THE YANKEE CANDLE COMPANY, INC. Code Of Business Conduct And Ethics

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1 THE YANKEE CANDLE COMPANY, INC. Code Of Business Conduct And Ethics This Code of Business Conduct and Ethics (the Code ) is designed to provide guidance and ethical standards of conduct for all directors, officers and employees of The Yankee Candle Company, Inc. (the Company or Yankee Candle ). The Code is intended to set forth the Company s core expectations for honest and ethical behavior, to deter wrongdoing and to promote the conduct of all Company business in accordance with high standards of integrity and in compliance with all applicable laws and regulations. This Code applies to the Company and all of its subsidiaries. If you have any questions regarding this Code or its application to you in any situation, you should contact your supervisor or the Company s General Counsel. For more on the administration and enforcement of the Code, see Section V below. I. Introduction Yankee Candle has a long tradition of conducting our business in accordance with the highest ethical and legal standards. We are proud of our reputation as a company of integrity and it is vitally important to all of us that the principles of fairness, honesty and integrity remain at the center of who we are and what we do as a company. While this Code is a critical part of this effort, and is intended to reinforce our commitment to these standards and principles, in the end it is up to each of us as directors, officers and employees of Yankee Candle to stay true to our values, to use good judgment and common sense at all times and to conduct ourselves in a manner consistent with the Company s commitment to honest and ethical behavior. Role of the Individual. Every director, officer and employee of the Company is required to follow and abide by this Code and is expected to in all instances perform his or her daily activities in accordance with high ethical standards and in compliance with Company policies and all laws and regulations that govern our business. Employees, officers and directors are responsible for their own actions and are therefore expected to seek advice or clarification when they are uncertain about proper actions or how this Code or any law or company policy may apply to a given situation. If you have any questions about the right way to handle a situation or how to interpret and comply with this Code, it is your responsibility to inform your supervisor or to consult with the Company s General Counsel for advice. It is also the responsibility of every director, officer or employee to report any suspected illegal or unethical conduct or any other violation of this Code to your supervisor or to the Company s General Counsel. For more on reporting suspected violations, see Section V below. Role of Management. While all directors, officers and employees are required to comply with this Code, the Company believes that its directors, senior management, officers and supervisors have a special responsibility to set an example by conducting their business affairs in a manner consistent with the highest ethical and legal standards. Management shall also strive to ensure that their staff understand the importance of complying with this Code and encourage them to seek advice or report suspected issues or concerns without fear of reprisal or retaliation. Management is also expected to make themselves available to all employees who may have questions or concerns about the Code or its application in a particular circumstance.

2 Outside Directors. The Company requires the members of our Board of Directors who are not employed by Yankee Candle ("outside directors") to nonetheless comply with all applicable provisions in this Code when they are doing business on behalf of the Company. The Company recognizes that when outside directors are not doing business on behalf of Yankee Candle many of the Code's provisions will not be directly applicable to their daily activities. Nevertheless, as leaders of our Company whose actions and reputations will reflect on Yankee Candle, we expect outside directors to behave ethically and lawfully in all of their dealings, whether on behalf of Yankee Candle or otherwise. II. Workplace Conduct All directors, officers and employees are expected to conduct themselves in the workplace in a fair, honest and ethical manner. This involves not only complying with applicable laws and company policies but also treating colleagues and others in an appropriate manner and generally conducting yourself in a way that reflect positively on Yankee Candle. Conflicts of Interest Directors, officers and employees must always act in the best interests of the Company. You must refrain from engaging in any activity or having a personal interest that presents a conflict of interest, whether in practice or appearance A conflict of interest occurs when your outside activities or personal interests, or those of your immediate family members, interfere, or may appear to interfere, with your ability to objectively perform your job or act in the best interests of Yankee Candle. This means that you and your immediate family must not engage in any activity, relationship, position, or investment that interferes or reasonably could interfere with your ability to make honest, objective decisions for Yankee Candle. It is the responsibility of every director, officer and employee to avoid any relationship, influence, or activity that might impair, or even appear to impair, your ability to make sound business decisions. You must disclose all actual or potential conflicts of interest to your manager and consult with the General Counsel as necessary. Absent unusual circumstances, which would require approval by the Company s Chief Executive Officer (CEO) (or in the case of directors, the Board of Directors), you will be expected to avoid or eliminate any conflicts. Follow these guidelines in avoiding conflicts of interest. If other situations arise that are not addressed directly here, you should consult with your supervisor or the General Counsel. Relationships with Competitors No employee, officer or director shall perform services as a consultant, employee, officer, director or advisor or act in any other capacity for a direct competitor of the Company, other than services performed at the request of the Company. No employee, officer or director shall have any financial interest in a direct competitor of the Company, other than a financial interest representing less than one percent (1%) of the outstanding shares of such competitor if it is a publiclyheld company

