Finance Code of Professional Conduct

The CEO, the CFO and Finance organization employees of GSI Commerce, Inc. and its subsidiaries ("GSI") are expected to abide by this Code as well as all applicable GSI employee handbooks relating to areas covered by this Code. Any violations of this Code may result in disciplinary action, up to and including termination of employment.

All employees covered by this Finance Code of Professional Conduct will:

  • Act with honesty and integrity, avoiding actual or apparent conflicts of interest in their personal and professional relationships.
  • Provide constituents with information that is accurate, complete, objective, relevant, timely and understandable, including in GSI’s filings with and other submissions to the U.S. Securities and Exchange Commission.
  • Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.
  • Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one’s independent judgment to be subordinated.
  • Respect the confidentiality of information acquired in the course of one’s work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of one’s work will not be used for personal advantage.
  • Share knowledge and maintain professional skills important and relevant to constituents’ needs.
  • Proactively promote ethical behavior as a responsible team member among peers.
  • Achieve responsible use, control, and stewardship over all GSI assets and resources that are employed or entrusted.
  • Not unduly or fraudulently influence, coerce, manipulate, or mislead any authorized audit or interfere with any auditor engaged in the performance of an internal or independent audit of GSI financial statements or accounting books and records.
  • Be accountable for adhering to this Code.

If any GSI employee becomes aware of any suspected or known violations of this Finance Code of Professional Conduct or any other GSI policy or guideline, he or she has a duty to promptly report such concerns to the General Counsel, the Senior Vice President of Human Resources, or the Chairperson of the Audit Committee of the Board of Directors.

If any GSI employee has a concern about a questionable accounting, internal auditing control or auditing matter and wish to submit the concern confidentially, he or she may do so by sending an e-mail to directors@gsipartners.com. All emails will be received with the senders’ addresses removed and thus will be received anonymously unless the senders choose to include their name in the text of the email messages. GSI employees may also send a letter reporting their concern to GSI’s General Counsel or the Chairperson of the Audit Committee at the following address: GSI Commerce, Inc., 935 First Avenue, King of Prussia, PA 19406, Attn: Corporate Secretary.

It is GSI’s intention that this Finance Code of Professional Conduct be its written code of ethics under Section 406 of the Sarbanes-Oxley Act of 2002 complying with the standards set forth in Securities and Exchange Commission Regulation S-K Item 406.

This Code is a statement of certain fundamental principles, policies and procedures of GSI. It does not create any rights in any employee, customer, stockholder, partner, vendor or any other person or entity.

Waivers granted pursuant to the Finance Code of Professional Conduct: None