1. POLICY STATEMENT AND PURPOSE

1.1. It is the policy of Chatterbox Media to conduct all our business in an honest and ethical way. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate as well as implementing and enforcing effective systems to counter bribery or corruption.

1.2. This policy sets out our responsibilities and how we expect those working for us or with us to observe and uphold this policy, and provides information and guidance to those working for us or with us on how to recognise and deal with bribery and corruption issues.

1.3 Chatterbox Media will constantly uphold all laws relating to anti-bribery and corruption in all the jurisdictions in which we operate. We are bound by the laws of the UK, including the Bribery Act 2010, in regards to our conduct both at home and abroad.

1.4 Chatterbox Media recognises that bribery and corruption are punishable by up to ten years of imprisonment and a fine. If our company is discovered to have taken part in corrupt activities, we may be subjected to an unlimited fine, be excluded from tendering for public contracts, and face serious damage to our reputation. It is with this in mind that we commit to preventing bribery and corruption in our business and take our legal responsibilities seriously.

2. WHO SHOULD COMPLY WITH THIS POLICY

This policy applies to all individuals working at all levels, including employees (whether permanent, fixed term or temporary), consultants, contractors, trainees, seconded staff, agency staff, volunteers, interns, agents, sponsors, or any other person associated with us, wherever located.

3. DEFINITION OF BRIBERY

3.1. Bribery is a common form of corruption and can be defined as the giving or receiving of anything of value or advantage to try and make someone do something improper or reward them for this. Bribes are illegal, and the giving or receiving of them is a criminal offence. In the UK, the Bribery Act 2010 (Act) came into force on 1 July2011.

3.2. “Improper” performance is defined as performance which amounts to a breach of an expectation that a person will act in good faith, impartially or in accordance with a position of trust.

3.3. The Act creates four offences:

3.3.1. the offence of offering, promising or giving a bribe; 3.3.2. the offence of requesting, agreeing to receive or accepting a bribe; 3.3.3. the offence of bribing a foreign public official to obtain or retain business; and 3.3.4. A new offence for commercial organisations where they fail to prevent bribery by those acting on their behalf.

4. ASSOCIATED PERSON

4.1. We could also commit an offence if a person associated with the Company bribes another person for our benefit. A person is “associated” with a commercial organisation if it performs services for or on behalf of the organisation, regardless of the capacity in which they do so. This could cover (in the UK or overseas) our agents, employees, subsidiaries, intermediaries, joint venture partners and suppliers, all of whom could render us guilty of an offence.

4.2. For all new associated persons where there is a risk of bribes being paid on our behalf, we will need to carry out pre-contract enquiries to establish the organisation’s approach to compliance and corruption risks and help ascertain:

4.3. the adequacy of its current anti-bribery programmes in place; and

4.4. whether or not any bribery has taken place in the past.

4.5. Initial due diligence will take into consideration (as part of a risk assessment), the associated person’s country of origin and that country’s ranking in the Corrupt Perceptions Index: http://www.transparency.org/research/cpi/overview

4.6. When entering into commercial contracts for the supply of goods or services to the Company, we will request anti-corruption warranties or provisions.

5. SANCTIONS FOR NON-COMPLIANCE

5.1. The potential consequences of being convicted of a bribery offence include criminal penalties for both individuals and companies:

5.2. individuals can be jailed for up to ten years and/or receive an unlimited fine; and

5.3. companies can receive unlimited fines.

5.4. “Senior officers” (which is broadly defined, and includes directors) can also be convicted of an offence where they are deemed to have given their consent to giving or receiving a bribe or bribing a foreign public official. Importantly, it is possible that omitting to act might be regarded as consent and lead to prosecutions, fines and/or imprisonment.

6. GIFTS AND HOSPITALITY

6.1. Chatterbox Media accepts normal and appropriate gestures of hospitality and goodwill (whether given to/received from third parties) so long as the giving or receiving of gifts meets the following requirements:

a. It is not made with the intention of influencing the party to whom it is being given, to obtain or reward the retention of a business or a business advantage, or as an explicit or implicit exchange for favours or benefits.

b. It is not made with the suggestion that a return favour is expected.

c. It is in compliance with local law.

d. It is given in the name of the company, not in an individual’s name.

e. It does not include cash or a cash equivalent (e.g. a voucher or gift certificate).

f. It is appropriate for the circumstances (e.g. giving small gifts around Christmas or as a small thank you to a company for helping with a large project upon completion).

g. It is of an appropriate type and value and given at an appropriate time, taking into account the reason for the gift.

h. It is given/received openly, not secretly.

i. It is not selectively given to a key, influential person, clearly with the intention of directly influencing them.

j. It is not above a certain excessive value, as pre-determined by the company’s compliance manager (usually in excess of £100).

k. It is not offer to, or accepted from, a government official or representative or politician or political party, without the prior approval of the company’s compliance manager.

