Supplier Code of Conduct
Your commitment during negotiations with or on behalf of Clear Channel:
An ethical and responsible business partner.
ZERO TOLERANCE FOR BRIBERY
Refrain from making offers or solicitations, directly or indirectly, of benefits of any kind (including gifts, favors or any other advantage or "thing of value"), or cash payments to induce the recipient or any other person to act improperly in the performance of their duties or to reward them for having acted improperly in order to achieve personal gain or a commercial or similar advantage; on behalf of Clear Channel that could violate any bribery and corruption law or that could bring Clear Channel into disrepute or cause it to pay a penalty.
Please ensure that any gifts, hospitality, leisure, donations or sponsorships that may be accepted or given by Clear Channel employees are subject to appropriate anti-corruption checks.
Ensure that any gifts or hospitality offered within a reasonable limit are transparent and traceable (e.g., sent to the recipient's workplace and not to their personal address).
Make sure you properly train and equip all your employees, agents and contractors to fight against the risks of corruption and bribery in our sector.
Refrain from offering any personal incentives to public officials during any negotiation or similar, and ensure that any negotiation with officials is transparent, fair, and properly recorded.
Please let us know if you suspect any bribery or corruption that may occur in any transaction with Clear Channel.
START AT THE TOP
Demonstrate your commitment to ethical work through visible leadership support, secure whistleblowing channels, policies, procedures, and training.
Properly have, maintain, and publish reporting procedures so that your employees can express any doubts or report or condemn any violation of economic crime legislation, without fear of reprimand and in accordance with applicable laws.
Disclose in writing any direct or indirect Conflict of Interest (personal, professional, financial, or other interest), including management, commissions, and interests or a Close Personal Relationship1, that could interfere in any way with your engagement with Clear Channel or that could appear to be a conflict of interest.
ADEQUATE PROCESSES TO PREVENT ECONOMIC CRIMES
Develop appropriate procedures to prevent bribery, corruption, theft, fraud, tax evasion, money laundering or insider trading.
Comply with our tax principles and ensure that your tax commitments are in accordance with applicable law, implement good tax governance, and properly represent the value of your transactions with Clear Channel.
Maintain all necessary current authorizations and approvals, including any active (and current) certificates to carry out commitments with Clear Channel in accordance with the law.
FAIR RELATIONS WITH THIRD PARTIES
Conduct due diligence on third parties acting on behalf of Clear Channel in proportion to the risk involved and comply with applicable sanctions rules.
When you hire a third party to act on behalf of Clear Channel who has been convicted of an economic crime or who could damage Clear Channel's reputation, do so only with Clear Channel's strict written consent.
Manage relationships to minimize and control the risk of economic crime; ensure that any third party you have contracted on behalf of Clear Channel has accepted the Securities in this Code and maintains relationships that do not violate any antitrust, competition, or economic crime laws.
RELIABLE RECORDS AND BOOKS
Promote commercial accountability, transparency and confidentiality through its systems and records.
Disclose reimbursement, fee and cost arrangements you have with Clear Channel as required by law, providing Clear Channel with transparent information about your company's financial and economic ownership circumstances and structure to help us meet our due diligence obligations.
Maintain records of contracts with advertising agencies and advertisers that have been entered into on behalf of Clear Channel.
FAIR COMPETITION
Act competently in accordance with the relevant competition law where you conduct business; Avoid engaging in any illegal or abusive behavior or exploiting any customer or supplier in a way that could unlawfully limit competition under applicable law.
Protect Clear Channel's confidential and proprietary information (including any sensitive non-public strategy or business information) to which you have access, from competitors or other third parties, and refrain from sharing Clear Channel's or its competitor's confidential information or exploiting our relationship to gain an unfair competitive advantage.
Please inform Clear Channel of any leaks of your information that you believe has not been authorized by Clear Channel and respect Clear Channel's intellectual property rights such as any of its inventions, innovations, developments, concepts, trade secrets, patents, copyrights and trademarks, and refrain from reproducing images of street furniture and/or Clear Channel trademarks in any media without Clear Channel's prior written consent.
