Code of Business Conduct and Ethics

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Sotheby's Code of Business Conduct and Ethics

August 8, 2007

Basic Principles
Encourage a work environment where ethical conduct is recognized, valued and exemplified by all Employees.
Be honest and fair, and uphold Sotheby's ethical standards in all of our business activities and relationships.
Respect and adhere to the laws and regulations that govern Sotheby's business conduct worldwide.
Avoid conflicts between personal and professional interests.
Respect and maintain the confidentiality of information obtained from the company.
Respect and maintain the confidentiality of information obtained from our clients.
Protect assets entrusted to us by our clients.
Protect company assets and ensure their proper use.
Report any illegal or unethical behavior or any other behavior that violates this Code or company policies.
Be accountable personally for adherence to this Code and any company policies.

Sotheby's and its worldwide subsidiaries and controlled affiliates (collectively, "Sotheby's") are committed to maintaining the highest ethical standards in the operation of their businesses. The actions of every director, officer and employee of Sotheby's (collectively, "Employees") affect the company's reputation and integrity. Sotheby's Code of Business Conduct and Ethics was created to help Employees make consistent ethical decisions when conducting Sotheby's business. All Employees are expected to follow the spirit and letter of this Code and any company policies, as well as develop a working knowledge of their provisions.
To whom does the Code apply?
Sotheby's Employees worldwide.
Consultants and other third parties representing Sotheby's.
Important Topics

In addition to the Basic Principles listed above, the following topics require special attention. Many of these topics are covered by existing company policies which remain in effect.

Compliance with laws, rules and regulations

There are many laws, rules and regulations that apply to Sotheby's worldwide. It is an important challenge for all of us to understand how these laws, rules and regulations may apply to our business activities. We are expected to obey all of the laws, rules and regulations that govern our business conduct.

If there is any uncertainty about the laws, rules and regulations that apply, then please seek advice from management or the Legal or Compliance Departments.

Fair Dealing

We should endeavor to deal fairly with the company's clients, suppliers, competitors and other Employees. No one should take unfair advantage of anyone else through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.

This requirement of fair dealing does not alter the existing legal rights and obligations of Sotheby's and its Employees, including "at will" employment arrangements.

Conflicts of Interest

A "conflict of interest" occurs when a person's private interests conflict or interfere in any way — or even appear to conflict or interfere — with the interests of Sotheby's. A conflict situation can arise when an Employee takes actions or has interests that may make it difficult to perform objectively and effectively his or her duties at Sotheby's. Conflicts of interest also arise when an Employee, or a member of his or her family, receives improper personal benefits as a result of his or her position at Sotheby's.

We are expected to follow company policies regarding purchasing and selling property through Sotheby's and otherwise to avoid actions and relationships which might conflict or appear to conflict with our job responsibilities or the interests of Sotheby's. With proper and prompt disclosure, many conflicts of interest, and apparent conflicts of interest, can be effectively managed and controlled without negative consequences or impact on the reputation and integrity of Sotheby's or the individuals involved. Potential conflicts must be reported immediately to the Worldwide Director of Compliance.

Corporate Opportunities

Employees owe a duty to the company to advance Sotheby's legitimate interests when the opportunity to do so arises.

Therefore, it is improper to:
use Sotheby's property, information, or your position for personal gain.
compete with Sotheby's directly or indirectly.
make decisions or take actions that are contrary to the best interests of Sotheby's.


We are required to maintain the confidentiality and respect the proprietary nature of information entrusted to us by Sotheby's or its clients, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to Sotheby's or its clients, if disclosed.

Protection and proper use of company assets

Theft, carelessness and waste have a direct impact on Sotheby's business. We should protect the company's assets and ensure their efficient use. All company assets should be used for legitimate business or authorized incidental purposes only.

Insider Trading

If we possess material, non-public information about Sotheby's (or any other company with which we do business), we are prohibited from using or sharing that information for stock trading purposes or for any other purpose except internally as necessary for the conduct of our business. Information is material if it is likely that a reasonable investor would consider the information important in arriving at a decision to buy, sell, or hold a company's securities. To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical, but also illegal. If there are any questions on this matter, please consult the Legal or Compliance Departments.

Because of the nature of their jobs and their positions, all of our directors and certain of our employees are subject to additional restrictions with respect to trading in the Company's securities. Each of them has been, and will continue to be, notified of this status and the restrictions involved.

Public Disclosures

Sotheby's is a public company and is required by laws and regulations to file certain reports and make certain disclosures. The information in our public communications, including SEC filings, must be full, fair, accurate, timely and understandable. Sotheby's also requires the same criteria for information necessary to make business decisions. All of the company's books, records, accounts, financial statements and disclosures must be prepared subject to our system of internal control, must appropriately reflect the company's transactions and must conform to applicable legal requirements.

