Code of Ethics & Conduct

Message from our Chief Executive 

Carolyn McCall 

We are one of the UK’s best-known brands and one of  the longest established television companies, with  roots in the regional broadcasting franchises first  awarded over 60 years ago. We are also one of the  largest independent producers in the world, creating,  producing and distributing a broad range of  programmes – in fact, we have over 50 labels in 13  different countries supplying over 200 channels or  platforms. On top of this, our global formats and  distribution business sells, commercialises and  distributes our catalogue of over 46,000 hours of  formats and finished programmes worldwide.  

Our purpose is to be More than TV. We connect  millions of people every day, make content they can’t  get enough of and reflect and shape the world we live  in… and we do all this through the power of creativity.  This is aligned to our strategic vision to be a digitally  led media and entertainment company that creates  and brings our brilliant content to audiences  wherever, whenever and however they choose.  

Our success depends on the highest standards of  professionalism of all our colleagues, both in our  external dealings and in how we conduct ourselves in  relation to other individuals. Success means making it  

together, making it new, and making it brilliant. That’s  the ITV way.  

Upholding our ethical principles and guidelines is  completely dependent on everyone at ITV  understanding and observing them, and it’s all of our  personal responsibilities to uphold those principles.  That’s what maintains our reputation and makes this a great place to work. It’s about acting with integrity  and trusting your judgement, and speaking up if  something doesn’t feel right. If we don’t know about  it, we can’t fix it. 

We foster creativity by championing diversity and  embracing inclusion. ITV is for everyone, no matter  their background, race, disability, sexuality, gender  identity or expression. We are also committed to a  working environment that is free from verbal, physical  or online harassment and abuse. At ITV we treat one  another with courtesy, fairness, dignity and respect  and do not tolerate abusive behaviour of any form in  the workplace. 

Our Code of Ethics and Conduct demonstrates our  commitment to ethical business conduct to make sure  we’re complying with laws and regulations. But it also  demonstrates our values that help us to perform at  our best and deliver our More than TV strategy. It’s  how we work together and what we strive for every  day. It’s doing the right thing, in the right way. The ITV  way.  

This code reflects many of the principles detailed in  the policies and procedures that are already in place,  or may be implemented in the future, but does not  repeat all of the details. It is not intended to cover every eventuality that could arise but instead provides  basic guidance as to how we should deal with a  particular situation and where to go for guidance and  support. 

The Code of Ethics and Conduct is incorporated in your  employment contract so it is vital that you understand  it, and comply with it. A breach of the Code could  result in disciplinary action, so familiarise yourself with  it, ask any questions you may have and, most  importantly, if there’s anything you’re concerned  about – speak up. 

Carolyn McCall

Speaking up and ‘whistleblowing’ 

We are committed to an open working environment  in which colleagues feel able to voice any concerns.  We can only live up to the commitments contained in  this Code if we all act with integrity and if we speak up,  as individuals, when we should. 

Any colleague who suspects wrongdoing at work  (including financial malpractice, fraud or bribery,  modern slavery, tax evasion or facilitation of tax  evasion, failure to comply with a legal, compliance or  regulatory obligation, dangers to health and safety,  the environment, child safeguarding and protection,  or any criminal activity or breaches of this Code)  should raise their concern. You may feel worried  about raising such an issue, perhaps feeling that it is  none of your business or that it is only a suspicion.  However, if in doubt, raise it. Although the vast  majority of employees are honest and act reasonably,  no organisation is immune to acts of dishonesty and  other misconduct. 

Colleagues can speak directly to their manager or  supervisor or to any other senior manager or to any of  the contacts given in our Speaking Up Policy. If you are  uncomfortable using these routes, or where you  believe that your concern has not been adequately  addressed, please use the independent confidential  Speaking Up hotline. Full details on the policy and  hotline are available on my.itv, Compass.itv or from  Group Secretariat. 

All genuine concerns raised by a colleague will be  investigated properly and the identity of the colleague  raising the concern will be kept confidential.  

Wherever possible, once the investigation has been  completed, the colleague who raised the concern will  be informed of the outcome. 

Anyone raising a concern in good faith will not be  criticised or penalised in any way even if it is shown,  after investigation, that they were mistaken. Any form  of reprisal or victimisation against anyone who has  raised a concern will not be tolerated and will itself be  treated as a serious disciplinary matter. If a concern  was to be raised maliciously then that would also be a  serious disciplinary matter. 

