ABOUT RG BARRY

RG Barry is a leading developer and marketer of accessory lifestyle brands and products that provide fashion and function for a great life. The Company offers products in three distinct segments of the accessory universe – footwear, handbags and foot care. Our products are sold through national chains, mass merchants, warehouse clubs, department stores, independent and specialty retailers, boutiques, catalogs, home shopping networks and online retailers. We consistently are among the best-performing accessory companies in North America.

VISION & STRATEGY

RG Barry has transformed our business from a one-dimensional, modest growth slipper company into a multi-dimensional growing provider of functional, fashionable accessory products.

This change is made possible by our continuous focus on a culture that operates with a common purpose. Our mission, goals, values and beliefs guide us, energize us, and help sustain our reputation as a leader out in the accessories market.

LEADERSHIP

The evolution of our business into a growing consumer-centric, brand management company has required the successful implementation of well-defined strategies, tremendous organizational focus and strong, capable leadership.

Today, RG Barry boasts an impressive team of coaches whose sole objective is to lead as we continue developing great accessories brands and fashionable, solution-oriented products that make life better for our consumers. They include:

HISTORY

Since introducing the world's first foam-soled, soft, washable slipper in 1947, our product focus and operating model have evolved beyond our footwear roots to serve the ever-changing accessories marketplace. That evolution was never more apparent than during fiscal 2011. We literally transformed our business from a one-dimensional, modest-growth slipper company into a multi-dimensional, growing provider of functional, fashionable accessory products with the acquisitions of two successful accessories businesses - Foot Petals, Inc. of Long Beach, California, and baggallini, Inc. of Portland, Oregon.

CHARITABLE GIVING

RG Barry believes that it is the responsibility of a good corporate citizen to support the communities in which it lives and works. Toward that end, the Company's Board of Directors annually sets aside a portion of pre-tax net profit for use in supporting various charitable and community endeavors.

Distribution of the Corporation's charitable gifts is controlled by an 8-member committee of RG Barry team members selected annually from throughout the Corporation.


Dearfoams
baggallini
Foot Petals
CAREERS

As one of the world's leading developers and marketers of fashion and functional accessory products, RG Barry is committed to attracting and developing the best talent available to it. We offer an exhilarating, high-performing team environment that is casual and fun; training and growth opportunities; and competitive pay and benefits.

 
CORPORATE RESPONSIBILITY

RG Barry incorporates its core values of integrity, quality, innovation, leadership, teamwork and community in all of its business dealings. The Company's Team Members constantly strive to achieve the highest business and personal ethical standards, as well as compliance with all applicable governmental laws, rules and regulations. We believe that it is the responsibility of a good corporate citizen to positively embrace social, environmental and governance factors as part of the overall business strategy. We demand this, not only of ourselves, but of all who provide us with goods and services.

Transparency Supply Chain

TERMS OF ENGAGEMENT

R.G. Barry Corporation (“R.G. Barry”) is successful by adhering to three basic beliefs since its founding in 1947:

1. Respect for the Individual

2. Service to our Customers

3. Strive for Excellence

R.G. Barry strives to conduct its business in a manner that reflects these three basic beliefs and expects its suppliers to adhere to these beliefs in their contracting, subcontracting and other business relationships. Additionally, because the conduct of R.G. Barry’s Suppliers can be attributed to R.G. Barry and its reputation, R.G. Barry requires its Suppliers, and their Contractors, to meet the following standards, and reserves the right to make periodic, unannounced inspections of Suppliers’ facilities and the facilities of Suppliers’ Contractors to ensure Suppliers’ compliance with these standards:


COMPLIANCE WITH APPLICABLE LAWS AND PRACTICES:

Suppliers shall comply with all local and national laws and regulations of the jurisdictions in which the suppliers are doing business as well as the practices of their industry. Should the legal requirements and practices of the industry conflict, Suppliers must, at a minimum, be in compliance with legal requirements of the jurisdiction in which they are operating. If, however, the industry practices exceed the country’s legal requirements, R.G. Barry will favor Suppliers who meet such industry practices. It is your duty as the Supplier to be aware of and comply with all regulations and standards that pertain to the product that is being manufactured and for operating your facility.


