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001-31390
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06-1195422
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(Commission File Number)
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(IRS Employer Identification No.)
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits:
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14.1 Code of Conduct of Christopher & Banks Corporation.
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CHRISTOPHER & BANKS CORPORATION
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Date: November 18, 2016
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By:
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/s/ Luke R. Komarek
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Luke R. Komarek
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Senior Vice President, General Counsel
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Date of Report:
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Commission File No.:
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November 17, 2016
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001-31390
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Exhibit Number
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Description
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14.1
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Code of Conduct of Christopher & Banks Corporation.
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LuAnn Via
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President and Chief Executive Officer
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Rev. November 2016
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CBK Code of Conduct
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2
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Table of Contents
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A Message from the Chief Executive Officer
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2
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Ethical Principles
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4
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Do the Right Thing - Every Day
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5
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Code Applies to All Associates
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5
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Ethical Companies are Built by Ethical People
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5
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Remember the Company's Four Core Values
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5
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We Let the Ethical Principles be Our Guide
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5
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Other Policies Also Apply
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5
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We Lead by Example
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5
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We Know What's Expected, and We Speak Up
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5
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The Hotline
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6
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Our Pledge of Non-Retaliation
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6
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Am I Making the Right Decision?
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6
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Consequences of Violations of Our Code
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7
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Waivers
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7
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Treat Associates and Customers with Respect
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7
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Maintaining a Respectful Workplace
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7
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Complying with Wage and Hour Laws
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8
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Rules on Alcohol and Drugs in the Workplace
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8
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Maintaining Employee Privacy
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9
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Respect Our Customers
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9
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Ensuring Customer Privacy
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9
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Respect the Law and the Worldwide Community
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10
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Compliance with the Law
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10
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Know Your Vendors
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10
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Environmental Laws
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11
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Competition and Fair Dealing
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11
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International Trade Issues
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11
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Ethical Sourcing
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13
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Preventing Bribery and Corruption
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13
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Dealings with Vendors and Suppliers
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13
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Dealings with Government Employees
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13
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Audits, Investigations and Legal Proceedings
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14
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Treat all Investors Fairly - Our Public Disclosures Should be Authorized and Accurate
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15
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Maintain and Protect Confidential Information
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15
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Keep Accurate Records and Maintain Internal Controls
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16
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Restrictions on Trading in CBK Stock
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16
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Communications with Investors, Securities Analysts and the Press
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18
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Internet Discussion Forums/Social Media
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18
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Protecting the Company's Assets, Financial Results and Integrity
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19
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Company Assets and Property
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19
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Draft Documents Carefully - Write Smart
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20
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Email and CBK's Computer Resources
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20
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Conflicts of Interest
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21
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Gifts, Business Entertainment and Business Meals
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23
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Review of Travel and Expense Reports
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24
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Political Activity
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24
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Administration of the Code
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25
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Where Should We Report Our Concerns?
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25
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The Hotline
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25
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Rev. November 2016
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CBK Code of Conduct
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3
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Christopher & Banks
Ethical Principles
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Act with Integrity
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Always do the right thing – it is what is expected of everyone at Christopher & Banks.
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Be Honest and Responsible
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Embrace honest, open communications and actions – do what you say and always do more than is expected.
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Build Trust and Respect
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Create and maintain an atmosphere of mutual trust and respect – only through cooperation and trust do successful, long-term working relationships flourish.
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Ensure Customers Come First
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Customers define quality – the customer is the most important judge of the quality of our products and service – we know we have succeeded when our customers feel that they have benefited from their relationship with us.
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Act in the Company’s Best Interests
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Be professional – do not place personal interests above those of our customers, the Company, its Associates, shareholders and other stakeholders.
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Succeed through Teamwork
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Teams work – by building on each other’s ideas and skills and working collaboratively, we make better decisions and obtain better results than we can by working alone.
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Reward Innovation
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Think smart, move fast – exercise initiative, deliver quality results and do not be afraid to take calculated risks.
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Promote Diversity
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Encourage and promote diversity of thought, culture, gender, ethnicity and lifestyles.
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Rev. November 2016
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CBK Code of Conduct
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4
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Collaboration,
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Communication,
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Integrity, and
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Respect.
