a message from dave - deckers code of ethics.pdf · menu deckers brands | code of ethics 8 get up...

At Deckers, we know that the products we create are more than

just accessories—they are the foundation for our everyday

journeys, whether we are hiking our favorite trail, running a

marathon, dancing at our wedding or walking to work.

Just as a good pair of shoes provides the foundation for our

everyday life, our Deckers values are the foundation for the

way we do business. To help us make good choices, this Code

of Ethics sets forth the basic legal and ethical guidelines we

follow. This Code is more than words on paper. It embodies the

Deckers culture we all know is truly one of a kind..

Please read the Code. Take some time to really think about what

it says. Talk about it with others. Make a commitment to follow it

and be guided by its values.

If you finish reading this Code and are still unsure how to act,

have a question or want to voice a concern, our doors are always

open. Please reach out to a leader you trust or use the other

resources listed in our Code. We are committed to protecting

those who raise honest concerns from any form of retaliation.

When we make good choices, we not only live up to our Deckers

values, but we fulfill our commitment to our stakeholders—from

our customers to our business partners to our stockholders.

Dave Powers

CEO

A MESSAGE FROM DAVE

THE BASICS

4

MENU Who We Are: One Vision, Many Teams, One Family . . . . . . . .

Our Fearless Leaders. . . . . . . . . . . . . . . . . . . . . . . . . .

. 5

. 6

L.A.C.E.S. Team . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

GET UP, STAND UP 7

No Retaliation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Code of Ethics Violations . . . . . . . . . . . . . . . . . . . . . . . . 9

Support . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Ethics Line—How to Connect . . . . . . . . . . . . . . . . . . . . . . 9

OUR DECKERS FAMILY 11

How We Treat Each Other . . . . . . . . . . . . . . . . . . . . . . . . 12

Safety and Health. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Agents, Consultants and Professional Services . . . . . . . . . . . . 14

Recording Your Time . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Other Work Standards . . . . . . . . . . . . . . . . . . . . . . . . . . 15

MAKING GOOD CHOICES 16

Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Corporate Opportunities. . . . . . . . . . . . . . . . . . . . . . . . . 18

Gifts, Hospitality and Other Payments . . . . . . . . . . . . . . . . . 19

Prohibition of Bribes and Improper Payments . . . . . . . . . . . . 22

Fraud and Theft. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Compliance with Laws and Fair Dealing . . . . . . . . . . . . . . . . 23

Antitrust and Competition. . . . . . . . . . . . . . . . . . . . . . . . 23

Government Agency Complaints and Requests for Information . . 24

Anti-Boycott . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

PROTECTING WHAT MAKES US SPECIAL 25

Confidential and Personal Information . . . . . . . . . . . . . . . . . 26

Social Media. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Insider Trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Accurate Records and Reports . . . . . . . . . . . . . . . . . . . . . 29

Safeguarding Assets and Records . . . . . . . . . . . . . . . . . . . 30

Computing and Information Resources . . . . . . . . . . . . . . . . 30

Trademarks and Counterfeit Merchandise . . . . . . . . . . . . . . . 31

Media Inquiries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

DOING GOOD BUSINESS 32

Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Social Responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Commitment to Human Rights . . . . . . . . . . . . . . . . . . . . . 33

Political Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Product Safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

Suppliers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Intellectual Property Rights of Others . . . . . . . . . . . . . . . . . 35

RESOURCES FOR MAKING GOOD CHOICES 36

More Resources. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Our Other Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Technical Notes from the Legal Department . . . . . . . . . . . . . 38

Waiver of the Code for Executive Officers and Directors . . . . . . 38

Ethics Line. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

DECKERS BRANDS | Code of Ethics

DECKERS BRANDS | Code of Ethics 4 MENU


THE BASICS

Who We Are: One Vision, Many Teams, One Family

We are not a holding company. We are people. We are surfers,

musicians, skateboarders, paddlers, dreamers, explorers, activists,

raconteurs, sophisticates, extroverts, introverts, urbanites,

suburbanites, natives, foreigners, hikers, go-getters, poets, lovers,

fighters, men, women, and children at heart. And while we come

from different backgrounds and have different interests, we all

celebrate our Deckers values.

Our good name and reputation depend on the actions of each

and every one of us. Our individual actions must be guided by

kindness, honesty, and courageousness each and every day.

We are all in this together. While no code can cover every

situation, we look to this Code to provide guidance and information

on making good decisions as individuals and as an organization.

This Code applies to Deckers Brands, its sub-

sidiaries worldwide and each of their respec-

tive employees,

directors and officers.

In addition to this Code, we have additional

policies that provide more detail and guidance

for specific situations. You can always access

our most up-to-date policies at any time on

our Intranet. How will you know how to make

decisions that illustrate our values? Read the

Code. Ask for help. Listen to your inner voice.

