INTRODUCTION

INTRODUCTION

The members of the Apparel Industry Partnership announced the creation of the attached "Workplace Code of Conduct" and "Principles of Monitoring" to the President and to the public on April 14, 1997. To achieve the objective of establishing a means to provide the public with confidence about implementation of the Workplace Code and the Monitoring Principles, the members of the AIP hereby set forth a charter document for the formation of a Fair Labor Association.

The Association shall have, inter alia, the following purposes:

• To certify whether the Applicable Brands of each Participating Company are produced in Compliance with the Fair Labor Association Standards;

• To continue to address questions critical to the elimination of sweatshop practices; and

• To serve as a source of information to consumers about the Workplace Code, the Monitoring Principles and Participating Companies.

1. The following capitalized terms shall have the following meanings when used in this Charter:

   "AIP" shall mean the Apparel Industry Partnership.

   "Alleged Noncompliance" shall mean any significant and/or persistent pattern of noncompliance, or any individual incident of serious noncompliance, with the Workplace Code or Monitoring Principles, alleged by a Third Party.

   "Applicable Brands" shall mean the Brands of a Participating Company for which the Company is seeking certification that such Brands are produced in Compliance with the Fair Labor Association Standards.

   "Applicable Facilities" shall mean the Facilities of a Participating Company other than its De Minimis Facilities.

   "Association" shall mean the Fair Labor Association.

   "Association Public Report" shall mean the public report evaluating a Participating Companys Compliance with the Fair Labor Association Standards in the production of Applicable Brands, as more fully described in Section V below.

   "Board" or "Board of Directors" shall mean the Board of Directors of the Association.

   "Board Member" or "Member" shall mean a member of the Board, including the Chair.

   "Brand" shall mean a trademark or logo affixed to a product that is either owned or controlled by a Participating Company or which the Company has the right to use under license.

   "Chair" shall mean the chairman or chairwoman, as the case may be, of the Board.

   "Charter" shall mean this Charter of the Fair Labor Association.

   "Complaint" shall mean a complaint which sets forth a claim of Alleged Noncompliance that is submitted by a Third Party to the Association.

   "Compliance with the Fair Labor Association Standards" shall mean the following: (i) effective implementation by a Participating Company of internal and independent external monitoring programs consistent with the Monitoring Principles; (ii) timely remediation by the Participating Company of noncompliance with the Workplace Code or Monitoring Principles found by internal or accredited independent external monitors; and (iii) in situations where monitors have found a significant and/or persistent pattern of noncompliance, or instances of serious noncompliance, with the Workplace Code or Monitoring Principles, the taking of adequate steps by the Participating Company to prevent recurrence in other Applicable Facilities where such type of noncompliance may occur.

   "De Minimis Facilities" of a Participating Company shall mean Facilities (i) with which the Participating Company contracts for production for six months or less in any 24-month period or (ii) in which the Participating Company accounts for 10% or less of the annual production of such Facility. In no event shall De Minimis Facilities constitute more than 15% of the total of all Facilities of a Participating Company.

   "Executive Director" shall mean the Executive Director of the Association.

   "Facilities" of a Participating Company shall mean, the production or manufacturing facilities of a Participating Company and its majority-owned subsidiaries and of such Participating Companys or its majority-owned subsidiaries licensees, contractors (where the Participating Company is a manufacturer, including a retailer acting as a manufacturer) and suppliers (where the Participating Company is a retailer, including a manufacturer acting as a retailer), where such Facilities are involved in the production or manufacturing of Applicable Brands. For purposes of this definition, a "contractor" or a "supplier" shall mean any contractor or supplier engaged in a manufacturing process, including cutting, sewing, assembling and packaging, which results in a finished product for the consumer.

   "Initial Implementation Period" shall mean the implementation period during which a Participating Company is seeking initial certification that its Applicable Brands are produced in Compliance with the Fair Labor Association Standards. This period shall be for a term of two or three years, at the discretion of the Participating Company.

   "Labor/NGO" shall mean consumer, human rights, labor rights, labor union, religious and other public interest organizations, provided that such organizations work on issues related to fair labor standards.

   "Monitoring Plan" shall mean the monitoring plan submitted to the Association by each prospective Participating Company that describes with specificity the Companys proposed internal monitoring program and independent external monitoring program.

   "Monitoring Principles" shall mean the Principles of Monitoring attached to this Charter.

   "Participating Company" or "Company" shall mean a company whose participation in the Associations monitoring process has been approved by the Board.

