Gap Inc.'s code of ethics, titled "Code of Business Conduct," was created in
1998 (and is updated from time to time) to promote and ensure a responsible
and ethical work environment for all Gap Inc. employees and directors.
Reflecting our global reach, we offer the Code in seven languages. Select from
the menu below to launch a print-friendly PDF version of the language
indicated.
To confidentially, and anonymously if requested, report suspected violations of our Code of Business
Conduct, see the Code
Hotline page.
| Code of Business Conduct Quicklinks |
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Letter to Employees
Gap Inc. was founded in 1969 on the principle of conducting business in a
responsible, honest and ethical manner. Today, Gap Inc. remains committed to
meeting the highest standards of business conduct. Nothing less will do.
We make this commitment to our shareholders, customers, neighbors and each
other not only out of legal obligation, but because it's the right thing to
do. Gap Inc.'s success depends on a reputation for integrity and quality in
everything we do.
We all make an important contribution to the Company's reputation. As we look
to the future, each of us is responsible for helping ensure that we continue
to meet the standards that have made Gap Inc. a leader.
Glenn Murphy
Chairman and
Chief Executive Officer
Gap Inc.
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Michelle Banks
Chief Compliance Officer
Gap Inc.
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About the Code of Business Conduct
Purpose
The Code of Business Conduct ("Code") is designed to
promote a responsible and ethical work environment for all Gap Inc. employees
and directors. The Code contains guidelines on proper behavior in the
workplace and whom you should contact if you have specific questions or
concerns. The Code applies to all Gap Inc. employees and members of the Gap
Inc. board of directors.
References in the Code to Gap Inc. or the Company are generally intended to
mean Gap Inc. and its subsidiaries as a group.
Your Responsibilities
In doing your job, you are responsible
for abiding by Gap Inc. policies and all local and national laws in all
countries in which the Company does business. You are responsible for knowing
and following the laws and policies that relate to your job, including the
policies in the Code and all other Company policies, such as Employee Policy
guides, Policy and Procedure manuals, employee handbooks, Human Resource
manuals, and the Electronic Communication Policy, etc. Violating these
policies may result in corrective action up to and including termination of
employment, recovery of damages and filing of criminal charges. However, most
problems can be easily avoided by simply using good judgment and seeking
guidance when questions arise. It is your responsibility to raise questions,
make appropriate disclosures and bring potential problems to the Company's
attention.
Questions to ask ourselves:
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Is this the right thing to do? |
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Is this legal? |
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Are you authorized to do this? |
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Is this permitted under our Code of Business Conduct? |
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Would I want to see this reported in the media? |
If the answer to any of these questions is NO, you should discuss the
situation with your supervisor, the Human Resources department or the
Corporate Compliance & Governance department immediately.
Supervisors at the manager level and above are responsible for reviewing the
Code with their employees and preventing, detecting and responding to
compliance problems by:
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Leading with integrity; |
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Encouraging employees to raise questions and concerns; |
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Providing education and counseling to employees; |
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Initiating periodic compliance reviews with employees; and |
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Taking prompt and effective action where appropriate. |
Applicable Laws
If the Code or the Company requires you to take
an action or prohibits you from taking action that you believe is in violation
of a law, or if you believe there is a conflict between the applicable laws of
two or more jurisdictions, call the Code Hotline.
The Company acknowledges that there are differences in local laws and
practices between countries. In some instances, the Code establishes policies
and/or requirements that would not otherwise be required in some countries. In
keeping with the Company's commitment to meet the highest standards of
business conduct wherever we do business, all employees must comply with all
aspects of the Code, even if it is not required by local laws. Conversely,
there may be laws in certain countries which may not specifically apply
outside of those countries, and therefore, are not specifically addressed in
the Code. Such laws would be addressed in Company documents such as Employee
Policy guides, Policy and Procedure manuals, employee handbooks, Human
Resource manuals, and the Electronic Communication Policy, etc. You are
responsible for knowing and following all such laws and policies that relate
to your job.
Throughout this Code, references to "applicable laws" includes any law, rule
or regulation applicable to the Company or its employees or directors.
Obtaining Additional Information
If you have questions about
the policies outlined in the Code or would like additional information, talk
to your supervisor or refer to the Open Door Policy. You can also contact the
Human Resources department or the Corporate Compliance & Governance department.
