Partnering with Responsible Suppliers

We seek to partner only with suppliers that share our values and our commitment to ethical and responsible business practices. We strongly believe the quality of our merchandise begins with the treatment of the people who create our products. For that reason, we have a Supplier Code of Conduct and Compliance Guidebook that outlines our standards for suppliers. While we recognize there are different legal and cultural environments in which our suppliers operate around the world, we expect our suppliers to comply with Victoria’s Secret & Co.’s high standards in order to do business with us. Victoria’s Secret & Co. will not knowingly partner with suppliers that engage in any form of modern slavery or are unwilling to commit to or comply with our supplier standards.

Environmental Responsibility

We believe in doing what is right in our industry, our community and our world. We conduct our business in an environmentally responsible way and comply with all applicable environmental laws and strive to minimize our impact on the environment.

Product Quality

We pride ourselves on the quality and integrity of our products. We strive to sell high-quality products that comply with all applicable product safety laws.

Global Trade

We comply with import and export laws and regulations. Countries may impose economic sanctions restrictions relating to business dealings with specific countries, economic sectors, entities or individuals of concern. Export controls on the export or in-country transfer of certain restricted items or technology are also common. We comply with all economic sanctions as well as export control laws applicable to our business, and we don’t participate in boycotts that the United States does not support.

Money Laundering

We comply with all laws that relate to money laundering. Money laundering is the process of making money or proceeds generated by a criminal activity, such as drug trafficking or terrorist funding, appear to come from a legitimate source. Criminal proceeds also include all forms of assets, real estate and intangible property that are derived from criminal activity. The company complies with all applicable anti-money laundering laws.

Conflicts of Interest

We avoid conflicts of interest. A conflict of interest is any activity, financial interest or personal or professional relationship that interferes (or may appear to interfere) with your ability to make objective decisions on behalf of the company. Conflicts of interest create risks for our company, and we all have a duty to avoid situations that could create – or even appear to create – conflicts of interest. Your own actions, financial and business interests or relationships may create conflicts of interest. You must report potential conflicts of interest as part of the annual survey process and as they may arise to your manager or Ethics & Compliance. Directors should report conflicts of interest in accordance with the Corporate Governance Guidelines.

You should never use company property, information or your position at Victoria’s Secret & Co. for personal gain. You should never compete with the company, either by engaging in the same line of business or by taking away any opportunity for sales or purchase of products, services or interests. Situations involving conflicts of interest are not always obvious or easy to resolve. This section describes some of the more common circumstances you might encounter.

Financial Interests

A conflict of interest can arise when your judgment could be influenced – or appear to be influenced – by potential personal financial gain. For example, if you have a financial interest in a company that does business with Victoria’s Secret & Co. and your role directly or indirectly involves that company, you may have a conflict of interest. If you have a financial interest in a supplier that might pose a conflict of interest, you must disclose it to your manager or Ethics & Compliance.

Close Personal Relationships

If you work with a family member or anyone with whom you have a close personal relationship, the relationship can lead to the appearance of bias. For the purposes of this policy, a close personal relationship includes your spouse, partner, relative (by blood, marriage or adoption), person you’re romantically or intimately involved with or others you live with. You must report any close personal relationship you have with anyone in your reporting line to Human Resources or Ethics & Compliance. In addition, you may not be involved in any decisions related to the hiring, compensation, evaluation or promotion of anyone with whom you have a close personal relationship. Executives in positions of Senior Vice President and above are prohibited from having romantic or intimate relationships with other associates. Also, if you or anyone with whom you have a close personal relationship works for a supplier, customer or competitor, notify your manager immediately and remove yourself from any decision-making as it relates to the third party. Do not use your position at Victoria’s Secret & Co. to influence the bidding process or any negotiation that involves someone with whom you have a close personal relationship.

How do I know if a conflict of interest exists? Ask yourself:

• Do my outside interests influence – or appear to influence – my ability to make sound business decisions?
• Will I personally benefit from my involvement in the situation? Will a friend or relative benefit?
• Could my participation in this activity interfere with my ability to do my job?
• Will I be using company assets for my personal benefit?
• If the situation becomes public, would I be embarrassed? Would it embarrass the company?

If the answer to any of these questions is “yes” or “I don’t know,” seek guidance from Ethics & Compliance.

A Victoria’s Secret & Co. supplier asked me to serve as a consultant for them off-hours. Can I do it?
Not without approval. Serving as a consultant for another company that does business with Victoria’s Secret & Co. can create a conflict of interest. Raise the issue to your manager or Ethics & Compliance.

My brother-in-law would be a perfect fit for the open position on our team. Can I hire him?
You can refer your brother-in-law, but he must go through the normal application process. In addition, you must excuse yourself from the decision-making process and you should not seek to influence the outcome of the hiring decision in any way.

