Fair Labor Association, Charter Document, Preliminary Agreement, November 2, 1998

Fair Labor Association, Charter Document, Preliminary Agreement, November 2, 1998, prepared by the Apparel Industry Partnership.


INTRODUCTION

1. DEFINITIONS
2. GOVERNANCE OF THE ASSOCIATION
1. Structure
2. Board of Directors of the Association
3. Selection Process and Qualifications for Chair
4. Issues for Board Consideration
5. Executive Staff of the Association
3. PARTICIPATION CRITERIA FOR COMPANIES
4. COMMUNICATIONS TO THE PUBLIC
5. ACCREDITATION CRITERIA FOR EXTERNAL MONITOR
1. Independence of External Monitors
2. Qualifying Characteristics of External Monitors
3. Accountability of External Monitors
4. Nondisclosure by External Monitors
6. THE MONITORING PROCESS
1. Monitoring Plan
2. Internal Monitoring Program
3. External Monitoring
4. Costs of Inspections by External Monitors
5. Reporting Requirements
6. Determinations of Compliance
7. Special Review
8. Termination of Participation
7. DEPARTMENT OF LABOR WAGE STUDY
8. SPECIAL COUNTRY GUIDELINES
9. THIRD PARTY COMPLAINT PROCEDURE
1. Standard for Complaint
2. Meeting the Standard
3. Remediating the Alleged Noncompliance
4. Additional Monitoring
10. ASSOCIATION RESOURCES
11. WORKPLACE CODE OF CONDUCT
12. PRINCIPLES OF MONITORING
1. Obligations of Companies
2. Obligations of Accredited External Monitors

INTRODUCTION

The members of the Apparel Industry Partnership announced the creation of the attached "Workplace Code of Conduct" and "Principles of Monitoring" to the President and to the public on April 14, 1997. To achieve the objective of establishing a means to provide the public with confidence about implementation of the Workplace Code and the Monitoring Principles, the members of the AIP hereby set forth a charter document for the formation of a Fair Labor Association.

The Association shall have, inter alia, the following purposes:

* To accredit independent external monitors to conduct independent external monitoring and inspections of Applicable Facilities of Participating Companies;

*

*
To certify whether the Applicable Brands of each Participating Company are produced in Compliance with the Fair Labor Association Standards;

*
To continue to address questions critical to the elimination of sweatshop practices; and

*
To serve as a source of information to consumers about the Workplace Code, the Monitoring Principles and Participating Companies.

1. DEFINITIONS

1.

The following capitalized terms shall have the following meanings when used in this Charter:

"AIP" shall mean the Apparel Industry Partnership.

"Alleged Noncompliance" shall mean any significant and/or persistent pattern of noncompliance, or any individual incident of serious noncompliance, with the Workplace Code or Monitoring Principles, alleged by a Third Party.

"Applicable Brands" shall mean the Brands of a Participating Company for which the Company is seeking certification that such Brands are produced in Compliance with the Fair Labor Association Standards.

"Applicable Facilities" shall mean the Facilities of a Participating Company other than its De Minimis Facilities.

"Association" shall mean the Fair Labor Association.

"Association Public Report" shall mean the public report evaluating a Participating Companys Compliance with the Fair Labor Association Standards in the production of Applicable Brands, as more fully described in Section V below.

"Board" or "Board of Directors" shall mean the Board of Directors of the Association.

"Board Member" or "Member" shall mean a member of the Board, including the Chair.

"Brand" shall mean a trademark or logo affixed to a product that is either owned or controlled by a Participating Company or which the Company has the right to use under license.

"Chair" shall mean the chairman or chairwoman, as the case may be, of the Board.

"Charter" shall mean this Charter of the Fair Labor Association.

"Complaint" shall mean a complaint which sets forth a claim of Alleged Noncompliance that is submitted by a Third Party to the Association.

"Compliance with the Fair Labor Association Standards" shall mean the following: (i) effective implementation by a Participating Company of internal and independent external monitoring programs consistent with the Monitoring Principles; (ii) timely remediation by the Participating Company of noncompliance with the Workplace Code or Monitoring Principles found by internal or accredited independent external monitors; and (iii) in situations where monitors have found a significant and/or persistent pattern of noncompliance, or instances of serious noncompliance, with the Workplace Code or Monitoring Principles, the taking of adequate steps by the Participating Company to prevent recurrence in other Applicable Facilities where such type of noncompliance may occur.

"De Minimis Facilities" of a Participating Company shall mean Facilities (i) with which the Participating Company contracts for production for six months or less in any 24-month period or (ii) in which the Participating Company accounts for 10% or less of the annual production of such Facility. In no event shall De Minimis Facilities constitute more than 15% of the total of all Facilities of a Participating Company.

"Executive Director" shall mean the Executive Director of the Association.

"Facilities" of a Participating Company shall mean, the production or manufacturing facilities of a Participating Company and its majority-owned subsidiaries and of such Participating Companys or its majority-owned subsidiaries licensees, contractors (where the Participating Company is a manufacturer, including a retailer acting as a manufacturer) and suppliers (where the Participating Company is a retailer, including a manufacturer acting as a retailer), where such Facilities are involved in the production or manufacturing of Applicable Brands. For purposes of this definition, a "contractor" or a "supplier" shall mean any contractor or supplier engaged in a manufacturing process, including cutting, sewing, assembling and packaging, which results in a finished product for the consumer.

"Initial Implementation Period" shall mean the implementation period during which a Participating Company is seeking initial certification that its Applicable Brands are produced in Compliance with the Fair Labor Association Standards. This period shall be for a term of two or three years, at the discretion of the Participating Company.

"Labor/NGO" shall mean consumer, human rights, labor rights, labor union, religious and other public interest organizations, provided that such organizations work on issues related to fair labor standards.

"Monitoring Plan" shall mean the monitoring plan submitted to the Association by each prospective Participating Company that describes with specificity the Companys proposed internal monitoring program and independent external monitoring program.

"Monitoring Principles" shall mean the Principles of Monitoring attached to this Charter.

"Participating Company" or "Company" shall mean a company whose participation in the Associations monitoring process has been approved by the Board.

"Simple Majority Vote" shall mean a vote requiring the approval of at least one more than one-half of all of the Members of the Board, with the Chair voting on the matter.

"Supermajority Vote" shall mean a vote requiring the approval of at least two-thirds of all of the industry Members of the Board and at least two-thirds of the Labor/NGO Members of the Board, with the Chair having no vote on the matter.

"Third Party" shall mean any person or organization other than an accredited independent external monitor.

"Workplace Code" shall mean the Workplace Code of Conduct attached to this Charter.