   "Simple Majority Vote" shall mean a vote requiring the approval of at least one more than one-half of all of the Members of the Board, with the Chair voting on the matter.

   "Supermajority Vote" shall mean a vote requiring the approval of at least two-thirds of all of the industry Members of the Board and at least two-thirds of the Labor/NGO Members of the Board, with the Chair having no vote on the matter.

   "Third Party" shall mean any person or organization other than an accredited independent external monitor.

   "Workplace Code" shall mean the Workplace Code of Conduct attached to this Charter.

2. GOVERNANCE OF THE ASSOCIATION
   1. Structure

   1. The Association shall be formed as a nonprofit association under the laws of a state that has adopted a separate nonprofit association statute. The Association shall seek Section 501(c)(3) status as a tax-exempt organization.

   2. Board of Directors of the Association

      The Board of Directors of the Association shall consist of six industry representatives and six Labor/NGO representatives. The initial industry Board Members shall be selected by the industry members of the AIP, and the initial Labor/NGO Board Members shall be selected by the Labor/NGO members of the AIP. Thereafter, new industry Board Members shall be selected by the then-serving industry Board Members in consultation with the companies then participating in the Associations monitoring process. New Labor/NGO Board Members shall be selected by the then-serving Labor/NGO Board Members.

      Each Board Member shall be committed to the goals of the Association in eliminating sweatshop practices. Persons employed or retained by, or agents of, accredited monitors or entities whose applications for accreditation are pending shall not be eligible to serve on the Board. Officers and directors of Participating Companies and Labor/NGO organizations may serve as Members of the Board. No more than one Board Member may be from any individual company or Labor/NGO organization. The Board shall adopt appropriate screening and recusal policies in order to address any potential conflict of interest issues.

      In addition to the industry and Labor/NGO representatives, the Board shall have one voting Chair, mutually agreeable to, and selected by, the industry Board Members and the Labor/NGO Board Members in accordance with the procedure specified below.

   3. Selection Process and Qualifications for Chair

      An initial Nominating Committee to identify candidates to serve as the initial Chair, comprised of three industry members from the AIP and three Labor/NGO members from the AIP, shall be appointed by the co-chairs of the AIP subject to the ratification of the AIP. The initial Chair shall be selected subject to the approval of at least a two-thirds majority of the industry members of the AIP and at least a two-thirds majority of the Labor/NGO members of the AIP.

      Thereafter, a Nominating Committee made up of two industry Board Members and two Labor/NGO Board Members shall be appointed by the incumbent Chair. The Nominating Committee shall actively identify and assess the potential interest of qualified candidates. The Nominating Committee shall submit no less than five names of qualified candidates to the entire Board for consideration. The new Chair shall be selected by the affirmative vote of at least a two-thirds majority of the industry Board Members and at least a two-thirds majority of the Labor/NGO Board Members.

      In selecting the Chair, Members of the Board shall seek individuals with the following qualifications:

      1. A commitment to the goals of the AIP and the Association in eliminating sweatshop practices;

      2. Knowledge of business operations, including, but not limited to, labor issues affecting companies;

      3. Independence.

         Factors to be considered in determining independence include whether a person or his or her spouse or immediate family has held any position with, or rendered any paid services to, any external monitor, any company in the apparel or footwear industry or any other Participating Company, or any Labor/NGO organization;

      4. The Chair must be willing to divest of any directly held (i.e., not held through a mutual fund or in a blind trust) equity securities or any other financial interest in any monitor or any Participating Company. Any nominee must also disclose all such holdings as well as any contributions made at any time during the past three years to any Labor/NGO organization.

   4. Issues for Board Consideration

      The Board shall have responsibility for approving the following matters by the affirmative vote indicated below for each specific matter:

      1. The amendment of the Workplace Code and Monitoring Principles: Supermajority Vote;

      2. The adoption and amendment of the Bylaws and Articles of Incorporation of the Association: Supermajority Vote;

      3. The appointment or removal of the Executive Director: Supermajority Vote;

      4. The appointment or removal of senior officers of the Association other than the Executive Director: Simple Majority Vote;

      5. The adoption of the annual operating plan and budget for the Association, including the identification of funding sources and the setting of annual assessments for Participating Companies: Simple Majority Vote;

      6. Any increase or decrease of the cap on annual assessments for Participating Companies: Supermajority Vote;

      7. The adoption and any amendment of the Associations accreditation criteria for independent external monitors: Supermajority Vote;

