"While our brands continue to evolve and the environment around us changes, our core beliefs and values remain constant and serve as a guide for us as an enterprise."
Leslie H. Wexner, Chairman and Chief Executive Officer
Our Code: Do what's right.
The guideline for our basic Code is this: do what’s right — regardless of the circumstances. Review these points and commit to them. They are important to each of us and to the business as a whole. Our Code cannot, of course, anticipate every situation that might come up. If you ever have any questions concerning what is expected of you, ask your manager or Human Resources partner.
RESPONSIBILITIES UNDER THE CODE
All associates have the responsibility to read the Code, to comply with the letter and the spirit of the policies in it, and to seek guidance or report any possible violations, whether their own or another person’s, by following the procedures described at the end of the Code.
Managers and Supervisors
Managers and supervisors have the additional responsibility to lead by example, ensure that other associates understand and comply with this Code, foster an environment that promotes compliance, and ensure that other associates understand how to report concerns and that there will be no retaliation for doing so.
RESPONSIBILITY TO OUR CUSTOMERS AND TO EACH OTHER
The way we act and interact with our customers, vendors, communities and fellow Associates defines how they feel about our Company. Everything we do counts. Our reputation is important.
Respecting the Customer and Each Other
All customers and associates are to be treated with respect and courtesy. We will not tolerate any form of disrespect or abusive language, or inferior treatment of our associates or customers based on, but not limited to, race, color, religion, gender, gender identity, national origin, citizenship, age, disability, sexual orientation, marital status or any other prohibited ground of discrimination under applicable human rights legislation. We must never use information about our associates or customers for any unauthorized purposes. We take violence and threats of violence very seriously. Any associate who threatens or causes physical harm to anyone may be terminated regardless if the threat was a “joke,” or only made in the “heat of the moment.”
We are committed to the truthful and accurate communication of information about our merchandise. Advertising and other promotional materials will be honest and factual, not misleading or deceptive.
Do not falsify, manipulate, misrepresent or omit facts in communications or on documents, records or reports including employment applications, sales records, segment performance, conversion information, contest information, time sheets, medical records, or any statements during investigations, etc.
In addition, do not keep something that does not rightfully belong to you, such as customer property or an inadvertent overpayment of wages.
We are an equal opportunity employer and it is the duty and responsibility of every associate to create and maintain an environment free of illegal discriminatory acts or behavior. It is our policy to recruit, hire, train, promote, assign, compensate and in all ways treat persons in compliance with all applicable laws and without regard to race, color, religion, gender, gender identity, national origin, citizenship, age, disability, sexual orientation, marital status or any other prohibited ground of discrimination under applicable law.
We are committed to maintaining a workplace entirely free of illegal discrimination or harassment. We will not tolerate harassment related to any individual’s race, color, religion, gender, gender identity, national origin, citizenship, age, disability, sexual orientation, marital status or any other prohibited ground of harassment under applicable law.
The term “harassment” may include unwelcome slurs and other offensive remarks, jokes and other unwelcome verbal or written conduct (such as obscene or lewd jokes or comments) either in person or via electronic media such as texting, email and voicemail. Harassment also may include unwelcome sexual advances, requests for sexual favors or unwelcome or offensive verbal, graphic or physical conduct of a sexual nature (such as obscene or lewd jokes, comments or displays or any inappropriate body contact).
We also are committed to providing accessible facilities and services for our associates and customers with disabilities. We accommodate associates with disabilities in many ways. We will attempt to provide reasonable accommodations to qualified associates with disabilities, as needed or required by applicable law. If you are an associate with a disability and believe that you need an accommodation to perform your job even for a short period of time, you should inform your manager or Human Resources partner, who will review and respond to your request.
SAFETY AND THE WORK ENVIRONMENT
We strive to sell merchandise that complies with all applicable product safety laws and benefits our customers. We work to ensure compliance with all applicable workplace safety laws, have safety programs to assure the safety of our associates, and design our stores to provide a safe guest experience. The safety of our associates is a top priority. We encourage associates to consider their personal safety at all times – merchandise is replaceable; associates are not.
We are committed to acting responsibly with respect to the environment. We comply with all applicable environmental laws and operate in a manner so as to minimize our impact on the environment.