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act in an honest and candid manner,
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ensure that those you supervise understand and act according to CBK’s Ethical Principles,
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remember there are various resources available to you for help with issues or questions, and
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encourage and support employees who in good faith ask questions or raise concerns.
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Rev. November 2016
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CBK Code of Conduct
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5
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you need advice or have questions;
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you don’t know the proper course of action;
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you believe someone has violated the law or our policies;
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you believe someone has acted unethically; or
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you may have been involved in misconduct.
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Is the activity legal and consistent with Company policy?
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Am I acting in the best interests of the Company and its stakeholders?
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Would I be proud to tell someone I respect about the decision or choice I made?
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Is it consistent with the Company’s reputation as an ethical Company?
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Rev. November 2016
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CBK Code of Conduct
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6
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Managers should strive to be consistent in their supervision of and dealings with all Associates.
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We recognize our individual differences to help improve our ability to address issues and solve problems.
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We treat other Associates, customers, suppliers and visitors with respect, courtesy and dignity.
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We report incidents of harassment, discrimination or intimidation to the proper management representatives.
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We promptly report all accidents, injuries, unsafe conditions or potential hazards.
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We avoid making vulgar, obscene, unwelcome, insulting or similar offensive remarks.
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We do not retaliate against or permit retaliation against an Associate who has complained about perceived discrimination, harassment or a violation of the Code.
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Rev. November 2016
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CBK Code of Conduct
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7
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Q.
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An Associate used a word in a meeting that is offensive to me. What should I do?
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A.
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Speak up and tell the person if you feel comfortable. Some words are universally offensive but some are not. The Associate might not know the word could be offensive to someone else. You also can speak to your Human Resources Business Partner, a member of senior management or contact the Hotline.
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We take meals and rest breaks consistent with applicable state law and Company policy.
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We clock in and out properly and promptly.
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We record our hours properly and accurately.
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We only adjust time records to ensure they are accurate, consistent with Company policy.
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We do not work “off the clock” if you are a non-exempt Associate.
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As managers, we do not allow our non-exempt Associates to work “off the clock” or to volunteer to work without pay.
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We do not adjust time records for the purpose of meeting payroll or budget, or to avoid the payment of overtime, meal or rest break penalties under any circumstances.
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Q.
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Andrea is an assistant manager who typically works noon to 8:00 p.m. and is responsible for closing the store. One week she worked 42 hours but is surprised when her check shows she was only paid for 40 hours of work. When she raises this with Sally, the store manager, Sally tells Andrea that the store was over its payroll budget for the pay period and that Andrea hadn’t been authorized to work overtime, so Sally eliminated all of Andrea’s overtime. Andrea decides not to “make a big deal” out of it as it is “only two hours”. Was Sally right doing this?
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Absolutely not. Sally’s actions violated Company policy. Christopher & Banks has a strict policy on always paying its employees for all hours worked, no exceptions. Since Sally is violating Company policy, Andrea should immediately report the matter, so that Andrea is paid for the overtime and appropriate action is taken towards Sally.
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The possession of illegal drugs in the workplace. The presence of illegal drugs will not be tolerated under any circumstances.
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Using or being under the influence of alcohol, illegal drugs or any other controlled substance during the workday.
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Rev. November 2016
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CBK Code of Conduct
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8
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Understand that the Company encourages Associates to seek professional help for substance abuse before it adversely affects them professionally or personally.
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In any business setting, even social ones where alcohol is served, we represent the Company and are expected to act appropriately and drink responsibly.
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We keep employee records accurate and up-to-date.
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We permit access and use of employee records only for legitimate business purposes,
e.g.
, payroll and benefits administration.
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We do not permit disclosure of personal records in Company files to third parties except for legitimate business purposes consistent with our policies.
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We follow established record retention and destruction policies and procedures.
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We promptly respond to or refer to the appropriate department any questions or concerns raised by employees about their records.
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Q.
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I received a call from an individual outside the Company asking for several Associates’ start dates, titles and base salaries. She told me that she is working with Human Resources on a benchmarking project and that it was urgent. I’m not sure what to do.
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A.
