Corporate Governance

• Code of Conduct and Ethics
• Code of Ethics for Senior Financial Officers
• Audit Committee Charter
• Nominating Committee Charter
• Board of Director Candidate Guidelines

Code of Conduct and Ethics

This Code of Ethics applies to all of the directors, officers and employees of Del Laboratories, Inc. (the “Company”).

1. The directors, officers and employees are expected to commit themselves to the highest standards of honesty and integrity in all aspects of their business and by considering the ethical implications of their actions as they fulfill their responsibilities to the Company and in their interactions with customers of the Company.
   
   
2. The directors, officers and employees are to refrain from activities involving or appearing to involve conflict of interest between themselves and the Company or its subsidiaries or, in the alternative, to obtain approval from the Company's Board of Directors before engaging in transactions that may, or may appear to, involve a conflict of interest. Such activities include:
   
   
   • Entering into or approving transactions on behalf of the Company or its subsidiaries with themselves or with their relatives or affiliates;
     
     
   • Holding a significant financial interest in any supplier, contractor, customer, competitor or security holder of the Company or its subsidiaries;
     
     
   • Accepting gifts, loans or preferential treatment from any supplier, contractor, customer, competitor or security holder of the Company or its subsidiaries;
     
     
   • Soliciting favors or items of value from any supplier, contractor, customer, competitor or security holder of the Company or its subsidiaries;
     
     
   • Benefiting improperly from the use or disposition of the Company's or its subsidiaries' property; and
     
     
   • With respect to employees, holding other employment which is in conflict with the business interests of Del, without permission

• The Company's accounting records, as well as reports produced from those records, are in accordance with Generally Accepted Accounting Principles and the rules and regulations of the Securities and Exchange Commission and applicable stock exchanges.
  
  
• The Company's records fairly and accurately reflect the transactions to which they relate and are properly classified both as to their nature and the appropriate fiscal period.
  
  
• The Company's records fairly and accurately reflect, in reasonable detail, the Company's assets, liabilities, revenues and expenses.
  
  
• All financial transactions are supported by fully fair and complete documentation.
  
  
• No information relating to the Company is concealed from the Company's independent auditors.

The directors, officers and employees must comply with all governmental laws, rules and regulations which pertain to the Company including but not limited to antitrust laws, anti bribery laws, environmental, health and safety laws, export laws, foreign corrupt practices laws, insider trading laws and political activities laws. If any director, officer or employee fails to comply with this Code, such person will be subject to disciplinary measures, including termination of employment. For employees of the Company, this Code of Conduct and Ethics supplements, but does not replace, any Company policies set forth in the Company's Policies and Procedures Manual. If a violation of this Code of Conduct and Ethics is discovered or suspected by a director, officer or employee, such person must, anonymously, if desired, promptly send a detailed note, with relevant documents, to:

Church Moore, Chairman
Del Laboratories, Inc. Audit Committee
c/o Kelso & Company
320 Park Ave., 24th Floor, New York , NY 10022

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Code of Ethics for Senior Financial Officers

Senior Financial Officers hold an important and elevated role in corporate governance. As part of the Del Laboratories, Inc. Leadership Team, Senior Financial Officers, including the Chief Executive Officer, Chief Financial Officer, Controller, Treasurer and Financial Reporting Officer are vested with both the responsibility and authority to protect, balance and preserve the interests of all of the enterprise stakeholders, including shareholders, clients, employees, suppliers, and citizens of the communities in which business is conducted. Senior Financial Officers fulfill this responsibility by prescribing and enforcing the policies and procedures employed in the operation of the enterprise's financial organization, and by demonstrating the following:

I. Honest and Ethical Conduct

Senior Financial Officers will exhibit and promote the highest standards of honest and ethical conduct through the establishment and operation of policies and procedures that:

• Encourage and reward professional integrity in all aspects of the financial organization, by eliminating inhibitions and barriers to responsible behavior, such as coercion, fear of reprisal, or alienation from the financial organization or the enterprise itself.
  
• Prohibit and eliminate the appearance or occurrence of conflicts between what is in the best interest of the enterprise and what could result in material personal gain for a member of the financial organization, including Senior Financial Officers.
  
• Provide a mechanism for members of the finance organization to inform senior management of deviations in practice from policies and procedures governing honest and ethical behavior.
  
• Demonstrate their personal support for such policies and procedures through periodic communication reinforcing these ethical standards throughout the organization.