3 Relationships with Customers and Vendors No officer (including those who are also inside directors) or employee shall perform services as a consultant, employee, officer, director (except as set forth immediately below) or advisor or act in any other capacity for a customer or vendor of the Company, other than services performed at the request of the Company. An officer or employee of Yankee Candle may serve as a member of the board of directors of a company that is a customer or vendor of Yankee Candle if and only if: (i) the company s annual sales to or purchases from Yankee Candle are less than 5% of the company s annual revenues, (ii) the company s annual sales to or purchases from Yankee Candle are less than 5% of Yankee Candle s annual revenues, (iii) you agree to recuse yourself from, and refrain from influencing directly or indirectly, any matter affecting the business relationship between the company and Yankee Candle and (iv) you disclose your appointment as director to the General Counsel and it is approved by the CEO, or in the case of an inside director, is approved by the Nominating and Governance Committee of the Board of Directors. An outside director of Yankee Candle may work for, consult to, advise, perform services for or serve on the board of directors of a company that is a customer or vendor of Yankee Candle if and only if: (i) the company s annual sales to or purchases from Yankee Candle are less than 5% of the company s annual revenues, (ii) the company s annual sales to or purchases from Yankee Candle are less than 5% of Yankee Candle s annual revenues, (iii) you agree to recuse yourself from, and refrain from influencing directly or indirectly, any matter affecting the business relationship between the company and Yankee Candle and (iv) you disclose your appointment as director to the Nominating and Governance Committee. No employee, officer or inside director shall have any financial interest in a company that is a customer or vendor of Yankee Candle, other than a financial interest representing less than one percent (1%) of the outstanding shares of such competitor if it is a publicly-held company. Any interest in a privately-held company that is a customer or vendor of Yankee Candle must be disclosed to the General Counsel and approved by the CEO, or in the case of any executive officers or directors, approved by the Nominating and Governance Committee. No outside director shall have any financial interest in a company that is a customer or vendor of Yankee Candle, other than a financial interest representing less than one percent (1%) of the outstanding shares of such competitor if it is a publiclyheld company, unless (i) the company s annual sales to or purchases from Yankee Candle are less than 5% of the company s annual revenues, (ii) the company s annual sales to or purchases from Yankee Candle are less than 5% of Yankee Candle s annual revenues, (iii) you agree to recuse yourself from, and refrain from influencing directly or indirectly, any matter affecting the business relationship between the company and Yankee Candle and (iv) you disclose your financial interest to the Nominating and Governance Committee. Any interest in a privately

4 held company that is a customer or vendor of Yankee Candle must be disclosed to and approved by the Nominating and Governance Committee. Family Relationships No employee, officer or director shall conduct business on behalf of Yankee Candle with any company owned or controlled by such person or a member of his or her family nor use his or her position with Yankee Candle to influence directly or indirectly any transaction or other matter affecting the business relationship between the company and Yankee Candle. No employee, officer or director shall directly supervise, review or directly or indirectly influence the job evaluation or compensation of a member of his or her immediate family. No employee, officer or director shall engage in any other activity or have any other interest that the Board of Directors of the Company determines to constitute a conflict of interest. It is your responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest to the Company s General Counsel. The Nominating and Governance Committee and/or the full Board of Directors shall be ultimately responsible for determining whether any particular transaction or relationship constitutes a conflict of interest. Insider Trading Some of you may from time to time become aware of certain inside information about Yankee Candle or one of its customers or vendors that is not yet known to the general public. Employees, officers and directors who have such material non-public information about Yankee Candle or other companies, including our vendors and customers, as a result of their relationship with Yankee Candle are prohibited by law and Company policy from buying or selling Yankee Candle stock or trading in the securities of such other companies, on the basis of the material nonpublic information. You are also prohibited from communicating such information to others who might trade on the basis of that information. You run the risk of being criminally prosecuted if you violate these laws. To help ensure that you do not engage in prohibited insider trading and avoid even the appearance of an improper transaction, the Company has adopted an Insider Trading Policy, which includes certain Company black-out periods during which all employees, officers and directors of the Company are prohibited from trading Yankee Candle stock. If you are uncertain about your ability in a particular circumstance to purchase or sell Company stock or the securities of any other company that you are familiar with by virtue of your relationship with the Company, you should consult with the Company s Chief Financial Officer or General Counsel before making any such purchase or sale. Equal Employment Opportunity; No Harassment Yankee Candle is committed to providing equal opportunity for all employees and qualified applicants without regard to race, color, religion, sex, age, sexual orientation, national origin, disability, marital or veteran status, or any other characteristic or status protected by applicable law

