Supplier Code of Conduct

Foreword from our CEO

Bauer Media Outdoor is committed to business ethics, integrity, our approach to employee rights, information security, health and safety at work, and the protection of the environment.

The Bauer Media Outdoor Supplier Codeof Conduct reflects our internal Values, and especially our Value of Fairness.As a trusted business partner, we also expect your business to operate inaccordance with the principles in this Supplier Code of Conduct in relation toany work you undertake with Bauer Media Outdoor or on our behalf, wherever inthe world you operate.

Together, we can make adifference.

Thank you for joining us in this commitment.

Justin Cochrane
CEO, Bauer Media Outdoor

‍

Our Values

Bauer Media Outdoor, its businesses and affiliated companies (“Bauer Media Outdoor”) is committed to ethical and responsible conduct in all of its operations and expects the same commitment from all of its Suppliers.

Our Values of Freedom, Flexibility, Fulfilling Promises, Forward Thinking, Fast and Fairness, form the code we operate under as an international organisation.

Our Fairness Value includes our Fair Principles listed in Appendix One (“Fair Principles”) which demonstrate how we endeavour to behave ethically as a company, an employer and a business partner.

‍

About this code

This Supplier Code of Conduct (this “Code”) supplements contractual terms and conditions in your agreement with us (your “Agreement”). It is divided into headings which track Bauer Media Outdoor’s Fair Principles.

This Code is based on international law, recognised ethical standards, responsible business principles and best practice. This Code is not a substitute for, nor should it be considered to override, locally applicable laws and regulations.

Bauer Media Outdoor reserves the right to cancel outstanding orders, suspend future orders and/or terminate its contract with suppliers in the event of a breach of any applicable laws and regulations, whether or not they feature in this Code.

‍

Your Commitment to the Fair Principles

in this Code We expect you to:

Commit to abiding by this Code where it applies to your arrangement with Bauer Media Outdoor
Hold your supply chain to the same or equivalent standards expressed in this Code
Where local industry standards are higher than applicable legal requirements, to meet the higher standards
Let us know where standards relating to our relationship do not meet those in this document, by telling us in person or through our Hotline.

Fair Dealing: A responsible, ethical business partner.

‍

1. Fair Dealing: A responsible, ethical business partner

Your Commitment: You will, in your dealings with or on behalf of Bauer Media Outdoor:

1.1 Zero Tolerance on Bribery

refrain from offering or soliciting, directly or indirectly, benefits of any kind (including gifts, favours or any other advantage or “thing of value”), or cash payments to induce the recipient or any other person to act improperly in the performance of their functions, or to reward them for acting improperly to obtain a personal gain or a business advantage on behalf of Bauer Media Outdoor that could contravene bribery and corruption legislation or otherwise bring Bauer Media Outdoor into disrepute or under penalty;
ensure gifts, hospitality, entertainment, donations and sponsorship which may be accepted or given by Bauer Media Outdoor employees are subject to adequate anti corruption controls;
ensure gifts or hospitality offered within reasonable limits are transparent and discoverable, (for example, sent to the place of work of the recipient and not to their personal residence);
adequately train and equip all your employees, agents and contractors to combat the risks of bribery and corruption in our industry;
refrain from providing any personal incentives to public officials in the course of your business or otherwise, ensuring dealings with public officials are transparent, fair and properly recorded; and
notify us if you suspect bribery or corruption has or may take place in a transaction involving Bauer Media Outdoor.

1.2 Tone from the Top

demonstrate your commitment to ethical working through visible leadership support, safe reporting channels, policies, procedures and training;
have, maintain and adequately publicise reporting procedures for your employees to express any concern, or to report or condemn any breach of economic crime legislation, without fear of reprisal and in accordance with applicable laws; and
disclose in writing any direct or indirect Conflict of Interest (personal, professional, financial or other interest), including directorships, commissions and shareholdings or a Close Personal Relationship , which could interfere in any way in your engagement with Bauer Media Outdoor or otherwise create the appearance of a conflict of interest (Close Personal Relationships include (for example) those with your spouse or partner, children, parents, siblings, in-laws or other close family members and friends and existing or historical fellow business associates (including business partners, companies or charities));

1.3 Adequate Procedures to Prevent Economic Crime

develop adequate procedures to prevent bribery, corruption, theft, fraud, tax evasion, money laundering or insider dealing;
comply with our tax principles, and ensure your tax commitments are in accordance with applicable law, implement good tax governance, and accurately represent the value of transactions with Bauer Media Outdoor; and
maintain all current authorisations and approvals necessary, including active (and unexpired) certificates to carry out your commitments with Bauer Media Outdoor in accordance with the law.