Speak up.

CELEBRATE OUR DECKERS WAY


THE BASICS

Our Fearless Leaders

Our leaders—our mentors, colleagues, and confidantes—hold a

special position of trust and influence. Leaders are our everyday

ambassadors, entrusted to “walk the walk” and embody this

Code in everything they do. Leaders include anyone with direct

reports—from retail store managers to vice presidents, to Board

members, and everyone in between.

A note to the leaders: talk about the Code with your team. Lead

by example. Refer to this Code often. Open your door for questions

and concerns.

L.A.C.E.S. Team

L.A.C.E.S.—which stands for Leaders in Accountability through

Compliance, Empowerment, and Support—helps us put

programs, trainings, and policies in place that support our ethical

work environment. It seeks to empower each of us to make good

choices. Our L.A.C.E.S. Team is comprised of employees in the

Legal Department, Internal Audit, and HR and reflects who we

are as a company and the team is always here to help. You may

contact the L.A.C.E.S. team via [email protected].

mailto:[email protected]


GET UP STAND UP


GET UP STAND UP

We all must make good choices, each and every day. Part of

that is speaking up when we have questions

or concerns.

Q: What should I do if I feel that a co-worker or local leader is in violation of our Code, but I do not want to talk to them for fear of retaliation?

A: We have a strict policy against any retaliation. However, if you do not feel comfortable talking to someone who you believe may be in violation, you can talk to Legal, HR, L.A.C.E.S. Team or call or email the Ethics line.

Reporting a violation can be done directly, indirectly or, in most

offices, anonymously.

Failing to report a violation—intentionally or not—of this Code

could be harmful to all of us and, if later discovered, may result in

discipline, up to and including termination of employment. Rest

assured—all allegations will be investigated and handled promptly,

discreetly and in accordance with the law.

No Retaliation

You may report any suspected violation of our Code, policies or

the law without fear of any direct or indirect retaliation or any

negative impact on your employment.

We strictly prohibit retaliation against any person for reporting in

good faith a possible violation or participating in an investigation

involving possible misconduct. It does not matter whether any

misconduct is uncovered. You must only deliver your report

honestly and sincerely.

We will investigate reports of retaliation and will take appropriate

action to prevent future violations.

If you believe someone is not living up to our

Code, policies or the law, or if you are unsure

how to handle a situation, here are some options

for taking action:

• Our doors are always open. Stop by and talk to your local leader,

another leader with whom you are comfortable, HR, or Legal

• Contact L.A.C.E.S. team via [email protected]

• Call or email our Ethics Line

o Via phone: See the numbers listed in the resources guide.

o Via web: www.deckers.ethicspoint.com

• Use our Resources Guide at the end of this Code for additional contacts


https://secure.ethicspoint.com/domain/media/en/gui/34024/index.html


GET UP STAND UP

Code of Ethics Violations

If conduct is determined to violate our Code, policies or the law,

violators may be subject to disciplinary action, up to and including

termination. Violators may also be subject to civil or criminal

prosecution for violating the law.

Support

We are here to support you. In the real world, choices are difficult,

and decisions can be personal and emotional. Laws and regulations

concerning ethical issues are often complex. Our Code gives us

guidelines and expectations for making accountable decisions,

but no Code can provide guidance for every question that may

come up.

When in doubt, always ask before acting. We are here to

help you!

Ethics Line—How to Connect

Our Ethics Line is free, confidential, and available 24-7 to

employees around the world. Our Ethics Line is operated by an

independent company that will gather information from you.

Interpreters are available, if needed. You can report any

concerns to the Ethics Line via the web or over the telephone.

European Team

Our Ethics Line can only be used to report issues relating to

internal controls in finance, accounting, or banking, or issues of

competition or anti-corruption. Your privacy will be maintained

in accordance with European data protection laws. If you have

a concern in any other area, please report it to your local leader,

another leader with whom you are comfortable, local HR, local

Legal, or L.A.C.E.S.

You can reach our Ethics Line:

o Via phone: See the numbers listed in the resources guide.

o Via web: www.deckers.ethicspoint.com

WE ARE HERE TO SUPPORT YOU

https://secure.ethicspoint.com/domain/media/en/gui/34024/index.html

GET UP STAND UP


Q: I think my co-worker may be violating the Code. Do I need actual proof before I report a violation?

A: There is no fault for a report made in good faith and honesty. We will inves tigate all reports and take action as needed.

All Others

Our Ethics Line may be used to report any concern related to

actual or potential violations of our Code, policy or legal violations.

You may choose to identify yourself or remain anonymous. All

Ethics Line reports will be provided to L.A.C.E.S. and Internal Audit,

which will ensure that all allegations are reviewed and

a d d r e s s e d .