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Information about our Associates contained in the Company’s personnel records is confidential and handled by our Human Resources Department. In this situation, contact the Senior Vice President, Chief Human Resources Officer or your Human Resources Business Partner.
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Provide the highest level of professional care and service to all customers.
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Rev. November 2016
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CBK Code of Conduct
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9
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Q.
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I’ve noticed that several Associates who work with sensitive customer and other confidential information do not log off their computer, even when they leave their work area for meetings or at the end of the day. Is this appropriate?
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A.
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No. To protect customer information and other confidential information, you should always log off of your computer if your work area will be unattended for a period of time.
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We respect customer privacy and follow Company guidelines on protecting such information.
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We use and share customer records only for proper business purposes.
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We are familiar with and follow the Computer Use Policy which contains additional information on the proper handling of the Company’s computer resources and sensitive or proprietary information.
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Know your vendors well. Assess the vendor’s integrity, be familiar with its business practices and perform reference checks.
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Be clear with our merchandise vendors on what is acceptable and what will not be permitted. We all must follow our merchandise vendor compliance approval and set-up process.
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Rev. November 2016
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CBK Code of Conduct
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10
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Monitor payments and invoices used in transactions. Watch for and report any questionable transactions or sudden changes in practices. We are required by law to report cash transactions in excess of $10,000.
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Q.
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A vendor has requested that we pay the vendor's invoice to a third party in a different country. The different country has a reputation for questionable business practices. Should I change the invoicing and make these payments.
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A.
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No. This activity is inconsistent with the Company's accounting practices, looks suspicious, and money laundering may be involved. The Finance and Legal Department should be promptly notified of this request. In general, payments should not be made to a party who did not perform the work to which the payment relates. You should know your vendor, its reputation and business practices. We should not do business with this vendor in this manner and we should follow the advice of the Finance and Legal Departments as to how to respond.
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We conduct day-to-day business activities consistent with the Ethical Principles.
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We seek the advice of the Legal Department before entering into business arrangements with one of our competitors.
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We ensure that all advertising and marketing materials are accurate and not misleading.
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Do not have any contact, whether direct or through others, with any competitor about the cost or pricing of our products, the timing or content of our sales events, or our strategic or financial plans.
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Rev. November 2016
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CBK Code of Conduct
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11
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We know who our suppliers are and any legal restrictions relating to them.
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We examine purchase orders, contracts, letters of credit and other types of requests for information from third parties to ensure they do not contain any boycott-related requests.
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We follow all applicable trade and export control laws of the U.S. and the countries in which we do business.
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We follow all applicable U.S. and local country customs and import laws, particularly those relating to documentation, country of origin markings and classification of goods, among others.
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We do not facilitate doing business with a prohibited country or person, including through third parties.
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We never cooperate with any restrictive trade practice or boycott that is prohibited by U.S. or other applicable laws and promptly report any such requests.
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We never provide inaccurate, incomplete or unsubstantiated invoices or import documentation, including those related to product description, classification, valuation, country of origin or quantity.
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Q.
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A foreign business partner has offered to document a merchandise transaction at a lower price per unit than we are actually paying. This will save a substantial amount of import duties and help the Company. Is this permissible?
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A.
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Absolutely not. Any false documentation of any Company business or transactions is prohibited. Using such false documentation to evade our properly payable import duty by concealing the true value of the goods or their country of origin is improper and likely unlawful.
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Rev. November 2016
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CBK Code of Conduct
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12
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We periodically remind third parties acting on our behalf that bribery and corrupt payments are prohibited.
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We promptly report any requests for a bribe or anything of value by a non-U.S. government official to the General Counsel.
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We do not give or accept something of value in order to improperly gain business or obtain favorable treatment.
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We do not make or offer anything of value directly or indirectly through a vendor or agent to non-U.S. government officials or their relatives that could be interpreted as seeking to obtain or retain business without first consulting with and obtaining approval in advance from the Legal Department and your
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Rev. November 2016
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CBK Code of Conduct
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13
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We do not assume that a payment that may be an accepted practice in the host country is permitted under U.S. law.
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We immediately notify the Legal Department if you are contacted by a government agency or attorney that does not represent the Company.