Read our Speaking Up policy at  itvplc.com/investors/governance/policies  

Internal colleagues can read our Speaking Up policy on  myITV. 

The policy applies to ITV employees, apprentices,  individuals on work experience, agency workers,  contractors, freelancers, shareholders, programme makers, producers, programme participants, and any  others acting on behalf of, or working with, ITV  (agents, representatives, volunteers, suppliers). It  also applies to colleagues or relatives or other third  parties connected with, or assisting, someone who is  Speaking Up. 

ITV is committed to addressing promptly, fairly and  confidentially, all Speak Up concerns. Once you have  raised your concern, ITV will assess it and consider: (i)  which internal team should handle it; and (ii) what  action is appropriate. 

This may involve an informal review, an internal  enquiry or a more formal investigation.

 

Ways of working as colleagues 

At ITV, we’re building something incredible. It’s where  you can be yourself and be your best – whoever you  are. A place where everyone can learn, develop, grow, and build a career that’s just as incredible as our  business. At the centre is the ITV Way. It’s how we  work and inspire our people. How we stay on track and  get things done. It’s all about making it together,  making it new, and making it brilliant. 

Equal opportunities, respect, dignity and  understanding 

We foster creativity by championing diversity and  embracing inclusion. ITV is for everyone, no matter  their background, race, disability, sexuality, gender  identity or expression. 

All colleagues should always be treated fairly and with  dignity and respect. We will fairly reward individual  endeavour and value diversity of thought, perspective  and experience. We make sure our organisation is  accessible to all and provide the necessary  encouragement and opportunity to develop careers. 

All colleagues will have equal opportunities in their  employment. People will be recruited for their  aptitude, skills, experience and ability. Discrimination  on any grounds including of race (including the  traveller community), national origin, gender, gender  identity or expression, age, disability, marital status,  sexual orientation, pregnancy, maternity, socio economic background, political opinion, religion or  belief is not permitted and will not be tolerated. 

We are all responsible for promoting and  implementing equal opportunities in the workplace  and playing our part in creating an inclusive culture at  ITV, where everyone feels welcome. 

We’re embracing differences, making new things  happen and delivering creativity. The world is  changing – and we’re driving that change. 

Harassment and abusive behaviour 

We are committed to a working environment that is  free from verbal, physical or online harassment and  abuse. At ITV we treat one another with courtesy,  fairness, dignity and respect. 

Any conduct that creates an intimidating, hostile, or  offensive working environment or unreasonably  interferes with an individual’s work performance will  not be tolerated and will be the subject of disciplinary  action. We do not tolerate abusive behaviour of any  form in the workplace. 

Examples of such behaviour may include:

● threatening behaviour, intimidation,  harassment, assaults or violence; 

● sexual, transphobic or racial harassment; or

● abuse of position such as to cause distress to subordinates. 

Any form of reprisal or victimisation against anyone  who has raised a concern or participated in an  investigation will not be tolerated and will itself be  treated as a serious disciplinary matter. 

Child safeguarding and protection 

ITV is committed to child safeguarding and protection  and we take our legal and moral duty to children very  seriously. Colleagues who work with children must  follow ITV’s Child Safeguarding Policy and Framework.  All colleagues should respect children and conduct  themselves appropriately when interacting with any  child (under 18 years old), whether they are working  with us, visiting our premises, or in contact with the  business. If a colleague has any concerns regarding a  child’s welfare, they must follow the ITV Safeguarding  policy and contact the Health and Safety team who act  as Safeguarding Champions. 

If for any reason, you feel unable to report something  to the Health & Safety Team, you can use the independent confidential Speaking Up hotline. Full  details on the policy and hotline are available on  my.itv, Compass.itv or from Group  Secretariat.Speaking Up Policy. 

Health and Safety 

At ITV we are committed to conducting our business  with the utmost concern for the health and safety of  our colleagues, customers and the general public. We  will always strive to comply fully with all applicable  and relevant laws and regulations relating to the  workplace health and safety and environmental  protection. We are committed to ensuring that our  health and safety policies conform to best practice and  encourage open dialogue and constructive feedback. 

