The Williams-Sonoma, Inc. Code of Business Conduct & Ethics (the “Code of Conduct”) is a statement of our Company’s standards of ethical business conduct based upon our commitment to adhere to our values—including our commitments to People First, our customers and our stockholders—and comply with the law. The responsibility to act ethically in all of our business practices and to comply with the local and national laws in each country where we do business is shared by all associates.

Governance

At Williams-Sonoma, Inc., corporate responsibility is central to the way we run our business. Our corporate governance provides a framework for ethical company operations, consistent with requirements of federal law and the NYSE, including:

  • A majority of Board members independent of WSI and its management
  • A clear Code of Business Conduct & Ethics for all associates, officers and directors
  • Clearly established committees, roles and responsibilities
  • Independent members and chairs of the Compensation Committee, Audit and Finance Committee and Nominations, Corporate Governance and Social Responsibility Committee

Board Oversight of Sustainability

Our Corporate Social Responsibility Committee is composed entirely of independent members of WSI’s Board, overseen by a chairperson. Members meet the independence requirements of the New York Stock Exchange and the Securities and Exchange Commission. Their responsibilities encompass corporate governance, social responsibility and sustainability. Meetings occur at least twice each year, and the committee  may form and delegate authority to subcommittees when appropriate. The Committees’ responsibilities include:

  • Oversee WSI’s corporate social responsibility strategy and key initiatives to assist the Company in appropriately addressing its social responsibilities and corporate citizenship.
  • Oversee the Company’s sustainability strategy and key initiatives, and review the impact of the Company’s business operations and business practices on the environment.
  • Oversee stockholder engagement and disclosures regarding corporate social responsibility and sustainability matters.
  • Report, and recommend any appropriate actions, to the Board with respect to the Company’s corporate social responsibility and sustainability strategies and key initiatives.

Code of Conduct

The Code of Conduct applies to all directors, officers and associates of WSI and its affiliates, and to any person performing work or providing services on WSI’s behalf, including temporary and seasonal associates. Additionally, we expect our leaders to model this standard in their decision-making and provide ethical guidance to their teams. Providing guidelines for proper behavior in the workplace and policies for reporting questions or concerns, the Code includes:

  • Equal Employment Opportunities
  • No Discrimination, Harrassment or Retaliation
  • Complying with Ethical and Legal Standards
  • Company Policies
  • Conflicts of Interest
  • Corporate Opportunities
  • Disclosure of Conflicts; Request for Exceptions
  • Commitments to Social and Environmental Responsibility
  • Public Communications and Filings
  • Communication Information About the Company
  • Protecting Confidential Information
  • Non-Solicitation
  • Protecting Intellectual Property
  • Approvals and Waivers
  • Consequences of Failing to Adhere to the Code of Conduct
  • Policy for Reporting Accounting and Securities Laws Concerns

These guidelines apply to the daily work and interactions of everyone at Williams-Sonoma, Inc., regardless of position or rank. We also maintain a third-party, monitored, enterprise-wide ethics hotline to ensure transparency while protecting anonymity.

Williams-Sonoma, Inc. is committed to an ongoing process of transparency regarding company governance, risk management and compliance. For more information about our Code of Conduct, Board Oversight and Corporate Governance Guidelines, see the following pages:

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