GROUP BUSINESSINTEGRITY
POLICYMAY 2023

CONTENTS

Introduction

02

Purpose and scope

03

Roles and Responsibilities

03

Ethical Decision-making

03

Third Party Engagement04

Conflicts of Interest

06

Business Integrity Risks

07

Bribery and Corruption

08

Facilitation Payments
Gifts and hospitality
Donations
Sponsorships and community
support/investment
Potential or actual conflict ofinterest
Travel and expense

Fraud and theft

18

Asset misappropriation, financial
and non-financial reporting

Competition law compliance20

Agreements and arrangementswith competitors
Inappropriate informationexchange with competitors
Participation in trade association
or industry events
Vertical agreements
Abuse of dominance
Joint ventures

Money laundering, terrorist
financing and tax evasion

26

Handling proceeds of crime
Tax evasion

Sanctions and trade controls

29Entering into new sectors/new
territories
Entering into new third party
relationships
New sanctions/asset freezes on
existing third parties

Compliance with this Business Integrity Policy (the policy) is mandatory and should be implemented inconjunction with the Code of Business Conduct. Failure to comply may result in disciplinary action up to andincluding dismissal. The policy sets out the minimum thresholds and standards that apply across Compass. This
does not prevent a country or region applying more stringent thresholds and standards. If there is a diﬀerence
between this policy, local policy and applicable laws, the strictest requirement must be applied. Where approvalis required by Legal and no country Legal exists, you must obtain Regional General Counsel approval.
.

1Compliance with this Policy

33

Monitoring

33

INTRODUCTIONINTRODUCTION

Compass Group ("Compass") ispassionately committed to upholding thehighest standards of business integrity.
This commitment has earned us our position
as a global leader and trusted partner.
The Code of Business Conduct, our Vision, Values and 5
Golden Rules ("Compass' Values") set out the clear
standards of behaviour that we expect all Compass
personnel to demonstrate in dealing with colleagues andthose outside of Compass including customers, clients,
suppliers, shareholders and other stakeholders.

1. The term Business Partners refers to any third party working with Compass.

2

As a people business and an organisation with a strong
governance framework, we believe in responsible
leadership; to set the standard and act as a role model for
ethical behaviour and integrity-driven decisions. Compass
promotes a workplace where our people and business
partners1 can speak up and be heard, and we foster aculture of openness, trust and integrity, encouraging ourpeople to do what is right.
Conducting business with integrity protects Compass, ourpeople, our assets, our business, our reputation and ourrelationships with stakeholders.

INTRODUCTION CONTINUEDPURPOSE AND SCOPE
The aims of this policy are to:– define key business integrity risks;– establish the principles and requirements for employees,
contractors and workers representing Compass to comply, at aminimum, with applicable business integrity laws and regulations2;
and– promote a culture of honesty, ethics and integrity within Compass.

What is business integrity?
Business integrity3 means conducting business honestly andwith strong moral and ethical principles. In practice, this means
doing what we say we are going to do, owning up to our mistakes
and holding each other accountable for our actions. Conducting
business with integrity involves living our values through ouractions, behaviours and decisions and having the character andcourage to always do what is right, not what is easy, even if we
don’t think anyone is watching.
At Compass, we commit to conducting our business withintegrity by:– acting honestly, fairly and transparently;– fostering a culture of openness and trust where we respect eachother and feel able to speak up when we feel something isn’tright; and– taking responsibility for our actions and accountability forour decisions.
Business integrity is fundamental to building and maintaining
trust with all our stakeholders; including our customers, clients,
business partners, employees, suppliers, the communities inwhich we operate, governments, public bodies and investors.

Who does this Policy apply to?
This Policy applies to all "Compass Personnel", meaning all
directors and oﬃcers, employees, contractors and consultants
working within Compass and workers working at any Compass
business anywhere in the world, whether permanent, fixed termor temporary (individually and collectively "you"). This policy
also applies to any joint venture companies or consortia that areunder Compass’ day to day control or are majority owned byCompass.

ROLES AND RESPONSIBILITIESAll Compass employees and those who act on our behalf are
expected to be ambassadors for our high ethical standards anddemonstrate full commitment to the business integrity principles
and requirements set out in this policy by:– completing the required ethics and integrity awareness training;– declaring and managing any potential or actual conflict(s) ofinterest that may affect, or be thought by others to affect, ourdecision-making;– complying with the requirements of the Group Approvals Manual(the "GAM");– discussing this policy’s content with the people we work with andstressing the importance of speaking up about concerns and/or
breaches of this policy;– listening to such concerns, whether they have been expressed byteam members, colleagues or our leaders, in line with Compass'
Speak and Listen Up Policy; and– always seeking guidance when needed.

ETHICAL DECISION-MAKING
While this policy provides principles, requirements andexpectations relating to mitigation and elimination of businessintegrity risks, as well as some common examples of these risks,
it is impossible to anticipate every situation in which a businessintegrity issue may arise. To ensure that we respond consistently
when presented with a business integrity issue, we encourage all
Compass Personnel to consider whether the decision being
made is ethical, legal and the right thing to do.
Backgrounds, experiences and cultural diﬀerences influence
decision making and what is perceived as the right or wrong
thing to do in a particular situation. The following five questions
provide important practical guidance on how to determine if adecision or action is the right thing for you to do in your role atCompass:– is it free from any actual or potential conflict(s) of interest?
– does it serve a legitimate business purpose?
– is it something you believe reflects your role and responsibilities touphold Compass’ Values?
– would it maintain Compass’ reputation for integrity and strong
governance if made public (e.g., published in a newspaper or
online)?
– does it align with our Code of Business Conduct and 5
Golden Rules?
If you cannot answer ‘yes’ to all of the above questions, or if you
are unsure whether the action or decision being considered may
go against Compass’ values and principles, it is important to
consult with a manager, Legal or Group Ethics & Integrity for
guidance or report any concerns using Compass’ confidential
reporting programme, Speak Up, We’re listening.

– reading and understanding the content of this policy;– implementing the policy across our respective business areas;
2. Applicable business integrity laws may include but are not limited to bribery and corruption, conflicts of interest, competition, anti-trust or anti-monopoly, fraud, theft,
financial misstatement, books and records, tax evasion, money laundering, terrorist financing, economic and trade sanctions, export controls, human rights, humantraﬃcking and modern slavery.
3. For further information please see our 5 Golden Rules.

3

THIRD PARTY ENGAGEMENTManaging third party relationships can becomplex and typically involves many diﬀerent
functions spread across Compass’ operations.
It is important to Know Your Third Party, and ensure our values
and goals align. Undertaking risk-based due diligence as apreventative and monitoring control provides an early warningor alert system as part of Compass’ Third party Risk
Management approach.
Third parties can be clients, customers, suppliers (including, but
not limited to consultants, advisors, agents, intermediaries,
contractors, distributors and lobbyists), financial partners, joint
venture partners, merger, acquisition or divestment targets. It
includes individuals and/or entities intended to be engaged tonegotiate, represent, intermediate, introduce or act on behalf ofCompass (or any Compass subsidiary) in relation to interactions
with government oﬃcials, governmental agencies (orrepresentatives).

4

Certain categories of third parties (including those
closely associated to them such as immediate family
members) expose us to higher business integrity risks,particularly bribery and corruption. These areintermediaries, agents and government oﬃcials.
– An intermediary is a third party, engaged to assist Compass
with its business by acting as a middleman between
Compass and another third party. They are the conduit
through which Compass may give or receive goods orservices. Sales agents and consultants, customs brokers andagents, joint venture partners, professional advisers such as
lawyers, accountants or financiers, and distributors can all beintermediaries.
– An agent is a particular type of intermediary who has theability to represent, negotiate and act on Compass’ behalf.
Whilst intermediaries might facilitate business andcommunications between Compass and a third party, agents
have the power to create binding legal relationships between
Compass and third parties, presenting heightened legal andreputational risk.
– Government officials include:– employees of state-owned enterprises or of agovernment or local government agency;– employees or oﬃcers of a regulatory authority, or any
administrative, municipal, fiscal or judicial body,
department, tribunal or authority (as long as
controlled organisation is majority-owned by thegovernment or managed by government oﬃcials);– employees or oﬃcers of an international publicorganisation such as the United Nations, WorldBank or International Monetary Fund;– politicians or political party oﬃcials, or oﬃcers or
employees of political parties, and all candidates forpolitical oﬃce;– individuals who hold or perform the duties of an
appointment, oﬃce or position created by custom orconvention, including some members of royalfamilies, traditional authorities and some tribal
leaders; and– police oﬃcers or other law enforcement agencies,
senior/high ranking military personnel, customs
oﬃcials, border control or an agent of the crown,
special advisers to governments, or individual
government oﬃcials, whether paid or unpaid, formal
or informal.