If your concern relates to a material accounting, auditing, internal

control, or anti-corruption matter, it will also be communicated

to the Chair of the Audit Committee. If, at any time, you feel your

concern has not been adequately addressed, you may contact

our General Counsel.


OUR DECKERS FAMILY

Q: I just started in a new department and one of the supervisors likes to tell jokes that I find offensive. I’m sure the supervisor isn’t trying to hurt any- body and is just trying to be funny, but I find them insulting. What should I do?

A: You should try to talk to the supervisor and explain why the jokes are offensive. If the supervisor continues to make offensive remarks you should reach out to your local leader, LAC- ES, or HR representative. Deckers supports a fair and safe work environment.

How We Treat Each Other

We are about opportunity. Opportunity to create, to grow and

to have an impact. We want all of our people to be as successful as

they can be and to reach their full potential. And as a company, we

are committed to helping you reach those goals because we believe

that when our people are successful, we are successful.

The opportunity and success of each of us depends on a supportive,

healthy, and safe work environment. Because of this, we do not

tolerate any form of unlawful discrimination or harassment. We

must all take care to treat others the way we expect to be treated;

that is, as professional adults, respectful of our diverse workforce.

We comply with all laws relating to equal employment

opportunities. To the extent required by federal, state, or local

law, all employment decisions are made without regard to race,

color, gender, age, sexual orientation, gender identity, gender

expression, national origin, religion, marital status, pregnancy,

medical condition, physical or mental disability, veteran status,

and any other characteristics protected by federal, state or local

law.

We do not tolerate unlawful harassment. Harassing conduct can be

sexual or non-sexual, verbal or non-verbal, physical or non-physical.

Unlawful harassment harms us all by creating an intimidating,

hostile or offensive work environment.

We do not tolerate any act or threat of physical violence, including

intimidation or coercion.

Treat others as you would like others to treat you.


OUR DECKERS FAMILY

Safety and Health

We’re committed to providing a safe and healthy work environment

for our employees, customers, contractors, and vendors. To ensure

that our surroundings are safe and healthy, we must each adhere

to our safety policies, as well as related laws, and regulations.

Vendors must follow the guidelines outlined in the Supplier Code

of Conduct.

Take care of yourself by being attentive to your surroundings.

Make sure to let us know if any issue arises by reporting any

work-related injury or illness, no matter how minor.

We love having fun and celebrating with each other. Even at

Company-related social events, however, we expect all of our

employees to consume alcohol in moderation, use good judgment,

and follow the law. All of our employees, especially our leaders,

are expected to ensure that alcohol use doesn’t result in the

appearance of intoxication or inappropriate conduct.

Other than at Company-related social events when moderate

alcohol consumption is permitted, we expect our employees to

be completely sober while on-duty and never under the influence

of illegal drugs or any substance, legal or not, that may impair

your ability to work safely, or perform your responsibilities. Of

course, you must never possess, sell or transfer any illegal drugs

on Deckers’ premises.

Sexual harassment can include:

• Unwanted sexual advances or propositions;

• Offering employment benefits in exchange for sexual favors;

• Making or threatening reprisals after a negative response to sexual advances;

• Visual conduct such as leering, sexual gestures, displaying of sexually suggestive

objects or pictures, or electronic display, or dissemination of such material;

• Verbal conduct such as making or using derogatory comments, slurs,

jokes, or commentaries about a person’s body; and

• Physical conduct such as touching, tickling, assault or impeding or block

ing movements.

TAKE CARE OF YOURSELF


OUR DECKERS FAMILY

Agents, Consultants, and Professional Services

Who we are is a reflection of those we choose to surround

ourselves with.

Our business partners, including agents, distributors, consultants,

representatives, attorneys, independent contractors, external

temporary workers, and suppliers are expected to observe the

values set forth in this Code when conducting business with us

or for us.

Talk with our significant business partners about our values and

our expectations of them. Feel free to share this Code with our

business partners. Use business integrity as part of your

criteria when evaluating potential business partners.

RECORD YOUR TIME WORKED ACCURATELY


OUR DECKERS FAMILY

Recording your Time

If you are an hourly or non-exempt employee, make sure you

record your time worked accurately – whether scheduled or

unscheduled, overtime or straight time, authorized or unauthorized.

If you discover any mistakes in your time records, please let your

local leader or HR know as soon as possible so that inaccuracies

can be corrected promptly.

Other Work Standards

Our success depends upon the happiness and health of our

employees. We must take care of ourselves by following all

applicable laws and regulations regarding meal periods, rest

breaks, and employment of minors.

When recording your time, remember that hourly

employees should never:

• work without pay, including not recording hours for work done at home;

• move hours from one day to another on a time record to avoid or

accrue overtime;

• record time for a co-worker or ask a co-worker to record time for you;

• inaccurately record time worked; or

• remove correctly recorded hours from a time record.