1 Close personal relationships include, for example, those with your partner or husband/wife, children, parents, siblings, relatives or other close relatives and friends as well as past or present business partners (including business partners, companies or charities).
Transparent, honest and responsible transactions.
ACCURATE AND COMPLETE FINANCIAL STATEMENTS
Comply with your tax reporting commitments in accordance with applicable law and international standards by maintaining management accounts and financial statements that fairly present the company's financial conditions and results for all purposes, without containing any false statements or omissions that could be considered misleading and ensure that you comply with your tax obligations in accordance with the jurisdiction in which you operate and that you present the true statement of your tax matters when required.
PROPER AND ACCURATE REVIEW OF FINANCIAL OBLIGATIONS
Ensure a good separation of duties for all key tasks with appropriate management review and authorization.
EFFECTIVE INTERNAL CONTROLS AND PROCESSES FOR FINANCIAL REPORTING
Implement, evaluate, and control the scope and operational effectiveness of the control environment in relation to recording processes and financial reporting.
COMPLIANCE WITH LOCAL AND INTERNATIONAL LAWS AND COMPANY POLICIES
Comply with all applicable laws, regulations, and policies regarding financial controls.
SUFFICIENT DOCUMENTATION
Record information and keep evidence to support the operation of controls and the existence of figures in your financial records.
MANAGEMENT RESPONSIBILITY
Make sure your boss is held accountable and attests to the effectiveness of their controls and accuracy of their numbers.
Protection of the data we use.
NECESSARY, ACCURATE, RELEVANT AND APPROPRIATE PERSONAL DATA
Please ensure that you do not collect too much personal data from Clear Channel and ensure that the Clear Channel personal data collected is suitable and relevant for its intended purposes and that it is accurate and current.
Only process sensitive Clear Channel personal data in limited cases and with our express written consent; where necessary in connection with legitimate complaints or regulatory requirements; or when we have already made the information public.
Supplier Code of Conduct
Your commitment during negotiations with or on behalf of Clear Channel:
An ethical and responsible business partner.
ZERO TOLERANCE FOR BRIBERY
Refrain from making offers or solicitations, directly or indirectly, of benefits of any kind (including gifts, favors or any other advantage or "thing of value"), or cash payments to induce the recipient or any other person to act improperly in the performance of their duties or to reward them for having acted improperly in order to achieve personal gain or a commercial or similar advantage; on behalf of Clear Channel that could violate any bribery and corruption law or that could bring Clear Channel into disrepute or cause it to pay a penalty.
Please ensure that any gifts, hospitality, leisure, donations or sponsorships that may be accepted or given by Clear Channel employees are subject to appropriate anti-corruption checks.
Ensure that any gifts or hospitality offered within a reasonable limit are transparent and traceable (e.g., sent to the recipient's workplace and not to their personal address).
Make sure you properly train and equip all your employees, agents and contractors to fight against the risks of corruption and bribery in our sector.
Refrain from offering any personal incentives to public officials during any negotiation or similar, and ensure that any negotiation with officials is transparent, fair, and properly recorded.
Please let us know if you suspect any bribery or corruption that may occur in any transaction with Clear Channel.
START AT THE TOP
Demonstrate your commitment to ethical work through visible leadership support, secure whistleblowing channels, policies, procedures, and training.
Properly have, maintain, and publish reporting procedures so that your employees can express any doubts or report or condemn any violation of economic crime legislation, without fear of reprimand and in accordance with applicable laws.
Disclose in writing any direct or indirect Conflict of Interest (personal, professional, financial, or other interest), including management, commissions, and interests or a Close Personal Relationship1, that could interfere in any way with your engagement with Clear Channel or that could appear to be a conflict of interest.
ADEQUATE PROCESSES TO PREVENT ECONOMIC CRIMES
Develop appropriate procedures to prevent bribery, corruption, theft, fraud, tax evasion, money laundering or insider trading.
Comply with our tax principles and ensure that your tax commitments are in accordance with applicable law, implement good tax governance, and properly represent the value of your transactions with Clear Channel.
Maintain all necessary current authorizations and approvals, including any active (and current) certificates to carry out commitments with Clear Channel in accordance with the law.