Reporting Code Violations
It is important to report all
violations or suspected violations of the Code. Gap Inc. maintains a Code of
Business Conduct hotline ("Code Hotline") that you can use to report suspected
violations of the Code. Reports to the Code Hotline may be made anonymously
upon request. Confidentiality for those who report will be maintained to the
extent possible. Neither your supervisor nor the Company will take any action
against you for reporting suspected misconduct in good faith.
To report questions or concerns anonymously, call the
Code Hotline.
No Retaliation
It is against Company policy for any supervisor
or other employee to take any action against another employee or a director,
vendor or agent of the Company for reporting or threatening to report a
violation of this Code or cooperating in investigations relating to such
violations, provided that the person has acted in good faith and with a
reasonable belief that the information provided is true. It is also against
Company policy to take any action against any employee or a director, vendor
or agent of the Company for (1) lawfully providing information or assisting in
an investigation of activities which he or she reasonably believes violates
applicable law or (2) providing truthful information to the government, a
government agency or law enforcement officers relating to the commission of a
legal offense.
If you believe that you have been the subject of impermissible retaliation,
call the Code Hotline.
Policy Changes
Over time, new policies will need to be written
and old ones revised. While we reserve the right to make these changes without
notice, we will try to let you know about any changes affecting your
employment as soon as possible.
Waivers
The provisions of this Code may only be waived by the
Company's Chief Compliance Officer, and, in the case of executive officers,
directors, and our Controller, by our Board of Directors or a Board Committee.
Any waiver of this Code for an executive officer, director or our Controller
will be promptly disclosed as required by law or stock exchange regulation.
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Conflicts of Interest
General
All business decisions should be made solely in the
best interests of the Company, not for personal benefit. Therefore, you should
avoid any actions that create — or appear to create — conflicts of interest
with the Company. Questions about potential conflicts of interest and
disclosure of these situations as they arise should be directed to the
Corporate Compliance & Governance department or your Human Resources
representative.
You may not have an improper financial interest in any supplier, vendor,
landlord or competitor of the Company without first getting written approval
from the Chief Compliance Officer. An improper financial interest is one that
creates or appears to create a conflict of interest with the Company. In
addition, employees may not receive any form of compensation from anyone other
than the Company for doing their job. For example, employees may not receive
compensation for speaking engagements in which they are associated in any way
with the Company.
Gifts and Entertainment
Employees should never give or accept
anything of value from anyone, including a current or prospective supplier,
vendor, landlord or competitor of the Company ("Third Party"), when doing so
might compromise — or appear to compromise — the objectivity of business
decisions. Furthermore, in no circumstance should an employee solicit
invitations or gifts from any Third Party. Any employee giving to or receiving
from any Third Party any amount of money or non-cash gifts valued at U.S. $50
(or equivalent) or more is absolutely prohibited. This includes, for example,
trips to a vendor's facility, gift certificates and tickets to events. Some
business units at Gap Inc. have more restrictive rules regarding giving and
receiving gifts. You should understand your business unit's policies prior to
accepting or giving any gifts. If someone tries to give you a prohibited gift,
tell your supervisor. Then, either return the gift or write a personal check
to the gift giver for the full value of the gift. In certain limited
circumstances, with the permission of the Chief Compliance Officer, the
Company may donate the gift to a charity on behalf of Gap Inc.
Three narrow exceptions to this rule apply. Generally, business-related
entertainment valued at less than U.S. $100 (or equivalent) is allowed. You
may also accept holiday gift baskets or flowers within reason, as long as they
are shared with your entire department. In addition, certain Third Party-paid
trainings or conferences may be appropriate, but only with the prior approval
of the Chief Compliance Officer. These exceptions may not apply to certain
business units at Gap Inc. with more restrictive rules regarding giving and
receiving gifts and entertainment. You should understand your business unit's
policies prior to accepting or giving any gifts or entertainment.
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Exception for Chinese and Japanese Communities
Chinese Communities: The Company does not encourage the acceptance of "Lai
See," and employees should not under any circumstance solicit for it. However,
management respects and understands the Chinese tradition of giving "Lai See"
during Chinese New Year as a friendly gesture. Therefore, only on this
occasion may employees accept a cash gift in the form of "Lai See" and only
for a nominal amount valued up to H.K. $100 (or equivalent).