5 This policy applies to all terms and conditions of employment, including hiring, promotion, transfer, compensation, and termination. All directors, officers and employees are expected to comply with this policy at all times in their dealings with employees and applicants. Yankee Candle is committed to providing its employees with a working environment free from any form of sexual or discriminatory harassment. Each individual has the right to work in an environment which promotes equal opportunities and prohibits discriminatory practices, including sexual harassment. We take this matter very seriously, as an environment free from sexual or discriminatory harassment is not only required by law, but is a fundamental part of the culture and atmosphere of Yankee Candle. Yankee Candle will not tolerate, condone or allow discriminatory harassment, and all directors, officers and employees are responsible for ensuring that the workplace is free from all forms of discriminatory harassment. For more on the Company s policies and the related responsibilities of all employees with respect to equal employment opportunity and harassment, employees should refer to the Company s Employee Handbook. Safe Work Environment Yankee Candle is committed to providing its employees with a safe and healthy work environment. The Company has developed detailed safety policies and procedures for our various facilities, departments and locations in order to promote a safe environment and to prevent workplace injuries. Employees are responsible for following applicable procedures for their respective areas and for complying with all applicable health and safety laws and regulations. Any employee who becomes aware of a condition that he or she believes to be unsafe or hazardous should report the condition to a supervisor or department head. In keeping with the Company s commitment to provide and maintain a safe, productive and healthy workplace for all, it is unacceptable for any of our employees to work when their ability to function safely is diminished for any reason. While at work or on Company business, you must not use - or be under the influence of - any legal or illegal drugs or alcohol that could impair your job performance or safety or that of your co-workers. For more details on the Company s policies regarding substance abuse, employees should refer to the Company s Employee Handbook. Political Activities Yankee Candle supports participation in civic affairs and political activities. However, these affairs and activities must not create a conflict of interest with the Company nor interfere with the ability to perform your job requirements. Employees must recognize that involvement and participation in political activities is on an individual basis, on their own time, and at their own expense. When employees, officers or directors of the Company speak on public issues, they should make it clear to the audience that their comments are their own personal viewpoints. No employee, officer or director is authorized to contribute, directly or indirectly, any assets of the Company, including the use of any Company facilities, the work time of any employee, to any political activity, political office holder, party or campaign of any candidate for federal, state, or local office without obtaining the approval of the Company s Executive Committee

