ETHICS GOVERNANCE

Our Code of Ethics, first introduced in 2014, affirms the core values we expect our people to apply at work. It aims to help employees decide how to act in real-life situations by reference to clear, precise principles. Topics regarded as of major importance have been expanded into Compliance Programs.

Didier Casas was appointed Chief Ethics Officer of the TF1 group by our Board of Directors on 15 November 2020, on a recommendation from the Ethics, CSR & Patronage Committee. His remit includes:

• Rolling out our Compliance Programs at operational level and ensuring that they are implemented, evaluated and updated, so that our values are strictly observed at all times and a compliance culture is embedded across the whole of the TF1 group.
• Reporting to the Ethics, CSR & Patronage Committee on the Group’s direction of travel and other general issues in the field.
• Ensuring that the whistle-blowing procedure set out in our Code of Ethics is working properly.

Our Ethics, CSR & Patronage Committee is chaired by Catherine Dussart (an independent director); its other members are Marie Allavena (also an independent director) and Sabrina Zerbib (an employee representative director).

It meets at least once a year, and helps define rules of conduct or guiding principles to inspire the behaviour of executive officers and employees; proposes or offers opinions on ways to promote exemplary ethical conduct; and monitors compliance with those values and rules of conduct.

The TF1 group has set up a whistle-blowing platform, accessible here. The aim: to support our ethical approach, and give employees and third parties another space in which they can uphold ethical standards and prevent compliance risks.

Who can be a whistle-blower?

Any salaried employee, outside contractor or occasional worker (intern, temp, service-provider, or employee of a subcontractor) who meets all three of the following conditions:

1. Acting disinterestedly, with no intention of deriving personal gain.
2. Acting in good faith (i.e. in the reasonable belief that the alleged facts are true at the time of disclosure), and being able to establish or produce objectively formulated data in support of those facts.
3. Having personal knowledge of the alleged facts.

However, corporate bodies (such as companies, charities and trade unions) are excluded from the general whistle-blower protection regime.

What kind of situation can be reported by a whistle-blower?

Whistle-blowing has a broad scope, and could cover:

• Any crime (robbery, rape, forgery, etc) or misdemeanour (corruption, misappropriation of resources, cronyism, influence-peddling, misuse of public funds, bullying, sexual harassment, discrimination, etc).
• Any serious and manifest breach of an international treaty.
• Any serious breach of a law or regulation.
• Any serious threat to the public interest.
• More generally, any conduct or situation contrary to the TF1 group’s Code of Ethics or to the Compliance Programmes applicable to TF1 employees.

How are whistle-blowers protected?

Whistle-blowers are protected in three ways:

1. The procedure is strictly confidential: this includes the identity of the whistle-blower and of the individuals named in the allegation, and any information obtained during the procedure.
2. Professional retaliation is prohibited (whistle-blowers who make a malicious report are exposed to the risk of penalties under the French Criminal Code for false accusation, and of disciplinary proceedings.
3. Whistle-blowers have immunity from criminal liability.

Who are the facts reported to, and how?

Within the TF1 group, the Chief Ethics Officer (Didier Casas) is responsible for collating whistle-blower reports and ensuring that the whistle-blower receives a response. If the whistle-blower believes the facts go beyond the scope of the TF1group, he or she can report them to the Chief Ethics Officer of the Bouygues group.