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We maintain as confidential any matter in which you are contacted by the Company’s Legal Department or outside counsel.
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We do not destroy or alter any documents in anticipation of a request for those documents from the Company’s attorneys or any government agency or a court.
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We do not in any way mislead an auditor or investigator by providing or causing others to provide false, incomplete or non-responsive information.
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Q.
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What happens if I receive a subpoena or request from law enforcement to produce Company documents or give testimony involving the Company?
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A.
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Do not attempt to respond to the issuer of the subpoena directly. You should promptly notify the Legal Department of the request and wait for instruction before responding or providing any information. If necessary, explain to the official that Christopher & Banks’ policy requires notification of the Legal Department before any information is provided.
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Rev. November 2016
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CBK Code of Conduct
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14
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Is this information (a) unknown to people outside the Company, and (b) did you obtain the information in the course of performing your job duties?
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Would the Company be disadvantaged or harmed if others knew this information before the Company determined to disclose it?
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Would your project be disadvantaged or jeopardized if the information were not held in confidence or was prematurely disclosed?
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We use and share confidential information only for Company business and not for personal gain.
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We treat confidential information with care.
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For confidential information that no longer serves a business need or is outdated (and not subject to a legal hold) we dispose of it by shredding or using a shred bin.
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We return all sensitive and confidential information to the Company upon terminating our employment.
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Q.
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What should I consider before forwarding an internal e-mail to someone outside Christopher & Banks?
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A.
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Recognize that internal emails may contain confidential or sensitive information that should not leave the company. Be careful with long email chains – there may be confidential information buried deep within the chain. Remember that emails are easily forwarded beyond the intended audience. Is the outside party subject to a confidentiality agreement with us or have an obligation to keep the information confidential due to their professional relationship with us (e.g. our outside attorneys or our outside accountants?)
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Rev. November 2016
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CBK Code of Conduct
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15
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Appropriately manage and safeguard Company assets.
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Fully and fairly disclose material financial information, which means information an investor would consider important in making an investment decision.
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Maintain complete and accurate financial records.
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Assure the integrity of all Company books, records and accounting practices.
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We follow Company policies and relevant accounting standards relating to the reporting or proper recording of all transactions.
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We properly enter all point of sale transactions.
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We report issues or concerns regarding financial reporting to an appropriate member of management, the Chief Financial Officer, the Vice President, Controller or the General Counsel.
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We always tell a supervisor or manager if you are uncertain about the accuracy of any entry or financial process or if you believe you are being asked to create a false or misleading entry, data or report.
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We always cooperate with internal and outside auditors.
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We promptly report instances when an internal control is being ignored.
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We never encourage or coerce others to violate this Code or otherwise compromise the integrity of the Company’s financial records.
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We never make a false or misleading entry in any report, record or expense claim, whether financial or non-financial.
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We never make a payment or dispose of assets for any purpose other than the purpose recorded on the Company’s books and records.
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Rev. November 2016
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CBK Code of Conduct
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16
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Q.
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How do I know whether I am aware of material, non-public information about the Company?
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A.
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Information is likely to be material if it is important to an investor making a decision about buying or selling the Company's stock. This information includes revenues, earnings, same-store sales comps, senior management changes, government investigations and major litigation. If you are unsure whether you have material information, refrain from trading and consult the General Counsel or Chief Financial Officer.
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Note
: The answers to the following questions can keep you, your family and the Company protected from an insider trading violation:
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Do you have “important” news about the Company or other public companies (positive or negative) that could affect the stock price once the information is announced? If yes, don’t share it or trade.
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Has someone given you a “hot tip” you have reason to believe is insider information? If yes, don’t share it or trade.
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Do you have advance information regarding our quarterly earnings or other significant announcements? If yes, don’t trade until two (2) full business days after our official public announcement of this information.
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Are you unsure whether important Company news is material, non-public information? If yes, don’t share it or trade.
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Disclosures of confidential information to potential or current business partners should only be done after a non-disclosure agreement with such party has been entered into.
(The Legal Department can assist you in preparing such agreements.)
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We do not discuss or disclose sensitive information about CBK, confidential or otherwise, in public places such as airports, hallways, restaurants, schools, shopping malls, etc.