2.
GOVERNANCE OF THE ASSOCIATION

1. Structure
1.

The Association shall be formed as a nonprofit association under the laws of a state that has adopted a separate nonprofit association statute. The Association shall seek Section 501(c)(3) status as a tax-exempt organization.
2.
Board of Directors of the Association

The Board of Directors of the Association shall consist of six industry representatives and six Labor/NGO representatives. The initial industry Board Members shall be selected by the industry members of the AIP, and the initial Labor/NGO Board Members shall be selected by the Labor/NGO members of the AIP. Thereafter, new industry Board Members shall be selected by the then-serving industry Board Members in consultation with the companies then participating in the Associations monitoring process. New Labor/NGO Board Members shall be selected by the then-serving Labor/NGO Board Members.

Each Board Member shall be committed to the goals of the Association in eliminating sweatshop practices. Persons employed or retained by, or agents of, accredited monitors or entities whose applications for accreditation are pending shall not be eligible to serve on the Board. Officers and directors of Participating Companies and Labor/NGO organizations may serve as Members of the Board. No more than one Board Member may be from any individual company or Labor/NGO organization. The Board shall adopt appropriate screening and recusal policies in order to address any potential conflict of interest issues.

In addition to the industry and Labor/NGO representatives, the Board shall have one voting Chair, mutually agreeable to, and selected by, the industry Board Members and the Labor/NGO Board Members in accordance with the procedure specified below.
3.
Selection Process and Qualifications for Chair

An initial Nominating Committee to identify candidates to serve as the initial Chair, comprised of three industry members from the AIP and three Labor/NGO members from the AIP, shall be appointed by the co-chairs of the AIP subject to the ratification of the AIP. The initial Chair shall be selected subject to the approval of at least a two-thirds majority of the industry members of the AIP and at least a two-thirds majority of the Labor/NGO members of the AIP.

Thereafter, a Nominating Committee made up of two industry Board Members and two Labor/NGO Board Members shall be appointed by the incumbent Chair. The Nominating Committee shall actively identify and assess the potential interest of qualified candidates. The Nominating Committee shall submit no less than five names of qualified candidates to the entire Board for consideration. The new Chair shall be selected by the affirmative vote of at least a two-thirds majority of the industry Board Members and at least a two-thirds majority of the Labor/NGO Board Members.

In selecting the Chair, Members of the Board shall seek individuals with the following qualifications:

1. A commitment to the goals of the AIP and the Association in eliminating sweatshop practices;
1.

2.
Knowledge of business operations, including, but not limited to, labor issues affecting companies;

3.
Independence.

Factors to be considered in determining independence include whether a person or his or her spouse or immediate family has held any position with, or rendered any paid services to, any external monitor, any company in the apparel or footwear industry or any other Participating Company, or any Labor/NGO organization;

4.
The Chair must be willing to divest of any directly held (i.e., not held through a mutual fund or in a blind trust) equity securities or any other financial interest in any monitor or any Participating Company. Any nominee must also disclose all such holdings as well as any contributions made at any time during the past three years to any Labor/NGO organization.

4.
Issues for Board Consideration

The Board shall have responsibility for approving the following matters by the affirmative vote indicated below for each specific matter:

1. The amendment of the Workplace Code and Monitoring Principles: Supermajority Vote;
1.

2.
The adoption and amendment of the Bylaws and Articles of Incorporation of the Association: Supermajority Vote;

3.
The appointment or removal of the Executive Director: Supermajority Vote;

4.
The appointment or removal of senior officers of the Association other than the Executive Director: Simple Majority Vote;

5.
The adoption of the annual operating plan and budget for the Association, including the identification of funding sources and the setting of annual assessments for Participating Companies: Simple Majority Vote;

6.
Any increase or decrease of the cap on annual assessments for Participating Companies: Supermajority Vote;

7.
The adoption and any amendment of the Associations accreditation criteria for independent external monitors: Supermajority Vote;

8.
The adoption and any amendment of the Associations baseline monitoring procedures: Supermajority Vote;

9.
Any amendment of the range of percentages of Applicable Facilities of Participating Companies required for inspection by accredited independent external monitors on a prospective basis, based on data derived from inspections conducted by independent external monitors during the Initial Implementation Period: Supermajority Vote;

10.
The decision whether to accredit a particular external monitor for a two-year period: Simple Majority Vote;

11.
The decision whether to renew the accreditation of a particular external monitor for an additional two-year period: Simple Majority Vote;

12.
The decision whether to suspend the accreditation of an external monitor for a period determined by the Board: Simple Majority Vote;

13.
The decision whether a particular company is eligible to participate in the Associations monitoring process: Simple Majority Vote;

14.
The decision whether to certify initially that the Applicable Brands of a Participating Company are produced in Compliance with the Fair Labor Association Standards, based on reports of the Associations accredited independent external monitors, and the approval of the initial Association Public Report regarding such Participating Company: Simple Majority Vote;

15.
The decision whether to renew, for an additional one-year period, the certification of a Participating Companys Applicable Brands and the approval of the annual Association Public Report regarding such Participating Company: Simple Majority Vote;

16.
The decision whether to suspend the certification of a Participating Companys Applicable Brands and place the status of such Participating Company on a 90-day special review, or to extend such special review period: Simple Majority Vote;

17.
In the event that the status of a Participating Company is placed on special review, the decision whether such Company shall have its participation in the Association terminated following the special review period: Supermajority Vote;

18.
Any amendment of the "Third Party Complaint Procedure" set forth in Section VIII below by which complaints from Third Parties concerning workplace conditions in Facilities of Participating Companies are addressed by the Association: Simple Majority Vote;

19.
The adoption and any amendment of a procedure to address complaints from Third Parties concerning the conduct of external monitoring by specific accredited independent external monitors: Simple Majority Vote; and

20.
Other appropriate issues critical to the elimination of sweatshop practices, including any amendment of the "Special Country Guidelines" set forth in Section VII below and any adoption of additional country guidelines: Supermajority Vote.

Each Board Member shall serve a three-year term. The Board shall be staggered so that each year, the term of two industry Board Members and two Labor/NGO Board Members shall expire(1) The Chair shall serve for a three-year term, and may serve such additional terms as determined through the normal Chair selection process.
5.
Executive Staff of the Association

The Association shall employ a full-time professional staff, including an Executive Director. Responsibilities of the staff shall include:

1. Providing information to consumers about the Workplace Code, the Monitoring Principles and Participating Companies;
1.

2.
Developing and conducting related public outreach and consumer education programs about the Association;

3.
Reviewing applications of independent external monitors for accreditation, and for renewal of accreditation, based on the accreditation criteria set forth in Section III below, and recommending independent external monitors to receive accreditation to the Board of Directors;

4.
Reviewing applications of companies to participate in the Associations monitoring process, based on the participation criteria set forth in Section II below, and recommending the eligibility of Participating Companies to the Board of Directors;

5.
Upon request, serving as a resource for Participating Companies and NGOs participating in the monitoring process;

6.
Establishing a database providing information about local labor laws and about local labor, human rights, religious and nongovernmental organizations in countries of production;

7.
Making recommendations to the Board concerning questions critical to the elimination of sweatshop practices;

8.
Conducting oversight of accredited independent external monitors, and addressing complaints concerning monitoring activities of independent external monitors; and

9.
Addressing complaints concerning workplace conditions in Facilities of Participating Companies, pursuant to the "Third Party Complaint Procedure" set forth in Section VIII below.

