31 March 2014 Corporate Policy No: CP1-009 Issue 1 Gifts and Entertainment Description The Jaguar Land Rover group of companies (together JLR) is committed to undertake business fairly with honesty and transparency. This commitment must be reflected in every aspect of our business conduct. This JLR Gifts and Entertainment (G&E) Policy provides guidelines for business related gifts and entertainment given or received by JLR and those acting on JLR s behalf and sets out the limits and standards to be applied throughout JLR. This Policy aims to set the spirit of what is allowable with regard to gifts and entertainment. It is not possible to give an exhaustive list of every possible scenario. JLR expects a common-sense and practical approach to be adopted in the interpretation of this Policy. Further guidance is available in the attachments and proformas referenced at the end of this Policy. When following this Policy always consider: Would I be comfortable accepting the courtesy if it came to the attention of JLR executives, Tata Motors management or the general public? Statement JLR may provide or accept General Business Courtesies if the following are all adhered to: Gifts are occasional and do not exceed the value of 100 Euros Costs associated with General Business Courtesies are limited to reasonable expenses Business partners are present for the duration of the meal/event Extra caution must be exercised when entertainment is offered by a supplier during a tender process or where it is envisaged a conflict of interest may arise. In these circumstances the entertainment should be politely refused JLR employees offering or accepting the gift/entertainment would be comfortable to discuss the matter with JLR executives and Tata Motors management Gifts/entertainment offered or accepted is without any expectation of reciprocity and All gifts and entertainment given and received must be recorded in the G&E Register, except those specifically exempt (see section on recording below) General Business Courtesies includes appropriate gifts, meals and entertainment. JLR personnel must require all consultants, agents, importers, dealers and other representatives acting on behalf of JLR, to comply with the terms of this Policy. Failure to comply with this Policy will lead to disciplinary action, including potential dismissal from the Company. You should refer to this Policy before you offer or accept a gift or any form of hospitality. Gifts and Entertainment may sometimes be disguised bribes or interpreted as such. It is of paramount importance that JLR personnel can determine what are genuine and appropriate gifts and hospitality. JLR has a zerotolerance approach to bribery and corruption (Please refer to Policy CP1-008 Anti-Bribery and Corruption ). Public Officials Gifts or entertainment must not be offered to, or accepted from Public Officials, without prior authorisation from your Line Manager, Legal Counsel / Group Compliance Team and a LL4 Director/Senior Manager. At National Sales Companies (NSCs) where there is no local Legal Counsel, the matter should be referred to your local HR representative. If you need further guidance, consult the Group Compliance Team. Document retention 25.05 R+10. Page 1
Public Officials include, but are not limited to, individuals performing public functions in a national, local or municipal government or for any public agency, or professionals exercising public functions in state owned enterprises. In the event that General Business Courtesies are extended to/by these individuals, they must comply with this policy and be recorded. Meals and Entertainment JLR employees may give and accept reasonable and appropriate entertainment for legitimate business purposes. We appreciate that normal business practices in certain regions may include holding meetings over lunch and dinner. As such there are no specific restrictions as to the number of business related meals JLR personnel can attend/offer. Entertainment may only be offered or accepted if it is occasional, business related and reasonable. There are no specific thresholds for entertainment. Entertainment is reasonable if it would not be deemed excessive in a local business context. There is no rule that fits all situations. Use your judgement and when in doubt seek guidance from your line manager, your Legal Counsel or Group Compliance Team. Where it is felt that entertainment may give rise to an actual or perceived conflict of interest it should be politely refused. Regular reviews will be carried out of the G&E Register, including tests of completeness. Where these reviews identify cases of excessive or inappropriate gifts or entertainment, these will be investigated and may lead to disciplinary actions. When giving/receiving entertainment the following conditions must be satisfied: The entertainment must be business related The business partner must be present throughout the duration JLR s independence must not be compromised You must record all entertainment (both given and received) for review by our auditors if required Any social gathering or interaction must be conducted in locations/establishments generally recognised as appropriate for the conduct of business and Sound business principles must not be compromised Domestic Travel Giving or receiving domestic travel (excluding airline travel) may be acceptable if it is reasonable in the circumstances, directly business related and is compliant with general guidance on business courtesies. In the event you are offered or are offering domestic travel, you should first speak to your Line Manager, HR Manager or the Group Compliance Team to check you are acting in line with the spirit and letter of this Policy. Rejection of Out of Policy Gifts / Entertainment If you are offered a gift from a business partner that contravenes this Policy please act as follows: If possible, reject the gift If this is not possible, due to (for example) cultural sensitivity, inform your Line Manager and Local HR contact and make an official record of the gift Thereafter, store the gift in a secure on-site location and make arrangements to donate the item to a recognised charity (or a suitable alternative), following approval of your local HR contact and The Group Compliance Team Non Compliance Compliance with this Policy will be reviewed as part of JLR Audit and Business Assurance / Compliance Activities. Each Operational Head should establish a process for maintaining a G&E Register and promote a culture of transparency. To report a concern (in confidence) or to seek further guidance on the application of the JLR Anti-Bribery and Corruption Policy please refer to: The Office of General Counsel Group Compliance Team via legalcom@jaguarlandrover.com or conrep@jaguarlandrover.com. Document retention 25.05 R+10. Page 2
Deployment This Policy is applicable, but not restricted to, all personnel of JLR, contractors, agency and third parties either directly or indirectly associated with JLR. It expressly includes all JLR group companies. The G&E Policy applies to business transactions affecting JLR and is not intended for personal gifts and entertainment that have no correlation to business transactions (unless these give rise to an actual or perceived conflict of interests). Appendices Appendix 1: Examples of Prohibited Gifts/Entertainment Appendix 2: Recording of Gifts/Entertainment Appendix 3: Frequently Asked Questions Document retention 25.05 R+10. Page 3