Drug- and Alcohol-free Workplace
We are committed to providing a safe, drug- and alcohol-free workplace. We insist that our associates work entirely free of the effects of alcohol and illegal drugs, as well as the adverse effects of any other legal substance. You may not possess or use illegal drugs or alcohol on company premises and you may not report to work after consuming alcohol or illegal drugs. For example, you may not go to lunch, consume alcohol and then return to work.
We endeavor to respect fellow associates’ privacy and comply with applicable privacy laws, if any. However, the company, with guidance and approval from the Office of the General Counsel, retains the right to search any and all company property at any time, including, but not limited to offices, desks, email, instant and mobile messages, voicemail and any other company-provided communications and computing devices, services and applications. An associate’s private and legal conduct off the job generally is not the company’s concern, unless it impairs an associate’s performance on the job, or potentially affects the reputation or business interests of the company.
RESPONSIBILITY TO THE PUBLIC
As a Company, we strive to be a good public citizen. All Associates must obey all applicable local, state and federal laws and regulations here and in any country in which we transact business. Also, don't assist others in taking, and don't allow others to take, actions that would be in violation of law, this Code or the policies of any other organization. If you have a legal question, it should be directed to the General Counsel.
Inside Information and Stock Tipping
Associates are prohibited from trading, or recommending that others trade, the stock of the company (or any other company) while in possession of material nonpublic information. Information is material if a reasonable investor would consider it important in deciding whether to buy, sell or hold stock. Examples of material information could include significant gains or losses of business; plans for acquisition, divestiture or other strategic measures; or information about earnings or dividends. Trading could include shifting account balances or changing allotments or investment directions through company plans. Insider trading and tipping can be punishable by prison terms and large fines.
The company releases information related to its financial performance and position on significant issues and strategies only through a small number of associates who are authorized to speak publicly on behalf of the company. Associates are expected – and legally required – to be diligent about protecting the company’s interests by protecting the confidentiality of our information and trade secrets.
The company will respond to investors or the media only through a designated spokesperson. If you’re ever asked to make a comment to investors or the media on behalf of the company, politely direct the request to External Communications. See the Contacts section for contact information.
Speaking Engagements, Published Pieces and Use of Company Logos
All requests to speak publicly as a representative of the company must be approved by External Communications. This includes industry conferences, education presentations and panel discussions. Additionally, participation in case studies, white papers, other published pieces or award entries must be approved. Requests for use of the company’s logos by third parties, including the media, must be referred to External Communications.
We have full confidence in our ability to succeed and prosper in a free marketplace. Our competitive advantage is the superior quality of our associates, merchandise, stores and services. We don’t tolerate illegal restraints of trade or unfair competition. Associates should not enter into any discussions or arrangements with competitors that affect pricing, marketing or labor practices.
Audits, Investigations and Legal Proceedings
You must cooperate fully with any audit, inquiry or investigation undertaken at the company’s direction by its attorneys, investigators, internal auditors or independent public accountants. In addition, the General Counsel must be immediately notified of any investigation or other legal proceedings in which the company becomes or might become involved. This policy also covers situations where an associate becomes involved as a third party (for example, as a witness) if the matter concerns the associate’s duties for the company. While it is company policy and practice to cooperate with all government investigations, no information, whether oral or written, or records or files of any nature, should be furnished to any outside party in connection with a lawsuit or government investigation except upon prior approval of the Office of the General Counsel, or attorney designated by the General Counsel. Also, outside counsel may not be hired to represent the company without prior permission by the Office of the General Counsel.
In addition, associates should never, under any circumstances:
- Destroy or alter any documents in anticipation of a request for those documents from any government agency or a court;
- Lie or make any misleading statements to any government investigator;
- Attempt to cause any other associate, or any other person, to fail to provide information to any government investigator or to provide any false or misleading information; or
- In any way mislead an auditor by providing or causing others to provide false, incomplete or non-responsive information.
No gratuity, gift, payment or anything of value should be, directly or indirectly, offered, promised, given or made in order to influence an act or decision, to obtain or retain business or to secure an improper business advantage. Nor, of course, should any associate seek or receive any corrupt payment. All payments for goods and services should only be made under customary trade terms that reflect their fair value and must be accurately reflected in the accounting records of the company.
