To All Employees, Officers, and Directors:
Since we opened the doors more than 30 years ago, The Men's Wearhouse mission has been to maximize sales, provide value to our customers, and deliver top-quality customer service while still having fun and maintaining our values. It is our commitment to high ethical standards and quality relationships with each other and our stakeholders-you, our customers, our shareholders, and our vendors-that makes us a successful business and one of the best companies to work for.
Trust and respect are the cornerstones of our philosophy; our collective honesty, sincerity, integrity, responsiveness, authenticity, mutual goodwill, and caring for each other will allow us individually and as a company to achieve maximum success. They are also the cornerstones of our values; nurturing creativity, growing together, admitting to mistakes, promoting a happy and healthy lifestyle, enhancing a sense of community, and striving toward becoming self-actualized people. This Code of Business Conduct will help you ensure that these core values, our mission, and our integrity are internalized and perpetuated as we grow individually and as a company.
I am happy you have chosen to be part of our team, and with your help we will continue to be recognized as a great company characterized by high standards of ethical conduct in all that we do.
President and CEO of Men's Wearhouse
CODE OF BUSINESS CONDUCT
The purpose of this Code of Business Conduct is intended to give you - the employees, officers and directors of The Men's Wearhouse, Inc. and its operating subsidiaries (collectively, the "Company" or "TMW") - guiding principles to ensure that each of you conducts yourselves in an ethical manner consistent with the Company's core values of honesty, trust, respect and integrity and consistent with the Company's reputation as an industry leader in all that we do.
This Code, and the Company's commitment to the highest standards of ethical conduct and customer service, extends to all dealings with and among our stakeholders - you, our customers, our vendors and our shareholders.
The Company takes its commitment and this Code seriously, and expects each of you to do the same. While this Code contains basic guiding principles, it is up to each of you to use good judgment when working with customers, fellow employees and suppliers, while representing and promoting the Company's interests.
Questions or Concerns
If at any time you have questions about this Code or how it impacts you, or if, in good faith, you believe a colleague has violated or is likely to violate the Code, we encourage you to communicate your concerns. The Company is proud of its open door policy to senior management and encourages you to feel comfortable taking concerns up the line.
Procedures for reporting violations are described under Reporting Violations on page 12. All communications will be protected to the extent allowed and appropriate. No retaliatory actions will be taken or tolerated with respect to reports made in good faith.
Good Judgment and Common Sense
No Code, including this one, covers all situations. You are part of this Company because we believe in you, and your ability to exercise good judgment and common sense in all that you do for and on behalf of the Company. This Code will provide you with guidance to ensure that you approach all your working relationships ethically and with integrity.
Conflict of Interest
A conflict of interest is any situation where your private interests interfere, or appear to interfere with, the interests of the Company.
Avoiding Conflict of Interest
Conflicts of interest most often occur when you, a family member or other person sharing your residence may benefit personally as a result of your position with the Company.
To that end, you, your family members, and persons sharing your residence must avoid relationships with vendors, suppliers, customers, competitors, landlords, or anyone else that appear to create, or do create, conflicts of interest.
Prior to accepting any gift, loan, service or favor from a vendor, customer or competitor, you need to be sure your acceptance will not violate this Code.
Specific Rules for Avoiding Conflict of Interest
As a rule of thumb, you should NOT:
- give or receive cash,
- give or receive non-cash gifts valued at more than $100.
You MAY receive the following:
- travel and lodging in connection with vendor-sponsored, pre-approved training
- gift baskets and flowers shared with the department/store; and business-related entertainment that is not excessive.
There certainly are and will be exceptions, and these should be cleared in advance by an executive officer or the Chief Compliance Officer.
Reporting Conflict of Interest
If at any time you think you, a family member or other person sharing your residence may be in a situation that involves a potential conflict of interest, you should contact the Chief Compliance Officer for clarification. All potential conflicts of interest or transactions you are aware of that you reasonably expect may give rise to a conflict of interest, should promptly be reported to the Chief Compliance Officer at 1-800-447-8487, extension 7250.
Examples of Conflict of Interest
Examples of potential conflicts of interest include, but are not limited to, you, a family member or other person sharing your residence:
- Working concurrently for the Company and for a competitor, customer or vendor;
- Holding a significant ownership or other financial interest (more than 1%) in a competitor, vendor or corporate customer;
- Making a loan to, or receiving a loan from, a competitor, vendor or corporate customer;
- Receiving an expensive gift, trip or offer of lodging from a competitor, vendor or customer;
- Receiving a commission or rebate for bringing business to the Company (other than in the course of your ordinary duties) or receiving a payment of any kind for assistance in obtaining the Company's business; and
- Serving on the board of directors of, or in an official capacity for, another Company that is, or could be, a supplier, vendor or competitor of the Company.
Confidentiality and Confidential Information
Company information that is not generally known to the public is confidential.
As a director, officer or employee of the Company, you must:
- not disclose any Company confidential information to any person outside the Company without prior authorization by the chief financial officer (unless disclosure is required by law); and
- limit disclosure of information inside the Company to people who need to know the information as part of their jobs. This obligation to keep non-public information confidential applies even after you leave the Company, and if you do leave the Company, you must immediately return any Company confidential information in your possession.