Japanese Communities: The Company does not encourage the acceptance of
"Ochugen" (fall Gift) or "Oseibo"(fall Gift), and employees should not
under any circumstance solicit for it. However, management respects and
understands the Japanese tradition of giving these gifts as a courtesy
gesture. Therefore, only on this occasion may employees accept a non-cash gift
in the form of either "Ochugen" or "Oseibo" valued up to 10,000 yen (or
equivalent).
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Employees must provide written disclosure to the Chief Compliance Officer for
all Third Party gifts or entertainment (not including meals) received in any
one-year period if gifts and entertainment total more than U.S. $100 (or
equivalent) from a single source or U.S. $250 (or equivalent) overall.
Exceptions to this policy require the written approval of the Chief Compliance
Officer.
Giving gifts or entertainment to any Third Party, must support the legitimate
business interest of Gap Inc., and should be of nominal value, reasonable and
appropriate under the circumstances.
If you have a question or need to seek approval, contact the Corporate
Compliance & Governance department.
Question: One of my vendors offered me a free trip to a golf event it
is sponsoring. Can I accept the trip as long as it doesn't affect my
purchasing decisions?
Answer: No. Accepting a free trip from a vendor is a violation of
Company policy.
Question: One of my vendors offered to send me to a conference at no
cost to Gap Inc. Can I accept the invitation?
Answer: No. Accepting a free trip from a vendor is a violation of
Company policy. If you are interested in attending the conference speak to
your manager. Most costs associated with your attendance at the conference
must be paid for by your department.
Question: A vendor sent me a U.S. $90 (or equivalent) gold pen as a
gift. Can I keep it?
Answer: No. Accepting a gift valued at U.S. $50 (or equivalent) or more
from a vendor is a violation of Company policy. You should either return the
pen or give the vendor a personal check for the value. If you are unsure of
the value, return it. In any event, you should advise the vendor about our
policies regarding conflicts of interest.
Question: A vendor offered me two tickets to a professional sporting
event that the vendor will not be able to attend. Can I accept them? The
vendor did not pay for them.
Answer: Accepting a gift valued at U.S. $50 (or equivalent) or more
from a vendor is a violation of Company policy. You may not accept the tickets
if the total face value of the tickets received is U.S. $50 (or equivalent) or
more, even if the vendor did not pay for them. In that case, you should either
decline the tickets or give the vendor a personal check for the face value of
the tickets.
Question: A vendor offered tickets to a concert to myself and a
co-worker, each valued at U.S. $55 (or equivalent). We plan to meet the
vendor's team at the event. Can we accept them?
Answer: Generally, business-related entertainment valued at less than
U.S. $100 (or equivalent) is allowed.
Question: A furniture vendor offered to build a cabinet for me for free
at my home. Is this okay?
Answer: No. The Company's policy on vendor gifts applies at home as
well as in the workplace.
Doing Business with Spouses, Relatives or Friends
You must
obtain the written approval of your Vice President or above, and the Chief
Compliance Officer, before doing Company business with parties such as
relatives, friends, spouses or life partners. You must always keep the
Company's interests top priority in those interactions. In addition, you may
not pressure others into hiring a relative or friend as an employee, supplier,
vendor or landlord of the Company.
Question: Can I hire my friend to coordinate a photo shoot for an
in-store event? Three photographers submitted bids for the job, and his is the
most competitive.
Answer: You may hire your friend for the photo shoot as long as the
decision is not in any way influenced by your relationship with him. However,
you must first get written approval from your Vice President and the Chief
Compliance Officer.
Fraternization
While we recognize and respect the rights of
employees to associate freely and to pursue personal relationships with those
they encounter in the work environment, employees must use good judgment in
ensuring that those relationships do not negatively impact their job
performance, their ability to supervise others or the work environment.
Any workplace conduct arising from a romantic relationship, intimate
relationship, family relationship or friendship between employees may be
improper if the conduct creates an uncomfortable work environment for others.
Favoritism, open displays of affection, and making business decisions based on
emotions or friendships rather than on the best interests of the Company are
examples of inappropriate conduct. Employees who find themselves in an
intimate relationship or friendship should use tact, good judgment and
sensitivity.
Employees in a reporting relationship with someone that they are consensually
dating, romantically involved with, living with or related to must inform the
next level of management or Human Resources. We will work with both
individuals to try to separate their employment responsibilities from their
personal relationship in order to protect the interests of both employees and
others and to avoid any conflict of interest.