6.2 Where it is inappropriate to decline the offer of a gift (i.e. when meeting with an individual of a certain religion/culture who may take offence), the gift may be accepted so long as it is declared to the compliance manager, who will assess the circumstances.

6.3 Chatterbox Media recognises that the practice of giving and receiving business gifts varies between countries, regions, cultures, and religions, so definitions of what is acceptable and not acceptable will inevitably differ for each.

6.4 As good practice, gifts given and received should always be disclosed to the compliance manager. Gifts from suppliers should always be disclosed.

6.5 The intention behind a gift being given/received should always be considered. If there is any uncertainty, the advice of the compliance manager should be sought.

7. FACILITATION PAYMENTS

7.1. Our policy is that we will not make, and will not accept, facilitation payments of any kind. Facilitation payments are typically small, unofficial payments made to secure or speed up a routine government action by a government official. They are not commonly paid in the UK, but are common in some other jurisdictions in which we may operate.

7.2. If you are asked to make a payment on our behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment.

7.3. It is also our policy to prohibit all individuals working under our direction or control from accepting any consideration or gratuity, other than consideration paid by us for their services, for the inclusion of material in our programming.

8. DONATIONS

8.1. A vital part of the Company’s reputation as a leading television producer is our impartiality and freedom from bias. We therefore ensure that our dealings with political parties, organisations and candidates are not perceived as favouring one group or cause above any other.

8.2 Chatterbox Media accepts (and indeed encourages) the act of donating to charities – whether through services, knowledge, time, or direct financial contributions (cash or otherwise) – and agrees to disclose all charitable contributions it makes. Employees must be careful to ensure that charitable contributions are not used to facilitate and conceal acts of bribery.

8.3 We will ensure that all charitable donations made are legal and ethical under local laws and practices, and that donations are not offered/made without the approval of the compliance manager.

9. YOUR RESPONSIBILITIES

9.1. You must ensure that you read, understand and comply with this policy.

9.2. The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us, with us or under our control. All workers are required to avoid any activity that might lead to, or suggest, a breach of this policy.

9.3. You must notify the Company as soon as possible if you believe or suspect that a conflict with or breach of this policy has occurred, or may occur in the future. We have a Whistleblowing Policy to help you raise any such concerns in the right way. You can find our Whistleblowing policy in the Company Handbook. We reserve our right to terminate our contractual relationship with any third parties if they breach this policy.

10. RECORD KEEPING

10.1. We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.

10.2. All accounts, invoices, memoranda and other documents and records relating to dealings with the Company should be prepared and maintained with strict accuracy and completeness.

11. TRAINING AND COMMUNICATION

11.1. Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter.

12. MONITORING AND REVIEW

12.1. Chatterbox’s compliance manager is responsible for monitoring the effectiveness of this policy and will review the implementation of it on a regular basis. They will assess its suitability, adequacy, and effectiveness.

12.2 Internal control systems and procedures designed to prevent bribery and corruption are subject to regular audits to ensure that they are effective in practice.

12.3 Any need for improvements will be applied as soon as possible. Employees are encouraged to offer their feedback on this policy if they have any suggestions for how it may be improved. Feedback of this nature should be addressed to the compliance manager.

12.4 This policy does not form part of an employee’s contract of employment and Chatterbox Media may amend it at any time so to improve its effectiveness at combatting bribery and corruption.

13. QUESTIONS

What happens if I need to raise a concern?

This section of the policy covers 3 areas:

a. How to raise a concern.

b. What to do if you are a victim of bribery or corruption.

c. Protection.

How to raise a concern

If you suspect that there is an instance of bribery or corrupt activities occurring in relation to Chatterbox Media, you are encouraged to raise your concerns at as early a stage as possible. If you’re uncertain about whether a certain action or behaviour can be considered bribery or corruption, you should speak to your line manager, the compliance manager, the director, or the Head of Governance and Legal.

Chatterbox Media will familiarise all employees with its whistleblowing procedures so employees can vocalise their concerns swiftly and confidentially.

What to do if you are a victim of bribery or corruption

You must tell your compliance manager as soon as possible if you are offered a bribe by anyone, if you are asked to make one, if you suspect that you may be bribed or asked to make a bribe in the near future, or if you have reason to believe that you are a victim of another corrupt activity.

If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries relating to this policy, please contact your line manager.