ELIZABETH ARDEN CORPORATE GOVERNANCE >
SUPPLEMENTAL CODE OF ETHICS FOR THE DIRECTORS, EXECUTIVE AND FINANCE OFFICERS

Overview and Purpose

This Code of Ethics is applicable to the Board of Directors (the "Board"), the Chief Executive Officer ("CEO"), the Chief Financial Officer ("CFO") and other executive and finance officers of Elizabeth Arden, Inc. and its subsidiaries (collectively the "Company") identified below.

The Company has also adopted a Code of Business Conduct (the "Business Conduct Code") that applies to all employees of the Company. The CEO, CFO and other executive and finance officers of the Company that are subject to this Code of Ethics are also subject to the Business Conduct Code. The provisions of this Code of Ethics shall take precedence over and supercede any provisions to the contrary contained in the Business Conduct Code. In adopting both this Code of Ethics and the Business Conduct Code, the Company has recognized the vital importance to the Company of conducting its business subject to the highest ethical standards and in full compliance with all applicable laws and, even where not required by law, with the utmost integrity and honesty.

Persons Covered by this Code of Ethics

This Code of Ethics is applicable to each director, executive officer and each officer of the Company having any or all of the following responsibilities and/or authority, regardless of formal title: the CEO, President, CFO, General Counsel, Senior Vice President of Finance, Treasurer, Vice President of Taxation, Vice President of Finance and Corporate Controller, the Director of Accounting Operations, any Assistant General Counsel responsible for finance matters, any Assistant Controller and any regional or business unit financial officer (the executive officers, directors and such other officers each, a "Covered Person"). Throughout this Code of Ethics Covered Person is also referred to as "you" or "your."

General Principles

In all of your dealings on behalf of, or with, the Company, you must:

• Engage in and promote honest and ethical conduct, including by avoiding actual or potential conflicts of interest between personal and business or professional relationships;
• Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing your independent judgment to be subordinated to the judgment of others;
• Produce full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the U. S. Securities and Exchange Commission (the "SEC"), and in other public communications;
• Comply with all applicable governmental laws, rules and regulations (including, but not limited to, those relating to disclosure of the business activities and/or performance of the Company);
• Promptly report violations of this Code of Ethics, or of the Business Conduct Code, by a Covered Person, to the appropriate persons;
• Protect the confidentiality of non-public information about the Company and its customers, suppliers or other third parties, and prevent the unauthorized disclosure of such information unless required by law;
• Ensure the responsible use of, and control over, all Company assets and resources entrusted to your care; and
• Assume accountability for compliance with, and the interpretation and enforcement of, this Code of Ethics.

Implementing Policies and Procedures

In furtherance of the general principles stated above, you must adhere to the following set of implementing policies and procedures:

1. Avoidance and Handling of Conflict of Interest Situations
   
   You are expected to avoid whenever practicable situations where your personal interests may conflict with, or be reasonably perceived to conflict with, the best interests of the Company and, where it is not possible to avoid an actual or apparent conflict of interest, to act in a manner expected to protect and advance the Company's sole best interest.
   
   Accordingly, you:
   
   
   • are not permitted to compete, either directly or indirectly, with or against the Company;
   • are not permitted to receive compensation in connection with services performed relating to any transaction entered into by the Company, other than compensation received in the ordinary course of your employment by the Company or in connection with the performance of your duties as a director of the Company;
   • should avoid making any personal investment, acquiring any personal financial interest or entering into any association that interferes, might interfere, or might reasonably be thought to interfere, with your independent exercise of judgment on behalf of the Company and in its best interests; and
   • take or otherwise appropriate for your personal benefit, or for the benefit of any other person or enterprise, any opportunity or potential opportunity that arises or may arise in any line of business in which the Company engages or is considering engaging without first notifying and obtaining the written approval of the Company's General Counsel or his/her designee.
   
   To protect and advance the interests of the Company in any situation where the interests of the Company and your interests may conflict or be perceived to conflict, it will generally be necessary for you to cease to be involved in dealing with such situation on behalf of the Company and for another director, officer or employee of the Company to act on the matter on behalf of the Company.
   
   There is no "bright-line" test for, or comprehensive definition of what constitutes, a conflict of interest, although the minimum standard is compliance with all applicable laws, this Code of Ethics, and the Business Conduct Code. Accordingly, while not every situation that may give rise to a conflict of interest can be enumerated either in this Code of Ethics or the Business Conduct Code, you must treat as a conflict of interest any situation in which you, or any person with whom you have a personal relationship, including but not limited to a family member, in-law, business associate, or a person living in your personal residence:
   
   
   • solicits or accepts, directly or indirectly, from customers, suppliers or others dealing with the Company any kind of gift or other personal, unearned benefit as a result of your position with the Company (other than non-monetary items that are consistent with common business practices and do not interfere with your judgment and the best interests of the Company);
   • has any known financial interest in any competitor, customer, supplier or other party dealing with the Company (other than actual ownership of: (i) any interest in a publicly traded mutual fund that holds an interest in such a company, or (ii) publicly traded securities of such a company in the aggregate amount of not greater than 1% of the outstanding common stock of such company);
   • has a consulting, managerial or employment relationship in any capacity with a competitor, customer, supplier or other party dealing with the Company, including the provision of voluntary services; or
   • acquires, directly or indirectly, real property, leaseholds, patents or other property or rights in which the Company has, or you know or have reason to believe at the time of acquisition that the Company is likely to have, an interest.
   
