Code of Ethics and Business Conduct
This policy will establish guidelines for the consistent application of the Code of Ethics and Business Conduct across the organization.
A high standard of ethics is essential to Under Armour's (Company) success. Our Company's reputation is in the hands of its employees. Each of us must maintain the highest ethical and professional standards. Basic honesty is the key to ethical behavior. Trustworthiness in the marketplace is essential to building solid and lasting relationships with our customers, vendors, and with others. This ethics policy is designed to help you understand what the Company expects of you in situations that you may face on the job. We believe that you can be trusted to take the proper action when you have the facts you need to form correct judgments.
This policy does not cover every ethical issue, but the basics are here to help your understanding. We want you to be sensitive to situations that could result in illegal, unethical, or improper actions. You should also be alert to activities that even look improper. The Company views its commitment to ethical business conduct very seriously. The Company will take disciplinary action against those who violate these Company policies and procedures, up to and including immediate termination.
All supervisory and management personnel, including all officers and directors of the Company, have a special responsibility to lead according to the standards in this Code, in both words and action. Our supervisory and management personnel are also expected to adhere to and promote our "open door" policy. This means that they are available to anyone with ethical concerns, questions or complaints. We also maintain a confidential "hot line" that you can call in those circumstances, the details of which are set out at the end of this Code. Concerns may also be raised with members of the Company's audit committee. All concerns, questions and complaints will be taken seriously and handled promptly, confidentially and professionally. No retaliation will be taken against any employee for raising any concern, question or complaint in good faith.
I. OBEYING LAWS AND REGULATIONS
Obeying the law is the foundation for the Company's ethical standards. Although obeying the law does not comprise our entire ethical responsibility, it is at a minimum an essential condition for the performance of our duties. We are committed to providing an environment that supports the honesty, integrity, dignity, respect, trust responsibility, and citizenship of very employee to permit us to achieve excellence in our workplace. While everyone who works for the Company must contribute to the creation and maintenance of such an environment, management assumes a special responsibility for fostering a context for work that will bring out the best in all of us.
We take great pride in our accomplishments and our ability to excel in a highly competitive industry, growing our business while taking care to comply with the antitrust and competition laws in each country in which we do business. You should not engage in illegal anti-competitive conduct. You should treat all customers fairly, avoid entering into any understandings with one customer that will negatively affect another customer or potential customer, and avoid illegally telling any customer what prices to charge for products.
Under Armour must comply with customs laws and regulations in every country in which we do business. As with everything that we do, the most important thing to remember is that we must be truthful and accurate. We will not inaccurately lower customs values, describe products in misleading terms, or make any intentional misrepresentations relating to custom entries.
Employees may, of course, participate in the political process as private citizens. It is important to separate personal political activity from Under Armour's political activities in order to comply with the appropriate rules and regulations regarding lobbying or attempting to influence government officials. Under Armour will not reimburse employees for money or personal time contributed to political campaigns. In addition, employees may not work on behalf of a candidate's campaign during working hours or at any time use Under Armour facilities or resources for that purpose.
Under Armour is prohibited from making contributions to
candidates, office holders and political parties at the
Consult with Under Armour's House Counsel or Under Armour's Corporate Director of Human Resources if you have any questions on the conduct of political activity.
d. Insider Trading
Except where otherwise explicitly stated, this insider trading policy applies to all employees, officers, members of the Board of Directors, and consultants of Under Armour, as well as to their spouses, minor children, other relatives who live with them, and any trusts, estates, or other entities over which they exercise control or in which they have any beneficial interest.
General Prohibition Against Insider Trading and
Disclosure of Nonpublic Information
During the course of your work at Under Armour, you may become aware of important information - or what the law calls "material" information - about Under Armour or other companies that is not available to the public. It is illegal and contrary to company policy for you to buy or sell stock or other securities of any company (including Under Armour) while you are in possession of such material nonpublic information concerning the relevant company or its securities. Whenever you possess such material nonpublic information, it is also illegal and contrary to company policy for you to disclose such information to anyone else who might buy or sell securities of the relevant company (including family, friends, or business acquaintances), or to suggest to anyone else that they buy or sell securities of the relevant company. Any of the foregoing conduct can result in severe disciplinary action up to and including termination of your employment and subject both you and the company to civil liability and criminal prosecution.