      8. The adoption and any amendment of the Associations baseline monitoring procedures: Supermajority Vote;

      9. Any amendment of the range of percentages of Applicable Facilities of Participating Companies required for inspection by accredited independent external monitors on a prospective basis, based on data derived from inspections conducted by independent external monitors during the Initial Implementation Period: Supermajority Vote;

      10. The decision whether to accredit a particular external monitor for a two-year period: Simple Majority Vote;

      11. The decision whether to renew the accreditation of a particular external monitor for an additional two-year period: Simple Majority Vote;

      12. The decision whether to suspend the accreditation of an external monitor for a period determined by the Board: Simple Majority Vote;

      13. The decision whether a particular company is eligible to participate in the Associations monitoring process: Simple Majority Vote;

      14. The decision whether to certify initially that the Applicable Brands of a Participating Company are produced in Compliance with the Fair Labor Association Standards, based on reports of the Associations accredited independent external monitors, and the approval of the initial Association Public Report regarding such Participating Company: Simple Majority Vote;

      15. The decision whether to renew, for an additional one-year period, the certification of a Participating Companys Applicable Brands and the approval of the annual Association Public Report regarding such Participating Company: Simple Majority Vote;

      16. The decision whether to suspend the certification of a Participating Companys Applicable Brands and place the status of such Participating Company on a 90-day special review, or to extend such special review period: Simple Majority Vote;

      17. In the event that the status of a Participating Company is placed on special review, the decision whether such Company shall have its participation in the Association terminated following the special review period: Supermajority Vote;

      18. Any amendment of the "Third Party Complaint Procedure" set forth in Section VIII below by which complaints from Third Parties concerning workplace conditions in Facilities of Participating Companies are addressed by the Association: Simple Majority Vote;

      19. The adoption and any amendment of a procedure to address complaints from Third Parties concerning the conduct of external monitoring by specific accredited independent external monitors: Simple Majority Vote; and

      20. Other appropriate issues critical to the elimination of sweatshop practices, including any amendment of the "Special Country Guidelines" set forth in Section VII below and any adoption of additional country guidelines: Supermajority Vote.

      Each Board Member shall serve a three-year term. The Board shall be staggered so that each year, the term of two industry Board Members and two Labor/NGO Board Members shall expire⁽¹⁾ The Chair shall serve for a three-year term, and may serve such additional terms as determined through the normal Chair selection process.

   5. Executive Staff of the Association

      The Association shall employ a full-time professional staff, including an Executive Director. Responsibilities of the staff shall include:

      1. Providing information to consumers about the Workplace Code, the Monitoring Principles and Participating Companies;

      2. Developing and conducting related public outreach and consumer education programs about the Association;

      3. Reviewing applications of independent external monitors for accreditation, and for renewal of accreditation, based on the accreditation criteria set forth in Section III below, and recommending independent external monitors to receive accreditation to the Board of Directors;

      4. Reviewing applications of companies to participate in the Associations monitoring process, based on the participation criteria set forth in Section II below, and recommending the eligibility of Participating Companies to the Board of Directors;

      5. Upon request, serving as a resource for Participating Companies and NGOs participating in the monitoring process;

      6. Establishing a database providing information about local labor laws and about local labor, human rights, religious and nongovernmental organizations in countries of production;

      7. Making recommendations to the Board concerning questions critical to the elimination of sweatshop practices;

      8. Conducting oversight of accredited independent external monitors, and addressing complaints concerning monitoring activities of independent external monitors; and

      9. Addressing complaints concerning workplace conditions in Facilities of Participating Companies, pursuant to the "Third Party Complaint Procedure" set forth in Section VIII below.

3. PARTICIPATION CRITERIA FOR COMPANIES

   A company that desires to participate in the Associations monitoring process shall submit to the Association an application consisting of a monitoring plan that describes the companys internal and independent external monitoring programs (as described in more detail in Section V below) and consisting of the agreement of the company to undertake in good faith the following:

   1. To adopt, and cause its applicable licensees, contractors and suppliers to adopt, the Workplace Code in the manufacture of its apparel and footwear products;

   2. To formally convey the Workplace Code (in the applicable local language) to company factories, and applicable licensees, contractors and suppliers, and communicate the companys commitment to comply with the Workplace Code to senior officers, managers and employees of both the company and its applicable licensees, contractors and suppliers;

   3. To implement a system of monitoring that complies with the Monitoring Principles, including utilizing independent external monitors accredited by the Association for the relevant region or function and disclosing to the Association the identity, the scope of work and the terms of the engagement of such monitors; and

   4. To pay annual assessments to the Association. Assessments shall be determined by the Board of Directors of the Association based on a formula related to the annual revenues of each Participating Company. The annual assessment for each Participating Company shall range from a minimum of $5,000 to a maximum of $100,000, based upon the annual consolidated revenues of such Company. (An assessment of $100,000 shall be required of any Participating Company with annual consolidated revenues in excess of $10 billion.)