3.
PARTICIPATION CRITERIA FOR COMPANIES

A company that desires to participate in the Associations monitoring process shall submit to the Association an application consisting of a monitoring plan that describes the companys internal and independent external monitoring programs (as described in more detail in Section V below) and consisting of the agreement of the company to undertake in good faith the following:
1. To adopt, and cause its applicable licensees, contractors and suppliers to adopt, the Workplace Code in the manufacture of its apparel and footwear products;
1.

2.
To formally convey the Workplace Code (in the applicable local language) to company factories, and applicable licensees, contractors and suppliers, and communicate the companys commitment to comply with the Workplace Code to senior officers, managers and employees of both the company and its applicable licensees, contractors and suppliers;

3.
To implement a system of monitoring that complies with the Monitoring Principles, including utilizing independent external monitors accredited by the Association for the relevant region or function and disclosing to the Association the identity, the scope of work and the terms of the engagement of such monitors; and

4.
To pay annual assessments to the Association. Assessments shall be determined by the Board of Directors of the Association based on a formula related to the annual revenues of each Participating Company. The annual assessment for each Participating Company shall range from a minimum of $5,000 to a maximum of $100,000, based upon the annual consolidated revenues of such Company. (An assessment of $100,000 shall be required of any Participating Company with annual consolidated revenues in excess of $10 billion.)

The staff of the Association shall recommend to the Board of Directors whether such company is eligible to participate in the Associations monitoring process based on the companys satisfaction of the foregoing. With respect to the companys monitoring plan, the staff of the Association shall review each plan to determine whether it complies with the Monitoring Principles and the requirements for Monitoring Plans set forth in Section V below, assigns specific responsibilities for implementing the commitments contained therein to appropriate officers, establishes a system of accountability, and sets forth an operational structure for implementing the plan.

If the Board of Directors approves the participation of such company in the Associations monitoring process, then the companys Applicable Facilities shall undergo independent external monitoring by accredited independent external monitors to determine whether its Applicable Brands are produced in Compliance with the Fair Labor Association Standards. Such a company shall thereafter be referred to as a "Participating Company".

4.

COMMUNICATIONS TO THE PUBLIC

In the event that the Board of Directors approves the participation of a particular company in the Associations monitoring process and external monitoring commences, then such Participating Company, as well as the Association, may communicate to the public that such Company is participating in the Associations monitoring process, and such Company and the Association may disclose the Applicable Brands for which the Participating Company is seeking certification that such Brands are produced in Compliance with the Fair Labor Association Standards.

A Participating Company cannot make any public announcement or other communication to the public that all or some of its Brands are produced in Compliance with the Fair Labor Association Standards and shall not have the right to use the service mark of the Association for any purpose unless: (a) such Brands have been certified by the Association to be produced in Compliance with the Fair Labor Association Standards; and (b) the Company continues to satisfy the criteria set forth above for participation in the Associations monitoring process. If these conditions have been met, then the Participating Company shall be entitled to communicate to the public that such Brands have been produced in Compliance with the Fair Labor Association Standards and shall be entitled to use the service mark of the Association in product labeling, advertising and other communications to consumers and shareholders.

Neither the Board of Directors nor any member of the Associations staff shall disclose to the public any information relating to any Participating Company which is confidential or proprietary, including any detailed information or assessment regarding (i) the overall status of such Participating Company in the Association or (ii) the status of a particular unresolved Complaint relating to a Participating Company, if, in either case, any such information has not already been disclosed to the public by the Company or the Association. However, the status of such Participating Company in the Association, as well as the identification of the Applicable Brands for which it is seeking certification and whether such certification has been obtained shall be publicized by the Association and the Association shall issue public reports with respect to each Participating Company as provided in Section IV. E. below. The Board of Directors shall establish further guidelines for responding publicly to inquiries regarding Complaints from Third Parties. Such guidelines shall preserve the integrity of the process by which the Association investigates Complaints, facilitate the ability of Companies to remediate problems in their Facilities and provide the public with assurance of the independence and integrity of the Association.
5.
ACCREDITATION CRITERIA FOR EXTERNAL MONITOR

1. Independence of External Monitors
1.

1. A prospective external monitor shall not be eligible to conduct independent external monitoring for a Participating Company unless such external monitor is independent from such Company as well as its applicable licensees, contractors and suppliers to the following extent:
1.

1. Neither the external monitor nor any of its employees personally involved in the monitoring of such Participating Company shall hold any equity or debt securities of, or have any other financial interest in, the Company or any of its applicable licensees, contractors or suppliers;
1.

2.
Neither the external monitor nor any of its employees personally involved in the monitoring of such Participating Company shall have any business or financial relationship with the Company or any of its applicable licensees, contractors or suppliers that would conflict with or compromise its ability to conduct monitoring for such Company in a neutral, impartial manner; and

3.
The monitor, or any affiliated company of such monitor, shall not provide other services (excluding financial auditing services) to the Participating Company, or shall not have provided other services (excluding financial auditing services) to the Company in the twelve-month period prior to its consideration to be an external monitor, if the value of all such other services exceeds $100,000 or if the value of all services (including any financial auditing services) provided to the Company has or shall account for 25% or more of the monitors annual revenue. The Association, however, may waive the application of this provision on a case-by-case basis upon a good faith showing that the monitor has established effective mechanisms to eliminate any significant risk to the independence of the monitoring, such as the establishment of ethical walls between those employees providing such other services and those employees that shall be conducting the monitoring (i.e., prohibiting those employees that provide such other services from conducting the monitoring and prohibiting the exchange of information between such other employees and such employees conducting the monitoring). The independent external monitor shall continue to maintain any mechanisms implemented by it to protect the independence of its monitoring.

If accredited by the Association and selected to conduct monitoring for a Participating Company, the external monitor must pledge to continue to comply with the foregoing independence criteria throughout the period that it is engaged in monitoring for such Company.

2.
An accredited independent external monitor shall pledge to conduct its monitoring in a neutral, impartial manner and shall pledge that the content of its monitoring report shall be accurate and not misleading.

3.
An accredited independent external monitor shall be selected to conduct monitoring for a particular Participating Company by the Company desiring to engage its services.

4.
An accredited independent external monitor shall not accept a fee or other compensation for monitoring that is in any way contingent upon the outcome of its monitoring or the content of its monitoring report.

