Code of Conduct (Anticorruption)

Dear Employees,

Integrity is one of TP’s five core values, which -- along with Respect, Innovation, Professionalism and Commitment -- are the pillars of our corporate culture. At TP, each individual is responsible for acting with integrity at all times.
Our commitment to act with integrity means complying with the highest professional and ethical standards, as well as the spirit and the letter of the laws that govern our industry, our company and our operations. Conducting ourselves in an ethical manner and with integrity helps us earn the trust and respect of the people we serve and those with whom we work.

This Code of Conduct, which can also be found on the Group’s intranet, is an essential resource for all TP employees. This Code of Conduct outlines TP’s policies on business conduct and identifies the people who can answer any questions you might have about compliance-related issues. Please use it as a guide to help you make the right decisions and resolve any issues that may arise in connection with your professional duties. It has been designed as a resource to be used at all times throughout the year, and I encourage you to consult it regularly.

Our Code of Conduct cannot exist without us, the TP team. Continuous improvement and corrective action are an integral part of our Global Compliance Framework. If you have any questions or if you witness any inappropriate behavior, I strongly urge you to make use of the Ethics Hotline, our internal reporting system, to bring it to the attention of our Compliance Department.

Acting with integrity depends on each of us understanding and following the policies related to our standards for behavior. It is imperative that all of us at TP abide by the highest standards. We owe this to our clients, our partners, our shareholders and ourselves. Let me thank all of you for your unfailing commitment to upholding the principles contained within this Code of Conduct and to promoting it both inside and outside the company.

Daniel Julien
Chief Executive Officer

1. Introduction

TP SE (including all its subsidiaries, “TP” or the “Group”) adheres to the U.N. Global Compact, a United Nations initiative created to encourage companies to adopt a socially responsible attitude by committing to promote principles relating to human rights, international labor standards and anti-corruption, and to integrate those principles into their practices. It is a commitment that ensures that markets, business, technology and finance operate for the benefit of economies and societies worldwide.

In 2011, TP made a commitment to combat all forms of corruption within its subsidiaries. In furtherance of that commitment, TP adopted this Code of Conduct.

This Code of Conduct contains the fundamental principles for assisting and guiding TP employees in respecting the laws and regulations that govern their activity. It forms part of the Global Compliance Framework adopted by the Group. It is appended to the Internal Regulations of each TP subsidiary, as applicable.

This Code of Conduct includes the Group’s Compliance policies regarding:

- Anti-corruption
- Influence peddling
- Anti-money laundering
- Gifts, travel and entertainment
- Donations, sponsorship and philanthropy
- Political activities
- Facilitation payments
- Conflicts of interest

2. Overview of TP Global Compliance Program

Presentation of the Organization

TP’s Global Compliance Organization is a dedicated structure that stretches from senior management of the Group and the Audit and Compliance Committee of the TP SE Board of Directors to every level of the Group.

This dedicated structure ensures that the policies and procedures of our Global Compliance Program are effectively and efficiently implemented Group-wide.

The Global Compliance Organization includes the following leaders:

- Chief Compliance Officer
- Deputy Chief Compliance Officer and Chief Privacy Officer
- Global Privacy Office, including the Regional Data Privacy Officers for the UK and CEMEA region, the Americas, and Asia.

The Chief Compliance Officer and Deputy Chief Compliance Officer provide reports and updates to senior management of TP and to the Audit and Compliance Committee of the TP SE Board of Directors.
More information about the Global Compliance Organization can be found on the Group’s intranet.

Global Compliance Framework

The Global Compliance Framework encompasses TP’s compliance policies and procedures, including this Code of Conduct. The components of the Global Compliance Framework can be found on the Group’s intranet. The Chief Compliance Officer and Deputy Chief Compliance Officer and Chief Privacy Officer are responsible for the Group-wide implementation and monitoring of the Global Compliance Framework.

How to obtain information and answers; How to forward suggestions
As an employee, if you have questions, need advice or have ideas or suggestions, you can raise these with your Local Contact. Your Local Contact is one of the following people:

- Your manager
- Your contact in your local Human Resources Department or local Legal Department
- A member of the Compliance Department, including your Regional Data Privacy Officer
- A member of the Internal Audit Department

Definitions of Certain Terms used in this Code of Conduct

Corruption is dishonest, unethical or fraudulent conduct to obtain a benefit or for other improper purposes. It includes criminally-sanctioned conduct in which an individual (the corrupted person) solicits, approves or accepts a donation, offer, promise, gifts or benefit of any kind in order to perform, delay or refrain from performing an act that directly or indirectly falls within the scope of his/her individual duties. The benefits may be financial, but need not be exclusively financial.

