Code of Conduct

Since 1872, Kimberly-Clark has embraced the same core values of authenticity, accountability, caring and innovation. These values reflect an understanding of our responsibility to make a positive contribution to the people we serve around the globe. In all that we do, we’re building a legacy of positive impact.

We define these expectations in our Code of Conduct. It guides our employees to make the right decisions for Kimberly-Clark, our customers and consumers by fostering a culture of integrity. We hold our business partners to the same high standards that we hold ourselves.

The Code is a resource for our employees, business partners and others who contribute to our success. We consult it regularly, ask questions if we need guidance, and raise any concerns we might have. And retaliation is never tolerated.

At Kimberly-Clark, we speak up, ask questions and seek answers. Contact us with questions or concerns at [email protected].

Amendments and Waivers

It is our policy that any waiver of our Code of Conduct for executive officers or directors may be made only by our Board of Directors or a committee of our Board of Directors.

Any amendments to or waivers of our Code of Conduct applicable to our Chief Executive Officer, Chief Financial Officer or Vice President and Controller will be posted on this website.

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Stock Option Purchases

Kimberly-Clark's policies and stock option plans require options to be granted at no less than the closing price of Kimberly-Clark common stock on the effective date of grant. Kimberly-Clark's Management Development and Compensation Committee (the "Committee"), which is composed entirely of independent directors, administers Kimberly-Clark's executive equity plans.

Annual stock option grants to our elected officers, including our executive officers, are generally made each year at a meeting of the Committee that is scheduled at least one year in advance. However, if the meeting of the Committee at which the grants are approved occurs during the period beginning on the first day of the final month of the calendar quarter and ending on the date of the release of our earnings, the stock option grants will be effective on the first business day following the release of our earnings. Our executives are not permitted to choose the grant date for their individual stock option grants.

The Chairman of the Board and Chief Executive Officer has been delegated the authority to approve equity grants, including stock options, to employees who are not elected officers of Kimberly-Clark. These grants include scheduled annual grants, which are subject to a limit set by the Committee, and recruiting and special employee recognition and retention grants, which may not exceed 200,000 shares in any calendar year. The Chief Executive Officer is not permitted to make any grants to any of our elected officers, including our executive officers.

Annual stock option grants to non-elected officers approved by our Chief Executive Officer are effective on the same date as the annual stock option grants to elected officers.

Recruiting, special recognition and retention stock option grants are made on a pre-determined date following the release of our earnings during each quarter.

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Hedging and Pledging Policy

Our insider trading policy prohibits any director, executive officer or any other officer or employee subject to its terms (approximately 200 people) from entering into short sales or derivative transactions to hedge their economic exposure to our common stock. In addition, these officers and employees are prohibited from pledging our stock, including through holding our stock in margin accounts.

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Contact the Board

Kimberly-Clark believes that communication between the Board, stockholders and other interested parties is an important part of the Corporation's corporate governance process. To this end, the Corporation has established the following procedures by which interested parties may communicate with the Board.

Stockholders and other interested parties may send written communications to the Board in care of the Lead Director:

Lead Director
Kimberly-Clark Corporation
P.O. Box 619100
Dallas, Texas 75261-9100

The Lead Director has determined that it would be appropriate for communications addressed to the Board to be received by the Corporation's Stockholder Services Department and reviewed first by the Corporate Secretary's office. The Lead Director has instructed the Corporate Secretary to:

Refer good faith allegations of improper accounting, internal controls or auditing matters affecting the Corporation to the General Counsel for processing under the procedures established by the Audit Committee.
Refer good faith allegations of other improper conduct affecting the Corporation to the Lead Director and the General Counsel.
Refer questions concerning the Corporation's products and human resources issues to the appropriate department in the Corporation for a response.
Refer comments concerning the Corporation's general corporate governance, as well as similar communications, to the Lead Director.

The Corporate Secretary will advise the Board at its regularly scheduled meetings of significant communications from stockholders and other interested parties.