THIRD PARTY ENGAGEMENT CONTINUEDOur Expectations

What You need to do– know who you are dealing with and properly assess your risk
exposure in relation to Business Integrity risks as defined in the
Third-party Integrity Due Diligence Policy.
– do not hire or engage a third party on behalf of Compass to be
involved in inappropriate dealings.
– take extra care when engaging a third party (intermediary or agent
for example) that is likely to interact with government officials onbehalf of Compass.
– do not engage any third party (individuals or organisation) that is
subject to economic sanctions.

– conduct Third-party Integrity Due Diligence before entering into alegally binding agreement with a third party, in accordance with theThird-party Integrity Due Diligence Policy and Guidance.
– ensure any approval requirements are obtained for high risk third
parties as a result of due diligence screening prior to engaging thepotentially high risk third party.
– request completion of a third-party risk assessment from applicable
individuals/entities as outlined in the Consultants and Advisors
section of the GAM and pursuant to the Third Party Integrity Due
Diligence Policy and Guidance.
– ensure that standard legal business integrity contractual clauses
are included in third party contractual arrangements.
– in relation to government officials (or individuals closely linked tothem) obtain approval from your country and Regional GeneralCounsel (or delegate) to:– engage a current or former (within 2 years from holdingoﬃce) government oﬃcial as a consultant, agent orintermediary; or– appoint a current or former government oﬃcial to a
managerial Compass role.

Red Flags/Warning Signs
The following are typically red flags or warning signs requiring
careful consideration when dealing with a third party:– the third party, agency or consultancy is headquartered in a country
with a reputation for corruption.
– the third party is incorporated in a tax haven4 and the third party has
not demonstrated that the tax haven is the jurisdiction where its
business substantially operates.
– the transaction involves or takes place in a country with a general
reputation for bribery and corruption.
– third party has no track record in the industry.
– third party has close ties to an existing or former government official.
– the third party or consultant resides outside the country in which
the services are to be rendered other than where there are proper
commercial reasons for this.
– the third party or consultant requests or requires payment in cash.
– the third party or consultant requests that payments be made to abank located in a foreign country unrelated to the transaction or bemade to undisclosed third parties.
– the third party or consultant requests a substantial up-front
payment or fee which is unusual for the type of services being
rendered.
– the third party’s fees are not commensurate with the services being
provided.
– the third party or consultant insists on the involvement of otherindividuals or parties who bring no apparent value to the process
and/or are not involved in the transaction.
– the third party or consultant requests that false invoices or otherdocuments be prepared in connection with a transaction.
– there is a lack of transparency in expenses and/or accounting
records.
– the third party is uncooperative with, or resistant to, our third party
due diligence processes and/or unwilling to agree to our standard
contractual protections.

4. When we refer to a tax haven, we mean those jurisdictions that are uncooperative in terms of tax, corporate transparency and tax rates. For more information see EU list of
non-cooperative jurisdictions for tax purposes - Consilium (europa.eu)

5

CONFLICTS OF INTEREST

It is not unusual for actual or potential conflicts of interest toarise when conducting business. A conflict of interest is asituation in which your personal interests (or those of someone
close to you) are, or appear to be, incompatible with Compass’
best interests. Conflicts of interest may be perceived or actual,and both present significant business integrity risks. It istherefore important to be able to recognise, eliminate or mitigate
conflicts of interest.
A conflict of interest creates a risk that a decision will be
influenced by a personal interest. All Compass Personnel should
avoid situations in which personal interests are, or appear to be,
incompatible with the best interests of Compass. If it is notpossible to avoid a conflict of interest situation, and/or you
become aware of an actual or potential conflict of interest, youmust immediately inform your manager or Unit Manager anddisclose it in the Compass Group Disclosures Register (or local
equivalent).
Disclosing potential and/or actual conflicts of interest fosters aculture of integrity and openness.
The following are examples of situations that may give rise to an
actual or perceived conflict of interest which may be resolved byensuring various guardrails are put in place:– having a direct or indirect personal or financial interest in a businessthat is a Compass supplier, potential supplier, customer, potential
customer or competitor;– having secondary employment, whether paid or voluntary, outsideof Compass;– insider dealing;– having personal relationships that may influence the decisionmaking process;– accepting personal payments, fees, discounts, gifts and/or
entertainment from a competitor or business partner of Compass;– having direct or indirect decision-making authority relating to theemployment or employment conditions of a family member or closefriend, or vice-versa, at work; and– being a member or executive of an industry body or serving on a
Board of Directors of another organisation.

6

BUSINESS INTEGRITY RISKS

BUSINESS INTEGRITY RISKS COVERED UNDER THIS POLICY INCLUDE 5:
Bribery and Corruption

Terrorist Financing

Fraud and Theft

Tax evasion

Competition Law ComplianceSanctions and Trade Controls

Money Laundering

5. Human Rights is covered in our Human Rights Policy available here

7

BUSINESS INTEGRITY RISKS CONTINUED

BRIBERY AND CORRUPTION
Bribery occurs when someone directly or
indirectly oﬀers, promises, gives to or accepts orrequests a financial or other advantage fromanyone intending that the person receiving thebenefit improperly performs their duties or
obligations.
An advantage can include anything of value
such as money, gifts, hospitality, favours,
improper signing bonus or rebates, donations,
sponsorships or community investments. It
could also include non-monetary benefits or an
opportunity, such as the promise of
employment for a family member or closefriend.

8

1Corruption is an abuse of entrusted power (e.g.,
by a government oﬃcial) for private gain,
typically involving bribery.
All forms of bribery are business integrity risks.
Compass Personnel are required to recognise
and to escalate them appropriately.

OUR PRINCIPLE

AREAS OF RISK

Compass has zero-tolerance to bribery or corruption andCompass Personnel must not engage in or implicitly
authorise bribery or corruption under any circumstances.

– Facilitation payments– Gifts and hospitality– Donations– Sponsorships– Community support/investment– Potential or actual conflict of interest– Travel and expense– Third party engagement (covered in third party engagement
section above)

BUSINESS INTEGRITY RISKS CONTINUED

FACILITATION PAYMENTS
Area of Risk

9

Bribery and Corruption

Definition– Payments of money or goods typically made to government officials to expedite an existing duty, such as a routine
approval or administrative process.

Expectation– Never make a facilitation payment unless your personal safety is threatened in any way.

Red
Flags/Warning
Signs– Food standards or health and safety official requesting a cash payment or “sweetener” for issuing or reissuing alicense or permit.
– Law enforcement officer or security personnel requests a fee to allow you to drive in a certain area or enter aparticular location.
– An immigration official at a border control requires you to pay a small fee to advance you quicker throughpassport control.

What You needto do

– Reject any requests for facilitation payments in writing as they are strictly prohibited and constitute bribery.
– If you are unsure if a fee request is valid, request to see the official published fee rate and request a receipt.
– Contact your country or Regional General Counsel if you receive a request to make such a payment. They will informthe Group General Counsel & Company Secretary and Group Head of Ethics & Integrity.
– If your personal safety is at risk, make the payment and report the incident as soon as practicable to your LineManager and your country or Regional General Counsel. They will inform the Group General Counsel & Company
Secretary and Group Head of Ethics & Integrity.
– Any facilitation payments made in the circumstances where your personal safety is at risk, must be accurately andtransparently recorded in our accounts with the appropriate supporting documentation and authorisations. This
helps ensure we comply with relevant accounting standards and avoids potentially being seen to hide suchpayments which may violate other laws, such as the US Foreign Corrupt Practices Act (FCPA) books and records
provisions.

