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Corporate Criminal Offence (Anti-Facilitation of Tax Evasion) Policy

1. Introduction

The Rebound Group, together with its subsidiaries and affiliates ( the “Rebound Group”) is dedicated to conducting its business in strict compliance with all applicable laws and regulations. This commitment includes abiding by the requirements of Part 3 of the Criminal Finances Act 2017 (the “Criminal Finances Act”) that took effect from 30 September 2017.

The Criminal Finances Act introduced the Corporate Criminal Offence (“CCO”) of failing to prevent the facilitation of tax evasion by another person. The Rebound Group unequivocally condemns any form of tax evasion worldwide and will not engage in or be associated with any activities that facilitate tax evasion.

2. Definitions

a. “Associated person”: The definition of associated person includes any individual or entity that could be perceived as acting for or on behalf of the Rebound Group, such as employees, agents, and contractors, regardless of their location.

b.“CCO”: The Criminal Finances Act introduced the CCO of failing to prevent the facilitation of tax evasion by another person. For this offence to apply, three conditions must be met: i. There is criminal tax evasion by another party; ii. There is the criminal facilitation of that evasion by an associated person, i.e. a person acting for or on behalf of the Rebound Group; iii. The Rebound Group failed to prevent that facilitation.

As an example, the following activities could constitute the criminal facilitation of tax evasion:

An employee agrees to make payments into a bank account in a different name or location than that of the recipient, knowing that the intention of the recipient is to evade taxes.
An employee agrees to accept an invoice that includes an inaccurate description of the goods or services to be provided, knowing that the mis-description is a mechanism to evade tax.
An agent acting on behalf of the Rebound Group falsifies image rights documentation so that the payer can receive funds without tax deduction.

c. “Tax evasion”: Deliberate attempts to not pay taxes owed.

3. Purpose

If circumstances leading to the CCO arise, the relevant Rebound Group company could face criminal conviction, potentially unlimited fines, and severe reputational damage. The only defence against such liability is the presence of reasonable prevention procedures in place at the time.

The implementation and compliance monitoring of this CCO (Anti-Facilitation of Tax Evasion) Policy (the “Policy”) play a crucial role in establishing the required reasonable procedures. These processes must be adopted and followed by everyone who works for or provides personal services to the Rebound Group (including employees, contractors, agency workers, agents, and any persons acting on behalf of the Rebound Group). The purpose of this Policy is to:

Define the responsibilities of the Rebound Group and those working for or on its behalf concerning the non-facilitation of tax evasion.
Provide guidance to those working for or on behalf of the Rebound Group on identifying and addressing potential tax evasion issues.
Establish the Rebound Group’s compliance procedures regarding potential tax evasion offenses and their facilitation.

This Policy outlines the minimum standards and requirements expected to be adhered to by the Rebound Group, reserving the right to amend it at any time. In cases where local laws or customs require a higher standard of conduct, the Rebound Group shall comply with such higher standards and act in accordance with all applicable local laws.

4. Roles and Responsibilities

This Policy is issued by the Board of Directors (the “Board”) of the Rebound Group.

The Policy undergoes an annual assessment for any necessary changes, with any modifications subject to approval by the Board of Rebound Group and the Group Chief Executive. Each business unit Director within the Rebound Group is responsible for ensuring the compliance of all companies within their business unit with this Policy.

The Board requires senior management to confirm annually that legal and compliance policies, including this policy, have been effectively communicated to their direct reports, and that they are not aware of any breaches of such policies.

This Policy is accessible on the Rebound Group’s internal directory and the corporate website, ensuring its availability to all employees, suppliers, customers, and stakeholders.

5. Risk Assessment

As part of the ongoing risk assessment processes and in collaboration with the Rebound Group Risk and Insurance team, each business unit will assess and identify areas within their business unit where there is a risk of facilitating tax evasion in day-to-day operations. This assessment shall include an evaluation of the level of risk associated with the countries in which they operate, considering motives, opportunities, and means to facilitate tax evasion by associated persons, and devising strategies to remove or mitigate such risks.

The results of these risk assessments will be documented and reviewed at least annually by the Board to identify any necessary amendments or improvements to business processes, or enhanced training required to counter tax evasion risks effectively.

6. Due Diligence

a. Customers and Suppliers:

In relation to CCO risk, each business unit must carry out effective due diligence into the backgrounds of new customers and suppliers.

Enhanced due diligence must be conducted for operations in countries with an enhanced country risk of CCO-type evasion or when specific counterparty risks are identified. Higher risk countries include those deemed “non-compliant” for tax transparency purposes by the OECD or countries considered high risk and non-cooperative by the Financial Action Task Force or those ranking low in the Corruption Perceptions Index published by Transparency International.

Examples of increased counterparty risk include prosecutions or accusations related to tax evasion or other criminal conduct (e.g., corruption). In such cases, heightened background checks, possibly involving third-party assistance, should be conducted.

The CCO Policies will be communicated to suppliers and customers through the corporate website.

b. Mergers, Acquisitions, and Joint Ventures:

Due diligence for mergers and acquisitions will include a review of the CCO culture and compliance of the target entity. Background due diligence and appropriate representations and warranties will be included in any sale documentation. In the case of Joint Ventures, the Shareholder Agreement will contain provisions ensuring compliance with applicable laws and the CCO Policies while conducting Joint Venture business.

It is crucial to note that even when acquiring assets as part of an acquisition or merger, continuing prior practices of the acquired business that conflict with relevant laws may constitute misconduct on the part of the Rebound Group.

7. Ongoing Monitoring and Assessment

Recognising the dynamic nature of counterparties and transactions, and in addition to the due diligence outlined in section 6, business units and employees must remain vigilant in monitoring and regularly assessing whether risks associated with transactions/arrangements involving associated persons have changed. Monitoring should include identifying and acting upon “red flags” such as unusual payment requests, requests for payment in cash, deviations from expected customs codes, or complex supply chain arrangements without clear justification.

The monitoring and review of compliance with the CCO Policies will be conducted in accordance with the processes outlined in this Policy.

8. Training

Face-to-face or online training on the CCO Policies will be conducted with relevant management and personnel throughout the Rebound Group as needed and upon the acquisition of new businesses. New employees for whom CCO Policy training is relevant will also receive training upon joining the Rebound Group.

9. Waivers and Amendments

Any waivers of the provisions of this policy may only be granted by the Chief Executive (“CEO”) or Chief Financial Officer (“CFO”).

Any amendments to this Policy may only be made with approval by the Board of Rebound Group on the recommendation of the CEO and CFO

27th July 2023