Fossil Group, Inc.

is an American designer and manufacturer of clothing and accessories,

primarily watches and jewelry, but also sunglasses, wallets, handbags, belts, shoes and clothing,
based in Richardson, Texas, United States. Their brands include Fossil, Relic, Abacus, Michele
Watch & Now Coach NY, Skagen,[6] and Zodiac Watches.
Fossil also makes watches for brands such as Adidas, Emporio Armani, Karl Lagerfeld, Michael
Kors, Marc by Marc Jacobs,Burberry, DKNY, Diesel and Armani Exchange.
CEO Kosta Kartsotis own approximately 12% of Fossil stock. The company name represents
the nickname the brothers had for their father.[7]

Introduction of Country
The United States of America (USA), commonly referred to as the United States (U.S.)
or America, is a federal republic[18][19] composed of 50 states, a federal district, five
major territories and various possessions.[fn 1][fn 2] The 48 contiguous states and Washington, D.C., are
in central North America between Canada and Mexico. The state of Alaska is located in the
northwestern part of North America and the state of Hawaii is an archipelago in the mid-Pacific.
The territories are scattered about the Pacific Ocean and the Caribbean Sea. At 3.8 million square
miles (9.842 million km2)[17] and with over 320 million people, the country is the world's third or fourthlargest by total area[f
The United States is a developed country and has the world's largest economy by nominal and real GDP, benefiting
from an abundance of natural resources and high worker productivity.[35] While the U.S. economy is considered postindustrial, the country continues to be one of the world's largest manufacturers.[36] Accounting for 34% of global
military spending[37] and 23% of world GDP,[38] it is the world's foremost military and economic power, a prominent
political and cultural force, and a leader inscientific research and technological innovations.[39]

Fossil was founded in 1984 as Overseas Products International by Tom Kartsotis, a former Texas
A&M University student living in Dallas from a suggestion by his older brother, Kosta Kartsotis, a
merchandising executive at Sanger Harris. Kosta told his younger brother about the potential large
profits that could be made in importing retail goods made in the Far East, specifically in importing
moderately-priced fashion watches.[1] Their main product was fashion watches with a retro look. In
1990, they introduced leather goods under the Fossil brand, and the Relic line of watches.
Fossil had an IPO in 1993.[1][8]
Zodiac was a Swiss brand that had been operating since 1882 when Fossil acquired it from
Genender International in 2001 for $4.7 million.[9] Fossil's desire to establish a Swiss presence led to
the purchase of the Zodiac Watch brand and a complete retooling of that line to reflect

a retro modern 1970s style in a higher end watch. The 2004 purchase of Michele Watch completed
the cycle by offering a high-end Swiss watch with a designer flair.
In September 2007, Fossil was accused of infringing a patent owned by Financial Innovations
Systems, LLC, in a lawsuit filed in the Northern District of Texas. The case was settled for an
undisclosed amount and dismissed shortly thereafter.[10]
The Watch Station International chain was purchased from Luxottica / Sunglass Hut in December
2007.[11]
Fossil has manufacturing facilities in China and Switzerland and distribution centers in Dallas,
Germany, and Asia.[12]
In 2012 Fossil, Inc. agreed to purchase Skagen Designs, Ltd. and some of its partners for
approximately $225 million in cash and 150,000 Fossil shares. The total value paid by Fossil would
be approximately $236.8 million.[6][13]
In early 2013, Fossil introduced their upscale and more expensive "Fossil Swiss" line of watches
which are made in Switzerland.[14][15]

Political Environment -5
Corporate governance continues to play an important part in shaping Fossils culture. It
defines the business conduct and ethical standards we hold our employees to when
dealing with our Companys stockholders, fellow employees, customers and vendors.
Corporate governance also encompasses the tools used by management and our Board
of Directors in developing, evaluating, maintaining and enforcing the standards that
have been established. Fossils management team and Board of Directors are dedicated
to continuing the Companys leadership position surrounding corporate governance by
taking an active role in ensuring the adherence to our established standards.

