VF Corporation Internal Audit Charter

The VF Internal Audit Department is directed by the Vice President, Internal Audit, who reports jointly to the Chief Financial Officer of the Corporation and to the Audit Committee of the Board of Directors.

The Internal Audit Department has eight primary objectives:

1. Assuring the Reliability of Information - Provides the Audit Committee of VF’s Board of Directors and VF management with a means to reasonably assure that financial and operating information is reliable.

2. Assuring the Effectiveness and Efficiency of Operations - Provides the Audit Committee of VF’s Board of Directors and VF management with a means to reasonably assure that operations are conducted in an effective and efficient manner.

3. Assuring Compliance with Applicable Laws and Regulations – Provides the Audit Committee of VF’s Board of Directors and VF management with a means to reasonably assure VF’s compliance with applicable laws and regulations.

4. Identifying Value at Risk – Assists VF management in identifying areas of VF’s operations where the value of the Corporation could be enhanced or further safeguarded.

5. Monitoring Contractor Compliance – Monitors inspection and certification of all third-party contractors used by VF, or its licensees.

6. Monitoring Business Practices – Monitors and identifies opportunities to optimize VF management’s compliance with Sections 302 and 404 of the Sarbanes-Oxley Act of 2002. Provides VF management with a means to reasonably assure compliance with VF’s Records and Information Management Policy.

7. Coordinating External Audit Firms – Coordinates the audit and non-audit services performed by those external audit firms engaged by VF, and helps mitigate the cost of related fees.

8. Recruitment and Development – VF Internal Audit serves as a key recruitment and development pool for support of VF’s future staffing needs. In this respect, talented individuals with high leadership potential, and strong educational and professional backgrounds, are recruited. These individuals are trained in delivery of strategic assurance to VF and afforded broad exposure to VF’s operations.

To satisfy these objectives, the Internal Audit Department has access to all associates, and all information within the Corporation. Internal audits are performed pursuant to an annual audit plan approved by the Audit Committee. Audit reports containing internal audit observations and management action plans are issued to senior VF management. On a quarterly basis, the Internal Audit Department monitors whether management’s action plans have been completed timely.