For purposes of this policy, "material" information includes any information that a reasonable investor would consider important in deciding whether to buy, sell, or hold the securities involved, or any information that would, if disclosed to the public, likely affect the market price of the securities. You should resolve any doubts in favor of assuming that nonpublic information is material. Some categories of information typically deemed "material" include the following, although this list is not exclusive:
§ Information about revenues, earnings, liquidity, and other measures of financial position or performance
§ Changes in financial performance or future financial outlook
§ Significant changes in the company's debt ratings
§ Significant transactions such as mergers, acquisitions, and divestitures
§ Key personnel changes, additions, or departures
§ Development of significant new products or discontinuation of significant existing products
§ Acquisitions or losses of significant customers or significant orders
§ Anticipated stock splits, company share repurchases, securities offerings, or changes in dividend policy or amounts
§ Significant litigation developments or decisions by government agencies
Information is generally considered nonpublic unless it has been publicly disseminated through a press release, SEC filing, or other means of wide public distribution. If you have any doubt about whether information you possess is available to the public, you should confirm its public nature by reviewing the company's press releases, SEC filings, and web site before engaging in any securities transactions. As a general guideline, if you possess material nonpublic information about a company or its securities, you should wait until at least 24 hours after the information has been publicly disseminated before effecting any securities transactions.
Additional Restrictions for All Personnel -
"Trading Blackout Periods"
In addition to the foregoing prohibition against buying or selling securities at any time when you possess material nonpublic information, the company has adopted certain "Trading Blackout Periods" during which you are prohibited from buying or selling Under Armour securities even if you do not possess such information. These Trading Blackout Periods are imposed to avoid even the potential appearance that any of us might take advantage of quarterly or annual financial information that has not yet been disclosed to the public. The four quarterly Trading Blackout Periods begin, respectively, on March 15, June 15, September 15, and December 15 of each year, and end, respectively, at the close of trading on the second full trading day after issuance of our quarterly earnings release for the corresponding concluded fiscal quarter (For example, if we issue our earnings release on a Tuesday at any time after the opening of the market that day, the Trading Blackout Period would end at the close of trading on Thursday.). If March 15, June 15, September 15, or December 15 falls on a weekend or market holiday in any particular year, the relevant Trading Blackout Period will begin at the close of business on the last trading day preceding the weekend or holiday.
Extended Trading Blackout Periods for "Access
The company has designated certain personnel having regular access to nonpublic financial information - including members of the Board of Directors, certain executive officers, certain financial personnel, and administrative personnel for the foregoing - as "Access Personnel." If you are in this category of Access Personnel, you will be notified separately. The quarterly Trading Blackout Periods for Access Personnel begin, respectively, on March 1, June 1, September 1, and December 1 of each year, and end at the same time as the Trading Blackout Periods described above for all personnel.
Special Trading Blackout Periods
On occasion, a nonpublic development or transaction may require the company to impose, without prior notice, a Special Trading Blackout Period applicable to some or all personnel. If you are subject to such a Special Trading Blackout Period, you will be notified by e-mail when the Special Trading Blackout Period begins and ends and you may not buy or sell any Under Armour securities during the period. The imposition of such a Special Trading Blackout Period may itself be deemed material nonpublic information, so you should not disclose its existence to anyone else.
Limited Exceptions to the Foregoing
The foregoing prohibitions, restrictions, and Trading Blackout Periods do not apply to the following:
§ The acceptance or receipt of stock options, shares of restricted stock, or similar grants of securities under one of the company's benefit plans.
§ Exercises of employee stock options, so long as the stock is not sold during a Trading Blackout Period or at a time when you possess material nonpublic information about Under Armour or its securities.