   The staff of the Association shall recommend to the Board of Directors whether such company is eligible to participate in the Associations monitoring process based on the companys satisfaction of the foregoing. With respect to the companys monitoring plan, the staff of the Association shall review each plan to determine whether it complies with the Monitoring Principles and the requirements for Monitoring Plans set forth in Section V below, assigns specific responsibilities for implementing the commitments contained therein to appropriate officers, establishes a system of accountability, and sets forth an operational structure for implementing the plan.

   If the Board of Directors approves the participation of such company in the Associations monitoring process, then the companys Applicable Facilities shall undergo independent external monitoring by accredited independent external monitors to determine whether its Applicable Brands are produced in Compliance with the Fair Labor Association Standards. Such a company shall thereafter be referred to as a "Participating Company".

4. COMMUNICATIONS TO THE PUBLIC

   In the event that the Board of Directors approves the participation of a particular company in the Associations monitoring process and external monitoring commences, then such Participating Company, as well as the Association, may communicate to the public that such Company is participating in the Associations monitoring process, and such Company and the Association may disclose the Applicable Brands for which the Participating Company is seeking certification that such Brands are produced in Compliance with the Fair Labor Association Standards.

   A Participating Company cannot make any public announcement or other communication to the public that all or some of its Brands are produced in Compliance with the Fair Labor Association Standards and shall not have the right to use the service mark of the Association for any purpose unless: (a) such Brands have been certified by the Association to be produced in Compliance with the Fair Labor Association Standards; and (b) the Company continues to satisfy the criteria set forth above for participation in the Associations monitoring process. If these conditions have been met, then the Participating Company shall be entitled to communicate to the public that such Brands have been produced in Compliance with the Fair Labor Association Standards and shall be entitled to use the service mark of the Association in product labeling, advertising and other communications to consumers and shareholders.

   Neither the Board of Directors nor any member of the Associations staff shall disclose to the public any information relating to any Participating Company which is confidential or proprietary, including any detailed information or assessment regarding (i) the overall status of such Participating Company in the Association or (ii) the status of a particular unresolved Complaint relating to a Participating Company, if, in either case, any such information has not already been disclosed to the public by the Company or the Association. However, the status of such Participating Company in the Association, as well as the identification of the Applicable Brands for which it is seeking certification and whether such certification has been obtained shall be publicized by the Association and the Association shall issue public reports with respect to each Participating Company as provided in Section IV. E. below. The Board of Directors shall establish further guidelines for responding publicly to inquiries regarding Complaints from Third Parties. Such guidelines shall preserve the integrity of the process by which the Association investigates Complaints, facilitate the ability of Companies to remediate problems in their Facilities and provide the public with assurance of the independence and integrity of the Association.

5. ACCREDITATION CRITERIA FOR EXTERNAL MONITOR
   1. Independence of External Monitors

   1. 1. A prospective external monitor shall not be eligible to conduct independent external monitoring for a Participating Company unless such external monitor is independent from such Company as well as its applicable licensees, contractors and suppliers to the following extent:

      1. 1. Neither the external monitor nor any of its employees personally involved in the monitoring of such Participating Company shall hold any equity or debt securities of, or have any other financial interest in, the Company or any of its applicable licensees, contractors or suppliers;

         2. Neither the external monitor nor any of its employees personally involved in the monitoring of such Participating Company shall have any business or financial relationship with the Company or any of its applicable licensees, contractors or suppliers that would conflict with or compromise its ability to conduct monitoring for such Company in a neutral, impartial manner; and

         3. The monitor, or any affiliated company of such monitor, shall not provide other services (excluding financial auditing services) to the Participating Company, or shall not have provided other services (excluding financial auditing services) to the Company in the twelve-month period prior to its consideration to be an external monitor, if the value of all such other services exceeds $100,000 or if the value of all services (including any financial auditing services) provided to the Company has or shall account for 25% or more of the monitors annual revenue. The Association, however, may waive the application of this provision on a case-by-case basis upon a good faith showing that the monitor has established effective mechanisms to eliminate any significant risk to the independence of the monitoring, such as the establishment of ethical walls between those employees providing such other services and those employees that shall be conducting the monitoring (i.e., prohibiting those employees that provide such other services from conducting the monitoring and prohibiting the exchange of information between such other employees and such employees conducting the monitoring). The independent external monitor shall continue to maintain any mechanisms implemented by it to protect the independence of its monitoring.

