Corporate Governance



As adopted by the Board of Directors of NUMBER HOLDINGS, INC. on May 25, 2017

A. Scope.

This Code of Business Conduct and Ethics applies to all directors, officers and employees of 99 Cents Only Stores LLC, its parent, Number Holdings, Inc. and each of its subsidiaries. Such directors, officers and employees are referred to herein collectively as the “Covered Parties.” 99 Cents Only Stores LLC and its parent and subsidiaries are referred to herein collectively as the “Company.”

B. Purpose.

This Code of Business Conduct and Ethics serves to (1) emphasize the Company’s commitment to ethics and compliance with the law; (2) set forth basic standards of ethical and legal behavior; (3) provide reporting mechanisms for known or suspected ethical or legal violations; and (4) help prevent and detect wrongdoing.

Given the variety and complexity of ethical questions that may arise in the Company’s course of business, this Code of Business Conduct and Ethics serves only as a rough guide. Confronted with ethically ambiguous situations, the Covered Parties should remember the Company’s commitment to the highest ethical standards and seek advice from supervisors, managers or other appropriate personnel to ensure that all actions they take on behalf of the Company honor this commitment.

C. Ethical Standards.

1. Conflicts of Interest.

Covered Parties should avoid conflicts of interest. A conflict of interest exists when a person’s private interest interferes in any way – or even appears to interfere – with the interests of the Company. A conflict can arise when a Covered Party takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Loans to, or guarantees of obligations of, Covered Parties and their family members may create conflicts of interest. It is almost always a conflict of interest for a Covered Party to work simultaneously for a competitor, customer or supplier.

Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with your supervisor or manager or, if circumstances warrant, the Company’s General Counsel or Senior Vice President of Human Resources. Any Covered Party who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in Section E of this Code.

All directors and executive officers of the Company shall disclose any material transaction or relationship that reasonably could be expected to give rise to such a conflict to the Company’s Audit Committee. No action may be taken with respect to such transaction or party unless and until such action has been approved by the Audit Committee.

2. Corporate Opportunities.

Covered Parties are prohibited from taking for themselves opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors of the Company. No Covered Party may use corporate property, information or position for improper personal gain or compete with the Company directly or indirectly. Covered Parties owe a duty to the Company to advance its legitimate interests whenever possible.

3. Fair Dealing.

Covered Parties shall behave honestly and ethically at all times and with all people. They shall act in good faith, with due care, and shall engage only in fair and open competition, by treating ethically competitors, suppliers, customers, and colleagues. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. No Covered Party should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers.  No gift, meal invitation or entertainment should ever be offered or accepted by a Covered Party or any family member of a Covered Party unless it (a) is consistent with customary business practices, (b) is not excessive in value, (c) cannot be construed as a bribe or payoff and (d) does not violate any laws or regulations. The offer or acceptance of cash gifts by any Covered Party is prohibited. Covered Parties should discuss with their supervisors, managers or other appropriate personnel any gifts or proposed gifts which they think may be inappropriate.

[The intent of this policy is not to disallow legitimate business meals.  Its purpose is to avoid accepting a meal invitation that is extended for an inappropriate purpose. For meals in foreign countries, see paragraph 8 below, “Improper Influence.”].

4. Insider Trading.

Covered Parties who have access to confidential information are not permitted to use or share that information for securities trading purposes or for any other purpose except the conduct of the Company’s business. All non-public information about the Company should be considered confidential information.

You may be subject to federal or state securities law liability if you trade in the securities of the Company and its business partners while in possession of material, non-public information, or if you communicate or “tip” such information to others.

5. Confidentiality.

Covered Parties must maintain the confidentiality of confidential information entrusted to them, except when disclosure is authorized by an appropriate officer of the Company or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors or harmful to the Company or its customers if disclosed. It also includes information that suppliers and customers have entrusted to the Company. The obligation to preserve confidential information continues even after employment ends.

6. Protection and Proper Use of Company Assets.

All Covered Parties should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. The Company’s assets should be used for legitimate business purposes.

The obligation of Covered Parties to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, trademarks, and copyrights, as well as business and marketing plans, databases, business records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy.  It could also be illegal and result in civil or criminal penalties.

