Code of Business Conduct
CODE OF CONDUCT AND BUSINESS ETHICS
UPDATED MARCH 2018
Over the past eighty years, Revlon has worked hard to build our brands and our reputation. The success of our company is a direct result of our values and the demonstration of integrity in everything we do. We are a company that believes how we conduct business matters as much as the results we achieve. Our global growth is built on the trust that consumers place in our brands, our high quality products, the partnerships we have with suppliers, commercial partners and our respect for the communities where we operate. Above all, we aim to grow our business sustainably and responsibly.
As a U.S. public company with a truly global presence, Revlon is subject to numerous laws, rules and regulations. It is the responsibility of each and every Revlon employee, officer and director worldwide to protect our Company by conducting ourselves in strict compliance with the letter and spirit of this Code of Conduct and Business Ethics (the “Code”) as well as with all applicable laws, and by speaking up if you have compliance concerns.
Our Code outlines the principles, standards and expectations that guide our business and our behavior. The principles embodied in this Code are fundamental to our Company values – as well as to our Company’s success: Let us not forget that the Company’s future is in our hands. Strong reputations take decades to build – but can be damaged or destroyed overnight. We rely on each of you to uphold the highest ethical standards of behavior and to protect the reputation of our Company.
This Code of Conduct and Business Ethics (the “Code”) applies to all Revlon operations, affiliates, and joint ventures, including Elizabeth Arden (collectively, “Revlon” or the “Company”), as well as all directors, officers, employees, and contract labor (collectively, all “Revlon People”).
The Code describes the fundamental principles that guide our conduct. Every Company employee has a responsibility to understand and comply with this Code as well as all additional Company policies and procedures and applicable laws, rules and regulations.
All Revlon people are required to read, understand, and certify compliance with the Code upon hire and upon an annual basis thereafter. Pursuant to local law, compliance with the Code and with all applicable laws is a condition of employment with Revlon. Each of us is responsible for adherence to the standards of conduct set forth in this Code and for speaking up if we do not understand these standards, or are concerned that these standards are not being met.
The Code shall be enforceable to the fullest extent permissible under applicable laws. Where actions otherwise required by the Code (for example, reporting of violations) are inconsistent with applicable laws, Revlon people shall be required to take actions to the fullest extent consistent with both the Code and applicable laws, under the guidance of the Law Department.
Any violation of the Code will lead to disciplinary action up to and including termination of employment, as the facts and circumstances warrant. In certain cases, a Code violation may also constitute a violation of applicable laws, which could result in civil or criminal action against Revlon people or the Company.
To the extent required by applicable rules of the New York Stock Exchange, any waiver of the Code for an executive officer or director must be made by the Company’s Board of Directors or designated committee of the Board. Any such waiver of the Code will be disclosed if and to the extent required by applicable laws.
In some cases, the Code provides only a summary of applicable policies and regulations on a certain topic. In those instances, a cross-reference to the full policy is provided and is thereby incorporated into the Code.
Revlon people are encouraged and expected to raise questions and concerns related to the Code, and to notify Revlon Compliance of any conduct that may conflict with the Code or applicable law.
If you have any questions about the Code, its requirements or implementation, or if you have any concerns regarding potential Code violations, you should immediately contact Revlon Compliance. The Revlon Compliance Line is available 24/7 in whatever language you feel most comfortable. You can also reach out directly to the Chief Compliance Officer, Human Resources, the Law Department, your supervisor, or other leaders identified in the Code.
844-718-6403 or +1-704-916-0601
We Comply with All Company Policies and All Applicable Laws
All Revlon employees are expected to familiarize themselves with the Company policies and procedures that impact their jobs and functions, and to comply with both the letter and the spirit of those policies and procedures. If any questions arise, seek guidance from your manager, the Law Department, the Finance Department, Human Resources, or Revlon Compliance.
Revlon’s operations and the conduct of our employees are always subject to the laws, rules, and regulations of the local countries and jurisdictions in which we operate. As discussed in this Code, Revlon’s operations and employees worldwide are also subject to certain U.S. laws, regardless of the countries in which they may live and work.
Violations of this Code, Company policies, and applicable laws, rules and regulations may result in disciplinary action up to and including termination of employment.
We Comply with U.S. Securities Laws
As a U.S. public company, Revlon operations and employees worldwide must comply with U.S. securities laws, which include prohibitions on insider trading.
In the course of your employment with or service to Revlon, you may become aware of nonpublic information regarding important business or financial affairs of the Company or other firms. The securities laws prohibit trading securities on the basis of such information if it is material. Under U.S. securities laws, information is deemed to be material if an investor would consider it important in deciding whether to buy, sell or hold securities. Examples of types of information that could be considered material are financial results, financial forecasts, dividends, possible mergers, acquisitions, joint ventures and other purchases and sales of or investments in all or part of a company, obtaining or losing important contracts, important product developments, major litigation developments and major changes in business strategy.
Company policy prohibits the misuse of confidential information gained in the course of employment with or service to the Company, including: (i) trading securities on the basis of any such confidential information; or (ii) disclosing such information to another person who uses it for the purpose of trading securities. Information is considered to be confidential if it has not been adequately disclosed to the public. Examples of adequate disclosure include public filings with securities authorities such as the U.S. Securities and Exchange Commission (the “SEC”), issuance of press releases, and meetings with members of the press and the public. If you are aware of confidential information relating to the Company or relating to firms with which we do business or are negotiating or competing, you may not buy or sell securities of the Company or such other firm, or disclose this information to any person who uses it for the purpose of trading securities.