         If accredited by the Association and selected to conduct monitoring for a Participating Company, the external monitor must pledge to continue to comply with the foregoing independence criteria throughout the period that it is engaged in monitoring for such Company.

      2. An accredited independent external monitor shall pledge to conduct its monitoring in a neutral, impartial manner and shall pledge that the content of its monitoring report shall be accurate and not misleading.

      3. An accredited independent external monitor shall be selected to conduct monitoring for a particular Participating Company by the Company desiring to engage its services.

      4. An accredited independent external monitor shall not accept a fee or other compensation for monitoring that is in any way contingent upon the outcome of its monitoring or the content of its monitoring report.

   2. Qualifying Characteristics of External Monitors

   In order to qualify as an accredited independent external monitor of the Association, a prospective external monitor shall:

   1. Agree to conduct its monitoring consistent with the Monitoring Principles;

   2. Agree to conduct its monitoring utilizing the audit instrument to be established by the Association setting forth baseline monitoring practices for accredited independent external monitors;

   3. Demonstrate knowledge of and familiarity with the relevant standards to be applied in the conduct of monitoring, e.g., the Workplace Code, labor law and practice in the country where monitoring shall take place, and knowledge of applicable international labor standards;

   4. Demonstrate its capacity to conduct monitoring competently, with particular knowledge of prevailing practices and issues in the country(ies) where accreditation for monitoring is being sought, including:
      1. Ability to communicate effectively in the language(s) of employees in the workplaces to be monitored;

      2. Ability to assess the accuracy of quantifiable information, e.g., accounting skills;

      3. Ability to assess health and safety practices;

      4. Knowledge of prevailing discrimination issues;

      5. Knowledge of prevailing labor relations issues;

      6. Knowledge of the local production system in the industry/country, to assist in detecting unacknowledged outsourcing or homework;

      7. Knowledge of laws and regulations relating to residency and immigration, to permit monitoring of compliance with forced or coerced labor standards; and

   5. Demonstrate its capability to interview and communicate with employees in ways that maintain the confidentiality of information and confidence of those interviewed.

   In seeking accreditation, a prospective independent external monitor shall submit to the Association a monitoring plan demonstrating satisfaction of the foregoing criteria. A prospective independent external monitor may seek accreditation to conduct monitoring in defined geographic areas. A prospective independent external monitor also may seek accreditation to perform some, but not all, monitoring functions.

   Each accredited independent external monitor must notify the Association of any material change that may affect any of the independence criteria or qualifications of external monitors listed above.

   3. Accountability of External Monitors

      An accredited independent external monitor shall be accountable to the Association for professional misconduct or gross negligence in the conduct of its monitoring or the preparation or content of its monitoring reports. In the event that the Association determines that an accredited independent external monitor has committed such misconduct or negligence, the Board shall have the authority to remove the accreditation of such external monitor. An independent external monitor shall have the obligation to report to the Association any breach of any mechanism established by such independent external monitor to protect the independence of its monitoring and any steps taken by such independent external monitor to remedy such breach. Independent external monitors shall be accredited for a two-year period, which accreditation can be renewed for successive two-year periods thereafter provided that the external monitor continues to be independent and otherwise qualifies under the criteria set forth above.

   4. Nondisclosure by External Monitors

      Each Participating Company shall have the right to enter into a confidentiality or nondisclosure agreement with its accredited independent external monitors with respect to nondisclosure to any party other than the Company of information deemed by such Company to be proprietary or confidential; provided, however, that any such confidentiality or nondisclosure agreement shall expressly permit the independent external monitors to disclose (i) to the Association, all information concerning the Participating Company, its Applicable Brands and its Facilities as expressly required to be disclosed in this Charter and (ii) to the Executive Director of the Association, all other information which the Executive Director reasonably may require in order to carry out the purposes of the Association.
6. THE MONITORING PROCESS

7. Monitoring Plan

Each Participating Company shall submit to the Association for review and approval a Monitoring Plan that describes with specificity the Participating Companys proposed internal and independent external monitoring programs. The Monitoring Plan must describe the strategy and process by which the Participating Company shall implement its monitoring programs in accordance with the Monitoring Principles and whether the Company determines to opt for an Initial Implementation Period of two or three years⁽²⁾. The Company shall identify in its Monitoring Plan those Facilities which the Company considers to be De Minimis Facilities, citing the reason for such designation.

