Global Code of Conduct

Code of Conduct

Message from our Executive Chairman

At Media.Monks, we’re committed to building an open, honest, inclusive and supportive professional environment in which everyone is treated fairly and with dignity, in line with our Key Value of Respect and Tolerance.

We also take seriously our responsibility to uphold the Key Value of Integrity and Responsibility by conducting our business in an ethical way and actively addressing important social issues, linked to our Core Principle of Authenticity, Integrity and the highest Ethical Standards in our business dealings.

Our Global Code of Conduct sets out the standards and principles for every one of us. Whatever our role is in the Company, whether that is me, our Board members, managers or any of our Colleagues, our actions and our behaviours can seriously impact the reputation of Media.Monks. This also includes our freelancers, consultants and contractors.

We are rightly proud of our Mission to create a purely digital multinational advertising, marketing and technology services business which disrupts analogue models. We have created this Code to support us in building a reputation of which we can be equally proud, both inside and outside of our Company.

Thank you for your support.

Sir Martin Sorrell
Executive Chairman

Scope

The Global Code of Conduct (the ‘Code’) applies to S4Capital plc and to all subsidiaries in which it holds, directly or indirectly, a majority shareholding or exercises effective control, collectively called ‘Media.Monks’ or the ‘Company’.

The Code sets the minimum standards of behaviour we require of all individuals working full time or part time at all levels within the Company, as well as those performing work for the Company such as contractors, self-employed contractors, part-time and fixed-term employees, interns, collectively referred to as our ‘Colleagues’.

Detailed policies and procedures support a number of the areas covered in this Code; these are referenced in individual sections.

Areas Covered

The following areas are covered in the Code:

Accurate Record Keeping

Media.Monks seeks to comply with the law and applicable technical and professional standards and prepares financial and other records in a timely manner, representing the facts faithfully and completely.

We maintain accurate records of the Company’s dealings, and this includes all transactions between our business and external individuals and organisations, and all expenditure and labour charges.

We aim to maintain a rigorous system of financial, operational and compliance controls and an effective system of risk management.

Conflicts of Interest

We are committed to act in the best interests of Media.Monks. We all have an obligation to conduct business in a way that avoids actual or potential conflicts of interest, either within

Media.Monks or with our clients or suppliers. A ‘conflict of interest’ occurs where our personal interests do not align with those of Media.Monks. For example, where a relative is given a supplier contract with Media.Monks, even if they are not the best choice. Or giving a job to a friend’s family member where they are not the best candidate.

This means you should only use your position at Media.Monks, as well as the Company’s property, both physical and intellectual, for proper and legitimate business purposes. For example you should not use the Company’s software, digital assets, concepts etc. for your own business purposes. Further you should always make decisions independent of financial or other personal interests which could potentially compromise your judgement or independence. This includes not providing preferential treatment to any third party with whom you have an interest - including family, friends or other contacts.

You should avoid any relationship that may create or give the appearance of a conflict and disclose promptly any personal or professional interests that might reasonably be perceived to conflict with the best interests of Media.Monks. This includes anything that may create an appearance of impropriety or affects your judgment in carrying out your role.

You should also avoid external positions, engagements or activities that might interfere with your responsibilities or harm Media.Monks’s reputation.

You must immediately disclose any potential conflict of interest, including personal relationships with clients, vendors, or other employees of the company, particularly if there is a relationship of authority, to your manager and to the General Counsel, Caroline Kowall, caroline.kowall@mediamonks.com, for approval.

Data

a. Communications

All of Media.Monks communications should be professional, transparent, relevant and focused on our Mission.

Both traditional and modern forms of communications including social media must be used responsibly. Inappropriate communication or unauthorized sharing of information (e.g. images, comments, links or other data) could cause legal or reputational damage to you, your colleagues, Media.Monks, our clients, customers or others. This also includes statements made on social media or elsewhere that are maliciously untrue, discriminatory or violate the Company’s anti-harassment policies. Furthermore, we must not make unauthorized statements on behalf of Media.Monks or that could be considered as the Company’s position.

b. Intellectual Property and confidential information

Information produced and stored on Media.Monks’ information systems, intellectual property and confidential information are our most valuable assets.