If you have a question as to whether a trade is permissible, you must contact the Law Department and refrain from trading in the affected securities and disclosing the information until you have been authoritatively informed by the Law Department that you are not prohibited from trading.
To guard against even the appearance of improper trading, regardless of whether an employee has knowledge of nonpublic information concerning the Company, the Company has instituted the following Policies regarding trading in securities:
- an employee must not trade Company securities during any “restricted period,” each of which continues from the day after the last day of each fiscal quarter (i.e., April 1, July 1, October 1 and January 1) until 24 hours after the public release of the Company's earnings for that quarter. For example, as the 3rd quarter ends on September 30th, the restricted period would last from October 1 through the end of the 24-hour period after the Company issues its earnings release for the 3rd quarter, giving 24 hours for the Company’s earnings results to be adequately disseminated to the public. Please keep in mind that these restricted periods may change from time to time;
- an employee must pre-clear all transactions in Company securities exceeding $25,000 with the General Counsel or the Deputy General Counsel; and
- all executive officers, directors and other officers and senior management employees designated in writing by the General Counsel or the Deputy General Counsel must pre- clear with the General Counsel or the Deputy General Counsel all transactions in the Company's securities, regardless of the amount involved and regardless of timing.
Additionally, there may be other periods when, because of special circumstances (for example, a transaction), trading in the Company's securities may be restricted; the Law Department will circulate notices of these periods. The Company’s complete Confidentiality of Information and Securities Trading Policy is available on the Revlon Portal or here .
We Do Not Offer, Make, or Accept Improper Gifts or Payments or Launder Money, and We Comply with Company Policy on Lobbying and Charitable Donations
Offering, making or accepting improper gifts or payments (for example, bribes or kickbacks) of any kind on the Company’s behalf or in connection with the Company's business, whether directly or indirectly through a third party, is strictly prohibited. Improper payments include payments that would violate anti-corruption laws such as the U.S. Foreign Corrupt Practices Act of the UK Bribery Act or any other payments made with an improper or corrupt intent. Improper payments need not be in the form of money, but may include gifts, services or amenities or other types of consideration. It is not necessary that a gift or payment actually be given; the promise or offer alone is prohibited. This applies regardless of the country in which the payment is made, and regardless of whether the recipient is a government official or private citizen. This prohibition also includes payments to expedite or facilitate routine government actions.
While Revlon prohibits all improper payments, it is important to know that anti-corruption laws around the world provide serious civil and criminal penalties for improper payments related to government officials. The definition of a “government official” is broad and can include individuals who are employed by any public entity or institution or who perform any official acts on behalf of a government, regardless of status or seniority. Violations of these laws can have severe consequences for the Company, as well as for the individual Revlon People involved.
Revlon sometimes engages in direct advocacy with lawmakers and other government officials, and we sometimes engage third parties to advocate on our behalf. You may not contact any government officials or engage others to do so unless you are expressly authorized by the Chief Compliance Officer. Among other things, this will help ensure that we remain fully compliant with all applicable lobbying laws.
The prohibition on improper gifts and payments applies equally to actions taken by a third party on Revlon’s behalf or in connection to Revlon’s business. Indeed, the Company and Revlon People could face civil and criminal liability for the actions of our third parties. It is therefore critical to remember that we cannot use a third party to take any action on our behalf that Revlon people would be prohibiting from taking directly.
Company Policy also prohibits employees from giving or receiving excessive or uncustomary gifts or services to or from others with whom the Company does business, whether or not such gifts or services constitute improper payments as described above. The Revlon Global Travel & Entertainment Policy is available on the Revlon Portal and here and outlines the required approvals for gifts provided to employees and non-employees. Employees may not give or accept gifts valued at or over $100 USD without approval from the Chief Compliance Officer. Under no circumstances may cash or gift cards in lieu of cash be given to a Customer, Vendor, Business Contact, or Employee without the prior written approval of Revlon Inc.’s CFO and the Chief Compliance Officer. In addition, all gifts must comply with the Company’s Conflicts of Interest Policy, which is discussed below. You or the Company may on occasion, receive a request for a monetary or in-kind charitable donation. All such requests must be referred to the Chief Compliance Officer, and no donation of any kind may be made without the Chief Compliance Officer’s approval.
In addition, people engaged in unlawful conduct may try to conceal their illegal earnings or make them look legitimate. This activity—money laundering—is a crime of its own. You may not facilitate it or engage in it in any way, and we may have an obligation to report transactions that are suspicious or unusual.
“Red flags” that may be indicative of improper payments or money laundering include payments structured in an unusual way or coming from a strange account, overpayments, large payments in cash, and payments made in unexpected currencies.
Employees must immediately report to the Chief Compliance Officer any suspected improper payment, any offer or request made to a Company employee related to an improper gift or payment, or any suspicious transactions.
A copy of the Company’s Policy on “Improper Payments in Connection with the Company's Business” is posted on the Revlon Portal and is available here . If you have questions about anti- corruption laws generally, or the Company's Policy on Improper Payments in Connection with the Company's Business, contact the Chief Compliance Officer.
We Keep Accurate Books and Records
Honest, accurate and understandable recording and reporting of information is critical to our ability to make responsible business decisions. Our financial statements and the books and records on which they are based must fully, fairly and accurately reflect all corporate transactions and conform to all legal and accounting requirements and our internal accounting control policies and procedures for financial reporting, as in effect from time to time. It is therefore against Company Policies and a violation of the Code for any employee to knowingly provide false, misleading or inaccurate information, financial or otherwise, to any Company official.