The following guidelines have been adopted by the Board of Directors (the
Board) of Fossil Group, Inc. (the Company) and, along with the charters
of the Board committees, provide the framework for the governance of the
Company. These guidelines are subject to revisions and changes as the
Board may find necessary or advisable for Fossil in order to achieve these
objectives.
Board Composition and Selection; Independent Directors

1.

Board Size. The Board believes 9 to 12 members is an appropriate size based

on the Companys present circumstances. The Board periodically evaluates
whether a larger or smaller slate of directors would be preferable.

2.

Selection of Board Members. The Companys shareholders elect directors

annually for terms that expire at the succeeding annual meeting, except for Board
action to fill vacancies. The Board nominates director candidates for election by the
shareholders. The Nominating and Corporate Governance Committee is
responsible for recommending to the Board director candidates for nomination and
election.The Nominating and Corporate Governance Committee annually reviews
with the Board the applicable skills and characteristics required of Board nominees
in the context of the size, composition and needs of the Board and Company
circumstances.
The Nominating and Corporate Governance Committee will consider candidates
recommended by shareholders. Shareholders wishing to suggest director
candidates should submit their suggestions in writing to the attention of the
Corporate Secretary of the Company in accordance with the provisions of the
Companys Bylaws.
Upon the recommendation of the Nominating and Corporate Governance
Committee, the Board may appoint a director to the Board during the course of the
year to fill vacancies on the Board and newly created directorships to serve until the
next annual meeting of shareholders.

3.

Board Membership Criteria. The Nominating and Corporate Governance

Committee works with the Board on an annual basis to determine the appropriate
characteristics, skills, and experience for the Board as a whole and its individual
members with the objective of having a Board with diverse backgrounds and
experience. Characteristics expected of all directors include independence,
integrity, high personal and professional ethics, sound business judgment, and the
ability and willingness to commit sufficient time to the Board. In evaluating the
suitability of individual Board members, the Board takes into account many factors,
including general understanding of marketing, finance, and other disciplines
relevant to the success of a large publicly traded company in todays business
environment; understanding of the Companys business; educational and
professional background; personal accomplishment; and other factors that the

Board considers relevant. The Board evaluates each individual in the context of the
Board as a whole, with the objective of recommending a group that can best
perpetuate the success of the Companys business and represent shareholder
interests through the exercise of sound judgment, using its diversity of experience.
In making its recommendations to the Board for an incumbent, replacement or
additional director, the Nominating and Corporate Governance Committee reviews
his or her qualifications, including capability, availability to serve, conflicts of interest
and other relevant factors. In determining whether to recommend a director for reelection, the Nominating and Corporate Governance Committee also considers the
directors past attendance at meetings, participation in and contributions to the
activities of the Board, and the results of the most recent Board self-evaluation.
4.

Board Composition. The Board intends that, except during periods of temporary
vacancies, a substantial majority of its directors will be independent. In determining
the independence of a director, the Board will apply the definition of independent
director in the listing standards of the Nasdaq Stock Market and applicable laws
and regulations.

5.

Directors with Significant Job Changes. The Board believes that any director who
retires from his or her present employment, or who materially changes his or her
position, should tender a letter of resignation to the Board. The Board, and
specifically the Nominating and Corporate Governance Committee, would then
evaluate whether the Board should accept the resignation based on a review of
whether the individual continues to satisfy the Boards membership criteria in light of
his or her new occupational status.

6.

Advisory Directors. The Board may, from time to time, appoint one or more
advisory directors to act solely in an advisory capacity. Advisory directors shall not
be counted in determining the size of the Board.

7.

Selection of CEO and Chairman. The Board selects the Companys CEO and
Chairman in the manner that it determines to be in the best interests of the
Companys shareholders. The Board does not have a policy as to whether the
Chairman should be a non-management director or a member of management.
Instead, the Board selects the Companys CEO and Chairman in the manner that it
determines to be in the best interests of the Companys shareholders. When the
Chairman is a member of Company management, the Lead Independent Director of

the Board shall have responsibility for coordinating the activities of the other nonmanagement directors and for performing the duties specified in these guidelines
and such other duties as are assigned from time to time by the Board.
8.