   
2. Full, Fair and Timely Disclosure; Adequacy of Disclosure Controls and Procedures and Internal Control Over Financial Reporting
   
   You are responsible under the federal securities laws and this Code of Ethics for assuring accurate, full, fair, timely and understandable disclosure in all of the Company's public communications, including but not limited to any report or other document filed with or submitted to the SEC or other governmental agency or entity, or in a press release, investor conference or any other medium in which you purport to communicate on behalf of the Company. Accordingly, it is your responsibility to promptly bring to the attention of the General Counsel of the Company or the Chairman of the Audit Committee any credible information of which you become aware that would place in doubt the accuracy and completeness in any material respect of any disclosures of which you are aware that have been made, or are to be made, directly or indirectly by the Company in any public SEC filing or submission or any other formal or informal public communication, whether oral or written (including but not limited to a press release).
   
   In addition, you are responsible for promptly bringing to the attention of the General Counsel or the Chairman of the Audit Committee any credible information of which you become aware that indicates any deficiency in the Company's internal control over financial reporting within the meaning of Section 404 of the Sarbanes-Oxley Act and the SEC's implementing rules, and/or the Company's disclosure controls and procedures for preparing SEC reports or other public communication as mandated by Section 302 of the Sarbanes-Oxley Act and the SEC's implementing rules, even if a materially inaccurate or incomplete disclosure by or on behalf of the Company has not resulted or is not expected imminently to result from such deficiency.
   
   You are reminded, moreover, that the Company is required by law and its Business Conduct Code to keep books and records that accurately and fairly reflect its business operations, its acquisition and disposition of assets and its incurrence of liabilities, as part of a system of internal accounting controls that will ensure the reliability and adequacy of these books and records.
   
   
3. Compliance with the Code of Ethics; Violations of Law
   
   You are required to promptly bring to the attention of the Chairman of the Audit Committee or the General Counsel (or such other person as may be designated by the Board from time to time) any credible information you may receive or become aware of indicating:
   
   
   • that any violation by a Covered Person of this Code of Ethics either has occurred, may be occurring, or is imminent;
   • that any violation of the U.S. federal securities laws or any rule or regulation thereunder by a Covered Person has occurred, may be occurring, or is imminent; or
   • that any violation by a Covered Person of any other law, rule or regulation applicable to the Company has occurred, is occurring or is imminent.
   
   If you have any concerns or complaints regarding matters under this section ("Complaint"), you should submit a Complaint according to the following procedures. The following procedures have been established by the Audit Committee of the Company's Board of Directors to receive, retain, investigate and act on the Complaints.
   
   The General Counsel has been authorized by the Audit Committee of the Company's Board of Directors to receive and investigate the Complaint. In this capacity, the General Counsel provides counsel to, and acts under the authority of, the Audit Committee.
   
   The Complaint may be made to the General Counsel as follows:
   
   
   • in writing to the attention of
     
     General Counsel,
     c/o Elizabeth Arden, Inc.
     2400 S.W. 145th Ave,
     Miramar, FL 33027;
     
     
   • via email to oemarina@elizabetharden.com; or
   • for those employees who wish to protect their anonymity and the confidentiality of their communications to the Audit Committee, via the General Counsel Hotline as follows:
     
     
     • Via telephone or fax at (+1) 305-675-0535, or
     • Via email: hotline@elizabetharden.com.
     
     
   The Complaint may also be made directly to the Chairman of the Audit Committee in writing and marked CONFIDENTIAL AND URGENT MATTER as follows:
   
   To the attention of
   Fred Berens, Chairman of the Audit Committee,
   Elizabeth Arden, Inc.,
   2400 S.W. 145th Ave,
   Miramar, FL 33027.
   
   The Chairman of the Audit Committee may, in his discretion, return the Complaint to the General Counsel for investigation in accordance with these procedures, or retain the matter for investigation by the Audit Committee.
   
   In the event the Complaint involves or implicates the General Counsel, the General Counsel will promptly recuse himself or herself from the investigation and inform the Audit Committee in writing. The Audit Committee will thereafter promptly appoint impartial attorneys to investigate the Complaint. In addition, at any time the Audit Committee may, in its discretion, determine that it, and not the General Counsel, should initiate and/or assume the investigation of any Complaint.
   