II. Financial Records and Periodic Reports

Senior Financial Officers will establish and manage the enterprise transaction and reporting systems and procedures to ensure that:

• Business transactions are properly authorized and completely and accurately recorded on the Company's books and records in accordance with Generally Accepted Accounting Principles (GAAP) and established company financial policy.
  
• The retention or proper disposal of Company records shall be in accordance with established enterprise financial policies and applicable legal and regulatory requirements.
  
• Periodic financial communications and reports will be delivered in a manner that facilitates the highest degree of clarity of content and meaning so that readers and users will quickly and accurately determine their significance and consequence.

III. Compliance with Applicable Laws, Rules and Regulations

Senior Financial Officers will establish and maintain mechanisms to:

• Educate members of the finance organization about any federal, state or local statute, regulation or administrative procedure that affects the operation of the finance organization and the enterprise generally.
  
• Monitor the compliance of the finance organization with any applicable federal, state or local statute, regulation or administrative rule.
  
• Identify, report and correct in a swift and certain manner, any detected deviations from applicable federal, state or local statute or regulation.

IV. Compliance with Item 406 of SEC Regulation S-K

The Company's Code of Ethics for Senior Financial Officers (the “Code”) is intended to deter wrongdoing and to promote:

(i) full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;

(ii) the prompt internal reporting of violations of the Code to the Chief Financial Officer, the Chief Executive Officer or the Chair of the Audit Committee of the Company's Board of Directors; and

(iii) accountability for adherence to the Code.

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Audit Committee Charter

I. PURPOSE

The Audit Committee (the “Committee”) is appointed by the Board of Directors of Del Laboratories, Inc. (the “Company”) to assist the Board of Directors (the “Board”) in fulfilling its responsibility to oversee management’s conduct of the Company’s financial reporting process and the audit efforts of the Company’s independent accountants and internal auditors, if any, including the financial information provided by the Company to any governmental or regulatory body, the public or other users thereof, the Company’s systems of internal accounting and financial controls and the annual independent audit of the Company’s financial statements.In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and the power to retain outside counsel, auditors or other experts for this purpose. The Board and the Committee are in place to represent the Company’s shareholders; accordingly, the outside auditor is ultimately accountable to the Board and the Committee.It is the objective of the Committee to maintain free and open means of communications with the Board, the independent accountants, the internal auditors, if any, and the financial and senior management of the Company. The Committee shall review the adequacy of this Charter on an annual basis.

II. MEMBERSHIP

The Committee shall be comprised of three or more members of the Board, as determined from time to time by resolution of the Board. Each member of the Committee shall satisfy the independence standards specified in Section 121A of the American Stock Exchange Company Guide and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Accordingly, all of the members will be directors:

1. Who have no relationship to the Company that may interfere with the exercise of their independence from management and the Company; and
2. Who can read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. Additionally, the Committee shall have, at all times, at least one member who is financially sophisticated, in that he or she has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including but not limited to being or having been a chief executive officer, chief financial officer, or other senior officer with financial oversight responsibilities.
3. The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board or at such other time as may be determined by the Board. The Chairman of the Committee shall be designated by the Board, provided that if the Board does not so designate a Chairman, the members of the Committee, by majority vote, may designate a Chairman. The presence of a majority of the Committee’s members shall constitute a quorum for any meeting of the Committee.

III. KEY RESPONSIBILITIES

The Committee’s job is one of oversight and it recognizes that the Company’s management is responsible for preparing the Company’s financial statements and that the outside auditors are responsible for auditing those financial statements. Additionally, the Committee recognizes that financial management as well as the outside auditors, have more time, knowledge and more detailed information on the Company than do Committee members; consequently, in carrying out its oversight responsibilities, the Committee is not providing any expert or special assurance as to the Company’s financial statements or any professional certification as to the outside auditor’s work.The following functions shall be the common recurring activities of the Committee in carrying out its oversight function.

• The Committee shall meet on at least a quarterly basis, or more frequently as circumstances dictate. At least one of these meetings shall be in person. The other meetings may be conducted telephonically.

• The Committee shall be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, and each such registered public accounting firm must report directly to the Committee.

• The Committee shall pre-approve all audit and permitted non-audit services to be performed by the independent auditors subject to procedures that may be established by the Committee.

• The Committee shall establish procedures for: (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

• The Committee shall keep minutes of all audit committee meetings, report the significant matters addressed at such meetings to the Board of Directors, and provide copies of the minutes to the Board.

• The Committee shall review significant findings identified by the independent auditors in a management letter or otherwise, together with management’s responses to such findings.