At ITV every colleague is responsible for checking and  ensuring that their working environment is healthy  and safe. As well as considering their own health and  safety, every colleague is expected to also consider  the health and safety of anyone who may be affected  by their actions or behaviour. 

All colleagues must always follow health and safety  policies and guidelines and fully cooperate with the  instructions of health and safety advisors. 

Drugs and alcohol 

Colleagues must not use, distribute or possess illegal  or unauthorised drugs on any of our premises.  

Colleagues whose behaviour, judgement or  performance of their work responsibilities is impaired  by drugs or alcohol will be prohibited from entering  our premises or engaging in company business and  may be subject to disciplinary proceedings in  appropriate circumstances. 

Digital communications 

ITV supports a number of approved platforms to  enable communication and collaboration between  colleagues, partners and suppliers. Whilst our  communications are intended for business purposes,  we can also use those platforms for limited (and  reasonable) non-business purposes, provided that  such usage does not: 

● interfere with our obligations to ITV; 

● affect personal delivery or business  performance; 

● disturb other colleagues or the general  affairs of the company; 

● infringe anyone’s intellectual property rights  or terms and conditions of employment; 

● bypass (intentionally or unintentionally) ITV  security systems; or 

● violate this Code or is illegal in any way. 

All colleagues are expected to exercise care when  using these platforms. Remember; 

● Do not put anything in an email, message or  social media that may damage your or our  reputation. These are not private and may  need to be disclosed to others, including  third parties, regulators and courts.  

● Rules apply to all personal data processed for  ITV’s purposes.  

● Be sensible about what you communicate  using these methods, and how you  communicate it.  

● Be aware that individuals have the right to  access a copy of their personal data,  however it is being processed by ITV. This  includes WhatsApp messages between  colleagues, or Instagram messenger  exchanges with potential programme  applicants.  

● Before you send a message containing  personal data, consider how it would appear  if it had to be disclosed to the individual  concerned. 

Acceptable Use 

All colleagues are responsible for using our systems  and technology (whether owned by ITV or provided by  a third party on ITV’s behalf) properly and in  accordance with this Code.  

All colleagues must familiarise themselves with all  Cyber security policies which are available on  my.ITV.com. 

Keeping our data safe 

We are all personally responsible for the security of all  equipment allocated to or used by us. When travelling  with ITV equipment or information, colleagues are  expected to take care to prevent loss or theft.

We can only share information with those authorised  to view it and must not store ITV sensitive information  on non-ITV issued devices unless the data is encrypted  and protected with a unique passphrase. Sensitive  information should always be encrypted when  sending it outside ITV by email or otherwise. 

Keeping our data safe means we must always be  vigilant. Malware (malicious software) is often sent by  email (e.g. phishing) and these can cause significant  damage to our information systems. Be particularly  cautious in relation to unsolicited email from  unknown sources or to urgent requests for personal  information or payments to be processed. 

Do not open such emails unless you are sure of the  sender and the contents. If in doubt, please contact  cybersecurity@itv.com. 

Use of ITV systems and data security 

At ITV we are each accountable for our actions on the  systems we use. We must never use our systems or  equipment to send or intentionally receive, retrieve, distribute, store or access: 

● information that is defamatory, illegal,  abusive, harassing, sexually explicit,  discriminatory or offensive;  

● copyrighted materials, trade secrets or  similar materials without proper authority or  in breach of the rights of third parties;  

● messages, files or websites for any illegal or  unethical purpose, or any purpose that  violates our policies or may lead to liability or  cause harm to ITV; or 

● the “dark web”. 

ITV monitors the security of issued devices to protect  ITV data and systems from risk of a data breach.  Colleagues should never attempt to evade or  circumvent ITV security controls or policies.  

Following the correct behaviour when using our  systems is vital.  

Cyber Security and Data Privacy Incident Procedure. 

We must all be vigilant against cyber threats and  phishing attacks. Please inform  cybersecurity@itv.com immediately if you notice or  receive anything suspicious. 

Privacy and data protection 

ITV is subject to a number of data protection  regulations, including the General Data Protection  Regulation which imposes high standards with regards  to the handling of personal data relating to our  viewers, customers, talent, contractors and  colleagues. It is everybody’s responsibility to comply  with these laws and regulations to protect the  company from regulatory fines and reputational  damage and also, to respect the rights of our viewers  and the people we work with. Details about handling  personal data and what to do in the event of a data  breach, can be found in the ITV Data Protection and  Privacy Policy. 