Other Boards and Committees. Without specific approval from the Board, no
director may serve on more than four public company boards (including the
Companys Board) and the CEO and Chairman shall serve on no more than one
other public company board. In calculating service on a public company board,
service on a board of a parent and its substantially owned subsidiary counts as
service on a single board. The Nominating and Corporate Governance Committee
and the Board will take into account the nature of, and time involved in, a directors
service on other boards in evaluating the suitability of individual directors and
making its recommendations to Company shareholders. Service on boards and/or
committees of other organizations should be consistent with the Companys conflict
of interest policies.

9.

Majority Voting. In an election of directors that is determined by the Board to be

an uncontested election, any nominee for director who receives a greater number of
votes against his or her election than votes for such election (a Majority Against
Vote) shall promptly tender his or her resignation following certification of the
shareholder vote.
The Nominating and Corporate Governance Committee shall promptly consider the
resignation offer, and a range of possible responses based on the circumstances
that led to the Majority Against Vote, if known, and make a recommendation to the
Board whether to accept the resignation offer. The Board will act on the Nominating
and Corporate Governance Committees recommendation within 90 days following
certification of the shareholder vote.
Any director who tenders his or her resignation pursuant to this provision shall not
participate in the Nominating and Corporate Governance Committee
recommendation or Board action regarding whether to accept the resignation offer.
However, if each member of the Nominating and Corporate Governance Committee
received a Majority Against Vote at the same election, then the independent
directors who did not receive a Majority Against Vote shall appoint a committee
amongst themselves to consider the resignation offers and recommend to the

Board whether to accept them.

However, if the only directors who did not receive a Majority Against Vote in the
same election constitute three or fewer directors, all directors may participate in the
action regarding whether to accept the resignation offers.
10.

Board tenure. The Board recognizes that it is important for the Board to balance
the benefits of continuity with the benefits of fresh viewpoints and experience.
Therefore, the Board will not nominate for re-election any non-management director
if the director shall have completed ten years of service as a member of the Board
on or prior to the date of the election as to which the nomination relates. However,
the Board expressly reserves the right to extend a particular directors term beyond
such date if the Board determines that it is in the best interests of the Company and
its stockholders.
Board Meetings; Involvement of Senior Management and Independent
Advisors

11.

Board Responsibility. The business of the Company is managed under the

direction of its Board, the primary responsibility of which is to provide oversight,
counseling and direction to the Companys management team in the long-term
interests of the Company and its shareholders. Responsibility for the everyday
affairs lies with the CEO and other members of management. The CEO and
management are responsible for seeking the advice and, in appropriate situations,
the approval of the Board with respect to certain extraordinary corporate actions.
Directors should exercise their business judgment to act in what they reasonably
believe to be in the best interests of the Company and its shareholders, and to
conduct themselves in accordance with their duties of care and loyalty.

12.

Board Meetings Frequency. The Board will generally have at least four
regularly scheduled meetings per year and hold additional special meetings as
necessary. Each director is expected to attend both scheduled and special
meetings, except if unusual circumstances make attendance impractical.

13.

Board Meetings Agenda. The Chairman of the Board, if the Chairman is a nonmanagement director, or otherwise the Lead Independent Director of the Board,
and the CEO will set the agenda for each Board meeting, taking into account

suggestions from other members of the Board. The agenda will be distributed in
advance to each director.
14.

Advance Distribution of Materials. All information relevant to the Boards

understanding of matters to be discussed at an upcoming Board meeting should be
distributed physically or electronically to all members in advance, whenever feasible
and appropriate. Each director is expected to review this information in advance of
the meeting to facilitate the efficient use of meeting time. In preparing this
information, management should ensure that the materials distributed are as
concise as possible, yet give directors sufficient information to make informed
decisions. The Board recognizes that certain items to be discussed at Board
meetings are of an extremely sensitive nature and that the distribution of materials
on these matters prior to Board meetings may not be appropriate.

