Code of Conduct

The Varley group of companies (made up of Varley International Holdings Limited (a company registered in England and Wales with company number 12075176), Varley Clothing Limited (a company registered in England and Wales with company number 7827645), Varley Clothing BV (a company registered in The Netherlands with KVR 83328939) and Varley Clothing Inc (a company registered in Delaware) “Varley/Varley Group/We/Us”) is committed to ensuring that Varley and all businesses working with Varley across operations, product supply chain and wholesale globally (Partners), implement, maintain and promote safe, fair, legal and humane working conditions.

This code of conduct (Code) sets out minimum expectations Varley has of its Partners. Varley is committed, itself, to compliance with the matters in this Code, the respect for human rights and responsible purchasing practices.

Where there is a conflict between any applicable laws or regulations, the provisions of an agreement with Varley and the provisions of this Code, Partners must meet the most stringent standard.

References to Workers includes any individual employed, contracted or otherwise engaged by Partners to provide services to that Partner.

Varley expects all our Partners to continually improve their standards (andsourcing practices where applicable) and ensure the standards in this Code are implemented within their operations and throughout their own supply chains, providing a safeguard for workers and the environment. Varley is dedicated to fostering long term, stable relationships with Partners based on trust, mutual respect and shared values. This means that Varley will support Partners with their continual improvement, where possible, and keep an open line of communication available to discuss and work on matters contained in this Code.

Partners will be provided with a copy of the Code and by working with Varley, Partners are deemed to accept this Code.

If a Partner becomes aware of a breach of this Code within its own business or supply chain, the Partner will promptly notify us and will provide any details that are reasonably requested by Varley. Partners agree to co-operate with Varley to implement any reasonable measures necessary to resolve and remediate any breach or non-compliance and address the damage that has been caused to people or the environment. Varley may increase monitoring of the Partner and require further reporting following notification of breach or potential breach.

Varley reserves the right to terminate and/or suspend working with any Partner immediately, without compensation to the Partner or liability to Varley, in the event of failure to meet the minimum standards in this Code. Varley will always work with Partners, where possible, to minimise the need to terminate and/or suspend working.

Animal Welfare

Partners shall ensure they meet higher animal welfare standards and that animals are free from hunger, thirst, discomfort, pain, injury, disease, fear and distress behaviours. Partners shall safeguard a good quality of life throughout the rearing process, including transportation to slaughter as well as ensuring a humane death. When supplying Varley, Partners shall provide Varley with information on the name of the species of animal used in any Varley products (common and Latin name), as well as country of origin.

Partners shall:
- Not use or include genuine fur, Angora, wild-caught animals, exotic animals or endangered species from the CITES (Convention on International Trade in
Endangered Species) or IUCN (International Union for the Conservation of Nature) lists in Varley products.
- Not use feather, or down insulated products that are harvested through live plucking or aborted animals, or derive from birds used in the production of Foie Gras. Feather or down may only be used where sourced as a by-product to the meat industry (excluding foie gras production).
- Not test Varley cosmetics or fragrances on animals.
- Ensure Merino wool is not derived from mulesing activity.
- Ensure Cashmere, Alpaca and Mohair is derived from good animal husbandry, compliant with the Textile Exchange standards.

Compliance and Audit

Partners shall have appropriate systems in place to ensure continuous compliance with the Code and to demonstrate such compliance.

Partners agree that Varley is entitled to audit any location (in person and unannounced) operated by a Partner in which Varley products are made and/or sold, in order to verify compliance with this Code. This includes any factory site, location of business and any site operated by a third party within a Partner’s supply chain (including without limitation those working with raw materials).

Varley is permitted to share such audit information where reasonably necessary with independent third-party organisations who trace and measure impact and compliance on the matters set out in this Code.

Where a Partner has concerns about confidentiality of information and/or Varley having access to commercially sensitive sourcing information and such information is not already subject to suitable confidentiality obligations, Varley is content to agree a way forward with the Partner on a case by case, by offering assurances of confidentiality under a reasonable form of non disclosure agreement, to satisfy concerns.

Child Labour Shall Not Be Used

Partners shall deploy systems to prevent child labour and the exploitation of young workers and will conduct suitable, secure, records of age verification checks in respect of all workers.

