The Company takes corporate compliance very seriously. The Company believes corporate compliance is more than a written policy, but a way of doing business, and should not only meet legal requirements around the world, but also promote responsible and ethical conduct of our employees and directors and help foster a culture of honesty and accountability.

This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide our directors, officers, and employees of the Company. All Company directors, officers, and employees should conduct themselves accordingly and seek to avoid even the appearance of improper behavior in any way relating to the Company. In appropriate circumstances, this Code should also be provided to and followed by the Company’s agents and representatives, including consultants.

Any director or officer who has any questions about this Code should consult with the Company’s Chief Executive Officer, Chief Financial Officer, or General Counsel as appropriate in the circumstances. If an employee has any questions about this Code, the employee should ask his or her supervisor how to handle the situation.

The Company is committed to continually evolving its corporate compliance program to conform with legal and regulatory requirements, corporate ethics best practices, and the Company’s own high standards.

Over time, new policies will need to be written and old ones revised. While the Company reserves the right to make these changes without notice, the Company will try to let employees know about any changes affecting their employment as soon as possible.

Each director, officer, and employee of the Company owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest and candid. Deceit and subordination of principle are inconsistent with integrity. In this regard, each director, officer, and employee should satisfy the following with respect to the Company:

1. Act with integrity, including being honest and candid while still maintaining the confidentiality of information when required or consistent with the Company’s policies.
2. Observe both the form and spirit of laws and governmental rules and regulations, accounting standards, and Company policies.
3. Adhere to a high standard of business ethics.

Obeying the law, both in letter and in spirit, is the foundation on which the Company’s ethical standards are built. All directors, officers, and employees should respect and obey all laws, rules, and regulations applicable to the business and operations of the Company, including, without limitation, customs regulations, hazardous materials laws and regulations, import/export laws, trademark registration laws, labor, worker health and safety, slavery and human trafficking laws, tax laws, foreign corrupt practices laws, and laws prohibiting deceptive trade practices. Although directors, officers, and employees are not expected to know all of the details of these laws, rules, and regulations, it is important to know enough to determine when to seek advice from supervisors, managers, officers, or other appropriate Company personnel.

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, but not limited to, Employee Handbooks, Policy and Procedure Manuals, and Human Resources Manuals. You are responsible for knowing and following all such laws and policies that relate to your job.

A “conflict of interest” exists when an individual’s private interest interferes in any way – or even appears to conflict – with the interests of the Company. A conflict of interest situation can arise when a director, officer, or employee takes actions or has interests that may make it difficult to perform his or her work on behalf of the Company in an objective and effective manner. Conflicts of interest may also arise when a director, officer, or employee, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.

Service to the Company should never be subordinated to personal gain or advantage. Conflicts of interest, whenever possible, should be avoided. In particular, clear conflict of interest situations involving directors, officers, and employees who occupy supervisory positions or who have discretionary authority in dealing with any third party may include the following:

• Any significant ownership interest in any supplier or customer;
• Any consulting or employment relationship with any customer, supplier, or competitor;
• Any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities to the Company;
• The receipt of non-nominal gifts or excessive entertainment from any organization with which the Company has current or prospective business dealings;
• Being in the position of supervising, reviewing, or having any influence on the job evaluation, pay, or benefit of any family member; and
• Selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable directors, officers, or employees are permitted to so purchase or sell.

It is almost always a conflict of interest for a Company officer or employee to work simultaneously for a competitor, customer, or supplier. No employee may work for a competitor as a consultant or board member, without the prior approval of the Chief Executive Officer. The best policy is to avoid any direct or indirect business connection with the Company’s customers, suppliers, and competitors, except on the Company’s behalf.

Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors. Conflicts of interest may not always be clear-cut and further review and discussions may be appropriate. Any director or officer who becomes aware of a conflict or potential conflict should bring it to the attention of the Company’s Board of Directors, the Chief Executive Officer, Chief Financial Officer, or General Counsel as appropriate in the circumstances. Any employee who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager, or other appropriate personnel.

Directors, officers, and employees who have access to confidential information relating to the Company are not permitted to use or share that information for purposes of trading in securities, including trading in the stock of another publicly listed company, or for any other purpose except the conduct of the Company’s business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical and against Company policy but is also illegal. Directors, officers, and employees also should comply with insider trading standards and procedures adopted by the Company. If a question arises, the director, officer, or employee should consult with the Company’s General Counsel. For more information, refer to the Company policy entitled “Securities Trading Guidelines”.

Directors, officers, and employees are prohibited from taking for themselves personally or directing to a third party any opportunity that is discovered through the use of corporate property, information, or position without the consent of the Board of Directors. No director, officer, or employee may use corporate property, information, or position for improper personal gain, and no director, officer, or employee may compete with the Company directly or indirectly. Directors, officers, and employees owe a duty to the Company to advance the Company’s legitimate interests when the opportunity to do so arises.