Special laws apply to interactions with public officials, including anyone acting in an official capacity for or on behalf of a national, regional or local government, a government agency, or a government-owned or government-controlled entity, or state-owned enterprise; any non-U.S. political party, party official or candidate; a public international organization; close associates or relatives of such officials; or any person while knowing or having reason to know that all or a portion of a payment or something of value will be offered, given or promised, directly or indirectly, to any of the previously described officials. As a result, the company has specific policies and procedures for these interactions in its global anti-corruption policy, which supplements this Code of Conduct. All associates should be familiar with this policy.
The company prohibits direct or indirect gratuities, “facilitating” or similar payments to public officials even in countries where it is common to offer such payments in order to obtain and facilitate routine, non-discretionary service to which the company is entitled. In certain circumstances, exceptions may be granted but only with the prior written approval of the Office of the General Counsel.
Payments in all cases are acceptable when an associate’s safety is at issue. When a payment must be made immediately and under duress to ensure safe passage out of a particular location, associates should make the payment necessary to remove themselves from harm and then immediately report the nature of the incident and related payment to the Office of the General Counsel.
We have a strict policy of complying with all legal requirements in the United States, Canada and all countries in which we operate as it relates to international trade activities such as imports, exports and financial transactions.
In addition, some governments administer a variety of trade restrictions such as embargoes and sanctions against a number of countries, including nationals of those countries. Transactions with certain designated individuals and organizations such as terrorist organizations, narcotics traffickers and weapons proliferators are also prohibited even though those individuals or organizations may not be associated with the embargo of a particular country.. Severe criminal and civil penalties may be levied against companies or individuals that violate export controls. Contact the Office of the General Counsel if you have questions about international trade restrictions.
Gifts and Entertainment
Limited Brands has many suppliers, and suppliers are vital to our success. That is why relationships with our suppliers and other third parties with which we do business or seek to do business must be based on sound business decisions and fair dealing. Business gifts and entertainment can build goodwill, but they can also make it harder to be objective about the person providing the gift. Business gifts and entertainment can create an actual conflict of interest, or the appearance of a conflict of interest.
Gifts and entertainment include anything of value, including but not limited to, cash, loans, personal or household items, merchandise, services and travel or vacation accommodations or payment of expenses of any kind. Discounts or rebates on goods and services also fall into this category, as do providing or receiving things of value to or from a third party on behalf of someone doing or seeking to do business with the company.
Some types of gifts and entertainment are always prohibited and you must never offer or accept them. These include gifts or entertainment that would be illegal, cash or cash equivalents (such as loans and gift cards and certificates excluding those redeemable for company merchandise), and anything as a “quid pro quo” – in other words, as part of an agreement to do anything in return for the gift or entertainment. In addition, you should not participate in any activity that you believe would cause the person giving you the gift or entertainment to violate their employer’s standards. Due to local customs, associates in our Asia offices may offer or receive lai-see (red packets containing cash given during holidays or special events, such as Chinese New Year), however, the amount must be less than USD13.00 and the recipient must not be a public official.
You may not solicit a gift of any value. You may occasionally offer or accept an unsolicited gift if it has a value of less than USD50.00. All nonperishable gifts valued at USD50.00 or more should be returned with a note explaining the company’s policy. Perishable gifts, such as food, flowers or candy should be shared with other associates or donated to a charitable organization.
You may offer or accept an occasional invitation to a business meal. Subject to prior notification of your manager, you also may offer or accept an occasional invitation to a sport, theatrical or other recreational event provided, the expense associated with such meals and entertainment is reasonable and customary and the third party will be with you at the event. If the third party will not be present, the expense must be treated as a gift.
Any gifts or entertainment you provide must be accurately disclosed on a travel and expense reimbursement report.
Any gifts or entertainment you provide to public officials must comply with all applicable laws and the terms of the company’s global anti-corruption policy.
Exceptions to this policy must be approved in advance by the Office of the General Counsel.
Charitable contributions made with company assets, whether cash or product, must be pre-approved by Community Relations. These charitable contributions may not be given by the company or requested by any associate, business partner or other third party as a condition of or in order to influence a business decision.