RG Barry expects its Suppliers to comply with the following conditions of employment.

I. Compensation:

Suppliers shall fairly compensate their employees by providing wages and benefits which are in compliance with the local and national laws and regulations of the jurisdictions in which the Suppliers are doing business, or which are consistent with the prevailing local standards in the countries, if the prevailing local standards are higher. In addition to their compensation for regular hours of work, workers shall be compensated for overtime hours at such premium rates as are legally required, or in those countries where such laws do not exist, at least equal to their regular hourly wage rate. Suppliers will comply with applicable laws that entitle workers to vacation time, leave periods and holidays.

II. Hours of Labor:

Suppliers shall maintain reasonable employee work hours in compliance with local standards and applicable laws of the jurisdictions in which the Suppliers are doing business. Subject to the requirements of local law, a regularly scheduled work week of no more than sixty (60) hours and one day off in every seven (7) day period are encouraged. Working hours must be recorded by an automated timekeeping system. Whenever a worker is present in a facility, the worker’s time must be recorded and the worker properly compensated. This applies to both regular and overtime working hours. R.G. Barry will not use Suppliers who, on a regularly scheduled basis, require employees to work in excess of the statutory requirements without proper compensation as required by applicable law. Employees should be permitted reasonable days off (at least one day off for every seven-day period) and leave privileges.


I. Forced/Prison Labor/Human Trafficking/Slavery:

Forced labor, indentured labor, slavery/human trafficking, bonded labor, or prison labor will not be tolerated by R.G. Barry. “Forced Labor” is defined as any work or service which is exacted from any person under the threat of penalty for its non-performance and for which the worker does not offer voluntarily. An employer involuntarily keeping workers identification documents is prohibited.

II. Child Labor:

R.G. Barry will not tolerate the use of child labor. R.G. Barry will not accept products from Suppliers or subcontractors who use child labor. No person shall be employed at an age younger than the legal minimum age for working in any specific jurisdiction. In no event shall Suppliers or their subcontractors employ workers less than 16 years of age.

III. Discrimination/rights:

All conditions of employment must be based on an individual’s ability to do the job, not on the basis of personal characteristics or beliefs. R.G. Barry will not utilize Suppliers who discriminate on the basis of race, color, national origin, culture, gender, sexual orientation, religion, disability, and other similar factors.

IV. Freedom of Association and Collective Bargaining:

Suppliers will respect the rights of employees regarding their decision of whether to associate or not to associate with any group, as long as such groups are legal in their own country. Suppliers must not interfere with, obstruct or prevent such legitimate activities.

V. Immigration law and compliance:

Only workers with a legal right to work shall be employed or used by a Supplier. All workers’ legal status must be validated by the Supplier by reviewing original documentation (not photocopies) before they are allowed to commence work. Procedures, which demonstrate compliance with these validations, must be implemented. Suppliers must regularly audit employment agencies from which they obtain workers to monitor compliance with this policy.


WORKPLACE ENVIRONMENT:

R.G. Barry seeks to do business with Suppliers who provide workers with a clean, safe, and healthful work environment designated to prevent accidents and injuries arising out of or occurring while in the course of work or as a result of the operation of the Suppliers facility. R.G. Barry will not do business with any Supplier that provides an unhealthy or hazardous work environment or which utilizes mental or physical disciplinary practices.

VI. Health:

Factories producing merchandise to be sold by R.G. Barry shall provide adequate medical facilities and ensure that all production and manufacturing processes are carried out in conditions that have proper and adequate considerations for the health and safety of those involved.

VII. Security:

Suppliers will maintain adequate security at all production and warehousing facilities and implement supply chain security procedures to prevent the introduction of non-manifested cargo into outbound shipments (e.g. drugs, explosives, bio-hazards and /or other contraband). Additionally, each production and warehousing facility must have written security procedures and maintain documented proof of the adequate controls implemented to guard against introduction of non-manifested cargo.


