Report / Business plan template

Policy-Standard heading
Code of Conduct

© Pacific BrandsVersion 1.0

Revision November 2011Next revision November 2012

Page 1 of 17

Introduction

What does our Code cover?

Who must follow our Code?

Values and behaviours

You and your accountabilities

Pacific Brands’ policies

Compliance with laws and regulations

Bribery and corruption

Conflicts of interest

Honesty

Political donations

Ensuring financial integrity

Communications

Continuous disclosure and public communications

Confidential information

Intellectual property

Ways of working

Speaking up

Disclaimer

Policy review

© Pacific BrandsVersion 1.0

Revision November 2011Next revision November 2012

Page 1 of 17

Code of Conduct

Introduction

At Pacific Brands we make things everyday people love most. And we love doing it.

Working with us means something different.

Our culture is dynamic – we own it and we own its success. We are the custodians of powerful brands and we set their clear direction. Our values and behaviours underpin the way we work across all our brands. They define how we do what we do.

The Pacific Brands Code of Conduct (our Code) is one of the ways we put our values and behaviours into practice.It's built around the recognition that everything we do in connection with our work at Pacific Brands will bemeasured against the highest possible standards of integrity and ethical conduct.

Our future success and reputation rely on the way we work with our customers, suppliers and other external partners. It also relies on the way we work with each other. That’s why it’s important that we have a shared understanding of how we work together and a clear framework to guide our actions and intentions, in the workplace and in the communities we operate in.

What does our Code cover?

Our Code outlines our expectations for acting responsibly and ethically in the workplace across a range of issues such as:

  • fair dealing
  • conflicts of interest
  • honesty
  • communications
  • continuous disclosure
  • ways of working

Our Code does not include every ethical issue that we might face, nor every law and policy that applies to Pacific Brands.Sometimes when it comes to how we need to behave in business, there are no clear rules and regulations and we need to exercise good judgement.

Our Code and values and behaviours are the guiding principles we must use in any situation.

Who must follow our Code?

Our Code applies to everyone who works for Pacific Brands, in each country where we conduct business. Each of us - as an employee, contractor, agent, representative or director is expected to conduct business in line with our Code, and all relevant laws and regulations.

Failure to do so can result in disciplinary action, including termination of employment.Moreover, while the Code is specifically written for our employees and directors, we expect contractors, consultants and others who may betemporarily assigned to perform work or services for Pacific Brands to follow the Code inconnection with their work for us.

If you have any questions about our Code you can contact your manager, HR, GM Risk & HR Services or the legal team.

Values and behaviours

How we work is as important as the results we achieve. Our values and behaviours are core to our business. The way we lead, the work we do, the relationships we build and the fun we have all work towards creating amazing products that our consumers love.

Our values and behaviours come from our people and they are for our people. All employees at Pacific Brands are required to live our values and behaviours – our shareholders expect it and it’s our commitment to one another about how we will treat each other and how we expect to be treated.

Our values are:

  • Energy and Commitment
  • Straight Talk
  • Informed Decisions
  • Ownership
  • Collaboration

You can find more information about our values and behaviours from your manager or HR.

You and your accountabilities

Our Code and values and behaviours are the framework for how we do business and work in conjunction with specific group, country and business unit policies. All of our policies are located on the intranet.

As an employee, contractor, agent, representative or director of Pacific Brands

You need to know and understand what’s required of you when doing business. You need to comply with all relevant laws, regulations and policies that apply to your job, operate professionally and ethically, consistent with our values, and expected behaviours. You are ultimately responsible for your actions.

As a people leader

You need to communicate and demonstrate effective behaviours that reinforce our Code when you interact with your team and with others. This means making sure that all activities you undertake on behalf of the business are in line with our values. It also means giving your team feedback or advice so that their behaviour is consistent with our Code.

As a business leader

You need to take overall accountability for communication, monitoring and compliance of our Code within your area of the business. You are also accountable for taking appropriate action if someone in your business unit breaches any part of our Code.

Personal conduct

The Pacific Brands values are at the core of all our activities and by demonstrating and adopting each of these values, we will maintain a high standard of ethical and socially acceptable conduct.

We are committed to a respectful workplace with regard for others, and this means we don’t:

  • insult people
  • put down people or their ideas
  • send emails which are rude or disparaging

It’s simple - don’t be rude or dismissive to, or about your colleagues or management.

As an employee, contractor, agent or representative of Pacific Brands you must carry out your obligations and responsibilities to the organisation appropriately, extend normal business courtesies in a professional manner and act with trust, loyalty and respect towards your colleagues, suppliers, customers and other key stakeholders.

You are responsible for reporting any concerns you have about potential violations of our Code to your manager, HR or the GM Risk & HR Services. If you feel unable to raise an issue in this way, you can make a confidential, anonymous call to the “Faircall” line, administered by KPMG, to report unacceptable or undesirable conduct.