Outside Employment
Except as described below, employees may not
work for or receive compensation for personal services from any supplier,
vendor, landlord or competitor of the Company, or any business entity that
does or seeks to do business with the Company.
Employees must get the approval of their supervisor and Human Resources before
accepting another job elsewhere and must also get the written approval of the
Chief Compliance Officer before working for any supplier, vendor or landlord
of the Company. If you need to seek an approval, contact the Corporate
Compliance & Governance department.
Outside Service as a Director or Officer
Employees must obtain
approval from the Chief Executive Officer and Chief Compliance Officer before
serving on the board of directors or as an officer of another for-profit
company. No employee may serve on the board of directors or as an officer of a
Gap Inc. competitor, potential competitor or a company with a significant
competitive line of products offered by Gap Inc. Employees are encouraged to
serve as a director, trustee or officer of a non-profit organization in their
individual capacity and on their own time, but they must get prior permission
from the Chief Compliance Officer to do so as a representative of the Company.
If you need to seek an approval, contact the Corporate Compliance & Governance
department.
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Legal Compliance
Gap Inc. employees and directors are required to comply with all applicable
laws where we do business. Any instance of non-compliance with applicable
law(s) may subject the employee to corrective action up to and including
termination of employment, recovery of damages and filing of criminal charges.
Zero Means Zero: No Discrimination or Harassment
Gap Inc. has
zero tolerance for discrimination or harassment. All employment decisions are
to be made without regard to race, color, age, gender, sexual orientation,
religion, marital status, pregnancy, national origin/ancestry, citizenship,
physical/mental disability, military status or any other basis prohibited by
law, including but not limited to family status in Canada. This policy applies
to our directors, employees, applicants, customers and business partners
(including independent contractors, vendors and suppliers).
For purposes of this policy, harassment includes slurs and any other offensive
remarks, jokes and other verbal, non-verbal, graphic, electronic or physical
conduct that could create an intimidating, hostile or offensive work
environment.
In addition to the above, "sexual harassment" includes unwelcome sexual
advances, requests for sexual favors, and other visual, verbal, electronic, or
physical conduct of a sexual nature. This definition includes many forms of
offensive behavior including the following:
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Unwanted sexual advances or propositions; |
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Offering employment benefits in exchange for sexual favors; |
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Making or threatening reprisals after a negative response to sexual advances; |
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Visual conduct: leering, making sexual gestures, displaying of sexually
suggestive objects or pictures, cartoons or posters, electronic display or
dissemination of such material; |
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Verbal conduct: making or using derogatory comments, epithets, slurs and jokes; |
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Verbal abuse of a sexual nature, graphic verbal commentaries about a person's
body, sexually degrading words used to describe a person, suggestive or
obscene letters, notes or invitations; and |
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Physical conduct: touching, assault, impeding or blocking movements. |
Complaint Procedures
Gap Inc. will promptly and thoroughly
investigate all complaints of discrimination or harassment. Employees are
expected to cooperate fully in any such investigation. Failure to do so may
result in discipline up to and including termination. Moreover, neither your
supervisor nor the Company will take any action against you for making a
complaint of discrimination or harassment or for cooperating in any such
investigation.
If any employee is determined to have violated the Zero means Zero policy, Gap
Inc. will take appropriate corrective action up to and including termination.
The complainant will be informed that appropriate actions have been taken.
We cannot help resolve a discrimination, harassment or retaliation problem
unless we know about it. Therefore, it is every employee's responsibility to
bring those types of issues to management's or Human Resources' attention so
that the appropriate steps can be taken to resolve the issue. If you feel you
have been subject to discrimination, harassment or retaliation, or that you
have witnessed it in the workplace, please report it promptly to the Code
Hotline.
Accomodations for Disabilities
It is Gap Inc. policy to regard
all people, with or without disabilities, as individuals — to look at each
person's skills and abilities. The Company will provide a reasonable
accommodation to a qualified employee who has a physical and/or mental
disability. If you believe you need an accommodation, contact your supervisor
or your Human Resources representative.
Workplace Violence
Gap Inc. has zero tolerance for workplace
violence. Consistent with this policy, acts or threats of physical violence,
including intimidation, harassment and/or coercion that involve or affect the
Company or its employees will not be tolerated. Acts or threats of violence
include conduct that is sufficiently severe, offensive, or intimidating to
alter the employment conditions at Gap Inc. to create a hostile, abusive, or
intimidating work environment for one or several Gap Inc. employees.
