AÉROPOSTALE, INC.
Code of Business Conduct and Ethics
Explanatory Note
Section 406 of the United States Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), and
the rules issued by the United States Securities and Exchange Commission ("SEC")
thereunder, require an SEC reporting company to disclose whether or not it has adopted a
written code of business conduct and ethics applicable to the company's senior financial
officers, including the company's principal executive officer. This Code of Business
Conduct and Ethics (the "Code") has been adopted by Aéropostale, Inc. (the “Company")
in accordance with these provisions. Furthermore the Company is required to disclose
whether, during the financial year being reported, it has amended the Code or granted a
waiver from any provision of the Code. It is not the Company's intention to grant or
permit waivers from the requirements of this Code.
The SEC encourages companies to apply the code of ethics to as broad a spectrum of
personnel and affiliates as practicable and accordingly the Code affects a wider group of
employees than specified by Sarbanes-Oxley. Those to whom the Code applies are
required to adhere to its provisions completely and to address any perceived conflict with
the Company's Business Principles with the Chief Executive Officer.
This explanatory note is not part of the Code.
1. Introduction
The Board of Directors of the Aéropostale, Inc. has adopted this code of business conduct
and ethics (the "Code"), which is applicable to all of its Relevant Persons (as defined in
paragraph 2 below), to focus the Board of Directors and the Relevant Persons on areas of
ethical risk, provide guidance to personnel to help them recognize and deal with ethical
issues, provide mechanism to report unethical conduct and help to foster a culture of
honesty and accountability for adherence to the Code.
The Code may be amended only by resolution of the Board of Directors of Aéropostale,
Inc. In the Code, "Company" means, in appropriate context, either Aéropostale, Inc. or
any direct or indirect subsidiary of Aéropostale, Inc.
2. Relevant Persons
The Code is applicable to all of the Company’s:
• officers;
• directors; and
• employees.
3. Honest and Ethical Conduct
Each Relevant Person owes a duty to the Company to act with integrity. Integrity
requires, among other things, being honest and candid. Deceit, dishonesty and
subordination of principle are inconsistent with integrity. Service to the Company should
never be subordinated to personal gain and advantage. Specifically, each Relevant
Person must:
• Act with integrity, including being honest and candid while still maintaining the
confidentiality of Company information where required or in the Company's
interests except when disclosure is authorized or legally mandated.
• Observe, fully, applicable governmental laws, rules and regulations.
• Comply with the requirements of applicable accounting and auditing standards
and Company policies in the maintenance of a high standard of accuracy and
completeness in the Company's financial records.
• Adhere to a high standard of business ethics and not seek competitive advantage
through unlawful or unethical business practices.
• Protect the Company’s assets and ensure that they are used efficiently and for
legitimate business purposes.
4. Conflicts of Interest
A conflict of interest occurs when the private interests of a Relevant Person interferes
with the interests of the Company. All Relevant Persons should avoid conflicts of
interest wherever possible. Examples of conflict of interest situations, if material, include
the following:
• any significant ownership interest in any supplier or advertiser;
• any consulting or employment relationship with any customer, supplier or
competitor;
• any outside business activity that detracts from an individual's ability to devote
appropriate time and attention to his or her responsibilities with the Company;
• the receipt of any money, non-nominal gifts or excessive entertainment from any
company with which the Company has current or prospective business dealings;
• being in the position of supervising, reviewing or having any influence on the job
evaluation, pay or benefit of any close relative; and
• selling anything to the Company or buying anything from the Company, except
on the same terms and conditions as comparable officers or directors are
permitted to so purchase or sell.
Anything that would be a conflict for a Relevant Person will also be a conflict if it is
related to a member of his or her immediate family or a close relative. The Company
specifically prohibits the following conflicts of interest:
• the receipt of improper benefits by a Relevant Person or a member of his or her
immediate family or a close relative as a result of the Relevant Person’s position
in the Company; and
• the making of loans to or guaranteeing the obligations of a Relevant Person or a
member of his or her immediate family or a close relative.
5. Compliance
It is the Company's policy to comply with all applicable governmental laws, rules and
regulations, including insider trading laws. It is the personal responsibility of each
Relevant Person to, and each Relevant Person must, adhere to the standards and
restrictions imposed by those laws, rules and regulations, including those relating to
accounting and auditing matters.
6. Corporate Opportunities
All Relevant Persons has a duty to advance the legitimate interests of the Company when
the opportunity to do so arises. All Relevant Persons are, therefore, prohibited from:
• taking for themselves personally opportunities that are discovered through the
United States of corporate property, information or position;
• using corporate property, information or position for personal gain; or
• competing with the Company.
7. Disclosure
The Company strives to ensure that the contents of and the disclosures in the reports and
documents that the Company files with the Securities and Exchange Commission (the
"SEC") and other public communications shall be full, fair, accurate, timely and
understandable in accordance with applicable disclosure standards, including standards of
materiality, where appropriate.
Each Relevant Person must;
• not knowingly misrepresent, or cause others to misrepresent, facts about the
Company to others, whether within or outside the Company, including to the
Company's independent auditors, governmental regulators, self-regulating
organizations and other governmental officials, as appropriate;
• in relation to his or her area of responsibility, properly review and critically
analyze proposed disclosure for accuracy and completeness.
In addition, the Company’s chief executive officer, chief financial officer, controller and
any other officer or employee of the Company who is involved in financial reporting
must familiarize himself or herself with the disclosure requirements applicable to the
Company as well as the business and financial operations of the Company.
8. Reporting and Accountability
The Audit Committee of the Board of the Company is responsible for applying this Code
to specific situations in which questions are presented to it and has the authority to
interpret this Code in any particular situation.
Any Relevant Person who becomes aware of any existing or potential breach of this Code
is required to notify the chief executive officer promptly. Failure to do so is itself a
breach of this Code.
Specifically, each Relevant Person must:
• Notify the chief executive officer promptly of any existing or potential violation
of this Code.
• Not retaliate against any employee or Relevant Person for reports of potential
violations that are made in good faith.
• The Audit Committee shall take all action it considers appropriate to investigate
any breaches reported to it. If a breach has occurred, the Company will take such
disciplinary or preventive action as the Board of Directors deems appropriate,
after consultation with the Audit Committee.
Specifically, the Company will follow the following procedures in investigating and
enforcing this Code and in reporting on the Code:
• Breaches and potential breaches will be reported by the chairman of the Audit
Committee.
• The Audit Committee will take all appropriate action to investigate any breaches
reported to it.
• If the Audit Committee determines that a breach has occurred, it will inform the
Board of Directors.
• Upon being notified that a breach has occurred, the Board will take or authorize
such disciplinary or preventive action as it deems appropriate, after consultation
with the Audit Committee, up to and including dismissal or, in the event of
criminal or other serious violations of law, notification of the SEC or other
appropriate law enforcement authorities.
Any changes to or waivers of this Code will be disclosed in the Company's Annual
Report on Form 10-K.
9. Waivers
Any waiver (defined below) or an implicit waiver (defined below) from a provision of
this Code is required to be disclosed in a Report on Form 8-K with the SEC. The SEC
rules define a waiver as a material departure from a provision of the Code and an implicit
waiver means failure to take action within a reasonable period of time regarding a
material departure from a provision of the Code that has been made known to an
executive officer of the Company. Relevant Persons should note that it is not the
Company's intention to grant or to permit waivers from the requirements of this Code.
Relevant Persons should note that the Company expects full compliance with this Code.
10. Inquiries
All inquiries in relation to this Code or its applicability to particular people or situations
should be addressed to the chief financial officer of the Company.