15.

Access to Employees. The Board should have access to Company employees in

order to ensure that directors can ask all questions and glean all information
necessary to fulfill their duties. Management is encouraged to invite Company
personnel to any Board meeting at which their presence and expertise would help
the Board have a full understanding of matters being considered.

16.

Access to Independent Advisors. The Board and its committees have the right at
any time to retain independent outside auditors and financial, legal or other
advisors, and the Company will provide appropriate funding, as determined by the
Board or any committee, to compensate those independent outside auditors or
advisors, as well as to cover the ordinary administrative expenses incurred by the
Board and its committees in carrying out their duties.

17.

Executive Sessions of Non-Management Directors. The non-management

directors of the Company will meet regularly in executive session. Executive
sessions of the independent directors will be called and chaired by the Chairman of
the Board, if the Chairman is a non-management director, or otherwise by the Lead
Independent Director of the Board. The executive session discussions may include
such topics as the non-management directors determine.

18. Economic Environment -5

Purpose

The Board of Directors (the Board) has established a Finance Committee

(the Committee) for the purpose of overseeing all areas of corporate
finance for Fossil Group, Inc. and its subsidiaries (the Company), including:

capital structure;

equity and debt financings;

capital expenditures;

cash management;

banking activities and relationships;

investments;

foreign exchange activities; and

share repurchase activities.

Membership
The Committee shall be appointed by the Board and shall be comprised of at
least two members, consisting entirely of independent directors of the Board
(as determined by the Board). The Board shall either designate one member
of the Committee as chairperson or delegate the authority to designate a
chairperson to the Committee. Members of the Committee shall be
appointed by the Board upon the recommendation of the Nominating and
Corporate Governance Committee and may be removed by the Board in its
discretion. The independence of the Committee members shall be
determined pursuant to the rules and regulations set by the Securities and
Exchange Commission (the SEC) and the requirements of the National
Association of Securities Dealers
Responsibilities
The Committee shall be responsible for reviewing with Company
management, and (except as specifically noted herein) shall have the power
and authority to approve on behalf of the Board, any and all strategies,
plans, policies and actions related to corporate finance, including the
following:

1.

Capital structure plans and strategies and specific equity or debt financings;

2.

Capital expenditure plans and strategies and specific capital projects;

3.

Strategic and financial investment plans and strategies and specific investments;

4.

Mergers, acquisitions and divestitures;

5.

Cash management plans and strategies and all activities relating to cash accounts and cash
investments portfolio, including the establishment and maintenance of bank, investment and
brokerage accounts; and

6.

Plans and strategies for managing foreign currency exchange exposure and other exposures
to economic risks.

7.

Annual and multi-year operating plans

Notwithstanding the foregoing, the approval of the following matters is

specifically reserved to the full Board: (a) issuances of equity; (b) debt
financings involving more than $20 million; (c) specific capital expenditure
projects involving more than $20 million; and (d) merger, acquisition and
divestiture activities involving companies, businesses or assets valued at
more than $20 million. In addition, notwithstanding the power and authority
of the Committee to act on behalf of the Board with respect to other matters,
the Committee, in its discretion, may submit any such matter, along with its
recommendation with respect thereto, to the full Board for consideration and
approval.
Resources and Authority
The Committee shall have the resources and authority to discharge its
responsibilities, including the authority, to the extent it deems necessary or
appropriate, to retain independent financial, legal or other advisors. The
Company shall provide funding, as determined by the Committee, for
payment of compensation to any independent advisors or administrative
support employed by the Committee.
Any action duly and validly taken by the Committee pursuant to the power
and authority conferred under this Charter shall for all purposes constitute an
action duly and validly taken by the Board and may be certified as such by
the Secretary or other authorized officer of the Company.