HAPPINESS AND HEALTH OF OUR EMPLOYEES


MAKING GOOD CHOICES

Conflicts of Interest

We depend on each other to act in the best interest of Deckers

at all times. Conflicts of interests—even just the appearance of a

conflict—can interfere with our ability to fulfill this duty.

What is a conflict of interest? Simply, it’s when your personal

interest or involvement in a situation interferes, or appears to

interfere, with your ability to act objectively, and in the best

interest of Deckers.

If the answer to any of these questions is yes or maybe, discuss

the situation with your local leader or HR.

Some common situations that may be a conflict of

interest are:

Doing business with family members or close personal friends:

We must be very careful when doing business with family members

or close personal friends – such as hiring your brother’s company

to perform services for Deckers or leasing a retail location owned

by your best friend. Therefore, you must get written approval

from the Legal Department and your local leader before doing

any business with family members or close personal friends. If

your relative is employed or seeking employment at Deckers,

please see the “Personal Relationships at Work” section below

for guidance on how to handle that situation.

Holding a significant financial interest in a competitor or

business partner: You must get written approval from the Legal

Department and your local leader for any material financial interest

in a competitor or business partner.

Not sure if there is a conflict of interest? Ask yourself these questions:

• Will I, my family, or a close friend benefit personally from my involvement?

• If this situation becomes public, will I, or Deckers be embarrassed?

• Will this interfere with my ability to do my job?

• Would others think it might affect how I do my job?


MAKING GOOD CHOICES

Personal relationships at work: We must each act professionally

to make sure that our personal relationships and friendships don’t

make others uncomfortable or influence our business decisions.

Favoritism, open displays of affection, and business decisions

based on emotions or friendships rather than the best interests

of Deckers, must be avoided. If you supervise or work closely

with someone you are romantically involved with or related to,

you should talk to your local leader and HR to assist you in

making sure you separate your business responsibilities from

your personal relationship.

Working for a competitor or other business

partner: We must not use company resources

to support outside work. You must get the

written approval from your local leader and

HR before working outside of Deckers. If

you are working for any of our competitors

or business partners, you must get written

approval from the Legal Department and

your local leader.

Exception: If you work in a retail store or

distribution center and don’t supervise others,

you are pre-approved to work for other

employers as long as the work doesn’t

interfere with your responsibilities with us.

Serving as a director or officer of another organization:

For-profit: You need written approval from the CEO and the

General Counsel before serving as a director or officer of another

for-profit company.

Non-profit: Serving as a director or officer of a non-profit is a

great way to give back to our communities on your own time.

Just make sure to get the prior written approval of the General

Counsel if you are representing Deckers.

Corporate Opportunities

You may be exposed to business or investment opportunities

that you learn about in the course of your employment. You

may never take personal advantage of a business or investment

opportunity that you become aware of through your work at


MAKING GOOD CHOICES

Deckers, unless Deckers has chosen not to pursue it and you

have obtained the consent of the Legal Department and your

local leader.

Gifts, Hospitality and Other Payments

Business gifts and entertainment may help us build strong

working relationships with our business partner. But, giving

or receiving gifts or entertainment is not appropriate if it creates a

sense of obligation or puts our business judgment in question.

We must be careful to avoid even the appearance that a gift

or entertainment may influence a business decision.

Gifts can include goods or services but can also be any valuable

item. Examples include cash, gift cards, samples, discounts, personal

favors, tickets, and others. Entertainment includes events where

both the person offering and the person accepting attend.

Examples include meals, sporting events, shows, and more.

MAKING GOOD CHOICES


Q: What should I do if I receive a gift that is over $250, but declining would be culturally insensitive?

A: These can be tricky situations, but the L.A.C.E.S. Team is here to help you in these situations. The L.A.C.E.S. Team can help you return the gift without offending the giver or determine the appropriate disposition.

If there is a legitimate business interest that requires a gift or

entertainment that does not meet the above criteria, it must

be approved in writing in advance by the Legal Department.

Local leaders should consult with the Legal Department if you

have any questions about whether a gift or entertainment over

US$250 is reasonable in value.

Remember:

Use good judgment and moderation.

Don’t give or receive anything that creates a sense of obligation.

Of course, we must also never offer bribes or other improper

payments (discussed below).

Here are some guidelines for specific situations:

Business Meals: You may accept business meals as long as they

are infrequent and not extravagant.

Gifts to Others: Gifts to your family members, close personal

friends, or charities designated by you (other than through the

Deckers Goods program) are considered to be given to you for

the purposes of our Code.

How do you know if a gift or entertainment is okay?