§ Regular periodic contributions to an employee benefit plan (e.g., a 401(k) plan) that result in the purchase of Under Armour securities. However, if you possess material nonpublic information concerning Under Armour or its securities, or if you are in a Trading Blackout Period, you are prohibited from reallocating your existing assets in the plan, or from altering the amount or percentage of your contributions in a manner that would change the amount or percentage of periodic contributions allocated to purchases of Under Armour securities.
§ Transactions lawfully made pursuant to a written, pre-arranged plan, contract, or instruction adopted in conformity with SEC Rule 10b5-1 (hereinafter a "10b5-1 Plan"). You are strongly encouraged to consider adopting such a 10b5-1 Plan if you anticipate the need or desire to sell Under Armour securities during your employment with the company. If you choose to adopt a 10b5-1 Plan, however, you may do so only at a time when you are both outside of a Trading Blackout Period and not in possession of material nonpublic information about Under Armour or its securities. Moreover, company policy requires that all such plans be memorialized in writing with a copy provided to House Counsel. For further information about 10b5-1 Plans, please contact House Counsel. You are also urged to consult with your own financial or legal advisor regarding the suitability and legal requirements of such plans.
Financial hardship does not excuse a failure to comply with any of the foregoing prohibitions, restrictions, and policies. However, upon written request made at least 48 hours prior to a proposed security transaction, House Counsel in his sole discretion may grant, on a case-by-case basis, limited exceptions allowing specific transactions to occur within a Trading Blackout Period. Such a request must state a compelling case of financial hardship and certify that the requesting person does not possess material nonpublic information about Under Armour or its securities.
Prohibition Against Short Sales and Transactions in
Puts, Calls, and Other Derivative Securities
Any person affected by this policy is strictly prohibited from effecting "short sales" of Under Armour securities. A "short sale" is one involving securities the seller does not own at the time of the sale or, if owned by the seller, securities that will be delivered on a delayed basis beyond the customary settlement date. You are also strictly prohibited from purchasing or selling derivative securities, such as "puts" and "calls," relating to Under Armour stock.
Special Pre-Clearance and Reporting Requirements
for "Section 16 Personnel"
Restrictions apply to securities transactions by members of the Board of Directors, persons and groups that beneficially own more then 10% of any class of Under Armour equity securities, and certain of the Company's executive officers (including the President, Chief Financial Officer, Chief Accounting Officer, Controller, vice-presidents and directors of the Company's principal units, and other senior officers who perform policy-making functions for the Company or any of its subsidiaries) ("Section 16 Personnel"). If you are a member of this Section 16 Personnel group, you will be contacted separately with further information. Section 16 Personnel must, in addition to complying with the policies set forth above, seek and obtain written approval from House Counsel before effecting any transactions in Under Armour securities, promptly report all such transactions to House Counsel, and otherwise comply with the requirements of Section 16 of the Securities Exchange Act of 1934 and the SEC rules, including the requirement that such transactions be disclosed in filings with the SEC within the time periods prescribed by applicable law. Transactions in strict accordance with a lawfully adopted 10b5-1 Plan need not be individually pre-approved by House Counsel if a copy of the 10b5-1 Plan has previously been provided to House Counsel, but they must be promptly reported in writing to House Counsel and publicly disclosed to the extent required in the rules set by Section 16 of the Securities Exchange Act of 1934.
II. PAYMENTS TO GOVERNMENT PERSONNEL
Practices that are considered acceptable in the commercial business environment, such as providing meals, transportation, entertainment or other things of value, may violate certain local, state, federal or foreign laws when we are dealing with governmental agents. Employees must not give anything of value to governmental agents if this could be interpreted as an attempt to curry favor on behalf of the Company. Consult the Legal Department if there is any uncertainty about permitted interactions with governmental agents.