Gina and her boyfriend Dave both work for the company, but in different locations. Because they don’t work together, they’ve never told anyone about their relationship. Recently, Dave was promoted and moved to Gina’s location. What should they do?
Neither Gina nor Dave can be involved in decisions related to the other’s compensation, benefits, evaluations or promotions. If either Gina or Dave supervises or reports to the other, they must immediately disclose the relationship to Ethics & Compliance.

Outside Employment

While Victoria’s Secret & Co. recognizes that some associates may have side businesses or work second jobs, you should never engage in any outside employment or other activities that interfere with your responsibilities as an Victoria’s Secret & Co. associate, are contingent on your use of company assets, violate your confidentiality or other obligations to the company or require you to supply products from the company. Associates may not work for a supplier if they have direct or indirect influence over the supplier’s business with Victoria’s Secret & Co. If you have questions about whether outside employment is a potential conflict, contact Ethics & Compliance.

Board Memberships and Personal Political Activities

Before accepting a position to serve on a for-profit board of directors or as a government official, seek approval from Ethics & Compliance and Communications to ensure no conflict of interest exists and that serving will not affect your ability to do your job. If you choose to personally engage in the political process by working on a political campaign or a similar activity, you may do so only on your own time using your own money or resources. You are not authorized to act on behalf of the company or use company resources or services for your personal political activities.

Fair Competition and Fair Dealing

We compete vigorously but fairly and ethically. We do not engage in unfair or fraudulent business practices either directly or indirectly through a third party either to help our business or hurt a competitor’s business. It is important that we comply with all applicable competition, fair dealing and antitrust laws and avoid practices that interfere with fair and open competition. This means, for example, that you may not enter into any agreement (whether formal or informal) with a supplier or other third party that illegally impedes competition. We must also avoid discussions and agreements with competitors that might prevent consumers from receiving the benefits of competition – even if the competitor suggests it or if the topic comes up at a trade event. In addition, we engage in truthful and accurate sales and marketing practices and guard against making deceptive, unfair or inaccurate claims about our merchandise and services. For specific information about applicable laws or to seek guidance, contact the Legal Department (generalcounselVS@victoria.com).

Interactions with Governments

We are truthful and straightforward with government entities. If you are contacted by a government or regulatory representative and asked to provide information or submit to an inspection as a representative of the company, follow your department or store procedures. Never knowingly provide false or misleading information to any government official or representative or destroy records related to an investigation and never direct or encourage another associate to do so.

You may share information about your own employment with others or cooperate with any fair employment practices agency. You may also report possible violations of law to any government agency or entity or make any other disclosure that is protected under applicable law or regulation. You do not need prior authorization from the company to make such reports, and you are not required to notify the company that you have made such reports. If you have questions about responding to a government or regulatory inquiry, you should seek assistance from the Legal Department (generalcounselVS@victoria.com).

Political Engagement

We believe that involvement in political activities in the communities we serve is important to our success. The company engages in public policy issues and may make political contributions as laws allow. Ethics & Compliance and Government Affairs must pre-approve any use or commitment of company money or other company resources for political activities.

The company also communicates with government officials and agencies around the world about public policy issues that may affect our business. Because lobbying is strictly regulated at all levels, Government Affairs ethicsVS@victoria.com must pre-approve lobbying activities on the company’s behalf.

Business Gifts and Hospitality

We do not exchange gifts or hospitality that may look like an attempt to improperly influence a business decision. This policy applies if you are the giver or the recipient. Gifts include cash or cash equivalents (gift cards, gift certificates, rebates and discounts), merchandise, personal favors, transportation, travel or vacation accommodations, business or employment opportunities (including internships), and anything else of value. Hospitality includes business meals, cocktails, tickets to events (sporting events, concerts, theater, etc.), other forms of entertainment and related travel. You must strictly adhere to the thresholds and requirements set forth in this policy; any exceptions require pre-approval by Ethics & Compliance.

This Gifts & Hospitality Policy does not apply to gifts to government officials. Anything of value (including gifts and hospitality) offered or given to a government official must comply with all applicable laws and the company’s Global Anti-Corruption Policy. While this policy provides general guidelines related to giving and receiving gifts and hospitality, Victoria’s Secret & Co. may impose more restrictive limits to specific regions, departments or functions. If you have any questions about gifts and hospitality, you should seek assistance from Ethics & Compliance.

Offering Gifts and Hospitality

There are times when you may want to offer gifts or hospitality to a business contact. We never offer anything of value to influence a business decision or make offers that may be perceived as such. As long as that is not the case, and if it is otherwise consistent with our values and approved by your manager, you may offer:

• gifts or hospitality with a value of $50 or less;
• business meals provided they are not extravagant;
• an invitation to an occasional event provided the related costs are reasonable, customary and appropriate, and you will attend the event with the external party; and
• company gift cards redeemable for Victoria’s Secret & Co. merchandise with a value of $50 or less.