You may only give or receive gifts or entertainment

if it meets ALL of the following requirements:

• Not lavish and is reasonable in value (if over US$250 in value, you must

obtain advance approval from your local leader)

• Infrequent

• In good taste

• Unsolicited

• Not cash or cash equivalent (like a gift c a r d )

• In an appropriate business setting

• Not for an improper purpose

• Recipient is not a government official

MAKING GOOD CHOICES


Q: What if during Chinese New Year I receive multiple red envelopes from differ ent employees of the same vendor, each individually is under $12 USD?

A: Although this may sound okay because each red envelope is under $12 USD, which is the maximum permitted under our Code, we must look at big picture. In this situation you must contact the L.A.C.E.S. Team. The L.A.C.E.S. Team eval uates these on a case by case basis.

Non-cash holiday gifts: You can accept non-cash holidays

gifts (such as gift baskets) as long as you share them with

your department.

Third-party trainings: If you get prior written approval from the

Legal Department, you may accept certain educational trainings

or conferences from third parties that are not lavish and are

reasonable in value.

Chinese New Year: During Chinese New Year, you may accept a

cash gift in the form of “Lai See,” but only for a nominal value

(up to HK $100 or its equivalent, which is approximately US $12).

We recognize that in some circumstances declining a gift or

hospitality given out of genuine generosity may be culturally

insensitive. In that situation, you may accept on our behalf, but

you should immediately report it to the Legal Department, which

will determine the appropriate disposition.

Gifts to our employees:

Any gifts or awards used in recognition of an employee’s service

outside of their regular compensation must follow our Employee

Gift Policy guidelines.

Gifts and entertainment to

government employees: This is a

sensitive area that is subject to

strict laws (including criminal).

Before providing gifts or

entertainment of any value

(even nominal such as a catered

lunch) to any government

employees or contractors, you

must get the written consent of

the Legal Department and your

local leader.

MAKING GOOD CHOICES


Prohibition of Bribes and Improper Payments

We work hard every day to find and build niche brands into

global lifestyle leaders through innovative design and marketing.

We take great pride in this work, and we want to succeed on

our merits. We must never engage in or promote corruption or

bribery, regardless of local customs.

It’s important that we follow all applicable anti-corruption

laws, including the U.S. Foreign Corrupt Practices Act and the

U.K. Bribery Act. We must never give, promise or offer bribes,

kickbacks, other improper cash payments, or anything else of

value to government officials, civil servants, or anyone else

with the ability to influence them.

Bribes generally include anything of value—no matter how small—

such as cash, charitable donations, loans, travel expenses, gifts,

and entertainment. Kickbacks generally are the return of money

already paid as a reward for making business arrangements.

We also cannot make improper payments through third parties,

including our agents and consultants. Direct and indirect bribes/

improper payments are all prohibited. In addition, facilitation

payments—typically small, unofficial payments made to secure

or expedite a routine government action by a government

official—are also prohibited, unless such a payment is necessary

to avert an imminent threat to life or health. In the unlikely event

such a payment is necessary, the Legal Department must be

notified as soon as p o s s i b l e .

Given the complexity of the laws relating to bribes and improper

payments, please contact the Legal Department with any questions

concerning your obligations under and compliance with these laws.

Some red flags to keep in mind:

• Are you doing business in a country that has a reputation for corruption?

• Are unreasonably high fees being requested?

• Are unusual payment methods being used (such as requests for cash)?

• Do the deliverables sound too good to be true?

WE WANT TO SUCCEED ON OUR MERITS

MAKING GOOD CHOICES


Fraud and Theft

Trust is a central element of the Deckers Way. We must

each ensure that our actions earn the trust of our Deckers family.

As part of this trust, we must not take or use company property

for personal purposes without permission. We must not deceive

one another, our business partners or our customers through

fraud, theft, embezzlement, or misappropriation of property.

Maintaining trust depends on each of us, every day.

Compliance with Laws and Fair Dealing

We keep it simple. Part of being accountable means following

all applicable laws and regulations. We must always follow all

relevant laws and regulations in the locations we do business. We

need to be accountable and understand the laws and regulations

that apply to your work and follow them.

Ask if you need help. We are all honest and open. When dealing

with employees, customers, and business partners, we must

always deal fairly. Don’t take unfair advantage of anyone through

manipulation, concealment, abuse of confidential information,

misrepresentation, or deception.

Antitrust and Competition

Boots for surfers. Sandals for whitewater rafting. Our success is

built on finding opportunity in unusual places and turning good

ideas into global lifestyle brands. In building our brands, we al-

ways want to succeed on our merits and compete fairly.

Competition, or “anti-trust” laws, require fair competition. These

laws seek to protect consumers by prohibiting business practices

that interfere with competition such as price fixing or dividing

markets. Both you and Deckers can face severe penalties (including

prison) for violations of these laws.

If you work in sales, marketing or procurement you should

familiarize yourself with these laws. Ask the Legal

Department for help.

