williams-sonoma, inc. - code of business conduct and ethics

WILLIAMS-SONOMA, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

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Williams-Sonoma, Inc. 
Code of Business Conduct and Ethics 
TABLE OF CONTENTS 
Page 
Introduction ........................................................................................................................................... 1 
Williams-Sonoma, Inc.’s Commitment to Ethical Business Conduct .................................................. 1 
Equal Employment Opportunities......................................................................................................... 2 
No Discrimination, Harassment or Retaliation ..................................................................................... 2 
How to Report Concerns or Violations ................................................................................................. 3 
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Report Hotline ............................................................................................................... 3 
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Reporting Accounting and Securities Laws Concerns .................................................. 4 
Complying with Legal and Ethical Standards ...................................................................................... 4 
●
 
Protecting Company Information and Assets ............................................................... 4 
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Compliance with Laws ................................................................................................. 5 
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Conducting Business Globally ...................................................................................... 5 
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Dealing with Governments ........................................................................................... 5 
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Our Responsibilities to Our Customers ........................................................................ 5 
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Our Responsibilities to Our Vendors ............................................................................ 6 
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Our Responsibilities to Each Other ............................................................................... 6 
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Fair Dealing with Our Competitors .............................................................................. 6 
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Other Company Policies ............................................................................................... 6 
Conflicts of Interest............................................................................................................................... 7 
Conflicts of Interest Situations Commonly Faced By Associates ........................................................ 7 
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Ownership Interests ...................................................................................................... 7 
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Outside Employment or Business Activities ................................................................ 7 
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Gifts, Merchandise and Entertainment ......................................................................... 8 
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Business Transactions with WSI .................................................................................. 8 
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Loans ............................................................................................................................. 9 
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Doing Business with Family Members or Friends ........................................................ 9 
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Supervising Family Members ....................................................................................... 9 
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Family Members at Competitors................................................................................... 9 
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Fraternization ................................................................................................................ 9 
Corporate Opportunities ........................................................................................................................ 9 
Disclosure of Conflicts; Request for Exceptions ................................................................................ 10 
WSI’s Commitment to Social and Environmental Responsibility ..................................................... 10 
Public Communications and Filings ................................................................................................... 10 
Communicating Information About the Company ............................................................................. 10 

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Protecting Confidential Information ................................................................................................... 11

Non-Solicitation .................................................................................................................................. 12

Protecting Intellectual Property .......................................................................................................... 12

Miscellaneous ..................................................................................................................................... 13

Code of Business Conduct and Ethics Questionnaire ......................................................................... 13

Approvals and Waivers ....................................................................................................................... 13

Consequences of Failing to Adhere to this Code of Conduct ............................................................. 13

Code of Business Conduct and Ethics

INTRODUCTION

The Williams-Sonoma, Inc. Code of Business Conduct and 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. We also all have a responsibility to voice any questions or concerns.

Additionally, we expect our leaders to model this standard in their decision-making and provide

ethical guidance to their teams. The Code of Conduct provides guidelines for proper behavior in the

workplace and identifies whom you should contact if you have specific questions or concerns.

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. WSI is a global company and this is likewise a global Code of Conduct. We

understand that local laws may be different and/or more expansive than the guidelines set forth in the

Code of Conduct. We respect and are committed to complying with the local laws of all locations in

which we do business. If compliance with this Code of Conduct should ever conflict with the law,

you must comply with the law. In addition, nothing in this Code of Conduct is intended or should be

construed to limit or impede rights protected by Section 7 of the National Labor Relations Act

(NLRA).

Global associates should review the Appendix to this Code of Conduct for any country-specific

guidelines or provisions that may apply. If you have questions about this Code of Conduct or

applicable local laws, please contact your supervisor, your Human Resources representative or the

Legal Department.

References in the Code of Conduct to we, us, our, Williams-Sonoma, WSI or the Company are

generally intended to mean Williams-Sonoma, Inc. and all its affiliates, divisions, brands and

subsidiaries, including its global subsidiaries, stores and offices. This Code of Conduct is effective

as of December 10, 2020 and supersedes any previous version of the Code of Conduct issued or

written by WSI prior to this date.

If you have any questions about the meaning of the Code of Conduct, or how it applies to you,

please feel free to call the Legal Department at (415) 616-8388. Please read this Code of

Conduct carefully and sign the Acknowledgement of Receipt and Compliance (Attachment B)

OR complete the compliance course on WSI’s Learning Management System.

WILLIAMS-SONOMA, INC.’S COMMITMENT TO ETHICAL BUSINESS CONDUCT

Williams-Sonoma, Inc. is committed to maintaining the highest level of integrity and honesty

throughout its business. For this reason, every associate has a responsibility to act with the highest

ethical standards, to treat other associates, vendors, customers, stockholders, governments and the

communities in which we do business with honesty, respect and civility, and to pursue business

activities that will withstand ethical scrutiny, maintain and enhance our reputation, and not violate

the law. In addition, each associate has a duty of loyalty to WSI. This means that each of us must

carry out our responsibilities on the basis of the best interests of the Company, independent of our

personal considerations or relationships. This Code of Conduct sets forth rules to enable associates

to avoid any personal interests or activities that might create or appear to create a conflict with the

LAST EDITED 12/10/2020

Code of Business Conduct and Ethics

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duty of loyalty to WSI, or might otherwise reflect unfavorably on WSI’s reputation or compliance

with law.

This Code of Conduct also serves as an agreement between you and the Company. As you are

aware, the business of the Company is highly competitive. Much of our success is the result of the

creativity, innovation and hard work of our many associates. Because the Company’s future and

your own opportunities within the Company will be enhanced by the greatest protection of the

Company’s intellectual property rights, including trade secrets and other confidential or proprietary

information, we ask you to enter into this agreement, in exchange for your employment, and the

payment to you of salary, bonus, equity awards and other compensation.

EQUAL EMPLOYMENT OPPORTUNITIES

All associates and candidates for employment are provided equal employment opportunities.