BUSINESS INTEGRITY RISKS CONTINUEDGIFTS AND HOSPITALITY
Area of Risk

Bribery and Corruption

Definition– A gift is anything of value, including an item, cash or cash equivalent, goods or services, offered or given to, or
accepted or received from, a person or company outside of Compass.
– Hospitality refers to any form of travel, food, beverage, accommodation, entertainment, marketing, cultural or
sporting event (participating or watching), offered or given to, or accepted or received from, a person or company
outside of Compass.
– Gifts and hospitality are commonly used as a gesture of goodwill and respect, and to strengthen working
relationships among business partners.

Expectation– Any gifts or hospitality that you wish to offer or accept must be legitimate, have a business purpose, and betransparent, reasonable and proportionate in value, nature and scale. When making this judgment consider
whether offering or accepting the gift or hospitality might reasonably appear to compromise your personal judgment
or integrity or place you under an improper obligation such as being expected to do something inappropriate inreturn.6– Any gifts or hospitality must always be appropriate to a professional business environment and not put yours or
Compass’ reputation at risk. Remember the perception of the gift and hospitality is as important as the reality.
– Any gifts and hospitality accepted or offered must not be undervalued or deflated to avoid scrutiny.
– Gifts or hospitality must never be offered or accepted, regardless of their value, if they could be perceived as an
attempt to influence the third party’s decision-making or business purpose. This includes when a third party is
involved in/or in anticipation of a competitive bid, tender process or contract renewal in your business area. For
example, an expensive meal, free tickets to a sports game or concert offered by a supplier during or uponconclusion of a tender process.
– Do not misuse access to gifts and hospitality offered to you, for you, someone close to you or for a team member. For
example, using your position in Compass to arrange or facilitate tickets to a sports game or event hospitality for the
benefit of a family member or close friend, without appropriate approval.
– The consumption of alcohol at any meals or hospitality should be controlled and not excessive.
– Gifts of cash (or cash equivalents), or inappropriately paying someone else's personal bills or expenses is strictly
prohibited. Contact a member of your Legal team if you are offered a gift of cash (or cash equivalents).
– Never accept or offer invitations to any major sporting events (e.g., tennis tournament, World Cup finals, Olympics,
F1 race) or cultural events (e.g., concert, play, performance, or show) where no business purpose is provided or
justified other than for personal enjoyment in attending the event itself.
– Any gifts or hospitality that are offered to you, but not accepted, or those that are rejected, are not required to beentered into the Compass Group Disclosures Register (or local equivalent).

Red
Flags/Warning
Signs– A gift or hospitality arising as a special favour to, or request from, a government official or business contact on behalfof or exclusively for their partner/spouse or close family member.
– Gifts and hospitality offered, given to, accepted, or received from any third parties involved in, or in anticipation of acompetitive bid, tender process, or contract renewal in your business area.
– There is an actual or perceived conflict of interest between parties (e.g., a Compass employee provides to or receives
from a partner/spouse, friend, associate, family member a gift or hospitality which might reasonably appear tocompromise their personal judgement or integrity or place the Compass employee under an improper obligation).
– The gift or hospitality is exchanged in the context of obtaining a commercial advantage and is in fact considered asa reward (or inducement).
– The gift or hospitality offered or accepted is outside the authority limits or in breach of the third party’s policy.
– Expensive and highly sought-after tickets for a major international sporting event or a cultural event attended by an
employee and their partner that have been provided to/by a third party where no justifiable business purpose is provided.
– Travel and lodging provided at a lavish, popular or exclusive resort to/by a third party for a business meeting.
– Numerous gifts and hospitality offered, given, accepted, or received to/from a third party over the course of a year.

10

BUSINESS INTEGRITY RISKS CONTINUED

What You needto do

– Ensure the gift or hospitality is legitimate, has a business purpose and is transparent, reasonable andproportionate in value, nature and scale.
– As an approver, pay attention when approving repeated benefits to or from the same person/company.
– As a requester, keep a copy of expenses incurred, approvals obtained and other relevant records.
– Any gift or hospitality involving government officials requires prior review by Legal since these can give rise to bribery
risks and are generally discouraged.
– Seek prior approval for and record in the Compass Group Disclosures Register (or local equivalent) gifts or
hospitality received or given in accordance with the applicable country or Group thresholds (whichever is more
stringent).7– If you are unsure about the appropriateness of a gift or hospitality, you should discuss it with your Line Manager orcontact a member of your country, Regional or Group Legal team, or a member of Group Ethics & Integrity.

6. A business purpose may include facilitating or building business relationships (e.g., being introduced to other key stakeholders, celebrating a project’s success or teambuilding), providing a reasonable and compliant bona fide gift to respect local business or traditional custom, networking for the purpose of appropriately sharing better
practices amongst business partners or showcasing or promoting Compass services or values.
7. Where it is not reasonably practicable to obtain prior approval from your Line Manager prior to receiving or giving gifts or hospitality you must ensure you inform them assoon as possible of the circumstances and record such notification, as required, in the Compass Group Disclosures Register (or local equivalent).

11

BUSINESS INTEGRITY RISKS CONTINUED

DONATIONS
Area of Risk

Bribery and Corruption

Definition– A donation is a gift of money or the equivalent of money (for example products, materials, services or employees’
time, known as “in-kind”) without receiving anything in return, including gifts given in response to a significant
unforeseen external event or natural disaster, potentially material business crisis or resilience issue or to a charity.
– A charity is a voluntary, not-for-profit organisation established and registered for charitable, social and philanthropic
purposes for the benefit of society e.g., the prevention or relief of poverty, the advancement of education, health,citizenship or community development, arts, culture, heritage, science or sport.
– A charitable organisation is a legal entity which is able to receive donations in its principal jurisdiction of operation.
– A political donation has the meaning given to it in the UK Companies Act 2006. Compass does not make political
donations.
– Payments made as part of a contractual negotiation or commitment (including capital investment or expenditure),
to a client that is neither a charity nor charitable organisation, are not a donation as they represent an overall
financial return to the client and may form part of the client’s revenue stream. In these circumstances, advice must
be taken from your country or Regional General Counsel and Finance Director to review the appropriateness of thepayments and advise on the applicable delegation of authority, accounting treatment and record keeping required.

Expectation– Donations that you wish to make must be legitimate, have a business purpose, be transparent, reasonable andproportionate in value, nature and scale.
– Through donations, Compass aims to improve its impact on the environments in which it operates and thecommunities it serves. Therefore, only make donations to a charity or charitable organisation in support of one ormore of the Group’s corporate responsibility goals which focus on the themes of:– environment and sustainability;– occupational health and safety;– healthy eating and nutritional education;– people development and education;– community engagement and outreach;– diversity, equity and inclusion; and– responsible business practice.
– Any donations meeting the above criteria may be considered provided that it does not fall within any of the following
excluded categories:– any entity which is not a charity, charitable organisation or equivalent in its country of incorporation;– any organisation the dominant purpose of which is to promote religion or faith or only undertake religious
activities;– any political organisation or individual which promotes party political activities;– any organisation whose objectives or purpose are inconsistent with this policy, the Group’s corporate
responsibility goals or Code of Business Conduct.
– Preference should be given to those charities or charitable organisations with activities or projects in communities inwhich we operate.
– Payments must be appropriate and authorised in accordance with the GAM and applicable local delegation of
authority prior to entering into any arrangement or transferring the funds.
– Do not use donations to conceal corrupt, fraudulent, or other improper payments or to improperly and unfairly
influence a business decision or potential future or past decisions.