Meetings and Reports

The Committee shall meet as often as it determines, but no less than four
times each year, either in person or telephonically, and at such times and
places as the Committee shall determine. A majority of the members of the
Committee present in person or by telephone shall constitute a quorum. The
Committee shall maintain written minutes of its meetings, which will be filed
with the minutes of the Board. At each regularly scheduled meeting of the
Board, the Chair of the Committee shall provide the Board with a report of
the Committees activities and proceedings.

Social Environment -5
OUR CULTURE

We have this saying around the company: All For One. Its a testament to how much better we are when
we work together. Even though we employ thousands of people from all over the world, we share the
same story, and thats whats important. Its a call to action were eager to answer and a mentality were
proud to adopt.

We believe that creativity and hard work are not products of stuffy corporate environments. We dont
really have a name for our dress code, but the word casual is definitely in there somewhere. Feeling
comfortable and inspired at work is an absolute must, so we do our best to instill a home-away-fromhome atmosphere.

OUR CORE VALUES

At Fossil, we do a lot of things. We create watches, jewelry, leather goods, and apparel like its our job (
and it is). We test boundaries regularly, and we use words like relentless and authentic daily. We
understand that our products are only as strong as the stories they tell. So we create with heart, and we
sell with soul. Were able to do all these things because passion is at our core. In fact, our passion is what
drives everything around here, including our two core businesses: the Fossil brand and our portfolio of
licensed brands.

Policy Statement:
Senior Financial Officers of Fossil Group, Inc. (the Company) are charged
with the responsibility and have the authority to protect and preserve the
financial interests of all of the stakeholders in the Company, including,
without limitation, stockholders and employees. The Companys Senior
Financial Officers fulfill this responsibility and authority by developing and
enforcing policies and procedures for the operation of the Companys
financial functions. All Senior Financial Officers of the Company are required
to act in conformance with this Code of Ethics at all times and to encourage
all of their respective subordinates to act in conformance with this Code of
Ethics. For purposes of this Code of Ethics, the term Senior Financial
Officers shall mean the Companys:
Chief Executive Officer
Executive Vice President, Chief Financial Officer
Regional Chief Financial Officer
Senior Vice President, Chief Accounting Officer
Vice President, Finance
Vice President, Tax
Vice President, Accounting
Sr. Director, Corporate Finance
This Code of Ethics may be revised or supplemented from time to time to
reflect changing laws and ethical standards. Each Senior Financial Officer is
responsible for maintaining a working knowledge and understanding of this
Code of Ethics and will be required to certify on an annual basis that he or
she has read, understands and agrees to comply with the most recent
version of this Code of Ethics.
Ethics Policy:
1. Financial Records and Periodic Reporting. Senior Financial Officers will maintain the

Companys transaction and reporting systems and other procedures in a manner

necessary to ensure that:

(a) material business transactions are properly authorized and completely and accurately recorded in
the Companys books and records in accordance with generally accepted accounting principles (GAAP)
and established financial policies and of the Company;
(b) periodic financial communications and reports will be delivered in a timely manner and in a manner
that allows readers and users of the communications and reports to determine the meaning, significance
and consequence of the information presented.

2. Compliance with Applicable Laws, Rules and Regulations. Senior Financial Officers

will:
(a) monitor compliance by the Companys financial departments with applicable federal, state or local
laws, rules or regulations; and
(b) promptly identify, report and correct any detected deviations from applicable federal, state or local
laws, rules or regulations.

3. Internal Controls. Senior Financial Officers will:

(a) report to executive management any significant deficiencies in the design or operation of internal
controls which could adversely affect financial data; and
(b) report to executive management any fraud, whether or not material, that involves management or
other employees who have a significant role in internal controls.

4. Disclosure Controls. Senior Financial Officers will:

(a) establish and maintain disclosure controls and procedures to ensure that material information,
including information from consolidated subsidiaries, is elevated to executive management; and
(b) evaluate the effectiveness of disclosure controls and procedures 90 days prior to Fossils filing of its
annual report.