Individuals are recruited, hired, assigned, promoted, compensated and trained on the basis of their

qualifications for the job, and without regard to race, color, religion, sex, gender, gender identity,

gender expression, age, national origin, ancestry, military or veteran status, sexual orientation,

mental or physical disability, genetic information, marital or familial status, or any other category

protected by federal, state or local law that does not affect one’s ability to perform the job.

Associates who feel they have been discriminated against in any way should immediately contact

Human Resources or our hotline (1-800-620-8610) in accordance with the complaint procedure

described below. Retaliatory action against any associate reporting discriminatory treatment or

participating in an investigation is not tolerated.

Our Equal Employment Policy incorporates the Company’s commitment to maintain an environment

free of discrimination in accordance with state and federal laws.

NO DISCRIMINATION, HARASSMENT OR RETALIATION

It is the policy of Williams-Sonoma, Inc. to provide an environment free of discrimination,

harassment, retaliation or undue imposition of any kind for associates, contractors, applicants,

customers, vendors and all other third parties with whom the Company conducts business.

Discrimination or harassment on the basis of any characteristic protected by law is strictly

prohibited. Harassment is any conduct that has the purpose or effect of creating an intimidating,

hostile, or offensive work environment, of unreasonably interfering with an individual’s work

performance, or otherwise adversely affects an individual’s employment opportunities. It includes,

without limitation, verbal harassment (epithets, derogatory statements or slurs), physical harassment

(assault or physical interference), and visual harassment (offensive or suggestive objects or posters,

cartoons or drawings).

Specifically, sexual harassment refers to unwelcome sexual advances, requests for sexual activities

and other verbal, visual or physical conduct of a sexual nature when:

• submission to such conduct is made, whether explicitly or implicitly, as a term or

condition of an individual’s employment;

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• submission to or rejection of such conduct by an individual is used as a basis for

employment decisions affecting an individual (such as promotions and benefits);

• such conduct has the purpose or effect of unreasonably interfering with an individual’s

work performance or creating an intimidating, hostile or offensive working environment.

Sexual harassment includes many forms of offensive behavior, including but not limited to:

• unwanted sexual advances;

• visual conduct, such as leering, making sexual gestures, or displaying sexually suggestive

objects, pictures, cartoons or posters;

• verbal conduct, such as making or using derogatory comments, epithets, slurs or sexually

explicit jokes about an associate’s body or dress;

• verbal sexual advances or propositions;

• verbal abuse of a sexual nature, graphic verbal commentary regarding an individual’s

body, sexually degrading words used to describe an individual, or suggestive or obscene

letters, notes or invitations;

• emailing or forwarding sexually explicit or suggestive jokes, pictures, messages or other

materials; and

• physical conduct, such as touching, assault, or impeding or blocking movements.

HOW TO REPORT CONCERNS OR VIOLATIONS

Part of your job and ethical responsibility is to help enforce this Code of Conduct. You should be

alert to possible violations and promptly report violations or suspected violations of this Code of

Conduct or other concerns regarding this Code of Conduct. To report a violation, you should:

• Contact your supervisor, manager or Human Resources representative.

• If you are not comfortable talking with one of those individuals, contact our General

Counsel, David King, at 415-616-8478 or [email protected].

• If you wish to remain anonymous, you may send a letter addressed to the General Counsel at

3250 Van Ness Avenue, San Francisco, CA 94109, or follow the instructions below to reach

the outside report hotline.

Report Hotline Associates who (i) are uncomfortable reporting their concerns or complaints to

their supervisor, manager, Human Resources representative or the General Counsel, (ii) have good

reason to believe that the General Counsel is involved in these matters, or (iii) would like to report

their complaints via phone or internet on an anonymous basis, may report their concerns to the

Company’s outside report hotline as follows:

• In the U.S. or Canada, call toll-free: 1-800-620-8610

• For toll-free access outside of the U.S. or Canada, there is a two-step process:

First, dial the applicable access code listed below:

Australia: 1-800-175-192

Turkey: 0811-299-0001

China: 400-120-0607

United Kingdom (C&W): 0-500-89-0011

Indonesia: 001-8030-174088

United Kingdom (U.K): 0-800-89-0011

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India: 000-117

Singapore (Sing Tel): 800-011-1111

Italy: 800-172-444

Singapore (StarHub): 800-001-0001

Portugal: 800-800-128

France (France Tel): 0-800-99-011

Vietnam: 1-201-0288

France (Tel Development): 0805-701-288

Following the prompt, dial 1-800-620-8610.

• For online reporting, visit

https://iwf.tnwgrc.com/williamssonoma/InternationalCompanyLanguageSelection/tabid/186/l

anguage/en-US/Default.aspx

The report hotline is managed by an independent company not affiliated with Williams-Sonoma,

Inc.

Associate reports should include a discussion of the following items: (i) a description of the matter

or irregularity, (ii) the period of time during which the associate observed the matter or irregularity,

and (iii) any steps that the associate has taken to follow up on the matter or irregularity, including

reporting it to a supervisor and the supervisor’s reaction. Associate reports may include, at the

associate’s option, the associate’s contact information in the event that additional information is

needed. As stated above, however, there is no requirement that the report identify the associate, if

the associate chooses to remain anonymous.

Reporting Accounting and Securities Laws Concerns If your concerns relate to accounting,

internal controls, auditing or securities laws matters, or if the General Counsel is implicated in any

violation or suspected violation, you may also refer to the company’s Policy for Reporting

Accounting and Securities Laws Concerns adopted by the Audit Committee of the Board of

Directors for additional reporting options and procedures. The Policy for Reporting Accounting and

Securities Laws Concerns is included in this Code of Conduct as Attachment A and is also available

on Homefront.

COMPLYING WITH LEGAL AND ETHICAL STANDARDS

WSI associates must comply with all laws and regulations, and all financial reporting requirements,

applicable to WSI’s business. We also must act consistently with our values and with the highest

level of integrity and honesty in all our business dealings. If you have questions about this policy,

please contact your supervisor, your Human Resources representative or the Legal Department.

