Our Governance and Ethics

Having a strong standard of ethical business practices and governance systems is key to our success as a business. These standards serve as a foundation for all of Burlington’s operations, from how risk is managed, to how employees treat one another, to accountability structures within the top levels of the organization. Our commitment to being a caring company means ensuring we hold ourselves to the highest standards in all realms, and that we always challenge ourselves to see how we can do better.

Burlington Board of Directors
Burlington’s Board of Directors is committed to strong corporate governance because it promotes the long-term interests of stockholders, enhances Board and management accountability and helps build public trust in our company. The Board has adopted policies and processes that foster effective Board oversight of critical matters such as strategy and risk management. The Board and its committees review our major governance documents, policies and processes regularly in the context of current corporate governance trends, regulatory changes and recognized best practices.

Please see our proxy statement for a detailed description of the Company’s corporate governance framework, which includes the following highlights through May 2018:

  • Lead Independent Director
  • 7 out of 8 directors are independent
  • 2 out of 8 directors are female
  • Each director attended at least 85% of the meetings of the Board and of the committees of which such director was a member in fiscal year 2017
  • 75% of the Board has served for less than six years
  • Majority voting and director resignation policy for directors in uncontested elections
  • Majority of director compensation paid in stock
  • Pay-for-performance philosophy
  • Annual Board, director and committee self-evaluations
  • No unequal voting rights
  • Clear CEO, executive and non-employee director stock ownership guidelines

Burlington Ethics and Policies
The Board has developed and adopted Corporate Governance Guidelines to assist the Board in the exercise of its responsibilities and to best serve the interests of our company and its stockholders. The Guidelines cover matters including selection and composition of the Board, criteria for director independence, director compensation and performance evaluations, the operation, structure and meetings of the Board, the committees of the Board and other matters relating to our corporate governance. The Guidelines also describe Burlington’s stock ownership guidelines and compensation clawback policy.

We have also developed a Code of Ethics for The Chief Executive Officer & Senior Financial Officers, which outlines our expectations of honest and ethical conduct for individuals in those roles.

All employees are expected to adhere to our Burlington Code of Conduct. At the heart of this framework are Burlington’s Core Values:

  • Developing Trust and Respect among all members of the Burlington community.
  • Building Strong Teams and Partnerships through collaborative teamwork.
  • Driving Business Results by taking ownership and pride in Burlington, and getting things done well.

The Code of Conduct also outlines our policies and procedures related to general ethics, anti-discrimination and harassment and maintenance of a safe and healthy workplace. As noted in our Code of Conduct, Burlington is committed to providing a workplace free of unlawful discrimination or harassment. All employment decisions are based on qualifications, contribution and performance without regard to race, color, religion, creed, sex, pregnancy, sexual orientation, gender, gender expression, gender identity, transgender status, national origin, ancestry, age, physical or mental disability, medical condition, veteran status, marital status (including domestic partnership status) or any other protected or personal characteristic protected by law. Unlawful discrimination is strictly forbidden. We make reasonable accommodations in the workplace for qualified individuals with disabilities consistent with applicable laws.

Sustainability Governance
All issues pertaining to the environment, energy and sustainability fall under the purview of the Director of Energy & Sustainability. The Director is responsible for tasks including benchmarking environmental performance, setting sustainability goals and engaging with industry groups.

Burlington also has an ESG Working Group that regularly meets to review risks and opportunities as it pertains to all ESG issues, including reporting and disclosure. This group includes the Director of Energy & Sustainability, as well as representatives from business units across the company including Legal, Supply Chain, Philanthropy, Human Resources, and Finance.

Enterprise Risk Management
Our management is responsible for day-to-day risk management. This includes identifying, evaluating and addressing potential risks that may exist at the enterprise, strategic, reputational, financial, operational, compliance and reporting levels. Ultimate responsibility for risk oversight falls with the Board of Directors, and, the Board has delegated to the Audit Committee the primary responsibility for oversight of our risk assessment and management process. The Audit Committee reviews periodic assessments from Burlington’s ongoing enterprise risk management process that is designed to identify potential events that may affect the achievement of our objectives or have a material adverse effect on our company.

Information Security & Privacy Protection
Protection of information and privacy, including consumer information, is a top priority for Burlington. We maintain internal policies, procedures, and solutions dedicated to ensuring the protection, safety, and privacy of our information systems.

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