FAIR RELATIONS WITH THIRD PARTIES
Conduct due diligence on third parties acting on behalf of Clear Channel in proportion to the risk involved and comply with applicable sanctions rules.
When you hire a third party to act on behalf of Clear Channel who has been convicted of an economic crime or who could damage Clear Channel's reputation, do so only with Clear Channel's strict written consent.
Manage relationships to minimize and control the risk of economic crime; ensure that any third party you have contracted on behalf of Clear Channel has accepted the Securities in this Code and maintains relationships that do not violate any antitrust, competition, or economic crime laws.
RELIABLE RECORDS AND BOOKS
Promote commercial accountability, transparency and confidentiality through its systems and records.
Disclose reimbursement, fee and cost arrangements you have with Clear Channel as required by law, providing Clear Channel with transparent information about your company's financial and economic ownership circumstances and structure to help us meet our due diligence obligations.
Maintain records of contracts with advertising agencies and advertisers that have been entered into on behalf of Clear Channel.
FAIR COMPETITION
Act competently in accordance with the relevant competition law where you conduct business; Avoid engaging in any illegal or abusive behavior or exploiting any customer or supplier in a way that could unlawfully limit competition under applicable law.
Protect Clear Channel's confidential and proprietary information (including any sensitive non-public strategy or business information) to which you have access, from competitors or other third parties, and refrain from sharing Clear Channel's or its competitor's confidential information or exploiting our relationship to gain an unfair competitive advantage.
Please inform Clear Channel of any leaks of your information that you believe has not been authorized by Clear Channel and respect Clear Channel's intellectual property rights such as any of its inventions, innovations, developments, concepts, trade secrets, patents, copyrights and trademarks, and refrain from reproducing images of street furniture and/or Clear Channel trademarks in any media without Clear Channel's prior written consent.
1 Close personal relationships include, for example, those with your partner or husband/wife, children, parents, siblings, relatives or other close relatives and friends as well as past or present business partners (including business partners, companies or charities).
Transparent, honest and responsible transactions.
ACCURATE AND COMPLETE FINANCIAL STATEMENTS
Comply with your tax reporting commitments in accordance with applicable law and international standards by maintaining management accounts and financial statements that fairly present the company's financial conditions and results for all purposes, without containing any false statements or omissions that could be considered misleading and ensure that you comply with your tax obligations in accordance with the jurisdiction in which you operate and that you present the true statement of your tax matters when required.
PROPER AND ACCURATE REVIEW OF FINANCIAL OBLIGATIONS
Ensure a good separation of duties for all key tasks with appropriate management review and authorization.
EFFECTIVE INTERNAL CONTROLS AND PROCESSES FOR FINANCIAL REPORTING
Implement, evaluate, and control the scope and operational effectiveness of the control environment in relation to recording processes and financial reporting.
COMPLIANCE WITH LOCAL AND INTERNATIONAL LAWS AND COMPANY POLICIES
Comply with all applicable laws, regulations, and policies regarding financial controls.
SUFFICIENT DOCUMENTATION
Record information and keep evidence to support the operation of controls and the existence of figures in your financial records.
MANAGEMENT RESPONSIBILITY
Make sure your boss is held accountable and attests to the effectiveness of their controls and accuracy of their numbers.
Protection of the data we use.
NECESSARY, ACCURATE, RELEVANT AND APPROPRIATE PERSONAL DATA
Please ensure that you do not collect too much personal data from Clear Channel and ensure that the Clear Channel personal data collected is suitable and relevant for its intended purposes and that it is accurate and current.
Only process sensitive Clear Channel personal data in limited cases and with our express written consent; where necessary in connection with legitimate complaints or regulatory requirements; or when we have already made the information public.
LEGALITY, TRANSPARENCY AND RESPECT FOR THE RIGHTS OF INTERESTED PERSONS
Ensure that Clear Channel's personal data is processed lawfully and only to comply with mutual contractual obligations; or to pursue Clear Channel's legitimate interests2.
Provide Clear Channel with a Privacy Notice that clarifies how Clear Channel's personal data is processed, or if you are not a company located in the EU (European Union) provide adequate protection that is equivalent to the protection levels of the GDPR3 and assist Clear Channel in carrying out Data Subjects requests in relation to the Clear Channel personal data it holds.