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We do not disclose material, non-public information to family members or to others who might then be tempted to trade on the information or disclose it to others before it is disclosed publicly.
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We do not speak with members of the press unless authorized. Press releases must be reviewed and approved by senior management before they are issued.
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Rev. November 2016
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CBK Code of Conduct
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17
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Q.
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Yesterday, my Manager mentioned that the Company is planning to issue an announcement about adjusting its earnings outlook upward for the current fiscal quarter. I mentioned this to my friend and we agreed now would be a good time to buy CBK stock. Wow, isn’t this great? I really helped a friend make some money and I benefited too.
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A.
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You have violated the law and Company policy by “tipping” your friend concerning material, non-public information and by trading on material, non-public information. As a result:
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You may be subject to serious civil fines and possible criminal prosecution for “tipping” and for trading on material, non-public information. Civil penalties include fines up to three times the gains or losses avoided and can be imposed upon both the trader and the person who tipped the trader. Criminal penalties can include fines and prison.
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You will be subject to discipline, up to and including termination of your employment.
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Your friend may be subject to civil and possible criminal penalties for trading on material, non-public information.
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Your Manager may be disciplined for “tipping” you, particularly if you did not need to know the material, non-public information to perform your job duties.
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We do not knowingly make false statements in any posts.
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We do not misrepresent ourselves.
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We do not pretend to be a Company spokesperson.
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We do not disclose, distribute or otherwise communicate confidential business information.
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We do not use the Company’s logo, trademarks or proprietary graphics (collectively, intellectual property or “IP”) for any commercial purpose, such as selling or advertising any product or service, without the Company’s prior written consent. You should not use the Company’s IP in any posting unrelated to the terms or conditions of your employment that disparages the Company’s brand, products or services. You should not use the Company’s IP in a way which suggests that you are representing the Company or while engaging in conduct that violates Company policy.
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Rev. November 2016
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CBK Code of Conduct
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18
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We do not make comments on behalf of the Company without senior management approval.
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When using Company assets issued to you, such as a personal computer, exercise care to keep it within your possession and control at all times.
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We use good judgment to avoid waste or unnecessary use of Company supplies or property.
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We do follow Company policies regarding use of Company assets.
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We do not misappropriate assets or misuse Company property for our personal benefit or in a manner inconsistent with this Code or our Ethical Principles.
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We do report suspected incidents of theft, fraud or misuse of Company property.
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Q.
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What steps should I take if I lose or misplace my laptop, IPad or mobile device?
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A.
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The theft, loss or other potential compromise of the Company’s confidential information or devices that contain such information should be reported 24 hours, 7 days a week to the IT Department HelpDesk at 763-551-5123.
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Rev. November 2016
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CBK Code of Conduct
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19
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We are clear, accurate and concise in our writings and other communications.
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We stick to the facts – we do not overstate or exaggerate.
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We treat confidential information with care.
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We remember that it may be preferable to call or meet in person rather than to communicate in writing, particularly if we do not yet have all the facts.
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We never speculate or offer an opinion regarding the legality of business conduct.
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We avoid phrases that may be misinterpreted as inappropriate or unethical.
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Q.
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I received an email that contains a statement that could easily be misunderstood or viewed as improper. What should I do?
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A.
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It is important that our written communications are accurate and leave the proper impression. If you are concerned about potential implications of an email, you should call the author and discuss your concerns. You (or the original sender) should consider sending a second email clarifying the intent of the original email. Simply deleting the troublesome email may not be enough. Deleted emails are usually recoverable, and it is important to correct potential misperceptions.
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We
do not assume that emails are informal. Think of email as if it were on the front page of the newspaper. Would you be embarrassed or comfortable with what you wrote being public?
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We
avoid sending e-mails when we are emotional or frustrated.
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We should never write anything in an email that we would not say to someone face-to-face.
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We recognize that a phone call or meeting may be more appropriate for discussing a sensitive or confidential matter.
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Rev. November 2016
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CBK Code of Conduct
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20
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Rev. November 2016
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CBK Code of Conduct
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21
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Q.