ON EACH OF US,

MAKING GOOD CHOICES


If you’re still uncertain, talk to the Legal Department before beginning

any discussions or attending any meetings with competitors.

Government Agency Complaints and Requests

for Information

If you are contacted about a government complaint, contact the

Legal Department immediately. If you are asked by a government

official to provide written or verbal company information, notify

the Legal Department.

Anti-Boycott

You may come across a request to cooperate with an unsanctioned

boycott of another country that is “friendly” to the United States.

Sometimes these requests appear in bid invitations, purchase

contracts, letters of credit, shipping instructions, certificates of

origin, or in conversation. We cannot support such boycotts

and must report these requests to the U.S. government. If you

hear of such a boycott, contact the Legal Department.

Make sure you don’t:

• Talk to competitors about prices, marketing practices, other competi

tors, vendors, market allocation or geographic region. Be careful at trade

events and industry conferences.

• Influence the prices at which others resell our products, including our retailers.

• Make any statements (even jokes) that suggests an action will eliminate

competition (such as “this plan will crush our competition”).


PROTECTING WHAT MAKES US SPECIAL

Confidential and Personal Information

We are an innovative company with unique, cutting-edge

products and ideas.

Because of this, you may be exposed to confidential information

about Deckers or our business partners that people outside

Deckers are unaware of, such as unannounced products and

designs, business and marketing plans, financial information,

sales figures, intellectual property, discussions and deliberations

relating to business issues and decisions, and other materials.

Any information that is known only to the company’s employees

and trusted relationships—whether or not it is marked as

confidential—is confidential information that must be protected.

Confidential information is essential to our success,

and your obligation is to maintain the secrecy of confidential

information. You may only use this information for its intended

business purposes. You may not share it with any person who

could jeopardize the information’s confidential status. Your

obligation to maintain the secrecy of confidential information

exists while you are an employee and continues after your

employment ends.

Just as we have access to confidential business information,

we sometimes are entrusted with personal information about

co-workers, customers or other individuals, such as names,

addresses, email addresses, telephone numbers, Social Security

numbers, credit card or bank information, race, gender, religion,

sexual orientation, and other information. We follow the applicable

data privacy laws of all countries in which we operate. You must

act diligently to safeguard the confidentiality of such information

both while an employee of Deckers and after your employment

ends. You should not take or use confidential information or

materials from a previous employer and bring them to the company.



Q: I’m trying to develop a potential business partner ship with another company and need to disclose some information that may be confidential. I don’t want to lose this business opportu nity, what should I do?

A: You can have the com pany sign a nondisclosure agreement and submit it to the Legal Department. The nondisclosure agree ment can be found on Deckers Intranet in the Legal Department page.

Social Media

We expect you to use good judgment when using social

networking or media tools for personal reasons or in connection

with your role with Deckers. Always represent yourself in a

manner that reflects our ethical standards. Here are some general

guidelines to follow when you are using social networking or

media tools:

Here are some guidelines for how to handle

confidential and personal information:

• Only use for company purposes

• Never use for your own benefit or the benefit of others

• Only share with co-workers who truly need to know to do their jobs

• Don’t share outside the company unless there is an NDA or contract in place

• Return all such materials on or before your last day with us

• Nothing confidential should be downloaded, printed, or retained

in hard-copy form



Q: I just finished the de tailing on a great new shoe for next season’s line. Can I share an image of that shoe with my friends and family on a social media site? My settings are set so only friends and family can see my posts.

A: You shouldn’t share information about unan nounced product. Re member that when you post something on social media it is always public. Someone in your friends and family could share your image to the public.

You are legally responsible for the content you post. This means

you may be held personally liable for defamation, libel, disclosure

of trade secrets, obscenity, etc.

Insider Trading

We are innovators. We constantly look for new ways to improve

all aspects of our business, allowing us to stay ahead of the

curve. Because of our innovative nature and the fast-moving

pace of our business, you may become aware of important

information about us or another public company before it is

made available to the public. This information is referred to as

“material information” because it could influence a decision to

buy or sell our stock or another company’s stock.

• You may not publish or post sensitive, private or confidential customer,

employee and/or company information.

• If you witness or become aware of an actual or potential breach of sensi

tive, private or confidential information, or other inappropriate posting,

immediately notify your local leader or the Legal Department.

• Remember that social networking posts are available for others to see,

even when they are marked as private.

• Refrain from gossiping about other employees, customers, or vendors.

• Do not post pictures or videos of our premises without proper approvals.

• Ensure your posts do not create a real or perceived conflict of interest.



Trading on material information before it is public is called

insider trading and is both unethical and illegal. You personally

could face civil and criminal penalties.

In order to allow sufficient time for the market to react to information,

material information is considered public two full trading days

after a widely distributed press release is published. If you are

unsure whether information is material or has been released to

the public, contact the Legal Department.