   The General Counsel will promptly investigate the Complaint and report the results of the investigation, in writing, to the Audit Committee (an "investigation report"). Such report will describe the Complaint, the steps taken in the investigation, any factual findings, and the recommendations for corrective action, if any. The General Counsel will be free in his discretion to engage outside auditors, counsel or other experts to assist in the investigation and in the analysis of results. The General Counsel may delegate investigatory responsibility to one or more persons, including persons who are not employees of the Company. All investigations will be conducted in a confidential manner, so that information will be disclosed only as needed to facilitate review of the investigation materials or otherwise as required by law.
   
   The Audit Committee will review any investigation reports and will have the authority to direct that the appropriate corrective action be taken by the Company in response to any Complaint. The Audit Committee will be free in its discretion to engage outside auditors, counsel or other experts to assist in the evaluation of any results of any investigation into a Complaint, and the Company will pay all fees of such auditors, counsel and experts. Each Covered Person is expected to cooperate in the investigation of a Complaint.
   
   The Audit Committee, the General Counsel and the Company's management will not retaliate or attempt to retaliate, and the Company will not tolerate any retaliation or attempted retaliation by any other person or group, directly or indirectly, against anyone who, in good faith, makes a Complaint or provides assistance to the Audit Committee, the General Counsel or management or any other person or group, including any governmental, regulatory or law enforcement body, investigating or otherwise helping to resolve a Complaint.
   
   Each Covered Person is expressly authorized to make a Complaint using the procedures described in this Code of Ethics on a confidential or anonymous basis. All Complaints received from a Covered Person will be treated confidentially, to the extent reasonable and practicable under the circumstances.
   
   The General Counsel will retain on a strictly confidential basis for a period of seven years (or otherwise as required under the Company's record retention policies in effect from time to time) all records relating to any Complaint and to the investigation and resolution thereof. All such records are the Company's confidential information and are protected by attorney-client privilege and/or the attorney work product doctrine.
   
   A completed acknowledgment confirming your understanding and responsibility in adhering to this Code of Ethics will be obtained from all Covered Persons promptly after the approval of this Code of Ethics by the Board or an individual becoming a Covered Person, as pertinent, and, thereafter on an annual basis. All such certificates will be made available to the Audit Committee or full Board, upon request.
   
   
4. Independent Auditors
   
   You are prohibited from directly or indirectly taking any action to fraudulently influence, coerce, manipulate or mislead the Company's independent public auditors for the purpose of rendering the financial statements of the Company misleading.
   
   
5. Amendments to and Waivers of the Code of Ethics
   
   Where an amendment to or waiver of this Code of Ethics may be necessary or appropriate with respect to a Covered Person, such person shall submit a request for approval to the Board, through the General Counsel. Only the Board, or a duly authorized committee of the Board, may grant waivers from compliance with this Code of Ethics or make amendments to this Code of Ethics. To the extent required by applicable law or the requirements of the Nasdaq Stock Market, Inc. ("Nasdaq") for certain of the Covered Persons, waivers, including implicit waivers, and amendments will be publicly disclosed and such waiver, implicit waiver or amendment of this Code of Ethics may not become effective until such public disclosure is made. For this purpose, a "waiver" means the approval by the Board of a material departure from a provision of this Code of Ethics and an "implicit waiver" means the failure of the Board to take action within a reasonable period of time regarding a material departure from a provision of this Code of Ethics after any Covered Person has become aware of such material departure.
   
   If the Board, or a duly authorized committee of the Board, decides to grant a waiver from this Code of Ethics, it will ensure that, if the circumstances warrant, the waiver is accompanied by appropriate controls designed to protect the Company from the risks of the transaction with respect to which the waiver is granted. The General Counsel will be advised of the waiver for the purposes of ensuring prompt disclosure of the waiver and modification (if required) of the Company's disclosure controls or procedures in light of the waiver.
   
   
6. Sanctions for Violations
   
   In the event of a violation of this Code of Ethics by a Covered Person, the Board or the Audit Committee, as appropriate, will determine the appropriate actions to be taken after considering all relevant facts and circumstances. Such actions will be reasonably designed to:
   
   
   • deter future violations of this Code of Ethics or other wrongdoing; and
   • promote accountability for adherence to the policies of this Code of Ethics and other applicable policies.
   
   In determining the appropriate sanction in a particular case, the Board, the Audit Committee or the Company's management, as appropriate, may consider the following matters:
   
   
   • the nature and severity of the violation;
   • whether the violation was a single occurrence or repeated occurrences;
   • whether the violation appears to have been intentional or inadvertent;
   • whether the individual(s) involved had been advised prior to the violation as to the proper course of action; and
   • whether or not the individual in question had committed other violations in the past.
   
   You are reminded that violations of this Code of Ethics may also constitute violations of law that may result in civil or criminal penalties against you and/or the Company.