Colleague monitoring 

Any usage of company systems, telephones, email and  internet facilities may be subject to monitoring in  compliance with law and best practice. For example,  ITV may monitor colleagues’ usage: 

● for legitimate business purposes; 

● to prevent, detect or investigate suspected  illegal conduct, wrongdoing or other misuse;

● to ensure that customers and other business  contacts are being appropriately responded  to; 

● to comply with legal obligations; or to locate  and retrieve lost messages or files. 

Sometimes we may need to check colleagues’ email  accounts or voicemail during their absence from work  (e.g. when a colleague is on holiday or sick leave). ITV’s offices may use CCTV and you may be recorded when  working from our premises. 

Email, voicemail messages, recordings and internet  usage are potentially subject to interception and to  disclosure to third parties in the course of litigation or  an investigation. We have a legitimate basis on which  to access and protect company data stored or  processed on a device, including the content of any  communications sent or received from the device.  However, we recognise the need to balance our  obligation to process data for legitimate purposes,  with your expectations of privacy in respect of your  personal data. Therefore, when taking (or considering  taking) action to access your device or delete data on  a device (remotely or otherwise) in accordance with  this policy, we will, where practicable: 

● consider whether the action is proportionate  in light of the potential damage to the  company, our customers or other people impacted by company data; 

● consider if there is an alternative method of  dealing with the potential risks to the  company’s interests (recognising that such decisions often require urgent action). 

Please ensure that you have read the Cyber Security  Policy.  

Ways of working as a business 

The ways we work with integrity, honesty and trust  that keep us on track. 

Honesty and fair dealing 

We should always be honest, fair and truthful in all of  our dealings. Our stakeholders (including colleagues,  customers, consumers, business partners, suppliers  and governmental authorities) expect absolute  integrity from us. We must never attempt to deceive  or mislead others. 

Conflict of Interest 

Acting with integrity means that our colleagues should  actively avoid any obvious or implicit conflict between  their personal interests and those of ITV. Any actual or  potential conflict of interest must immediately be  disclosed to your manager or supervisor and HR.  

Examples of conflict of interest situations could be if  any colleague:  

● places a contract on behalf of ITV with a supplier managed by a close friend or family  member;  

● works as a consultant, paid or unpaid, in a private capacity for a supplier or customer of  ITV;  

● carries on a business in their own time of a similar nature to their work at ITV;  

● has a personal or financial interest in a  business that has transactions or dealings  with ITV; or  

● obtains a personal financial gain or  advantage (other than normal remuneration) in business transactions or dealings involving ITV.  

No one should use any inside information they have  gained through employment with ITV for his or her  own advantage, for that of a friend or relative or for  anyone else. “Advantage” in this context includes both  positive benefit and avoiding what might otherwise  result in a loss. 

Confidential information and trade secrets 

We all have a responsibility for protecting ITV’s  confidential information both during and after our  employment or time working with ITV. Confidential  information and trade secrets include any of our  information and technology, financial, operational or  strategic plans or data and any financial, commercial  or technical information that is valuable to us and has  not yet been disclosed to the public and may be  valuable to a third party if they had access to it. 

Colleagues with access to confidential information  and trade secrets, must be careful about its use and  vigilantly protect it from disclosure.  

Colleagues involved in acquisition and divestiture  activities may be required to sign individual non disclosure agreements. Where this is the case they are  expected to comply with obligations to maintain the  confidentiality of information received from third  parties. 

Keeping up to date with industry information is  important but we must not use any unlawful or  unethical means to obtain confidential information  from competitors, suppliers, customers or other third  parties. An example of acting ethically at ITV is that  colleagues would not hire any person with the intent  of that person providing confidential knowledge of  their former employer. 

Inside information and share dealing 

Our colleagues must not buy, sell or transfer stock or  shares of ITV plc or any other companies, or buy or sell  any property or assets, on the basis of inside  information, i.e. information acquired through  employment here which has not been made public  and may be share price sensitive. Colleagues must not  provide such information to others for the purpose of  financial gain or avoiding a loss. To do so could be a  

criminal offence. Inside information includes any facts  that may affect the price of shares and/or which a  reasonable investor would consider important in  deciding whether to purchase or sell shares and which  have not been made public. Inside information should  not be communicated to any other person with the  expectation that they would deal in the shares of the  company concerned. Directors, senior managers and  colleagues who are likely to be regularly in possession  of material information about the company which has  not been disclosed to the public are prohibited from  dealing in ITV shares during certain periods. 