12

BUSINESS INTEGRITY RISKS CONTINUEDRed Flags/
Warning Signs– Charities connected to a government official who can use their influence to give special preference to the donor.
– The payment or arrangement is connected with a current or potential vendor or customer of Compass. Such
payments, even if well intentioned, increase the personal and corporate risk of a criminal breach of competition law
or bribery laws.
– The donation only benefits those with whom we are dealing such as a Compass customer who is also the owner orshareholder of the company receiving the donation or where the donation only benefits an exclusive/privileged
group such as a private hospital or privately funded school.
– The charity trustees and board members are politicians, officials, and other highly placed and influential people.
– Request is from someone involved in a religious organisation.
– Payments made to individuals rather than to one of the community’s institutions.

What You needto do

– Ensure donations are legitimate, have a business purpose and is transparent, reasonable and proportionate invalue, nature and scale.
– Conduct Third-party Integrity Due Diligence on applicable recipients (individuals and/or entities) prior to
engagement/payment, in accordance with the Third-party Integrity Due Diligence Policy and Guidance, to ensure
there is a full understanding of the beneficiaries and their potential connections (e.g., government officials/politically
exposed persons).
– Seek prior approval for any donations and record in the Compass Group Disclosures Register (or local equivalent) inaccordance with the applicable country or Group thresholds (whichever is more stringent).
– Any donation from or in the name of Compass Group PLC requires Group approval in accordance with the GAM.
– Any donations made by any company in the Group should be notified to Compass Group PLC head office at the endof each financial year, in order to:(a) verify that this policy has been complied with and that the Compass Group corporate responsibility strategy is
being advanced; and(b) assist Compass Group PLC in reporting accurately its charitable activity and money spent.
– If you are unsure about the appropriateness of a donation, you should discuss it with your Line Manager or contact amember of your country, Regional or Group Legal team, or a member of Group Ethics & Integrity.

13

BUSINESS INTEGRITY RISKS CONTINUEDSPONSORSHIPS AND COMMUNITY SUPPORT/INVESTMENT
Area of Risk

Bribery and Corruption

Definition– Sponsorship refers to the payment of money with the expectation or agreement that Compass receives a benefit,
for example, increased publicity, brand awareness or business development opportunities.
– Community support/investment is considered a contribution of any item of value, cash, or cash equivalent for the
benefit of a community, including but not limited to services, Compass assets, or equipment.

Expectation– Through community support/investment, Compass aims to improve its impact on the environments in which it
operates and the communities it serves in support of one or more of the Group’s corporate responsibility goals which
focuses on the themes of:– environment and sustainability;– occupational health and safety;– healthy eating and nutritional education;– people development and education;– community engagement and outreach;– diversity, equity and inclusion; and– responsible business practice.
– Seek prior approval for sponsorship or community support/investment and record in the Compass Group
Disclosures Register (or local equivalent) in accordance with the applicable country or Group thresholds (whicheveris more stringent).
– Payments must be appropriate and authorised in accordance with the GAM and the applicable local delegation of
authority prior to entering into any arrangement or transferring the funds.
– Do not provide sponsorship or community support/investment to improperly and unfairly influence a businessdecision or potential future or past decisions or where a decision is being sought from a government official, such as
approval of a licence or resolution of an issue.
– Do not use sponsorships or community support/investment to conceal corrupt, fraudulent or other improper
payments or to improperly influence a business decision or potential future or past decision.
– Do not provide sponsorship or community support/investment to political parties or religious groups (support forevents representative of an indigenous culture may be permissible).

Red Flags/
Warning Signs– Sponsorship or community support/investment is provided by or to someone with an actual or perceived conflict ofinterest, e.g., sponsor an event managed by a family member, friend or government official.
– Sponsorship or community support/investment is not sufficiently supported by documentation that clearly identifies
the donor, recipient, nature, purpose, value and occasion.
– The recipient organisation has been set up, controlled by, or has some connection with a government official or
relative of a government official.
– The size or value of the community support/investment is disproportionate for the community: this could beperceived as influencing the decision to award a contract.
– The facility is unnecessary and does not meet the needs of the community.
– Lack of consultation and transparency around the sponsorship or community support/investment: this can beperceived by the public as improper, misdirected or unnecessary.

14

BUSINESS INTEGRITY RISKS CONTINUED

What You need
to do

15

– Ensure sponsorships or community support/investment are legitimate, have a business purpose and is transparent,
reasonable and proportionate in value, nature and scale.
– Conduct Third-party Integrity Due Diligence on applicable recipients (individuals and/or entities) prior to
engagement/payment, in accordance with the Third-party Integrity Due Diligence Policy and Guidance, to ensure
there is a full understanding of the beneficiaries and their potential connections (e.g., government officials/politically
exposed persons).
– Seek prior approval for sponsorships or community support/investment and record in the Compass Group
Disclosures Register (or local equivalent) in accordance with the applicable country or Group thresholds (whicheveris more stringent).
– Any sponsorships or community support/investment payment from or in the name of Compass Group PLC,
including those in response to a significant unforeseen external event or natural disaster, potentially material
business crisis or resilience issue giving rise to Compass Group PLC interest or oversight requires Group approval inaccordance with the GAM.
– Any sponsorships or community support/investment made by a Group company should be notified to Compass
Group PLC head office at the end of each financial year, in order to:(a) provide confirmation that this policy has been complied with and that the Compass Group corporate
responsibility strategy is being advanced; and(b) assist Compass Group PLC in reporting accurately its sponsorship and community investment activity andmoney spent.
– If you are unsure about the appropriateness of a sponsorship or community support/investment, you should discuss
it with your Line Manager or contact a member of your country, Regional or Group Legal team, or a member ofGroup Ethics & Integrity.

BUSINESS INTEGRITY RISKS CONTINUEDPOTENTIAL OR ACTUAL CONFLICT OF INTEREST
Area of Risk

Definition

Bribery and Corruption
A situation in which your personal interests (or that of someone close to you) are, or appear to be,
incompatible with Compass’ best interests. A conflict of interest may arise due to:– relationships within or outside Compass Group where we have a personal relationship with a person
within the Group; or you or a direct family member or friend have a personal, social or business
relationship with a government oﬃcial or person from an organisation that conducts business orcompetes with Compass.
– outside work interests where you do work for a third party, have a secondary business or arrangement
which would impact your commitments and responsibilities to Compass.
– investments and financial interests where you, a relative, friend or a business associate have acontrolling or significant interest in or are a director, oﬃcer, trustee of a company (or its connectedcompanies) that does business or competes with Compass.
– family relationships where a member of our family works for a company that does business or competes
with Compass.

Expectation– Proactively disclose any potential or actual conflicts of interest and manage the situation with your Line Manager.
– Line Managers should ensure they properly assess and take appropriate steps to mitigate identified or potential
business integrity risks including minimizing perception of a conflict of interest and report such conflicts of interest
to Legal or HR.

Red
Flags/Warning
Signs– Having a part-time or secondary employment with a company which competes with, provides services to, or has abusiness relationship with, Compass.
– A family member or friend working for a Compass supplier or government body using Compass services caninfluence your decision-making process.
– A close friend or family member is an employee within your line of management.
– Having an ownership interest in a local company supplying goods to the Compass unit you manage.

What You needto do

– Inform your Line Manager or Unit Manager immediately if you become aware of a potential or actual conflict ofinterest. Including where you may be privy to confidential information relating to M&A activity.
– Employees and relevant third parties should be required to disclose any conflicts of interest before appointment andthen following appointment to advise Compass of any changes.
– Record the potential or actual conflict of interest in the Compass Group Disclosures Register (or local equivalent).
– Line Managers should ensure that an action plan is in place to actively and effectively manage conflicts of interestand undertake a review of the action plan annually.

16

BUSINESS INTEGRITY RISKS CONTINUEDTRAVEL AND EXPENSE
Area of Risk

Bribery and Corruption

Definition– Travel and non-travel related expenses that may be paid via P-cards, corporate credit cards or otherwise incurredby an employee and claimed through an expense management system. Such expenses can include travel,
entertainment and other expenses that are permissible and incurred while engaged in or conducting business onbehalf of Compass.

