Michael Hill International believes that outstanding business performance must be supported by the highest standards of corporate behaviour towards our employees, customers and other stakeholders. This code of ethics is a guide to help our Directors and employees live up to our high ethical standards
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Our Corporate Code of Ethics is supported by written policies and procedures on each of these standards, by providing training to employees on the details and importance of these standards, and by formal communication systems to ensure these standards are observed, discussed and reinforced. Our Directors and Management team will lead by example, demonstrating their commitment to this Code of Ethics at all times through their personal behaviour and through the guidance they provide to our staff.

In general, all Directors and employees are expected to act honestly in all their business dealings and to act in the best interests of the Company at all times.

OUR EMPLOYEES

• Respect,fairness, honesty, courtesy, and good faith will guide all relations with employees.
• Opportunity without bias will be afforded each employee in relation to demonstrated ability, initiative, and potential.
• We will strive to create and maintain a work environment that fosters honesty, personal growth, teamwork, open communications, and dedication to our vision and values.
• We will strive to provide a safe workplace that at a minimum meets all health and safety laws and regulations.
• The privacy of an individual's records will be respected and will not be disclosed without proper authority unless their there is a legal obligation to do so.

OUR CUSTOMERS

• We support and uphold at all times the tradition and integrity of the jewellery industry, and conduct our business in such a manner that will reflect credit on our industry and us.
• All our marketing and advertising will be accurate and truthful.
• We are committed to providing the highest quality, service, and value to our customers.We provide a five year Guarantee for all our jewellery which contains a diamond, and a 12-month Guarantee for any jewellery item not containing a diamond. It is a guarantee of quality of workmanship and materials.We provide a 30-day Change of Mind policy that is a money back guarantee on all purchases if for any reason the customer is not completely satisfied.
• We will protect customer information that is sensitive, private, or confidential just as carefully as our own.

OUR BUSINESS PARTNERS

• Suppliers win our business based on product or service suitability, price, delivery, and quality. We also expect suppliers to have high ethical standards in their business practices.

OUR SHAREHOLDERS

• We require honest and accurate recording and reporting of any and all information in order to make responsible business decisions.
• All financial records and accounts will accurately reflect transactions and events, and conform both to required accounting principles and to our Company's system of internal controls. No false or artificial information will be tolerated.
• We will safeguard all sensitive information.We will not disclose inside information that has not been reported publicly.

OUR COMMUNITIES

• We wish to be good corporate citizens and wish to build positive relationships with communities where we have a presence. Our efforts focus on the arts, local schools and charities, through periodic donations, including jewellery, to good causes.

COMPANY PROPERTY AND ASSETS

• Our Directors and Employees will properly use company assets and safeguard and protect any company property under their care.

GOVERNMENTS

• In conducting business with due skill, care, and diligence, we seek always to comply with both the letter and spirit of relevant laws, rules, regulations, codes, and standards of good market practice in the countries we do business in.
• Our Company does not make political contributions and has no political affiliations.
  

SHARE TRADING BY DIRECTORS AND OFFICERS IN MHI SHARES

• The Company does not condone any form of insider trading by Directors or officers.
• The Board Operations manual sets out a procedure which must be followed by Directors when trading in Michael Hill International shares. If Directors or officers possess "material information" (refer to definition below) at any time, then they must not trade in MHI securities, advise or encourage others to trade or hold or pass on material information to others. Material Information is information that
  - is not generally available to the market; and
  - if it were generally available to the market, would have a material effect on the price of Michael Hill International's listed securities. Information is generally available to the market if it has been released as an NZX announcement.
• There are additional restrictions for Directors and all other senior executives who report to the CEO. These individuals are subject to "black-out" periods during which they may not trade in MHI securities unless the board of MHI provides a specific exemption. These " blackout" periods are
  - 1st December, until the half year results are released to NZX
  - 1 June until after the full year results are released to NZX.
  Before trading in MHI shares,
  Directors and officers must, in writing
  i) notify MHI's Company Secretary of their intention to trade in securities and seek consent to do so.
  ii) Confirm that they do not hold material information.
  iii) Confirm that there is no known reason to prohibit trading in MHI securities.
• From the 3rd May 2004, all Officers of the Company (as defined by the Securities Amendment Act 2003) must also disclose to the company and to the NZX within 5 days, any dealings in MHI shares.

  The full Insider Trading policy of the Company is posted on the Company's website.
  

CONFLICTS OF INTERESTS

• Employees will not accept anything of value from a customer, vendor, or business associate which would impair or be presumed to impair their judgment in business matters.
• The acceptance of gifts and gratuities is discouraged and any over $50 must be entered in the Gifts Register held by the Financial Controllers. We may accept meals/hospitality that are not lavish and are reasonable in the context of doing business. Guidelines to use for the acceptance of any gift are: Will this influence my decision making? Does it place me in obligation? Could it be seen as an inducement? How would this look if reported by the media?
• Our employees will avoid any conflict of interest professionally and personally which might prevail or appear to prevail over the interests of the Company.
• Directors' conflicts of interests are dealt with in the Board Operations Manual. At all times, a Director must be able to act in the interests of the organisation as a whole. The interests of associates, individual shareholders and the personal interests of the Director and his family must not be allowed to prevail over those of the Company and its shareholders generally.

SPEAKING UP

• Employees who know, or have genuine suspicions of any breaches of our Code of Conduct, Policies & Procedures, or any legal violation in relation to work related issues should report such matters promptly to their manager. If the employee does not feel comfortable discussing the issue with their manager, they should talk to another member of management, the Internal Auditors, or Human Resources.
• Employees will not be blamed for speaking up.The Company will make proper efforts to protect the confidentiality of employees who do raise concerns. Any attempt to deter employees raising proper concerns will be treated as a serious disciplinary action.

Failure to abide by the Code of Ethics and the law will lead to disciplinary measures appropriate to the violation.