Employees shall promptly bring to the attention of the Disclosure Committee (through the Worldwide General Counsel or the Corporate Controller) any credible information he or she may have concerning:
significant deficiencies in the design or operation of internal controls which could adversely affect Sotheby's ability to record, process, summarize and report financial data, or
any fraud, whether or not material, that involves management or other employees who have a significant role in Sotheby's financial reporting, disclosures or internal controls.

Employees are prohibited from directly or indirectly taking any actions to influence, coerce, manipulate or mislead Sotheby's independent auditors for the purpose of rendering Sotheby's financial statements misleading.

Reporting of illegal or unethical behavior

If any person becomes aware of anything that could be construed as a fraudulent or illegal act or of any potentially improper or inappropriate issue relating to Sotheby's accounting, internal accounting controls or auditing matters, or becomes aware of any other violation of this Code or any company policy, then that person should report such occurrence to a supervisor, or to the Worldwide Director of Compliance, or call our independently operated, toll-free, 24 hours a day, Confidential Hotline at 1-800-738-3051. For a toll-free call outside the United States, use the AT&T Direct Access Number for your country, which can be found at: Please be assured that this hotline is completely confidential and if you prefer, anonymous.

If anyone is unsure as to whether a person's behavior is illegal, unethical or otherwise in violation of this Code or company policy, then they are encouraged to talk with a supervisor or management about the best course of action.

If a violation is reported, every effort will be made to keep the informant's identity confidential. It is also Sotheby's policy to prohibit retaliation against persons who, in good faith, report actual or apparent violations of the Code and any company policies. If there is a need for an internal investigation of misconduct or violation of this Code or any company policy, your cooperation is expected.
Personal Commitment

This Code and other company policies apply to all Employees and impose special obligations on many Employees depending on the nature of the work they perform. It is the personal responsibility of every Employee to abide by this Code and any company policies. Periodically, Sotheby's asks Employees to acknowledge their commitment to the spirit and letter of this Code and company policies by signing a personal acknowledgement.
Management Responsibilities

By nature of their job and opportunities, directors, officers and managers have greater responsibilities than other employees in implementing this Code, as well any company policy. Directors, Officers and managers are required to:
Follow the letter and spirit of Sotheby's internal rules, policies and procedures and lead by setting a positive example.
Create an atmosphere supportive of Sotheby's internal rules, policies and procedures, encouraging Employees to ask questions about the rules, policies and procedures and, as appropriate, referring the Employee or the question to the Compliance Department.
Make sure that Employees who report to the manager are aware of, trained on and understand the Company's internal rules, policies and procedures.
Consider the Employee's compliance with Sotheby's internal rules, policies and procedures when evaluating and/or rewarding Employees in terms of salary, bonus and promotions.
Make sure that Employees attend annual Compliance Refresher Training.
Employee Responsibilities

We must follow the basic obligations under this Code and all other policies:
Learn the details of the internal rules, policies and procedures that apply to the Employee's specific areas of responsibility. Each Employee should have a basic understanding of the issues covered by each policy and a detailed understanding of the policies that relate to the Employee's position.
Contact the Compliance Department when the Employee has any questions about the meaning or interpretation of an internal rule, policy or procedure.
Report promptly to the Compliance Department any concerns that you or your colleagues may have about actual or potential violations of any of Sotheby's rules, policies or procedures.
Cooperate fully and honestly with any investigation into the actual or potential breach of any of Sotheby's internal rules, policies or procedures.
Attend required training on Sotheby's internal rules, policies or procedures.
Penalties for violations

Employees who violate the spirit or letter of this Code or any company policy are subject to disciplinary action, including termination of employment. The following types of conduct may result in disciplinary action:
Actions that violate this Code or company policies
Requesting others to violate this Code or company policies
Failure to promptly report a known or suspected violation of this Code or company policy
Failure to cooperate with an investigation of a possible violation of this Code or company policy
Retaliation against another Employee for reporting a violation of this Code or company policy
Failure to demonstrate the guidance or effort needed to ensure compliance with this Code or company policies, as well as applicable laws and regulations

Violations of this Code or company policies can also be illegal and may subject the individual or the company to criminal penalties or civil sanctions.
Investigation and waiver of this Code

Investigations of conduct by Employees other than directors and executive officers will normally be undertaken by the Worldwide Director of Compliance. Waivers of this Code for all such persons may only be made by the Worldwide Director of Compliance.

The Worldwide Director of Compliance shall discuss with the Board of Directors all reports concerning violations and disclosures concerning conflicts of interest that involve directors and executive officers, in a timely manner. The Board of Directors shall make the ultimate decision on appropriate actions to be taken in relation to directors and executive officers, including whether further action or investigation is called for, whether a waiver of this Code is appropriate and, if so, under what conditions, and, in instances of a Code violation, whether sanctions are appropriate. Any changes in or waivers of this Code for executive officers or directors will be promptly disclosed as required by law or the regulations of the New York Stock Exchange.

Sanctions for all Employees shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code, and may include the termination of employment and/or reference of the matter to law enforcement authorities.