The U.S. Foreign Corrupt Practices Act generally prohibits giving money or anything of value to foreign government officials, foreign political parties or candidates for foreign political office for the purpose of influencing a foreign government. This includes making any payments through intermediaries, such as sales representatives or consultants. Before making any payment or giving anything of value to a foreign official, employees should consult with the Legal Department. Violations of the Foreign Corrupt Practices Act can result in stiff civil and criminal penalties for both the Company and the individuals involved.
III. GOVERNMENT INVESTIGATIONS
The Company will cooperate fully with any governmental investigation. Any employee who reasonably believes that a government investigation or inquiry may be threatened with respect to any of the Company's operations or practices (including any outside such employee's scope of responsibilities) should notify the Legal Department and provide the basis for such belief.
IV. HONEST AND FAIR DEAILING
We must be fair and honest. Good business and customer relationships are based upon integrity and trust. The only competitive advantages we seek are those gained through marketing and excellent customer service and relationships. It is our intention to win business through our excellent product and services, never through unethical or questionable business practices or disparaging the competition. Each employee, officer and director should endeavor to deal fairly with the company's customers, suppliers, competitors and employees. None should take unfair advantage of anyone through manipulation, concealment, abuse or privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
V. CONFLICTS OF INTEREST
The Company does not wish to interfere with its employees' personal endeavors outside of work. However, all employees of Under Armour have a duty of loyalty to the Company and an obligation to act in the best interests of the Company at all times. We expect employees to avoid any outside interests that might conflict with their loyalty to the Company or compromise their judgment in decisions on behalf of the Company. A potential conflict of interest exists when an employee's private interests are adverse to, or in conflict with, the best interests of the Company. Employees must avoid conduct or activities that disrupt or impair the Company's business and/or its relationships with customers and other persons or entities with whom it does business. Employees must avoid any outside employment or business or financial interest that interferes with their ability to devote their best efforts toward the performance of their job for the Company. In almost every circumstance, it is a conflict of interest for an employee to work simultaneously for the Company and a competitor, supplier, or others with whom the Company does business. Conflicts of interest may also exist if an employee's outside employment interferes with the employee's job performance at the Company. Employees must disclose all outside employment or business enterprises in which they are involved to the Corporate Director of Human Resources so that the Company may evaluate the potential impact on the Company. In addition, employees must disclose to the Corporate Director of Human Resources any financial interests the employee or a member of the employee's family has in any company that competes with or does business with Under Armour. Generally, the Company will not do business with any entity in which an employee or member of an employee's family has an economic interest, including employment, unless the relationship is disclosed in advance and the transaction is deemed to be in the best interest of the Company. The Company may take any action it determines to be appropriate to avoid, prevent, or eliminate an actual or potential conflict of interest. This may include, but is not necessarily limited to a transfer, reassignment, change in responsibilities, or termination.
In addition to the disclosures noted above, if you know or have reason to believe that an actual or potential conflict of interest may exist with respect to your interests and the interests of the Company, you are required to disclose the actual or potential conflict, in writing, to the Corporate Director of Human Resources or House Counsel for evaluation. Any violation of this policy may result in disciplinary action, up to and including termination of employment. Please note that this policy does not prohibit an employee from engaging in conduct protected by law, including conduct protected by laws and regulations regarding employment discrimination, occupational safety and health, and labor relations.
Under Armour wishes to avoid the misunderstandings, complaints of favoritism, possible sexual harassment claims, adverse impact on employee morale, and disruption to the workplace that can result from certain personal relationships between employees. Therefore, all employees are strongly discouraged from fraternizing or becoming romantically or sexually involved with other employees. In addition, employees who hold a supervisory position are prohibited from engaging in a romantic or sexual relationship with a subordinate. While Under Armour does not wish to oversee employees' personal affairs, it reserves the right to take appropriate corrective measures when, in its determination, any personal relationship causes disruption to or has a negative effect on, the work environment, creates a conflict of interest, or presents concerns regarding supervision, safety, security, or morale. Employees are reminded that the Company maintains a strict policy against unlawful harassment of any kind, including sexual harassment.
