Statement of Compliance - Criminal Finances Act 2017

INTRODUCTION

It is the policy of Red Ventures and its affiliated companies (referred to in this policy as “we”, “our” and “us”) to conduct business in an honest and ethical manner. We take a zero-tolerance approach to facilitation of tax evasion anywhere in the world. We are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate. We implement, enforce and monitor effective systems and controls to counter and prevent the facilitation of tax evasion.

If you have any questions about this policy or your responsibilities under it, please contact the Compliance Manager, Mark Scott, at mscott@redventures.com.

WHO MUST COMPLY WITH THIS POLICY?

This policy applies to all persons working for us and our affiliated companies in any capacity, including employees at all levels, directors, officers, temporary workers, agency workers, seconded workers, interns, agents, contractors, external consultants, third-party representatives and business partners, or any other person associated with us, wherever located.

WHAT IS FACILITATION OF TAX EVASION?

Under the Criminal Finances Act 2017 (“the Act”), it is a criminal offence for a corporate entity to fail to prevent the facilitation of tax evasion (whether in relation to UK tax or foreign taxes). For the offence to occur an “associated person” providing services for and on behalf of Red Ventures must deliberately and dishonestly take action to facilitate criminal tax evasion by a taxpayer. The definition of “associated person” is broad and includes, but is not limited to, those listed in clause 2.1 of this policy. If Red Ventures were found guilty of this criminal offence, it could be subject to a fine, confiscation orders and/or significant reputational damage.

The facilitation of tax evasion means being knowingly concerned in, or taking steps with a view to, the fraudulent evasion of tax by another person, or aiding, abetting, counselling or procuring the commission of that offence. Tax evasion facilitation also is a criminal offence for the individual involved, where it is done deliberately and dishonestly under existing law. Convictions of the tax evader and/or facilitator are not required for a successful prosecution to be brought against Red Ventures for the failure to prevent the facilitation of tax evasion under the Act.

The elements of an offence under the Act are:

a. There is criminal tax evasion by a taxpayer (either an individual or legal entity) under the existing criminal law;
b. An associated person has criminally facilitated that tax evasion; and
c. The company failed to prevent its associated person from committing the criminal facilitation.

However, it is a defence under the Act if the company had "reasonable procedures" in place to prevent the facilitation of tax evasion. As such it is imperative that all those listed in clause 2.1 are aware of and comply with this policy.

YOUR RESPONSIBILITIES

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

The prevention, detection and reporting of tax evasion are the responsibility of all those working for us or under our control. You are required to avoid any activity that might lead to, or suggest, a breach of this policy.

You also may report concerns anonymously at the hotline and phone numbers listed in our Employee Handbook. The hotline is provided by an independent, third party. Reports made to this service will be shared with designated members of the Human Resources and Legal teams for Investigation.

WHAT YOU MUST NOT DO

It is not acceptable for you (or for you to instruct someone on your behalf) to:

a. engage in any form of facilitation of tax evasion (whether in the UK or abroad);
b. aid, abet, counsel or procure the commission of a tax evasion offence by another person;
c. fail to promptly report any request or demand from any third party to facilitate the fraudulent evasion of tax, or any suspected fraudulent evasion of tax by another person, in accordance with this policy; or
d. threaten or retaliate against another individual who has refused to commit a tax evasion offence or a foreign tax evasion offence, or who has raised concerns under this policy.

PROTECTION

Individuals who raise concerns or report another's wrongdoing, are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken. Please see our hotline and phone numbers in our Employee Handbook to report any concerns.

We are committed to ensuring no one suffers any detrimental treatment as a result of:

a. refusing to take part in the facilitation of tax evasion or foreign tax evasion by another person; and/or
b. reporting in good faith their suspicion that an actual breach of this policy or offence has taken place or might take place in the future.

Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform your line manager or more senior manager immediately. If the matter is not remedied, and you are an employee, you should report the matter to Human Resources as outlined in the company’s Employee Handbook.

TRAINING AND COMMUNICATION

Training on this policy forms part of the employee onboarding process.

Our zero-tolerance approach to tax evasion and foreign tax evasion must be communicated to all agents, contractors, external consultants, third-party representatives and business partners at the outset of our business relationship with them and periodically thereafter.

BREACHES OF THIS POLICY

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct.

We may terminate our relationship with other individuals and organisations working for us or on our behalf if they breach this policy.