It is likewise a violation of laws and our policies for any employee to take any action to fraudulently or improperly influence, coerce, manipulate or mislead any independent public or certified accountant engaged in the performance of an audit of the Company’s financial statements for the purpose of rendering such financial statements materially misleading or any action that could be reasonably expected, if successful, to result in rendering such financial statements materially misleading.
If you have reason to suspect that the Company’s books and records are not accurate or in accordance with the above stated requirements, you must immediately report the matter to the Chief Compliance Officer.
It is our policy to comply with all laws relating to records preservation. You should note that under various laws, certain documents must be retained for varying periods. These retention periods are set forth in our Records Retention Policy and Records Retention Schedule. Copies of the Records Retention Policy and Record Retention Schedule are available on the Revlon Portal as well as here .
If you become aware that there is an impending government investigation, threatened litigation, or that the Company has been served with a subpoena or has reason to believe a subpoena may be served, you must contact the Law Department. If the Law Department has issued a Hold Order, you must retain all records that are covered by a Hold Order until the Hold Order has been lifted by the Law Department. If you have questions about records retention Laws generally, the Company’s Record Retention Policy, the Records Retention Schedule or Hold Orders, please contact the Chief Compliance Officer.
We Do Not Engage in Anti-Competitive Behavior
Competition laws (known as “antitrust” laws in the U.S.) are designed to promote free and open competition. All employees must comply with antitrust and competition laws and the principles of the Company’s Antitrust Compliance Guide, as summarized below, in order to ensure that we compete aggressively, but fairly, within the limits of legally acceptable business practices, and to protect us from the consequences of any non-compliance. If you have questions about antitrust laws generally, or the Company's Antitrust Compliance Guide and its principles, please contact the Chief Compliance Officer. A copy of our Antitrust Compliance Guide is posted on the Revlon Portal as well as available here for review.
- Pricing: We must always make independent pricing decisions for each of our products based on factors such as value to the customer, costs and competitive pressure in the marketplace. The exchange of confidential information with competitors, such as product prices, fees charged, promotional allowances, promotional plans, MDF allowances, profit margins or credit and billing practices, is prohibited. In addition, in the U.S., all promotional allowances and services, free goods, display fixtures, volume discounts, advertising, merchandising assistance and demonstrators must be offered, on functionally equivalent, proportionately equal terms, to all customers who compete in selling the Company's like products. If you have questions about fair pricing, contact the Chief Compliance Officer.
- Resale Price Maintenance: We may recommend resale prices to customers, but do not set or enforce minimum resale prices. It is illegal and against our policy to use any threats or coercion or otherwise interfere with a customer's right to establish its own resale prices.
- Tying: Tying may occur when a buyer is required, as a condition of purchasing one product, to also purchase a second, distinct product. Tying arrangements should never be implemented without first consulting the Chief Compliance Officer.
- Competitors: Any agreement, whether formal or informal, or any joint activity involving the Company and any other party, the intent or effect of which is to reduce competition, may violate the antitrust and competition laws and regulations. Any communication with a competitor’s representative is particularly susceptible to antitrust scrutiny. Trade association meetings and other industry gatherings often provide a potential pitfall under the antitrust laws because they bring together competitors – people with common interests and problems – who may discuss matters of mutual concern.
Revlon People must avoid any discussion, action or transaction, directly or indirectly, which may involve prohibited conduct, and must immediately report any knowledge of such conduct or raise any questions about what is permissible conduct to the Chief Compliance Officer, before any action is taken. Revlon People should further consult with the Chief Compliance Officer whenever they have any concerns about proposed conduct that may have an anticompetitive purpose or effect.
We Use the Company’s IT Resources Appropriately
It is the responsibility of all individuals granted access to Revlon’s IT resources, including but not limited to e-mail, instant messaging, and the Internet, to access and utilize those resources for appropriate business purposes in a professional, ethical and lawful manner.
All users who have been provided with Revlon-owned mobile devices must use these devices and handle Company information on the devices in accordance with Revlon policies. Per Company policy, employees may only connect to the Revlon Network with Company-owned devices (e.g., workstations, laptops, mobile devices) unless prior approval has been obtained from the Revlon IT Department.
Company business and communications should only be conducted on the Revlon Network. Revlon employees are not permitted to use personal email addresses to transact Company business or to send, transmit, or receive Company information without prior approval from the IT Department. A limited exception will apply in the event that the Revlon Network is temporarily unavailable, but when the Revlon Network becomes available such communications and/or information should be deleted from your personal email immediately.
Limited personal use of Company resources (e.g. E-mail systems or access to Intranet or Internet Websites) and use of Instant Messaging and access to personal E-mail accounts from the Revlon Network is permitted if:
(1) All requirements of Company policies are followed;
(2) Company information is not disclosed or posted to the Internet or the Intranet for anything but legitimate business purposes;
(3) Use is not for personal gain or profit that conflicts with the Company's interests or is a violation of Company policies;
(4) Use is appropriate in terms of time and content and does not detract from the employee’s business responsibilities; and
(5) IT Resources are not used for inappropriate, harmful, or illegal purposes.