VII. REIMBURSEMENT OF EXPENSES
Employees should ensure that business entertainment; travel, hotel, and meal expenses are documented, recorded accurately, and consistent with Company policies and procedures. Questions about the appropriateness of expenses should be directed to your supervisor for verification. False or inflated expenses will result in termination. See the Travel and Entertainment Policy for further details.
The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships. The purpose is not to gain special advantage with business partners or customers. You have crossed the line into unethical behavior when your actions unduly influence recipients, make them feel obligated to pay the Company back or violate their own standards of conduct. It is your duty to exercise good judgment and to act with moderation in offering meals, entertainment, or gratuities.
Practices in offering and accepting business gratuities vary among the markets and countries we serve. With most business customers, reasonable and modest meals, entertainment, and gratuities are customary. It is important to know and observe a business partner's or customer's regulations regarding gratuities. Never offer to anyone a gift that you know he or she is prohibited from receiving. When in doubt, discuss your plans and/or actions with your supervisor.
Under Armour's employees may accept gratuities, meals, and entertainment of modest value in connection with business discussions. It is your responsibility to ensure that your acceptance of such gifts is proper and could not be construed as an attempt to gain special advantage. Some Under Armour departments may have more restrictive policies on the acceptance of gratuities, meals, and entertainment. If you have any doubt concerning your departmental policy, you should contact your supervisor.
IX. BRIBES AND KICKBACKS
We do not offer or accept kickbacks, bribes, or gifts of substantial value. They are strictly forbidden. They subvert competition and corrupt those involved.
X. REPORTING UNETHICAL BEHAVIOR
If you learn of unethical behavior, it is your duty to report this suspected misconduct to the highest level of management in your department, the Human Resources Office, or the Executive Office of Under Armour. Under Armour makes available a confidential Alertline (800.721.0941) maintained by a 3rd party that is toll free, anonymous, and monitored 24 hours a day, seven days a week for the purpose of reporting fraudulent or negligent accounting, false financial reporting, insider trading, conflicts of interest, breaches of confidentiality, violations of anti trust laws, violations of environmental regulations, inappropriate gifts or gratuities, bribes or kickbacks, harassment or discrimination among other things.
If you are unsure that your conduct is ethical, do not take the contemplated action until you have discussed your concerns with management. If you are uncertain of whether an ethical violation has occurred, you should discuss your concerns with management or Human Resources. Within the constraints of legal and business requirements, the Company will keep confidential the identities of employees who submit such reports. Under no circumstances will you be subject to retaliation or discrimination for reporting any suspected misconduct. See Whistleblower Policy below.
XI. WHISTLEBLOWER POLICY
The Whistleblower policy herein is established in accordance with this Code of Ethics and Business Conduct as well as Sections 301 and 806 of the Sarbanes-Oxley Act of 2002 and the charter of the Audit Committee of the Board of Directors. The Company is committed to the highest possible standards of ethical, moral and legal business conduct. In line with this commitment and Under Armour's commitment to open communication, this policy aims to provide an avenue for employees to raise concerns and reassurance that they will be protected from reprisals or victimization for whistleblowing in good faith.
The whistleblower policy is intended to cover serious concerns that could have a large impact on the Company, such as actions that may lead to incorrect financial reporting, are unlawful, are not in line with company policy, including this Code of Ethics and Business Conduct, and that otherwise amount to serious improper conduct.
Safeguards for your Concern
o Harassment or victimization of the complainant will not be tolerated.
o Every effort will be made to protect the complainant's identity.
o The policy encourages employees to put their names to allegations because appropriate follow-up questions and investigation may not be possible unless the source of the information is identified. Concerns expressed anonymously will be investigated, but consideration will be given to the seriousness of the issue raised, the credibility of the concern, and the likelihood of confirming the allegation from attributable sources.
o Malicious allegations may result in disciplinary action.