Examples of Confidential Information
Examples of confidential information include, but are not limited to:
- Sales data and reports;
- Customer and supplier lists;
- Store openings, closings and relocations;
- Personnel information and records;
- Pricing information;
- Company financial information that has not been released to the public;
- Store drawings and related information;
- Software programs developed by Company employees or specifically for the Company; and
- Information that appears on the Company's internal intranet, Sharehouse.
Inadvertent Disclosure of Confidential Information
Inadvertent disclosures of confidential information (or non-public information - see Insider Information - Trading in Company Stock on page 13) violate this Code and can expose you and the Company to liability under federal and state laws.
As part of your commitment to upholding this Code, you should not participate in on-line bulletin boards or chat rooms concerning the Company. This restriction, however, excludes participation in a planned, electronic discussion of public information, authorized in advance by the chief financial officer of the Company.
Fair Dealing Policy Honesty, respect and integrity demand that you deal fairly with each other, our customers, vendors and competitors. You should never employ deceptive acts or practices, or otherwise deal unfairly with any stakeholder or competitor.
Not only do such acts compromise your integrity and that of the Company, but it may expose the Company and you to liability under federal and state laws (see Compliance With Laws).
Examples of improper conduct include, but are not limited to:
- Acquiring the trade secrets of a competitor through bribery or other unlawful or unethical means;
- Knowingly mislabeling products or misrepresenting services;
- Inducing others to breach contracts;
- Knowingly using copyrighted or trademarked material of someone else, without obtaining the owner's permission;
- Using confidential or proprietary information of a former employer; and
- Making false claims about competitors.
Protection and Proper Use of Company Assets
As a director, officer or employee of the Company, you are expected to protect Company assets and ensure their proper use for legitimate business purposes only. Assets not properly used or protected will adversely impact our ability to meet the needs of our customers, will have a negative impact on Company operations and profitability, and in turn may have a negative impact on you.
What are "Company Assets"
Company assets include not only Company property, merchandise and strategies, but the Company's name, logos, trademarks, brands and goodwill.
Examples of Improper Use of Company Assets
Examples of improper use of Company assets include, but are not limited to:
- Falsifying reports, documents, employment records, time records, customer records, sales or returns, and the like;
- Destroying, abusing, stealing or misusing Company property;
- Using Company property, services or personnel for personal gain; and
- Unauthorized use or reproduction of Company proprietary or copyrighted software or corporate data.
Minimizing Misuse of Company Assets
As described in the Employee Handbook, the Company has implemented procedures to help minimize misuse of Company assets.
These procedures, however, are not a substitute for your vigilance and adherence to Company policies. You always should be alert to situations that could lead to the misuse, theft or loss of Company assets, and report them using any method described in Reporting Violations on page 12.
As you perform your duties as an officer, director or employee of the Company, you must do so in a manner to ensure that business opportunities that arise or are discovered in the course of your employment are used for Company purposes, and not for your personal gain or in competition with the Company.
Compliance with Laws
The Company is subject to substantial regulation by various federal, state and country rules and regulations. The Company endeavors to be in full compliance with the letter and spirit of all laws applicable to its business, and expects nothing less of you.
Violations of these laws not only put you at personal risk, but also put the Company, its assets and its operations at risk for civil and criminal actions, fines, penalties and prosecution.
Examples of Current Applicable Laws
Examples of laws you are required to comply with include, but are not limited to, laws requiring:
- No harassment, no discrimination, or other behaviors, as described in more detail in your Employee Handbook and in this Code;
- Engaging in sales practices that do not mislead a customer or supplier, and that do not misrepresent products or services;
- Avoidance of agreements with competitors that fix prices, allocate markets, boycott suppliers, or otherwise restrain competition;
- Avoidance of any improper or illegal payment, directly or indirectly, to any person, including any foreign or domestic governmental official, as an inducement or bribe to help the Company's business; and
- Collection of sales taxes - you must at all times comply with laws that require you to collect taxes due on sales of merchandise. Consistent with federal and state laws, if you are found trying to evade these laws, you will be subject to immediate termination.
The Anti-Bribery Laws
The United States and other countries maintain anti-bribery laws that prohibit the Company, its affiliates, employees, agents, and intermediaries from engaging in certain activities in the United States and elsewhere.
The Foreign Corrupt Practices Act (“FCPA”) prohibits the Company and its employees, agents, and intermediaries from directly or indirectly offering, paying, or promising to pay anything of value to any foreign official for the purpose of influencing an official act or decision to obtain or retain business for the Company. These prohibitions also apply if the Company has knowledge of a payment made by an agent, distributor, or other intermediary on the Company’s behalf. The term “foreign official” is construed broadly and includes not only governmental officials, but also political party officials, candidates for political office, and international organization officials. Employees of state owned companies are also often considered “foreign officials”.
The FCPA also establishes reporting and accounting requirements mandating that companies keep accurate books and records. These requirements are enforced by the U.S. Securities and Exchange Commission (“SEC”). They were designed in significant part to make it illegal to conceal bribes or other improper payments or gifts to foreign officials by recording them under misleading explanations.
It is the Company’s policy to adhere to all applicable anti-bribery laws, including the FCPA. To that end, anyone contemplating a payment or gift, or a promise of the same, to a foreign government official (including employees of state-owned enterprises) must obtain the prior written approval of the Chief Compliance Officer.
If you become aware that any aspect of Company business may be, or is, in violation of a law or regulation, you must report such actual or potential violation immediately.
If you fail to report a known or suspected violation, you will be subject to disciplinary action.