2.
Qualifying Characteristics of External Monitors

In order to qualify as an accredited independent external monitor of the Association, a prospective external monitor shall:

1. Agree to conduct its monitoring consistent with the Monitoring Principles;
1.

2.
Agree to conduct its monitoring utilizing the audit instrument to be established by the Association setting forth baseline monitoring practices for accredited independent external monitors;

3.
Demonstrate knowledge of and familiarity with the relevant standards to be applied in the conduct of monitoring, e.g., the Workplace Code, labor law and practice in the country where monitoring shall take place, and knowledge of applicable international labor standards;

4.
Demonstrate its capacity to conduct monitoring competently, with particular knowledge of prevailing practices and issues in the country(ies) where accreditation for monitoring is being sought, including:

1. Ability to communicate effectively in the language(s) of employees in the workplaces to be monitored;
1.

2.
Ability to assess the accuracy of quantifiable information, e.g., accounting skills;

3.
Ability to assess health and safety practices;

4.
Knowledge of prevailing discrimination issues;

5.
Knowledge of prevailing labor relations issues;

6.
Knowledge of the local production system in the industry/country, to assist in detecting unacknowledged outsourcing or homework;

7.
Knowledge of laws and regulations relating to residency and immigration, to permit monitoring of compliance with forced or coerced labor standards; and

5.
Demonstrate its capability to interview and communicate with employees in ways that maintain the confidentiality of information and confidence of those interviewed.

In seeking accreditation, a prospective independent external monitor shall submit to the Association a monitoring plan demonstrating satisfaction of the foregoing criteria. A prospective independent external monitor may seek accreditation to conduct monitoring in defined geographic areas. A prospective independent external monitor also may seek accreditation to perform some, but not all, monitoring functions.

Each accredited independent external monitor must notify the Association of any material change that may affect any of the independence criteria or qualifications of external monitors listed above.
3.
Accountability of External Monitors

An accredited independent external monitor shall be accountable to the Association for professional misconduct or gross negligence in the conduct of its monitoring or the preparation or content of its monitoring reports. In the event that the Association determines that an accredited independent external monitor has committed such misconduct or negligence, the Board shall have the authority to remove the accreditation of such external monitor. An independent external monitor shall have the obligation to report to the Association any breach of any mechanism established by such independent external monitor to protect the independence of its monitoring and any steps taken by such independent external monitor to remedy such breach. Independent external monitors shall be accredited for a two-year period, which accreditation can be renewed for successive two-year periods thereafter provided that the external monitor continues to be independent and otherwise qualifies under the criteria set forth above.
4.
Nondisclosure by External Monitors

Each Participating Company shall have the right to enter into a confidentiality or nondisclosure agreement with its accredited independent external monitors with respect to nondisclosure to any party other than the Company of information deemed by such Company to be proprietary or confidential; provided, however, that any such confidentiality or nondisclosure agreement shall expressly permit the independent external monitors to disclose (i) to the Association, all information concerning the Participating Company, its Applicable Brands and its Facilities as expressly required to be disclosed in this Charter and (ii) to the Executive Director of the Association, all other information which the Executive Director reasonably may require in order to carry out the purposes of the Association.
6.
THE MONITORING PROCESS

7.
Monitoring Plan

Each Participating Company shall submit to the Association for review and approval a Monitoring Plan that describes with specificity the Participating Companys proposed internal and independent external monitoring programs. The Monitoring Plan must describe the strategy and process by which the Participating Company shall implement its monitoring programs in accordance with the Monitoring Principles and whether the Company determines to opt for an Initial Implementation Period of two or three years(2). The Company shall identify in its Monitoring Plan those Facilities which the Company considers to be De Minimis Facilities, citing the reason for such designation.

The Monitoring Plan of each Participating Company also shall describe which Brands of the Company shall be deemed to be Applicable Brands for which the Company shall seek certification that such Brands are produced in Compliance with the Fair Labor Association Standards. During the Initial Implementation Period, the Participating Company shall, at a minimum, designate the following as Applicable Brands:

1.
The Brand that accounts for the greatest percentage of the Companys annual consolidated revenues;

2.
Any individual Brand that accounts for more than 30% of the Companys annual consolidated revenues(3); and

3.
Any Brand which bears the Company name;

provided, however, that: (i) it shall be within the discretion of such Participating Company to designate as Applicable Brands those Brands under which it produces products under license for Third Parties; (ii) it shall be within the discretion of such Participating Company to exclude particular product lines of an Applicable Brand if such product lines are produced by Third Parties under license from the Company, but in no event may a Participating Company exclude under this provision apparel or footwear product lines which, in the aggregate, comprise more than 30% of such Participating Companys annual revenue derived from such Applicable Brand; and (iii) where a Brand is used across various product lines, the Company shall seek certification for the Brand as used for its apparel and/or footwear product lines and, within its discretion, for other product lines(4). Following the Initial Implementation Period, the Participating Company shall commit to progressively seek certification for its other apparel and footwear Brands and product lines, with a view toward achieving full participation among all of its Brands and product lines.

Among the information to be provided in each Participating Companys Monitoring Plan shall be: training materials for internal monitors; description of the employees responsible for the conduct of internal monitoring; data on the number and frequency of on-site inspections of Applicable Facilities; and evaluation and reporting forms for internal monitoring. As part of its application, the Participating Company shall provide a list identifying the number of Facilities in each country and, where appropriate, regions of such country. Within ten business days after the acceptance by the Association of the Companys Monitoring Plan, the Company shall provide to the Executive Director of the Association a complete list of its Facilities, disclosing the name, address and owner of each such Facility. The identity of such Facilities shall be maintained in strict confidence by the Executive Director, and such list of Facilities, with the identity of specific Facilities set forth in code, shall be disclosed only to those key staff members of the Association whose duties reasonably require them to have access to such information and shall be maintained in strict confidence by such staff members, subject to appropriate confidentiality agreements between the Association and its staff members.

A Participating Company shall be required to keep its Monitoring Plan up to date, by notifying the Association of any material changes to its Monitoring Plan. A Participating Company shall report to the Association annually on its ongoing activities to implement its Monitoring Plan with respect to additional Brands. In addition, should a Participating Company at any time acquire any additional Brands, then the Company shall provide the Association with a plan for participation of such Brands in the monitoring process.

#
Internal Monitoring Program

Each Participating Company shall implement an internal Company monitoring program(5) consistent with the Monitoring Principles covering at least one-half of all Applicable Facilities during the first year of the Initial Implementation Period, and covering all of its Facilities during the second year of the Initial Implementation Period. As part of its internal monitoring, the Participating Company shall conduct periodic inspections of an appropriate sampling of Applicable Facilities as described in its Monitoring Plan. Following the first two years of the Initial Implementation Period, a Participating Company shall continue to fully implement the Monitoring Principles in all Facilities and shall continue to conduct internal inspections of its Applicable Facilities consistent with the Monitoring Principles.