These include our brands, trademarks, know-how, inventions, patents, content and other copyrighted materials, trade secrets, strategies, computer programmes and media properties, including websites and apps. This also includes financial and commercial information about the Company, its clients and any other information protected under applicable Non-Disclosure Agreements.

Safeguarding the Company’s intellectual property, proprietary and confidential information against unauthorised use or dissemination is critical to our success, whether in any of our offices, while working outside our offices or while travelling. Please keep track of information, in whatever format it exists. When discussing confidential information, do not speak where you can be overheard, and do not disclose any information to anyone unless you have a proper business purpose. This obligation to keep confidential our information continues, even if you are no longer employed with Media.Monks.

You must not accept confidential information from a third party unless you have permission to do so and you have agreed to receive it under a prior written agreement. We also respect the intellectual property rights and confidential information of others and recognise that doing so is vital to maintaining our business and reputation.

c. Data Privacy and Digital Ethics

At Media.Monks, we respect the privacy rights of our staff, customers, suppliers and business partners and are committed to collect, use, store, handle, transfer and disclose personal data in a professional, lawful and ethical way in line with local, national and international rules and regulations.

We may only process personal data for specific, defined, legitimate purposes and the data must be accurate and relevant for the purpose for which it was collected, as well as properly protected from inappropriate access or misuse. When it is to be transferred to third parties, it must be appropriately safeguarded. For further information please refer to the Data Privacy Policy.

d. Information and technology security

Media.Monks provides you with the technology and software to do your job effectively, and you should treat this equipment with respect. The access and use of information technology and all our associated systems such as email, software/applications, networks, the internet as well as social media might be subject to cyberattacks, ‘insider’ threats or similar risks.

We therefore use our technology responsibly, only for legitimate business purposes and we must ensure that any use does not cause any harm to the Company, even inadvertently. Limited personal use of Media.Monks’ information technology assets is permissible in accordance with applicable policies, provided such use does not pose a conflict of interest risk. Our IT systems and devices should not be used for any improper purpose, or ways which could affect their operation or integrity.

Media.Monks reserves the right to monitor the use of all its information systems and to access, retrieve and disclose such information except where limited by law or agreement. For further information, please refer to General Information Security Policy and Employee InfoSecurity Policy.

Further information regarding the different elements of Section 3.3, Data can be found in Employee Contracts, Employee Handbook, and Acceptable Use Policy.

Environment and Human Rights

Compliance with environmental laws and regulations and promoting sustainable development

Media.Monks comply with the environmental laws and regulations in the countries where we do business. Our commitment goes beyond existing laws and regulations by promoting sustainable development. We seek to manage our environmental footprint transparently and ethically in the interests of our stakeholders, including our customers, Colleagues, investors and the communities in which we operate.

Child labour and modern slavery

At Media.Monks, we have a zero-tolerance approach to modern slavery and are fully committed to preventing slavery and human trafficking in our operation and supply chain. We have taken concrete steps to tackle modern slavery, as outlined in our Modern Slavery Statement. We comply with applicable laws and regulations, including the United Nations Universal Declaration of Human Rights and the core conventions of the International Labour Organisation.

Working with our external stakeholders, we seek the overall wellbeing of our communities.

Fair employment, diversity & inclusion

a. Harassment

We will not tolerate any action, conduct or behaviour which is humiliating, intimidating or hostile. We are all afforded an employment environment that is free from physical, psychological, sexual and verbal harassment, intimidation and other abusive conduct or threats of such treatment. Feedback, criticism and challenge must always be delivered in an appropriate and respectful manner, whilst considering cultural sensitivities.

Further information regarding this Section can be found in Anti-Misconduct Policy.

b. Diversity and Inclusion

We offer equal opportunities to everyone, as this helps us ensure we always draw on the widest possible talent pool and attract the very best people.