Work Schedules and Time Records
All time worked by non-exempt
employees — whether scheduled or unscheduled, overtime or straight time,
authorized or unauthorized — must always be recorded exactly as it occurred.
Your supervisor will show you the procedure for recording time worked. Under
no circumstances may you allow a fellow worker to complete your time records
for you. You must keep record of time worked as required by law or policy in
your country. You should also note all time that you don't work but for which
you are still paid, and have your supervisor verify the time. If for any
reason an entry must be changed, your supervisor must make the change, and you
must initial it.
Non-exempt employees may not:
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Fail to record hours for work performed at home; |
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Move hours from one day to another on a time record so as not to reflect overtime; |
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Inaccurately record time worked; or |
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Remove correctly recorded hours from a time record. |
All workers must be properly categorized (as exempt or non-exempt and as
employee or independent contractor) under all employment and tax laws. In
addition, you must comply with all laws regarding the employment of minors.
Employees must be given appropriate meal and rest breaks as required in the
Employee Policy Guide.
Alcohol and Drugs
Employees may not use, sell, possess,
purchase or transfer illegal drugs on Company premises, in Company vehicles or
during work hours. Alcohol consumption during work hours or on Company
premises is prohibited. The only exception is that alcohol may be consumed by
people of legal drinking age at Company-sponsored functions that are approved
by a Senior Vice President or above.
Employees also must not be under the influence of illegal drugs or alcohol
during work hours, regardless of when the drugs or alcohol were consumed. It
is also a violation of this policy to sell, transfer or distribute personal
prescription drugs on Company premises, in Company vehicles or during work
hours.
Complaints to Government Agencies
Occasionally, an applicant,
customer, or current or former employee may file — or threaten to file — a
complaint against the Company with the government. If you are notified about
such a complaint, immediately call the Code Hotline. Neither your supervisor
nor the Company are permitted to take any action against you for either making
or reporting such a complaint.
Government Proceedings and Requests for Information
It is
Company policy to cooperate with appropriate government requests or
investigations. If you are asked to provide information (either written or
verbally) for a government investigation, or if a government representative
appears at your workplace, notify the Human Resources department or Legal
department. All information provided should be truthful and accurate and must
not obstruct, influence or impede the request for information. Employees
should not alter, falsify, mutilate, cover up, dispose of, or destroy any
documents or records related to a government request or investigation or legal
proceeding.
International Trade Regulations
Employees involved with
importing or exporting goods among various countries must be knowledgeable
about and comply with relevant legal requirements. Employees who have
questions about such requirements or other international trade issues are
responsible for consulting with the Legal department to prevent committing any
potentially unlawful acts.
Anti-boycott Policy
By law, Gap Inc. employees and agents may
not support or cooperate with an unsanctioned boycott of another country that
is "friendly" to the United States. The Company must report to the U.S.
government any information (about which it has knowledge) or any request to
support a boycott. A company could make such a request in a bid invitation,
purchase contract, letter of credit or verbally. If you learn of a boycott of
another country that is "friendly" to the United States, call the Legal
department.
Bribes and Improper Payments
Employees or agents of the Company
should never directly or indirectly offer, promise to pay or authorize the
payment of money, products, services or anything of value to any government
official or agent in any country in order to influence acts or decisions of
government officials, to receive special treatment for the Company or for
personal gain. While certain minor payments to certain non-U.S. government
officials made to expedite or secure the performance of certain routine
governmental actions may not violate the law, you must consult with the Legal
department prior to making or authorizing any payment of this type. All Gap
Inc. employees worldwide must abide by the United States Foreign Corrupt
Practices Act in addition to local laws. Employees working with government
officials should request further guidance from the Legal department.
Question: Can I tip a local government office worker for agreeing to
process paperwork more quickly?
Answer: No. You may not tip any government worker in any country. Any
exceptions must be approved in advance by the Legal department.
Antitrust Laws and Selling Practices
Gap Inc. employees are
required to comply with the antitrust and competition laws of the many
countries where we do business. In general, Gap Inc. employees must avoid
agreements, understandings or plans with competitors that limit or restrict
competition, including price fixing and allocation of markets.