6 III. Relationships with Customers, Vendors and Others Employees, officers and directors should endeavor to deal honestly, ethically and fairly with the Company s suppliers, customers, competitors and employees. Statements regarding the Company s products and services must not be untrue, misleading, deceptive or fraudulent. Our reputation for honesty and integrity is critical to our success in the marketplace and must always be maintained. Purchasing Decisions All decisions to purchase materials or services from a particular supplier or vendor must be made in an objective and impartial manner based upon factors such as price, quality, reliability, delivery, service, adequacy of supply, business reputation and integrity, references, financial stability, ability to perform to Yankee Candle s standards and other factors deemed relevant by the Company. Purchasing decisions must never be made on the basis of personal relationships and friendships or the opportunity for personal gain. You are expected to avoid any action which would imply selection of a supplier on any basis other than that which is in the best interest of Yankee Candle. Illegal or Improper Payments Bribes and kickbacks are criminal acts, and Yankee Candle will not tolerate any business practices that create even the appearance of such an impropriety. No director, officer or employee must ever offer anything of value to a customer, vendor, government official, or other third party to obtain any improper advantage in selling goods and services, conducting financial transactions, or representing the Company's interests. This policy applies not only to direct payments, but also to indirect payments, payments in kind and payments to third parties (such as brokers, sales representatives or manufacturer's representatives). Anyone receiving a solicitation for such a payment by any vendor or customer of Yankee Candle in exchange for a promise of favorable treatment should immediately report such activity to the Company s General Counsel. Gifts and Gratuities As a general rule, no director, officer or employee of Yankee Candle, or any member of his or her immediate family, should give or accept any gifts or entertainment to or from customers, vendors, or other parties seeking to do business with Yankee Candle, unless such gifts or entertainment are infrequently given or received and are of nominal value (i.e., less than $100). Any gifts that are not of nominal value should be returned immediately and reported to your supervisor. If immediate return is not practical, they should be given to the Company for charitable disposition or such other disposition as the Company believes appropriate in its sole discretion. The use of Company funds or assets for gifts, gratuities or other favors to employees or government officials is prohibited, except to the extent such gifts are in compliance with applicable law, nominal in amount and not given in consideration or expectation of any action by the recipient. The Company recognizes, however, that given the nature of certain business relationships it may be reasonable and customary to occasionally offer or accept gifts such as reasonable business meals or tickets to sporting events, shows or similar types of events. Entertainment of this nature will generally not be considered to be improper so long as it occurs infrequently, does not involve - 6 -

7 excessive expenditures and is intended to serve legitimate business goals. Directors, officers and employees are expected to use good judgment in offering or accepting such gifts. In no circumstances should such entertainment be considered an inducement to obtaining business opportunities or advantages from Yankee Candle. The following types of gifts are not permitted and may not be accepted by any officer or employee of Yankee Candle from a customer, vendor or other party seeking to do business with the Company: Gifts of cash, cash equivalents or securities, regardless of amount (excluding any gift certificates that are redeemable for good and services or meals so long as the value is $100 or less); and Payment for commercial transportation, air travel, lodging or other travel expenses, unless for a legitimate business purposes and approved in advance by the appropriate member of the Company s Executive Committee or, in the case of a member of the Executive Committee, by the CEO. In addition, there are very specific rules regarding gifts to and from government officials, both here in the U.S. and internationally. No gifts of any kind or amount are to be given to or accepted from any local, state or federal government official without first consulting with the Legal Department. Fair and Lawful Competition Yankee Candle is committed to competing aggressively in the marketplace, provided that we do so fairly, ethically and in accordance with all applicable laws governing trade and competition. The antitrust laws of the United States, and those of other countries, are very complex and a full summary of them is beyond the scope of this Code. All those whose job duties involve dealings with competitors, distributors and wholesale customers are responsible for understanding the basic requirements of antitrust law and recognizing when your actions may be subject to the various antitrust laws. We urge you to consult with your manager or with the Legal Department if you have any questions in this regard. The following are some examples of matters that would constitute violations of the antitrust laws and which must therefore be avoided: Agreements with competitors to fix prices Agreements with competitors to boycott specific suppliers or customers Agreements with competitors to allocate products, markets or territories Agreements with customers to fix resale prices Agreements with suppliers to fix the price at which Yankee Candle may resell a product - 7 -

