are so demanding on the employee's time or attention that they interfere with the employee's job performance or performance of services.
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).
Arm's Length Relationships on Terms at Least as Favorable to the Company as Obtainable from Unrelated Third Parties Are Not Conflicts of Interest
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. Accordingly, you must report any such relationships to our Chief Compliance Officer in advance in accordance with the following paragraph.
Duty to Report Conflicts of Interest
Employees are obligated to review their and their immediate family members' personal and investment situations and discuss with the Chief Compliance Officer 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 Chief Compliance Officer will hold these discussions in confidence (although the Chief Compliance Officer may consult with other Company officials if necessary).
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.
Q. – A VENDOR INVITED ME TO THEIR ANNUAL CONFERENCE, AND THEY OFFERED TO PAY FOR MY AIRFARE AND HOTEL. MAY I ACCEPT THIS INVITATION?
A. – No. The offer of this gift is more than nominal value, and you should politely refuse it, explaining our policy that we avoid even any appearance of possible impropriety or conflict of interest.
Q. – A VENDOR TAKES ME TO DINNER EVERY YEAR AT A MODERATELY PRICED RESTAURANT FOR MY BIRTHDAY. MAY I ACCEPT THIS GIFT?
A. – Possibly. At any time you may contact the Chief Compliance Officer or the Deputy Chief Compliance Officer with any questions you may have about compliance with the Code and everyday situations that you face. In this case, such a gift will most likely not exceed nominal value of such common courtesies, is within generally accepted business practices and serves to enhance the business relationship. Do not hesitate to call the Chief Compliance Officer or the Deputy Chief Compliance Officer for guidance in advance of any decision.
Q. – A SUPPLY CHAIN DIRECTOR HAS SELECTED A VENDOR THAT EMPLOYS HIS SISTER. WHAT OBLIGATIONS ARISE?
A. – Such a relationship may present a conflict of interest. Before any business decision is made to engage the vendor, all such relationships and any other material information must be provided to the Chief Compliance Officer for review.
Q. – I AM AWARE OF A COLLEAGUE WHO SPENDS PART OF HER DAY USING HER COMPUTER TO RUN A FOOD CATERING BUSINESS UNRELATED TO REVLON BUSINESS. SHOULD I TELL ANYONE ABOUT THIS?
A. – Yes. This is a potential violation of the Conflicts of Interest Policy (see “Outside Activities Of Employees” below). You should immediately notify the Chief Compliance Officer of the relevant facts and circumstances.
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IMPLEMENTATION OF THE CODE
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 implementing 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 thereof, including the Audit Committee of the Board of Directors, in furtherance of its oversight of the implementation and effectiveness of the Code and the Company's comprehensive compliance and ethics program, including providing the Board of Directors 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.
The Code shall be enforceable to the fullest extent permissible under applicable local Laws. Where actions otherwise required by the Code (for example, reporting of violations) are inconsistent with applicable local Laws, the employee shall be required to take actions to the fullest extent consistent with both the Code and applicable local Laws.
Reporting of Violations and Contact Information
We have established several ways for employees to report possible violations of the Code. If you know of or suspect a possible violation of applicable Laws, or any provision in the Code, you must promptly report that information immediately to the Chief Compliance Officer or to your immediate supervisor. The contact information of the Chief Compliance Officer, and other Company executives referred to in this Code, is set forth below. When reporting a possible violation, a sufficiently detailed description of the factual basis for the report should be given in order to allow for an appropriate investigation by the Chief Compliance Officer. 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 the degree of cooperation displayed by you, 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 the good faith report he or she makes. 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.
Reporting Procedures for Accounting and Other Financial Matters. If anyone wishes to make a complaint to the Audit Committee regarding the Company's accounting, internal accounting controls or auditing matters, such complaints may be made on a confidential, anonymous basis by submitting such complaints in care of the Chief Compliance Officer. The Chief Compliance Officer will ensure that such complaints are promptly brought to the attention of the Chairman of the Audit Committee or to all of the members of the Audit Committee. All of the provisions of this Section “Reporting of Violations” including, without limitation, provisions on anonymous reporting and prohibition on reprisals, shall apply to any such complaint to the Audit Committee.
To report a Code complaint, provided below is the contact information you may use for the Chief Compliance Officer or the Deputy Chief Compliance Officer. As referenced throughout the Code, if you have any subject matter questions, the contact information for the appropriate attorneys in the Law Department as well as personnel for the Human Resources, Security and Finance Departments is also provided below:
Chief Compliance Officer; and
Executive Vice President & General Counsel:
Lauren Goldberg, Esq.
Revlon, 237 Park Avenue, New York, NY 10017
Telephone: (212) 527-5180, fax: (212) 527-5693
Deputy Chief Compliance Officer; and
Vice President, Law, Employment & Benefits:
Mark Pawlak, Esq.
Revlon, One New York Plaza, New York, NY 10004
Telephone: (212) 527-5531, fax: (212) 527-4817
Law, Human Resources and Security Departments:
Senior Vice President and Deputy General Counsel and Secretary:
Michael T. Sheehan, Esq.
Revlon, One New York Plaza, New York, NY 10004
Telephone: (212) 527-5539, fax: (212) 527-4821
Vice President, Law, Product & Claims:
Alexandra Gerber, Esq.
Revlon, One New York Plaza, New York, NY 10004
Telephone: (212) 527-4977, fax: (212) 527-4810
Vice President, Law, Global Operations:
Maria Harris, Esq.
One New York Plaza, New York, NY 10004
Telephone: (212) 527-6537, fax: (212) 527-5486
Vice President, Law, Trademarks & Copyrights:
Steven Rosenthal, Esq.
One New York Plaza, New York, NY 10004
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
Telephone: (732) 287-7670 or (212) 527-5647, fax: (732) 287-7270 or (212) 527-4812
VP, Global Human Resources:
One New York Plaza, New York, NY 10004
Telephone: (212) 527-4241
Global Director of Security:
Revlon, One New York Plaza, New York, NY 10004
Telephone: (212) 527-6903, fax: (212) 527-4430
Executive Vice President and Chief Financial Officer:
One New York Plaza, New York, NY 10004
Telephone: (212) 527-6645
Vice President, Chief Accounting Officer, Corporate Controller, Treasurer and Investor Relations:
One New York Plaza, New York, NY 10004
Telephone: (212) 527-4656
Senior Vice President, Internal Audit:
2147 Route 27, Edison, New Jersey 08817
Telephone: (732) 287-7782, fax: (732) 287-7504
Senior Vice President, Taxes:
Telephone: (212) 527-5277, fax: (212) 527-5299
Mark M. Sexton, Esq.
One New York Plaza, New York, NY 10004
Investigations of 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 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. 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. Providing false information in connection with any Code investigation, or refusing to cooperate in any Code investigation, is a violation of the Code.
It is imperative that employees not conduct their own investigations. Acting on your own may compromise the integrity of an investigation and adversely affect both you and the Company.
Discipline for Violations
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 our related Policies;
- against employees who fail to report a violation of applicable Laws, the Code or our related Policies or withhold information concerning a violation of which they become aware or should have become aware;
- 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);
- 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 our related Policies; and
- 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.
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.
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 the Compliance Acknowledgment Form, which is attached at the end of this booklet. 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. In addition, periodically each employee will be sent a notice requesting each employee to certify that he or she has reviewed and complied with the Code, is not aware of any unreported Code violation and has 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. Abiding by Code, all applicable Laws and our related Policies is 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.
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 your supervisor or the Chief Compliance Officer.
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