USE PERSONAL DATA FOR LIMITED PURPOSES
You only process Clear Channel personal data for specific, explicit and legitimate purposes and do not sell, rent or lease Clear Channel personal data.
STORE PERSONAL DATA ONLY FOR AS LONG AS NECESSARY
Return or destroy Clear Channel personal data when it is no longer necessary for the purposes for which it was retained, considering the amount, nature, and sensitivity of such Clear Channel personal data and the potential risk of harm due to unauthorized use or disclosure.
Please use pseudonyms or anonymity when using Clear Channel personal data where possible and appropriate (e.g. by aggregating personal data collected for statistical or research purposes).
PROTECT PERSONAL DATA DURING TRANSFERS
Only share Clear Channel personal data in accordance with your contract with us.
You only submit Clear Channel personal data overseas (in connection with your legitimate business interests or for legal reasons) in jurisdictions that are deemed to have an adequate level of protection for personal data by the country in which you operate. In the absence of an adequate level of protection, please ensure that such submissions are made only under a contract that ensures adequate and accurate protection and if you have our consent and under no other circumstances send Clear Channel personal data to any third party without our express written consent.
PRECISE SECURITY
Respect the confidentiality, integrity, and security of Clear Channel's personal data and have appropriate organizational, security, technical, and physical measures in place to protect the security of Clear Channel's personal data to:
– Maintain its integrity and confidentiality.
– protect against unauthorized access, misuse or publication, as well as unauthorized modification or unlawful loss or destruction.
2 Where such interests are not overridden because the processing would prejudice the interests or fundamental rights and freedoms of the individual concerned.
3 For example, for European companies, a suitability determined by the European Commission and under standard contractual terms adopted by the European Commission.
Security of our information and systems.
INFORMATION RISK MANAGEMENT
Have a management-backed information security management and governance system in place and have a rigorous process in place to consistently and effectively manage information security risk.
CONFIDENTIALITY, INTEGRITY AND AVAILABILITY
Please treat any Clear Channel information asset in accordance with established procedures that satisfy Clear Channel's regulatory and legislative requirements, as well as applicable data protection laws and Clear Channel's Information Security Policy Framework and comply with any reasonable additional security requirements provided by Clear Channel from time to time.
Treat Clear Channel information assets that you process that are not expressly classified as "sensitive" information in accordance with Clear Channel's Information Management and Classification Policy.
Immediately inform Clear Channel of any changes to your methods of doing business that could affect the performance of your obligations under the existing agreement with Clear Channel; and/or any significant requirements that exist and ensure that at the end of the agreed retention period or termination of your contract with Clear Channel, the information assets are:
– securely sent to Clear Channel or another formally designated entity; or
– disposed of safely and with adequate evidence of their destruction and safe disposal.
INDIVIDUAL RESPONSIBILITY
Ensure that all personnel processing Clear Channel information assets:
– Be personally responsible; and
– Have the appropriate knowledge and experience to perform their job properly.
INFORMATION SECURITY BY DESIGN
Use comprehensive, role-based access controls (or an equivalent method) for Clear Channel information assets:
- Periodically review access to Clear Channel's information assets, documenting such review.
- Maintain the confidentiality, integrity, and appropriate availability of Clear Channel's information assets at all times, ensuring that:
– Be precise.
– Are protected against illegal or unauthorized access.
– Are covered by adequate business continuity and a disaster recovery system.
– Are regularly assessed to identify and manage security control gaps.
- Protect all facilities where Clear Channel information assets are processed from unauthorized access, including proper anomaly detection, and destroy Clear Channel information assets that are no longer needed securely so that they cannot be recovered.
INFORMATION SECURITY BY ASSOCIATION
Obtain Clear Channel's express prior written authorization before engaging any other entity in processing Clear Channel's information assets.
Use all available requirements and provisions for the security of relevant information during your contract with Clear Channel throughout your supply chain, including both staff and subcontractors to:
– Comply with the safety principles outlined in this document at all times.
– Do not delete or send information assets outside the designed facilities.