Fair Dealing
You should always deal fairly with the Company's
customers, suppliers, vendors, competitors and employees. You should not take
unfair advantage of anyone through manipulation, concealment, abuse of
confidential information, falsification, misrepresentation of material facts
or any other intentional unfair dealing practice. This fair dealing provision
does not alter existing legal relationships between the Company and its
employees, including any at-will employment arrangements.
Product Integrity
We take pride in providing high quality
products. In addition to meeting the Company's internal quality standards, our
products must be produced, tested, packaged and labeled in full compliance
with applicable laws and Company policies.
Respecting Intellectual Property Rights
As we expect others to
recognize the legal rights we have in our brands and designs, we respect the
legal rights others have in their brands, designs, software, articles and
other legally protected materials. You should never make unauthorized copies
of material from copyrighted books, magazines, newspapers, videotapes or
computer programs. While you may generally make a copy for your own business
use, making multiple copies without permission violates copyright laws.
Question: Several people in my department need to use a certain
software program, but we have only one copy. Is it okay to copy the program
onto each of our computers?
Answer: No. Unless the license agreement specifies otherwise, a
separate copy of the program must be purchased for each computer.
The Environment
Gap Inc. is committed to minimizing the
negative impact of our business activities on the environment. All employees
are responsible for complying with applicable environmental laws and Company
policies.
Health and Safety
All Company activities must fully comply with
applicable laws and policies relating to health and safety. You are
responsible for knowing the laws and policies that relate to your job. In
addition, you must insist that vendors comply with applicable health and
safety regulations, and that merchandise vendors follow the guidelines
outlined in the Company's Code of Vendor Conduct. For more information
regarding vendor health and safety issues, call the Risk Management department
at (800) 333-7899, x77300.
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Company Information and Assets
Confidentiality
As a Gap Inc. employee or director, you may
have access to information about our Company that people outside the Company
never see. Information relating to Gap Inc.'s business or strategy is strictly
confidential. You must not give confidential information to anyone, internally
or outside the Company, unless specifically authorized to do so.
Confidential information includes information that is not generally known to
the public and is used by the Company in its business. Some examples of
confidential information include personal employee information (for example,
personal health information, salary or performance history), unannounced
product information or designs, financial information, organizational charts
and information in company telephone directories. You can find other examples
in the confidentiality acknowledgement all employees are required to sign upon
hire.
Confidential information should be used only as necessary to do your job, and
never for your own benefit. You are responsible for the safekeeping of any
confidential information, whether verbal, written or electronic, and for
limiting access to those who have a need to know in order to do their jobs.
That means you should avoid discussing confidential information in common
areas in our buildings or in elevators, restaurants, airplanes, taxicabs or
other public areas.
In addition, you must make sure that all third parties who will receive
confidential or proprietary Gap Inc. information agree to abide by this policy
and enter into a non-disclosure agreement or contract first. If you leave Gap
Inc., all confidential information and materials (manuals, documents,
software, etc.) must be returned on or before your last day of employment. The
obligation to preserve confidential information continues even after
employment ends. You may not divulge or use confidential information (or
documents containing confidential information) that you may have learned about
or received during your employment. In addition to protecting the Company's
confidential information, you should respect the confidential information of
others. For example, you should never take or use confidential or proprietary
information or materials from a previous employer.
Question: How can I be sure that documents I throw away stay
confidential?
Answer: When you dispose of confidential documents, use a locked
disposal bin or shredder, if available. Do not use regular recycling bins for
these materials. If you work in a store, dispose of confidential documents in
a manner appropriate for your location. Ask your supervisor for guidance. See
also "Accuracy of Company Records and Integrity in Reports and Communications"
below with respect to document retention requirements.
Question: I received a call recently from a local charity asking for a
list of key Gap Inc. vendors. May I share this information?
Answer: No. Sharing information about Gap Inc. vendors and business
transactions would violate Company policy.
Confidentiality of Personal Data
Gap Inc. respects and values
its employees' and customers' privacy, and we expect our employees to do the
same. As a Gap Inc. employee, it is your responsibility to respect the privacy
of fellow employees and our customers. You should use and maintain personal
data with care and respect, while guarding against inappropriate access and
disclosure. You should not use any personal data for personal benefit or in
any other inappropriate way.