8 Violations of U.S. and other antitrust laws may lead to serious criminal and civil penalties for both Yankee Candle and the individual. You must therefore consult with the Legal Department prior to proposing or entering into any agreements with a competitor or any other business arrangements which may raise competition issues. You should report to the General Counsel any instance in which other companies, particularly competitors, initiate discussions regarding any of these matters. International Business Employees who engage in international business are responsible for knowing and complying with both the laws and regulations of the countries in which those businesses operate and the U.S. laws and regulations that apply outside U.S. borders. For example, the Foreign Corrupt Practices Act, as well as the laws of most other countries, prohibit giving anything of value to foreign government officials or their families to influence decisions. In some situations, U.S. law may conflict with local customs or local law may be more restrictive than U.S. laws or company policy. If you ever encounter this, follow the more restrictive law, custom, or policy. Contact the Legal Department for further information and guidance. IV. Protecting Yankee Candle s Financial Integrity and Business Assets Our reputation for integrity is one of our most valuable assets, and every director, officer and employee is personally responsible for protecting that reputation. The Company must also protect its other business assets, including all proprietary or confidential information, intellectual property and other such assets. Accuracy of Books and Records and Public Reports Employees, officers and directors must honestly and accurately report all business transactions. You are responsible for the accuracy of your records and reports. Accurate information is essential to the Company s ability to meet legal and regulatory obligations. Yankee candle maintains a system of internal controls to assure appropriate authorization, recording and accountability of the Company's assets. This internal control system is never to be intentionally circumvented. All Company books, records and accounts shall be maintained in accordance with all applicable regulations and standards and accurately reflect the true nature of the transactions they record. The financial statements of the Company shall conform to generally accepted accounting rules and the Company s accounting policies. No undisclosed or unrecorded account or fund shall be established for any purpose. No false or misleading entries shall be made in the Company s books or records for any reason, and no disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation. The improper use of Company funds or accounting for Company transactions is prohibited. No payment on behalf of the Company shall be made with the understanding that it will or might be used for something other than the stated purpose. All payments must be made for clear and valid business purposes and not be in violation of any local or national laws

9 It is the policy of the Company to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission and in other public communications. Confidentiality Employees, officers and directors must maintain the confidentiality of confidential information entrusted to them by the Company or other companies, including our suppliers and customers, except when disclosure is authorized by a supervisor or legally mandated. Unauthorized disclosure of any confidential information is prohibited. Additionally, employees should take appropriate precautions to ensure that confidential or sensitive business information, whether it is proprietary to the Company or another company, is not communicated within the Company except to employees who have a need to know such information to perform their responsibilities for the Company. Third parties may ask you for information concerning the Company. Employees, officers and directors (other than the Company s authorized spokespersons) must not discuss internal Company matters with, or disseminate internal Company information to, anyone outside the Company, except as required in the performance of their Company duties and after an appropriate confidentiality agreement is in place. This prohibition applies particularly to inquiries concerning the Company from the media, market professionals (such as securities analysts, institutional investors, investment advisers, brokers and dealers) and security holders. All responses to inquiries on behalf of the Company must be made only by the Company s authorized spokespersons. If you receive any inquiries of this nature, you must decline to comment and refer the inquirer to your supervisor or one of the Company s authorized spokespersons. Communications with investors and securities analysts should be referred to the office of the Company s Chief Financial Officer. All other media or similar inquiries should be referred to the Company s Director of Public Relations. Customer requests for information should be handled only by an authorized manager. You also must abide by any lawful obligations that you have to your former employer. These obligations may include restrictions on the use and disclosure of confidential information, restrictions on the solicitation of former colleagues to work at the Company and non-competition obligations. The Company s General Counsel should be consulted whenever there is a question concerning disclosure of proprietary or confidential information. Protection and Proper Use of Corporate Assets Employees, officers and directors should seek to protect the Company s assets. Theft, carelessness and waste have a direct impact on the Company s financial performance. Employees, officers and directors must use the Company s assets and services solely for legitimate business purposes of the Company and not for any personal benefit or the personal benefit of anyone else. Employees, officers and directors must advance the Company s legitimate interests when the opportunity to do so arises. You must not take for yourself personal opportunities that are discovered through your position with the Company or the use of property or information of the Company