1.4 Fair Third Party Relationships

conduct appropriate due diligence on third parties acting on behalf of Bauer Media Outdoor proportionate to the risk they pose, and respect sanction rules in force;
only instruct any third party to act on behalf of Bauer Media Outdoor who has previously been convicted of an Economic Crime or could damage Bauer Media Outdoor’s reputation with the express prior written approval of Bauer Media Outdoor;
manage relationships to minimise and monitor the risk of Economic Crime;
ensure any third parties you instruct on behalf of Bauer Media Outdoor have agreed to the Values in this Code; and
sustain relationships that do not breach Economic Crime, competition or anti-trust laws.

1.5 Trustworthy Books and Records

promote accountability, transparency and commercial confidentiality through your systems and record keeping;
disclose fee, commission and rebate arrangements that you have with Bauer Media Outdoor as required by law;
provide Bauer Media Outdoor transparent information concerning the economic and financial ownership structure and circumstances of your business to assist us to fulfil our due diligence obligations; and
maintain records of contracts with advertising agencies and advertisers entered on behalf of Bauer Media Outdoor.

1.6 Fair Competition

act competitively in accordance with applicable competition law wherever you do business;
refrain from undertaking any abusive or illegal behaviour, or the exploitation of any customer or supplier in a manner which could restrict competition illegally under applicable legislation;
protect Bauer Media Outdoor’s confidential or proprietary information (including commercially and strategically sensitive information which is not public) to which you have access, from competitors and other third parties, and refrain from sharing Bauer Media Outdoor or its competitors’ confidential information or otherwise exploit our relationship to gain an unfair competitive advantage;
inform Bauer Media Outdoor of any leak of its information that you believe to be unauthorised by Bauer Media Outdoor; and
respect the intellectual property rights of Bauer Media Outdoor including its inventions, innovations, developments, concepts, trade secrets, patents, copyrights and trademarks, refraining from reproducing images of Bauer Media Outdoor street furniture and/or trademarks on any medium whatsoever without the prior written consent of Bauer Media Outdoor

‍

2. Fair Reporting: Transparent, honest and accountable translations.

2.1 Maintain Complete and Accurate Financial Statements

comply with your financial reporting commitments in accordance with applicable law and international standards;
maintain management accounts and financial statements which fairly present the financial condition and results of the company in all material respects, which do not contain any material untrue statements or omissions and could be considered misleading; and
ensure that your tax obligations are fulfilled in accordance with the jurisdiction(s) in which you operate, and the true state of your tax affairs are disclosed to us should they be required.

2.2 Appropriate and Adequate Review of Financial Duties

ensure sufficient segregation of duties for all key tasks with suitable management review and approval in place.

2.3 Effective Internal Controls and Procedures for Financial Reporting

implement, assess and monitor the scope and operating effectiveness of the control environment in relation to the financial reporting and records processes.

2.4 Compliance with Local and International Laws and Company Policies

adhere to all applicable laws, regulations and policies relating to financial controls.

2.5 Maintain Sufficient Documentation

record information and retain evidence to support the operation of controls and existence of the figures in your financial records.

2.6 Management Accountability

ensure your senior management take responsibility and attest to the effectiveness of your controls and accuracy of your numbers.

‍

3. Fair Processing: Protecting the data we use

When dealing with personal data on Bauer Media Outdoor’s behalf (“Bauer Media Outdoor Personal Data”):

3.1 Adequate, Relevant, Accurate and Necessary Personal Data

ensure you do not collect excessive Bauer Media Outdoor Personal Data; and
ensure Bauer Media Outdoor Personal Data collected is adequate and relevant for the intended purposes, accurate and up to date.
only process sensitive Bauer Media Outdoor Personal Data in limited circumstances, with our explicit written consent; where it is needed in relation to legal claims or legitimate regulatory requirements; or where we have already made the information public.

3.2 Lawfulness, Transparency and Respect for Data Subject Rights

ensure Bauer Media Outdoor Personal Data is processed lawfully and only for the purposes required to fulfil our mutual contractual obligations; or to pursue Bauer Media Outdoor’s legitimate interests (where those interests are not overridden because the processing prejudices the interests or fundamental rights and freedoms of the individual concerned);
make available to Bauer Media Outdoor a Privacy Notice which clarifies how Bauer Media Outdoor Personal Data is processed, or otherwise as a non-EU based business provide adequate safeguards for GDPR-equivalent levels of protection; and
assist Bauer Media Outdoor with fulfilling Data Subject requests relating to Bauer Media Outdoor Personal Data you hold.