The Company does not confer any guarantee of privacy to Employees for their personal or professional use of Revlon’s IT resources. Revlon owns the Revlon Network and all information that is stored or processed on that network including, but not limited to, documents, spreadsheets, ideas, inventions, processes, designs, concepts, formulas, algorithms, data, programs, applications, documentation, studies, tests, literary work, audiovisual work and any other work of authorship or other information created, sent, received, deleted, stored or otherwise associated in any way with the Company’s business. As the owner, Revlon in its sole discretion may access, monitor, review, intercept, quarantine, copy, delete, or disclose any information stored on or transmitted through the Network including but not limited to software, electronically stored documents, e-mail, telephone messages, instant messages, text or SMS messages, Internet access, and communications and information captured, stored, or synced to the cloud using Revlon-issued mobile devices, in accordance with local laws and regulations. Employees and Non-Employees may be required to provide their Revlon-issued mobile devices or any personal device that may be determined to contain Company information in connection with any Revlon legal or investigative matter, subject to applicable laws.
For additional information, please see the Revlon Global Privacy and Information Security Acceptable Use Policy, which is available here , or contact the IT Department
We Keep Company Communications Professional
Internal company documents are frequently one of the most important factors in a government investigation or a private litigation. All documents and communications created by Revlon employees on the Revlon Network or in connection with Revlon’s business may be considered corporate records that are subject to production and review in a court of law. It is therefore important that employees exercise professionalism in all communications and consider purpose and context when creating documents. Remember to keep communications professional and avoid attempts at humor or sarcasm that could be misconstrued when reviewed by regulators or courts.
We Protect Privacy of Communication
It is our policy to comply fully with all laws governing wiretapping and other forms of electronic surveillance. Unless otherwise expressly approved by the General Counsel, it is a violation of our policy for any employee to use any electronic, mechanical or other device to intercept or record the contents of any telephonic, facsimile, modem-transmitted, electronic mail or other electronic communication, unless all of the parties to the communication consent to the interception. This includes, but is not limited to, the use of telephone extensions to overhear other individuals’ conversations. Unless otherwise expressly approved by the General Counsel, it is also a violation of our policy for any employee to use or disclose communications that have been intercepted or recorded in violation of this policy, regardless of whether the employee was responsible for the interception or recording of the communication.
Our policy also prohibits, without the express permission of the Global Director of Security or Chief Compliance Officer, the use of any device on Company property or in connection with Company business to make any sound, photographic or other video recording of another person, unless all persons being recorded are aware of the recording and consent to it.
We Protect Company Assets, Intellectual Property, and Confidential and Proprietary Information
All employees have a responsibility to protect the Company’s assets and ensure their efficient use. All employees must use Company assets only for legitimate business purposes. The misappropriation of Company assets, the provision of any products to any person or entity not in accordance with established Company Policy, and the retention of any benefit that belongs to the Company from a customer, supplier or other person with whom the Company does business, is prohibited. This prohibition includes unauthorized use of the Company’s communications equipment, computers, related facilities or other Company assets, including proprietary information and trade secrets. Such Company assets must not be used for any illegal purpose. Employees must report any theft, fraud, embezzlement, misuse or misappropriation of Company property or resources to the Chief Compliance Officer.
Various Laws govern the use of material and/or information which may be the subject of a trademark, patent or copyright or which may be treated as a trade secret. The Company owns (and/or uses under license) numerous trademarks, patents, copyrights and trade secrets (“ intellectual property”) that are vital to its success. To protect our rights, employee use of all intellectual property must be in accordance with all applicable Laws and our Policies, including the Employee Agreement as to Confidentiality and Non-Competition, that all applicable employees signed upon their hire; a copy can be found in the Human Resources department. In addition, we are committed to not infringing the legal rights of third parties with respect to intellectual property owned by them.
A copy of our Global Trademark, Copyright, and Domain Name Policy is posted on the Revlon Portal and is also available here . If you have questions about copyright or trademark laws or our Global Trademark, Copyright, and Domain Name Policy, please contact the Law Department. If you have questions about the patentability of a product or idea, patent law or trade secrets laws, or our Unsolicited Submission Policy, which is available on the Revlon Portal and also here , please contact the Law Department.
The Company has developed and uses confidential and proprietary information in the operation of the Company and may, in some instances, have access to the confidential and proprietary information of other parties. Such information consists of any valuable, confidential information which is used in the Company’s business. Employees may not improperly disclose or use any confidential or proprietary information learned as a result of their relationship with the Company. Company Policy prohibits the use of confidential or proprietary information by employees for their own purposes or the disclosure of such information to unauthorized employees or third parties such as competitors, customers, clients or outside contractors. Company Policy also prohibits the improper use by employees of confidential or proprietary information obtained from former employers or other third parties.
We Comply with U.S. and Other Applicable Trade Regulations
The Company and all Revlon People must comply with U.S. trade regulations, regardless of the country in which you are operating. If you are operating in a country outside of the U.S., you must also comply with the trade regulations and other laws of that country. The fact that, in some countries, certain laws may not be aggressively enforced in practice, or that certain violations are not subject to public criticism or penalty, will not excuse any instances of non-compliance. If you have a question as to whether certain activities are prohibited, contact the Chief Compliance Officer and abstain from the activity in question until he or she informs you that the activity may be conducted.
