STORE SPACES

Macy’s to close six locations, open nine others

BY Marianne Wilson

Cincinnati — Macy’s on Thursday announced what it described as “normal-course adjustments” to its portfolio of Macy’s and Bloomingdale’s stores that include shuttering six locations (all in early spring 2013) and opening nine others.

“We remain committed to operating a successful and growing stores business as part of our company’s Omnichannel strategy for serving customers wherever, whenever and however they prefer to shop,” said Karen M. Hoguet, CFO, Macy’s. “This leads us to open new stores where we see the opportunity to fill gaps in important markets, as well as to make the tough decision to selectively close underperforming stores that no longer meet our performance requirements or where leases are not being renewed.”

In addition to closing its Bloomingdale’s Fashion Show Home Store in Las Vegas, the company will close Macy’s stores in Paseo Colo., Pasadena, Calif.; Belmont, Mass., downtown Honolulu; downtown St Paul, Minn.; and downtown Houston.

As previously announced, nine new and replacement Macy’s and Bloomingdale’s stores are currently planned and/or under construction. New Macy’s stores will be opening in Mall of Victor Valley, Victorville, Calif. (to open spring 2013); Gurnee Mills, Gurnee, Ill.; Mall at Bay Plaza, The Bronx, N.Y. (fall 2014); University Town Center, Sarasota, Fla. (fall 2014); and Shops at Summerlin, Las Vegas, (fall 2014).

In addition, an all-new Macy’s store is being built in Westfield South Shore in Bay Shore, N.Y. (to open in fall 2013) to replace an older store in the same shopping center. And the retailer is expanding its presence in Fashion Show in Las Vegas with a new Macy’s Men’s Store (open in spring 2013) and a significantly remodeled main store.

A new Bloomingdale’s store is being built in Glendale Galleria in Glendale, Calif. (to open in fall 2013) and an all-new Bloomingdale’s is being built in Stanford Shopping Center in Palo Alto, Calif., (spring 2014) to replace an older store in the same shopping center.

A new Bloomingdale’s Outlet store will open in fall 2013 in Fashion Outlets Chicago, now under construction in Rosemont, Ill. The new location will bring to 13 the total number of Bloomingdale’s Outlets, a new concept launched in fall 2010. Four were opened in 2010, with another three added in 2011 and five added in 2012.

Macy’s on Thursday also announced the consolidation of its two separate stores in Ridgedale Center in Minnetonka, Minn., into the one expanded location beginning in early 2014. The current 202,000-sq.-ft. Macy’s main store will be expanded and upgraded by approximately 84,000 sq. ft., with construction beginning in June 2013. When the project is completed in early 2014, the men’s and home businesses currently in a separate building will move into the main Macy’s store.

Once all of these changes have been implemented, Macy’s will operate 798 stores in 45 states, the District of Columbia, Puerto Rico, and Guam. Bloomingdale’s will have a total of 37 full-line and home stores, as well as 13 Bloomingdale’s Outlet stores. Bloomingdale’s also operates in Dubai under a license agreement with Al Tayer Group LLC.

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Former Disney exec new president, CEO of Quiksilver

BY CSA STAFF

HUNTINGTON BEACH, Calif. — Former Disney executive Andy Mooney has been appointed as president and CEO of Quiksilver. He succeeds Quiksilver’s co-founder Bob McKnight, who has been named executive chairman. Mooney will also join the board of directors.

The changes in leadership will become effective January 11.

Mooney most recently served as chairman of Disney Consumer Products, where he oversaw Disney’s worldwide licensing, publishing and retail businesses. During his 11-year tenure at DCP, he developed and launched highly successful new ventures, pioneered innovative business models and tripled retail sales to $36 billion. Prior to that, Mooney spent 20 years at Nike, where he served in a variety of senior level roles with global responsibility, including CMO, founder of Nike’s equipment business and GM of Nike’s global apparel business.

