Anti-Bribery Policy

What does this policy cover and who is covered?

CLARKE FILM AND MEDIA LTD does not tolerate any corrupt, fraudulent or other criminal activities. Detailed explanations of what

constitutes bribery, corruption and other related and prohibited activities are set out further below.

All employees, contractors, consultants, officers, interns, casual and agency workers, and anyone else under their or CLARKE FILM AND

MEDIA LTD’s control must comply with this policy.

It sets out both their and CLARKE FILM AND MEDIA LTD’s duties and commitment to meet the appropriately high standards of

operational integrity and legal compliance that CLARKE FILM AND MEDIA LTD has set. It also contains guidance on how to identify

instances of bribery and corruption and what steps to take if you discover that it is taking place.

Engaging in, supporting or failing to prevent bribery and corruption is almost always a criminal offence under UK law. If you work within or

for our business, or you are in any other way under our control, you are obliged to take responsibility for preventing, detecting, and

reporting anything you believe amounts, or could amount, to bribery or corruption. Failure to do so will give rise to us taking disciplinary

proceedings against you and could lead to criminal proceedings against you too.

You may face up to 10 years’ imprisonment for offering, promising, giving, asking for, or accepting a bribe. Additionally, CLARKE FILM

AND MEDIA LTD may also face criminal sanctions, if we fail to stop bribery taking place. This is why we take both your and our conduct

so seriously. It is why we ask for your support in preventing and detecting this conduct. We will not hesitate to act where we discover this

behaviour taking place.

If ever you experience any concerns about any of the activities, circumstances or duties set out in this policy, please speak, without delay,

to Mark Clarke or their designated alternative in their absence.

It is not part of your employment contract

This policy is not part of your employment contract. We, CLARKE FILM AND MEDIA LTD, may amend this policy at any time.

What is bribery?

Bribery is a bribe – which may manifest in multiple ways. It could be a reward, or maybe an inducement for acting improperly, illegally, or

unethically to gain an advantage – whether personal, commercial, or regulatory.

That incentive or inducement can be less obvious than something that is actually given to you. For example, it could arise in the form of

an agreement that someone will not do something (or would do something differently, or would do it to someone or something else), which

would benefit the recipient in generating an outcome that they might otherwise not fairly or lawfully achieve.

Promises of, or actual payment as an inducement to commit unlawful, unethical or improper activity are obvious examples of bribes. But

they may also take the form of hospitality and entertainment, corporate or personal gifts and/or favours to help with personal, family or

corporate objectives. If the purpose is to exert influence over the recipient’s decision-making, and to attempt to swing that decisionmaking

process in the donor’s favour, this is quite likely to be sufficient to constitute bribery.

And you don’t need to have actually given or received that reward or inducement for this process to amount to bribery and therefore

unlawful conduct.

Examples of bribery include, in any type of business scenario (including pitches and tenders, deal/commercial negotiations):

a. Giving, offering or committing to give gifts, any form of hospitality, assistance or gifts, on the understanding or expectation that the

recipient will do you a business favour or grant you a business advantage in return. (That business favour might be as straightforward as

attaining a faster or easier conclusion of a routine transaction or procedure.)

b. Conversely, accepting any of the above forms of advantage from someone who you know, or have reasonable grounds to suspect is

hoping to achieve an equivalent benefit from you, on behalf of CLARKE FILM AND MEDIA LTD.

In both of the above cases, a very obvious warning sign will be where the offer is excessively extravagant for the nature of your business

relationship and/or the context in which it is made.

c. Offering or receiving gifts to or from government or other officials, political parties, and individual politicians

d. Seeking retribution of any form (including threats) in response to :

a refusal by someone to bribe a third party, or

someone reporting a concern under this policy

e. Taking part in any other activity or process that might otherwise breach this policy

You must not become involved in any of these activities or permit or fail to prevent anyone else becoming involved on your behalf.

What is corruption?

We consider that corruption means the abuse of any power, authority, or position in return for some personal advantage. It is a wide

definition and may encompass many different types of activity, including the more passive ones, such as knowingly failing to prevent a

corrupt activity.

Permitted activities that should not breach this policy

You may:

a. offer or receive hospitality and entertainment from third parties on condition that that it is appropriate and reasonable to do so in the

circumstances, and the purpose of this hospitality or entertainment is to:

Build or maintain business relationships

Enhance or maintain the CLARKE FILM AND MEDIA LTD’s reputation

Help promote and sell CLARKE FILM AND MEDIA LTD’s products and services more effectively

b. give and accept gifts, provided that:

on each occasion, you have prior approval from Mark Clarke, who is fully and properly informed of the circumstances in which the gift is

given or received

the gift is proportionate to the context in which it is given. So, for example:

a modest gift at the end of the year, to mark the festive holiday season, or

a branded umbrella, pen or notebook

are likely to be acceptable, or provided all the elements of this section 5 are met

you can evidence (if requested by us to do so) that no business discussion or decision is outstanding, or in contemplation, between you

(on behalf of CLARKE FILM AND MEDIA LTD), and the party with whom the gift is passing, or other benefit/hospitality is organised and

therefore no business favour or benefit, whatsoever, is in contemplation

(This business discussion could relate to any business matter affecting our business, including existing customer or supplier retention, or

supplier customer acquisition, commercial collaborations, buying and selling any assets, outsourcing, etc.)