All Revlon people and operations worldwide must comply with the following U.S. trade regulations:
- Anti-boycott Laws. Anti-boycott laws are designed to prevent businesses from cooperating with unsanctioned boycotts, whether by way of: (i) refusal to do business with another person; (ii) discriminatory employment practices; (iii) furnishing information on the race, religion, sex or national origin of any U.S. person; (iv) furnishing information concerning any person’s affiliations or business relationships with a boycotted country or any person believed to be restricted from doing business in the boycotting country; or (v) utilization of letters of credit containing boycott provisions. Revlon is prohibited from participating in or complying with unsanctioned boycotts and is required to promptly report any boycott-related requests. Any such requests must be immediately reported to the Chief Compliance Officer.
- U.S. Trade Sanctions. We comply with U.S. trade sanctions regardless of where we operate in the world. Currently, trade restrictions or prohibitions are in effect with respect to Cuba, Iran, North Korea, Sudan and Syria, and additional restrictions apply with respect to certain other countries. In addition, business dealings with “Specially Designated Nationals,” or other “Denied Persons” as designated by the U.S. government, are prohibited. These prohibitions and restrictions are subject to change and may affect exports, imports, travel, currency transactions, and assets and accounts. The civil and criminal sanctions that may be imposed for violations are severe. Accordingly, employees with responsibility for international activities should consult frequently with the Law Department and/or the Chief Compliance Officer and ensure that third parties are appropriately screened against sanctions lists.
We Comply with Environmental Laws and Regulations
It is our policy that all employees comply strictly with the letter and spirit of applicable environmental laws and the public policies they represent. It is also our policy to seek ways to ensure that our activities not only meet, but exceed, applicable environmental laws. We are committed to evaluating all potential environmental impacts in corporate decision-making with a view to enhancing conservation of energy and natural resources, minimizing the release of any pollutant that may cause environmental damage, minimizing the creation of waste, disposing of waste through safe and responsible methods, and minimizing environmental risks by employing safe technologies and operating procedures and by being prepared for emergencies.
All employees are required to fully cooperate in the implementation of our environmental compliance program, as follows:
- It is each employee’s responsibility to ensure that his or her activities strictly adhere to all applicable environmental laws, to all related Company Policies, and to the requirements, limitations and conditions of all environmental permits;
- By-passing any environmental control or monitoring device is strictly prohibited;
- The Company prohibits, without exception, the entry of information known to be false on any governmental environmental form, on any monitoring report or in response to any request for environmental information from any governmental agency. Tampering with or dilution of samples, or otherwise providing false information about the results of sampling, testing or analysis, as well as intentional failure to follow permit conditions or applicable protocols for collecting, sampling, testing, analyzing or recording of environmental data, are also strictly prohibited; and
- Employees must immediately report any spill or other unpermitted release of a hazardous substance to their supervisor and in accordance with the specific spill reporting policy in effect at their facility.
If an employee becomes aware of any violation or possible violation of any environmental Law, any provision of false information or data, any by-passing of any environmental control or monitoring device, or any other violation or possible violation of the Company's environmental or worker safety and health policies and procedures, such information must immediately be reported to his or her General Manager and to the Chief Compliance Officer.
We Protect Consumers through Product Compliance and Quality Assurance
We conduct our business in compliance with all applicable Laws governing the manufacture, labeling and distribution of our products. In particular, in the U.S., all requirements of the federal Food and Drug Administration (the “FDA”) must be observed, as well as those of various other federal, state, local and foreign regulatory authorities, including those in the European Union (“EU”), Canada and other countries in which we operate. Such Laws include those relating to quality and safety standards for our products. Quality has been and continues to be the hallmark of our products. Employees are required to adhere to established Company quality standards and quality control and quality assurance procedures. Employees who are aware of any deviations from the Company's established quality standards and procedures, whether intentional or accidental, or of any circumstances in which any of the Company's products are or become adulterated or misbranded or otherwise violate FDA, EU or other laws, must immediately bring these matters to the attention of their supervisor, the Law Department, or the Chief Compliance Officer. Violations of these Laws, even if totally unintentional, carry severe penalties and could result in criminal prosecution of the Company and any involved employees.
We comply with Advertising Laws and Regulations
Advertising is regulated by Laws enacted in various countries in which the Company conducts business. Generally, these Laws prohibit false, misleading or deceptive advertising and related activities in the promotion and sale of Company products. All advertising claims about our products (including those claims made in print, radio, TV or which appear on product packaging and those made on the Internet) must be truthful and have a reasonable basis in fact. In particular, in the U.S., the Federal Trade Commission (the “FTC” ) requires that all advertising claims be substantiated in advance of their publication or dissemination, and as a practical matter, all television networks in the U.S. and abroad require substantiation of advertising prior to being aired. Fair and accurate advertising is essential not only to comply with applicable laws, but also to preserve the Company’s goodwill and reputation. Employees must not create, approve or disseminate any advertising materials for our products which are false, misleading or deceptive or not in compliance with laws. All advertising and product claims, whether made to the trade or to the public and whether made through the media, over the Internet or on product packaging, displays or otherwise, must be reviewed and approved by the Law Department, in accordance with Company Policies, prior to being disseminated.
We Provide Truthful Information and Engage in Fair Dealing
It is a violation of our policy to knowingly and willfully make false statements or conceal a material fact in any communication to the Company related to official Company action, including statements related to employment, services for the Company, employee benefits, statements made in connection with investigations and required employee reports.
Similarly, each employee should endeavor to deal fairly with our customers, suppliers, competitors and employees. Company employees may not engage in any scheme to defraud the Company or a customer, supplier or other person with whom the Company does business out of money, property or services or to wrongfully withhold or misappropriate the property of others.