The Monitoring Plan of each Participating Company also shall describe which Brands of the Company shall be deemed to be Applicable Brands for which the Company shall seek certification that such Brands are produced in Compliance with the Fair Labor Association Standards. During the Initial Implementation Period, the Participating Company shall, at a minimum, designate the following as Applicable Brands:

1. The Brand that accounts for the greatest percentage of the Companys annual consolidated revenues;

2. Any individual Brand that accounts for more than 30% of the Companys annual consolidated revenues⁽³⁾; and

3. Any Brand which bears the Company name;

provided, however, that: (i) it shall be within the discretion of such Participating Company to designate as Applicable Brands those Brands under which it produces products under license for Third Parties; (ii) it shall be within the discretion of such Participating Company to exclude particular product lines of an Applicable Brand if such product lines are produced by Third Parties under license from the Company, but in no event may a Participating Company exclude under this provision apparel or footwear product lines which, in the aggregate, comprise more than 30% of such Participating Companys annual revenue derived from such Applicable Brand; and (iii) where a Brand is used across various product lines, the Company shall seek certification for the Brand as used for its apparel and/or footwear product lines and, within its discretion, for other product lines⁽⁴⁾. Following the Initial Implementation Period, the Participating Company shall commit to progressively seek certification for its other apparel and footwear Brands and product lines, with a view toward achieving full participation among all of its Brands and product lines.

Among the information to be provided in each Participating Companys Monitoring Plan shall be: training materials for internal monitors; description of the employees responsible for the conduct of internal monitoring; data on the number and frequency of on-site inspections of Applicable Facilities; and evaluation and reporting forms for internal monitoring. As part of its application, the Participating Company shall provide a list identifying the number of Facilities in each country and, where appropriate, regions of such country. Within ten business days after the acceptance by the Association of the Companys Monitoring Plan, the Company shall provide to the Executive Director of the Association a complete list of its Facilities, disclosing the name, address and owner of each such Facility. The identity of such Facilities shall be maintained in strict confidence by the Executive Director, and such list of Facilities, with the identity of specific Facilities set forth in code, shall be disclosed only to those key staff members of the Association whose duties reasonably require them to have access to such information and shall be maintained in strict confidence by such staff members, subject to appropriate confidentiality agreements between the Association and its staff members.

A Participating Company shall be required to keep its Monitoring Plan up to date, by notifying the Association of any material changes to its Monitoring Plan. A Participating Company shall report to the Association annually on its ongoing activities to implement its Monitoring Plan with respect to additional Brands. In addition, should a Participating Company at any time acquire any additional Brands, then the Company shall provide the Association with a plan for participation of such Brands in the monitoring process.

Each Participating Company shall implement an internal Company monitoring program⁽⁵⁾ consistent with the Monitoring Principles covering at least one-half of all Applicable Facilities during the first year of the Initial Implementation Period, and covering all of its Facilities during the second year of the Initial Implementation Period. As part of its internal monitoring, the Participating Company shall conduct periodic inspections of an appropriate sampling of Applicable Facilities as described in its Monitoring Plan. Following the first two years of the Initial Implementation Period, a Participating Company shall continue to fully implement the Monitoring Principles in all Facilities and shall continue to conduct internal inspections of its Applicable Facilities consistent with the Monitoring Principles.

Within 60 days of its completion of any internal inspection report of an Applicable Facility, a Participating Company shall provide to the Association a standardized report on each such inspected Applicable Facility, which report shall include: (a) a description of the manner in which the inspection was conducted by the Companys internal monitors at such Applicable Facility; (b) a description of the status of the Companys implementation of its internal monitoring program at such Applicable Facility; (c) a description of any significant and/or persistent patterns of noncompliance, or instances of serious noncompliance, with the Workplace Code or Monitoring Principles found at the Applicable Facility by the internal monitor, (d) a description of the remedial steps taken by the Company at such Applicable Facility in response to instances of noncompliance with the Workplace Code or Monitoring Principles found by the internal monitor; and (e) a description of remedial actions taken by the Company to prevent the recurrence of such noncompliance at the Applicable Facility.

• DEPARTMENT OF LABOR WAGE STUDY

• SPECIAL COUNTRY GUIDELINES

• THIRD PARTY COMPLAINT PROCEDURE

• ASSOCIATION RESOURCES

1. Obligations of Companies⁽⁹⁾