The Company seeks to compete in a fair and honest manner. The Company seeks competitive advantages through superior performance rather than through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each director, officer, and employee should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, service providers, joint venture partners, franchise partners, competitors, and employees. No director, officer, or employee should take unfair advantage of anyone relating to the Company’s business or operations through manipulation, concealment, or abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

To maintain the Company’s valuable reputation, compliance with the Company’s quality processes and safety requirements is essential. In the context of ethics, quality requires that the Company’s products and services meet reasonable customer expectations. All inspection and testing documents must be handled in accordance with all applicable regulations.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided, or accepted by a director, officer, or employee, family member of a director, officer, or employee, or agent relating to the individual’s position with the Company unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff, and (5) does not violate any laws or regulations. A director or officer should discuss with the Company’s Chief Executive Officer, Chief Financial Officer or General Counsel, and an employee should discuss with his or her supervisor, any gifts or proposed gifts that the individual is not certain are appropriate.

The diversity of the Company’s employees is a tremendous asset. The Company is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind.

The Company strives to provide each employee with a safe and healthful work environment. Each officer and employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries, and unsafe equipment, practices, or conditions.

Violence and threatening behavior are not permitted. Officers and employees should report to work in a condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.

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 our Legal Department to prevent committing any potentially unlawful acts.

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions.

Many officers and employees regularly use business expense accounts, which must be documented and recorded accurately. If an officer or employee is not sure whether a certain expense is legitimate, the employee should ask his or her supervisor or the Company’s Chief Financial Officer. Rules and guidelines are available from the Accounting Department.

All of the Company’s books, records, accounts, and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions, and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.

Business records and communications often become public, and the Company and its employees should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. The Company’s records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, directors, officers, and employees must consult with the Company’s General Counsel before taking any action because it is critical that any impropriety or possible appearance of impropriety be avoided.

If you are a non-exempt (hourly) employee, you must accurately record your time worked as required by law or policy in your county, state, province or country – whether scheduled or unscheduled overtime or straight time, authorized or unauthorized. You should let you’re your supervisor or manager know if you are having any problems recording your time.

Directors, officers, and employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, suppliers, service providers, joint venture partners, franchise partners or by any other parties with whom the Company is considering a business related transaction except when disclosure is authorized by the General Counsel or required or mandated by laws or regulations. Confidential information includes all non-public information that might be useful or helpful to competitors or harmful to the Company or its customers, suppliers, service partners, joint venture partners and franchise partners if disclosed. The obligation to preserve confidential information continues even after employment ends.

All directors, officers, and employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company assets should be used for legitimate business purposes and should not be used for non-Company business.

The obligation to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property, such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing, and service plans, engineering and manufacturing ideas, designs, databases, records, salary information, and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

The Company owns various marks, including “Claire’s,” “Claire’s Boutiques,” “Claire’s Accessories,” “Icing by Claire’s,” “The Icing,” and “Icing”. These marks are valuable assets of the Company and all employees and business partners should protect them.

Employees 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. Media inquiries should be directed to the Company’s Chief Executive Officer, Chief Financial Officer, or General Counsel, or their designee, or communications@claires.com.

The U.S. Foreign Corrupt Practices Act prohibits giving or promising anything of value, directly or indirectly, to any employee or officials of foreign governments or foreign political candidates in order to obtain or retain business, including payments to secure the performance of routine governmental actions or to secure an improper advantage with respect to any aspect of the Company’s business. It is strictly prohibited to make illegal payments to government officials of any country. A government official may include employees of state owned foreign companies as well as employees of government agencies or any family member or close business associate of the same. Foreign governments may have similar laws or rules, including the UK Bribery Act of 2010.

In addition, various government have a number of laws and regulations regarding business gratuities that may be accepted by government personnel. The promise, offer, or delivery to an official or employee of the government of a gift, favor, or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments may have similar rules.

In the case of executive officers and directors, the provisions of this code may only be waived by the Board of Directors or a committee of the Board and all waivers will be promptly disclosed as required by applicable laws, rules, and regulations, including the rules of the Securities and Exchange Commission.

Directors and officers are encouraged to talk to the Chief Executive Officer, Chief Financial Officer, or General Counsel, and employees are encouraged to talk to supervisors, managers, or other appropriate personnel, when in doubt about the best course of action in a particular situation.

Directors, officers, and employees should report any observed illegal or unethical behavior and any perceived violations of laws, rules, regulations, or this Code to appropriate personnel. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith. Directors, officers, and employees are expected to cooperate in internal investigations of misconduct.

The Company maintains a policy for (1) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and (2) the confidential, anonymous submission by the Company’s employees of concerns regarding questionable accounting or auditing matters through a hotline or written communication to the Audit Committee. Please refer to the policy entitled Employee Complaint Procedures for Accounting, Auditing Matters for additional information on this subject.