Appendix 1. Examples of Prohibited Gifts/Entertainment The following examples are expressly prohibited. You must not give/accept/offer: Gifts/entertainment where the intention of the gift/hospitality is to carry favour or influence, or appear to influence, a specific business decision/outcome Gifts of cash or cash equivalents (including loans, gift vouchers, mementos or souvenirs in the form of currency, etc.) Airline travel gifted by or to a business partner Overnight accommodation in the course of business activities (instead contact JLR travel department to coordinate an overnight stay) Gifts that do not form part of a normal sales promotion and are excessive in value (e.g. expensive watches) Entry to adult entertainment clubs or other adult/inappropriate events Retirement or farewell gifts given to personnel at JLR s expense Any type of discount not available to all Company employees and/or the general public Tickets for an event (such as athletic, theatrical or cultural) if the supplier does not attend; or Gifts/entertainment that violate JLR s Code of Conduct. Document retention 25.05 R+10. Page 4
Appendix 2. Recording of Gifts/Entertainment All gifts and entertainment must be recorded in accordance with the G&E pro-forma template. The guidance notes and information to be completed is contained therein. Each Operational Director is responsible for ensuring that the G&E Register is maintained and up to date. This can be delegated to a nominated individual within the department, but ultimate responsibility rests with the Operational Director. Recording of Gifts All gifts (both in policy and out of policy/given and received) need to be recorded on the G&E Register. Where prior approval is required due to it relating to a Public Official the appropriate approval form must also be evidenced. Recording of Entertainment/Business Courtesies All forms of entertainment/courtesies both given and received (including, events, concerts, etc.) must be recorded in the G&E register. Where prior approval is required due to it relating to a Public Official, the appropriate approval form must also be evidenced. The exception to this is normal business meals which do not need to be registered on the G&E Register, as long as they are reasonable and are for genuine business reasons. Normal business meals must: Be reasonable in terms of spend Have the supplier/third party present Must relate to the course of business Must not include additional entertainment. (For example, if a normal business meal includes a sporting event, guest speakers, theatre or any other form of entertainment, this is then classed as receiving/giving entertainment and therefore must be registered on the G&E Register.) Where normal business meals become too frequent and may give rise to a potential conflict of interest, such meals should be politely refused. If in doubt, seek guidance from your line manager, Legal Counsel or The Compliance Team. Document retention 25.05 R+10. Page 5
Appendix 3. Frequently Asked Questions Q1. Do both internal and external gifts and entertainment need to be recorded? Only external gifts and entertainment need to be recorded for the purposes of the JLR Code of Conduct and G&E Policy. Q2. What should I record in a Gifts & Entertainment Register? Please use the standard pro-forma to record all Gifts and Entertainment given and received (except those exempted above). Q3. How do I decide whether I can keep the received gifts? How do I handle the inappropriate gifts I have received? You can keep the received gifts if they comply with JLR s G&E Policy and they are registered on the JLR G&E register. The JLR G&E Policy and this FAQ set the spirit of what is allowable. However it can never be an exhaustive list of every possible scenario. Should you have any questions about the value or nature of a gift, please consult your Line Manager or Group Compliance Team. JLR personnel should politely decline or return excessive (more than 100) or inappropriate (e.g. cash or cash equivalent) gifts from our business partners. When there are special reasons (for example, the gifts were unanticipated or cannot be refused on site), the employee who received the gift shall inform their Line Manager and Group Compliance Team, and pass the gift to their Human Resource Department immediately. Q4: What are examples of gifts and circumstances which are NOT acceptable / permitted? Gifts with a value over 100, such as expensive watches Gifts of cash or cash equivalent, such as vouchers or loans Mementos or souvenirs in the form of currency Any type of discounts which are not available to all Company personnel and or the general public Tickets for an event (such as sports, theatrical or cultural), if the supplier does not attend Attendance at adult entertainment clubs, or other non-appropriate events Retirement or farewell gifts given to personnel at the Company's expense In general, gifts which are intended to influence a decision or attain an advantage, or are offered with the intention to receive something in return, are not acceptable. Q5: Do I need to register all entertainment? E.g. refreshments / work meals? No. Meals during and outside of working hours are acceptable, so long as they satisfy the criteria noted in the policy for normal business meals. These meals do not need to be recorded. Generally, anything in excess of the above (e.g. if the meal is accompanied by an event such as rugby, concert, etc,) is regarded as entertainment and should be recorded in a G&E Register. If in doubt, keep a record in a G&E Register and seek guidance from your Line Manager or Group Compliance Team. Q6: What is reasonable when giving or receiving entertainment? The JLR Code of Conduct and G&E Policy do not establish specific thresholds for entertainment. Entertainment is Reasonable if it would not be deemed excessive in a local business context. There is no rule that fits all situations. Entertainment may only be offered or accepted if it is occasional, business-related and reasonable. Otherwise, you are required to obtain your line manager s prior approval. Use your judgement and when in doubt seek guidance from your Line Manager or Group Compliance Team. Document retention 25.05 R+10. Page 6
Q7: Are there any circumstances in which it is acceptable to give or receive a cash gift? No. JLR personnel must never offer or accept gifts of cash or cash equivalents such as loans or shopping vouchers. Q8: What if I fail to comply (either intentionally or unintentionally) with the G&E Policy Non-compliance will be dealt with in the strictest manner. The G&E policy is an important aspect of our adequate procedures defence under the UK Bribery Act 2010; therefore it is essential that all personnel of JLR, contractors, agency, and third parties either directly or indirectly associated with JLR engage in the full spirit of the G&E Policy. Where there are concerns about any malpractice this should be raised through the Confidential Reporting channels. Document retention 25.05 R+10. Page 7