7. Compliance with Laws, Rules and Regulations.

In conducting the business of the Company, the Covered Parties shall comply with applicable governmental laws, rules and regulations at all levels of government in the United States and in any non-U.S. jurisdiction in which the Company does business. Although not all Covered Parties are expected to know the details of these laws, it is important to know enough about the applicable local, state and national laws to determine when to seek advice from supervisors, managers or other appropriate personnel.

8. Improper Influence.

All Covered Parties must comply with the Company policy, the U.S. Foreign Corrupt Practices Act (“FCPA”), other local anti-bribery and anti-corruption regulations that prohibit the Company and its directors, officers, employees and agents from corruptly offering or giving anything of value (including meal invitations and entertainment) in violation of such laws. Under the FCPA, a director, officer, employee or agent is prohibited from offering or giving anything of value to: (a) a foreign official, including any person acting in an official capacity for a government or an official of a public international organization; (b) a foreign political party official or political party; (c) a candidate for foreign political office; or (d) any third party, directly or indirectly, for the purpose of influencing any act or decision of these officials in their official capacity or in violation of their lawful duties or to secure any improper advantage in order to help the Company obtain or retain business or direct business to any person. This includes giving money or anything of value (including meal invitations and entertainment) to a third party where there is reason to believe that it will be passed on to a government official for this purpose. This prohibition applies regardless of whether the source is from personal or Company funds. To ensure compliance with the FCPA, all payments to such parties must be pre-approved by the Company’s legal department.

9. Timely and Truthful Public Disclosure.

In reports and documents filed with or submitted to the Securities and Exchange Commission and other regulators by the Company, and in other public communications made by the Company, the Covered Parties involved in the preparation of such reports and documents (including those who are involved in the preparation of financial or other reports and the information included in such reports and documents) shall make disclosures that are full, fair, accurate, timely and understandable. Where applicable, these Covered Parties shall provide thorough and accurate financial and accounting data for inclusion in such disclosures. They shall not knowingly conceal or falsify information, misrepresent material facts or omit material facts necessary to avoid misleading the Company’s independent public auditors or holders of the Company’s securities.

D. Waivers.

Any waiver of this Code for executive officers or directors may be made only by the Company’s Board of Directors or its Audit Committee and will be promptly disclosed as required by law.

E. Violations of Ethical Standards.

1. Reporting Known or Suspected Violations.

The Company’s directors, CEO, senior financial officers and General Counsel shall promptly report any known or suspected violations of this Code to the Company’s Audit Committee. All other Covered Parties should talk to supervisors, managers or other appropriate personnel (which may include an officer of the Company) about known or suspected illegal or unethical behavior. These Covered Parties may also report questionable behavior in the same manner as they may report complaints regarding accounting, internal accounting controls or auditing matters by calling (anonymously, if desired) a third party organization called EthicsPoint toll-free at (866) 384-4277. No retaliatory action of any kind will be permitted against anyone making such a report in good faith, and the Company’s Audit Committee will strictly enforce this prohibition.

2. Accountability for Violations.

If the Company’s Audit Committee or its designee determines that this Code has been violated, either directly, by failure to report a violation, or by withholding information related to a violation, the offending Covered Party may be disciplined for non-compliance. Violations of this Code may also constitute violations of law and may result in criminal penalties and civil liabilities for the offending Covered Party and the Company. All Covered Parties are expected to cooperate in internal investigations of misconduct.

F. Compliance Procedures.

We must all work together to ensure prompt and consistent action against violations of this Code. In some situations, however, it is difficult to know if a violation has occurred. Because we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem.  Please keep in mind the following steps:

  • Make sure you have all the facts. In order to reach the right solutions, we must be as informed as possible.

  • Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? Use your judgment and common sense. If something seems unethical or improper, it probably is.

  • Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.

  • Discuss the problem with your supervisor, manager or other appropriate personnel. This is the basic guidance for all situations. In many cases, these individuals will be more knowledgeable about the questions, and will appreciate being consulted as part of the decision-making process.

  • You may report ethical violations in confidence without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected to the maximum extent consistent with the Company’s legal obligations. The Company in all circumstances prohibits retaliation of any kind against those who report ethical violations in good faith.

  • Ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.

G. Responsibility.

The Human Resources Department shall be responsible for maintaining this Policy and reviewing and revising its terms on an as needed basis.