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O u r Va l u e s a n d C o d e o f C o n d u c t

P&G Values andCode of Conduct

CEO and ChairmanLetterP&G Values and Code of ConductPProcter & Gamble’s reputationis earned by our conduct: whatwe say and, more important,what we do; the products wemake; the services we provide;and the way we act and treat others. Asconscientious citizens and employees, wewant to do what is right. For P&G, andits global operations, this is the only wayto do business.To conduct our business with integrityin a lawful and responsible manner, wehave to be alert to situations that posequestions of right and wrong. We need tohave a good understanding of our CoreValues and the laws that are pertinent tothe work we do and the decisions wemake. And, most important, we must usegood judgment in deciding what courseof action is most appropriate.does. We all must remember P&G’s valuesand policies. We all should ask questionsof our leaders or responsible staff wheneverin doubt as to the appropriate courseof conduct.It is in this spirit that we provide thispublication, P&G Values and Code ofConduct. By acting consistently with theseguidelines, we can each do our part toassure that P&G earns its reputation as acompany which conducts its business withthe utmost integrity.A.G. LafleyPresident andChief ExecutiveThis booklet provides sustainabledevelopment guidelines for businessconduct that are based on P&G’s CoreValues and which summarize importantpolicies and legal obligations. No singleset of rules can provide explicit guidancefor every situation that may be faced bya complex global Company such as P&G.John E. PepperChairman ofthe BoardUltimately, P&G relies on every employee touse good judgment in everything he or she 1

IntroductionP&G Values and Code of Conduct&G’s guidelines for business conductPPflow from our Purpose, Core Values andPrinciples. These key elements are of theP&G Statementof Purposeutmost importance for the proper conduct andrespect for all individuals in the quest forWe will provide productsand services of superiorquality and value thatimprove the lives of theworld’s consumers.common prosperity.Our Purpose is focused on improving the livesof our consumers.P&G has been built through the character ofits people. That character is reflected in theCompany’s Core Values, which have beenfundamental to our success for more than160 years. Our continued success dependson each one of us doing our part to upholdthese values in our day-to-day work and inall the decisions we make, as reflected in ouroperating principles. These principles flowfrom our Purpose and Core Values.While P&G competes hard to achieveleadership and business success, the CompanyAs a result, consumers willreward us with leadershipsales, profit and valuecreation, allowing our people,our shareholders, and thecommunities in which we liveand work to prosper.is concerned not only with results, but withhow those results are achieved. We will nevercondone nor tolerate efforts or activities toachieve results through illegal or unethicaldealings anywhere in the world. 2

P&G Core ValuesP&G is its people and the Core Values by which they n forWinningP&G PeopleIntegrityWe attract and recruit the finest people inWe always try to do the right thing. We arethe world. We build our organization fromhonest and straightforward with each other. Wewithin, promoting and rewarding peopleoperate within the letter and spirit of the law.without regard to any difference unrelated toWe uphold the values and principles of P&G inperformance. We act on the conviction thatevery action and decision. We are data-basedthe men and women of Procter & Gamble willand intellectually honest in advocatingalways be our most important asset.proposals, including recognizing risks.LeadershipPassion for WinningWe are all leaders in our area of responsibility,We are determined to be the best at doingwith a deep commitment to deliver leadershipwhat matters most. We have a healthyresults. We have a clear vision of where wedissatisfaction with the status quo. We haveare going. We focus our resources to achievea compelling desire to improve and to win inleadership objectives and strategies. Wethe marketplace.develop the capability to deliver our strategiesand eliminate organizational barriers.TrustWe respect our P&G colleagues, customers,Ownershipconsumers and treat them as we want to beWe accept personal accountability to meet thetreated. We have confidence in each other’sbusiness needs, improve our systems and helpcapabilities and intentions. We believe thatothers improve their effectiveness. We all actpeople work best when there is a foundationlike owners, treating the Company’s assets asof trust.our own and behaving with the Company’slong-term success in mind. 3