Corruption may take various forms, ranging from influence peddling to Facilitation Payments to Bribery. The persons involved may be government officials or private individuals such as clients, suppliers or business partners. Acts of Corruption are sometimes facilitated by the use of commercial intermediaries in an attempt to hide them or conceal them from potential investigations.

Generally, there are two types of Corruption:

- active Corruption, which consists of offering someone a benefit in order to influence a decision or decision-making mechanism or in exchange for a benefit (authorization, right, supply, business, contract, financial gain, etc.);
- passive Corruption, which consists of accepting or receiving a benefit (usually money or service) in return for using one’s influence to affect a decision. Passive Corruption is not necessarily solicited, but it may be and it may include practices as serious as extortion.

Facilitation Payment is a form of Corruption in which money is paid, typically to a public or government official, to ensure the performance or acceleration of certain administrative formalities or processes.

Bribery is a common form of Corruption where cash or any other gift of value is offered to another person in return for a favorable decision or result, inaction or delayed action.
Extortion means demanding undue recompense in return for the grant of business, a contract or authorization, by exerting pressure that may range from occasional or daily demands for money to physical threats against individuals and their family.

Scope of application

This Code of Conduct applies to all of TP’s economic operations, at the local, national, regional and/or international level.

Compliance with law

TP employees must act in strict compliance with all laws applicable to them.
In the event of employment or an assignment outside your country of residence, employees also must act in strict compliance with applicable domestic law in the location of their employment or assignment. In the event of confusion, lack of understanding or doubt about the applicable law and/or its content, employees must immediately inform their Local Contact or their Regional Data Privacy Officer.

3. Principles of the Code of Conduct

Anti-corruption

At TP, all acts of Corruption, Bribery or Extortion in any form are strictly forbidden.

As a global company, TP must comply with all applicable laws relating to Corruption, Bribery and illegal payments, including the US Foreign Corrupt Practices Act, the UK Bribery Act, the French anti-corruption law known as Sapin II, and other similar anti-corruption laws in the jurisdictions where we do business. These laws generally prohibit the bribery of government officials and private individuals in the conduct of their duties. They also require that TP keep appropriate books and records, and they establish criminal and civil penalties for violations. We must always conduct TP’s business in accordance with these laws.

TP employees shall not offer or accept bribes or any other kind of improper payment, including Facilitation Payments. In addition, TP employees shall not provide or accept other objects of value such as gifts, loans, discounts or excessive hospitality expenses, or use the company’s funds to influence a decision under any circumstances. This concerns, among others, suppliers, clients, competitors, public authority representatives, political parties, individuals with political exposure, etc.

TP employees must refrain from offering, giving, promising or soliciting, either directly or through a third party, any payment or supply of services, gifts, entertainment or other benefits to obtain or retain business or a competitive advantage. In addition, TP employees shall not perform any act through a third party that they are not authorized to perform directly. These rules apply to transactions and interactions with government officials, companies and private individuals.

How to behave

Before entering into a relationship with a business partner, supplier or other third party, you must ensure that the appropriate financial and other due diligence has been conducted on that person or company. Before engaging with a business partner, supplier or other third party, please contact your local Legal Department or Regional Data Privacy Officer for guidance if you are unsure which due diligence and other procedures you must follow.

Examples:

- I have been told that hiring a local “consultant” could help us get all the necessary permits we need from a foreign government. This consultant requested a large retainer and said that he would use the money to “help move the process along”. Can I advance this retainer? Who should I contact?

No. You must not pay any retainer or any other sum until you have made sure that no improper payments are being made and you know exactly what services are being provided. You must consult with TP senior management.

- I am responsible for setting up new offices and the local authorities have requested a payment before installing our phone lines. What should I do?

You must not make this payment unless it corresponds to legitimate fees relating to phone line installation.

Payments must not be made to intermediaries unless the payments are legal, comply with the terms of a written contract, and are made following delivery of a proper invoice. No payment may be made without appropriate documentation, including evidence of the work performed, and receipts must be provided for reimbursable expenses. Payments must never be made in cash.