Insider Information, Trading in Company Stock
Responsibilities and Regulation of a Publicly Traded Company
As a public Company traded on the New York Stock Exchange, the Company must maintain books and records, distribute specified information to its stockholders, and file various reports and certifications with the New York Stock Exchange (NYSE) and the Securities and Exchange Commission (SEC).
Additionally, the SEC and NYSE regulate sales of the Company's stock, and prohibit trading of Company securities based on "insider information."
Officers, directors, and holders of 10% or more of the Company's securities are subject to additional restrictions and requirements imposed by the SEC and the NYSE.
Consequences of these regulations are as follows:
- No director, officer or other employee may purchase or sell Company stock or other securities when he or she has personal knowledge of material non-public information about the Company's business, prospects or financial condition.
- No director, officer or other employee is permitted to "tip" any relative or friend by disclosing non-public information about the Company.
- No director, officer or other employee may purchase or sell the securities of a corporation, vendor or other party with whom the Company is doing business when he or she has personal knowledge of material non-public information about the corporation's, vendor's or other party's business, prospects or financial condition as a result of working for the Company.
- Similarly, no director, officer or other employee is permitted to "tip" any relative or friend by disclosing material non-public information about the vendor or other party.
These prohibitions apply to general trades of the Company's stock, as well as decisions involving Company stock in your 401(k) plan or in the Employee Stock Discount Plan.
Information is considered non-public until it is released to the public through a press release or filing with the SEC or NYSE, and sufficient time (generally 2-3 business days) has passed so as to enable the market to absorb the information. Material non-public information may be good news, or it may be adverse information.
Examples of "Non-Public" Information
Examples of non-public information that might be deemed material include, but are not limited to:
- Quarterly or annual results that have not yet been filed with the SEC or NYSE;
- Negotiations concerning significant business transactions not yet disclosed in a filing with the SEC or NYSE;
- Significant pending, threatened or actual litigation or strategies with respect to such litigation;
- Internal earnings estimates, especially if significantly different from "street" estimates;
- Sales information; and
- Dividend recommendations, stock splits, stock repurchase programs, tender offers or exchange offers.
Questions Regarding Trading Rules/Regulations
Issues arising under federal and state securities laws, and the rules and regulations of the NYSE can be complex, and this Code does not attempt to deal with issues that might arise or questions you may have.
If you have any questions regarding transactions you may participate in that involve the Company's stock or other securities, you may call the Company's Chief Financial Officer or Treasurer at any time at 1-800-447-8487, extension 7646.
Financial Reporting and Accounting
It is our policy to comply with the financial reporting and accounting regulations that apply to the Company. The Company observes stringent standards designed to keep the Company's books and records accurate.
See also "Code of Ethics for Selected Personnel" available on the Company's website.
Maintenance of Financial Records
All of the Company's books, records, accounts and financial statements must:
- be maintained in reasonable detail,
- accurately and fairly represent the Company's transactions, and
- conform to legal requirements and our system of internal controls.
You may not create or participate in the creation of records that are misleading or artificial. No unrecorded or "off the books" funds or assets are to be maintained.
Requests for Information
You may be requested to provide information or otherwise participate in the financial accounting and disclosure process. If you participate in this process, which may require working closely with internal or outside auditors, or if you participate in any other process maintained by the Company, you must provide complete, objective, relevant and accurate information in a timely and understandable manner.
Whether or not requested, you should report to the Chief Financial Officer or any of the other persons listed in "Reporting Violations," any information relating to the business or financial condition of the Company that you believe should be included in or should be considered for disclosure in our reports that is not being considered.
In no event, however, should you ever take any action to fraudulently influence, coerce, manipulate or mislead any independent public or certified public accountant engaged in the performance of an audit of Company financial statements, or any other person responsible for creating or communicating information contained in other Company reports.
Reporting Concerns re Accounting Matters
Concern regarding accounting matters also may be reported by calling the Company's Compliance Hotline at 1-877-422-5066.
Calls to the Company's Compliance Hotline Line may be left anonymously, and all calls will be kept confidential and only disclosed to those who need to know. As with all other reports of violations, there will be no retaliation for reports made in good faith.
You are the Company's most important asset. The Company is committed to providing you with a safe, fun work environment, free of discrimination and harassment.
The Company will not tolerate any behavior in the work environment that creates, in the opinion of Company management, an intimidating, discriminatory or unsafe work environment, and does not expect you to tolerate any such conduct.
The Company expects all employees, officers and directors to fully comply with Company policies and practices, including this Code and the store or office Employee Handbook, as applicable to your situation.
No Discrimination or Harassment
The Company prohibits discrimination and harassment on the basis of race, color, national origin, religion, sex, physical or mental disability, age, sexual orientation, gender identity or expression, veteran status or other characteristics protected by law. Behaviors interpreted as intimidating, hostile, or offensive violate this policy.
Examples of unacceptable behavior include, but are not limited to:
- Using derogatory or sexually suggestive names, comments, slurs or gestures
- Making threats
- Displaying or showing derogatory or sexually suggestive posters, photographs, cartoons or drawings
- Unwanted physical contact
- Distributing, displaying, or showing written material containing statements which may be offensive or that may be of a sexual nature, in hard copy or via a computer network
- Unwanted pressure for sexual favors or dates
- Repeated unwelcome sexual remarks, innuendoes or joking
- Verbal comments of a sexual nature about a person's physical attributes, dress or sexual activity, obscene gestures or suggestive/insulting sounds
Reporting Discrimination or Harassment
If you are experiencing or have experienced such conduct in your work environment, there are several ways for you to report such activity. One way is to communicate directly with the person whose behavior is making you uncomfortable - let them know that their behavior is unwelcome or makes you feel uncomfortable, and that they must stop. If you do not feel comfortable approaching that person, there are several alternatives available to you, as described below in "Reporting Violations."