Protecting Company Information and Assets Each of us has a responsibility to protect the

Company’s assets, including physical assets, financial assets, intellectual property and

proprietary/confidential information, from theft, loss, damage or misuse. This includes, but is not

limited to, compliance with the policies set forth in the Associate Handbook (or the local equivalent,

such as “Company Regulations”), our Information Systems and Security Policy and our Record

Retention Policy. Each of us also has the responsibility to protect WSI’s reputation, one of our most

important assets, by pursuing business activities that will withstand ethical scrutiny, maintain and

enhance our reputation, and not violate the law.

In accordance with the WSI Insider Trading Policy, associates who have access to confidential

information are prohibited from using or disclosing that information for purposes of trading WSI

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securities or for any other purpose other than the conduct of Company business. Using confidential

information for personal financial benefit or to “tip” others is both unethical and illegal. Short sales

(as described in the WSI Insider Trading Policy) and the purchase or sale of “put” or “call” options

on WSI securities is also prohibited. You should also not engage in any speculative transactions in

WSI securities that suggest you are trying to profit in short-term increases or decreases in WSI’s

stock price, such as “day trading”. If you have any questions about trading in WSI securities, you

should contact the General Counsel. Inquiries from investors or analysts should be directed to the

head of Investor Relations or the Chief Financial Officer.

Complying with Laws You are responsible for complying with all laws, rules, regulations and

regulatory orders that apply to our business, including insider trading laws. If you are located or

engaging in business outside of the United States, you must comply with laws, rules, regulations and

regulatory orders of the United States, in addition to the laws of other countries. If compliance with

this Code of Conduct should ever conflict with the law, you must comply with the law.

WSI is committed to compliance with the applicable laws, rules and regulations of the Securities and

Exchange Commission. Falsification of any financial report, or other record, including quality and

safety data, hours of work reports, time keeping data or expense reports, will result in immediate

disciplinary action up to and including termination. If you believe Company information has been

falsified or misused, you should immediately report the issue in accordance with the WSI Policy for

Reporting Accounting and Securities Laws Concerns (which is included in this Code of Conduct as

Attachment A and available on Homefront).

Conducting Business Globally In addition to complying with the Code of Conduct, the Company

has policies that require you to comply with specific laws and regulations concerning exports,

economic sanctions, international boycotts, bribery, payments, gifts to and entertainment of foreign

officials, and other aspects of global business operations. These laws include but are not limited to

the U.S. Foreign Corrupt Practices Act, the Anti-Boycott Laws, the U.K. Bribery Act and the anti-

bribery laws of any country where we are doing business. Please refer to the International

Compliance Policy available on Homefront for additional information. All associates involved in

the Company’s international business activities are required to familiarize themselves with, and

comply with, all Company policies relating to our global business operations.

Dealing with Governments In addition to complying with laws that apply generally, and policies

relating to our international business operations, you are also responsible for complying with special

laws, rules and regulations that relate to government contacts and government personnel in the U.S.

or any country where we are doing business. Any associate who deals with any governmental

agency or personnel is responsible for familiarizing themselves with and complying with these

special laws, rules and regulations.

Our Responsibilities to Our Customers We must treat our customers equally, with the highest

level of respect, honesty and service. Our customers must feel secure relying on our Company and

our products, and our marketing of those products. Therefore, our advertising must be truthful, and

any specific claims we make about our products must be supported by objective evidence. Also, we

may not unfairly disparage publicly any of the products, services or employees of our competitors.

Any comparisons we make between our products and those of our competitors must be fair and

accurate.

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Our Responsibilities to Our Vendors Each of us must deal honestly, fairly, respectfully, openly

and impartially with our vendors and potential vendors. Specifically, we must purchase goods and

services based solely on the quality, performance, price and services offered, and consider a variety

of vendors to ensure we select vendors based on a neutral competitive selection process. All terms

with vendors should be set forth in a contract provided to Legal Department upon vendor set-up, and

not in any “side” letter or agreement. Please refer to the New Vendor Selection and Set Up Policy

available on Homefront for additional information.

Our Responsibilities to Each Other Our commitment to ethical business conduct starts with how

we treat our fellow associates. We must treat each other with respect, honesty, and fairness. Those

of us who supervise others should make sure our associates read and understand the Code of

Conduct, and encourage them to raise questions or concerns and take prompt and effective action to

ensure we comply with it.

Fair Dealing with Our Competitors It is our policy to lawfully compete in the marketplace. Our

commitment to fairness includes respecting the rights of our competitors to compete lawfully in the

marketplace and abiding by all applicable laws in the course of competing.

Most countries have well-developed bodies of law designed to encourage and protect free and fair

competition. These laws are broad and far-reaching and regulate the Company’s relationships with

its suppliers and customers. Competition laws generally address the following areas: pricing

practices (including predatory pricing, price fixing and price discrimination), discounting, terms of

sale, credit terms, promotional allowances, secret rebates, exclusive dealerships or distributorships,

product bundling and restrictions on carrying competing products. Competition laws also govern,

usually quite strictly, relationships between the Company and its competitors. Collusion among

competitors is illegal, and the consequences of a violation are severe. You must not enter into an

agreement or understanding, written or oral, express or implied, with any competitor concerning

prices, discounts or other terms or conditions of sale; profits or profit margins; costs; allocation of

product, customers, markets or territories; limitations on production or supply; boycotts of customers

or suppliers; or bids or the intent to bid. You also must not discuss or exchange information on these

subjects.

The Company is committed to obeying both the letter and spirit of these laws, which are often

referred to as antitrust, consumer protection, competition or unfair competition laws. Although the

spirit of these laws is straightforward, their application to particular situations can be quite complex.

To ensure that the Company complies fully with these laws, you should promptly involve our Legal

Department when questionable situations arise.

Other Company Policies Many legal and ethical requirements apply to all WSI associates. You

are responsible for complying with all WSI policies. Some of these requirements are published on

Homefront under “All Policies & Documents” (e.g., the WSI Insider Trading Policy and the

Information Systems and Security Policy), and others are outlined in the WSI Associate Handbook

(e.g., confidentiality obligations, Associate Discount Policy), which is also available on Homefront.

However, these additional requirements do not in any way detract from the broader obligation to

comply with all applicable laws and to always behave professionally and with integrity.