Accurate Records and Reports

We are all responsible for keeping accurate business records; our

The information we submit as a part of our daily job duties—such

as time records, expense reports, payments, and other transactions—

has a critical impact on our business. We must be careful to provide

only complete, accurate, and timely information. Never make any

inaccurate or misleading entries in any company records.

What is material information? Some examples include:

• Sales or inventory figures

• Financial information

• Significant potential acquisitions

• Management changes

• Government investigations or other litigation

If you are aware of non-public material

information, you may not:

• Buy or sell stock of Deckers or a related company

• Share the information with o t h e r s

• Tell others to buy or sell stock of Deckers or a related company

reputation depends on it.

OUR REPUTATION DEPENDS ON IT



As a public company, our stockholders depend on us for accurate

and timely reporting of company information, including financial

results, and financial condition. All employees must comply with

company policies, procedures, and controls. Accounting and

financial reporting of transactions and forecasts must follow our

accounting policies as well as generally accepted accounting

principles and laws.

Make sure that you cooperate fully with our internal and external

auditors. Never take any action to coerce, manipulate, mislead, or

fraudulently influence any public accountant engaged in an audit

or review of our financial statements.

Safeguarding Assets and Records

Records and communications are company assets that we should

handle with care and respect. Remember that an important

aspect of proper recordkeeping is maintaining records according

to applicable laws, regulations, and our internal control procedures.

To help us maintain proper records, we may develop a record

retention schedule to tell us the length of time to retain documents

and data and when we should destroy them.

Keep in mind that some records may need to be preserved in the

event of litigation or a government investigation. If you receive

notification that a document you possess may be needed in

anticipated or pending litigation or investigation, make sure to

follow any guidelines set forth in the notification.

Check with the Legal Department if you have any questions.

Computing and Information Resources

When our people are successful, we are successful. To help further

this success, we use company telephones, computers, software,

network access, Internet and e-mail to improve productivity and

to efficiently manage proprietary information in a secure and

reliable manner.

Make sure you learn and follow our information security rules

that apply to the technology you use. Our security procedures

are designed to protect our confidential information.

CARE AND RESPECT



SUPPORT OUR BRAND PROTECTION EFFORTS

While we are allowed limited personal use of company-supplied

technologies, we must never abuse this privilege. Never use

company technology to perform illegal or unethical activities. Be

careful with electronic messages including email, text messages,

blogs, and social networking posts. These are permanent and can

be forwarded and altered.

Keep in mind that you must always protect our own and our

business partners’ confidential information, including social media.

Avoid posting information about our business practices, work

projects, clients, business partners, or other work-related information.

If you suspect that the security of personal or company computers

has been breached, please contact your local IT helpdesk.

Trademarks and Counterfeit Merchandise

We have spent years developing our brands and trademarks,

and they are some of our most valuable assets. Counterfeits

harm our business. We can all help support our brand protection

efforts by reporting any suspected counterfeit merchandise to

the Legal Department.

Media Inquiries

Please direct all media inquiries to our Corporate Communications

and Public Relations team within the Corporate Marketing

Department. Only speak to reporters on Deckers’ behalf if

authorized by Public Relations. Forward all media inquiries to

[email protected].

If you find counterfeit merchandise, please:

• note the name and location of the store; and

• notify the Legal Department immediately.



DOING GOOD BUSINESS

Environment

We believe in good business, the kind that helps our community

and our environment and inspires the younger generation.

We are committed to reducing the environmental i m p a c t

of our operations and our products. At a minimum, we must

all support this goal by complying with applicable environmental

policies and laws.

Social Responsibility

We seek to not only to do what is required by law, but we’re also

committed to supporting our communities, promoting human

rights and advancing corporate responsibility. We expect our

business partners to do the same.

Commitment to Human Rights

We support and respect the protection of human rights and strive

to conduct our business operations accordingly. This includes

standing against such tragedies as human trafficking and the

exploitation of children. We do not recruit child labor and we

strongly support the elimination of such practices.

Political Activity

We strive to make a difference in the world. It’s what sets us

apart. We are all encouraged to get involved with issues that are

important to us. Please make sure to respect the opinions of others

and do not promote any personal political views at work.

Political activity is carefully regulated by law and there are strict

guidelines against employees participating in political activity on

behalf of Deckers. For that reason, all political activity on behalf

of Deckers must be initiated or approved in advance by the Legal

Department. Make sure that your personal political involvement

is not associated with Deckers in any way.

Except as specifically permitted by law and expressly authorized

by company policy, no Deckers funds will be used to make

contributions or payments to political candidates or causes.

COMMITTED TO

COMMUNITIES


DOING GOOD BUSINESS

Lobbying includes general contact with elected officials regarding

legislative or regulatory issues that impact Deckers. Because

we are required to follow strict reporting requirements around

lobbying, the Legal Department must approve any lobbying activities

on behalf of Deckers, including retaining an external lobbyist.