Contact numbers for “Faircall” are:

© Pacific BrandsVersion 1.0

Revision December 2011Page 1 of 17

Code of Conduct

  • Australia: 1800 500 965
  • New Zealand: 0800 777 720
  • North China: 108006500620
  • South China: 108002652593
  • Hong Kong: 800905509
  • United Kingdom: 0808 234 7091
  • Malaysia: 1800 806 400
  • Indonesia: 8 0365 7094

© Pacific BrandsVersion 1.0

Revision December 2011Page 1 of 17

Code of Conduct

Whistleblower protection

Pacific Brands believes it is important that employees who wish in good faith to report any improper conduct be empowered to do so without fear of reprisal.

Improper conduct is any conduct that is prohibited under our Code.

If an employee reasonably suspects that another employee is or could be involved in any improper conduct which is of a serious nature, the employee should report it to Pacific Brands’ legal team or the “Faircall” line.

KPMG or Pacific Brands’ legal team will investigate any reported improper conduct while protecting the confidentiality of the identity of the whistleblower. The identity of the whistleblower will only be disclosed where it becomes necessary because of pending litigation or where there is some other overriding reason for disclosure. Disclosure will be made only after the whistleblower has been informed of the need for it.

All reports will be investigated discreetly, and only those persons who need to know the fact, and the details, of a report, will be informed of it. This may include the board of directors or the Chief Executive Officer in seriouscases or where the report alleges a breach of the Corporations Act. Where necessary, we might engage external resources to assist with an investigation.

Pacific Brands will not tolerate any form of harassment or retaliation against employees who, in good faith and without malice, report improper conduct in accordance with thisCode. A whistleblower’s confidentiality also receives statutory protection under the Corporations Act where a report relates to a potential breach of the Corporations Act.

Pacific Brands’ policies

Pacific Brands has policies and guidelines in relation to a range of matters impacting your conduct in the workplace, including:

  • continuous disclosure of material information
  • guidelines for dealing in securities (shares)
  • occupational health and safety
  • equal employment opportunity
  • privacy
  • email and internet
  • online behaviour and social networking
  • drugs & alcohol
  • avoidance of bullying

You need to be familiar with and adhere to the requirements of each of these policies and guidelines at all times.

Copies of all relevant policies and guidelines are available on the Pacific Brands policies page on the intranet. If you have any questions regarding any of the Pacific Brands policies at any time, you should contact your manager or HR.

Delegated authorities and limits

The purpose of the Delegated Authorities and Limits Policy (DALs) is to provide authority to certain managers and employees whilst maintaining appropriate internal controls.

The DALs outline general principles which reflect how we expect our employees to behave when exercising their authority as well as some specific limits to indicate at which level an activity can be approved.

Compliance with the DALs is mandatory and all employees should ensure they are aware of and understand the authority levels that apply to their role. The DALs can be found on the policies page of the intranet.

Compliance with laws and regulations

Every person covered by our Code, whatever their role and position, should be aware of, and comply with, the duties and obligations which apply to us under any laws, legislation or regulations relevant to our work.

We encourage you to participate in our various training programs to ensure that your knowledge remains up to date and that you remain abreast of relevant legal and industry developments.

Competition and Consumer Act

All employees are responsible for abiding by the rules of the Competition and Consumer Act in Australia and relevant legislation in other countries in which Pacific Brands operates.

Pacific Brands and its employees have an obligation to comply with the requirements of the Competition and Consumer Act(and equivalent overseas legislation) when dealing with external parties. This involves avoiding the use of misleading or deceptive statements, refraining from engaging in collusive or anti-competitive conduct with other companies and so on.

The legislation was written to ensure that businesses compete on an equal and fair basis. It forbids a number of “anti-competitive” activities. It also provides a set of standards to protect consumers.

Examples of activities that are prohibited by this legislation include:

  • deceiving a customer about the price or discount of a product
  • making a false claim about the warranty or performance of a product or where it was made
  • imposing any conditions on the purchase of a product, e.g. forcing a customer to get a necessary component from another party
  • making an agreement with a competitor to fix credit terms or prices
  • making derogatory comments about a competitor or their products

Pacific Brands offers training to employees to ensure they understand their obligations under this legislation. For further information and advice or if you are faced with a situation which you think may be a breach of the Competition and Consumer Act (or its equivalent), contact the legal team.

Bribery and corruption

Like all businesses, Pacific Brands is subject to numerous laws in the countries in which it operates that prohibit bribery in virtually every kind of commercial setting.

The rule here is simple - don't bribe anybody, anytime, for any reason.

You should also be careful when you give gifts or pay for entertainment or other business courtesies on behalf of Pacific Brands. You must avoid the possibility that the gift, entertainment or other business courtesy could constitute or be perceived as, a bribe, so it's always best to provide such business courtesies infrequently and, when you do, to keep their valuemodest. Gifts, donations and hospitality are discussed in more detail further in this policy.