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CONFLICTS OF INTEREST

All business decisions should be made solely because they are in the best interest of the Company,

and not for personal benefit. In general, a conflict of interest exists when an associate has a

relationship or engages in an activity that may impair or adversely affect the associate’s judgment

regarding the best interests of WSI, or when an associate benefits financially from the associate’s

employment with WSI beyond compensation and financial benefits paid or granted by WSI.

Similarly, situations that appear to create a conflict of interest may also damage the Company’s

reputation and undermine morale. You should avoid any action that creates, or appears to create, a

conflict of interest with the Company. As noted, nothing in this Code of Conduct is intended or

should be construed to limit or impede rights protected by Section 7 of the National Labor Relations

Act (NLRA).

CONFLICTS OF INTEREST SITUATIONS COMMONLY FACED BY ASSOCIATES

While it is impossible to anticipate and specify every situation which may give rise to a possible

conflict of interest between an associate’s personal interests and the best interests of WSI, this

section illustrates the types of business relationships or activities with a particularly high potential

for a conflict of interest. These relationships and activities should be avoided. If you have questions

about whether a particular activity may be a conflict of interest, please contact your supervisor, your

Human Resources representative or the Legal Department.

Ownership Interests Associates should not invest in any supplier, vendor or competitor of WSI,

other than buying or selling nominal amounts of stock in those that are publicly traded companies.

Outside Employment or Business Activities Associates may not serve as an officer, director,

partner, employee or consultant to, or otherwise work for or receive compensation for personal

services from, any supplier, vendor or competitor of WSI or any business entity that does or seeks to

do business with WSI.

Serving in such a capacity for a company that is not a supplier, vendor or competitor of WSI may be

permitted, but such activities must be approved in advance by Human Resources and must not

interfere with your duties to WSI. Service on the Board of Directors of any “for profit” company

must be approved by an Executive Committee member, in consultation with the General Counsel.

Always remember that you may not use any Company resources (including time, equipment,

facilities and fellow associates) to support any outside employment or business activities.

Gifts, Merchandise and Entertainment

No gift or entertainment should be accepted or given if it would obligate or influence, or appear to

obligate or influence, the recipient to the giver or vice versa. Please inform the General Counsel in

writing if anyone offers you or sends you a prohibited gift or if you have questions about this policy.

Code of Business Conduct and Ethics

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• Associates in the United States

o Gifts and Merchandise Accepting or offering merchandise, discounts on

merchandise, samples for home use or gifts (other than gifts valued at less than

US$150) from any existing or prospective supplier, vendor or competitor of WSI

is prohibited. Even where gifts are permitted, the total gifts to or from an existing

or prospective supplier, vendor or competitor should not exceed US$250 per year.

Offering any items or discounts to any government employee or official or

employees of any company wholly or partly owned by any government is

prohibited. Samples must be sent to WSI offices and not to an associate’s home.

Associates may not purchase directly from WSI vendors for personal use except

when utilizing the same channels as an ordinary consumer. Accepting or making

gifts of cash or cash equivalents (including gift certificates or stock) is prohibited.

o Entertainment – Associates may accept business meals and entertainment, such

as attending a local cultural or sporting event, which advance the Company’s

interests and are for the purpose of discussing business with a business associate.

For any single event valued at US$250 or more, associates must obtain prior

written approval from WSI’s Chief Executive Officer or General Counsel.

However, accepting tickets to an event if the business partner will not also be

present is considered a gift, subject to the US$150 and US$250 limitations

described above, rather than business entertainment. Business meals should be

appropriate to the occasion. Accepting trips is prohibited without prior

authorization of WSI’s Chief Executive Officer or General Counsel. Associates

must obtain prior written approval from the Legal Department before offering or

providing business meals, entertainment, or travel to any government employee or

official.

• Associates Outside of the United States

o Gifts, Merchandise and Entertainment –Accepting or offering any gift,

including accepting or offering merchandise, discounts on merchandise, samples

for home use or gifts, regardless of value or amount is prohibited for all

associates outside of the United States. Similarly, associates outside of the United

States are prohibited from accepting any business meal and/or entertainment,

regardless of value or amount. Strictly limited exceptions to the prohibition

against accepting gifts, business meals and/or entertainment may be granted by a

director or above where acceptance is required for business courtesy and the value

is less than US$100. All gifts and meals given and received should be recorded in

the form of a Gift and Entertainment Log maintained in each office.

Business Transactions with WSI Associates should not participate, directly or indirectly, in any

business agreement or transaction involving WSI, except when acting in an official capacity on

behalf of WSI or when making purchases as a customer of the Company. Please contact WSI’s

General Counsel if you have questions about a particular activity or transaction.

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Loans Associates may not borrow money from, loan money to, or guarantee a loan to any supplier,

vendor or competitor of WSI.

Doing Business with Family Members or Friends Hiring or pressuring other associates to hire a

family member or a personal friend, as an associate, independent contractor, supplier or vendor of

WSI is prohibited. For purposes of this Code of Conduct, “family member” includes any immediate

family member or person with whom you have a significant or live-in relationship. Prior to

conducting any WSI business with any family member, you must obtain written approval from

WSI’s Executive Vice President of Human Resources or General Counsel. You must always keep

WSI’s best interests as top priority in your business activities as an associate.

Supervising Family Members Supervising (directly or in the line of control), reviewing, or

asserting any influence on the job evaluation, pay or benefits of any family member is prohibited.

Any exceptions must be in writing from WSI’s Executive Vice President of Human Resources or

General Counsel.

Family Members at Competitors A conflict of interest could arise if an associate’s family member

is employed by a significant competitor of WSI. If your family member is or becomes employed by

a significant competitor of WSI, you must notify your supervisor, who must disclose the

circumstances to their Human Resources representative. If such circumstances are deemed to have a

direct and actual impact on your ability to perform your assigned responsibilities, such as by creating

a conflict of interest, the Company may reassign you or take other steps, including termination of

your employment, to eliminate the conflict. In addition, failure to disclose an actual conflict of

interest presented by these circumstances to your supervisor or Human Resources representative may

result in disciplinary action, up to and including termination of your employment.