P&G PrinciplesWe are Externally FocusedThese are the Principles andsupporting behavior which flowfrom our Purpose and Core Values.We Show Respect for AllIndividualsWe believe that all individuals can and wantto contribute to their fullest potential.We value differences.We inspire and enable people to achievehigh expectations, standards andchallenging goals.We develop superior understanding ofconsumers and their needs.We create and deliver products, packaging andconcepts that build winning brand equities.We develop close, mutually productiverelationships with our customers andour suppliers.We are good corporate citizens.We Value PersonalMasteryWe believe it is the responsibility of allindividuals to continually developWe are honest with people about theirperformance.The Interests of theCompany and theIndividual are InseparableWe believe that doing what is right for thebusiness with integrity will lead to mutualsuccess for both the Company and theindividual. Our quest for mutual successthemselves and others.We encourage and expect outstandingtechnical mastery and executionalexcellence.We Seek to be the BestWe strive to be the best in all areas ofstrategic importance to the Company.We benchmark our performance rigorouslyversus the very best internally andties us together.We encourage stock ownership and ownershipbehavior.We are StrategicallyFocused in Our WorkWe operate against clearly articulated andaligned objectives and strategies.externally.We learn from both our successes and ourfailures.Mutual Interdependencyis a Way of LifeWe work together with confidence and trustacross functions, sectors, categories andWe only do work and only ask for work thatadds value to the business.We simplify, standardize and streamline ourcurrent work whenever possible.geographies.We take pride in results from reapplyingothers’ ideas.We build superior relationships with all theparties who contribute to fulfilling ourInnovation is theCornerstone of OurSuccessCorporate Purpose, including ourcustomers, suppliers, universitiesand governments.We place great value on big, new consumerinnovations.We challenge convention and reinvent theway we do business to better win in themarketplace. 4

Respect of Governmentand the LawP&G Values and Code of Conduct&G is committed to meeting orresponsibility to know and understand legalexceeding all laws and regulationsand policy requirements as they apply to theirwherever we conduct our businessjob, and to notify management when theyactivities. The Company expects every employeebelieve a violation of law or P&G policiesto know the laws and policies that apply tohas occurred.PPtheir P&G activities, and to conduct themwith uncompromising honesty and integrity.Accuracy of CompanyRecordsOf course, some business activity is notThe Company’s business records are dependedgoverned by any law, and some laws andupon to produce reliable and accurate reportsregulations set unacceptably low standards ofto management, shareholders, creditors,behavior — far lower than P&G sets for itself.governmental entities and others. Thus,In these situations, an employee should be ableall official records of the conduct of theto answer “yes” to the following questionsCompany’s business must be accurate,honest and complete,before taking action:without any restriction Is this action theor qualification of any“right thing to do”?kind. This meansWould this actionthe accuracy of anywithstand publicrecords involves bothscrutiny?factual documentationWill this actionand ethical evaluation/uphold P&G’sappraisal.reputation as anethical company?The Company does notcondone concealing anyIf the answers are notpayment by means ofan unqualified “yes,” we don’t do it.passing it through the books or accounts ofthird parties, such as agents or consultants.Compliance withLaws and P&G BusinessConduct PoliciesAll P&G operations worldwide must complyP&G employees worldwide are expected andaccurate and complete maintenance ofdirected to comply with all laws and all P&GCompany financial books and records.with all local and national laws relating to thebusiness conduct policies relating to their P&Gbusiness activities. It is also each employee’s 5

As in their other responsibilities, employeesare expected to be honest, objective andloyal in the performance of recordkeepingresponsibilities. However, because loyaltyincludes never knowingly being a part of anyillegal or unethical activity, there is noexcuse for a deliberately false or misleadingCompany record.Securities TradingPoliciesTo ensure fairness and integrity in financialmarkets, we do not trade in P&G securities orthose of any other company on the basis ofmaterial, non-public information acquiredthrough our employment. Material informationis any information that an investor wouldreasonably consider important in makinginvestment decisions. Examples includeknowledge of acquisitions or divestitures, newproduct launches or financial information.Non-public inside information about P&GP&G avoids even the appearance of anmust not be communicated without aantitrust violation. That is why thelegitimate business reason and properCompany’s general rule is “NO CONTACTleadership authorization.WITH COMPETITORS.” Membership intrade associations is permissible only ifAntitrust Policy andCompliance Guidelinesapproved in advance by P&G legal counsel.Antitrust laws are designed to prohibitagreements among companies that fix prices,Contact with GovernmentOfficialsdivide markets, limit production or otherwiseP&G policy is to comply with all applicableimpede or destroy market forces. P&G’s policylaws, rules and regulations relating to lobbyingis that all employees strictly comply withor attempting to influence governmentantitrust laws and the competition andofficials. Such information provided toanti-monopoly laws of all countries, statesgovernments must be accurate and interactionsand localities in which they conduct P&Gwith government officers must be honest andbusiness. Supervisors and managers areethical. All activities that might constituteresponsible for ensuring that employees underlobbying or attempts to influence governmenttheir responsibility are aware of and complyofficials are first reviewed with subsidiarywith this policy.management and legal counsel.It is very important for employees tounderstand and follow this policy so that 6