• The Committee shall review the independent auditors’ audit plan, including a discussion of the scope, staffing, locations, reliance upon management, and general audit approach, and monitor such plan’s progress and results during the year.

• The Committee shall establish, review and update periodically a code of ethical conduct relating to the avoidance of conflicts of interest and other matters, and ensure that management has established a system to enforce this code.

• The Committee shall review annually a summary of any directors’ and officers’ related party transactions and potential conflicts of interests.

• The Committee shall review with management and the outside auditors the audited financial statements and will recommend to the Board of Directors if the audited financial statements should be included in the Company’s Annual Report on Form 10-K (or the Annual Report to Shareholders if distributed prior to the filing of Form 10-K). The Committee will review and consider with the outside auditors the matters required to be discussed by Statement of Auditing Standards (“SAS”) No. 61.

• As a whole, or through the Committee chair, the Committee shall review, if practical, with the outside auditors the Company’s interim financial results to be included in the Company’s quarterly reports to be filed with Securities and Exchange Commission (“SEC”) and any matters required to be discussed by SAS No. 61.

• The Committee shall discuss with management and the outside auditors the quality and adequacy of the Company’s internal controls.

• The Committee shall:
  • Request from the outside auditors annually, a formal written statement delineating all relationships between the auditor and the Company consistent with Independence Standards Board Standard Number 1;
  • Discuss with the outside auditors any such disclosed relationships and their impact on the outside auditor’s independence; and
  • Take appropriate action to oversee the independence of the outside auditor


• The Committee, subject to any action that may be taken by the full Board, shall have the ultimate authority and responsibility to select (or nominate for shareholder approval), evaluate and, where appropriate, replace the outside auditor.
  
• The Committee shall prepare an annual audit committee report to stockholders and related disclosure as required by the SEC, to be included in proxy statements relating to election of directors.

• The Committee shall perform such additional activities, and consider such other matters, within the scope of its responsibilities, as the Committee or the Board deems necessary or appropriate.

• The Committee shall provide management, the Company’s independent auditors and internal auditors, if any, with appropriate opportunities to meet privately with the Committee.

To the extent required to maintain compliance with the audit committee requirements of the American Stock Exchange, the Committee shall ensure that the Company provides the American Stock Exchange with written confirmation and certification of such matters as may be required by the rules of the American Stock Exchange.

IV. RESOURCES AND AUTHORITY OF THE COMMITTEE

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate and approve the fees and other retention terms of special or independent counsel, accountants or other experts and advisors, as it deems necessary or appropriate, without seeking approval of the Board or management. The Company shall provide for appropriate funding, as determined by the Committee, for payment to such third parties and the independent auditors, and for administrative expenses that are necessary or appropriate for the Committee in carrying out its duties.

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Nominating Committee Charter

The Nominating Committee's responsibilities and powers as delegated by the board of directors are set forth in this charter. The Committee relies to a significant extent on information and advice provided by management and independent advisors. Whenever the Committee takes an action, it exercises its independent judgment on an informed basis that the action is in the best interests of the Company and its stockholders.

I. PURPOSE

As set forth herein, the Committee shall, among other things, discharge the responsibilities of the board of directors relating to the appropriate size, functioning and needs of the board including, but not limited to, recruitment and retention of high quality board members, committee composition and structure, board assessment and related party and conflicts oversight.

II. MEMBERSHIP

The Committee shall consist of at least three members of the board of directors as determined from time to time by the board. Each member shall be "independent" in accordance with the listing standards of the American Stock Exchange, as amended from time to time.

The board of directors shall elect the members of this Committee at the first board meeting practicable following the annual meeting of stockholders and may make changes from time to time pursuant to the provisions below. Unless a chair is elected by the board of directors, the members of the Committee shall designate a chair by majority vote of the full Committee membership.

A Committee member may resign by delivering his or her written resignation to the chairman of the board of directors, or may be removed by majority vote of the board of directors by delivery to such member of written notice of removal, to take effect at a date specified therein, or upon delivery of such written notice to such member if no date is specified.

III. MEETINGS AND COMMITTEE ACTION

The Committee shall meet at such times as it deems necessary to fulfill its responsibilities. Meetings of the Committee shall be called by the chairman of the Committee upon such notice as is provided for in the by-laws of the company with respect to meetings of the board of directors. A majority of the members shall constitute a quorum. Actions of the Committee may be taken in person at a meeting or in writing without a meeting. Actions taken at a meeting, to be valid, shall require the approval of a majority of the members present and voting. Actions taken in writing, to be valid, shall be signed by all members of the Committee. The Committee shall report its minutes from each meeting to the board of directors.