10 For more information on the proper use of Company assets, resources and property, including its computer network, and internet systems and other such assets and resources, employees should refer to the Company s Employee Handbook. Intellectual Property Intellectual property, including our trade secrets, trademarks, copyrights, and other proprietary information, is one of the Company s most valuable assets. You must keep confidential all intellectual property or proprietary information you receive or discover during your relationship with Yankee Candle. Marketing plans, budgets, pricing information, customer lists, unpublished financial information, and store opening and expansion plans are just a few examples of the type of information you need to protect. Disclosure of this information could put Yankee Candle at a significant disadvantage with respect to its competition. In addition, in some instances disclosure of information of this type is prohibited by law and could subject you and/or the Company to legal liability. Before you disclose any such information to a third party, even for legitimate business purposes, you must obtain from such party a nondisclosure agreement approved by the Legal Department. Contract Authorization Policy As part of its internal control structure, Yankee Candle has adopted a set of guidelines regarding approval authority and required documentation related to contracts and the commitment and/or payment of Company cash or other assets. All directors, officers and employees are responsible for complying with the approval authority policy and no agreements, contracts, commitments of cash or other such arrangements shall be entered into except as provided therein. V. Administration of the Code; Reporting Violations The Company s General Counsel, acting as Compliance Officer, shall be primarily responsible for the administration and oversight of the Code and all compliance matters relating to the Code. The General Counsel shall, among other responsibilities: oversee and monitor the implementation of the Code; develop and coordinate training programs designed to make all employees aware of the Code and its requirements; oversee and monitor performance under the Code; investigate all reports of violations and concerns, as more fully set forth below; prepare and submit periodic reports as necessary or appropriate to (i) the Company s Executive Committee and (ii) the Board of Directors, including the Nominating and Governance Committee and the Audit Committee; and periodically review and propose revisions to the Code. The Nominating and Governance Committee of the Board of Directors shall provide general oversight of the Code and shall review and evaluate all material reports or inquiries made

11 pursuant to the Code relating to a Director, the CEO or an executive officer of the Company. The Committee shall review and resolve any conflict of interest situations involving a Director, the CEO or an executive officer of the Company, and shall review and approve or deny any requests from any such party for a waiver from the Code. The Committee shall advise and consult with the full Board as to all such matters as it deems appropriate. All matters relating to audit and accounting concerns shall be referred to the Audit Committee as set forth below. Reporting and Compliance Procedures Every employee, officer and director has the responsibility to ask questions, seek guidance, report suspected violations and express concerns regarding compliance with this Code. Any employee, officer or director who believes that any other employee or representative of the Company has engaged or is engaging in Company-related conduct that violates applicable law or this Code should report such information immediately. You may report any suspected violations or concerns to any of the following: Your supervisor or manager (who shall in turn report to the General Counsel) Your human resources representative (who shall in turn report to the General Counsel) Any member of the Company s Executive Committee (who shall in turn report to the General Counsel) The Company s General Counsel: James Perley Vice President and General Counsel The Yankee Candle Company, Inc. 16 Yankee Candle Way South Deerfield, MA (413) (413) (fax) Yankee Candle s toll-free Ethics Reporting Hotline: (888) Yankee Candle s Ethics Reporting Line: Any supervisor who receives a report of a violation of this Code must immediately inform the General Counsel. You may report such conduct openly without fear of retaliation. Yankee Candle will not tolerate retaliation against anyone who in good faith reports a violation or suspected violation of this Code. This means that the Company will not discipline, discriminate against, or retaliate against any employee for voicing ethical or legal concerns or reporting violations so long as you act honestly and in good faith. While it is our hope to address potential violations internally, nothing in