“Under Bob’s extraordinary vision and leadership, Quiksilver has grown from a small board short company into a multi-billion dollar global apparel, footwear and accessory company whose products are distributed in more than 90 countries,” said James G. Ellis, the company’s presiding director. “Bob has made countless contributions to our success, and he has attracted and inspired the company’s world class athletes, creative and dedicated employees and highly talented management team. Bob’s passion for and commitment to this business has been, and will continue to be, an integral part of Quiksilver’s success.”

“We are thrilled and excited to welcome Andy as our next President and CEO,” added Ellis. “Andy has served in a variety of senior leadership roles with two of the largest, most recognized and well respected companies in the world. He is an experienced senior executive with a proven background building consumer brands, developing worldwide marketing strategies and driving global growth. Andy is ideally suited to lead Quiksilver into its next phase of growth and profitability.”

Headquartered in Huntington Beach, Calif., Quiksilver designs, produces and distributes a diversified mix of branded apparel, footwear and accessories that caters to outdoors sports enthusiasts. The company’s products are sold in more than 90 countries in a wide range of distribution, including surf shops, skate shops, snow shops, its proprietary Boardriders Club shops and other company-owned retail stores, other specialty stores, select department stores and through various e-commerce channels.

“This is an exciting time for Quiksilver and me personally as we bring in Andy and his ability to leverage our brands and people with his experience,” said McKnight. “I am very proud of Quiksilver’s many accomplishments and its three global iconic brands, industry leading athletes and gifted team of managers and employees. For the last year, I have worked closely with the board and a leading executive search firm to identify the best possible candidate to succeed me as president and CEO, and I know Andy is the right choice. Working together, Andy and I will ensure that this transition is seamless for all of our stakeholders and that the company will continue to execute on its strategic priorities to deliver long-term shareholder value.”

“I am honored to lead Quiksilver, a company with a stellar reputation, a long, distinguished history of creativity and innovation and strong customer relationships,” said Mooney. “Quiksilver has built a valuable portfolio of global authentic brands. I am enthusiastic and energized about the opportunities ahead, and look forward to working with the board, management team and our employees around the world to continue strengthening our brands, increasing global sales and driving operational efficiencies to fully realize Bob’s vision for Quiksilver.”

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Seven Steps for Developing an Effective Compliance and Ethics Program

BY CSA STAFF

By Kristin Graham Koehler, kkoehler@sidley.com; and Brian P. Morrissey, bmorrissey@sidley.com

An effective compliance and ethics program is essential for virtually all U.S. businesses in today’s regulatory environment, particularly retailers. Essentially, a compliance and ethics program is a set of protocols a company puts in place to prevent and deter unlawful conduct and to promote a culture of compliance. There are at least two reasons to invest the time and resources necessary to create such a program and make it effective. First, an effective compliance program provides management timely and accurate information about potential legal problems and a means of promptly redressing them. Second, if a company is ever investigated for a potential violation of federal law, having an effective compliance program in place may significantly reduce any penalty imposed and may even convince prosecutors not to pursue penalties at all.

It is virtually impossible to prescribe a “one-size-fits-all” compliance program for companies in any industry, especially retail. Most retailers have broad and diverse business lines, and face a multitude of federal regulatory requirements at each phase of their operations, including merchandising, supply chain management, and human resources, to name just a few. Yet, regardless of a particular retailer’s business lines, the core structure of an effective compliance program is largely constant. The “Organizational Sentencing Guidelines,” a set of advisory sentencing benchmarks promulgated by the U.S. Sentencing Commission at the direction of Congress, set forth seven elements necessary to make any compliance program effective. (See the U.S. Federal Sentencing Guidelines, 18 U.S.C.A. §8B2.1, for more detail.)

(1) Standards and Procedures: A company must establish standards and procedures to prevent and detect criminal conduct, and communicate them effectively. At bottom, this is a common sense requirement: if a company expects its employees to do the right thing, it needs to communicate, through standards and procedures, what the right thing is and how it can be accomplished. It is equally important to communicate this information to employees in a concise, practical fashion, rather than through cumbersome legalese.