The Company will respond promptly and thoroughly to complaints of harassment, discrimination or retaliation. At the conclusion of the Company's investigation, the Company will take appropriate disciplinary action, which may include termination.
The Company will not tolerate retaliation and will protect the confidentiality of all complaints of discrimination, harassment, or retaliation to the fullest extent possible and will only disclose complaints to individuals within the Company who have a valid reason for knowing. There will be no discrimination, recrimination or retaliation against you for reporting, in good faith, a violation, for opposing such practices or otherwise participating in an investigation, proceeding or hearing conducted internally or by a state or federal agency.
The Company is very concerned about your safety and security, and will not tolerate threats, threatening behavior or acts of violence against employees, customers, or anyone else in the work environment during working hours or otherwise. No potentially dangerous items or weapons of any nature may be brought to the work environment.
You are responsible for promptly reporting any threats you have witnessed or received, or have been told that another person has witnessed or received. Additional information regarding these and other work environment policies are contained in your Employee Handbook.
Computer and Communications Systems Policies
The Company has invested substantial funds in computer and communications systems, which systems include without limitation, telephone, cell phone, voice mail, facsimile, electronic mail, internet, intranet, word processing, and point of sale systems.
These systems are to be used primarily for business purposes, and the Company reserves the right to access any of these systems for business or security purposes. You must take every precaution to prevent any compromise to any of these systems, and as with any other Company asset, protect these assets, including computer data, software, hardware and networks against alteration, damage, theft or unauthorized access.
The Company does not want to unnecessarily or arbitrarily intrude into your communications. You should not, however, have any expectation of privacy when using any of these systems. You are prohibited from sending communications or messages of a harassing, intimidating, slanderous, offensive or discriminatory nature, as well as frivolous e-mail messages such as chain letters.
You also are prohibited from accessing or downloading with Company property, material from any site where the principal content is sexually oriented, discriminatory, defamatory, irresponsible or illegal. Any unauthorized use or reproduction of proprietary or copyrighted software or corporate data is prohibited.
Additional guidelines and policies related to use of these systems are set forth in your Employee Handbook.
News and Media Inquiries
Unless you have been specifically authorized by the CEO, President, Chief Operating Officer, Chief Financial Officer, or Chief Legal Officer and Executive Vice President of Employee Relations to reply or make statements to reporters, journalists, or any other media personnel, you are not permitted to speak to such persons as a representative of the Company. All media inquiries should be referred to the Chief Financial Officer or to the Chief Legal Officer and Executive Vice President of Employee Relations.
Political Contributions with Company Funds
You may not use Company funds or other resources to make direct or indirect political contributions unless you first obtain approval from the CEO and the Legal Department.
Examples of use of Company funds that require prior approval include, but are not limited to:
- Supporting lobbying efforts;
- Purchasing tickets to political fundraisers; and
- Providing merchandise or services to a political cause at a discount.
Where to Report Violations
As a director, officer or other employee of the Company, you are responsible for reporting actual or suspected violations of this Code or other Company policies. You can make these reports to any of the following:
- your supervisor or manager,
- your Employee Relations Representative,
- Director of Employee Relations,
- Chief Compliance Officer, or
- Chief Legal Officer and Executive Vice President of Employee Relations.
You can make these reports orally (contact information for these persons is contained in Sharehouse or in the Company directory) or in writing. Written complaints should be sent to:
6100 Stevenson Blvd., Building A
Fremont, CA 94538
Attention: Chief Legal Officer and EVP of Employee Relations
You may also make reports anonymously or not, by calling the Company's toll-free Compliance Hotline at 1-877-422-5066.
The Company will respond promptly to reports. The Company will not hesitate to notify and cooperate with governmental authorities regarding acts that violate the law.
There will be no discrimination, recrimination, or retaliation against you for making a report in good faith.
The Company will keep reports confidential to the fullest extent possible, and will only disclose information to persons who have a valid reason for knowing.
Individuals who are found to have violated this Code will be appropriately disciplined, which may include separation from the Company. Records of violations will be maintained in an employee's personnel file.
Code Changes, Exceptions, and Administration
Changes to the Code
The most current version of this Code is the one maintained on the Company's website, and will reflect all amendments through the date of posting. As the Code may change from time-to-time, you are advised to periodically visit the website and review the Code.
While most Code policies must be strictly followed, limited exceptions may be permitted. For example, a minor conflict of interest situation can sometimes be resolved simply by disclosure of the possible conflict to all interested parties. All exceptions with respect to a director or executive officer will promptly be disclosed to shareholders.
If you believe that it is appropriate for the Company to make an exception for you to a particular policy contained within this Code, you must seek prior approval from:
- The Board of Directors (or an authorized committee of the Board), if you are a director or executive officer of the Company (for example, the CEO, President, Chief Operating Officer, Chief Financial Officer, Principal Accounting Officer)
- The Chief Compliance Officer, if you are not a director or executive officer of the Company.