Fraternization Associates must not allow romantic relationships or friendships with other

associates to impair their job performance, adversely affect others or create an uncomfortable work

environment for others. It is important that you use tact, good judgment and sensitivity in these

situations, and specifically avoid favoritism, or the appearance of favoritism, open displays of

affection and making business decisions based on emotions or friendships rather than the best

interests of WSI. Supervisors are specifically required to disclose personal relationships with

associates who report in to their organization to their Human Resources representative. If a personal

relationship is established after employment, the Company may reassign one of the associates or

take other steps, including termination of one or both of the associates to eliminate the conflict

within the reporting relationship. As noted, nothing in this Code of Conduct is intended or should

be construed to limit or impede rights protected by Section 7 of the National Labor Relations Act

(NLRA).

CORPORATE OPPORTUNITIES

You may not directly or indirectly exploit for personal gain any business opportunities, including by

conducting outside business activities, that you discover through the use of Company property or

information or your position with the Company, unless you first disclose the opportunity fully to

your supervisor, the General Counsel or the Executive Vice President of Human Resources, and the

Company declines to pursue the opportunity. If necessary, WSI management will disclose the

opportunity to the Board of Directors, and management or the Board of Directors will evaluate the

opportunity. Once you have disclosed the opportunity, the Board of Directors or WSI management

will follow up with you as appropriate.

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DISCLOSURE OF CONFLICTS; REQUEST FOR EXCEPTIONS

Associates must immediately disclose to their supervisors, any relationship or activity that might

create a conflict of interest. If you are unsure whether a particular situation creates a conflict of

interest, take the time to discuss it with your supervisor.

Under certain circumstances, a particular relationship or activity might not contradict or compromise

the best interests of WSI. However, associates may not themselves make such determinations.

Requests for exceptions must be originated by the department Senior Vice President and forwarded

to WSI’s Executive Vice President of Human Resources or General Counsel for approval. As

noted, nothing in this Code of Conduct is intended or should be construed to limit or impede rights

protected by Section 7 of the National Labor Relations Act (NLRA).

WSI’S COMMITMENT TO SOCIAL AND ENVIRONMENTAL RESPONSIBILITY

WSI also believes that we have an obligation to protect our environment now and for future

generations. In line with our values, we have defined our practices for product sourcing and

selection of socially responsible vendors. Please refer to the policies available on Homefront with

respect to ethical sourcing, supply chain practices and procurement.

PUBLIC COMMUNICATIONS AND FILINGS

The Company files reports and other documents with regulatory authorities, including the U.S.

Securities and Exchange Commission and the New York Stock Exchange. In addition, from time to

time the Company makes other public communications, such as issuing press releases.

Depending on your position, you may be called upon to provide information to help assure that the

Company’s public reports and communications are complete, fair, accurate and understandable.

You are expected to use all reasonable efforts to provide complete, accurate, objective, relevant,

timely and understandable answers to inquiries related to the Company’s public disclosures.

Individuals involved in the preparation of public reports and communications on behalf of the

Company must use all reasonable efforts to comply with the Company’s disclosure controls and

procedures, and to keep current with all applicable reporting rules and regulations, such as those

set forth by the U.S. Securities and Exchange Commission and the New York Stock Exchange.

These controls and procedures are designed to ensure full, fair, accurate, timely and

understandable disclosure in the Company’s public reports and communications.

If you believe that any disclosure is materially misleading or if you become aware of any material

information that you believe should be disclosed to the public, it is your responsibility to bring this

information to the attention of the Legal Department. If you believe that questionable accounting or

auditing conduct or practices have occurred or are occurring, you should refer to the Company’s

Policy for Reporting Accounting and Securities Laws Concerns for reporting procedures (which is

included in this Code of Conduct as Attachment A and available on Homefront).

COMMUNICATING INFORMATION ABOUT THE COMPANY

You may not communicate on behalf of the Company unless you are authorized to do so by the

Company’s official spokespeople described below. In addition, you may not communicate on

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behalf of the Company any information about the Company, our business, our competitors or

our industry generally to third parties, such as research firms, unless you are authorized to do so

by the Company’s official spokespeople. The Company has established specific policies

regarding who may communicate information on behalf of the Company to the public, the

press, market professionals (such as securities analysts, institutional investors, investment

advisors, brokers and dealers), security holders and research firms. Communication includes,

but is not limited to, interviews with the press, speaking at conferences or seminars, writing

articles or letters, participating in social media sites and chat rooms and blogging. Please also

refer to our Social Media Guidelines available on Homefront.

The Company’s Chief Executive Officer, Chief Financial Officer, public relations personnel and

investor relations personnel are the Company’s official spokespeople for communicating information

on behalf of or about the Company.

Please refer all calls or other inquiries from the press, market professionals or security holders

seeking statements on behalf of the Company to the head of Investor Relations or Chief Financial

Officer, who will see that the inquiry is directed to the appropriate persons within the Company.

All other media or other calls seeking a comment on behalf of the Company should be forwarded

without comment directly to the Corporate Public Relations Department. This will ensure that our

contacts with the press are both factually accurate and consistent. Generally, the Public Relations

department handles all requests from media outlets.

To the extent associates communicate with media/reporters in an unofficial capacity, the associate

must not make any statement suggesting that the associate is speaking on behalf of the Company. The

Company suggests this response: “I am not authorized to comment for Williams-Sonoma, Inc."

All communications made to public audiences on behalf of the Company, including formal

communications and presentations made to investors, customers or the press, require prior approval

of the Chief Executive Officer or Chief Financial Officer.