(2) Leadership and Oversight: A company must give a specific senior executive or committee of executives overall responsibility for the compliance program. However, a company’s “governing authority” — typically its board of directors — must oversee its implementation. In addition, all management, not just those with direct oversight of the program, must understand the company’s policies relevant to their business unit and ensure that employees under their management understand and follow those procedures.

(3) Individuals with Substantial Authority in the Company Cannot Have a Propensity to Act Criminally or Unethically: A company must use “reasonable efforts” not to give individuals who have engaged in illegal activity or other conduct inconsistent with an effective compliance program a role in senior management or supervisory authority over the program (e.g., as a manufacturing plant or sales manager). This does not impose an absolute bar hiring individuals with a history of misconduct in positions of responsibility. Yet, when making hiring decisions, a company should consider the degree to which an individual’s record of misconduct relates to the individual’s anticipated responsibilities.

(4) Communication and Effective Training: A company’s compliance program cannot merely look strong on paper. The company must effectively implement the program through education and training. In the retail industry, training for many employees may need to cover topics such as confidential information, proper accounting, organizational property, gifts and favors, fair labor standards, unfair trade practices, Americans With Disabilities Act rules, sexual harassment, outside employment, and reporting. Training should not merely recite the law, but should explicitly explain the company’s policies and ask employees to think through complex “gray areas” they may encounter in their day-to-day tasks.

(5) Monitoring, Auditing, and Disclosure: A company must audit its compliance program to make sure its elements are actually being implemented and periodically evaluate the program’s effectiveness. For example, auditors may ask employees what they perceive as the “unwritten rules” within the company to determine whether the compliance program’s goals match its actual operation. Separately, a company must provide employees with effective mechanisms through which to anonymously or confidentially report potential misconduct or seek guidance on compliance issues, protect such individuals against retaliation, and adequately follow up on their reports.

(6) Discipline and Incentives: A company must provide appropriate incentives to encourage employees to comply with the program and impose appropriate disciplinary measures when employees fail to do so. It is important for the company to enforce these rules consistently to maintain the credibility of the program.

(7) Corrective Action: A company must address misconduct after it occurs — including, at times, self reporting to the authorities — and must take reasonable steps to prevent similar misconduct in the future. In addition, a company’s Board or Audit Committee must receive regular and meaningful reports on audit results and the status of corrective action.

Finally, once these seven elements are in place, the program must be periodically reassessed and modified to ensure that it is kept current and effective.

All retailers with significant U.S. operations should adopt a compliance program based on the Guidelines’ approach. In addition to providing information about potential problems and a means to address them, such a program offers a company critically important protection if it is ever investigated for potential misconduct. Under federal law, a company typically is liable for the wrongful acts of an employee so long as the employee is acting in an official capacity, even if the employee acted contrary to corporate policy and instructions. If a company finds itself in that position, having an effective compliance program in place can help to insulate it from the harsh sanctions that would otherwise apply by convincing prosecutors that no penalties are appropriate or, at a minimum, reducing any penalty imposed.

With the assistance of counsel and other experts, a compliance program can be tailored to an individual retailer’s precise needs. The seven elements described above, however, provide the essential foundation for any retailer embarking on this process.

Kristin Graham Koehler is a partner in the Washington, D.C., office of Sidley Austin LLP, where her practice focuses on the representation of corporations and individuals in all phases of government enforcement matters, including internal investigations, grand jury proceedings, and trials. She has significant experience in developing corporate compliance and audit programs in a broad range of industries, including retail. She can be reached at kkoehler@sidley.com.

Brian P. Morrissey is an associate in the Washington, D.C., office of Sidley Austin LLP, where his practice focuses on white collar and complex civil litigation matters and appeals. He can be reached at bmorrissey@sidley.com.


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