The Company's Legal Department is responsible for interpreting this Code, and responding to your questions. If there is any part of this Code that you do not understand, or if you are unsure how to handle a situation, you can contact any of the resources listed under Reporting Violations on page 12 of this Code of Business Conduct. If in doubt - ask. All inquiries will be kept confidential to the fullest extent possible.
Nothing in this Code will be deemed to alter any employment-at-will or other status of an employee or to otherwise create an enforceable right for an employee against the Company, its directors, its officers, any other employee or any third party.
CODE OF ETHICS FOR SELECTED PERSONNEL
It is the policy of The Men's Wearhouse, Inc. and its operating subsidiaries (the "Company") to conduct business with the highest standards of honesty and integrity, and in compliance with all applicable laws. The Company's Board of Directors has adopted this Code of Ethics for Selected Personnel (the "Code"), applicable to the Company's Chief Executive Officer and all Presidents, Chief Financial Officers, Principal Accounting Officers, Executive Vice Presidents and other designated financial and non-financial employees performing similar functions (collectively, "Selected Personnel"), to deter wrongdoing, and to promote honest and ethical conduct; full, fair, accurate, timely and understandable disclosure to the public; compliance with laws; and accountability.
All Company employees, directors and officers are expected to comply with the Company's Code of Business Conduct, as well as other Company policies. Additionally, Selected Personnel are expected to:
- Carry out their duties honestly and with the highest degree of integrity;
- Avoid actual or apparent conflicts of interest, and to promptly report any transaction or relationship that could compromise one's ability to adhere fully to this Code, other Company policies or applicable laws; or to make business decisions without regard to personal gain or benefit;
- Promptly report transactions or relationships that could reasonably compromise the ability of Selected Personnel or any other employee or director to adhere fully to Company polices or applicable laws, or that is required to be reported in Company financial reports;
- Avoid having ownership interests greater than 1%, or any decision making role, in entities that provide services or goods to the Company, or that compete with the Company;
- Seek, at all times, to provide information to Company officials and its outside professionals (e.g. accountants, counsel, insurance providers, etc.) that is accurate, relevant, complete, objective, timely and understandable, and encourage others within the Company to do the same;
- Use reasonable efforts to assure full, fair, accurate, timely and understandable disclosure of information related to the Company's business and financial operations in Company reports and documents filed with the Securities and Exchange Commission ("SEC"), the New York Stock Exchange ("NYSE") or otherwise made public;
- Use reasonable efforts to establish controls and procedures to ensure reports and documents filed with the SEC or NYSE are accurate, understandable and not misleading;
- Share information with appropriate parties to keep them informed of the Company's business and operations;
- Use reasonable efforts to cause the Company to comply fully with the letter and spirit of all laws, rules and regulations applicable to the Company or its business;
- Promptly report any weakness or deficiency in the design or operation of the Company's internal controls, and any fraud involving Company management or other employees having significant roles in the Company's operations, financial reporting, disclosures or internal controls; and
- Promote ethical behavior within the Company and with customers, suppliers and other stakeholders.
Selected Personnel must report violations and concerns immediately. Reports may be made to (i) the CEO or CFO; (ii) the Chief Compliance Officer or (iii) the Chief Legal Officer. Reports may also be made to the Chairman of the Audit Committee of the Company's Board of Directors using the Company's Compliance Hotline, (877) 422-5066. All reports will be kept confidential to the extent permitted, and may be made anonymously. No person will be subject to retaliation because of a good-faith report of an actual or suspected violation of this Code or any standard of ethical and lawful conduct. Retaliation is itself a violation of this Code. If a member of Selected Personnel violates this Code, the Company will take appropriate action, including, as appropriate, discharge and legal proceedings.
The Code may be amended or modified only by the Board of Directors, and waivers only may be granted by the Board of Directors or the Board's Nominating and Corporate Governance Committee. Any such amendments, modifications or waivers will promptly be reported, as may be required by the SEC or the NYSE.
CORPORATE GOVERNANCE GUIDELINES
The business and affairs of the Company shall be managed under the direction of the Board of Directors to enhance the long-term value of the Company for its share owners. In exercising its authority to direct, the Board recognizes that the long-term interests of its share owners are best advanced by appropriate consideration of other stakeholders and interested parties including employees and their families, customers, suppliers, communities and society as a whole. To assist the Board in fulfilling its responsibilities, it has set forth the following guidelines for itself:
Director Qualification Standards
A majority of the members of the Board of Directors must qualify as independent directors in accordance with the applicable provisions of the Securities Exchange Act of 1934, and the rules promulgated thereunder and the applicable rules of the New York Stock Exchange. In addition, at least two-thirds in number (if two-thirds is not a whole number then at least the nearest whole number to two-thirds that is less than two-thirds) of the directors shall meet the following qualifications:
- shall not have been employed by the Company as an executive officer in the past 10 years.
- is not an executive officer or director, or a person serving in a similar capacity with, nor an owner of more than 1% of the equity of, a significant customer, supplier or service provider to the Company. For purposes hereof, significant shall mean circumstances where during the past fiscal year the business with the customer, supplier or service provider equaled or exceeded either 1% of the revenue thereof or 1% of the revenue of the Company.
- is not personally the accountant, lawyer or financial advisor for compensation to any executive officer of the Company.
- is not a trustee, director or officer of any charitable organization that received contributions during the past fiscal year aggregating $100,000 or more from the Company.