CONCERN FOR THE ENVIRONMENT:

Our expectation is that the Supplier knows and adheres to your local governments requirements regarding waste and water consumption and receive certification in these areas if so mandated by your locality. Suppliers are expected to follow guidelines that will prevent the future depletion of natural resources and ensure the use of safe materials for manufacturing. We encourage Suppliers to reduce excess packaging and to use recycled and nontoxic materials. Use of any substances listed on the RSLs (Restricted Substances Lists) listed below will result in immediate termination of business by R.G. Barry. Any subsequent lawsuit due to injury or product failure made by government or non-government organizations or end consumers will result in legal action by R.G. Barry. The Supplier will be held liable for any and all lawsuits derived from the Supplier’s non-compliance to the RSLs.

• A list of regulated or banned materials can be found at: http://www.oehha.org/prop65.html

• For a list of restricted toxics in packaging visit TPCH at: http://www.toxicsinpackaging.org


CPSIA:

In 2008 the CPSC set forth legislation known as the Consumer Product Safety Improvement Act (CPSIA of 2008) regulating the use of lead and phthalates in the manufacturing of children’s product. Suppliers are expected to follow these guidelines during production of merchandise for R. G. Barry.

For more information about the CPSIA please refer to the CPSC’s website: http://www.cpsc.gov/about/cpsia/cpsia.html


RIGHT OF INSPECTION:

R.G. Barry or a third party designated by R.G. Barry will take actions, such as inspection of production facilities, to implement and monitor these standards and to monitor for use of restricted substances during manufacturing. Suppliers will be responsible for all costs associated with audit/inspection failures due to non-compliance for any reason noted on this Terms of Engagement. During the course of inspection it is against R.G. Barry’s ethical standards to approach an R.G. Barry or third party employee with bribes, kickbacks or other similar unlawful or improper payments in order to obtain or retain business. This type of action will result in a failed audit and termination of business by R.G. Barry. Likewise, if an R.G. Barry or third party employee should solicit the Supplier for any type of gratuity R.G. Barry fully expects the Supplier to report the incident immediately to the Global Ethics Office.


ANTI–CORRUPTION LAWS:

Suppliers have reviewed and are familiar with all applicable anti-corruption, anti-bribery and corrupt practices laws, including but not limited to, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010 (collectively, the “Anti-Corruption Laws”) and agrees to comply with the provisions of the Anti-Corruption Laws and certifies by signing this agreement, is in compliance and will continue to maintain compliance will the Anti-Corruption Laws during the term of this agreement. It is the intent of the parties that no payments or transfers of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining or retaining business or otherwise securing an improper advantage.


CONFIDENTIALITY:

Suppliers shall not disclose to others and will not use for its own purpose or the purpose of others any trade secrets, confidential information, knowledge, designs, data, skill or any other information considered by R.G. Barry as “confidential”.

The “Terms of Engagement” must be posted in a location visible to all employees at all facilities that manufacture products for R.G. Barry. If you know of a violation of these standards by a supplier, factory, or R.G. Barry associate, it is the responsibility of the supplier to contact the R.G. Barry Global Ethics Office.

• Write to: Chairman of the Audit Committee, c/o R.G. Barry Corporation, 13405 Yarmouth Rd. N.W., Pickerington, OH 43147, USA. Your confidential, anonymous submission of concerns or complaints will be delivered to the Chairman of the Audit Committee promptly and unopened.

• Call toll-free hotline: 1-800-826-6762. The hotline is operated by a third party provider and will forward your confidential, anonymous submission of concerns or complaints to the Chairman of the Audit Committee. Southern China: 10-800-711-1188

• Send email to: EthicsCommittee@rgbarry.com. Your confidential, anonymous submission of concerns or complaints will be sent to the Chairman of the Audit Committee.