Any approved gift that you send is clearly sent/provided on behalf of CLARKE FILM AND MEDIA LTD and not in your own name

You do not give or accept any, cash or any equivalent to cash (e.g. vouchers, or cash discounts)

Your actions at all times comply with the laws where you are operating on behalf of CLARKE FILM AND MEDIA LTD, and additionally,

with the relevant laws of the places to which you are sending, or in which you are receiving, these gifts.

Reimbursing others for business-related expenses

Reimbursement of reasonable business-related expenses that are genuinely incurred by others in relation to legitimate business activities

in which you are engaged on behalf of CLARKE FILM AND MEDIA LTD are likely to be acceptable. These include:

a. Food, travel and/or accommodation expenses to attend a meeting with you, or

b. purchase of relevant materials (e.g. stock footage or hire of equipment) in connection with activities requested by you (provided that you

have already received confirmed approval for this request from the relevant personnel within CLARKE FILM AND MEDIA LTD)

Equally, you may accept reimbursement of identical expenses incurred by you on behalf of CLARKE FILM AND MEDIA LTD in the same

circumstances, and provided that you have advance approval from Mark Clarke to accept this reimbursement.

Although this does not normally constitute bribery, any payment made or received that exceeds reasonable or genuine business

expenses is not acceptable. An example would be payment for an extended stay in a hotel, before or after business had been concluded.

Kickbacks and facilitation payments?

These are ‘unofficial’ (unapproved) payments made in return for a business favour or some other form of advantage. You’ll frequently hear

them called ‘back-handers’ or ‘brown envelopes’. Often, they are small payments, sometimes deliberately intended to pass unnoticed, and

their objective is generally to speed up or more easily facilitate a routine process or activity. They are commonly directed at regulators,

government officials, persons in positions of seniority and significant power and influence.

They are equally considered by us to be corrupt and prohibited behaviour.

We never make or accept these, and you are not permitted to engage in any conduct which attempts or succeeds in involving us in this

kind of activity. As with all other breaches of this policy, we will treat any breach of this prohibition as equally serious and likely to justify

dismissal for gross misconduct.

If you ever find yourself in a position where a kickback or facilitation payment is hinted at – or more directly proposed to you on behalf of

CLARKE FILM AND MEDIA LTD, you are under a duty to report this to Mark Clarke without delay. We expect you to avoid being put in a

position where these types of discussion might arise, and you must never wrongly intimate that CLARKE FILM AND MEDIA LTD would be

open to such bribery, or indeed, open to offering it to someone else.

Always ensure that you have the prior approval of Mark Clarke to make payments on behalf of our business and that any requests for

payments are properly and carefully considered by Mark Clarke or their designated alternative in their absence.

Request and keep any receipts for any payments made by or to you and provide these to the accounts department.

Keeping records

Always keep written records of any gifts or hospitality you have given or received, and ensure that these records are signed off and

approved by specify consent provider and Accounts department.

If you are claiming expenses, ensure you have you give full details of the reason for the expenditure and submit your expense claims to

accounts department using the process laid out in our separate Expenses Policy.

You are responsible for checking and ensuring the accuracy and completeness of any third-party invoices and expense claims. This

obligation includes customer and supplier invoices and receipts.

The keeping of records in any format outside of our approved expenses policy and accounting practices is strictly prohibited. Any attempt

to do so risks being viewed by us as an attempt to conceal or potentially to facilitate unauthorised and unlawful payments.

Reporting obligations and protection for those reporting

We will always support you if you refuse to engage in any manner with bribery or corruption activity. You will not face any reprisals from

CLARKE FILM AND MEDIA LTD for such refusal and we will never condone, or leave unaddressed, threats made to you by others, for

your refusal to engage in this prohibited activity.

Indeed, we expect you, in good faith, to report any conduct or activity that you believe amounts to bribery or corruption as well as any

attempts by others to engage you in that activity. You should report this believe to Mark Clarke.

The making of a report (or the raising of a concern), should follow the procedure set out in CLARKE FILM AND MEDIA LTD’s policy on

whistleblowing. CLARKE FILM AND MEDIA LTD will take any such report extremely seriously.

If you are ever concerned about making a report under this (or our whistleblowing) policy, you should immediately speak with Mark

Clarke. If you feel that you are being unfairly treated as a result of having made such a report, you can also raise the matter formally

under our grievance policy.

We will never condone threats or other reprisals against a third party.

It goes hand in hand with the protections and reporting obligations set out above that we will also not condone the making of any threats

by you against other individuals for whom we are responsible or with whom we are connected. If you threaten others who report this

prohibited activity, we will treat this as seriously as some who is engaging in the prohibited activity.

Breaches of this policy will result in us taking disciplinary action, the outcome of which may include dismissal for gross misconduct.