Within 60 days of its completion of any internal inspection report of an Applicable Facility, a Participating Company shall provide to the Association a standardized report on each such inspected Applicable Facility, which report shall include: (a) a description of the manner in which the inspection was conducted by the Companys internal monitors at such Applicable Facility; (b) a description of the status of the Companys implementation of its internal monitoring program at such Applicable Facility; (c) a description of any significant and/or persistent patterns of noncompliance, or instances of serious noncompliance, with the Workplace Code or Monitoring Principles found at the Applicable Facility by the internal monitor, (d) a description of the remedial steps taken by the Company at such Applicable Facility in response to instances of noncompliance with the Workplace Code or Monitoring Principles found by the internal monitor; and (e) a description of remedial actions taken by the Company to prevent the recurrence of such noncompliance at the Applicable Facility.
#
External Monitoring

A Participating Company shall have fully implemented, as of the end of the Initial Implementation Period, an independent external monitoring program consistent with the Monitoring Principles, using independent external monitors accredited by the Association and covering all Applicable Facilities. As part of this program, accredited independent external monitors shall conduct periodic inspections of at least 30% of the Participating Companys Applicable Facilities during the Initial Implementation Period. Credit shall be given to a Participating Company if one of its Applicable Facilities is already subject to independent external monitoring conducted on behalf of another Participating Company using the same Facility, provided that the independent external monitor for such Facility is independent (as determined by Section V. A. above) of the Company receiving such credit. As in the case of internal Company monitoring, De Minimis Facilities need not be included for inspection in a Participating Companys independent external monitoring program.

In the list of Facilities that the Participating Company shall provide to the Association as part of its Monitoring Plan, the Company shall suggest specific Applicable Facilities that should be given priority for inspections conducted by accredited independent external monitors, taking into account the risk factors set forth below. Such list shall be representative across the Participating Companys Applicable Brands, and shall be modified by the Company as necessary to reflect any material changes in the Monitoring Plan or in the Companys business. The Executive Director of the Association shall have the authority to modify the inspection list proposed by the Company based upon the risk factors set forth below; however, to the extent the list proposed by the Company appropriately reflects the risk factors set forth below, there shall be a general presumption in favor of the Participating Companys suggested list of Applicable Facilities. During the Initial Implementation Period, the Executive Director shall not substitute any Applicable Facility for one recommended by the Company unless the Company has implemented its internal monitoring program at such substitute Applicable Facility. Any such decision by the Executive Director shall be made in consultation with the Participating Company.

Risk factors to be considered in making such determinations include:

* Any record at a particular Applicable Facility of unremediated, substantiated violations of the workplace standards set forth in the Workplace Code or of credible complaints with respect to such violations;

*

*
The risk of noncompliance presented in the country (or, where appropriate, region of such country) in which the Applicable Facility is located; and

*
Size of the Applicable Facility, in terms of the number of employees, volume of production, and percentage of the Participating Companys production sourced at such Applicable Facility.

Following the Initial Implementation Period, independent external monitors accredited by the Association shall continue independent external monitoring annually of the Applicable Facilities of each Participating Company. Each Participating Company shall agree to inspections by accredited independent external monitors on an annual basis of 10% of Applicable Facilities(6); provided, however, that, the Association may adjust this percentage upward or downward on a sliding scale to a maximum of 15% and a minimum of 5% annually based upon its evaluation of the factors set forth below for the determination of Compliance with the Fair Labor Association Standards.

The Association shall gather information and consult with experts in sampling techniques during the first three years of the Associations existence in order to determine whether the level of independent external monitoring to be undertaken by a Participating Company after the Initial Implementation Period is sufficient for the purposes of the Associations ability to certify Compliance with the Fair Labor Association Standards. The Board of Directors shall consider such information and may modify such percentage of independent external monitoring by a Supermajority Vote of the Board.
#
Costs of Inspections by External Monitors

Each Participating Company that completes its Initial Implementation Period during the first five years of the Associations existence shall be reimbursed by the Association for a portion of the Companys total direct cost of required inspections of Applicable Facilities by accredited independent external monitors in the Initial Implementation Period as specified below, provided that the Participating Company provides the Association with all appropriate documentation of the services rendered by the accredited independent external monitors and the costs incurred by the Company. Thereafter, each Participating Company shall bear the full costs of Applicable Facility inspections by accredited independent external monitors.

For each such eligible Participating Company, the Association shall reimburse such Participating Company for a portion of its total direct cost of required inspections of Applicable Facilities by accredited independent external monitors during a Participating Companys Initial Implementation Period as follows:

Year 1 of the Initial Implementation Period: 50%
Year 2 of the Initial Implementation Period: 45%
Year 3 of the Initial Implementation Period: 30%
(if applicable)

Except for the partial funding to be provided by the Association for inspections by accredited independent external monitors in the Initial Implementation Period, each Participating Company shall otherwise bear all costs relating to the implementation of its internal and independent external monitoring programs, including the costs of any follow-up inspections of Applicable Facilities in connection with the remediation of any instances of noncompliance with the Workplace Code or Monitoring Principles found at such Applicable Facilities.
#
Reporting Requirements

Each accredited independent external monitor conducting external monitoring inspections for a Participating Company shall provide to such Participating Company an initial standardized report on each Applicable Facility inspected by such independent external monitor. Within 60 days of the submission of each such report to the Participating Company, the accredited independent external monitor shall provide to the Executive Director of the Association a standardized report on each such inspected Applicable Facility, which report shall contain the initial standardized report provided to the Participating Company and shall include: (a) a description of the external monitoring conducted by such accredited external monitor at such Applicable Facility; (b) a description of the Companys internal monitoring program at such Applicable Facility; (c) a description of any significant and/or persistent patterns of noncompliance, or instances of serious noncompliance, with the Workplace Code or Monitoring Principles found at the Applicable Facility by the accredited independent external monitor, (d) a description of the remedial steps taken by the Company at such Applicable Facility in response to instances of noncompliance with the Workplace Code or Monitoring Principles found by the accredited independent external monitor; and (e) a description of remedial actions taken by the Company to prevent the recurrence of such noncompliance at the Applicable Facility.

In addition to the standardized reports on internally and externally inspected Applicable Facilities provided to the Association by the Company and the accredited independent external monitors, each Participating Company shall provide to the Association every twelve months a standardized report describing the activities of such Participating Company to fully implement the Workplace Code and Monitoring Principles. The report shall summarize the activities and findings of the Participating Companys internal monitoring program and the activities and findings of its accredited independent external monitors. The report shall describe the steps taken by the Participating Company to prevent the noncompliance found by either external or internal monitors in the Companys Applicable Facilities from recurring in other Applicable Facilities where such type of noncompliance may occur. The report also shall include the information described in subparts (iv) through (x) below and shall describe the remedial actions taken by the Company in response to any significant and/or persistent patterns of noncompliance, or instances of serious noncompliance, with the Workplace Code or Monitoring Principles found by either internal or accredited independent external monitors at Applicable Facilities.