It is a violation of our policy, and a criminal offense punishable by fines and imprisonment, for employees knowingly and willfully to make or cause to be made a false statement, orally or in writing, to a government official. It is similarly a violation of our policy and the Law to knowingly and willfully conceal or cause to be concealed a material fact called for in a governmental report, application or other filing. This Policy extends to all communications with any federal, state, local or foreign government agency. If you become aware that false information has been provided to anyone on behalf of the Company, you must immediately contact the Chief Compliance Officer.
Revlon will not tolerate fraud or dishonesty of any kind—whether it is committed against Revlon or anyone else.
We Follow Company Procedures when Responding to Inquiries from the Press and Others
In order to ensure that our communication with external parties is accurate and consistent with applicable Laws, we limit the individuals who may communicate with the press, news media, investors, analysts, governmental bodies and others. If someone outside the Company, such as the news media, a securities analyst, an investor or a governmental regulatory body, asks you questions about the Company, either directly or through another person, you should adhere to the following procedures:
- Requests for financial or business information about the Company from any member of the investment community, including securities analysts, fund and portfolio managers, directors of research and brokers, or any member of the business or financial press or any other news media must be immediately referred to the Chief Financial Officer; the Vice President, Chief Accounting Officer, Corporate Controller, Treasurer and Investor Relations; or the Deputy General Counsel;
- Requests from the press and other media outlets about ourproducts, marketing, philanthropic efforts and the like must be immediately referred to the Law Department or Corporate Communications;
- Requests for information generally or other contacts fromany government or regulatory body (U.S. or non- U.S.) must be immediately referred to the Chief Compliance Officer, the General Counsel or another attorney in the Law Department. If the agent or representative asks you to provide information, or copies of any data or documents relating to any transactions or other activities of the Company, you must inform the agency representative that you are not authorized to provide such materials, but that an authorized Company representative will respond to their request, and refer the agent to an attorney in the Law Department. You are not permitted to respond to a request for Company information or documents without specific consultation with, and direction by, the Chief Compliance Officer or General Counsel. Similarly, if you receive any form of subpoena, a Civil Investigative Demand, or other form of legal process, you must promptly inform the Law Department and forward the subpoena to the Chief Compliance Officer and General Counsel. You must not take any other action until further advised by the Law Department.
It is important that employees follow these directives and immediately contact the designated individual or department rather than respond to any such inquiries or contacts themselves. Similarly, requests for proposed interviews with any of our employees by the financial community or news media, and the issuance of any press releases related to financial matters, must be reviewed and approved in advance by each of the following: (1) the Chief Compliance Officer; (2) the Chief Financial Officer; and, if appropriate, (3) the Company’s Chief Accounting Officer, Corporate Controller, Treasurer and Investor Relations. Company-initiated interviews also must be approved by such officers before they may be scheduled with the media.
We Comply with Labor and Employment Laws
All employees must comply with all applicable laws concerning labor and employment. We are bound by these laws and have established policies and programs, including equal employment opportunity policies, affirmative action plans, safety and health programs and wage and hour procedures, to ensure compliance with all applicable legal requirements. All Revlon people must comply with anti-discrimination and equal opportunity laws and the principles of the Company's Reaffirmation of Revlon’s Affirmative Action and Equal Employment Opportunity Policy; Revlon’s Reasonable Accommodation Policy; Revlon’s Policy Prohibiting Harassment, Including Sexual Harassment, in Connection with Employment (the “Reaffirmations”), as summarized in this Code. If you have questions about anti-discrimination and equal opportunity laws generally, or the Company’s Reaffirmations and the principles summarized in this Code, please contact your local Human Resources Department, the Law Department, or the Chief Compliance Officer. The Reaffirmations are available on the Revlon Portal or here .
- Equal Employment Opportunity. We are dedicated to the goal of providing equal employment opportunity for all employees without discrimination or harassment based on any impermissible classification including, but not limited to, race, color, creed, religion, sex, gender identity or expression, national origin, citizenship, age, disability, marital status, veteran status, sexual orientation or any other legally protected classification. Consistent with this Policy, we will not tolerate discrimination against our employees by any employee or any individual or firm with which we do business based upon any impermissible classification. If you believe you have been subjected to unlawful employment discrimination, you should immediately contact the Human Resources Department, the Law Department, or the Chief Compliance Officer.
- Sexual Harassment. As part of our equal employment opportunity policy, we are committed to protecting the right of our employees to work in an environment that is free from sexual harassment. Sexual harassment may include any differential treatment because of gender, unwelcome sexual advances, requests for sexual favors, and verbal, physical or visual conduct or conditions of a sexual nature that have the effect of unreasonably interfering with an employee's work performance or which create an intimidating, hostile or offensive work environment for a reasonable individual. If you believe you have been the victim of sexual harassment, you should immediately contact your direct supervisor, department head, the Human Resources Department, the Law Department or the Chief Compliance Officer.
- Safety and Health. We are committed to eliminating hazards from the workplace, providing our employees with a safe and healthy work environment and complying with all applicable occupational safety and health Laws. Employees are required to report any adverse health or safety incidents or conditions, including broken equipment or machinery and accidents, to the person responsible for safety at each facility or the Chief Compliance Officer.
- Violence-Free Workplace. We will not tolerate any level of violence, or threats of violence, in the workplace. Relatedly, firearms and other weapons are not permitted on Company property with the advance express written permission of the Chief Compliance Officer-even if you have a license or permit to carry such a weapon. Any violation of this provision should be reported immediately to the Chief Compliance Officer and the Head of Global Security. In the event of an emergency, you should dial 911 or the applicable emergency services number. The Company’s Workplace Violence Policy is available on the Revlon Portal or here .