Although we encourage the participation of our associates in the political process, the company’s political activities are strictly regulated by the laws of the countries in which we operate. The company’s resources should never be used for, or committed to, any political activity without prior consultation with the Office of the General Counsel and the Government Affairs department. Nor should any associate ever be pressured to donate funds or time to a political candidate.
RESPONSIBILITY TO THE COMPANY
The relationship between you and the company is one of trust. Each associate is entrusted by the company to perform his or her duties faithfully, efficiently, and with the best interests of his or her colleagues in mind. The company expects that associates will not waste the company’s resources, or use them for personal gain, and expects that associates will be diligent in protecting the company’s interests.
You are expected to use your work time for the benefit of the company. Our premises, information, equipment, documents, data, software, technology assets, supplies, samples and support services are furnished to you to further the company’s business and interests. Do not be careless or negligent with company property, merchandise or cash. In addition, do not participate in theft or unauthorized removal of company property or the property of others. This includes the wearing of samples or merchandise prior to payment and removing supplies, samples, tools or equipment without authorization.
You are expected to take due care in safeguarding the company’s tangible and intangible assets against loss or unauthorized use, and to report promptly any misuse by others. You are also legally required to protect the confidentiality of our information and trade secrets — even when you are no longer an associate.
Trade secrets and confidential or sensitive information must not be disclosed to any person (either inside or outside the company) without a legitimate business reason. In no event should any confidential information or trade secrets be used by you for personal benefit or for the benefit of any competitor or other person. Associates with access to personal information about other associates are required to safeguard the confidentiality of such information and provide that information to others only when based upon a business need to do so, or when required by law as directed by the Office of the General Counsel. This includes, for example, customer information, sales figures, current and closed company investigations and private information you may learn about another associate in the course of your employment (such as a medical issue). When in doubt, confer with your Human Resources partner before making any such disclosures.
Our brands and trademarks are valuable assets of the company. We all have a responsibility to protect these assets, including reporting counterfeit merchandise or the improper distribution of our products to third parties.
Other Intellectual Property
Inventions, designs, know-how and innovations that you conceive or devise are deemed assets of the company when they:
- arise out of, or are suggested by, the company's confidential information or trade secrets or any work you performed for the company,
- result from your use of the company's time, facilities or assets, or
- otherwise arise from your relationship with the company.
Keep Accurate Records
Our books and records must be accurate and complete and fairly reflect all underlying transactions. No document, record or report should contain misrepresentations or material omissions. Associates also must be accurate in recording the time that they worked, and in entering other data into company records.
The company’s management, creditors and shareholders are entitled to financial statements that fairly present the company’s financial condition and results of operations. The company shall provide full, fair, timely and understandable disclosure in reports and documents that it files with, or submits to, the U.S. Securities and Exchange Commission, or other regulatory authorities, and all the company’s other public communications as well. All accounting entries must comply with generally accepted accounting principles (“GAAP”) and all other accounting policies of the company. Associates should immediately follow the reporting procedure set forth in this Code if they become aware of any violations of this policy or of any attempt to avoid standard review and control processes. The company’s financial staff is expected to perform its duties in an entirely lawful and ethical way, as well as remain abreast of applicable regulatory and professional standards and be honest regarding both unfavorable and favorable information and professional judgments or opinions.
Avoid Conflicts of Interest
Don’t use your position with the company to obtain a personal benefit of any kind. All business decisions must be based on and promote the best interests of the company. Avoid any action or relationship that creates, or has the appearance of creating, a conflict between the company’s interests and your personal or immediate family’s interest or the interests of any third party. (An example: having an interest in a nonpublic company that competes or does business with our company or any of its affiliates.) In addition, you must not appropriate to yourself, or to any other person or organization, the benefit of any actual or potential business opportunity that relates to the company’s business without first obtaining the consent of the Office of the General Counsel.
While the company respects your privacy, as well as your right to conduct your personal affairs without interference, you must make prompt, complete and continuing disclosure of all facts relating to any actual or potential conflict in accordance with the procedures for compliance. The situation may be allowed to continue, but only if it is determined not to be detrimental to the interests of the company.