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My sister recently began working for a local company that from time-to-time provides goods and services to the corporate office. Given that I am now involved in purchasing goods and services for the Company, could selecting my sister’s company as our vendor create a conflict of interest?
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A.
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Yes. You need to let your manager and the General Counsel know about your sister’s affiliation with a Company vendor and receive approval to order from that company. If you don’t, it might appear that your decisions to purchase supplies from this company show bias or favoritism. By disclosing your sister’s role with our vendor, you ensure that the Company is able to take steps to preserve its reputation for fairness and objectivity.
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Request management review and prior approval of outside activities, financial interests or relationships that may pose a real or potential conflict of interest. Remember that management approval is subject to ongoing review, so you need to periodically update your manager regarding your involvement.
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Avoid actions or relationships that might conflict or appear to conflict with your job responsibilities or the interests of the Company.
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Report potential conflicts of interest that involve you as well as others of which you are aware.
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Obtain necessary approvals before accepting any position as an officer or director of an outside business concern.
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Prior to serving on the board of directors of a bona fide charitable, educational or non-profit organization, you are encouraged to advise the executive in charge of your area.
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Discuss, as appropriate, with customers, suppliers and others with whom we do business these limitations and expectations.
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We do not work with a business outside our Company responsibilities that is in competition with us.
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We do not accept a gift that does not meet the standards described in the Code.
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We do not have a direct or indirect financial interest in or a financial relationship with a competitor, vendor or customer (except for insignificant stock interests in publicly-held companies).
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We do not take part in any Company business decision involving a company that employs our spouse, family member or a close personal friend.
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We do not have a second job where our other employer is a competitor, distributor, vendor or customer of CBK.
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We do not accept personal discounts or other benefits from vendors, service providers or customers that are not available to all CBK Associates.
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Rev. November 2016
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CBK Code of Conduct
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22
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Q.
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I am a management level Associate and have taken a part-time job with a competitor. Is this permitted?
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A.
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No, not without obtaining prior permission from the Chief Compliance Officer and your department head. As a management level Associate, working for a competitor, even during off hours, poses a conflict of interest with the Company in violation of the Code. Further, serving as a director, officer, employee or consultant for companies that do business with the Company is also likely to be a conflict of interest and should be reviewed with your department head, who in turn should discuss the issue with the Chief Compliance Officer.
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Q.
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I recently became an independent sales agent for a mail order cosmetics company. Can I encourage my co-workers to purchase their cosmetics through my new business?
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A.
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Associates should avoid actively and personally promoting a side business at work or soliciting co-workers for new business. This includes trying to sell products or services to co-workers during daily work conversations. Promoting a personal business could be considered a conflict of interest because the associate may be using his or her position for personal gain.
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it involves legitimate business;
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it is reasonable and not lavish in expense;
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it occurs only infrequently or occasionally; and
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it is not intended or likely to appear or be viewed as an inducement or a reward or as an effort to improperly influence you on behalf of the Company.
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Rev. November 2016
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CBK Code of Conduct
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23
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Q.
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A vendor invited me to his company’s annual conference for which my airfare and two nights’ accommodations will be fully paid for. May I accept this invitation?
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A.
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No. As a general rule, vendors should not pay for an Associate’s airfare or hotel accommodations. In addition, the amount involved is substantial. Any appearance of possible impropriety must be avoided.
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Q.
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A supplier has offered me
four
tickets to a local sporting event that they cannot use. The tickets cost $50 each. Can I accept?
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A.
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No. Attending without the supplier does not offer the opportunity to build a legitimate business relationship and would be considered a gift and not business entertainment. The total face value of the tickets ($200) exceeds our gift limitation.
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Q.
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Can I attend the same sporting event if I attended with the vendor’s employees?
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A.
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You can attend so long as the value of the ticket is modest, there is a legitimate business relationship that will be discussed and the vendor is not currently responding to or involved in a proposal to do business with us.
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We engage in political activities only on our own personal time and as an individual, not as a Company representative.
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Rev. November 2016
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CBK Code of Conduct
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24
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our Human Resources Business Partner,
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the head of our department, or
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the senior executives of the Company, including the Chief Compliance Officer.
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Rev. November 2016
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CBK Code of Conduct
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25
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