Insider Trading
As a Gap Inc. employee or director, you are not
allowed to trade securities or to tip others to trade securities of Gap Inc.
or other companies when you are aware of material information that has not
been made available to the public. Material information is any information
that could be considered important by a person in deciding whether to trade in
a company's stock. Examples include: information relating to sales, inventory,
margins, earnings, significant proposed acquisitions, planned stock splits,
proposed changes in dividends and other information that has the potential to
affect the stock price of Gap Inc. or another company. As a general rule, if
the information makes you think of buying or selling the stock of Gap Inc. or
another company, it probably would have the same effect on others and probably
is material information.
Once material information has been fully disclosed to the public, you may
trade in the Company's stock. Full public disclosure generally means a widely
distributed press release followed by publication in the print media and three
or more days for distribution and interpretation of the information. If you
are unsure whether information is material or has been released to the public,
call Stock Administration in the Legal department to confirm before trading.
Trading on inside information can have severe consequences. The United States
Securities and Exchange Commission and similar agencies are authorized to
bring a civil lawsuit against anyone who trades on inside information (or who
provides another person with inside information) and also against the Company.
Insider trading is also a crime subject to criminal penalties, including jail
terms.
Question: A senior director mentioned in a meeting (inadvertently or
intentionally) that Gap Inc. is expected to post a loss for the quarter. Can I
share this news with my friends? Can I trade in Gap Inc. stock?
Answer: No. The information you overheard is considered "material." The
senior director should not have shared this information with you unless you
needed the information to do your job. If known by you, your friends or others
when buying or selling Gap Inc. stock before public disclosure of the
information, that would be in violation of U.S. laws.
Media Inquiries
You must not speak to reporters on behalf of
the Company. Individuals who talk directly to reporters without going through
the proper channels risk providing incorrect information or revealing
proprietary strategies. Please direct members of the media with inquiries to
the Corporate Communications Media Hotline at (800) 333-7899, x75900 (within
the U.S.) or (650) 952-4400, x75900 (outside the U.S.).
Accuracy of Company Records and Integrity in Reports and Communications
Accurate records are essential to the successful operation of Gap Inc.
Employees are responsible for ensuring the accuracy of all Company records,
information, and accounts. For example, claims on an expense report or time
record, payments and other transactions must be correctly recorded and
accounted for, and properly authorized in accordance with Company policies.
All business records should be clear, truthful and accurate. Keep in mind that
business records and communications may become subject to public disclosure
through government investigations, litigation or the media. Business records
are Company assets and must be retained or destroyed in compliance with the
applicable records retention schedules in the Company's Records Management
Policy. In accordance with that policy, in the event of litigation or a
government investigation, relevant records must be retained and preserved. You
can find the Records Management Policy on GapWeb or contact Records Management
in the Legal department.
As a public company, Gap Inc. is required to file periodic reports and make
certain public communications. Employees must act to ensure full, fair,
accurate, timely, and understandable disclosure and reporting of Company
information, including the Company's financial results and financial
condition. All employees must comply with Company policies, procedures and
controls. Accounting and financial reporting of actual transactions and
forecasts must follow the Company's accounting policies as well as all
applicable generally accepted accounting principles and laws.
If you have any concerns about the Company's financial controls, accounting,
financial reporting or auditing, call the Code Hotline.
No Improper Influence on Audits
You are expected to cooperate
fully with our internal and external auditors. You must not directly or
indirectly take any action to coerce, manipulate, mislead or fraudulently
influence any public accountant engaged in the performance of an audit or
review of Gap Inc.'s financial statements.
Question: One of our external auditors has asked me a question at a
time when I am very busy. I am 80% sure of the answer but to be completely
sure will take some additional research. If I give them this answer without
qualifying it I think they will be satisfied and move on, allowing me to get
back to my work. Can I just tell them what I think the answer is, or should I
tell them what I think the answer is but let them know I am only 80% sure?
Answer: To cooperate fully with our external auditors, you should tell
them that you are only 80% sure of the answer and perform the additional
research if required. In other words, you should give thorough and complete
answers to all questions.
Commercial Transactions
The Company has a procurement policy
that applies to all non-merchandise vendor relationships, for example,
purchasing furniture, licensing software, or hiring service providers,
including consultants. The policy sets forth specific guidelines for
establishing a vendor relationship. The policy also establishes signing or
"approval levels" when entering into a contract. The Company does not enter
into letters of understanding or intent or "handshake" deals, except in rare
circumstances and only with the approval of the Legal department. You can find
more information on the HQ Procurement Guide on GapWeb or by calling your
local Finance office.