Enforcement of the Code of Ethics

All employees of the Company shall promptly report to the Companys
General Counsel and to the Chairman of the Audit Committee of the
Companys Board of Directors any violations of this Code of Ethics. Any
violation of this Code of Ethics by any Senior Financial Officer may lead to
disciplinary action up to and including termination.

Technological Environment -5
Though Fossil is known primarily as a fashion brand, there are technologies that the company develops that are
pretty cutting edge. The colour changing technology, used first in the Fossil Kaleido watches, was a big step

forward for the company and a phenomenal success (it is still in the line and still being expanded), while the
work on the SPOT watches with Microsoft (Fossil calls it Wrist Net) is an area the company hopes really takes
off. Wrist Net allows the wearer to customize his/her watch, via the Microsoft MSN network, to display up-todate content (news, weather, sports, ohand the time).

BRAND PROTECTION

For over 30 years, we have dedicated ourselves to designing and producing

the highest quality products. Today, we offer a wide range of products under
our own proprietary brands and through license agreements with some of
the most well-known fashion brands in the world. Unfortunately,
counterfeiters are making cheap imitations that are often mistaken for our
authentic products.
We work with customs authorities, law enforcement and legal
representatives globally in an effort to prevent the sale of counterfeit
versions of our products. To avoid the risk of purchasing counterfeit products,
we recommend you buy our products directly from our FOSSIL or WATCH
STATION stores, our ecommerce
sites: www.fossil.com, www.michele.com, www.relicbrand.com,www.skagen.c
om, www.watchstation.com, www.zodiacwatches.com, or any of our licensed
brands official ecommerce sites, authorized department stores, specialty
retailers or other ecommerce sites that you know to be reputable. Fossil does
not offer its products for sale through individuals, street vendors, internet
auction sites, flea markets or house parties. Please also note that counterfeit
websites will often use a third party trademark in the URL for their sites and
may have content or layout similar to the official website for such brand.
If you believe you are the victim of a fraudulent transaction, we encourage
you to report it to your local law enforcement. You may also report suspected
counterfeit product directly to us at: legal@fossil.com. Please note that we
regret we are not able to authenticate products for you. We appreciate your
help in our fight against counterfeiting!

Logical Identification of Most Promising

Industry in the Country- 5

Fossil has financial success with its own brands and this success has led a number of deals for
licensed watch lines. In 2001, Fossil collaborated with designer Philippe Starck to create the
Starck with Fossil watch collection. The collection features ultra-modern designs and unique
movement. Other licensed watch lines that Fossil designs, manufactures, and distributes
include Burberry, DKNY, Emporio
Armani, Armani
Exchange, Columbia
Sportswear, Diesel, Frank
Gehry,
Karl
Lagerfeld, Tory
Burch, Kate
Spade, Michael
Kors,Callaway Golf, Davis Cup, Marc by Marc Jacobs, Skagen Designs, Michele and Adidas.
When referencing Fossil's watch lines, they are generally regarded as a "manufacturer"; Fossil
also designs and manufacture their own movements under the Fossil Twist Line.
In addition, the company produces collectibles, some of which are based on popular films or pop
culture characters. Previous designs include: Superman, Batman, Wonder Woman, Elvis
Presley, Pirates of the Caribbean, Flash, Green Lantern, Snoopy,Pokmon, Star Wars, Chronicles of
Narnia, Cars and The Matrix.
In 2003, the company released the "Fossil Wrist PDA" wristwatch computer which is a tiny Palm OSbased PDA worn like a watch. In 2006, Fossil released a Caller ID watch.[17]
In 2006, Fossil teamed up with the National Football League in the United States to make the official
watch collection for each team.[18] Fossil also caters to special markets that seek to customize
products
Fossil won awards for "Most Effective Use of Online Creative" and "Best of Show" awards for the
6th Annual DFWIMA Excellence in Interactive Marketing (in 2006). [20] Fossil has also been voted
one of the Top 100 Best Companies to work for in the U.K in 2013 and 2015