At Clear Channel's request, agree to undergo a physical and information security risk assessment in your business environment, which may include providing Clear Channel with access and documentation as necessary, mitigating or eliminating risks based on the priority and severity level established during the assessment.
EFFECTIVE INCIDENT RESPONSE WITH INFORMATION SECURITY
Maintain an effective incident management process with information security with clearly established operational levels to respond to and notify Clear Channel of any suspected or confirmed incidents affecting Clear Channel's information assets.
Treat everyone equally and with respect.
PROMOTING EQUAL TREATMENT, DIVERSITY AND INCLUSION OF EVERYONE WE WORK WITH
Offer all employees equal and honest treatment, and prohibit any discrimination based on race, color, sex, religion, political opinion, nationality, social origin, or any other category protected by applicable law.
Ensure a minimum number of days of maternity leave in accordance with applicable local or national regulations and make every effort to ensure that the employee on leave returns to their job, or equivalent work, when their leave period ends.
ENSURE HUMANE TREATMENT OF EMPLOYEES AND BUSINESS PARTNERS IN ACCORDANCE WITH INTERNATIONAL LAWS
Never use any form of forced or compulsory labor through threats of sanctions, withhold identity documents, security deposits from workers or place any other limitation 6 .
Take the necessary steps to ensure that your business and supply chain do not use any form of modern slavery or human trafficking.
Avoid hiring people who are younger than the age of compulsory schooling in the relevant jurisdiction or in any case avoid hiring workers under the age of 15 7 .
Never use physical punishment, physical violence, psychological abuse or sexual harassment; accept and respect the freedom of association of all employees and the right to collective bargaining 8.
Comply with local and national regulations regarding limits on the number of working hours and overtime management 9 .
Guarantee a minimum of 24 consecutive hours of rest every 7-day period for each employee 10.
Adopt remuneration policies that meet or exceed the legal minimum wages set by applicable law; or, at the very least, offer a regular living floor that covers the employee's basic needs.
Guarantee your employees a minimum annual vacation period in accordance with applicable legislation and contribute to the mandatory social security systems in each jurisdiction.
COMPLY WITH ILO PRINCIPLES AND ETHICAL HUMAN RIGHTS AND TRADE MEASURES
Comply with Human Rights Laws including the International Labor Organization (ILO) Conventions, seeking ways to respect recognized human rights principles when dealing with conflicting requirements.
Treat as a matter of legal compliance the risk of causing or contributing to the provocation of human rights abuses wherever you operate.
Try to fill any gaps in state employee protection systems by using employee protection systems and encouraging the same in your supply chains.
Adopt due diligence policies to identify, avoid, and mitigate human rights risks, and commit to monitoring and evaluating their implementation.
Adopt or participate in grievance mechanisms that are transparent, equitable, and predictable to enable the resolution of any negative human rights impacts that you have caused or may have facilitated.
Be transparent about policies, activities, and impacts, and report on any human rights issues and risks through your annual reports.
ADDRESS MODERN SLAVERY IN OUR SUPPLY CHAINS
Ensure that there is no slavery of any kind (the hiring, moving, harboring or receiving of children, women or men through the use of force, coercion, abuse of vulnerability, deception or other means for exploitative purposes) in your organization and carry out due inspections to ensure that this does not happen.
Produce an anti-slavery statement that can be publicly accessed 11 when required by law.
Conduct due diligence with suppliers you use on behalf of Clear Channel and do not engage any suppliers who engage in any slavery and subjugation, forced or compulsory labor, or human trafficking.
Actively monitor your factory and any other working conditions and accommodations offered to identify any modern slavery risks, reserve the right to audit the working conditions of third parties you work with on behalf of Clear Channel, and immediately report any modern slavery-related incidents in your supply chain to Clear Channel as soon as you become aware of them and immediately cease doing business in Clear Channel. our name with any third party related to this incident.
Treat everyone equally and with respect.
PROMOTING EQUAL TREATMENT, DIVERSITY AND INCLUSION OF EVERYONE WE WORK WITH
Offer all employees equal and honest treatment, and prohibit any discrimination based on race, color, sex, religion, political opinion, nationality, social origin, or any other category protected by applicable law.