Process for reporting a concern
The whistleblowing procedure is intended to be used for serious and sensitive issues. Serious concerns relating to financial reporting or unethical or illegal conduct should be reported in either of the following ways:
o Directly to the Corporate Director of Human Resources, 410-454-6668
o Worldwide through Alertline toll-free calling at 800-721-0941
Callers to the Hotline will have the ability to remain anonymous if they choose. Employment-related concerns should continue to be reported through your normal channels such as your supervisor, local HR representative, or to the Corporate Director of Human Resources (410-454-6668). The earlier a concern is expressed, the easier it is to take action.
How The Complaint Will Be
The action taken will depend on the nature of the concern. The Corporate Director of Human Resources and House Counsel receive a report on each complaint and a follow-up report on actions taken. Initial inquiries will be made to determine whether an investigation is appropriate, and the form that it should take. Some concerns may be resolved by agreed action without the need for investigation. Whether reported to Company personnel or through the hotline, the complainant will be given the opportunity to receive follow-up on their concern in two weeks, as noted below:
o Acknowledging that the concern was received;
o Indicating the manner in which the matter will be dealt;
o Giving an estimate of the time that it will take for a final response;
o Telling them whether initial inquiries have been made; and
o Telling them whether further investigations will follow, and if not, why.
At least quarterly, at a regularly scheduled Audit Committee meeting, any and all complaints that involve accounting, internal accounting controls, auditing matters or violations of the Code of Ethics and Business Conduct by an officer or director of the Company that have not previously been presented to the Audit Committee will be reviewed. Additionally, a high level summary of all other Hotline complaints and investigations that do not involve accounting, internal accounting controls, auditing matters or violations of this Code of Ethics and Business Conduct by an officer or director will be submitted at the Audit Committee meeting.
Should the identity of the employee making the complaint be known, the Internal Audit Director, House Counsel, and the Audit Committee will monitor any disciplinary action against the employee to determine whether it could subject the Company to anti-retaliation liability. Pursuant to section 806 of the Sarbanes-Oxley Act of 2002, the Company and its officers, employees and agents shall not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of his or her employment based upon lawful actions of such employee with respect to good faith reporting of complaints regarding the Company's accounting and auditing matters or as otherwise specified in Section 806 of the Sarbanes-Oxley Act of 2002.
The Internal Audit Director and House Counsel, with guidance from the Audit Committee, have responsibility for administration of the Whistleblower Policy.
The amount of contact between the complainant and the body investigating the concern will depend on the nature of the issue and the clarity of information provided. Further information may be sought from the complainant.
XII. ACCURATE RECORDS AND REPORTS
Under Armour is required to establish and maintain appropriate accounting procedures and accurate books and records that reflect all corporate assets, liabilities and transactions and that ensure that the Company's funds are used properly. Employees may not make any false statements, misleading or artificial entries, or material omissions or misrepresentations in any of Under Armour's books, financial records, or other documents or communications. Employees should accurately disclose all transactions to the Company's internal and external auditors. Under Armour strives for fairness and accuracy with all our records and reports.
The Company is owned by the public and its shares are listed for trading. As a result, the Company is obligated to make various disclosures to the public. The Company is committed to full compliance with all requirements applicable to its public disclosures. The Company has implemented disclosure controls and procedures to assure that its public disclosures are timely, compliant and otherwise full, fair, accurate and understandable.
All employees responsible for the preparation of the Company's public disclosures, or who provide information as part of that process, have a responsibility to assure that such disclosures and information are complete, accurate and in compliance with the Company's disclosure controls and procedures.
XIII. PROTECTION AND USE OF UNDER ARMOUR RESOURCES
Under Armour has a substantial interest in protecting its Confidential Company Information. Confidential Company Information includes, but is not limited to: trade secrets; the names, addresses, telephone numbers, credit card information and preferences, and any other personal or financial information concerning our business partners, customers, or vendor; our business plans and operating methods; marketing and sales programs; financial projections; cost summaries; pricing formulae; any information encompassed in any research, reports, investigations, drawings, designs, plans, proposals, software or computer-generated files; and all concepts or ideas, materials, or information related to the business or sales of Under Armour that confers a competitive advantage upon Under Armour or has commercial value in the business in which the Company is engaged, subject to intellectual property regulations of the United States of America or has not previously been released to the public by authorized representatives of the Company, whether or not such information would be enforceable as a trade secret or restrained by a court as constituting unfair competition.