Intellectual property 

Intellectual property rights underpin the content in  our programmes, our programme formats and our  brands. We value our own intellectual property rights  and respect those of others. Proper management and  protection of these assets is critical to our commercial  success.  

Colleagues must safeguard our confidential  information, trade secrets and intellectual property  (including copyrights, trademarks and patents) in the  same way that they must protect all of our other  corporate assets. 

All documents, files, materials, records and reports  acquired or created in the course of employment with  us are the property of ITV or its affiliates. Colleagues  may not register any ITV intellectual property rights,  including trade marks, internet domain names or  social media accounts in their own names. Colleagues  may only remove originals or copies of such property  from our offices for the sole purpose of performing  their work duties, and they must return such records  at any time upon request.  

At ITV we sometimes use intellectual property, trade  secrets and/or confidential information belonging to  others under licence. Acting ethically at ITV means we  expect colleagues to ensure that their use of any such  assets or information is permitted by the owner and  does not infringe anyone’s intellectual property rights. 

Gifts and entertainment  

Colleagues and their family members should not give  or accept any gift, entertainment, transportation,  sponsorship, charitable donation or other benefit  which might be intended or perceived as an attempt to improperly influence the business relationship  between ITV and any current or prospective supplier,  customer or other party doing business or connected  with ITV. 

This does not mean that customary and reasonable  gifts or hospitality are not acceptable, such as token  gifts, meals or transportation of modest value which  are given or received in the normal course of business  dealings. 

To ensure we are acting with integrity, the test  colleagues are expected to apply is whether in all the  circumstances the gift or hospitality is reasonable and  justifiable and not linked in any way to an improper  act. 

Gifts of cash must never be made or accepted. You must seek prior approval for: 

● any hospitality to be given to a third party or  received by you which is in excess of a value  of £500 per person (or equivalent sum in  your local currency); and 

● any gifts (i.e. tangible assets) to be given to a  third party or received by you with a value in  excess of £100 per person (or equivalent sum  in your local currency). 

If you are based in the UK, approval should be  obtained from the Management Board member  responsible for your area by submitting the online  Gift/Hospitality Form. All notifications are recorded on  ITV’s Gift and Hospitality Register. 

If you are outside the UK, approval should be obtained  from the Managing Director of your office or CEO of  your business, who must keep records of all approved  gifts/hospitality. 

All gifts or hospitality expenses for third parties on  behalf of ITV (regardless of the amount) must be paid  for with an ITV corporate card and/or claimed back in  compliance with your local business expense policy.  

ITV has a no receipt no pay policy.  

If in any doubt about what to do to ensure you are  acting in a way that is consistent with ITV’s  expectations of ethical behaviour you should consult your manager or supervisor or contact Group  Secretariat. 

Theft or misuse of property 

We should always be honest, fair and truthful in all of  our dealings and expect each other to act in this way  at all times. Colleagues engaging in, or attempting,  theft, fraud or misuse of any ITV property or the  personal property of other colleagues will be subject  to disciplinary action which may result in dismissal.  Matters may also be referred to public authorities for possible criminal prosecution. 

Theft, fraud or misuse of ITV property can take many  forms. Examples may include: stealing supplies,  equipment, documents, cash or other property;  misusing corporate credit cards, telephones, mobile  phones and devices, tablets, computers, printers or  other equipment; submitting false timesheets or  expense claims; using company information or other  assets without authority; retaining any benefit from a  customer or supplier that properly belongs to ITV. 

Competition and competitor relationships 

The aim of all ITV’s companies is to compete  vigorously and fairly in the marketplace. All colleagues  are required to comply fully with laws governing free  and fair competition at all times. 

Collusion with competitors is strictly prohibited and  may contravene competition laws resulting in serious  consequences for ITV including damage to our  reputation, heavy financial penalties and in some  cases criminal penalties for individuals. It is the  responsibility of each ITV group company to ensure  that it complies fully with all competition laws and  regulations governing its operations. 