The staff of the Association shall use the Participating Companys report, and the reports on inspected Applicable Facilities prepared by the Companys accredited independent external monitors, to prepare a standardized Association Public Report evaluating Compliance with the Fair Labor Association Standards in the production of the Companys Applicable Brands, which report shall contain:

1.
A finding as to whether the Company has effectively implemented internal and independent external monitoring programs consistent with the Monitoring Principles;

2.
A finding as to whether the Company has timely remediated instances of noncompliance with the Workplace Code or Monitoring Principles found by internal or accredited independent external monitors;

3.
A description of the Companys Applicable Brands, and the annual consolidated revenues or percentage of apparel and footwear sales of the Company attributable to each such Applicable Brand(7);

4.
A list of the countries and, where appropriate, regions of such countries, in which the Companys Applicable Brands are produced, manufactured or supplied;

5.
A summary of the Companys internal monitoring process, including the level of training of internal monitors, materials provided to internal monitors and the administration of the internal monitoring process;

6.
The identity of the accredited independent external monitors used by the Company and the countries and, where appropriate, regions of such countries in which such independent external monitors conducted inspections of Applicable Facilities;

7.
The number of Applicable Facilities subject to inspection by accredited independent external monitors during the period and a list of the countries and, where appropriate, regions of such countries where such inspections occurred;

8.
A summary of specific aspects of the Participating Companys internal or independent external monitoring programs that are particularly innovative or exemplary;

9.
A summary and assessment of any significant and/or persistent patterns of noncompliance, and instances of serious noncompliance, with the Workplace Code or Monitoring Principles found in the production of any Applicable Brands, identifying, where appropriate, specific countries and evaluating such information in the context of the human rights situation in the particular country (based on information contained in reports on country practices from governmental and intergovernmental organizations); and

10.
A summary and assessment of the remediation steps taken or initiated by the Company to prevent the recurrence of any significant and/or persistent patterns of noncompliance, or instances of serious noncompliance, with the Workplace Code or Monitoring Principles, found in the production of any Applicable Brands.

The content and public release of such Association Public Report shall be subject to the approval of the Board of Directors of the Association. The Association Public Report shall be released to the Participating Company five business days prior to its public release. The report shall exclude information determined by the Association, in consultation with the Participating Company, to be of a proprietary or confidential nature.

All reports and other confidential or proprietary information provided to the Association by Participating Companies and accredited independent external monitors (other than reports intended for public dissemination) shall be disclosed only to those staff members of the Association whose duties reasonably require them to have access to such information and shall be maintained in strict confidence by such staff members. Employees of the Association shall be required to execute confidentiality and nondisclosure agreements with respect to such information.
#
Determinations of Compliance

At the end of the Initial Implementation Period, and annually thereafter, the Executive Director of the Association shall advise the Board of Directors whether the production of the Applicable Brands of a Participating Company should be certified to be in Compliance with the Fair Labor Association Standards and shall recommend the level of accredited independent external monitoring to be undertaken by the Company in the following year. In making such determinations, the Executive Director and the Board of Directors shall evaluate the following factors:

*
Effective implementation by the Participating Company of internal and independent external monitoring programs consistent with the Monitoring Principles;

*
Timely remediation by the Participating Company of instances of noncompliance with the Workplace Code or Monitoring Principles found by internal or accredited independent external monitors; and

*
In situations where monitors have found a significant and/or persistent pattern of noncompliance, or instances of serious noncompliance, with the Workplace Code or Monitoring Principles, the taking of adequate steps by the Participating Company to prevent recurrence in other Applicable Facilities where such type of noncompliance may occur.

#
Special Review

If a Participating Company fails to meet or maintain the participation criteria set forth in Section II above, or if the Company fails to achieve or maintain Compliance with the Fair Labor Association Standards with respect to its Applicable Brands, the Companys status may be placed on a 90-day period of special review by the Board of Directors. During a Companys special review period, neither such Participating Company nor the Association shall identify the Company as being in Compliance with the Fair Labor Association Standards. Upon the expiration of the 90-day special review period, the Board may extend such special review period for such time as the Board reasonably believes the Company needs to effectively address the issues which required such special review period or otherwise to achieve Compliance with the Fair Labor Association Standards with respect to its Applicable Brands. During such extended special review period, the Company shall have the status of a Participating Company.
#
Termination of Participation

Following any period of special review, whether or not such period has been extended by the Board, the Board of Directors may terminate the participation of a Participating Company in the Associations monitoring process if the Company has not effectively addressed the issues which required such special review period and the Board determines that the Participating Company is still not in Compliance with the Fair Labor Association Standards with respect to its Applicable Brands. The fact that a Companys participation has been terminated shall be made public by the Association.

* DEPARTMENT OF LABOR WAGE STUDY

*

The Association shall request that the Department of Labor undertake, and complete within six months, a study of the relationship between wages and basic needs of employees in the apparel and footwear industry around the world and in the United States. The outline for the study shall be as follows:

1.
To the extent publicly available, minimum and prevailing wages from relevant countries shall be compiled. The compilation shall rely on data from the International Labor Organization, World Bank and other existing resources;

2.
To the extent publicly available, this study shall compile data on the market basket of goods used to establish the poverty level in apparel and footwear producing countries. Data from the International Labor Organization, World Bank and other existing sources shall be used to see in which countries the minimum wage and prevailing wage, including mandated non-wage benefits such as an earned income tax credit, reaches or exceeds the established poverty level;

3.
Using the publicly available data, the study shall compare minimum and prevailing wages with employees basic needs, as reflected by the poverty level, for relevant apparel and footwear producing countries;

4.
To the extent publicly available, the study shall compile existing research on methodologies designed to measure the level of purchasing power of wages and benefits needed to meet basic needs of employees in apparel and footwear producing countries.

In its effort to continue to address questions critical to the elimination of sweatshop practices, the Association shall review this and any other pertinent and necessary data and consider their implications, if any, for the Workplace Code.

* SPECIAL COUNTRY GUIDELINES

*

Implementation of some of the standards contained in the Workplace Code may be problematic in certain countries where the rights embodied in the standards are not fully recognized or enforced either through law or practice. Despite these difficulties, one of the principal goals of the Association is to promote and encourage positive change in these countries so these standards become fully recognized, respected and enforced. When deemed necessary and appropriate by the Board, the Association shall provide Participating Companies with appropriate country guidelines to address such special problems. The Association staff also shall provide to Participating Companies periodic reports on country practices from sources such as the International Labor Organization and the annual U.S. State Department human rights country reports.

With regard to the standard on freedom of association and collective bargaining contained in the Workplace Code, the Association expects all Participating Companies to address this issue by taking steps to ensure that employees have the ability to exercise these rights without fear of discrimination or punishment. Such steps include contracting with factory owners that understand and recognize these rights and who shall not affirmatively seek the assistance of state authorities to prevent workers from exercising these rights. The resort to violence by either employers or employees shall be considered inconsistent with the right to freedom of association and collective bargaining, as provided by ILO Conventions 87 and 98.