Product Safety

We make unconventional products that are innovative and

unique. Although it is important that our products are innovative,

it is critical that the products we provide to our consumers are

safe. By providing products to the market that are safe, we further

establish ourselves as a leader in our industry. Our products

should always be designed, produced, tested, packaged, and

labeled in a way that is consistent with our company’s values

and of course they must also comply with applicable regulations,

laws and contractual obligations.

If you become aware of any unsafe practices or products you

must report this to your local leader.


DOING GOOD BUSINESS

Suppliers

Our Supplier Code of Conduct seeks to ensure that our suppliers

understand our expectations and that our values are maintained

throughout the entire supply chain. The Supplier Code of Conduct

requires our suppliers to meet certain labor and environmental

standards and to take responsibility for their business impacts,

correct problems and build systems to prevent problems

from reoccurring.

We source products from many different parts of the world. Each

country has its own laws and regulations governing business

dealings, purchases and transportation of products and goods.

There may also exist significant cultural and social differences

between the United States and our international sources that

could potentially impact the performance and standards of

operation of our global supply chain. Nonetheless, we are

committed to operational excellence and to compliance with

all applicable laws and regulations.

We require this standard in every aspect of our global supply chain:

global sourcing (finding the right products); quality control

(making sure the products meet certain product specifications

and safety requirements); logistics (delivering products to all

locations); accounting (paying for the products); customs

compliance (making sure the products are properly imported

into the country); operations (the safe handling and delivery of

the products to the customers); and exports (following proper

regulations in the assistance of the delivery of the products to

customers in other countries).

Intellectual Property Rights of Others

Our business depends on the value of our brands and our

intellectual property. Just as we expect others to recognize our

hard work, we respect the intellectual property rights of others.

We should never make unauthorized copies of copyrighted,

trademarked or patented materials, such as books, magazines,

newspapers, films, videos, music, websites, products, or

computer programs.

EXCELLENCE

DECKERS BRANDS | Code of Ethics 3v6 MENU

RESOURCES FOR MAKING GOOD CHOICES


More resources for questions about our Code and other policies:

Question About . . . . . . . . . . . . . . . . . . . . . . . . . Please Contact

Boycotts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Department

Bribes or Improper Payments . . . . . . . . . . . . . . . L.A.C.E.S. team

Competition Laws . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Department

Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . L.A.C.E.S. team

Discrimination or Harassment . . . . . . . . . . . . . . . Your local leader, another leader

with whom you are comfortable, HR

General Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . [email protected];

Extension 1337

Gifts or Entertainment . . . . . . . . . . . . . . . . . . . . . Legal Department

Government Requests for Information. . . . . . . . Your local leader, HR, or

Legal Department

Insider Trading or Material Information . . . . . . . Legal Department

International Trade Regulations . . . . . . . . . . . . . . Legal Department

Media Inquiries . . . . . . . . . . . . . . . . . . . . . . . . . . . . [email protected]

Extension 2813

Political Activities . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Department

Retaliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Your local leader, another leader

with whom you are comfortable,

HR, L.A.C.E.S. team, Ethics Line

Trademark Violations . . . . . . . . . . . . . . . . . . . . . . . Legal Department

Use of Third-Party Materials . . . . . . . . . . . . . . . . . Legal Department

Supplier Conduct . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate Responsibility



RESOURCES FOR MAKING GOOD CHOICES


Our Other Policies:

In addition to this Code, we have additional policies that provide more detail

and guidance for specific situations. Check out our other policies anytime on the

Intranet. We will update and may add additional policies from time to time, so

please refer to the Intranet for an up-to-date version.

Technical Notes from the Legal Department

This Code and the matters contained herein are not intended to create any contract

(expressed or implied), including and without limitation to, any employment contract,

a term of employment or a third-party contract. This Code and the matters contained

herein are subject to revision at the sole discretion of Deckers, and they are not a

guarantee of continuing Deckers’ policy. Deckers reserves the right to amend,

supplement or discontinue this Code and the matters contained herein, without

prior notice at any time.

Waiver of the Code for Executive Officers and Directors

If required by applicable laws, rules or regulations, including applicable stock

exchange listing standards, any waiver of this Code for directors or executive

officers may only be made by the Company’s Board of Directors and must be

promptly disclosed to the Company’s stockholders.

Ethics Line

United States and Canada. . . . . . . . . . . . . . . . . . . 855-503-8068

Austria . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0800-291870

China ....................................................................... 400-661-2102

France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0800-902500

Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0800-1016582

Hong Kong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 800-932266 or 800-96-1111

Japan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 00531-121520

Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0800-0226174

United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . 0800-032-8483

Macau. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0800-749

Vietnam. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .120-11067

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