- I am attending an international trade show where TP is one of the exhibitors. We plan to give away TP-branded promotional materials, and I may invite some of the visitors, who may be government officials, out for drinks. Will I be in violation of anti-corruption laws?

Providing promotional materials to our clients is a legitimate expense when the materials are designed to demonstrate or explain our products and services as part of a trade show. Some anti-corruption laws and/or government policies may prevent you from providing any hospitality whatsoever to a government official, so you should ask the government official whether he or she is entitled to accept your hospitality.

Generally, no matter who your guests are, you must always be careful to ensure that the expenses are moderate and comply with the instructions in the “Gifts, travel and entertainment” section of this Code of Conduct. In all cases, you must keep a written record specifying the type of gift or hospitality and its justification, and you must ensure that the gift or hospitality cannot be considered to be given with the aim of improperly influencing a decision.

Influence peddling

Influence peddling occurs when a person offers or accepts promises, gifts or any other benefit from another person in order for the recipient to use his or her position or political influence to obtain benefits, employment, tenders or any other favorable decision, typically from a government official or public authority.

At TP, influence peddling is strictly forbidden.

How to behave

TP employees should be particularly careful, when they are working on behalf of the company in matters involving representatives of a government agency or public authority, to ensure that there is no influence peddling or other form of Corruption or Bribery.

Examples:

- I am working on an RFP for a tender abroad. I have been told that I should contact a local influential person in the country to get this tender. May I do it?

No. You must consult your Local Contact, the Legal Department of the country concerned or the Group Compliance Department to obtain advice as to how to proceed.

- I am involved in obtaining the necessary permits to build a new TP contact center abroad. I have been told that I should contact a local influential person in that country to get the permits. May I contact this person?

No. You should not contact the local person. You must consult your Local Contact, the Legal Department of the country concerned or the Group Compliance Department to obtain advice as to how to proceed.

- I am working on the acquisition of a foreign company by TP. I have been told that the services of an intermediary located in that country are compulsory as part of the procedure for getting the necessary regulatory approvals. What should I do?

You must contact your Local Contact, the Legal Department of the country concerned or the Group Compliance Department to obtain advice as to how to proceed.

Gifts, travel and entertainment

When someone receives something of value without having paid the fair market value for it, he or she has received a gift. For purposes of this Code of Conduct, travel and entertainment mean giving or receiving something of value, such as meals, drinks, admission tickets, transportation, travel costs, accommodation or allowances, without paying for it.

TP requires its employees who engage with clients, prospective clients, business partners, vendors, suppliers and other third parties to follow certain guidelines in considering offering or accepting gifts, travel and/or entertainment. TP generally permits the giving and receiving of business gifts and entertainment under the following conditions:

- they are reasonable in value and frequency;
- they are appropriate and customary business courtesies;
- they are consistent with laws and lawful business practices applicable in that jurisdiction;
- no inference can be drawn that the gift, travel or entertainment could influence either the TP employee in a business decision or the performance of his/her duties for TP, OR the business decisions of the person receiving them;
- they are proper in appearance and without risk of embarrassment or harm to the reputation of TP or of the person receiving the gift, travel or entertainment.

In all cases, you must keep a written record specifying the type of gift, travel and/or entertainment, its justification, and you must ensure that the gift, travel and/or entertainment cannot be considered to be given with the aim of improperly influencing a decision.

How to behave

TP employees should not give or accept any lavish or excessive gifts or benefits, whether monetary or non-monetary, directly or indirectly, to or from any government official, client, supplier, subcontractor or any other third party. Gifts or invitations should never influence a TP employee’s business decision or be seen as influencing the person receiving them.

Examples:

- I have been offered a gift that I think is intended to influence my decision on a TP business matter. What should I do?

Politely refuse the gift and report it to your Local Contact or your Regional Data Privacy Officer.

- As part of my job, I organize numerous meetings and trips. Now a hotel where I often book rooms for TP employees has offered me a free weekend for my parents’ wedding anniversary. Can I accept it?

No. Even if you are not personally going to benefit from the gift, accepting the offer gives the appearance of accepting a benefit to influence your business decisions and makes it difficult to remain impartial when you arrange the future hotel accommodation for TP.

Donations, contributions, philanthropy, sponsorship

Charitable donations, contributions and sponsorships are gifts given for a charitable purpose or to support a particular charitable or philanthropic cause. A charitable donation, contribution or sponsorship can be in the form of cash, services or new or used goods. It can also include emergency or humanitarian aid, development aid support, and medical care assistance.

