Lowe's Home Improvement
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Lowe's values our reputation for maintaining high ethical standards in our workplaces and around the world where we do business. Integrity, one of our core values, is demonstrated every day through interaction with customers, fellow employees, vendors, shareholders and nonprofit organizations, like the American Red Cross and Habitat for Humanity®. Every employee, while acting on behalf of the company, must comply with all applicable governmental laws, rules and regulations, and should avoid engaging in any conduct that, even though legally permissible, is inconsistent with the ethical principles to which Lowe's subscribes.

Our expectations are contained in the Lowe's Code of Business Conduct and Ethics, which confirms our commitment to maintaining an environment in which all of our employees work together with respect. Every new employee is asked to read, review and understand the Code of Conduct, which is available to them on our intranet site and to the general public on Lowes.com. Lowe's also offers a companywide ethics course online to give employees the information they need to use the Code of Conduct as a guide to conducting business. The course also educates employees about the specifics of Lowe's reporting procedures and compliance resources. Additionally, each year employees are asked to certify their compliance with the Code of Conduct by reviewing the code and responding to an online certification request. This certification allows employees to disclose any work-related situations in the event they feel unsure of their compliance with the Code of Conduct.

At Lowe's, we encourage honest communication and support our employees by providing multiple channels through which they can seek answers to work-related questions or report illegal and / or unethical conduct without fear of retribution. Lowe's Open Door program provides employees access to managers, starting with their direct supervisor. Employees who become aware of conduct that potentially violates the Code of Conduct can call Lowe's confidential 24-hour Open Door hotline.

Governance

Lowe's commitment to responsible corporate citizenship and the long-term growth of our business starts at the top. Our board of directors oversees the sound governance practices that have guided our success for decades. Through constructive engagement with management and shareholders, and informed by our core values, the board provides oversight and counsel that strengthens our culture of integrity, accountability and responsible business practices.

Lowe's board of directors consists of 12 members, 11 of whom are independent. Robert A. Niblock, chief executive officer of Lowe's since 2005, is chairman of the board of directors. The fundamental role of the board of directors is to exercise business judgment to act in what they reasonably believe to be the best interests of Lowe's and its shareholders. Directors must disclose to each other any potential conflicts of interest they might have with respect to any matter under discussion and, if appropriate, refrain from voting on a matter in which they might have a conflict.

The board of directors has a standing Audit Committee, Compensation Committee, Executive Committee and Governance Committee. Nominations for board membership are determined by Lowe's 11-member Governance Committee, which is also responsible for developing Lowe's Corporate Governance Guidelines and for overseeing the evaluation of the board and management of the company. Lowe's Corporate Governance Guidelines, including our policy on board compensation and membership criteria and other matters that are fundamental to shareholders' interests, are available at Lowes.com.

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