Your Conduct Off The Job
While the company respects your privacy, illegal activities or any conduct that will, or is reasonably likely to have, a negative effect on the company might be the subject of disciplinary action up to and including termination even if that conduct occurs off the property or off the clock. In addition to illegal conduct, such activity includes any activity which violates the Code. For example, engaging in sexually harassing behavior toward a co-worker off the property, off the clock, is still a violation of company policy, and is therefore prohibited. It also doesn’t matter if your conduct is in person, communicated by phone or communicated by computer or other electronic device. For example, sending sexually explicit messages to a co-worker via text message is a violation of company policy, just as if the behavior had occurred in person.
LIVING UP TO OUR CODE
Open Door Policy
You are encouraged to discuss work-related ideas, questions, problems and concerns with your manager. If there is something about your job, your brand or the company that concerns you, please communicate it openly and honestly with your manager. Your input will be given careful consideration.
An important part of every manager’s responsibility is to listen and help resolve any work-related problems or issues. We are concerned about you as an individual, and we encourage you to talk openly with us so problems and complaints can be resolved. If, for any reason, you feel that your questions have not been answered to your satisfaction, or your problem has not been resolved, or if it seems like it’s taking too long, you always have the option to speak with the person at the next level of supervision. If you are still not satisfied, you may continue on to the next level of management or your Human Resources partner. You can also report concerns to the Ethics Hotline; see the Contacts page for more information.
The company offers many ways to ask a question relating to the Code or to report a possible violation. If you see something that you think is wrong, you are encouraged to report it. In no event will you or any associate be subject to reprisals, retribution or any career disadvantage for complying with the reporting or other requirements of the Code. Company policy strictly prohibits any retaliation for reporting under the Code.
The following are examples of conduct that may be considered a violation of our Code:
- Actions that violate the Code.
- Requesting or permitting others to violate the Code.
- Failure to promptly report a known or suspected violation of the Code.
- Failure to cooperate with company investigators or auditors.
- Retaliation against another associate or third party for reporting a policy violation or cooperating with a company investigation.
- Failing to use reasonable care to prevent or detect a violation or otherwise failing to demonstrate the leadership and diligence necessary to ensure compliance with company policies.
Of course, false reporting of violations — when done knowingly or recklessly — will not be tolerated; but if you have actual knowledge of a violation or reasonable basis for suspecting one, you should err on the side of making the report.
- Know that we have an Open Door Policy that encourages you to take all problems to your manager, higher level of management or Human Resources partner for a full and frank discussion.
- If for any reason you are uncomfortable taking the matter to your manager, higher level of management or Human Resources partner, or if you are not satisfied with the resolution through the Open Door policy, contact your Vice President or Director of Human Resources.
- If for any reason you are uncomfortable taking the matter to your manager, higher level of management or Human Resources partner, or if you are not satisfied with the resolution through the Open Door policy, contact your Vice President or Director of Human Resources.
- Any reports of suspected violations concerning financial reporting, accounting, auditing, internal controls or accounting controls will be reviewed by the Audit Committee of the company’s Board of Directors.
- If you believe the matter is too sensitive, you are uncomfortable, or if you are not satisfied with the resolution of the matter by your manager, higher level of management or your Human Resources partner, you may contact the L Ethics Hotline 24 hours a day, 7 days a week. See the Contacts page for the hotline numbers.
- The hotline is operated and staffed by an outside source with whom you can speak, anonymously if you prefer and where permitted by applicable law, to report illegal or unethical activities.
- All reports to the company concerning issues under the Code will be kept confidential to the extent reasonably possible and permissible under applicable law.
- If you have any questions concerning our Code, please contact Ethics & Compliance. Please see the Contacts page for contact information.
- In addition, if you feel it is appropriate, you may address questions or concerns to the Office of the General Counsel. Please see the Contacts page for contact information.
The Business Ethics Committee has the discretion to determine that the provisions in the Code and other company policies do not apply to a specific transaction or activity and may waive application of the policies set forth in this Code only where circumstances warrant. Waivers of the Code for directors and executive officers may be made only by the Board of Directors or the Audit Committee of the Board of Directors and will be disclosed as required by law or regulation.