As a responsible corporate citizen, TP believes in contributing to the communities where we work by supporting worthy charitable causes, organizations and activities through our Corporate Social Responsibility Committee.

How to behave

Any charitable donation or contribution to, or sponsorship of, a charitable cause or activity on behalf of TP must be approved in advance in writing by the Chair of the Corporate Social Responsibility Committee (csr@teleperformance.com)

When contributing to a charity or sponsoring a charitable cause or activity on behalf of TP, the Corporate Social Responsibility Committee must ensure that the recipient is a bona fide charity, appropriately registered or licensed in the local jurisdiction, and that the contribution is in line with our corporate values and policies.

Donations or contributions to, or sponsorship of, a charity associated with a government official are not permitted.

All approved charitable donations, contributions or sponsorships must be properly accounted for and accurately reported in the company’s books.

Example:

- While at a jobsite, I was approached by a local community member about giving a donation to a local charitable organization. What should I do?

You are free to give to charitable organizations on your own behalf using your own money.
If TP is being asked to donate, you should refer the request to your Local Contact or the Chair of the CSR Committee (csr@teleperformance.com) for further consideration.

Political activities

TP observes strict political, religious and philosophical neutrality.

Accordingly, TP’s policy is not to make financial contributions to political candidates, elected representatives or officials, political parties, or religious organizations.

TP respects its employees’ right to participate as individuals in the political process as long as they make sure that they do not represent TP and their activities are not viewed by others as participation by or on behalf of TP.

How to behave

If you choose to do so, participate in political activities in your own name and outside of work hours and work locations.

Never use TP premises, materials, supplies, equipment or other resources for political activities.

Do not use TP’s corporate image, logos, stationery or other TP-branded materials to support your political views.

Respect the beliefs of others.

If you participate in any political decision-making process that addresses any matter related in any way to TP, its business, industry, clients or employees, you must inform your local Legal Department or Regional Data Privacy Officer and abstain from discussion and voting on such matter.

Examples:

- I do some volunteer work for a local political candidate whose policies are very much in line with TP’s values. May I use the copy machine to run off a few flyers?

No. TP prohibits the use of company resources of any nature as well as any participation during working hours to support personal political activities.

- I am active in the local political community where I live. Do I need to disclose these activities to TP?

Disclosure is required only in certain instances. Please speak with your local Legal Department or Regional Data Privacy Officer to find out if disclosure is appropriate in your case.

-I have been asked to contribute to a political party candidate’s campaign. Am I allowed to make such donations?

Yes, as long as the donation is made on your own behalf using your own money. Donations must not be made on behalf of TP or made to benefit TP in any way.

Conflicts of interest

A conflict of interest may occur when a TP employee has a financial, business or personal interest or activity that interferes or conflicts, or appears to interfere or conflict, with TP’s best interests or reputation. There are many situations that are or could be perceived as a conflict of interest, such as:

- A situation that interferes with your duties or responsibilities to TP, or that affects your ability to act in the best interests of TP;

- A situation in which you, a family member or friend receives an improper benefit, including money, services or other gain, as a result of your position with TP;

- A situation in which you learn about a business opportunity through your position at TP and you, a family member or friend uses it for personal benefit or otherwise against TP’s best interests.

You are required to make informed business choices in the best interests of the Group. You should avoid any situation in which your personal interests, or the interests of your close friends or relatives, are -- or appear to be -- in conflict with TP’s best interests.

How to behave

When you conduct professional activities, you must act only in the best interests of TP, and refrain from benefiting or taking advantage of any situation, either directly or indirectly through a third party, for your own gain or that of others.

You must identify actual and potential conflicts of interest in advance, and comply strictly with the procedures provided for by TP in specific areas of operation, such as procurement, subcontracting and business development. You must also comply with the regulations that apply in your country or the country concerned.

You must disclose in writing to your manager and local Legal Department all your outside interests or those of your family members that create, or could appear to create, a conflict of interest.

Avoid using TP resources for personal gain or benefit of any kind. This includes TP office equipment, materials, time, resources and/or intellectual property.

Examples:

- While performing my job, I discovered a great business opportunity that may be worth a lot of money. May I take the opportunity for myself?