PROTECTING CONFIDENTIAL INFORMATION

As associates of the Company, and for the benefit of ourselves as well as the Company, we each

have a duty to safeguard our Company’s trade secrets and Confidential Information and to refrain

from any improper dealings with the confidential information of any other company, including our

competitors. Except as required or permitted by applicable law, associates may not disclose

Confidential Information either while an employee of WSI or at any time after employment ends,

regardless of the reason why employment ends. “Confidential Information” includes, but is not

limited to, all confidential, proprietary or trade secret information that is not generally known and

that therefore has economic value to the Company. Examples of this information include all

information, whether in written, oral, electronic, magnetic, photographic or any other form, that

relate to: the Company’s past, present and future businesses, products, product specifications,

designs, drawings, concepts, samples, intellectual property, inventions, know-how, sources, costs,

pricing, technologies, customers, vendors, other business relationships, business ideas and methods,

distribution methods, inventories, manufacturing processes, computer programs and systems,

employees, hiring practices, compensation, operations, marketing strategies and other technical,

business and financial information. Examples of Confidential Information also include the identity,

capabilities and capacity of vendors and of former vendors or others that were considered but

rejected and any non-public, personal information about any associates, customers, contractors,

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vendors or other parties, including, but not limited to, social security, driver’s license, credit or debit

card number or payment card numbers. Nothing in this Code of Conduct is intended or should be

construed as prohibiting an associate from disclosing his or her own compensation information to

others.

Additionally, associates may not bring or use any other company’s confidential information to WSI.

All associates must acknowledge by signing this Code of Conduct that they have not brought any

such confidential information from prior employers to WSI.

Notwithstanding the foregoing, the Defend Trade Secrets Act of 2016 (DTSA) provides that an

individual shall not be held criminally or civilly liable under any federal or state trade secret law for

the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government

official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or

investigating a suspected violation of law; or (iii) in a complaint or other document filed in a lawsuit

or other proceeding, if such filing is made under seal. In addition, DTSA provides that an individual

who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may

disclose the trade secret to the attorney of the individual and use the trade secret information in the

court proceeding, if the individual (i) files any document containing the trade secret under seal; and

(ii) does not disclose the trade secret, except pursuant to court order.

NON-SOLICITATION

As part of our duty to safeguard the Company’s trade secrets and Confidential Information,

associates may not, either during their employment with the Company or for twelve months

afterward, directly or indirectly recruit, solicit or induce, or attempt to induce, any employee,

consultant or vendor of the Company to terminate employment or any other relationship with the

Company. Additionally, former associates may not use Confidential Information to recruit, solicit,

retain or hire any of the Company’s employees, consultants or vendors. By signing this Code of

Conduct, associates acknowledge that the restrictions contained in this paragraph are necessary for

the protection of the business and goodwill of the Company and are considered to be reasonable for

that purpose, and agree to be bound by such restrictions.

PROTECTING INTELLECTUAL PROPERTY

All intellectual property created, made or conceived by associates (solely or jointly) during

employment by the Company, are deemed owned exclusively by the Company whenever the

intellectual property relates to the actual or anticipated business of the Company or results from or is

suggested by any work performed by associates for or on behalf of the Company. Additionally,

associates agree that all residual rights (including but not limited to copyright, trademark, trade

dress, trade secret, design and patent rights) in all such intellectual property are assigned to the

Company and agree to assist the Company in securing patents, registering copyrights and

trademarks, and obtaining any other forms of protection for the intellectual property in the United

States and in other countries. For purposes of this Code of Conduct, “intellectual property” includes

artwork, photographs, graphic designs (including, for example, catalog designs, in-store signage and

posters), web site designs, audio-visual works, product designs, package designs, store interior and

exterior designs, trademarks, literary works, marketing collateral, catalog copy, vendor and customer

For associates in Singapore, please see the Appendix for information on non-solicitation.

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lists, manufacturing processes, custom software, training materials, business ideas and methods,

Confidential Information, and any other inventions or works of creative authorship.

Notwithstanding the foregoing section, associates are not obligated to assign to the Company

theirrights in intellectual property or an invention that associates develop entirely on their own time

without using the Company’s equipment, supplies, facilities or trade secret information, except for

those inventions that either (1) relate at the time of conception or reduction to practice to the

Company’s business, or the Company’s actual or demonstrably anticipated research or development

or (2) result from any work performed by the associates for the Company.

MISCELLANEOUS

In order to protect the Company’s interests, WSI reserves the right to send a copy of the Code of

Conduct to future employers of our associates. Under the Code of Conduct, our associates

acknowledge that any breach of the obligations in the Code of Conduct would result in irreparable

injury to the Company, and agree that the Company will be entitled to injunctive and other equitable

relief (or other appropriate local legal action) to prevent any actual or threatened breach of this Code

of Conduct. The Code of Conduct does not create an obligation on the Company to continue the

employment of any associate. The provisions of the Code of Conduct will survive separation or

termination of employment by the Company for any reason.

CODE OF BUSINESS CONDUCT AND ETHICS QUESTIONNAIRE

As a condition of employment, in addition to receiving and signing this Code of Conduct, all new

corporate associates are required to complete a Code of Conduct Questionnaire. In addition, all

corporate associates, exempt associates in the care centers, distribution centers and manufacturing

centers, and all store associates at the assistant manager level (or local equivalent) and above will

also be required to complete the Code of Conduct Questionnaire on an annual basis. Thorough

completion and timely submission of the Questionnaire is an important job requirement.

APPROVALS AND WAIVERS

Except as otherwise provided in the Code of Conduct, the Board of Directors, or a designated

committee of the Board, must review and approve any matters requiring special permission under

the Code of Conduct for any Company executive office or Board member. Except as otherwise

provided in this Code of Conduct, the General Counsel or the Executive Vice President of Human

Resources, must review and approve any matters requiring special permission under the Code of

Conduct for any other associate, agent or contractor.

Any waiver of any provision of this Code of Conduct for a member of the Board of Directors or an

executive officer must be approved by the Board of Directors or a designated committee of the

Board and promptly disclosed, along with the reasons for the waiver, to the extent required by law or

regulation. Any waiver of any provision of this Code of Conduct for any other associate, employee,

agent or contractor must be approved by the General Counsel or the Executive Vice President of

Human Resources.

CONSEQUENCES OF FAILING TO ADHERE TO THIS CODE OF CONDUCT

Failure to adhere to this Code of Conduct (as well as the Policy for Reporting Accounting and

Securities Laws Concerns), including, but not limited to, failure to disclose any conflict of interest or

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potential conflict of interest, or to seek an exception from the Company, will be considered a serious

violation of Company policy and is cause for disciplinary action up to and including immediate

termination of employment. Any such disciplinary action will be conducted in accordance with the

local prevailing laws and regulations.