We value diversity and shall never, at any stage of employment, discriminate against any individual on the basis of race, national origin, religion, ethnicity, disability, age, sexual orientation, political affiliation, union membership, gender or gender identity, marital status or any other classification protected by applicable laws and regulations.

When making employment decisions including hiring, evaluation, promotion, training, development, discipline, compensation and termination, we base them solely on objective factors, including merit, qualifications, performance and business considerations.

c. Training

As part of our comprehensive compliance programme, we provide our Colleagues with training on ethical issues and policies related to this Code and expect everyone to comply with their assigned training responsibilities.

In particular, our training emphasises our Colleagues’ obligations within their Employment Contracts and applicable Non-Disclosure Agreements.

d. Wages and benefits

We pay workers at least the minimum compensation required by local law and provide all legally mandated benefits.

e. Working hours

We operate in compliance with both International Labour Organisation standards and local laws and regulations in relation to working, resting hours, maximum consecutive days of work and annual leave. Hours worked beyond the normal work week shall be voluntary.

Employment is freely chosen, and anyone may terminate their employment or engagement with reasonable notice in compliance with employment contracts, applicable laws and regulations.

f. Freedom of association and collective bargaining

We recognise the rights of individuals to exercise their right to freedom of association and collective bargaining in accordance with applicable laws and regulations, collective bargaining agreements and local customs.

g. Disciplinary and grievance mechanism

We have a transparent and fair disciplinary process in place to address concerns regarding any of our Colleagues’ work, conduct or absence.

h. Migrant workers

The term ‘migrant worker’ refers to a person who is to be engaged, is engaged or has been engaged in a remunerated activity in a State of which that person is not a national. Media.Monks ensures that migrant workers are employed in full compliance with the immigration and labour laws of the host country.

i. Health & safety

Media.Monks strives for the highest standards of occupational health and safety. We comply with all applicable occupational health and safety regulations and provide a work environment that is safe, conducive to good health, and which helps prevent accidents, injuries, and work-related illnesses.

j. Political activity

Media.Monks does not make payments or other contributions to support political campaigns or political activities.

As an individual you have the right to personally participate in lawful political activity, with any political views being clearly expressed as personal ones, and not those of Media.Monks.

Further information regarding the different elements of Section 3.5, Fair employment, diversity & inclusion can be found in the Media.Monks Employee Handbook, as part of our commitment to ESG.

Prevention of Financial Crime

a. Anti-Bribery and Corruption

Media.Monks has zero tolerance for any form of bribery or influence peddling. We comply with the anti-bribery and corruption laws of the countries where we operate, as well as those that apply across borders.

We do not offer, pay, or accept bribes or kickbacks for any purpose, either directly or through a third party. We do not make facilitation payments or permit others to make them on our behalf.

b. Gifts and Hospitality

We occasionally use hospitality and promotional opportunities to present our services, establish relationships or attract new clients and customers. Modest gifts, entertainment and hospitality can help build a good working relationships with clients, customers, suppliers and stakeholders.

However, gifts, entertainment and hospitality should not be offered or accepted if these can be viewed as improperly influencing a business decision.

Before offering or accepting any gifts or hospitality, we must ensure that the value is reasonable and allowed under Media.Monks internal policies and standards (see the Anti Financial Crime Policy for more information).

c. Sponsorship & Donations

Media.Monks supports local community organisations through voluntary contributions. We also use sponsorships as part of our marketing activities.

Charitable contributions, donations and sponsorship arrangements must be appropriate, reasonable in terms of value and frequency and approved in advance in line with Media.Monks internal policies and standards. We must not use such arrangements to influence business decisions, disguise political payments or for any other improper purpose.

d. Third Parties

The nature of our work requires us to interact frequently with third parties. These third parties may include clients, customers, suppliers, distributors, resellers, lobbyists, consultants and any other person or entity that is not a Media.Monks company or Colleague.