3.3 Use Personal Data for Limited Purposes

only process Bauer Media Outdoor Personal Data for specified, explicit and legitimate purposes; and
not sell, rent, or lease Bauer Media Outdoor Personal Data.

3.4 Store Personal Data for Only as Long as Necessary

return or destroy Bauer Media Outdoor Personal Data when no longer required for the purposes for which they are held, considering the amount, nature and sensitivity of that Bauer Media Outdoor Personal Data and the potential risk of harm from its unauthorised use or disclosure;
anonymise or pseudonymise Bauer Media Outdoor Personal Data where possible and appropriate (for example by aggregating Personal Data collected for statistical or research reasons).

3.5 Protect Personal Data in Transfer

only share Bauer Media Outdoor Personal Data in accordance with your agreement with us;
only transfer Bauer Media Outdoor Personal Data cross border (in connection with your legitimate business interests or for legal reasons) to those jurisdictions considered to have an adequate level of protection in relation to Personal Data by the country in which you operate. If there is no adequate level of protection, ensure such transfers take place only under an agreement ensuring appropriate and suitable safeguards and with our consent; and
in no other circumstances transfer Bauer Media Outdoor Personal Data to any other party without our explicit written consent.

3.6 Adequately Secured

respect the confidentiality, integrity and security of Bauer Media Outdoor Personal Data; and
have in place appropriate physical, technical, security and organisational measures to protect the security of Bauer Media Outdoor Personal Data to:
- maintain its integrity and confidentiality;
- protect it from unauthorised access, improper use or disclosure, unauthorised modification and unlawful destruction or loss.

‍

4. Fair InfoSec: Securing our information and systems.

4.1 Information Risk Management

have an effective, management-supported information security governance and management framework in place; and
have a rigorous process in place to consistently and effectively manage information security risk.

4.2 Confidentiality, Integrity, Availability

handle any Bauer Media Outdoor information assets you handle in accordance with established procedures that satisfy Bauer Media Outdoor’s legislative and regulatory requirements – the applicable Data Protection laws and the Bauer Media Outdoor’s Information Security Policy Framework and comply with any additional reasonable security requirements issued by the Bauer Media Outdoor from time to time;
treat Bauer Media Outdoor’s information assets you process that are not explicitly classified as “sensitive” information in accordance with Bauer Media Outdoor’s Information Classification and Handling Policy;
immediately inform Bauer Media Outdoor of any changes in your methods of doing business which may affect the performance of your obligations under the existing agreement with Bauer Media Outdoor; and/or all material requirements in place; and
ensure that at the end of the agreed retention period or termination of your contractual agreement with Bauer Media Outdoor, the information assets in scope are either:
securely transferred to Bauer Media Outdoor or other formally indicated entity; or
securely sanitised and appropriate proof of secure destruction and disposal maintained.

4.3 Individual Accountability

ensure that all personnel processing Bauer Media Outdoor information assets are:
individually accountable; and
suitably knowledgeable and experienced to perform their work effectively.

4.4 Information Security by Design

rigorously enforce effective role-based access controls (or equivalent) to Bauer Media Outdoor information assets;
periodically review access to Bauer Media Outdoor information assets, documenting that review;
maintain confidentiality, integrity and appropriate availability of Bauer Media Outdoor information assets at all times, keeping them:
- accurate;
- protected from unauthorised and unlawful access;
- covered by an appropriate business continuity and disaster recovery arrangement; - regularly assessed to identity and manage control gaps relating to security.
protect all facilities where Bauer Media Outdoor information assets are processed against unauthorised entry including effective anomaly detection; and
destroy Bauer Media Outdoor information assets that are no longer necessary in a secure manner to render those assets permanently irretrievable.

4.5 Information Security by Association

obtain explicit prior written Bauer Media Outdoor approval before engaging any new entity in processing Bauer Media Outdoor information assets;
cascade all relevant information security requirements and provisions applicable to your engagement with Bauer Media Outdoor down throughout your entire delivery chain, including personnel/subcontractors so they:
- comply with security principles outlined in this document at all times;
- do not remove or transfer information assets outside designed facilities; and
upon Bauer Media Outdoor’s request, agree to undergo onsite security risk assessment of information and physical security of your business environment, which may include providing Bauer Media Outdoor with necessary access and documentation, mitigating or eliminating risk as per the severity and priority level established during the assessment.