If the opportunity is within TP’s line of work or related to a TP business partner or supplier, you must disclose the opportunity to your manager, local Legal Department or Regional Data Privacy Officer and follow their advice.
You must avoid outside jobs or employment that could affect your performance at TP. If you are unsure, seek the advice of your Local Contact.

- My spouse works for one of TP’s competitors. We don’t talk about work at home, and I cannot see what my spouse does in his or her professional life. Yet some of my colleagues have suggested I am in a compromising situation. What should I do?
This could create the appearance of a conflict of interest. To protect both yourself and the company, you should disclose the facts to your manager, local Legal Department or Regional Data Privacy Officer.
In addition, you and your spouse should take steps to ensure that confidential or proprietary information of both companies is protected and not disclosed to the other party. For example, you should not share your TP log-in or password with your spouse or anyone else.

Anti-money laundering

Money laundering is the concealment of the origin or source of illegally obtained money or property, or the process of making illegally-gained proceeds appear to be legal. Money laundering also includes assisting with the placement, concealment or conversion of direct or indirect proceeds of a crime or offense. Reverse money laundering is the process of disguising a legitimate source of funds that are to be used for illegal purposes.

At TP, money laundering and reverse money laundering are strictly forbidden.

TP employees must ensure that TP does not receive or assist in any way with the proceeds of any criminal activity. This could constitute a criminal offense of money laundering or reverse money laundering.

Payments must not be made to intermediaries unless the payments are legal, comply with the terms of a written contract and are made following delivery of a proper invoice. No payment may be made without appropriate documentation, including evidence of the work performed. Receipts must be provided for reimbursable expenses. Payments must never be made in cash.

How to behave

TP employees must be alert to any unusual or suspicious activity or signs of money laundering and report this to the Group Finance Department in Paris.
When dealing with suppliers, do not wire funds to an account outside the supplier’s country of activity or to a third-party bank account. Do not make payments in a manner that is outside the normal course of business and do not split payments between different bank accounts.

When receiving money from clients, be alert to payments from multiple bank accounts, from a bank account located in a tax haven, from foreign bank accounts outside the client’s country of activity, an early payment outside the normal course of business, as well as payments made in cash. You must report any such activity to the Group Finance Department in Paris.

Example:

- I was asked by a long-standing supplier to pay a portion of the supplier’s invoice by wiring funds to a bank account in the name of someone other than the supplier. What should I do?

You must immediately bring this unusual request to the attention of the Group Finance Department in Paris and follow their advice.

4. Enforcement of the TP Code of Conduct; Disciplinary sanctions

Any TP employee who has attempted to breach or has breached this Code of Conduct, whether by negligence or willful misconduct, will be subject to disciplinary sanctions in accordance with applicable laws and regulations, including administrative measures and criminal penalties, as well as disciplinary sanctions provided for in the Internal Regulations of the company of which he or she is an employee or corporate officer.

5. Ethics Hotline and Protection of whistleblowers

TP encourages a culture of openness where each person may raise concerns and views about our Code of Conduct and be confident that they will be heard by management. We are all responsible for ensuring the application of and compliance with this Code of Conduct. We understand that you may have concerns about certain practices and need advice and guidance in order to make sure that you comply with this Code of Conduct.

If you need guidance on any topic related to this Code of Conduct, please contact your manager. If you believe that informing your manager may present difficulties or that the reported irregularity would not result in appropriate follow-up, the Ethics Hotline is another method for reporting potential breaches. There are several ways of reporting suspect behavior:

1. Contact one of the following people:

- Your local Chief Human Resources Officer
- Your local Chief Legal Officer
- Your Regional Data Privacy Officer
- The Chief Executive Officer for your country
- The Regional Chief Executive Officer for your region

2. Use the Ethics Hotline: We encourage TP employees to use the Ethics Hotline to report when they personally, acting in good faith, reasonably and selflessly, believe that wrongful business conduct has taken place, is taking place or is about to take place. Reports made through the Ethics Hotline will be investigated in accordance with the procedures set forth in the Global Ethics Hotline Policy.

No retaliation will be made against anyone who in good faith, reasonably and selflessly reports wrongful business conduct through the Ethics Hotline, subject to the terms of the Ethics Hotline Policy and applicable laws and regulations. Any employee who reported through the Ethics Hotline and believes he or she is being subjected to retaliation should report this via the Ethics Hotline.

Reports will be treated with confidentiality within the limits of the law.
The Global Ethics Hotline Policy and information about the Global Ethics Hotline are available on the Group intranet.