You may never offer or give:

• cash;
• cash equivalents such as gift cards (other than company gift cards as described above), gift certificates, discounts and rebates;
• anything valued at more than $50;
• any solicited gift or hospitality (that is, the external party asks you for the gift or hospitality);
• anything of value as a quid pro quo; or
• anything that would cause other people to violate their employer’s standard. Always be mindful that our business partners have their own rules on receiving gifts and hospitality, and you should never offer anything that would violate those rules.

Any gift or hospitality you give must be budgeted and accurately disclosed in detail in our financial records.

Accepting Gifts and Hospitality

You may never accept gifts or hospitality from any supplier, vendor, or other third party if you have any reason to believe the third party may be seeking to influence business decisions or transactions. And never request gifts or hospitality from any third party. Perception matters as well. You should always be aware of how the act of accepting a gift or hospitality might be perceived by the public, by other company suppliers or vendors, or by other associates.

If you are fully satisfied that the giver is not attempting to influence business and the acceptance of a gift will not result in a negative perception, then you may accept:

• gifts or hospitality with a value of $50 or less;
• business meals, if they are not extravagant;
• an invitation to an occasional event provided the related costs are reasonable, customary and appropriate, you will attend the event with the external party and your manager approves; and
• perishable gifts, if they are shared with the team or donated to a charitable organization.

Associates in Asia may accept one lai see/hongbao/red envelope valued at $15 or less from a person, company or vendor group outside of Victoria’s Secret & Co. for a single holiday or event each year.

You must never accept:

• cash;
• cash equivalents (including gift cards, gift certificates, discounts and rebates);
• anything valued more than $50 (with the exception of the perishable gifts described above);
• anything of value as a quid pro quo; or
• anything that would cause other people to violate their employer’s standard.

How do I know if a meal with a supplier or other party is considered extravagant? Is there something I should do ahead of time to avoid a possible violation of the Code?
You should ask yourself if the type of meal – location, cost – is reasonable and customary for the circumstances.

To avoid a potential violation of the Code, if a supplier or third party invites you to a meal, you can suggest a venue that you know to be reasonable and make sure you discuss the meeting with your manager before attending.

A Victoria’s Secret & Co. supplier is sponsoring a sporting event and invited only me to attend as a “thank you” for renewing their contract for another three years. Some of the vendor’s key executives and representatives will attend the event and it will be an opportunity for me to network with them. Should I accept?
No. You cannot accept hospitality as an individual reward for conducting company business. From time to time, a department or team may attend a “celebration event” with a vendor at the conclusion of a major project, but no individual associate may personally benefit from working with a vendor.

Bribery and Corruption

We are committed to using honest and ethical business practices. We follow all applicable anti-corruption and anti-bribery laws, and do not tolerate bribery, corruption or unethical practices of any kind anywhere we do business.

Among other things, anti-corruption laws and our Global Anti-Corruption Policy prohibit offering or giving anything of value to anyone to gain an improper advantage for the company, regardless of local practice or custom, and even if refusing to do so will disadvantage our business. The term “anything of value” should be broadly construed to include not only cash or a cash equivalents such as gift cards, but also, among other things, discounts, gifts, entertainment, event tickets, meals and drinks, transportation, lodging and promises of future employment.

This prohibition also applies to third parties; we may not ask or allow a third party to take any action we can’t take directly. As a result, we may require additional review of certain third parties and ensure our agreements include appropriate anti-corruption provisions.

You must immediately report any suspected violations or any requests for a bribe or other improper payment. For questions and guidance, contact the Global Anti-Corruption Compliance team (ethicsVS@victoria.com) or Ethics & Compliance.

I am working in another country and one of the local associates told me that offering a small bribe is a customary way to do business and get things done there. What should I do?
Even if offering a bribe seems like the easiest way to get something done, it is always improper. You should neither offer or pay a bribe or let someone else pay a bribe on your or the company’s behalf, regardless of how “customary” it might be. If a business partner or supplier suggests that you pay a bribe, you should immediately report the incident to Ethics & Compliance

A supplier told me that they sometimes pay off government officials to avoid customs and duties on materials they supply to the company. This probably saves the company money, but is it okay?
No. We expect our business partners to comply with the law and we will only do business with suppliers who conduct themselves ethically and legally. You should report the supplier’s conduct to Global Ethics & Compliance immediately.

Quality of Public Disclosures

We provide full and accurate information in our public disclosures, in all material respects, about our financial condition and results of operations. Our reports and documents filed with or submitted to the Securities and Exchange Commission and our other public communications shall include full, fair, accurate, timely and understandable disclosure.