Interactions with government officials or state organisations present particular risks that must be adequately addressed. Since they often control decisions or processes that can affect our business success, we must hold ourselves to the highest ethical standards when working with public officials.

e. Anti-Money Laundering (‘AML’)

Media.Monks complies with all applicable legal and regulatory AML requirements in those countries in which we operate, including reporting of suspected or actual cases in line with disclosure requirements. Violation of AML laws and regulations can lead to civil and criminal penalties, including fines, the disqualification of directors and imprisonment.

We prohibit the perpetration of any activity which can be interpreted as money laundering and terrorist financing, and ensure that we take appropriate action to prevent and detect any such cases.

f. Fraud

Media.Monks does not tolerate any form of fraud by attempting to obtain any improper benefit through deception, making false claims or acting fraudulently. This includes the misuse of Media.Monks’ intellectual property and proprietary information.

g. Sanctions

Media.Monks complies with all trade laws and restrictions within the countries in which we operate. This may include sanctions and trade restrictions which stop us working in certain countries, or with individuals or entities.

We aim to ensure regulatory compliance by establishing an internal framework that minimizes the risk of trade sanctions, breaches and abuse of our products and services for money laundering purposes.

h. Anti-Trust

Media.Monks believes in free and open competition. We work hard to win against the competition by providing better products and services, not by unethical or illegal business methods. We never willingly undertake actions which would restrict free and fair competition, such as working with competitors to rig bids, exchange sensitive commercial information, fix prices or share markets.

i. Insider Trading

Media.Monks complies with national and international laws on insider dealing.

We do not use or communicate material non-public information about Media.Monks or any other company for personal financial gain or advantage. Such information may be obtained in a wide range of ordinary business situations which if disclosed, might influence a person’s decision to buy, sell or hold a company’s securities/shares.

Further information regarding insider trading can be found in the Share Dealing Code and the Market Abuse Regulation Manual.

j. Tax Evasion

Media.Monks strives to comply with all local tax legislation in the countries where we operate and pay the right amount of tax for those activities. We have a zero-tolerance approach to tax evasion and always manage our tax affairs ethically. We also ensure we don’t facilitate tax evasion by other parties, even accidentally.

Further information regarding the different elements of Section 3.6, Prevention of Financial Crime can be found in The Anti-Financial Crime Policy.

Speak Up

The Code provides overall guidance on how to deal with a wide range of issues, and links to supporting documents. If you are unsure of what steps to take, consider the following:

  • What does the Code and the spirit of the Code suggest?
  • Is this action permitted under Media.Monks’ policies and procedures?
  • Would this action cause concern if other Colleagues or people outside of the Company knew about it?

If you have questions about the Code or concerns about a breach of the Code or other Company policy, the potential misconduct of a supplier, client, customer, business partner or other internal conduct, we encourage you to raise your concerns with your Manager or Human Resources department notify the General Counsel, Caroline Kowall, caroline.kowall@mediamonks.com.

As an alternative the Company works with an independent confidential reporting service. The Media.Monks Speak Up Platform is available to all of our Colleagues as a secure and confidential channel through which they may, on a voluntary basis, raise alerts to Media.Monks in relation to any concerns about the breach of this Code. In line with our Speak Up Policy, we support a culture that encourages every individual to Speak Up without a fear of retaliation.

Breaches

We all have a responsibility to comply with the Code. Failure to comply with any aspect of the Code may result in sanctions, discipline (including impact on compensation), or in some cases, termination of employment.

In limited circumstances, serious breaches or incidents may need to be reported to the appropriate authorities, including any regulatory or enforcement authorities. In such cases, Media.Monks will take reasonable steps to ensure the identify of any reporting employee is confidential, unless disclosure is unavoidable to comply with legislation.

Governance

The Code is reviewed annually. The Board has overall responsibility for this Code, and for reviewing the effectiveness of actions taken in response to any issues or concerns raised under this Code and monitoring the adherence to the Code.

Each Media.Monks company will also be responsible for ensuring that the requirements under this policy are applied in accordance with local laws and will notify the General Counsel, Caroline Kowall, caroline.kowall@mediamonks.com if any issues should arise.

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