If you have questions about this policy, please contact your supervisor, your Human Resources

representative or the Legal Department.

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APPENDIX TO WILLIAMS–SONOMA, INC. CODE OF BUSINESS CONDUCT AND

ETHICS

ADDITIONAL PROVISIONS

FOR ASSOCIATES OUTSIDE THE UNITED STATES

This Appendix includes additional provisions that apply to you if you reside in one of the

countries listed below.

Singapore

For associates in Singapore, the following provision applies with respect to Non-Solicitation:

As part of our duty to safeguard the Company’s trade secrets and Confidential Information,

associates may not, either during their employment with the Company or for six months afterward,

directly or indirectly recruit, solicit or induce, or attempt to induce:

(a)

any employee of the Company with whom you had contact or business related dealings in the

last twelve months of your employment with the Company, who is employed in a key, managerial or

executive capacity, or who has access to trade secrets, proprietary knowhow or other proprietary /

confidential information of the Company; or

(b)

any consultant or vendor of the Company, with whom you had contact or business-related

dealings in the last twelve months of your employment with the Company;

to terminate employment or any other relationship with the Company. Additionally, former

associates may not use Confidential Information to recruit, solicit, retain or hire any of the

Company’s employees, consultants or vendors. By signing this Code of Conduct, associates

acknowledge that the restrictions contained in this paragraph are necessary for the protection of the

business and goodwill of the Company and are considered to be reasonable for that purpose and

agree to be bound by such restrictions. Each undertaking and restriction contained in this part of the

Code of Conduct shall be read and construed independently of the other undertakings and

restrictions herein so that if one or more should be held to be invalid as an unreasonable restraint of

trade or for any other reason whatsoever then the remaining undertakings and restrictions shall be

valid to the extent that they are held not to be so invalid. If one or more of the undertakings or

restrictions should be held to be invalid as an unreasonable restraint of trade or for any other reason

whatsoever but would have been held valid if part of the wording thereof had been deleted or the

period thereof reduced or the range of activities or area dealt with reduced in scope, the said

undertakings and agreements shall apply with such modifications as may be necessary to make them

valid and effective.

Attachment A

Williams-Sonoma, Inc.

Policy for Reporting Accounting and Securities Laws Concerns

(amended and restated by the Audit and Finance Committee of the

Board of Directors on September 7, 2011)

Direct questions or comments regarding the enclosed Policy Statement to

the Legal Department.

SUMMARY:

The Audit and Finance Committee of the Board of Directors of Williams-Sonoma, Inc. (the

“Company”) has adopted the attached policy, which establishes procedures for (1) the receipt,

retention and treatment of complaints regarding accounting, internal accounting controls, auditing

matters or violations of securities laws; and (2) the confidential, anonymous submission by

associates of concerns regarding questionable accounting or auditing matters. Associates with

concerns or complaints regarding these matters may report their concerns to the Company’s General

Counsel or to the Company’s report hotline at 1-800-620-8610 (toll-free in U.S. and Canada only;

for toll-free access to the Company’s report hotline outside of the U.S. and Canada, please refer to

the section of the Policy titled “Reporting and Receipt of Associate Complaints”). The report hotline

is managed by an independent company not affiliated with Williams-Sonoma, Inc. The policy

applies to all associates of Williams-Sonoma, Inc. and its subsidiaries.

BACKGROUND:

As a public company, the integrity of the Company’s financial information is paramount. The

Company’s financial information guides the decisions of the Company’s Board of Directors and

management, and is relied upon by its shareholders and the financial markets. The Company is also

committed to complying with securities laws and addressing any violations promptly. For these

reasons, the Company must maintain a workplace in which the Company can retain and treat all

complaints concerning questionable accounting, internal accounting controls, auditing matters,

violations of securities laws, or the Company’s reporting of fraudulent or inaccurate information,

and in which associates can raise these concerns free of any discrimination, retaliation or

harassment.

It is the Company’s policy to encourage associates, when they believe that questionable accounting

or auditing practices or violations of securities laws have occurred or are occurring, to report those

concerns, with the option to report on an anonymous basis. All reports will be taken seriously and

will be promptly investigated. All information disclosed during the course of the investigation will

remain confidential, except as necessary to conduct the investigation and take any remedial action, in

accordance with applicable law.

The specific action taken in any particular case will depend on the nature and gravity of the

circumstances reported, as well as the quality of the information provided. Where questionable

accounting or auditing conduct or violations of securities laws has occurred, or fraudulent or

inaccurate information has been reported to the Company’s shareholders, the government or the

financial markets, those matters will be corrected and, if appropriate, the persons responsible will be

disciplined. The Company strictly prohibits discrimination, retaliation or harassment of any kind

against any associate who reports information pursuant to this Policy based on the associate’s

reasonable belief that such conduct has occurred.

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Williams-Sonoma, Inc.

Policy for Reporting Accounting and Securities Laws Concerns

(amended and restated by the Audit and Finance Committee of the

Board of Directors on September 7, 2011)

Scope of Matters Covered by Policy

This Policy covers associate complaints regarding the Company’s (1) accounting, internal

accounting controls or auditing matters (collectively, “Accounting Matters”) and (2) violations of

securities laws, including the Foreign Corrupt Practices Act (“Securities Matters”).

Accounting Matters include, without limitation, the following:

• fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement

of the Company;

• fraud or deliberate error in the recording and maintaining of the Company’s financial records;

• deficiencies in or noncompliance with the Company’s internal accounting controls;

• misrepresentation or false statement to or by a senior officer or accountant regarding a matter

contained in the Company’s financial records, financial reports or audit reports; or

• deviation from full and fair reporting of the Company’s financial condition.

Securities Matters include, without limitation, the following:

• act or omission resulting in fraud or deceit in connection with the purchase or sale of any

Company security, including market manipulation of securities prices or volumes;

• misrepresentation or false statement regarding a matter contained in the Company’s public

filings made with the Securities and Exchange Commission;

• corporate mismanagement resulting in breach of fiduciary duties to shareholders;

• bribery or attempted bribery of a foreign official;

• commercial bribery or attempted commercial bribery;

• insider trading or abusive short selling practices; or

• ponzi or pyramid investment schemes.