Partners shall not use or engage in the recruitment of child labour, being any work by a person less than fifteen (15) years of age unless:
- local minimum age law stipulates a higher age of mandatory schooling, in which case the higher age shall apply.
- local minimum age law is set at fourteen (14) years of age in accordance with developing country exceptions under ILO Convention No.138, in which case the lower age will apply.

Partners employing workers over the minimum age above for the purposes of child labour but under the age of eighteen (18) (“Young Workers”) shall develop or participate in programmes that enable the Young Workers to remain in quality education until they are eighteen (18) years of age.

In the event that a child is identified as working for a Partner in breach of the above age requirements, the Partner shall immediately provide for that child to attend and remain in quality education until they reach the age of Young Worker and agrees to work in close consultation with Varley until the concern is resolved to Varley’s satisfaction.

Young Workers shall not be employed at night or in hazardous conditions. Partners shall have age verification procedures in place and the personal file of each Young Worker shall contain copies of their relevant age verification documents.

Discrimination

There shall be no discrimination in hiring, treatment, compensation, access to training, promotion, termination or retirement based on race, caste, national origin, social origin, religion, age, disability, gender, gender identity, marital status, sexual orientation, birth, family responsibilities, social union membership or political affiliation.

Partners shall not allow any behaviour that is threatening, abusive, exploitative, or sexually coercive including gestures, language, and physical contact, in the workplace and where applicable, in residences and other facilities provided.

Partners shall not subject workers to pregnancy or virginity tests under any circumstances.

Environment

Varley is committed to reducing its environmental impact. Partners shall consider environmental performance and procedures to minimise any negative impact on the environment, community and natural resources.

Partners shall ensure they provide environmental awareness training and encourage eco friendly practices throughout their workforce/facilities.

Partners shall ensure that its operations, goods it manufactures (including the inputs and components that it incorporates into its goods) and its packaging materials comply with all applicable environmental laws including laws and international treaties relating to (but not limited to) reduction and management of greenhouse gas emissions, water consumption, waterborne effluent, chemicals, industrial waste and the use of non-renewable resources.

Partners shall promptly provide information reasonably requested by Varley to support monitoring and improvement in this area, including but not limited to, information regarding sustainable materials and responsibility, optimising production process, logistics and transportation (all of which are referenced in more detail elsewhere in this Code).

Freedom of Association and Collective Bargaining Respected

Partners shall enable their workers to have the right to join or form trade unions of their own choosing and to bargain collectively. Partners shall have an open attitude towards the activities of unions and their organisational activities. Workers representatives shall not be discriminated against and shall have access to carry out their representative functions in the workplace. Where the rights to such unions are restricted under law, Partners shall not hinder the development of alternate organisations for free association and bargaining. Partners shall clearly communicate this right to workers.

Harsh or Inhumane Treatment

Partners shall ensure there is no exploitation of workers in their business. This includes employing workers through dishonesty, the treatment of the worker whilst employed and the right to be free from oppressive treatment once the employment has been terminated. Physical, sexual, mental or verbal abuse is prohibited. As is the threat of any kind of abuse or other forms of intimidation.

Living Wages Are Paid

Wages and benefits shall, at a minimum, meet the legal minimum wage or industry benchmark (whichever is higher) in the applicable country (where a minimum wage is set by the government). Wages should always be sufficient to meet basic needs for workers and to provide some discretionary income to workers. Wages shall be paid out regularly and be reasonable in relation to the amount of work.

Partners shall provide Workers with written information about their employment conditions and wages before they enter employment and about the particulars of their wages for the pay period concerned, each time they are paid. Deductions from wages as a disciplinary measure are not permitted. All disciplinary measures should be recorded.

Migrant Workers

Migrant workers must be employed in accordance with the applicable immigration and labour laws of the country in which the migrant worker works. A migrant is someone working in a country which is not their country of origin.

Varley does not accept the employment of undocumented workers by Partners. Partners shall have effective systems in place to verify a migrant worker’s entitlement to work and status and securely hold copies of documentation which verifies that the migrant worker can be legally employed.

Modern Slavery – Employment is Freely Chosen

Varley condemns the practice of modern slavery, which includes slavery, servitude, forced or compulsory labour and human trafficking, as well as any other offences falling under the laws of England and Wales including those under the Modern Slavery Act 2015 (and as substituted, amended or varied from time to time) and any other internationally recognised standards such as the International Labour Standards.