Expectation– Travel and expenses must be incurred while conducting business on behalf of Compass and must be proportionate
to the circumstances and in line with local policy.
– The most senior Compass person present should pay for and seek reimbursement of expenses incurred in relation
to gifts and hospitality involving internal and/or external third parties. In this situation, unless exceptional
circumstances exist, paying an invoice or bill must not be delegated.

Red
Flags/Warning
Signs– Expense payments made in large round sums.
– Expense claims which have no or insufficient supporting documentation and lack explanation of purpose.
– Expenses appear excessive for the activities.
– Lack of verification about attendees to meals.
– The most senior Compass manager present did not pay the final bill for a meal or other hospitality.
– Handwritten expenses submitted as a substitute to electronic receipts or invoices.

What You needto do

– Ensure such expenses are not lavish, have a legitimate business purpose and are supported by adequate
documentation.
– If you are the most senior person present, you must pay the final bill for a meal or other hospitality.
– Maintain adequate segregation of duties and delegation of financial authority in approval processes.
– Ensure that any expenses involving a third party, which may fall under the definition of gift and hospitality and meet
the thresholds as per the gifts and hospitality policy above, are pre-approved (where required), recorded anddisclosed in the Compass Group Disclosures Register (or local equivalent) in accordance with the applicablecountry or Group thresholds (whichever is more stringent).
– As an approver, review expenses for appropriateness and correctness.

17

BUSINESS INTEGRITY RISKS CONTINUEDFRAUD AND THEFT
Fraud means being untruthful (either by what
you do or do not do) or using your position
inappropriately for your own benefit. It may
include situations when an employee obtains
personal gain or advantage at Compass’
expense, such as fraudulent financial reportingor expenses, manipulation, falsification oralteration of a document, account or
submission, falsification of Compass
books and records.

18

2
Theft means taking the personal benefit of thatwhich does not belong to you.
Fraud is often closely connected to many othertypes of financial crime, including bribery andcorruption, insider trading, money laundering,
sanctions, and tax evasion.

OUR PRINCIPLE

AREAS OF RISK

Compass Personnel must not knowingly be involved withor commit fraud or theft.

– Asset misappropriation– Financial and Non-Financial ReportingBUSINESS INTEGRITY RISKS CONTINUEDFRAUD AND THEFT

2

ASSET MISAPPROPRIATION, FINANCIAL AND NON-FINANCIAL REPORTING
Area of Risk

Fraud and Theft

Definition– Examples of asset misappropriation include theft or misuse of Compass assets; misuse of Compass equipment or
resources for personal benefit, such as theft of inventory, equipment or cash; false invoicing; or improper
expenditures or liabilities.
– Inconsistency between financial and non-financial information, usually in the form of falsification of financial
statements to obtain some form of improper benefit. It includes falsifying documents, overstating revenues, profits,
and assets, and understating expenses, losses, and liabilities, deliberate misapplication of accounting or otherregulations or policies, recording transactions without genuine substance or with deliberate inaccuracies,
manipulating vendor master data details or bank accounts, creating invalid or non-existent vendors.

Expectation– Do not knowingly commit, be a party to or be involved in fraudulent activities whatsoever whether you personallybenefit or not.
– Report all frauds or series of frauds, including suspicions or attempts to commit fraud, in accordance with the Speakand Listen Up Policy, the Investigations Policy and the GAM8. The escalation of fraud and theft reporting isdependent upon both the value of the expected financial loss, or the potential reputational damage to Compass.

Red Flags/
Warning Signs– Employee maintaining unusual relationship with supplier(s)/customer(s) and/or not disclosing a conflict.
– Employee living beyond their means or sudden lifestyle changes.
– Colleague unwilling to share duties or take vacations.
– Not following usual and routine procedures.
– Unusual credit card payments (e.g., unclear, delayed, inflated, lack of justification or insufficient receipts).
– Splitting of purchase orders or payment or consistently using low quotes from one vendor.
– Frequent practice of urgent purchase order requests or use of one-time vendor account.
– Contracts, agreements, purchase orders and invoices lacking details relative to services.
– Request to pay in a different currency, location or address.
– Anomalies in spend analysis or accounts/balances not in line with projections or forecasts.

What You needto do

– Assess fraud as part of regular business risk reviews and develop/implement required risk management responseplans where relevant.
– Report and record frauds or series of frauds, including suspicions or attempts to commit fraud which could result inan actual or potential loss of:– US$3,000 (or local equivalent) or more in accordance with local practice and the GAM notification
requirements; and– US$20,000 (or local equivalent) or more in Compass Group’s Case Management System and ensurecompliance with the GAM8 notification requirements.
– Major frauds (e.g., where the amount involved is expected to exceed US$250,000 (or local equivalent) or,
irrespective of the value of loss, there could be serious reputational damage to Compass Group, or a senior
executive, must be reported immediately to Group CEO, Group CFO, Regional MD & FD, Group Director of Risk andInternal Audit, Group General Counsel & Company Secretary and Group Head of Ethics & Integrity and recorded inCompass Group’s Case Management System.
– Where required, investigate fraud matters in accordance with the Investigations Policy.
– Ensure all financial books and records accurately reflect the rationale, purpose, substance and legality oftransactions and payments.
– Do not pay expenses that are improper, unauthorised, and/or not supported by adequate documentation.
– As an approver, ensure that transactions are sufficiently checked and scrutinized before approving.

8. Please see section 12.2 of GAM

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BUSINESS INTEGRITY RISKS CONTINUEDCOMPETITION LAW COMPLIANCE
Competition or Anti-trust law is designed topromote fair and free competition within
industry and between commercial entities inorder that businesses compete and win
business on a level playing field.

3

Most countries in the world have competition laws that regulate
how companies must not eliminate, reduce or distortcompetition in any markets in which they do business. Although
the scope and content of applicable competition law may varyfrom region to region, in general competition law seeks toprohibit anti-competitive agreements and practices and abuseof a dominant position or substantial market power. The
majority of competition laws extend beyond nationalboundaries, meaning that domestic laws could potentially apply
to conduct that occurs outside national boundaries. That’s why
we need to ensure compliance with the rules set out below
wherever we operate.
Anti-competitive behaviour can expose Compass and Compass
Personnel to civil and criminal penalties and damage our brandand reputation. Compass could face lengthy investigations
culminating in civil and criminal penalties as well as damages
claims and individuals can also be guilty of committing acriminal oﬀence.

20

OUR PRINCIPLE

AREAS OF RISK

Compass is a company that can and does win businessfairly. Compass Personnel must comply with competition
laws – or antitrust laws - to uphold Compass'commitment to compete fairly with competitors to secure
the trust of Compass’ customers, suppliers, and its otherstakeholders.

– Agreements and arrangements with competitors– Inappropriate information exchange with competitors– Participation in trade association or industry events– Vertical agreements between different levels of the supply
chain– Abuse of dominance– Joint ventures

BUSINESS INTEGRITY RISKS CONTINUEDCOMPETITION LAW COMPLIANCE

4

AGREEMENTS AND ARRANGEMENTS WITH COMPETITORS (INCLUDING ORAL AGREEMENTS AND
UNDERSTANDINGS)
Area of Risk

Competition Law Compliance

Definition– Improper dealings or agreements (written or verbal) between competitors, which includes conduct that could beconsidered “cartel” behaviour, including agreeing or fixing sale or purchase prices ("price-fixing"), market sharing or
customer allocation, bid rigging, restricting capacity or output, or arrangements that exclude competing firms froma market or collective boycotts.
– Care needs to be taken regarding discussing with a competitor the possibility of, and entering into, any
arrangement, even an informal one, without it being assessed and approved by Legal.

Expectation– Compass prohibits participation in cartels in all countries, even those that do not have competition laws.
– Do not participate in any conversation or discussion or enter into an arrangement, either directly or indirectly(including an informal, unwritten agreement or understanding) with a competitor relating to price fixing, bid rigging,
reducing output or capacity, delaying expansions, collective boycott, or other schemes to exclude a competitor,
customer allocation or market sharing.