12 this Code should discourage you from reporting illegal conduct to an appropriate government authority. You may also report violations of this Code, on a confidential or anonymous basis, by contacting the Company s General Counsel by fax, phone or mail (see contact information above) or by using the Company s Ethics Reporting Hotline or Ethics reporting Line detailed above. While we prefer that you identify yourself when reporting violations so that we may follow up with you, as necessary, for additional information, you may leave messages anonymously if you wish. Yankee Candle will handle all reported violations or suspected violations of this Code promptly, professionally and with as much confidentiality as possible. If the General Counsel receives information regarding an alleged violation of this Code, he shall evaluate such information in order to determine whether it is necessary to conduct an informal inquiry or a formal investigation. In making this determination, the General Counsel may consult with such members of management and/or the Board as may be necessary or appropriate. If it is determined that an informal inquiry or a formal investigation is required, the General Counsel shall initiate and oversee the inquiry or investigation and in so doing shall coordinate with appropriate members of management. Depending on the nature and circumstances of a particular issue, a complaint or inquiry may be addressed by any one or a combination of the following departments: Human Resources, Internal Audit, Legal, or Loss Prevention. If the alleged violation involves an executive officer or a director, the General Counsel shall promptly inform the Chief Executive Officer and the Nominating and Governance Committee of the Board of Directors of the alleged violation, unless it is determined by the General Counsel to be without merit. Employees, officers and directors are expected to cooperate fully with any inquiry or investigation by the Company regarding an alleged violation of this Code. Failure to cooperate with any such inquiry or investigation may result in disciplinary action, up to and including discharge. The Company will not tolerate any form of retaliation against someone that cooperates or participates in an investigation. The General Counsel shall report the results of any such inquiry or investigation, together with a recommendation as to disposition of the matter, to the Company s Executive Committee for action, or if the alleged violation involves an executive officer or a director, shall report the results of any such inquiry or investigation to the CEO and the Nominating and Governance Committee. The Company shall determine in its discretion whether violations of this Code have occurred and, if so, shall determine the disciplinary measures to be taken against any employee who has violated this Code. Depending on the nature and severity of the violation, such disciplinary action may include, but is not limited to, reprimands, warnings, probation, suspension, demotions, reductions in salary, discharge, and restitution. Certain violations also may require Yankee Candle to refer the matter to the appropriate criminal or civil authorities for investigation or prosecution. Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report it, also will be subject to disciplinary action, up to and including discharge. In the event that the alleged violation involves an executive officer or a director, the Chief Executive Officer and the Nominating and Governance Committee shall determine whether a

13 violation of this Code has occurred and, if so, shall determine what disciplinary measures are appropriate. Concerns Regarding Accounting or Auditing Matters Employees with concerns or complaints regarding questionable accounting or auditing matters or internal accounting controls may confidentially, and anonymously if they wish, submit such concerns or complaints by contacting any of the following: The Company s General Counsel: James Perley Vice President and General Counsel The Yankee Candle Company, Inc. 16 Yankee Candle Way South Deerfield, MA (413) (413) (fax) Yankee Candle s toll-free Ethics Reporting Hotline: (888) Yankee Candle s Ethics Reporting Line: All such concerns and complaints will be forwarded to the Audit Committee of the Board of Directors, unless they are determined to be without merit by the General Counsel and Chief Financial Officer of the Company. In any event, the General Counsel will maintain a comprehensive list of all complaints or concerns regarding accounting, internal accounting controls or auditing matters and shall provide a report regarding such matters to the Audit Committee each fiscal quarter. The Audit Committee will evaluate the merits of any concerns or complaints received by it and authorize such follow-up actions, if any, as it deems necessary or appropriate to address the substance of the concern or complaint. The Company will not discipline, discriminate against or retaliate against any employee who reports a complaint or concern in good faith. Waivers of this Code of Business Conduct and Ethics As a general rule, Yankee Candle will not permit any exceptions to the policies outlined in this Code. However, if you feel that an exception would be appropriate for you in a particular instance, consult with your supervisor or manager. If your supervisor or manager agrees that an exception is appropriate, you must then obtain the approval of the General Counsel. In considering such a request, the General Counsel will consult with the Company s Executive Committee as appropriate. In the case of executive officers and directors, you should consult directly with the General Counsel when seeking a waiver or exception to any of the policies in this Code. The General

14 Counsel will escalate all such requests to the Nominating and Governance Committee of the Board of Directors, which will be solely responsible for granting or denying them. To the extent a waiver is granted or there is a change to this Code that applies to executive officers or directors, it will be disclosed as required by law or regulation. The General Counsel shall maintain a complete record of all requests for waivers and exceptions to this Code, including the nature of the request and the outcome, regardless of the level of the person seeking the waiver. Acknowledgment This Code shall be distributed to each new employee, officer and director of the Company upon commencement of his or her employment or other relationship with the Company and shall also be distributed annually to each employee, officer and director of the Company. Each employee, officer and director shall certify that he or she has received the Code and acknowledge his or her responsibility to read, understand and abide by its provisions. This document is not an employment contract between the Company and any of its employees, officers or directors and does not alter the Company s at-will employment policy or otherwise create enforceable contractual rights. The Company reserves the right to amend, alter or terminate this Code at any time for any reason. Any material change or change affecting executive officers or directors shall be approved by the Nominating and Governance Committee and disclosed in accordance with applicable law. [End of Code]

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