Partners must comply with all applicable modern slavery and forced labour legislation, eliminate modern slavery from their recruitment processes and operations and identify and prevent modern slavery in their own supply chains.

Partners shall ensure that there is no forced, bonded, involuntary or prison labour prevalent in its locations or supply chains. Workers shall not be required to lodge ‘deposits’ or their identity papers with any party in order to gain employment and are free to leave employment with reasonable notice. Neither the Partner nor any entity supplying labour to Varley shall engage in, or in any other way directly or indirectly, support human trafficking.

Partners shall allow all workers to leave factory sites and/or locations of work and shall never physically prevent or delay workers from leaving.

Partners shall ensure that all relevant workers receive regular and appropriate training in respect of modern slavery, how to spot it and what action should be taken if they do.

Regular Employment

Work performed must be on the basis of a recognised working relationship established through applicable national law.

Partners shall not avoid their obligations to workers through the use of labour-only contracting, sub-contracting, or home-working arrangements, or through apprenticeship schemes where there is no real intent to impart skills or provide regular employment nor shall these obligations be avoided through the excessive use of fixed term or zero hours contracts of employment.

Responsible Purchasing

Varley recognises the importance of responsible purchasing practices and is itself, committed to responsible purchasing practices. Varley expects Partners to purchase responsibly within their supply chain. Responsible purchasing practice includes not imposing undue or unreasonable pressure as part of negotiations on pricing (particularly where there may be an imbalance of power and/or negotiation strength), reducing demand timelines (e.g. speed expectations on response, production or shipping and ordering late) and ensuring production is managed responsibly (e.g. taking into account the delivery and quantity of samples and avoiding large unforeseen changes in order volumes), all of which can have an adverse impact on the supply chain and ultimately increases potential risk to workers and their working environment.

Responsible Recruitment

No worker should pay a recruitment fee or otherwise pay a fee to work. Any costs of recruitment should be borne by the Partner recruiting the individual. Any fees associated with recruitment, travel and processing of workers (including migrant workers coming from their home community to the workplace), including return (where a relocation is not permanent), shall be covered by the Partner.

Safe and Hygienic Working Conditions

Partners shall provide a safe and hygienic working environment for workers, with adequate steps taken to prevent accidents and injuries occurring, in the course of work, and minimising hazards in the working environment.

Partners shall ensure that they comply with all reasonable industry standard recommendations regarding the provision and use of PPE, chemical safety, hazardous liquids, sanitation, accident risk assessment processes, machine maintenance and procedures for a proper and safe operation of machinery (as applicable to the Partner).

Partners shall provide regular and recorded health and safety training for existing and new workers and Partners shall appoint someone in their senior management to be responsible for compliance with health and safety matters.

Partners shall ensure that for all its sites/locations all aisles, exits and stairwells are kept clear and unblocked at all times, with a reasonable quantity of firefighting equipment available and ensure all exit doors shall open outwards and shall not be locked from the inside. Partner shall also carry out fire drills no less than once per year.

Partners shall ensure that wiring and circuit boxes adhere to local standards and that appropriate protection material such as rubber mats are provided where reasonable.

Partners shall provide appropriate personal protective equipment to workers and provide first aid training where required by law. Partners shall assist the worker in obtaining follow-up medical treatment following any work-related injury.

Partners shall undertake to assess all the risks to new and expectant mothers working for them, arising out of their work activity and to ensure that all reasonable steps are taken to remove or reduce any risks to their health and safety.

Workers shall have access to potable water and toilet facilities and, if appropriate, sanitary facilities for food storage shall be provided.

Where provided, accommodation shall be clean, safe, and meet the basic needs of workers.

All buildings shall be structurally safe and suitable for occupation by workers. Partners shall have evacuation and response procedures prepared to protect the wellbeing of all workers from fire, natural disaster or emergencies. Workers shall have the right to remove themselves from imminent serious danger, without seeking permission.

Sanctions

Partners shall ensure that they operate in compliance with all laws administered by the US Office of Foreign Assets Control, the UN Security Council, the European Council and any other governmental entity imposing economic sanctions and trade embargoes against designated countries and any banned entities and persons as listed as part of economic sanctions laws.