- has not within the last three years engaged in a transaction with the Company required to be disclosed in the Company's proxy statement pursuant to Subpart 229.400 of Regulation S-K of the Rules and Regulations of the Securities and Exchange Commission.
- is not a father, mother, wife, husband, daughter, son, father-in-law, mother-in-law, daughter-in-law or son-in-law of a person who would not meet the foregoing qualifications.
A director shall not serve on more than four boards of directors of publicly-held companies (including that of the Company) unless the full Board determines that such service does not impair the director's performance of his or her duties to the Company.
A person shall not stand for election upon reaching the age of 75.
Directors are expected to report changes in their business or professional affiliations or responsibilities, including retirement, to the Chairman of the Board and the Chairman of the Nominating and Corporate Governance Committee. A director should offer to resign if the Nominating and Corporate Governance Committee concludes that the director no longer meets the Company's requirements for service on the Board of Directors.
The Board believes that directors should be stockholders and have a financial stake in the Company and the Board recommends that directors develop an ownership position in the Company equal to at least $200,000 by fiscal year end 2010 within three years of becoming a director whichever is later. The Nominating and Corporate Governance Committee of the Board may establish additional qualifications for directors, taking into account the composition and expertise of the entire Board.
Directors should exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company in a manner consistent with their fiduciary duties. Directors should regularly attend meetings of the Board of Directors and of all Board committees upon which they serve. To prepare for meetings, directors should review the materials that are sent to directors in advance of those meetings.
The Board of Directors of the Company will schedule regular executive sessions at least twice a year where non-management directors (i.e., directors who are not company officers but who do not otherwise have to qualify as "independent" directors) meet without management participation. The Chairman of the Nominating and Corporate Governance Committee shall be the presiding director for each executive session. The Board of Directors will establish methods by which interested parties may communicate directly with the presiding director or with the non-management directors of the Board of Directors as a group and cause such methods to be disclosed.
The Board of Directors shall at all times maintain an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee which must operate in accordance with applicable law, their respective charters as adopted and amended from time to time by the Board, and the applicable rules of the Securities and Exchange Commission and the New York Stock Exchange. The Board may also establish such other committees as it deems appropriate and delegate to such committees such authority permitted by applicable law and the Company's by-laws as the Board sees fit.
The Chairman of the Board shall set the agenda of meetings of the Board of Directors and the Chairman of each committee shall set the agenda of meetings of the applicable committee. Any director may suggest agenda items and may raise at meetings other matters that the director considers worthy of discussion.
Director Access To Management And Independent Advisors
The Company shall provide each director with complete access to the management of the Company, subject to reasonable advance notice to the Company and reasonable efforts to avoid disruption of the Company's management, business and operations. The Board of Directors and Board committees, to the extent set forth in the applicable committee charter, have the right to consult and retain independent legal and other advisors at the expense of the Company.
The Board of Directors or an authorized committee thereof will determine and review the form and amount of director compensation, including cash, equity-based awards and other director compensation. In determining director compensation, the following should be considered: (1) fair and competitive compensation for the time commitment to appropriately discharge the work required for a company of similar size and scope; (2) alignment of the director's interest with the long-term interests of the Company; and (3) a transparent and readily understandable compensation program.
Ethics and Conflicts of Interest
All directors are expected to act ethically and in a manner which brings credit to the Company. Each director shall adhere to the Company's Code of Conduct. If an actual or potential conflict of interest arises for a director, the director shall promptly inform the Chairman of the Board, and if the actual or potential conflict involves the Chairman of the Board, he or she shall inform the Chair of the Nominating and Corporate Governance Committee. All directors will recuse themselves from any discussion or decision affecting their personal, business or professional interest in a manner different than the general interests of the Company and its share owners. The Nominating and Corporate Governance Committee shall resolve any questions involving a conflict of interest relating to a director other than a director who is a member of such Committee. The Board shall resolve any conflict of interest involving a member of the Nominating and Corporate Governance Committee.
Director Orientation And Continuing Education
The Board of Directors or the Company will establish, or identify and provide access to, appropriate orientation programs, sessions or materials for newly elected directors of the Company for their benefit either prior to or within a reasonable period of time after their nomination or election as a director. The Board of Directors or the Company will encourage, but not require, directors to periodically pursue or obtain appropriate programs, sessions or materials as to the responsibilities of directors of publicly-traded companies.
Management Evaluation And Succession
The Board of Directors (not including any members of management of the Company) will conduct an annual review of the performance and compensation of the Chief Executive Officer, taking into account the views and recommendations of the Compensation Committee and Nominating and Corporate Governance Committee, as applicable, and as set forth in their respective Charters.
The Board of Directors will establish and review such formal or informal policies and procedures, consulting with the Nominating and Corporate Governance Committee, the Chief Executive Officer and others, as it considers appropriate, regarding succession to the Chief Executive Officer in the event of emergency or retirement.
Annual Performance Evaluation Of The Board
The Board of Directors will conduct a self-evaluation annually to determine whether it and its committees are functioning effectively. The full Board of Directors will discuss the evaluation report to determine what, if any, action could improve Board and Board committee performance. The Board of Directors, with the assistance of the Nominating and Corporate Governance Committee, as appropriate, shall review these Corporate Governance Guidelines on an annual basis to determine whether any changes are appropriate.
Except in unusual circumstances or as required by committee charters or as requested by senior management, directors are expected to follow the principle that senior management, as opposed to individual directors, provides the public voice of the Company. Directors receiving inquiries from institutional investors, the press or others should refer them to the Chief Executive Officer or other appropriate officers of the Company.