Red Flags/
Warning Signs– Discussing prices, rates or fees with a competitor.
– Discussing customers or territories of operation with a competitor.
– Discussing future plans for the business with a competitor, including bidding intentions in relation to specificbusiness opportunities.
– Sharing any other commercially sensitive information that isn’t in the public domain, such as business costs, profit
margins, sales volumes. (See further in the “Inappropriate Information Exchange” section below.)– A request by any third party, including a customer, to do any of the above.

What You needto do

– If you have any concerns that a competitor is seeking to discuss and/or agree with you any form of cartel conduct
immediately end it, making clear your objection to receiving such a proposal or information immediately inform
Legal.
– Inform Legal immediately if a customer has requested coordination of bidding activity or other competitive conduct
or contract terms.
– Inform Legal of any suspected third- party cartel behaviour, involving our competitors or suppliers.
– Seek further guidance from Legal at the outset when any contracts or other commercial arrangements withcompetitors are being contemplated.
– Obtain approval from Legal prior to these contracts/arrangements being entered into.
– Report suspicions of competition law violations to country and Regional General Counsel, who, in turn, will escalate
to the Group General Counsel and Company Secretary and Group Head of Ethics & Integrity. It doesn’t matter if you
believe that the conduct has been going on for a long time, or that everyone else in the market does it. You must
report any such suspicions regardless.

21

BUSINESS INTEGRITY RISKS CONTINUEDCOMPETITION LAW COMPLIANCE

4

INAPPROPRIATE INFORMATION EXCHANGE WITH COMPETITORSArea of Risk

Competition Law Compliance

Definition– Exchanging confidential or competitively sensitive information with competitors either directly or indirectly e.g.,
information that is not public and relating to prices (including supplier prices, customer prices, discounts, rebates),
recent current or future revenue, unit cost, profit levels, market shares, customer and supplier lists, salary or wage
rates, or bidding intentions.

Expectation– Compass Personnel should not exchange competitively sensitive information with a competitor either directly or
indirectly (e.g., via a third party, customer, industry analyst, journalist, trade publication or social media) unless it is inrelation to an official joint bid that is being dealt with by Legal.
– Compass Personnel should make very clear to distance Compass if a competitor attempts to share competitively
sensitive information with us or invites us to engage in any form of collusion.
– Compass Personnel should never agree or even discuss with competitors pricing, including the price at which
Compass sells or intends to sell goods or services, or any other financial or nonfinancial commercial strategies

Red Flags/
Warning Signs– Any communication, oral or written, from a competitor regarding its own or Compass’ bidding intentions,commercial pricing or non-public financial and non-financial strategies.
– An industry contact working for a competitor offers competitively sensitively information about his/her own
company or suggests you each share information confidentially. This sensitivity exists whatever the context, e.g. if it
is at a social function as well as in a business setting.

What You needto do

– Seek advice from Legal if you have any concerns that you may have received or shared commercially sensitive
information or have been asked to provide such information.
– Seek advice from Legal before sharing Compass information with competitors (a non-disclosure agreement may beneeded even if Legal agree to the disclosure in the very specific circumstances).
– Seek advice from Legal before issuing public communications on pricing, volume, or bidding intentions.
– If a competitor shares competitively sensitive information, or suggests coordinating behaviour, you should object,
end the discussion and report the incident immediately to Legal. If the information is shared with you by email, seek
guidance from Legal as to how to respond. It will usually be necessary to send a response back underlining that you
did not want the information and that you do not wish to receive more of it.

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BUSINESS INTEGRITY RISKS CONTINUEDCOMPETITION LAW COMPLIANCE

4

PARTICIPATION IN TRADE ASSOCIATION OR INDUSTRY EVENTS
Area of Risk

Competition Law Compliance

Definition– Trade associations, industry bodies, conferences and other industry events can be a beneficial and legitimate partof our business. However, as Compass’ competitors are also likely to be in attendance, it is important that special
care is taken in relation to any discussions, whether formal or informal, at these meetings.

Expectation– Do not use attendance at such events, or any associated social events afterwards, as a forum or cover for the
improper or inappropriate exchange of commercially sensitive information between competitors.
– Seek approval from Legal prior to joining a trade association.

Red Flags/
Warning Signs– Discussions which move away from the agenda items or encroach upon non-public or competitively
sensitive information.

What You needto do

– Seek advice from Legal if you are a member of a trade association and/or are attending an informal meeting
involving competitors or other industry forum, and ensure compliance protocols are followed (e.g., written agenda,
competition compliance reminder and a record of what you discussed).
– Seek advice from Legal if intending to collaborate with competitors or suppliers in relation to industry,
environmental, sustainability or other governance initiatives to ensure any agreement does not restrict or have anegative effect on competition.
– Disclose attendance/membership payments in Compass Group Disclosures Register (or local equivalent).
– Do not discuss topics that relate to competitively sensitive information (in particular marketing/production strategy
or pricing/volume of individual competitors and cost data).
– Ensure that any information shared at the event is either public or has been aggregated and anonymised.
– If the formal meeting strays into commercially sensitive information, or a competitor shares commercially sensitive
information or suggests coordinating behaviour, seek an end to the discussion immediately and, if this does notoccur, leave the meeting after requesting your objection and departure be recorded in the minutes and then inform
Legal or Ethics and Integrity.
– Be prepared to follow this advice firmly and visibly. It is not sufficient to slip away quietly. Don’t worry if it feels
awkward or embarrassing to act in this way in front of your peers or your seniors. If you do not believe you can dothis, do not attend the meeting.

23

BUSINESS INTEGRITY RISKS CONTINUEDCOMPETITION LAW COMPLIANCE4

VERTICAL AGREEMENTS
Area of Risk

Competition Law Compliance

Definition– Vertical agreements made between companies at different levels in the supply chain (e.g., between a supplier orfood producer and purchasing business).
– Most vertical agreements do not cause concerns including exclusive supply of food services at client’s premises.
However, a vertical agreement can breach competition law if it has the effect of stopping or restricting customers
from on-selling products, imposes exclusive supply or purchasing obligations, allocates exclusive territories orcustomer groups, or imposes a minimum or fixed resale price.

Expectation– We should not seek to impose any potentially restrictive clauses on commercial partners without clearance from
Legal.

Red Flags/
Warning Signs– Exclusive supply agreements with Compass suppliers.
– Suppliers who are insistent that Compass adopts their recommend retail pricing and threaten to terminate supply if
it does not.

What You needto do

– Seek advice from Legal before entering into a vertical agreement. Be particularly aware in areas where Compass
may be considered to be dominant or to have strong market power.

ABUSE OF DOMINANCE
Area of Risk

Competition Law Compliance

Definition– A business may be considered dominant where it has a market share of around 40% or more although in somecircumstances a market share of 25% or above may be sufficient to establish dominance. A dominant company is
not permitted to abuse its market power through exclusionary or exploitative conduct, for example, by charging
excessive, discriminatory or predatory prices, tying or bundling supply to other goods or services, refusing to deal,
requiring exclusive dealing or long-term arrangements.

Expectation– We should not abuse a dominant position by excluding competitors or exploiting customers, in markets where a
Compass business may be considered dominant.

Red Flags/
Warning Signs– Offering prices/discounts below cost.
– Excessively high pricing.

What You needto do

– Seek advice from Legal if Compass potentially is dominant or has strong market power.

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BUSINESS INTEGRITY RISKS CONTINUEDCOMPETITION LAW COMPLIANCE

4

JOINT VENTURES
Area of Risk

Competition Law Compliance

Definition– A joint venture ("JV") is a business arrangement in which two or more parties agree to cooperate to accomplish
a particular task/objective. This task can be a new project or any other business activity. JVs can take many different
forms.

Expectation– Always obtain advice from Legal or the Group Legal M&A team in relation to any potential joint
venture arrangement.
– In a JV with a competitor, do not share or discuss Compass’ competitively sensitive information with the JV’s
directors or employees, or with Compass Personnel seconded to a JV – unless expressly authorised by Legal.
– Compass Personnel seconded to a JV should not disclose competitively sensitive information about that JV to other
Compass Personnel unless expressly authorised by Legal.
– Any JV in which Compass participates will similarly be required to follow an appropriate compliance policy.