Financial and accounting controls & records 

All financial and accounting information about us must  be recorded and presented accurately, diligently and  fairly, in accordance with good business practices,  applicable accounting standards and local laws.  

ITV has established reliable systems and controls to  enable us to respond effectively to financial,  compliance and other risks to achieve its objectives.  This includes the safeguarding of our assets and  ensuring that our liabilities are identified and managed.  

The quality of our internal and external financial  reporting requires our colleagues to maintain proper  records, to follow timely processes and where  applicable to provide relevant and reliable  information from both internal and external sources.  

Tax evasion and facilitating tax evasion 

Tax evasion is an illegal activity in which a person or  entity deliberately avoids paying a true tax liability.  Those caught evading taxes are generally subject to  criminal charges and substantial penalties. Colleagues  must not commit any acts intended to result in tax  evasion by ITV and must not facilitate tax evasion by  third parties. 

When choosing agents, contractors, suppliers or other  intermediaries, colleagues are expected to carry out  appropriate pre-contract enquiries to ensure that they  do not condone tax evasion, and that they have  procedures in place to prevent tax evasion and the  facilitation of tax evasion. 

If you need any help, please contact a member of your  local Legal & Business Affairs or Tax teams who are  there to help you. If you are concerned that you may  have identified tax evasion within ITV or the  facilitation of tax evasion by an associate of ITV, please  report it to your manager or supervisor or to the  contacts in our Speaking Up Policy. Full details on the  policy and hotline are available on my.itv, Compass.itv  or from Group Secretariat.Speaking Up Policy. 

Preservation and protection of corporate assets 

Everyone at ITV has a duty to preserve and protect our  assets, including our property, equipment and  

monies. We expect everyone to use those assets  properly and appropriately. If you suspect fraud, theft  or abuse of ITV’s assets by either a colleague or a third  party please speak up. You can do this by raising your  suspicions with your manager or supervisor. 

If you feel you are unable to raise your suspicions with  your manager or supervisor, you can use the  independent confidential Speaking Up hotline. Full  details on the policy and hotline are available on  my.itv, Compass.itv or from Group  Secretariat. Speaking Up Policy. 

Creating documents and retaining records 

All colleagues must ensure that any documents  created (electronically or otherwise) are accurate,  clear, detailed and timely. They must also be written  in a polite tone. In order to comply with legal and  regulatory requirements, we may be required to  retain our business records for reasonable time  periods before they can be destroyed. This relates  particularly to contractual documentation, tax,  finance, accounting, employee, health and safety and  environment related documentation. 

Records and documentation pertinent to a particular  investigation or legal dispute must not be destroyed  once we have received notice of pending litigation. 

Ways of working with others 

The ways we maintain trust, that helps us connect  with millions of people every day, make content they  can’t get enough of, and shape and reflect the world  we live in. 

Viewers and customers 

Our viewers and customers are the reason we exist  and are at the heart of everything we do. We must act  appropriately and quickly in relation to any  complaints. We are committed to providing viewers  and customers with accurate information on which  they can make an informed decision and not to  mislead them. 

The trust of viewers, the wider public and our  customers is central to everything we do. We will not  hesitate to take appropriate disciplinary action against  anyone who breaches that trust.  

Shareholders 

ITV plc’s shareholders are the owners of ITV’s business  and must be properly rewarded for their investment.  We are fully committed to delivering value to  shareholders. 

We are clear, open and transparent in our financial  reporting and in all communications with  shareholders. We maintain high standards of  corporate governance and expect every colleague at  ITV to comply with all applicable laws, regulations,  codes and recognised best practice and guidance.  

Social Purpose 

ITV is More than TV. We connect with millions of  people every day, make content people can’t get  enough of, and reflect and shape the world we live in…  and we do all this through the power of creativity.  Reflecting and shaping the world we live in gives us a  great opportunity: to change ITV for the better, and to  use our content and reach to inspire positive change  in the wider world. That is our social purpose. 

We have four focus areas: better mental and physical  health, diversity and inclusion, climate action and  giving back. We have set clear targets for each area for  both on-screen and off-screen activity, and we report  on those targets annually in the ITV Social Purpose  Impact Report. All colleagues are encouraged to help  us reach those goals. For more information, including  our better health campaigns, the Diversity  Acceleration Plan and our Climate Action initiatives,  go to itvplc.com/socialpurpose http://itvresponsibility.com/resources/. 