4.6 Effective Information Security Incident Response

maintain an effective information security incident management process with clearly established operational levels for responding to and notifying Bauer Media Outdoor of any suspected or confirmed incidents affecting Bauer Media Outdoor information assets.

‍

5. Fair Environment: Contributing to a healthy, safer world.

5.1 Reduce our Impact, Protect the Environment and Consider Whole Life Impacts

establish frameworks for understanding impacts and risks and help develop strategies for reducing environmental impacts (Bauer Media Outdoor favours suppliers that have an Environmental Management System (EMS) in place that meets the requirements of ISO14001 / EMAS or equivalent); and
avoid waste and promote resource efficiency and circularity where possible, from initial manufacture and installation and throughout the lifecycle of products supplied to Bauer Media Outdoor.

5.2 Adhere to All Relevant Statutory and Regulatory Requirements

maintain all licences, permits, authorisations, certifications and approvals necessary for carrying out your commitments with Bauer Media Outdoor; and
carry out your commitments with Bauer Media Outdoor in accordance with any relevant statutory and regulatory environmental requirements (having an Accredited EMS will give a better understanding of applicable legislation and regulations and how to comply with them).

5.3 Respect Local Communities in Which We Operate

respect and understand local cultures in places where you work.

5.4 Facilitate a Safe and Sanitary Working Environment

assess, control and anticipate the health and safety risks linked to your activities, raising awareness among employees and your supply chain (Bauer Media Outdoor favours suppliers having obtained a certification
of their health and safety management system (OHSAS 18001 / ISO45001 or equivalent)
comply with laws and regulations in force in your jurisdiction and take the necessary measures to ensure a safe and hygienic working environment in compliance with ILO Convention No. 155, whether it be factory workshops, offices, external facilities or living spaces;
ensure that your buildings comply with the building maintenance and safety standards in force by having experts regularly inspect such buildings and ensure that the machinery and equipment in the work place are safe
train your workers to operate machinery and equipment and inform them of the safety procedures with respect to such machinery and equipment;
identify and continuously assess Health & Safety risks, implemented prevention procedures and action plans, and prepare your workers to react in the event of an emergency;
implement procedures and systems to prevent, manage and monitor accidents at work and occupational diseases, complying with applicable occupational health and safety laws and applicable insurance requirements such as workers compensation insurance;
identify and assess the degree of exposure of employees to chemical, biological and physical agents; and provide employees with appropriate protective equipment;
identify and assess the exposure of employees to the dangers of certain physical tasks: handling operations, transporting heavy objects, standing for long periods, overly-repeated tasks, etc.; and
ensure your workplace premises are:
- clean and ventilated;
- have usable sanitary facilities, access to drinking water and eating areas; and
- any accommodation and dormitories made available by suppliers is clean, hygienic, safe and liveable (hot water, heating and ventilation, and have sufficient space).

5.5 Exercise Responsible Environmental Leadership

define clear environmental responsibilities and leadership throughout your organisation; and
provide appropriate training and adequate resources for all staff with responsibilities that may impact upon the environment.

5.6 Understand and React Responsibly to Geopolitical and Climate Change Risk

strengthen resilience and adaptive capacity to climate-related hazards and natural disasters; and
where possible, integrate climate change measures and decarbonisation commitments into your policies, strategies and planning.

‍

6. Fair Relationships: Treating all people equally and with respect.

6.1 Promote the Equal Treatment, Diversity and Inclusion of All People We Work With

afford all employees equal and honest treatment, and ban any discrimination made on the basis of race, colour, sex, religion, political opinion, nationality, social origin or any other category protected by applicable law (ILO Conventions No. 100 and No. 111);
grant a minimum number of days of maternity leave in accordance with the local or national regulations in force and use best endeavours to ensure that the employee on leave returns to her job - or an equivalent job - upon returning to work.

6.2 Ensure the Humane Treatment of Employees and Business Partners in Accordance with International Law

never use any form of forced or compulsory labour obtained under the threat of sanctions, not withhold identity documents, any security deposit from workers, or any other constraint (ILO Conventions No. 29 and No. 105);
take active measures to ensure your business and its supply chain does not use any form of modern slavery or human trafficking;
refrain from employing persons whose age is lower than that of the completion of compulsory schooling in the relevant jurisdiction or in any event any workers under the age of 15 (ILO Convention No. 138);
never use any form of corporal punishment, physical violence, or psychological or sexual harassment;
acknowledge and respect the freedom of association of all employees and the right of collective bargaining (ILO Conventions No. 87 and No. 98);
comply with national and local regulations relating to the limits set on the number of working hours and the management of overtime hours (ILO Convention No. 30);
grant a minimum of twenty-four consecutive hours of rest in every seven day period to each employee (ILO Conventions No. 14 and No. 106);
adopt remuneration policies which meet or exceed the legal minimum wage fixed by applicable legislation; or, as a minimum provide a regular living wage which meets employee basic needs;
grant your employees a minimum paid leave per year of service in accordance with applicable legislation; and
contribute to the mandatory social security systems in force in each jurisdiction.

