|Code of Conduct for Members of the Board of Directors|
CODE OF CONDUCT GUIDELINES
MEMBERS OF THE BOARD OF DIRECTORS
The Board of Directors (the “Board”) of Pacific Sunwear of California, Inc. (the
“Company”) has adopted the following Code of Conduct Guidelines (the “Guidelines”) for
directors of the Company. These Guidelines are intended to focus the Board and each director on areas of ethical risk, provide guidance to directors to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. Each director must comply with the letter and spirit of these Guidelines.
No guidelines or policy can anticipate every situation that may arise. Accordingly, these
Guidelines are intended to serve as a source of guiding principles for directors. Directors are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of these Guidelines to the attention of the Chairman of the Nominating and Governance Committee, who may consult with inside or outside legal counsel as appropriate.
Directors who also serve as officers of the Company should read these Guidelines in conjunction with the Company’s code or codes of conduct applicable to officers and employees.
Conflict of Interest.
A conflict of interest exists in any situation in which the Company has an interest and the interest (personal or financial) of a director is or may also be involved. A conflict of interest is deemed to exist whenever a director is in a position, as a result of the nature or responsibilities of his or her service on the Board of the Company, to further any personal or financial interest of the director or a member of the director’s immediate family. Any situation which may be construed to be a conflict of interest should be avoided. If a director believes he/she or another director is involved in a conflict of interest or a potential conflict of interest, the director must consult with the other members of the Board, and the disinterested directors shall have authority to approve or disapprove of any such conflict of interest or potential conflict of interest. Other persons who become aware of an actual or potential conflict of interest involving a director may contact the disinterested members of the Board, or call the Company Corporate Governance Hotline at (800) 850-9537. The Corporate Governance Hotline can be called anonymously, if desired. All calls to the Corporate Governance Hotline are confidential and will be handled by investigation and action, if warranted. No retaliation or adverse action may be taken by the Company or any of its employees or directors against anyone for good-faith reports of questionable behavior.
These Guidelines do not attempt to describe all possible conflicts of interest which could
develop. Some of the more common conflicts from which directors must refrain, however, are set out below.
- Relationship of Company with third parties. Directors may not engage in any conduct or activities that are inconsistent with the Company’s best interest or that disrupt or impair the Company’s relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship.
- Compensation from non-Company sources. Directors may not accept compensation, in any form, for services performed for the Company from any source other than the Company.
- Gifts. Directors and members of their families may not offer, give or receive gifts from persons or entities who deal with the Company in those cases where any such gift is being made in order to influence the director’s actions as a member of the Board, or where acceptance of the gifts could create the appearance of a 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 director to adhere to the standards and restrictions imposed by those laws, rules and regulations.
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, 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 Company’s directors, 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 Audit Committee or the Company Corporate Governance Hotline.
Reporting of Violations; Enforcement.
All directors of the Company are responsible for bringing violations of these Guidelines promptly to the attention of the Ethics Review Team or other members of the Board of Directors, as appropriate. Any director who shall be found to have violated these standards and practices shall be subject to appropriate disciplinary action.
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 directors are strictly prohibited from engaging in retaliation, retribution, or any form of harassment directed against anyone (including another director) who reports a compliance concern in good faith. Any director who engages in such actions shall be subject to discipline. 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 (or any committee thereof), 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 directors 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.