Amendment, Modification And Waiver
These Guidelines may be amended, modified or waived by the Board of Directors and waivers of these Guidelines may also be granted by the Nominating and Corporate Governance Committee, subject to the disclosure and other provisions of the Securities Exchange Act of 1934, the rules promulgated thereunder and the applicable rules of the New York Stock Exchange.
THE MEN'S WEARHOUSE, INC.
CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The purpose of the Nominating and Corporate Governance Committee of the Board is to identify individuals qualified to become Board members, to select or recommend for selection by the Board director nominees for the next annual meeting of shareholders, to review the Company's Code of Business Conduct, to develop and continually make recommendations with respect to the best corporate governance principles, and to oversee the evaluation of the Board and management. This Charter sets out the structure and responsibilities of the Nominating and Corporate Governance Committee.
I. Structure and Qualifications
The Nominating and Corporate Governance Committee shall consist of at least three directors, all of whom shall be independent. The members of the Committee shall be appointed by the Board and may be removed by the Board at any time.
To be considered independent, the director must meet the requirements of the Corporate Governance Rules of the New York Stock Exchange.
The Committee may delegate any of its powers and responsibilities to a subcommittee of the Committee.
The Nominating and Corporate Governance Committee shall meet at least one time per year.
- Develop and recommend to the Board a set of corporate governance principles for the Company.
- Study and review with management the overall effectiveness of the organization of the Board and the conduct of its business, and report and make recommendations to the Board as appropriate.
- Conduct an annual survey of the directors to identify areas of improvement for the Board and its committees.
- Consider candidates to be elected directors. The Committee shall recommend to the Board the nominees for directors to be elected at the Company's annual meeting.
- At least annually review with the chief executive officer of the Company succession plans for all key executive officers of the Company.
- Review annually the Company's Code of Business Conduct and confirm to the Board the Company's program relating to monitoring compliance therewith.
- Possess the sole authority to retain and terminate any search firm used to identify director candidates and to approve the search firm's fees and other retention terms.
- Report to the Board at least annually and at the Board meeting immediately following each meeting of the Committee.
THE MEN'S WEARHOUSE, INC.
CHARTER OF THE AUDIT COMMITTEE
The purpose of the Audit Committee of the Board is to assist the Board and as required by law, regulation and Board directive, act on behalf of the Board, in its oversight of (i) the integrity of the Company's financial statements, (ii) the Company's compliance with legal and regulatory requirements, (iii) the engagement of the Company's independent auditors and their qualifications and independence, and (iv) the performance of the Company's internal audit function and independent auditors, in addition to preparing the report the SEC rules require be included in the Company's annual proxy statement. This Charter sets out the structure and responsibilities of the Audit Committee.
I. Structure and Qualifications
The Audit Committee shall consist of at least three directors all of whom shall be independent and all of whom shall be able to read and understand fundamental financial statements, including the Company's balance sheet, income statement, and cash flow statement. The Chair of the Audit Committee shall have such accounting, financial or other experience as shall be required by the rules of the Securities and Exchange Commission and by the New York Stock Exchange.
To be considered independent the director must meet the requirements of the Corporate Governance Rules of the New York Stock Exchange and Rule 10A-3(b)(1) of the rules and regulations under the Securities Exchange Act of 1934.
If an Audit Committee member simultaneously serves on the audit committee of more than two other public companies, then the Board must determine that such simultaneous service would not impair the ability of such member to effectively serve on the Company's audit committee and disclose such determination in the annual proxy statement.
Additionally, the Audit Committee shall have at least one audit committee financial expert within the meaning of item 401(h)(2) of Regulation S-K of the Securities and Exchange Commission.
The Audit Committee shall meet at least four times a year. One of such meetings shall immediately proceed the completion and release of the annual financial results of the Company and one of such meetings shall be subsequent to such release and shall receive any applicable report by the Company's independent auditors with respect to the prior year's audit and shall review and approve the audit plan for the current fiscal year. Both of such meetings shall include representatives of the independent auditors and shall include an opportunity for the Committee to meet with the independent auditors separately from management.
The Audit Committee shall:
1. Review the accounting policies, procedures, and practices of the Company, including critical accounting policies and practices, internal accounting systems, and financial reporting processes and procedures with management and with the Company's independent auditors, and review any issues identified by management or the independent auditors regarding accounting and financial policies and procedures and any alternative treatment of financial information discussed by management and the independent auditors, including the treatment preferred by the independent auditors.
2. Review and approve in advance in accordance with Section 10A(i) of the Securities Exchange Act of 1934 all auditing and non-audit services provided by the Company's independent auditors. The Committee may delegate advance approval of such engagements to a member thereof provided such approvals are reviewed with the Committee at its next meeting.
3. Review and discuss the annual financial statements and quarterly financial statements of the Company with management and the independent auditors, including the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations," including in such review an inquiry as to the independent auditors' characterization of the accounting principles selected by management and judgments made by management material to the presentation of such financial statement.
4. Obtain and review, at least annually, a formal written report from the Company's independent auditors delineating: (a) the independent auditors' internal quality-control procedures; (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (c) all relationships between the independent auditor and the Company. Based on such report and the work of the independent auditor, the Audit Committee shall evaluate the qualifications, performance, and independence of the independent auditor and report thereon to the Board.