The chairman of the Committee shall establish such rules as may from time to time be necessary or appropriate for the conduct of the business of the Committee. At each meeting, the chairman shall appoint as secretary a person who may, but need not, be a member of the Committee. A certificate of the secretary of the Committee setting forth the names of the members of the Committee or actions taken by the Committee shall be sufficient evidence at all times as to the persons constituting the Committee, or such actions taken.

IV. DUTIES AND RESPONSIBILITIES

The Committee's duties and responsibilities include:

• Monitoring and making recommendations regarding committee functions, contributions and composition.
  
• Developing the criteria and qualifications for membership on the board.
  
• Developing programs for the continuing education of all directors and for the orientation of new directors.
  
• Reviewing and making recommendations to the board of directors regarding director compensation.
  
• Establishing and periodically reviewing director retirement policies and making recommendations to the board of directors, regarding these policies.
  
• Reviewing and making recommendations to the board of directors regarding the appropriate level of director and officer liability insurance and evaluating the appropriateness of providing indemnity to the Company's officers, directors or agents on a case-by-case basis, including the appropriateness of advancing fees and expenses.
  
• Considering all questions regarding a conflict of interest involving any board members, the company, its subsidiaries or their respective officers.
  
• Evaluating, on an annual basis, the Committee's performance.
  
• Making recommendations to the board on methods for enhancing services to, and improving communications and relations with, the Company's stockholders.

V. POWERS AND AUTHORITY

Subject to such specific constraints as may be imposed by the board of directors, the board of directors delegates to the Committee all powers and authority that are necessary or appropriate to fulfill its duties and responsibilities hereunder, including but not limited to:

• Recruiting, reviewing and nominating candidates for election to the board of directors or to fill vacancies on the board of directors.
  
• Reviewing candidates proposed by stockholders, and conducting appropriate inquiries into the background and qualifications of any such candidates.
  
• Administering any director compensation plans.
  
• Retaining and terminating any professionals (such as search firms, attorneys and compensation professionals) to assist in evaluating, designing and documenting of director compensation, including sole authority to approve the professional's fees and other retention terms.
  
• Establishing subcommittees for the purpose of evaluating special or unique matters.

VI. REPORTING

The Committee shall prepare a statement each year concerning its compliance with this charter for inclusion in the company's proxy statement.

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Board of Director Candidate Guidelines

The Nominating Committee of Del Laboratories, Inc. (the “Corporation”) identifies, evaluates and recommends candidates to become members of the Board of Directors (“Board”) with the goal of creating a balance of knowledge, experience and diversity. Nominations to the Board may also be submitted to the Nominating Committee by the Corporation's stockholders in accordance with the Corporation's policy. Candidates are reviewed in the context of current composition of the Board, the operating requirements of the Corporation and the long-term interests of the Corporation's stockholders. In conducting this assessment, the Committee will consider and evaluate director-candidates based upon the following factors:

• Whether the candidate is independent pursuant to the requirements of the American Stock Exchange.
  
• Candidates should be accomplished in their respective fields and have reputations, both personal and professional, that are consistent with the image and reputation of the Corporation.
  
• Candidates should generally be, or have been, chief executive officers, chief operating officers or chief financial officers or have other high-level managerial experience in a relatively complex organization.
  
• Candidates should have the ability to read and understand basic financial statements. The Nominating Committee will also determine if any of the candidates satisfy the criteria for being an “audit committee financial expert,” as defined by the Securities and Exchange Commission.
  
• Candidates should have relevant experience and expertise and be able to provide insights and practical wisdom based on that experience and expertise.
  
• Candidates should have knowledge of the Corporation and issues affecting the Corporation.
  
• Candidates should be committed to enhancing stockholder value.
  
• Candidates should understand, or have the capacity to understand, fully the legal responsibilities of a director and the governance processes of a public company.
  
• Candidates should be of high moral and ethical character and should be willing to apply sound, objective and independent business judgment, and to assume broad, fiduciary responsibility.
  
• Candidates should have, and be willing to commit, the required hours necessary to discharge the duties of Board membership.
  
• Candidates should not have any prohibitive interlocking relationships or conflicts of interest.
  
• Candidates should be able to develop a good working relationship with other Board members and contribute to the Board's working relationship with the senior management of the Corporation.

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