External suppliers and associated parties 

We work with thousands of suppliers and partners and  they all play an integral role in the success of ITV. Our  suppliers and partners should be treated with respect  and fairness at all times and we will observe high  ethical standards in all our dealings with them. 

Our goals and standards not only apply to how we  operate within ITV, but also to our entire sphere of  influence. Therefore, it is important that we Procure  with social purpose – this means working with  suppliers that not only deliver a great service at the  right costs, but also meet our high standards of  professionalism and align with our Social Purpose. 

Achieving our ambitious standards and goals may not  be easy but we know it is important. We work in  collaboration with our suppliers to help identify risks,  share knowledge and continually work to improve the  impact we all have on the wider world. 

Our Supplier Code of Conduct sets out the minimum  standards we expect from all our suppliers and you  should be familiar with these standards. It is our  intention to contract only with suppliers who satisfy  our standards or who have given a commitment to  achieve these standards within an agreed time-frame.

Our Procurement Policy sets out when you should  involve the Procurement team if you are intending to  contract for services with a supplier. The Procurement  team can be contacted at procurement@itv.com. 

Public officials and employees 

ITV colleagues are doing business around the world. In  some countries, specific rules apply to business  relationships, contract negotiations or contract terms  with government agencies and officials.  

If you are engaged in business with any governmental  body, agency or official you must contact your local  Legal and Business Affairs team who will be able to  help you understand the rules and abide by them. This  is vital because failure to do so could result in damage  to the business and reputation of ITV, disciplinary  action and even in extreme cases criminal  prosecution.  

Colleagues must avoid any dealings that might be  perceived as attempts to improperly influence public  officials in the performance of their official duties eg.  we must not give or receive gifts from government  employees or officials. 

In the UK, there are laws restricting companies from  hiring as an employee or retaining as a consultant a  present or former government employee (other than secretarial, clerical, or other similar employees). These  restrictions may also cover informal arrangements for  prospective employment. Colleagues in the UK must  obtain written clearance from our General Counsel  before discussing proposed employment or retention  with any current or any former government employee  who left government employment within the past two  years. 

Official requests for information 

Colleagues who are contacted by government  regulators or authorities, agents or investigators,  lawyers who do not represent ITV or by other third  parties seeking company information or documents  concerning investigations or potential or actual  litigation should immediately notify our Director of  Group Legal Affairs.You must immediately notify our  Director of Group Legal Affairs when requests are  made in the form of a legal document requiring a  response by a specified date. 

Contact with the media 

All public disclosures including forecasts, press  releases, speeches and other communications will be  honest, accurate, timely and representative of the  facts. The ITV plc Corporate Affairs department (or, if  you are outside the UK, its nominated local  communications contact) & ITV’s programme publicity  team handles all external communications concerning  the company and its businesses. No statement should  be made or opinion expressed to the press or any third  party without the explicit supervision of the Corporate  Affairs department (or its local nominee) or ITV’s  programme publicity team. All enquiries from the  press and other media must be reported to the  Corporate Affairs department or ITV’s programme  publicity department. You should alert the Corporate  Affairs department (or its local nominee) or the ITV  programme publicity department if you are aware of  any story relating to ITV that might attract the interest  of the press. Speaking to the press or any other media  on behalf of the company without the express  permission of the press officers within the Corporate  Affairs department or the programme publicity  department is prohibited. 

Advertising and marketing 

All our advertising and marketing must be ethical and  lawful. To achieve this, we need to be accurate and  avoid misrepresenting ourselves, our programmes,  products or our services, avoid defaming our  competitors and respect the privacy rights of  individuals to whom we may direct marketing  materials. 

All advertising for our services in the UK must be  developed through the Marketing Department who  will seek clearance from a member of our Legal team where necessary or, if on air and programme-related,  a member of the Programme Compliance team. 

Bribery and corruption 

Bribery is a common form of corruption. Bribes (the  giving or receiving of anything of value or advantage  to try and make someone – whether a public official or  not – do something improper or reward them for this)  are illegal and the giving or receiving of them a  criminal offence. 

Any colleague who solicits, participates in or condones  a bribe or other unlawful payment or benefit or  attempts to participate in any such activity, will be  subject to strict disciplinary action, including dismissal  and may be the subject of criminal prosecution. 