* THIRD PARTY COMPLAINT PROCEDURE

*

The Association shall establish and implement a process to allow Third Parties to report any significant and/or persistent pattern of noncompliance, or individual incident of serious noncompliance, with the Workplace Code or Monitoring Principles with respect to any Facility of a Participating Company.
1. Standard for Complaint
1.

To initiate a Complaint of Alleged Noncompliance with respect to a Participating Company, a Third Party must provide information detailing with specificity the Alleged Noncompliance and shall include any evidence or other supporting information. The Complaint must contain reliable, specific and verifiable evidence or information that the Alleged Noncompliance has occurred. In assessing the reliability of any Complaint, the Association shall consider the reliability of any past Complaints made by the Third Party. In the event that such a Complaint is submitted to the Association, the Association shall inform the Company of the contents of such Complaint. The Association shall inform any Third Party which files a Complaint that it may elect to have its identity kept confidential, and the Association shall honor such request.
2.
Meeting the Standard

If the Executive Director believes that a Complaint of Alleged Noncompliance does not meet the foregoing standard, the Complaint shall be returned to the Third Party which submitted the Complaint, with an explanation that the Complaint does not contain sufficiently reliable, specific and verifiable evidence or information about the Alleged Noncompliance. If the Executive Director believes the evidence and other supporting information provided in a Complaint contains reliable, specific and verifiable information about the Alleged Noncompliance, the Executive Director shall review available internal and external monitoring reports relating to the Facility or Facilities in question to determine whether the Alleged Noncompliance is addressed therein and already has been remediated by the Participating Company.
3.
Remediating the Alleged Noncompliance

If the Executive Director determines that the Alleged Noncompliance was addressed in the monitoring reports and remediated by the Participating Company, the Complaint shall be returned to the Third Party which submitted the Complaint, with an explanation that the Alleged Noncompliance already has been adequately remediated by the Participating Company.

If the Executive Director determines that the Alleged Noncompliance has not been addressed in the monitoring reports or remediated by the Participating Company, and decides to proceed, the Complaint, with any supporting evidence, shall be forwarded to the Participating Company for review. The Participating Company and its accredited independent external monitor shall report to the Executive Director within 45 days as to whether the Alleged Noncompliance occurred. If the Alleged Noncompliance did occur, the Participating Company and its accredited independent external monitor must report how the Company has remediated such noncompliance, and whether the Company has developed an effective means of preventing and remediating such noncompliance in the future.

If the Executive Director is satisfied that the Participating Company has adequately remediated the Alleged Noncompliance, the Complaint shall be returned to the Third Party which submitted the Complaint, with an explanation that the Alleged Noncompliance raised in the Complaint was adequately remediated by the Company.
4.
Additional Monitoring

If the Executive Director is not satisfied with the Company response, the Executive Director and the Participating Company may ask a mutually agreed upon accredited independent external monitor to investigate the Alleged Noncompliance. If the Alleged Noncompliance is verified by such accredited independent external monitor, the Participating Company shall remediate the noncompliance, and such remediation must be verified by the monitor. The monitor shall write a report of its findings to the Executive Director.

If the Executive Director invokes this procedure and requires additional independent external monitoring, then, at the option of the Executive Director: (i) the Participating Company shall receive credit for such additional external monitoring against the overall level of external monitoring that a Participating Company is required to undertake during the period in which the additional external monitoring occurs; or (ii) the Association shall reimburse the Participating Company for such additional external monitoring.

After remediation of the noncompliance has occurred, the Complaint shall be returned to the Third Party which submitted the Complaint, with an explanation that the Alleged Noncompliance has been adequately remediated by the Participating Company.

* ASSOCIATION RESOURCES

*

The members of the AIP recognize that the Association must secure a multi-year financial commitment that allows it to carry out its responsibilities as set forth in this Charter. While the long-term economic viability of the Association shall depend on funding from Participating Companies based on assessments scaled according to each Companys annual consolidated revenues, the Association also shall seek assistance from the government, foundations and other non-profit sources.

WORKPLACE CODE OF CONDUCT

The Apparel Industry Partnership has addressed issues related to the eradication of sweatshops in the United States and abroad. On the basis of this examination, the Partnership has formulated the following set of standards defining decent and humane working conditions. The Partnership believes that consumers can have confidence that products that are manufactured in compliance with these standards are not produced under exploitative or inhumane conditions.

Forced Labor. There shall not be any use of forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise.

Child Labor. No person shall be employed at an age younger than 15 (or 14 where the law of the country of manufacture( allows) or younger than the age for completing compulsory education in the country of manufacture where such age is higher than 15.

Harassment or Abuse. Every employee shall be treated with respect and dignity. No employee shall be subject to any physical, ***ual, psychological or verbal harassment or abuse.

Nondiscrimination. No person shall be subject to any discrimination in employment, including hiring, salary, benefits, advancement, discipline, termination or retirement, on the basis of gender, race, religion, age, disability, ***ual orientation, nationality, political opinion, or social or ethnic origin.

Health and Safety. Employers shall provide a safe and healthy working environment to prevent accidents and injury to health arising out of, linked with, or occurring in the course of work or as a result of the operation of employer facilities.

Freedom of Association and Collective Bargaining. Employers shall recognize and respect the right of employees to freedom of association and collective bargaining.

Wages and Benefits. Employers recognize that wages are essential to meeting employees basic needs. Employers shall pay employees, as a floor, at least the minimum wage required by local law or the prevailing industry wage, whichever is higher, and shall provide legally mandated benefits.

Hours of Work. Except in extraordinary business circumstances, employees shall (i) not be required to work more than the lesser of (a) 48 hours per week and 12 hours overtime or (b) the limits on regular and overtime hours allowed by the law of the country of manufacture or, where the laws of such country do not limit the hours of work, the regular work week in such country plus 12 hours overtime and (ii) be entitled to at least one day off in every seven day period.

Overtime Compensation. In addition to their compensation for regular hours of work, employees shall be compensated for overtime hours at such premium rate as is legally required in the country of manufacture or, in those countries where such laws do not exist, at a rate at least equal to their regular hourly compensation rate.

* * *

Any Company that determines to adopt the Workplace Code of Conduct shall, in addition to complying with all applicable laws of the country of manufacture, comply with and support the Workplace Code of Conduct in accordance with the attached Principles of Monitoring and shall apply the higher standard in cases of differences or conflicts. Any Company that determines to adopt the Workplace Code of Conduct also shall require its licensees and contractors and, in the case of a retailer, its suppliers to comply with applicable local laws and with this Code in accordance with the attached Principles of Monitoring and to apply the higher standard in cases of differences or conflicts.

PRINCIPLES OF MONITORING

1. Obligations of Companies(9)

1.