- Substance Abuse. To promote productivity, protect the safety of others, and insure compliance with the law, illegal drugs are strictly forbidden, nor may you perform your job under the influence of any illegal drugs, controlled substances, or misused prescription drugs.
We Avoid and Report Conflicts of Interest
We are committed to promoting the avoidance of actual or apparent conflicts of interest between personal and professional relationships and the ethical handling of any complaints regarding such matters. Separate and apart from complying with applicable laws governing our operations and related Policies, certain of which are described above, each Company employee has a primary business and ethical responsibility to the Company to avoid any interest, activity or relationship that may interfere or conflict with, or have the appearance of interfering or conflicting with, the performance of the employee’s duties to the Company in a loyal and effective manner to the best of its ability and in the Company’s best interest. Accordingly, it is Company policy that no employee shall enter into or permit there to continue any interest, relationship or activity that creates an actual, apparent or potential conflict of interest with the Company, unless such situation is reported to and approved in advance by the Chief Compliance Officer.
In general, “conflicts of interest” include any interest, relationship or activity that is incompatible, or has the appearance of being incompatible, with the Company’s best interests or which potentially affects, reasonably could be expected to affect, or has the appearance of affecting, an interested person’s objectivity in performing services for the Company in a loyal and effective manner to the best of its ability and in the Company’s best interest. A conflict of interest also occurs when an individual’s private interests interfere in any way, or even appear to interfere, with the Company’s interests as a whole. A conflict of interest situation can arise when an employee has interests that may make it difficult to perform objectively and effectively its duties for the Company. Conflicts of interest also arise when an employee or a member of its immediate family or someone with whom the employee has a close personal relationship receives improper personal benefits as a result of the employee’s position in the Company.
It is recognized that in certain cases, enterprises in which officers, directors or employees have an interest may be actual or potential customers or suppliers of goods or services to the Company. In such cases, those relationships or interests will not pose a conflict of interest if the terms of the transaction are at least as favorable to the Company as terms that would be available at the time for a comparable transaction in arm's length dealings with an unrelated third party. The determination of whether the terms of such interest, relationship or activity meet the foregoing standards shall be made by our Chief Compliance Officer.
- Investments: The Company discourages employees, their immediate families, and persons with whom the employee has a close personal relationship from investing in firms that compete with us or with which we or our business partners have business relations. Because of the risk of creating divided loyalty, or its appearance to other employees and to other firms with which we deal, employees and any member of their immediate family may not have a substantial investment in a present or potential competitor, customer or supplier of the Company or any other firm with which we or our suppliers, customers or competitors deals or reasonably might deal. This would exclude an investment otherwise determined by the Company’s Chief Compliance Officer or Deputy General Counsel not to constitute a conflict of interest in accordance with the guidelines set forth in this Conflicts of Interest section of the Code. Normally, a substantial investment would not include an equity interest which is 5% or less of the capital stock or other equity of a publicly-traded company.
- Outside Activities of Employees: An employee may not serve as a consultant to, or as a director, officer, employee, partner, agent or representative of, an organization that is or potentially is a competitor, customer, supplier or other business account of the Company or a supplier or customer of any such firm, except to the extent determined by the Company’s Chief Compliance Officer or Deputy General Counsel not to constitute a conflict of interest. Even if an employee receives no pay from such an organization and/or has no direct or indirect contact with such organization in the performance of its work for the Company, such a relationship can create the appearance of divided loyalty and the risk that the employee may inadvertently disclose proprietary information to such organization or allow such organization to benefit through the employee’s identification with the Company. A conflict of interest may also exist if the employee’s outside activities are so demanding on the employee’s time or attention that they interfere with the employee’s job performance or performance of services. In addition, employees cannot use Revlon property in connection with their outside employment or business activities except in very limited (de minimis) ways, nor can they use their position at Revlon to benefit their outside employment or business activity in any other way. Finally, if an employee might receive public attention for work the employee does in connection with outside employment or outside volunteer activity, the employee must let his or her supervisor or the Chief Compliance Officer know.
- Employees’Personal Relationships: Since individuals tend to identify their interests with those of their family members and persons with whom they have a close personal relationship,immediate family members of employees and other persons with whom employees have a close personal relationship (such as a significant other or longtime friend) generally should refrain from activities in which it would be improper for the employee to engage. For purposes of our Conflicts of Interest Policy, “immediate family” means an employee’s spouse, parents, children, siblings, mother-in-law and father-in-law, daughter(s)-in-law and son(s)-in-law, sister(s)-in-law and brother(s)-in-law and anyone else who shares the interested person’s household (other than domestic help).
- Workplace Relationships: Personal relationships in the workplace can give rise to actual or potential conflicts of interest. If an employee is a manager or is involved with making employment decisions, the employee must disclose to the Chief Compliance Officer any actual or potential conflicts of interest the employee may have with respect to any individual the employee is managing or about whom employment decisions are being made. Note: while romantic relationships sometimes develop at work, they too can give rise to actual or potential conflicts and they must also be disclosed. At no time may any manager supervise an employee with whom he or she has a romantic relationship.