All Confidential Company Information, whether developed by you or others, belongs to the Company. In addition, all work performed on Company time, on Company property, or in the course of scope of employment, whether tangible or intangible is and shall remain the sole and exclusive property of the Company. All intellectual property, such as past, current, or prospective customer lists, advertising copy, database, phone lists, business cards, files, reports, and custom computer programs to manipulate data are also considered property of the Company. You are expected to maintain the confidentiality of all Confidential Company Information during and after your employment with the Company. You must agree, as a condition of employment, not to use, or allow to be used, any Confidential Company information in any way that may directly or indirectly have an adverse effect upon the Company or its business, its business partners, customers, or vendors. In addition, you may not disclose or allow to be disclosed any Confidential Company Information or anything relating to it without the written consent of the Chief Executive Officer of the Company, except in the proper and necessary performance of your duties as an employee of the Company and then only to authorized persons. If you have a legitimate business reason for disclosing confidential company information to a third party such as a vendor, supplier, consultant, etc. you should ensure that such third party has entered into an appropriate confidentiality agreement with the company in which that third party agrees to keep the information confidential and not to trade on the information. If you are unsure if such an agreement exists with the third party, contact the House Counsel for instructions prior to the release of the confidential information. Upon termination of employment, or at the request of the Company at any time, you must promptly return all Confidential Company Information and other Company property then in your possession or control, including all copies, excerpts, and (or) summaries thereof. Sensitive subject matter, including salary data, medical information concerning an employee, performance evaluations, etc., shall be discussed only when information is necessary to carrying out assigned job duties and then only with persons who have a business need to know or where authorized or required by law.
Employees who have access to Confidential Company Information may be required to sign a confidentiality agreement as a condition of employment. Employees who violate this policy are subject to disciplinary action up to and including immediate termination. Any employee who has a question regarding the confidentiality or a particular matter should consult with their manager, or the Corporate Director of Human Resources or the Chief Executive Officer of the Company.
You are responsible for taking all reasonable steps to protect Under Armour's assets. Your obligation to protect Under Armour's assets extends to Under Armour's property, products, and intellectual property including trademarks, trade secrets, patents, copyrights, as well as business, marketing and service plans, manufacturing ideas, designs, records, and any unpublished data and reports.
XIV. COMMUNICATIONS WITH THE MEDIA
Open communications are essential to ensure that Under Armour is accurately represented in the media. It is important for us to all work as a team in this effort. We need to put as much clear thought and effort into our response to media inquiries and issues as we put into our advertising campaigns. Therefore, if an employee is contacted by the media for any reason, the employee must immediately direct the media to the Vice President of Brand or the Executive Office of Under Armour. Supervisors and managers who could be considered for "official comments" should avoid talking directly with the media.
Unless explicitly authorized, employees should not respond to any inquires from analysts or investors. All communications should be referred to Investor Relations. This includes among other things, posting information on messages boards, chat rooms, etc. Employees are prohibited from using and/or posting information in messages boards and chat rooms.
XV. ADMINISTRATION AND ENFORCEMENT
The Board of Directors is ultimately responsible for the administration and enforcement of this Code of Ethics and Business Conduct, but may delegate its responsibility to a committee of the Board. The Board shall take reasonable steps to monitor and audit compliance with the Code and to ensure that the Code continues to comply with all applicable rules and regulations.
Any waiver of this Code for an executive officer or director must be approved by the Board of Directors and will be promptly disclosed as required by law or regulation. Any waiver for any other employee, representative, consultant or agent must be approved by the Board and either the Chief Executive Officer or the Chief Financial Officer.