1. Establish Clear Standards
1.

Establish and articulate clear, written workplace standards(10)

Formally convey those standards to Company factories as well as to licensees, contractors and suppliers

Receive written certifications, on a regular basis, from Company factories as well as contractors and suppliers that standards are being met, and that employees have been informed about the standards

Obtain written agreement of Company factories and contractors and suppliers to submit to periodic inspections and audits, including by accredited external monitors, for compliance with the workplace standards

2.
Create An Informed Workplace

Ensure that all Company factories as well as contractors and suppliers inform their employees about the workplace standards orally and through the posting of standards in a prominent place (in the local languages spoken by employees and managers) and undertake other efforts to educate employees about the standards on a regular basis

3.
Develop An Information Database

Develop a questionnaire to verify and quantify compliance with the workplace standards

Require Company factories and contractors and suppliers to complete and submit the questionnaire to the Company on a regular basis

4.
Establish Program to Train Company Monitors

Provide training on a regular basis to Company monitors about the workplace standards and applicable local and international law, as well as about effective monitoring practices, so as to enable Company monitors to be able to assess compliance with the standards

5.
Conduct Periodic Visits and Audits

Have trained Company monitors conduct periodic announced and unannounced visits to an appropriate sampling of Company factories and facilities of contractors and suppliers to assess compliance with the workplace standards

Have Company monitors conduct periodic audits of production records and practices and of wage, hour, payroll and other employee records and practices of Company factories and contractors and suppliers

6.
Provide Employees With Opportunity to Report Noncompliance

Develop a secure communications channel, in a manner appropriate to the culture and situation, to enable Company employees and employees of contractors and suppliers to report to the Company on noncompliance with the workplace standards, with security that they shall not be punished or prejudiced for doing so

7.
Establish Relationships with Labor, Human Rights, Religious or Other Local Institutions

Consult regularly with human rights, labor, religious or other leading local institutions that are likely to have the trust of workers and knowledge of local conditions and utilize, where companies deem necessary, such local institutions to facilitate communication with Company employees and employees of contractors and suppliers in the reporting of noncompliance with the workplace standards

Consult periodically with legally constituted unions representing employees at the worksite regarding the monitoring process and utilize, where companies deem appropriate, the input of such unions

Assure that implementation of monitoring is consistent with applicable collective bargaining agreements

8.
Establish Means of Remediation

Work with Company factories and contractors and suppliers to correct instances of noncompliance with the workplace standards promptly as they are discovered and to take steps to ensure that such instances do not recur

Condition future business with contractors and suppliers upon compliance with the standards
2.
Obligations of Accredited External Monitors

1.
Establish Clear Evaluation Guidelines and Criteria

Establish clear, written criteria and guidelines for evaluation of Company compliance with the workplace standards

2.
Review Company Information Database

Conduct independent review of written data obtained by Company to verify and quantify compliance with the workplace standards

3.
Verify Creation of Informed Workplace

Verify that Company employees and employees of contractors and suppliers have been informed about the workplace standards orally, through the posting of standards in a prominent place (in the local languages spoken by employees and managers) and through other educational efforts

4.
Verify Establishment of Communications Channel

Verify that the Company has established a secure communications channel to enable Company employees and employees of contractors and suppliers to report to the Company on noncompliance with the workplace standards, with security that they shall not be punished or prejudiced for doing so

5.
Be Given Independent Access to, and Conduct Independent Audit of, Employee Records

Be given independent access to all production records and practices and wage, hour, payroll and other employee records and practices of Company factories and contractors and suppliers

Conduct independent audit, on a confidential basis, of an appropriate sampling of production records and practices and wage, hour, payroll and other employee records and practices of Company factories and contractors and suppliers

6.
Conduct Periodic Visits and Audits

Conduct periodic announced and unannounced visits, on a confidential basis, of an appropriate sampling of Company factories and facilities of contractors and suppliers to survey compliance with the workplace standards

7.
Establish Relationships with Labor, Human Rights, Religious or Other Local Institutions

In those instances where accredited external monitors themselves are not leading local human rights, labor rights, religious or other similar institutions, consult regularly with human rights, labor, religious or other leading local institutions that are likely to have the trust of workers and knowledge of local conditions

Assure that implementation of monitoring is consistent with applicable collective bargaining agreements and performed in consultation with legally constituted unions representing employees at the worksite

8.
Conduct Confidential Employee Interviews

Conduct periodic confidential interviews, in a manner appropriate to the culture and situation, with a random sampling of Company employees and employees of contractors and suppliers (in their local languages) to determine employee perspective on compliance with the workplace standards

Utilize human rights, labor, religious or other leading local institutions to facilitate communication with Company employees and employees of contractors and suppliers, both in the conduct of employee interviews and in the reporting of noncompliance

9.
Implement Remediation

Work, where appropriate, with Company factories and contractors and suppliers to correct instances of noncompliance with the workplace standards

10.
Complete Evaluation Report

Complete report evaluating Company compliance with the workplace
FOOTNOTES

1 The initial Board Members shall agree as to which initial Members shall serve a one-year, two-year or three-year term to begin staggering the terms.

2 Note that the Initial Implementation Period would commence for each Participating Company at the time that the Companys application to the Association to participate in the Associations monitoring process is accepted. (This would be following the formation of the Association and the initial accreditation of accredited independent external monitors.)

3 In the event that no single Brand of a Participating Company accounts for 30% or more of the Companys annual consolidated revenues, then the Company and the Association shall reach an agreement as to which Brands of the Company constitute significant Brands which shall be included as Applicable Brands.

4 In the event that such designated product lines account for less than 30% of the Companys annual consolidated revenues derived from such Brand, then the Company and the Association shall reach an agreement as to which product lines within such Applicable Brand constitute significant product lines to be included in the monitoring process.

5 Note that, consistent with the Monitoring Principles, if a Participating Company does not have the resources to implement an internal monitoring program using its own employees, such Company may delegate the implementation of such internal monitoring program to accredited independent external monitors.

6 This percentage would not include follow-up inspections of any Applicable Facilities in connection with the remediation of any instances of noncompliance with the Workplace Code or Monitoring Principles found at such Applicable Facilities, but the Association may give credit, if appropriate, for a full re-inspection of an Applicable Facility.

7 To the extent such information is confidential or proprietary for private Companies, the Association will not disclose such information to the public, and will work with such Companies to substitute other meaningful information in the public report which is not confidential or proprietary.

8 All references to local law throughout this Code shall include regulations implemented in accordance with applicable local law.

9 It is recognized that implementation by companies of internal monitoring programs might vary depending upon the extent of their resources but that any internal monitoring program adopted by a Company would be consistent with these Principles of Monitoring. If companies do not have the resources to implement some of these Principles as part of an internal monitoring program, they may delegate the implementation of such Principles to their accredited external monitors.

10 Adoption of the Workplace Code of Conduct would satisfy the requirement to establish and articulate clear written standards. Accordingly, all references to the "workplace standards" and the "standards" throughout this document could be replaced with a reference to the Workplace Code of Conduct.