Please ensure your read and understand the Pacific Brands Fraud and Corruption Policy on the intranet and if you need further information or if you are faced with a situation which you think may involve bribery or corruption, please contact the legal team, GM Risk & HR Services or contact the Faircall line if you would prefer to remain anonymous.

Conflicts of interest

In working at Pacific Brands, we have an obligation to always do what's best for the companyand our customers. When you are in a situation where competing loyalties could cause youto pursue a personal benefit for you or your friends or family at the expense of Pacific Brands or our customers, you may be subject to a conflict of interest.

All of us should avoidcircumstances that present even the appearance of such a conflict.

When faced with a potential conflict of interest, ask yourself:

  • Would this relationship or situation embarrass me or Pacific Brands if it showed up onthe front page of a newspaper?
  • Am I reluctant to disclose the relationship or situation to my manager or HR?
  • Could the potential relationship or situation create an incentive for me, or beperceived by others to create an incentive for me, to benefit myself, my friends orfamily or an associated business, at the expense of Pacific Brands?

If the answer to any of these questions is 'yes,' the relationship or situation is likely tocreate a conflict of interest, and you should avoid it.

Any person covered by our Code is responsible for notifying their manager or HR if he or she suspects that there is a conflict of interest or a potential conflict of interest. If you are concerned that you have a potential conflict of interest you should disclose and discuss the matter with, and seek direction from your manager, HR, GM Risk & HR Services or our legal team.

The following are examples of a conflict of interest:

  • working for a competitor at week-ends or night shift
  • owning a business in competition with Pacific Brands
  • engaging in a family business which interferes with your performance or achievement of KPIs

Set out below is a discussion of some common examples of activities or interactions that may constitute actual or apparent conflicts of interest that should be avoided, but this is not intended to be an exhaustivediscussion of potential conflicts of interest.

Improper personal benefits

You should not exploit your position with Pacific Brands for personal gain. For example, conflicts of interest can arise when you or a member of your family receives improper personal benefits as a result of your position.

Gifts

Pacific Brands has extensive dealings with companies based in countries where gift-giving has important cultural significance and plays an important role in business relationships. While you should be aware and respectful of such cultural practices, we encourage you to remain mindful that accepting gifts or entertainment from a customer, supplier, partner or competitor can easily create the appearance of a conflict of interest.

We encourage you not to accept a gift in circumstances in which it would appear to others that your business judgement has been compromised, nor put yourself or Pacific Brands in a position that would be embarrassing if the gift was made public.

The following principles should be adopted when considering gifts:

  • never solicit goods or services from our business contacts for personal benefit
  • don’t accept gifts or services where it is apparent that they are being given with the intention of influencing Pacific Brands business dealings
  • you may accept an unsolicited gift or benefit where the value is less than $100 or of an inconsequential or trivial nature and there is no apparent influence intended.
  • where the value is estimated to be greater than $100 and refusal may offend, you need to speak with your manager (unless your manager approves this, it should be returned without delay with an explanation of the company policy)
  • prizes won as a result of conducting official business must be reported to your manager and where the value is greater than $100 they should be donated to a charity or raffled off, with the proceeds going to a charity
  • never accept gifts of cash or cash equivalents (e.g. gift certificates or prepaid gift cards)

However, if you are in doubt as to the appropriateness of a gift please check with your manager, Human Resources manager, the GM, Risk and HR Services or the General Counsel.

Functions

Where invitations to local sporting, social and cultural functions are offered, care should be taken to ensure that your presence does not imply an inappropriate relationship with the host or preference in your dealings with that person. Entertainment of (or by) clients and suppliers should be modest in nature and not extend beyond a level reasonably required to maintain an arms length business relationship. Importantly, if attending a function, any related travel or accommodation costs are your personal responsibility.

Take care when accepting any items so that there is no misunderstanding created in terms of there being any reciprocation or “tied” benefit.

Hospitality may be common during a period of deal or contract negotiation; however it is likely to give the appearance of undue influence. As such employees who are offered hospitality in these circumstances should clear it with their General Manager to avoid an appearance of undue influence.

Financial interests in other businesses

You should avoid having an ownership interest in any other enterprise if that interest compromises or appears to compromise your loyalty to Pacific Brands. This will not normally apply to interests in listed entities. However, if you have any doubt about such an interest, you should consult with your manager, HR, GM Risk & HR Services or the legal team.

In particular, you must not:

  • engage in any business transaction with Pacific Brands unless you have the express written approvalof the General Counsel
  • own an interest (other than a minor shareholding in a publicly listed company) in any organisation doing or seeking to do business with Pacific Brands (this may include a supplier of products or services or an interest in a property leased by Pacific Brands)
  • perform services for a competitor (or likely competitor) of Pacific Brands
  • havean interest in any competitor or likely competitor of Pacific Brands. Should you own an interest in any organisation which becomes a competitor (other than a minor shareholding in a publicly listed company), you must address this immediately with the General Counsel.

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