We could be liable even if one of our agents, suppliers  or other intermediaries bribes someone without our  knowledge for our benefit. When choosing agents,  suppliers or other intermediaries please work with  your local Legal and Business Affairs team to carry out  pre- contract enquiries to ensure that they do not  accept or give any bribes, and require contractual  protection and commitments from them as to their  compliance with anti-bribery laws and with our Anti Bribery Policy.  

You must be vigilant to anything you think may be a  bribe and report this to your manager or supervisor  immediately or via the Speaking Up Policy contacts.  Full details on the policy and hotline are available on  my.itv, Compass.itv or from Group  Secretariat.Speaking Up Policy. 

Detailed guidance and information about ITV’s  expectations on how you can recognise and deal with  bribery and corruption issues are set out in our Anti Bribery Policy.  

Combatting illegal labour practices and modern  slavery 

ITV is committed to ensuring that modern slavery is  not a feature of our operations and supply chains. We  know that such practices can be hidden and hard to  uncover and can affect workers across the world in a  wide range of sectors. We are also conscious that to  tackle modern slavery, we need to address poor  labour practices wherever they occur as tolerating  them can provide the conditions for exploitation. 

At ITV we aim to identify and address the risks of  modern slavery in our operations and supply chains  by: 

● Conducting human rights due diligence on  our business activities and relationships 

● Reviewing our own commissioning and  purchasing practices to ensure they do not  contribute to poor labour practices 

● Engaging our suppliers, partners and peers  to find ways of working together to reduce  risks 

● Enabling workers in our operations,  productions and supply chains to raise  concerns 

● Listening to those potentially affected by  poor labour practices and taking action to  address the issues they flag 

● Being victim-centric in our response 

At ITV we expect you to: 

● Think about your area of work and consider  where there could be risks of labour  exploitation 

● Consider whether ITV’s activities or  approach make poor labour practices more  likely 

● Flag potential issues to your manager or  supervisor. 

● Raise awareness of labour issues among your  contacts internally and externally. 

● Be curious about the people involved in ITV’s  operations, business relationships and  supply chains. 

Money laundering 

Money laundering is the process of concealing the  identity of illegally obtained money so that it can be  transformed from “dirty” money into “respectable”  money or other assets. Colleagues must not engage in  any transaction which they know or suspect involves  the proceeds of criminal activity and should carry out  reasonable enquiries to validate sources of funding.  Your local finance teams will be able to help you to  validate sources of funding. Please report any  suspicious activity to your manager or supervisor. 

If you feel you are unable to raise your suspicions with  your manager or supervisor, you can use the  independent confidential Speaking Up hotline. Full details on the policy and hotline are available on  my.itv, Compass.itv or from Group  Secretariat.Speaking Up Policy. 

Donations and political activities 

It is our policy not to make cash donations to political  parties. We do, however, ensure our views are  expressed to governments in an appropriate and  effective manner on matters that affect our business  through the ITV plc Public Affairs department. Any  political activity and participation in electoral politics  by our colleagues must occur strictly in an individual  and private capacity and not on behalf of ITV.  Colleagues may not use company time, property,  equipment or funds to conduct or promote personal  political activity. 

We only make charitable donations that are legal and  ethical under local laws and practices. Donations  offered to charities should adhere to our Social Impact  and Charitable Causes guidance. 

Compliance with laws, policies and contracts 

At ITV all colleagues are responsible for complying  with the laws, regulations and codes of practice  applicable to their areas of responsibility. Please  comply with all policies that are brought to your  attention by your manager, supervisor or Legal and  Business Affairs team. 

You should seek assistance from your local Legal and  Business Affairs team for the creation, negotiation,  amendment and/or termination of any contract.  Except in exceptional circumstances approved by your  manager or supervisor, you should not commit work  or provide services before a contract is in place.  

You should always use a standard form ITV contract if  one is available and you must comply with the  relevant Approvals Framework for your business.  Please send original signed contracts to your local  Legal and Business Affairs team, or for contracts of  employment, to your local HR Business Partner. We  are committed to complying with our contractual  obligations and we take seriously any failure by  another party to do the same. 

If you have any questions arising from this Code,  please contact our HR or Director of Group Legal Affairs.