Associates with concerns or complaints relating to security violations, theft, safety issues or other

loss prevention matters should call the Company’s Loss Prevention hotline at 1-800-328-7880.

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Associates with concerns or complaints relating to employment matters should contact their Human

Resources representative.

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Reporting and Receipt of Associate Complaints

• Associates with concerns or complaints regarding Accounting Matters or Securities Matters may

report their concerns to David King, General Counsel, at 415-616-8478 or [email protected].

Associates who wish to remain anonymous may send a letter addressed to the General Counsel

at: 3250 Van Ness Avenue, San Francisco, CA 94109.

• Associates who (i) are uncomfortable reporting their concerns or complaints to the General

Counsel, (ii) have good reason to believe that the General Counsel is involved in these matters,

or (iii) would like to report their complaints via phone or internet on an anonymous basis, may

report their concerns to the Company’s outside report hotline as follows:

• In the U.S. or Canada, call toll-free: 1-800-620-8610

• For toll-free access outside of the U.S. or Canada, there is a two-step process:

First, dial the applicable access code listed below:

Australia: 1-800-175-192

Turkey: 0811-299-0001

China: 400-120-0607

United Kingdom (C&W): 0-500-89-0011

Indonesia: 001-8030-174088

United Kingdom (U.K): 0-800-89-0011

India: 000-117

Singapore (Sing Tel): 800-011-1111

Italy: 800-172-444

Singapore (StarHub): 800-001-0001

Portugal: 800-800-128

France (France Tel): 0-800-99-011

Vietnam: 1-201-0288

France (Tel Development): 0805-701-288

Following the prompt, dial 1-800-620-8610.

• For online reporting, visit

https://iwf.tnwgrc.com/williamssonoma/InternationalCompanyLanguageSelection/tabid/186/l

anguage/en-US/Default.aspx

The report hotline is managed by an independent company not affiliated with Williams-Sonoma,

Inc.

• Associate reports should include a discussion of the following items: (i) a description of the

matter or irregularity, (ii) the period of time during which the associate observed the matter or

irregularity, and (iii) any steps that the associate has taken to follow up on the matter or

irregularity, including reporting it to a supervisor and the supervisor’s reaction. Associate

reports may include, at the associate’s option, the associate’s contact information in the event

that additional information is needed. As stated above, however, there is no requirement that the

report identify the associate, if the associate chooses to remain anonymous.

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Treatment of Complaints

• Upon receipt of a complaint by the General Counsel or the report hotline, the recipient will (i)

determine whether the complaint actually pertains to Accounting Matters or Securities Matters

and (ii) when possible, acknowledge receipt of the complaint to the sender.

• Complaints relating to Accounting Matters and Securities Matters will be reviewed and

investigated under the direction of the General Counsel (or, where it is reasonably determined

that the General Counsel is involved in the relevant matter, under the direction of an appropriate

person designated by the Chair of the Audit and Finance Committee of the Company’s Board of

Directors). The General Counsel or other person investigating the complaint may consult with

the Chief Executive Officer, Chief Financial Officer, Controller, any other associate of the

Company, outside counsel, independent auditors and, if appropriate, the Audit and Finance

Committee, as a part of the investigation.

• Confidentiality will be maintained to the fullest extent possible, consistent with the need to

conduct an adequate review.

• Associates have a duty to cooperate in the investigation of complaints regarding Accounting

Matters or Securities Matters, or the investigation of discrimination, retaliation or harassment

resulting from the reporting or investigation of such matters. In addition, associates will be

subject to disciplinary action, including the termination of their employment, for failing to

cooperate in an investigation or deliberately providing false information during an investigation.

• If, at the conclusion of an investigation, it is determined that Company policies or applicable

laws have been violated, the Company will take effective remedial action commensurate with the

severity of the offense. This action may include disciplinary action against the accused party,

including termination. Reasonable and necessary steps will also be taken to prevent any further

violations of law or Company policy.

Discrimination, Retaliation or Harassment

• The Company strictly prohibits any discrimination, retaliation or harassment against any person

who, based on the person’s good faith belief that such misconduct occurred, reports complaints

regarding Accounting Matters or Securities Matters or who participates in an investigation of

complaints regarding Accounting Matters or Securities Matters. The Company will not harass,

discriminate or retaliate against any associate based upon any lawful actions of such associate

with respect to good faith reporting or investigation of complaints regarding Accounting Matters

or Securities Matters.

• Associates who believe that they have been subjected to any harassment, discrimination or

retaliation for having submitted a complaint regarding Accounting Matters or Securities Matters

or participating in an investigation relating to such a complaint, should immediately report the

concern to either the General Counsel or to any supervisor. Such allegations shall be promptly

and thoroughly investigated in accordance with the Company’s investigation procedures outlined

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above. If allegations of discrimination, retaliation or harassment are substantiated, appropriate

disciplinary action, up to and including termination, will be taken.

Reporting to Audit and Finance Committee and Retention of Complaints and Investigations

The General Counsel will maintain a log of all complaints, tracking their receipt, investigation and

resolution, and will prepare a periodic summary report for the Audit and Finance Committee.

Copies of complaints and such log will be maintained in a separate, confidential corporate file for

record-keeping purposes.

Additional Enforcement Information

Nothing in this Policy is intended to prevent associates from reporting information to the appropriate

federal or state law enforcement agency, when they have reasonable cause to believe that a federal or

state statute or regulation has been violated.

Modification

The Audit and Finance Committee or the Board of Directors can modify this Policy unilaterally at

any time without notice. Modification may be necessary to maintain compliance with state and

federal regulations.

Publication of the Policy

The Company will attach this Policy to the Company’s Code of Business Conduct and Ethics. In

addition, the Company will include a reference to this Policy in the Associate Handbook distributed

to new associates and will post a copy of this Policy in the Policies and Documents section of the

Company’s Homefront site under “Policy for Reporting Accounting and Securities Laws Concerns”,

which associates may access via their Company computer.