|Senior Financial Officer Code of Conduct|
CODE OF ETHICS
CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS
PACIFIC SUNWEAR OF CALIFORNIA, INC.
- Persons Covered. This Code of Ethics (this “Code”) is applicable to the Company’s chief executive officer, chief financial officer, chief accounting officer, and controller or any persons performing similar functions (together, the “Covered Officers”).
While we expect honest and ethical conduct in all aspects of our business from all of our employees, we particularly expect the highest possible honest and ethical conduct from our Covered Officers. You are an example for other employees and we expect you to foster a culture of transparency, integrity and honesty. Compliance with this Code is a condition to your employment and any violations of this Code may result in disciplinary action, up to and including termination of your employment.
You have a duty to promptly report any possible violation of this Code or any questionable accounting or auditing matter to the Company Ethics Review Team1, the Audit Committee or the Company Corporate Governance Hotline at (800) 850-9537. All calls to the Corporate Governance Hotline are confidential and you may call anonymously if you choose. You can make a report in good faith to the Ethics Review Team, the Audit Committee or the Corporate Governance Hotline without fear of reprisal, retaliation or punishment for your actions.
- Conflicts of Interest. A “conflict of interest” occurs when an employee’s private interest interferes in any way, or appears to interfere, with the interests of the Company as a whole. A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively, or has other duties, responsibilities or obligations that run counter to his or her duty to 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 with the Company. Personal conflicts of interest are prohibited as a matter of the Company policy. If a Covered Officer believes he/she or another employee is involved in a conflict of interest or a potential conflict of interest, the employee must consult with the Ethics Review Team (who shall have authority to approve or disapprove of any such conflict of interest or potential conflict of interest).
- Compliance with Laws, Rules and Regulations. It is the Company’s policy to comply with all applicable laws, rules and regulations (including insider trading laws). It is the personal responsibility of each Covered Officer to adhere to the standards and restrictions imposed by those laws, rules and regulations, including but not limited to those described more fully in the Company’s Code of Ethical Standards, Business Practices and Conduct. Illegal action will be dealt with swiftly and violators reported to the appropriate authorities.
- Public Filings and Communications. It is the Company’s policy to provide full, fair, accurate, timely and understandable disclosure in all reports that it files with, or submits to, the Securities and Exchange Commission (the “SEC”), as well as in all of its other public communications. It is the responsibility of all personnel involved in or responsible for the preparation of such reports and communications, including the Covered Officers, to use their best good faith efforts to ensure that all reports and communications meet the above standards. In addition, anyone who becomes aware of any material misstatement or omission in the Company’s filings or other outside communications should contact the Ethics Review Team, the Audit Committee or the Corporate Governance Hotline.
- Reporting of Violations; Enforcement. All employees of the Company are responsible for bringing violations of this Code promptly to the attention of the Ethics Review Team, the Board of Directors or the Audit Committee, as appropriate. Any Covered Officer who shall be found to have violated these standards and practices shall be subject to immediate disciplinary action, up to and including reassignment, demotion or, where appropriate, termination and to legal proceedings to recover the amount of any improper expenditures and any other losses that the Company may have incurred as a result of such violation.
- Non-retaliation for Reporting of Violations. The Company understands that individuals may not report concerns if they feel they will be subject to retaliation, retribution, or harassment for such reports. Therefore, Company employees, including Covered Officers and their superiors, are strictly prohibited from engaging in retaliation, retribution, or any form of harassment directed against anyone who reports a compliance concern in good faith. Any employee, including any officer or supervisor, who engages in such actions (including discharge, demotion, suspension, threatening, harassing, or in any other manner discriminating against a reporting person because of any lawful act done by the reporting person) shall be subject to discipline, up to and including dismissal of the employee. Any instances of retaliation, retribution, or harassment against reporting persons should be brought to the attention of the Ethics Review Team or the Board of Directors, as appropriate, who will investigate the matter and determine the appropriate remedies or sanctions, if any.
- Amendments and Waivers. Amendments to, exceptions from or waivers of this Code must be in writing and approved by the Board of Directors, and shall be promptly disclosed to shareholders in accordance with applicable law and rules of the SEC and Nasdaq.
- No Rights Created. This Code is a statement of certain fundamental principles, policies and procedures that govern the Covered Officers in the conduct of the Company’s business. It is not intended to, and does not, create any rights in any employee, customer, supplier, competitor, shareholder or any other person or entity.