Red Flags/
Warning Signs– Any proposal to enter into a JV with a competitor – think about whether it is essential that Compass partners witha competitor.
– Any suggestion that Compass shares competitively sensitive information with a competitor to assess theattractiveness of a JV.
– During the operation of an established JV, any information sharing (whether you have given or received it) or joint
activity which goes beyond the scope of the JV.
– The due diligence does not reveal an ultimate beneficial owner or is suspected to be a shell company or hidden
behind a trust or nominated director.

What You needto do

– Seek advice from Legal before entering into discussions regarding a potential JV.
– Follow the protocols advised by Legal if approval is given for commencing discussions, including agreeing an
information-sharing protocol with the joint venture partner(s).
– Obtain prior approval from Legal before entering into any JV agreements and arrangements.
– Conduct Third Party Integrity Due Diligence on entities/individuals receiving/issuing payments in accordance with
the Third-party Integrity Due Diligence Policy and Guidance.
– Agree an agenda in advance of JV meetings where competitors are present. Stick to the agenda and take minutesof the meeting. Get the minutes agreed by all those present as an accurate record of the business of the meetingsand have the minutes signed.

25

BUSINESS INTEGRITY RISKS CONTINUEDMONEY LAUNDERING, TERRORIST FINANCING AND TAX EVASION
Crime of all types often generates a benefit(e.g., creates profits or results in the acquisitionof property), sometimes called the proceeds ofcrime. Money laundering is the eﬀort made tohide or disguise the proceeds of crime and keepthem in criminal hands. It includes the receipt
or dealing in criminal property, including by
innocent third parties.

26

Terrorist financing includes receiving orproviding money or property where it’s
intended, or potentially used for, the purposesof terrorism or laundering terrorist property. It is
often connected to money laundering.
Tax Evasion is the illegal non-payment or
underpayment of tax anywhere in the world.
The facilitation of tax evasion involves
knowingly helping another person commit tax
evasion or otherwise being complicit in theiractions.

OUR PRINCIPLE

AREAS OF RISK

Money laundering and terrorist financing oﬀences may becommitted if you know - or should have reasonably
suspected - that the money or other assets Compass
receives (e.g., from a third party including a customer,
supplier or joint venture partner) constitutes the proceedsof crime or are tainted by criminal or terrorist conduct, orthat Compass is involved in an arrangement whereby
money or other property will be used for terrorist activity.

– Handling proceeds of crime– Facilitating tax evasion/failure to prevent tax evasion

Compass does not facilitate or condone money
laundering, terrorist financing or tax evasion.

4-6

BUSINESS INTEGRITY RISKS CONTINUEDHANDLING PROCEEDS OF CRIME
Area of Risk

Money laundering/

Terrorist financing

Definition– Handling, or facilitating the handling of property derived or obtained, directly or indirectly, by any person as a resultof criminal or unlawful activity, or the handling, or facilitating the handling of, money which represents the value ofany such property.

Expectation– Compass Personnel:– must ensure Compass does not receive the proceeds of criminal activities as this can amount to acriminal oﬀence;– must not under any circumstances enter any form of commercial arrangement that involves illegallyacquired funds or assets, or that results in the financing of terrorism; and– must not knowingly engage a counterparty who is connected to criminal activity.
– Never tip off a counterparty that a potential referral to a law enforcement agency will be made or has alreadybeen made as this could potentially violate applicable laws.

Red Flags/
Warning Signs– Payment and/or invoices are requested by or sent from a counterparty split into multiple forms (e.g., cash, banktransfer, cheques) or multiple entities.
– Payment and/or invoices are requested to or made from a bank account from or to an entity or individual in adifferent name to that of the contractual counterparty.
– Use of multiple foreign bank accounts outside of the counterparty’s business registration.
– The due diligence does not reveal an ultimate beneficial owner or is suspected to be a shell company or hidden
behind a trust or nominated director.
– A counterparty uses unusual or suspicious documents, and the details and references cannot be readily verified.
– The counterparty’s background differs from what we would expect given their business activities.
– The customer suggests an unusual or non-customary way of handling the transaction.
– The origin or purported use of funds is not consistent with the organisation’s purpose.
– Payments to the third party are to be made outside the country and/or to a country linked to money laundering
activity.
– The transaction involves, or relates to, a country with close links to terrorism or where proscribed organisations
are active.

What You needto do

– Conduct Third Party Integrity Due Diligence on entities/individuals receiving/issuing payments in accordance with
the Third-party Integrity Due Diligence Policy and Guidance.
– Monitor the dealings and activities of counterparties for red flags that may give rise to a suspicion that they are
engaging in money laundering and refer to Legal or Group Ethics & Integrity as soon as possible.
– Ensure that relevant checks relating to the source of the proceeds are completed on monies that will be received byagents acting on behalf of Compass and appropriate anti-money laundering and counter-terrorism financing
representations and warranties are included in the agreement/contract.
– Report suspicions of money laundering or that we may be dealing with the proceeds of crime to your country andRegional General Counsel, who, in turn, will escalate to the Group Head of Ethics & Integrity.
– Ensure jurisdiction or business unit specific Anti-Money Laundering policies/procedures are implemented as
required to comply with applicable local laws and regulations.
– Assess money laundering and terrorist financing as part of regular business risk reviews and develop/implement
required risk management response plans where relevant.

27

BUSINESS INTEGRITY RISKS CONTINUEDTAX EVASION
Area of Risk

Tax evasion

Definition– Facilitating tax evasion occurs when someone knowingly helps another person commit a relevant tax evasion
offence or otherwise being complicit in their action, even if doing so does not benefit them in any way.

Expectation– Compass Personnel:– must not under any circumstances participate in, advise on or otherwise encourage, assist or facilitate
any form of tax evasion; and– must comply with all prevention procedures put in place by Compass in relation to tax evasion, including
completing any applicable training and appropriately escalating any concerns.
– Never tip off a counterparty that a potential referral to a law enforcement agency will be made or has alreadybeen made as this could potentially violate applicable laws.

Red Flags/
Warning Signs– Payment and/or invoices are requested by or sent from a counterparty split between multiple forms (e.g., cash,bank transfer, cheques) or multiple entities.
– Payment and/or invoices are requested to or made from a bank account from or to an entity or individual in adifferent name to that of the contractual counterparty.
– Use of multiple foreign bank accounts outside of the counterparty’s place of business registration.
– The due diligence does not reveal an ultimate beneficial owner or is suspected to be a shell company or hidden
behind a trust or nominated director.
– A counterparty uses unusual or suspicious documents, and the details and references cannot be readily verified.
– The customer suggests an unusual or non-customary way of handling the transaction.
– The origin or purported use of funds is not consistent with the organisation’s purpose.

What You needto do

– Monitor the dealings and activities of counterparties for red flags that may raise suspicion that they are engaging in
tax evasion and refer to Legal or Group Ethics & Integrity as soon as possible.
– Ensure that relevant checks relating to the source of the proceeds are completed on monies that will be received byagents acting on behalf of Compass and appropriate anti-tax evasion representations and warranties are includedin the agreement/contract.
– Report suspicions of tax evasion or facilitation of tax evasion or that we may be dealing with the proceeds of crime toyour country and Regional General Counsel, who, in turn, will escalate to the Group Head of Ethics & Integrity.
– Ensure jurisdiction or business unit specific tax compliance policies/procedures are implemented as required tocomply with applicable local laws and regulations. Consult Group Tax to ensure compliance with relevant minimum
standards and alignment with Group Tax strategy.
– Assess tax evasion as part of regular business risk reviews and develop/implement required risk management
response plans where relevant.

28

BUSINESS INTEGRITY RISKS CONTINUEDSANCTIONS AND TRADE CONTROLS
Compass is committed to conducting its
business in an honest and ethical mannerwherever it operates. As part of this culture, allrelevant laws and regulations must be complied
with, including applicable sanctions and tradecontrol programmes ("sanctions
programmes").
Sanctions programmes are put in place bygovernments and intergovernmentalorganisations that prohibit or restrict
transactions by or with certain individuals,
entities, sectors and/or countries.