Protecting the Brand
As Gap Inc. employees, we have a
responsibility to protect all Company assets from loss, damage, misuse or
theft. This includes cash, inventory, computers, equipment, supplies and
intangible assets such as our brands, trademarks and reputation.
Our trademarks are valuable assets, and all employees and business partners
should help protect them. As our Company becomes better known worldwide, we
encounter increasing problems with counterfeit merchandise and "pirates" who
try to sell merchandise under our trademarks. Our vendors are also prohibited
from selling or otherwise improperly distributing any merchandise bearing our
trademarks (for example, Gap, GapKids, BabyGap, GapBody, Gap Outlet,
GapMaternity, Banana Republic, Old Navy Maternity or Old Navy), called
"sell-off" merchandise, to any third parties.
If you find sell-off or counterfeit merchandise — bearing any portion of any
of our trademarks on labels, hang tags, price tags, pocket flashers, other
packaging, or screened or embroidered onto the merchandise — in a location
other than one of our stores or a store in our International Sales Program,
note the name of the store, its location and size, and the volume of sell-off
or counterfeit merchandise being sold, and email the Legal department at
trademarks@gap.com. If you see large volume sales of such merchandise in a
location that would be difficult for someone to return to, buy a sample of
each type of merchandise (for example, a shirt or a pair of jeans) and
estimate the quantity being offered for sale. (You can be reimbursed for these
purchases.) If there are signs or advertisements, take photographs, if
possible, and collect business cards or promotional material.
Also report any stores operating under different names that copy the look and
feel of our stores, or use labels or advertisements with our distinctive
lettering or advertising styles. If you see anything that you believe might be
a trademark violation, email the Legal Department at trademarks@gap.com.
The Gap, Banana Republic and Old Navy trademarks are owned by Gap Inc. and its
subsidiaries, Gap (Apparel) LLC, Banana Republic (Apparel) LLC, Old Navy
(Apparel) LLC, Gap (ITM) Inc., Banana Republic (ITM) Inc., and Old Navy (ITM)
Inc.
Company Property
Gap Inc. property (for example, merchandise,
samples, supplies and equipment) should be used only for business purposes and
not for personal use. Taking or using Company property of any value for
personal purposes without appropriate permission from the Company is stealing.
Gap Inc. property may never be used for illegal purposes. You are prohibited
from doing anything that involves fraud, theft, embezzlement or
misappropriation of Company property. If you suspect that activities in a
store, distribution center, or other facility are resulting in financial
losses to the Company (for example, stealing), call the Code Hotline.
Question: Is it okay to take home samples or defective merchandise?
Answer: No. Taking any Company property, including samples or defective
merchandise for personal use is prohibited.
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Political Contributions and Activities
Company Contributions
While Gap Inc. encourages employees and
directors to get involved in issues of importance to our business and
community, political activity is strictly regulated by the laws of the United
States and other countries. As a result, it is important to use careful
judgment in your political participation. All contributions to political
candidates or causes made on behalf of the Company must first be approved by
Government Affairs. In addition, all contributions from Gap Inc.'s Political
Action Committee (PAC) must be approved by the PAC's treasurer. For more
information, contact Government Affairs in the Legal department.
Personal Contributions
You are free to participate in personal
political activities as you see fit. In doing so, however, you should make it
clear that you are acting in your individual capacity and not on behalf of the
Company.
Question: Can I make a personal contribution to a political party or
candidate?
Answer: Yes, within the limits of the law. Gap Inc.'s policy restricts
only political contributions made on behalf of the Company.
Lobbying
Lobbying is strictly governed by the laws of the
United States and other countries. Lobbying is generally defined as contact
with elected officials regarding legislative or regulatory issues impacting
the Company. While the specific rules vary widely, the trend has been toward
expanding significantly the definition of who is a lobbyist, who must register
as a lobbyist, and what constitutes lobbying. In short, the Company is
required by law to disclose lobbying-related information in great detail.
You should contact Government Affairs in the Legal department in advance of
any planned lobbying activities on behalf of the Company. Further, Government
Affairs must be consulted prior to contracting with any external lobbyist or
lobbying firm.
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