Ensure a minimum number of days of maternity leave in accordance with applicable local or national regulations and make every effort to ensure that the employee on leave returns to their job, or equivalent work, when their leave period ends.
ENSURE HUMANE TREATMENT OF EMPLOYEES AND BUSINESS PARTNERS IN ACCORDANCE WITH INTERNATIONAL LAWS
Never use any form of forced or compulsory labor through threats of sanctions, withhold identity documents, security deposits from workers or place any other limitation 6 .
Take the necessary steps to ensure that your business and supply chain do not use any form of modern slavery or human trafficking.
Avoid hiring people who are younger than the age of compulsory schooling in the relevant jurisdiction or in any case avoid hiring workers under the age of 15 7 .
Never use physical punishment, physical violence, psychological abuse or sexual harassment; accept and respect the freedom of association of all employees and the right to collective bargaining 8.
Comply with local and national regulations regarding limits on the number of working hours and overtime management 9 .
Guarantee a minimum of 24 consecutive hours of rest every 7-day period for each employee 10.
Adopt remuneration policies that meet or exceed the legal minimum wages set by applicable law; or, at the very least, offer a regular living floor that covers the employee's basic needs.
Guarantee your employees a minimum annual vacation period in accordance with applicable legislation and contribute to the mandatory social security systems in each jurisdiction.
COMPLY WITH ILO PRINCIPLES AND ETHICAL HUMAN RIGHTS AND TRADE MEASURES
Comply with Human Rights Laws including the International Labor Organization (ILO) Conventions, seeking ways to respect recognized human rights principles when dealing with conflicting requirements.
Treat as a matter of legal compliance the risk of causing or contributing to the provocation of human rights abuses wherever you operate.
Try to fill any gaps in state employee protection systems by using employee protection systems and encouraging the same in your supply chains.
Adopt due diligence policies to identify, avoid, and mitigate human rights risks, and commit to monitoring and evaluating their implementation.
Adopt or participate in grievance mechanisms that are transparent, equitable, and predictable to enable the resolution of any negative human rights impacts that you have caused or may have facilitated.
Be transparent about policies, activities, and impacts, and report on any human rights issues and risks through your annual reports.
ADDRESS MODERN SLAVERY IN OUR SUPPLY CHAINS
Ensure that there is no slavery of any kind (the hiring, moving, harboring or receiving of children, women or men through the use of force, coercion, abuse of vulnerability, deception or other means for exploitative purposes) in your organization and carry out due inspections to ensure that this does not happen.
Produce an anti-slavery statement that can be publicly accessed 11 when required by law.
Conduct due diligence with suppliers you use on behalf of Clear Channel and do not engage any suppliers who engage in any slavery and subjugation, forced or compulsory labor, or human trafficking.
Actively monitor your factory and any other working conditions and accommodations offered to identify any modern slavery risks, reserve the right to audit the working conditions of third parties you work with on behalf of Clear Channel, and immediately report any modern slavery-related incidents in your supply chain to Clear Channel as soon as you become aware of them and immediately cease doing business in Clear Channel. our name with any third party related to this incident.
PROMOTE INTEGRITY, HONESTY AND TRANSPARENCY IN YOUR BUSINESS NEGOTIATIONS
Comply with applicable laws and regulations in place that require transparency and integrity in your business dealings and financial obligations to Clear Channel.
Publish a truthful account of your financial records to the relevant regulatory bodies and to Clear Channel when required by our contract with you and report to Clear Channel any financial detriment that puts our contract with you at risk.
MAINTAIN AND DEVELOP COMMUNITY RELATIONSHIPS
Support our work in local communities and our development of community support programs and charitable campaigns.
Try to participate in corporate social responsibility programs, foster good relationships with local communities, and consider the impact of your labor practices on local communities.
5 (ILO Conventions No. 100 and 111)
6 (ILO Conventions No. 29 and 105)
7 (ILO Conventions No. 138)
8 (ILO Conventions No. 87 and 98)
9 (ILO Conventions No. 30)
10 (ILO Conventions No. 14 and 106)
11 Clear Channel is committed to complying with the UK Modern Slavery Act and will not unknowingly deal with parties engaged in slavery, subjugation, forced or compulsory labor or human trafficking.
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