THE WARNACO GROUP, INC.
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
The Warnaco Group, Inc. (the “Company”) is committed to conducting our business in accordance with the Warnaco Employee Handbook and any successor or supplemental policies, applicable laws, rules and regulations and the highest standards of business ethics, and to full and accurate financial disclosure in compliance with applicable law and accounting principles. This Code of Ethics, applicable to the Company's Chief Executive Officer, Chief Financial Officer, Chief Administrative Officer and Vice President of Financial Administration and Reporting and Treasurer (together, “Senior Officers”), sets forth specific policies to guide you in the performance of your duties.
As a Senior Officer, you must not only comply with applicable law. You also have a responsibility to conduct yourself in an honest and ethical manner; and you have leadership responsibilities that include creating a culture of high ethical standards and commitment to compliance, maintaining a work environment that encourages employees to raise concerns, and promptly addressing employee compliance concerns.
The Warnaco Employee Handbook and any successor or supplemental policies set forth the fundamental principles, policies and procedures that govern the conduct of our business. You are bound by these principles, policies and procedures (including, but not limited to, those relating to equal employment opportunity, non-harassment and promotion and transfer, as well as the standards of conduct described in the Warnaco Employee Handbook) and any successor or supplemental policies, including this Code of Ethics and the Company's policies regarding confidentiality and trading in Company securities.
Compliance With Laws, Rules And Regulations
You are required to comply with the laws, rules and regulations that govern the conduct of our business and to report any suspected violations in accordance with the section below entitled “Compliance With Code Of Ethics.”
A conflict of interest occurs when your private interests interfere in any way, or even appear to interfere, with the interests of the Company. Your obligation to conduct the Company's business in an honest and ethical manner includes the ethical handling of actual or apparent conflicts of interest between personal and business relationships. Before making any investment, accepting any position or benefits, participating in any transaction or business arrangement or otherwise acting in a manner that creates or appears to create a conflict of interest, you must make full disclosure of all facts and circumstances to, and obtain the prior written approval of, the General Counsel and the Chairman of the Audit Committee of the Board of Directors.
It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in all other public communications made by the Company. As a Senior Officer, you are required to promote compliance with this policy by all employees and to abide by Company standards, policies and procedures designed to promote compliance with this policy.
If you know of or suspect a violation of applicable laws, rules or regulations or this Code of Ethics, you must immediately report that information to the General Counsel or the Chairman of the Audit Committee. No one will be subject to retaliation because of a good faith report of a suspected violation.
Violations of this Code of Ethics may result in disciplinary action, up to and including discharge. The Audit Committee of the Board of Directors shall determine, or shall designate appropriate persons to determine, appropriate action in response to violations of this Code.
Waivers Of Code Of Ethics
If you would like to seek a waiver of the Code of Ethics you must make full disclosure of your particular circumstances to the General Counsel and the Chairman of Audit Committee of the Board of Directors. Changes in and waivers of this Code of Ethics will be publicly disclosed as required by applicable law and regulations.
This Code of Ethics is a statement of certain fundamental principles, policies and procedures that govern the Company's Senior 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.