Sourcing of Materials

Partners are strictly prohibited from sourcing cotton directly or indirectly from Xinjiang region of China, Uzbekistan, Turkmenistan or Syria and/or such other regions as notified by Varley from time to time in writing. Partners shall provide suitable verifiable evidence of origin of source to Varley promptly upon request.

Subcontracting

Any Partner wishing to sub-contract all or any part of the services they are providing to Varley (including without limitation those producing and/or manufacturing Varley Products) must obtain, strictly in advance, prior written consent from Varley’s Supply Chain Team.

Partners must provide all necessary information to enable Varley to make an informed decision.

Consent to sub-contract can be revoked by Varley at any time, Varley will take supply chain impact factors (eg costs and existence of planned/in progress orders) into consideration before doing so.

If Varley grants written consent to a Partner, the Partner must immediately provide the approved sub-contractor with a copy of this Code, ensure that all sections of the Code are fully understood by the sub-contractor and the sub contractor is compliant with the Code. Partners remain liable to Varley for any breach of the Code by a sub-contractor.

Partners must also promptly inform Varley where the Partner becomes aware of any change in circumstance or information which may impact upon Varley’s decision to grant consent to sub-contract.

Whistleblowing

Partners must not threaten or retaliate against whistleblowers in any way. Partners must also ensure workers are aware of the following:

- Whistleblowing is the reporting of suspected wrongdoing or dangers in relation to Varley or Partners activities. This includes bribery, facilitation of tax evasion, fraud or other criminal activity, miscarriages of justice, health and safety risks, damage to the environment and any breach of legal or professional obligations.
- Workers are able to raise any concerns direct with Partners and or Varley or via the contact details for Protect at the end of this policy.
- Completely anonymous disclosures are difficult to investigate. If they would like to raise a concern confidentially, Varley and the Partner will make every effort to keep any identity secret and only reveal it where necessary to those involved in investigating a concern.
- National laws recognise that in some circumstances it may be appropriate for workers to report concerns to an external body such as a regulator. Protect operates a confidential helpline. Their contact details are at the end of this policy.
- Whistleblowers must not suffer any detrimental treatment as a result of raising a genuine concern.

Protect (Independent whistleblowing charity)

Helpline: 0203 117 2520
Website: https://protect-advice.org.uk

Working Hours Not Excessive

Working hours shall comply with national laws, collective agreements and industry standards, whichever affords greater protection.

The working hours shall not prohibit the worker from enjoying their private and family life. In any event, workers shall not be required to work in excess of 48 hours per week (excluding overtime) and will be provided with at least one day off for every 7-day period (or 2 days off in every 14 day period where permitted under national law). Working hours shall be defined by contract. Overtime is voluntary. Overtime shall be used responsibly, taking into account all the following: the extent, frequency and hours worked by individual workers and the workforce as a whole. Overtime shall not exceed 12 hours per week or be demanded on a regular basis and shall be compensated at a premium rate (which is recommended to not be less than 125% of the regular rate of pay). It shall not be used to replace regular employment.

Workers shall not work in excess of 60 hours per 7-day period, unless those hours are permitted by national law, is agreed under a freely negotiated collective agreement, negotiated with workers organisation representing a significant portion of the workforce, appropriate safeguards are taken to protect works health and safety and the Partner can demonstrate exceptional circumstances for the hours exceeding 60 hours per week (such as unexpected production peaks, accidents or emergencies).

Anti-bribery

Partners shall comply with all applicable laws, statutes, codes and regulations relating to the prevention of bribery, corruption and fraud (including but not limited to the Bribery Act 2010, Criminal Finances Act 2017 and Economic Crime and Corporate Transparency Act 2023) and any other applicable national law. Partners shall not accept, offer, promise, pay, permit or authorise:

(i) bribes, facilitation payments, kickbacks or illegal political contributions;
(ii) money, goods, services, entertainment, employment, contracts or other things of value, in order to obtain or retain improper advantage; or
(iii) any other unlawful or improper payments or benefits.

Partners must not engage in any activity, practice or conduct that would constitute fraud or a fraud offence under the Economic Crime and Corporate Transparency Act 2023 and/or evade or facilitate the evasion of tax by another person anywhere in the world.

Last Updated 13 February 2025

We’re proud to be a foundation member of the Ethical Trading Initiative (ETI), a leading alliance of trade unions, NGOs and businesses, working together to advance human rights in global supply chains.