Principal Executive

Code of Conduct for Principal Executive Officers and Key Financial Associates

RTW Retailwinds, Inc.


Document Quicklinks
Conflicts of Interest
Accurate Periodic Reports
Confidential Information
Compliance with Laws
Reporting Violations
Consequences of Non-Compliance with this Code
Amendment, Modification and Waiver

I. Introduction

The Nomination & Governance Committee of the Board of Directors of RTW Retailwinds, Inc. (the "Company") adopted this Code of Conduct for the Chief Executive Officer, Chief Operating Officer, and the Chief Financial Officer, the Controller (or other persons serving as the Company's principal executive officer, president, principal operating officer, principal financial officer or principal accounting officer), the head of internal audit and such other associates of the Company as the Committee may from time to time designate as key financial associates for purposes of this Code of Conduct (the "Key Financial Associate(s)"). This Code of Conduct is in addition to the Company's Code of Business Conduct, which is applicable to all directors and associates of the Company.

While the Company and its stockholders expect honest and ethical conduct in all aspects of our business from all employees, the Company and its stockholders expect the highest possible standards of honest and ethical conduct from you. You are setting an example for other employees and are expected to foster a culture of transparency, integrity and honesty. Compliance with this Code and all other applicable codes of business conduct or ethics adopted by the Board of Directors of the Corporation is a condition to your employment and any violations will be dealt with severely.

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II. Conflicts of Interest

A “conflict of interest” exists whenever an individual’s private interests in any way interfere or conflict with, or appear to interfere or conflict with, the interests of the Company or make, or appear to make, it difficult for the individual to perform his or her work for the Company objectively and effectively. Conflicts of interest arise when:

  • your personal interests interfere, or appear to interfere, in any way, with the interests of the Company (for example, you compete with the Company).
  • you take action for your direct or indirect benefit or the direct or indirect benefit of a third party that is inconsistent with the interests of the Company (for example, you cause the Company to engage in business transactions with a company you control or with friends or relatives);
  • you, or a member of your family, receive improper personal benefits as a result of your position in the Company (for example, you receive a loan or other benefit from a third party to direct Company business to a third-party).

Loans by the Company to, or guarantees by the Company of obligations of, Principal Executive Officers or Key Financial Associates or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances.  Personal Loans by the Company to, or guarantees by the Company of obligations of, any Executive Officer or their family members are expressly prohibited. 

Persons other than directors and executive officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with, and seek a determination and prior authorization or approval from, their supervisor or the Office of General Counsel. A supervisor may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first providing the Office of General Counsel with a written description of the activity and seeking the Office of General Counsel's written approval. If the supervisor is himself involved in the potential or actual conflict, the matter should instead be discussed directly with the Office of General Counsel.

Directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Audit Committee.

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III. Accurate Periodic Reports

As you are aware, full, fair, accurate, timely and understandable disclosure in the reports and other documents that the Company files with, or submits to, the Securities and Exchange Commission (the "SEC") and in the Company's other public communications is critical for us to maintain our good reputation, to comply with our obligations under the securities laws and to meet the expectations of our stockholders and other members of the investment community. You are to exercise the highest standard of care in preparing such reports and documents and other public communications, in accordance with the following guidelines:

  • all accounting records, and the reports produced from such records, must be in accordance with all applicable laws and regulations;
  • all accounting records must fairly and accurately reflect the transactions or occurrences to which they relate;
  • all accounting records must fairly and accurately reflect in reasonable detail the Company's assets, liabilities, revenues and expenses;
  • no accounting records may contain any false or intentionally misleading entries;
  • no transactions should be intentionally misclassified as to accounts, departments or accounting periods;
  • all transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period;
  • no relevant information should be concealed from the Company’s internal auditors, Audit Committee, full Board of Directors, or the independent auditors; and
  • compliance with the Company’s system of internal controls is required.

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IV. Confidential Information

Trade secrets and confidential or sensitive information must not be disclosed to any person (either inside or outside the Company) without a legitimate business reason. In no event should any confidential information or trade secrets be used by you for personal benefit or for the benefit of any competitor or other person. Associates with access to personal information about other Associates are required to safeguard the confidentiality of such information and to provide that information to others only when based upon a business need to do so, or when required by law as directed by the Nomination & Governance Committee.

V. Compliance with Laws

You are expected to understand and comply with both the letter and spirit of all applicable laws and governmental rules and regulations.

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VI. Reporting Violations

You are expected to report any violations of this Code of Conduct promptly to the Chairman of the Audit Committee of the Board of Directors.

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VII. Consequences of Non-Compliance with this Code

Violations of this Code will be reported to the Audit Committee. If you fail to comply with this Code of Conduct or applicable laws, rules or regulations (including without limitation all rules and regulations of the SEC) you will be subject to disciplinary measures, up to and including discharge from the Company, and any appropriate legal action.

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VIII. Amendment, Modification and Waiver

This Code may be amended or modified in writing by the Board of Directors of the Company. Waivers of this Code may only be granted by the Board of Directors or a committee of the Board of Directors with specific delegated authority and must be in writing. Waivers will be disclosed to stockholders as required by the Securities Exchange Act of 1934 and the rules thereunder and the applicable rules of the New York Stock Exchange.

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