5. Possess the sole authority to select, retain, evaluate, oversee, set compensation for, and, when appropriate, terminate the independent auditors. In connection with such selections, the Audit Committee shall advise the independent auditors that they are to report to the Committee.
6. Review any accounting changes that have a material impact on the obligations or financial statements of the Company; review filings made with the Securities and Exchange Commission as required; and hold such other conferences or undertake such other reviews with management and with the independent auditors as the Committee may deem appropriate or as the independent auditors may request.
7. Inquire of management and the independent auditors to assure that the independent auditors have not engaged in any prohibited activities within the provisions of Section 10A(g) of the Securities Exchange Act of 1934.
8. Discuss with management of the Company the Company's philosophy and approach to earnings press releases, as well as to financial information and earnings guidance provided to analysts and rating agencies, including the type of information to be disclosed and the type of presentations to be made.
9. Obtain advice and assistance from outside legal, accounting, or other advisors as necessary to carry out its duties. Pursuant to approval of this Charter, no further requirement of Board approval for such engagements is required and the Company shall provide all funding necessary to engage the independent auditors, to engage such outside legal, accounting, or other advisors, and for the administrative needs of the Audit Committee.
10. Discuss the Company's major financial risk exposures and the guidelines, policies, and practices regarding risk assessment and risk management, including derivative policies, insurance programs, and steps management has taken to monitor and control major financial risks.
11. Meet separately with management, with internal auditors or other personnel responsible for the internal audit function, and with independent auditors.
12. Review with the independent auditor any audit problems or difficulties encountered in the course of the audit, including any restrictions in the scope of the independent auditor's activities or on access to requested information and any disagreements with management and management's response. Also, the Audit Committee shall obtain from the independent auditors copies of all written communications to management of the Company in any way related to the Company's financial statements or reports or the integrity of the Company's financial books, records, practices, or procedures.
13. Set clear hiring policies for employees or former employees of the independent auditors.
14. Report regularly to the Board and review with the Board any issues relating to the quality or integrity of the Company's financial statements, the Company's compliance with legal or regulatory requirements, the performance and independence of the Company's independent auditors, or the performance of the internal audit function.
15. Conduct an annual review of the work of the Audit Committee, including review of: (a) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles, and major issues as to the adequacy of the Company's internal controls and any special audit steps adopted in light of material control deficiencies; (b) analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements; (c) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures on the financial statements of the Company; and (d) the type and presentation of information to be included in earnings press releases, paying particular attention to any use of "pro forma," or "adjusted" non-GAAP, information, as well as financial information and earnings guidance provided to analysts and rating agencies.
16. Establish procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, and auditing matters, and for the confidential, anonymous submission by employees of the Company of concern regarding questionable accounting or auditing matters.
17. Approve all transactions between the Company and its executive officers and directors, including transactions with affiliates of executive officers or directors, other than compensation arrangements approved by the Compensation Committee of the Board, employee benefit arrangements made available generally to the employees, and compensation of directors.
18. Review and annually approve a code of ethics for the senior financial officer of the Company as required by section 406 of the Sarbanes-Oxley Act of 2002.
19. Conduct at least annually a performance evaluation of the Audit Committee.
Director's and Board Committee fees are the only compensation an Audit Committee member may receive from the Company. If a director satisfies the definition of an independent director, then his or her receipt of a pension or other form of deferred compensation from the Company for prior service, provided such compensation is not contingent in any way on continued service, will not preclude him or her from satisfying the requirement that director's fees are the only form of compensation he or she receives from the Company.
THE MEN'S WEARHOUSE, INC.
CHARTER OF THE COMPENSATION COMMITTEE
The purpose of the Compensation Committee of the Board is to discharge the Board's responsibilities relating to compensation of the Company's executives, and to produce an annual report on executive compensation for inclusion in the Company's proxy statement. This Charter sets out the structure and responsibilities of the Compensation Committee.
I. Structure and Qualifications
A. The Compensation Committee shall consist of at least three directors, all of whom shall be independent. The members of the Committee shall be appointed by the Board and may be removed by the Board at any time.
To be considered independent the director must meet the requirements of the Corporate Governance Rules of the New York Stock Exchange.
The Committee may delegate any of its powers and responsibilities to a subcommittee of the Committee.
The Compensation Committee shall meet at least one time a year.
1. Review, approve, and report to the Board regarding the Company's overall compensation policy, including compensation philosophy and strategy, short- and long-term incentive plans and programs, stock ownership plans, and employee benefit plans.
2. Review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and determine and approve the CEO's compensation level based on this evaluation.
3. Review and approve the compensation to be paid to executive officers of the Company after giving the CEO the opportunity to make recommendations with respect to such compensation to the Committee.
4. Serve as the committee to administer the incentive compensation plans, including stock option plans, unless the Board specifically provides otherwise.
5. Make recommendations to the Board with respect to incentive-based compensation plans and equity-based plans.
6. Possess the sole authority to retain and terminate a compensation consultant if the Compensation Committee chooses to utilize such a consultant to assist in the evaluation of director, CEO, or senior executive compensation.
7. Produce a report on executive compensation as required by the rules and regulations of the Securities and Exchange Commission to be included in the Company's annual proxy statement or annual report on Form 10-K.
8. Conduct an annual performance evaluation of the Committee.
9. Report to the Board at least annually and at the Board meeting immediately following each meeting of the Committee.