6.3 Adhere to ILO Principles, Business and Human Rights Ethics

comply with International Human Rights Law including the International Labour Organisation (ILO) Conventions, seeking ways to honour the principles of internationally recognised human rights when faced with conflicting requirements;
treat as a legal compliance issue the risk of causing or contributing to gross human rights abuses wherever you operate;
endeavour to cover any shortcomings in State employee protection systems by putting in employee safeguards and encouraging the same in your supply chains.;
adopt appropriate due diligence policies to identify, prevent and mitigate human rights risks, and commit to monitoring and evaluating implementation;
Adopt or participate in effective grievance mechanisms which are transparent, equitable and predictable, to enable the remediation of any adverse human rights impacts you cause or to which you contribute;
Be transparent about policies, activities and impacts, and report on human rights issues and risks as appropriate as part of their annual reports.

6.4 Address the Risk of Modern Slavery in Our Supply Chains

ensure that there is no slavery (“slavery” meaning the recruitment, movement, harbouring or receiving of children, women or men through the use of force, coercion, abuse of vulnerability, deception or other means for the purpose of exploitation) in your organisation and carry out proportionate inspections to ensure that remains the case;
produce a publicly available anti-slavery statement where required by law;
conduct reasonable due diligence on suppliers you engage with on behalf of Bauer Media Outdoor and not contract with any suppliers engaged in any practice of slavery and servitude, forced or compulsory labour or human trafficking;
actively monitor your factory and other working conditions, along with any accommodation to identify any instances or risk of modern slavery;
preserve the right to audit the working conditions of third parties with whom you engage on Bauer Media Outdoor’s behalf; and
immediately disclose any incidents of modern slavery in your supply chain to Bauer Media Outdoor as they come to your attention, and immediately cease further dealings on our behalf with any third party connected with that incident;

6.5 Promote Integrity, Honesty and Transparency in Your Commercial Dealings

comply with applicable laws and regulations in force that require transparency and integrity in your commercial dealings and financial obligations to Bauer Media Outdoor;
disclose the true account of your financial records to the relevant regulatory bodies and to Bauer Media Outdoor when appropriate under our agreement with you; and
inform Bauer Media Outdoor of any financial detriment that risks our agreement with you;

6.6 Maintain and Evolve Community Relations

support our work in local communities and our development of community support programmes and charitable campaigns;
endeavour to engage in corporate social responsibility programmes;
promote good relationships with the local communities; and
consider the impact of your working practices on local communities.

Appendix One

Fair Dealing Principles

Zero Tolerance on Bribery
Strong Tone from the Top
Adequate Procedures to combat Economic Crime
Fair Third Party Relationships
Trustworthy Books and Records
Fair Competition

Fair Reporting

Complete and Accurate Financial Statements
Appropriate and Adequate Review of Financial Duties
Effective Internal Controls and Procedures for financial reporting
Compliance with Local and International Laws and Company Policies
Sufficient Documentation
Management Accountability

Fair Processing

Adequate, Relevant, Accurate and Necessary Personal Data
Lawfulness, Transparency and Respect for Data Subject Rights
Personal Data used for Limited Purposes
Personal Data stored for only as long as Necessary
Personal Data protected in Transfer
Adequately Secured Personal Data

Fair Information Security

Adequate Information Risk Management
Confidentiality, Integrity, Availability
Individual Employee Accountability
Information Security by Design
Information Security by Association
Effective Information Security Incident Response

Fair Environment

Protect the Environment, reducing our impact where possible
Adhere to Statutory and Regulatory Environmental Requirements
Respect Communities in which we operate
Facilitate a Safe and Sanitary working environment
Exercise Responsible Environmental Leadership
Understand and React Responsibly to Geopolitical and Climate Change Risks

Fair Relationships

Promote Equal Treatment of All People
Humane Treatment of Employees and Business Partners in accordance with International Law
Adherence to ILO principles
Adequately Address the Risk of Modern Slavery in our Supply Chains
Promote Integrity, Honesty and Transparency
Maintain and Evolve Community Relations through Social and Charitable Campaigns

‍