Employees are obligated to review their own personal and investment situations as well as those of and their immediate family members and people with whom they have a close personal relationship and discuss with the Chief Compliance Officer any actual, apparent or potential conflicts of interest that arise (including any possible conflicts of interest that could reasonably be expected to arise) by virtue of their own activities or the activities of their immediate family members. The determination by the Chief Compliance Officer that any interest, relationship or activity does not constitute a conflict of interest because it is at least as favorable to the Company as terms that would be available at the time for a comparable transaction in arm’s length dealings with an unrelated third party shall not be considered a waiver of the Company's Conflicts of Interest Policy.
We Use Social Media Responsibly
You must use good judgment and common sense when using your personal social media. You must never disclose confidential information of the Company or any of its employees, subsidiaries, or affiliates in your personal social media and other online postings; you must never appear to be speaking for Revlon or any products or individuals on its behalf in your personal social media postings; and you must never do anything that would be illegal, violate this Code, or embarrass you or the Company. The full Social Media Policy is available on the Revlon Portal or here . Nothing in the Social Media Policy should be interpreted to prevent you from engaging in activities that are protected under the law.
We Do Not Make Prohibited Political Contributions
All Revlon People must comply with applicable campaign finance and ethics laws. The Company prohibits the use of Company funds, assets, services or facilities on behalf of a political party or candidate, except under certain limited circumstances. Our policies are not intended to discourage or prohibit employees from voluntarily making personal political contributions, participating in the political process on their own time and at their own expense, expressing their personal views on legislative or political matters, or engaging in any other lawful political activities. However, the Company prohibits employees from compensating or reimbursing any employees or individuals associated with the Company, in any form, for a political contribution that these persons intend to make or have made. Any personal solicitations of employees and individuals associated with the Company for contributions to a political party, candidate or political action committee must be approved in advance by the Chief Compliance Officer and must communicate that all contributions are voluntary, that no one will be adversely affected as a result of his or her decision not to contribute, and that political contributions are not tax deductible.
We Speak Up and Report Concerns to Revlon Compliance
If you know of or suspect a possible violation of applicable laws, or any provision in the Code, you must report that information immediately to the Chief Compliance Officer, or to your immediate supervisor, or as otherwise directed in the Code. The contact information of the Chief Compliance Officer, and other Company executives referred to in this Code, is set forth at the start of the Code. Reports of possible violations may be submitted anonymously; however, it is preferred that you give your identity when reporting possible violations, to allow the Chief Compliance Officer to contact you in the event further information is needed to pursue an investigation. You will be afforded the maximum possible confidentiality consistent with enforcing the Code.
If you are involved in the possible violation covered by the complaint, the fact that you reported the possible violation, together with your degree of cooperation, and whether the possible violation is intentional or unintentional, will be given consideration by the Company in its investigation and any resulting disciplinary action.
No person reporting a possible violation will be made to suffer public embarrassment or be subject to retaliation because of a good faith report made by such person. Any Company employee responsible for reprisals against any individual who in good faith reports known or suspected possible violations will be subject to disciplinary action, including termination where appropriate. However, the submission of a report which is known to be false or with reckless disregard as to its truth constitutes a violation of the Code and will result in disciplinary action, including termination where appropriate.
We Support Investigation of Potential Code Violations and Prohibit Retaliation
All reported violations of applicable laws, the Code or our related Policies will be promptly and thoroughly investigated and will be treated confidentially to the extent consistent with enforcing the Code.
All such investigations will be coordinated by the Chief Compliance Officer. Revlon People are expected to cooperate fully and truthfully in the investigation of any alleged violation of applicable Laws or of the Code or related Policies. Providing false information in connection with any Code investigation, or refusing to cooperate in any Code investigation, is a violation of the Code and will result in disciplinary action, including termination of employment where appropriate. Employees must not conduct their own investigations. Acting on your own may compromise the integrity of an investigation and adversely affect both you and the Company.
If the investigation indicates that corrective action is required, the Company will decide what steps it should take to rectify the problem and avoid its recurrence. Disciplinary actions, including, without limitation, termination of employment, removal from position, discontinuation of services or other action as may be appropriate, may be taken:
- against employees who authorize or participate directly, and in certain circumstances indirectly, in actions which are a violation of applicable laws, the Code or the Company’s related Policies;
- against employees who fail to report a violation of applicable laws, the Code or the Company’s related Policies or withhold information concerning a violation of which they become aware or should have become aware;
- against employees who make a report of a violation which is known by the reporting person to be false or of which the reporting person has reckless disregard as to its truth;
- against employees who provide false information or otherwise fail to cooperate in an investigation of a Code matter;
- against the violator’s supervisor(s), to the extent that the circumstances of the violation reflect inadequate supervision or lack of diligence by the supervisor(s); and
- against Company personnel who attempt to retaliate, directly or indirectly, or encourage others to do so, against an employee who reports in good faith a violation of applicable laws, the Code or the Company’s related Policies.
We are committed to promoting and ensuring compliance with our Code and all applicable laws, including those designed to protect whistleblowers who may report fraudulent activity that can damage the Company or its investors pursuant to the Sarbanes-Oxley and Dodd- Frank Acts. To that end, Revlon strictly prohibits retaliation against any individual who, in good faith, reports a potential violation or participates in a compliance investigation. Specifically, it is a violation of our Code for any employee to discharge, demote, suspend, threaten, harass or in any other manner retaliate or discriminate against an employee in the terms and conditions of employment because of any lawful act done by an employee in good faith to initiate or cooperate in an internal investigation or in an investigation of misconduct conducted by any federal law enforcement or administrative agency.