Compass complies with a range of domestic and internationalsanctions programmes. These programmes may relate tocountries where we do business, who our customers are, thepeople who work for us or on our behalf, how we enter intotransactions, and the banking services we make use of.
Compass aims to take eﬀective and necessary precautions tomanage the risks of breaching sanctions and trade controls
regulations. Compass does not interact directly or indirectly withsanctioned parties without prior approval that the prospective
transaction does not violate applicable sanctions or otherwise
expose Compass to unnecessary risk. Any activity withcountries, individuals, entities, goods or services subject tosanctions or trade controls can only occur where appropriate
approvals, licenses or exemptions are in place.

OUR PRINCIPLE

AREAS OF RISK

Compass respects and adheres to all sanctions
programmes that apply to our company. We do not dobusiness with sanctioned individuals, entities, sectors,
or countries.

– Entering into new sectors/new territories– Entering into new third-party relationships– New sanctions/asset freezes on existing third parties

You must not under any circumstances knowingly enter
into any form of transaction or commercial relationshipthat could potentially violate the sanctions programmesapplicable to Compass. This includes transactions
involving individuals or entities on sanctions lists,
transactions involving sanctioned countries or prohibited
transactions with sanctioned sectors.

29

7

BUSINESS INTEGRITY RISKS CONTINUEDSANCTIONS AND TRADE CONTROLS

5ENTERING INTO NEW SECTORS/NEW TERRITORIES
Area of Risk

Sanctions and Trade controls

Definition– Establishment of any business which involves the establishment of a branch or the incorporation of a company in acountry in which Compass does not currently operate or the introduction of any new business or entry into a newcontract in any territory or territorial waters outside the country of residence of the operating company or the
introduction of a new business sector/line in an existing country.
– Entry into new territories/sectors can potentially create sanctions risks as the relevant territory/sector may besubject to sanctions in another jurisdiction where Compass operates. In addition, new territories may have their own
unique sanctions requirements which Compass will have to ensure we adhere to.

Expectation– Compass respects and adheres to all sanctions programmes and will not do business with relevant prohibitedsanctioned countries or sectors.

Red Flags/
Warning Signs– New businesses in the following jurisdictions or that border/have close connections to the following jurisdictions
may pose particular sanctions risks: Belarus, Burundi, Central African Republic, Cuba, Crimea, Democratic
Republic of the Congo, Iraq, Iran, Lebanon, Libya, Nicaragua, North Korea, Russia, Somalia, Sudan, South Sudan,
Syria, Ukraine, Venezuela, Yemen, Zimbabwe.9

What You needto do

– Follow the GAM in relation to entering new countries, territories or sectors.
– Obtain appropriate approval from the relevant country or Regional General Counsel and Group Head of Ethics &Integrity before having any dealings involving an individual or entity linked to a sanctioned country or sector.

9. Please consult Group Ethics & Integrity for the most recent high/very high risk country list.

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BUSINESS INTEGRITY RISKS CONTINUEDSANCTIONS AND TRADE CONTROLS

5ENTERING INTO NEW THIRD PARTY RELATIONSHIPS
Area of Risk

Sanctions and Trade controls

Definition– Entering into new third-party relationships presents potential sanctions risks as these third parties may be subject tosanctions or owned/controlled by individuals/entities subject to sanctions. Third parties subject to sanctions may
also attempt to conceal this fact from Compass in order to circumvent sanctions requirements.
– Third parties include customers, suppliers, contractors/subcontractors, organisations we partner with (such as joint
venture partners, acquisition and divestment targets), advisers (business, financial, legal and lobbyists),
intermediaries, distributors, agents and all other contractual counterparties.

Expectation– All new third parties should be screened against sanctions lists in accordance with the Consultants and Advisors
section of the GAM and pursuant to the Third Party Integrity Due Diligence Policy and Guidance requirements.

Red Flags/
Warning Signs– Third party affiliated or associated with any individual or entity targeted by sanctions.
– Third Party has been recently established and has significant financial resources at its disposal, and it is unclear
how it came into possession of these financial resources.
– The Third party’s corporate structure involves a holding company located in an offshore jurisdiction.
– The Third party is not familiar with the use of the goods or services and/or does not ask any commercial or technicalquestions that would normally be asked during business negotiations.
– The payment terms or method of payment are unusual (e.g., the Third party is willing to pay a large amount in cash
immediately (non-bank transfers)).

What You needto do

– Conduct Third Party Integrity Due Diligence for all new and existing third parties in accordance with the Third-Party
Integrity Due Diligence Policy and Guidance.
– Be alert to potential attempts by third parties to conceal their connection to sanctioned individuals/entities.
– Ensure all written contracts with third parties contain a requirement to comply with all applicable laws, including
those related to trade sanctions.

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BUSINESS INTEGRITY RISKS CONTINUEDSANCTIONS AND TRADE CONTROLS

5NEW SANCTIONS/ASSET FREEZES ON EXISTING THIRD PARTIES
Area of Risk

Sanctions and Trade controls

Definition– On some occasions, an existing third party may become subject to sanctions/an asset freeze during the course of
their relationship with Compass. This creates a risk that Compass may unintentionally breach sanctions bycontinuing with an ongoing transaction that has become prohibited while in progress.

Compass Rule

– Any transaction involving a third party who becomes sanctioned by a relevant jurisdiction at any point during thecourse of the transaction must immediately be put on hold and relevant assets/funds frozen.
– Do not, under any circumstances, edit or conceal the details of a transaction potentially involving a sanctioned
individual, entity, country or sector in order to allow it to proceed in breach of this policy.

Red Flags/
Warning Signs– A third party makes a sudden or unexplained change to a transaction.
– A third party applies undue or disproportionate pressure to complete a transaction quickly.
– A third party requests that material details of a transaction are omitted or concealed in key documents.
– A bank involved in a transaction freeze or refuses to process that transaction.

What You needto do

– Perform ongoing and regular monitoring on onboarded third parties in accordance with the Third-party Integrity Due
Diligence Policy and Guidance to detect if they become sanctioned.
– Do not under any circumstances continue with a transaction if you know or suspect that a connected third party has
become subject to relevant sanctions. This includes receiving any payments from or making any payments to thethird party, or otherwise dealing with their assets in any way.
– You should immediately inform the Country and Regional General Counsel, who, in turn, will notify the Group Headof Ethics & Integrity of any transactions that are in progress involving a third party that has become sanctioned sothat they can determine the appropriate next steps.

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FURTHER INFORMATIONCOMPLIANCE WITH THIS POLICY

sssssssssssssss

You must ensure that you read, understand and comply with thispolicy and complete all mandatory training in relation to it. You
must avoid any activity or behaviour that might lead to, orsuggest, a breach of this policy, which in turn could give rise to
non-compliance with applicable business integrity laws andcould amount to a criminal oﬀence.
Everyone at Compass has a responsibility to report potential
breaches of this Policy. Compass encourages reporting of allconcerns and is committed to protecting reporters from suﬀering
detriment or retaliation as a result.
If you know or suspect a breach of this policy, you may raise yourconcern with your manager or Unit Manager, your local Human
Resources Manager or Listen Up Champion, a member of yourcountry, regional or Group Legal team, or a member of Group
Ethics & Integrity.
Compass Personnel and our business partners may also use ourconfidential global whistleblowing and reporting programme
Speak Up, We’re Listening to seek guidance and/or report any
concerns of non-compliance with this policy.

MONITORING AND REVIEWThis policy will be reviewed periodically by the Compass Group
Executive Committee.
Compass Personnel are invited to comment on this policy andsuggest ways in which it might be improved. Comments,suggestions, and queries should be submitted via the Group
Ethics & Integrity portal using the ask a question function.

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MISCELLANEOUS
This Policy does not form part of any Compass Personnel'scontract of employment, and we may amend it at any time.
This Policy has been approved by the Compass Group
Executive Committee.

DOMINIC BLAKEMOREGROUP CHIEF EXECUTIVE, COMPASS GROUP PLC