Coporate Criminal Offences (CCO) Policy

Policy statement
Jupiter Investor Topco Limited and its subsidiaries (together, the “Group” or “Jupiter”) are committed to conducting all of our business in an honest and ethical manner. We aim to act professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and to enforce effective systems to comply with all applicable laws.

This commitment includes adhering to the requirements of Part 3 of the Criminal Finances Act 2017 (“Criminal Finances Act”), which took effect from 30 September 2017. Jupiter will not engage in, facilitate, or be associated with any form of tax evasion anywhere it operates. Jupiter has a zero-tolerance policy with respect to any criminal facilitation, including tax evasion.

This commitment also includes adhering to the requirements of the Economic Crime and Corporate Transparency Act 2023 (ECCTA). Jupiter will not engage in, facilitate, or tolerate any form of fraud anywhere it operates and will continue to invest in its culture and control environment to actively discourage any such behaviour.

Scope of application
This Policy sets out the minimum standards and requirements expected across the Group. Where local laws require a higher standard, that standard must be followed.

The purpose of this Policy is to:
- set out the Group’s responsibilities in relation to preventing the facilitation of tax evasion and fraud; and
- provide guidance on recognising and dealing with such risks.

This policy applies to all persons working for the Group or on its behalf in any capacity.

Overview
The Criminal Finances Act 2017 introduced the Corporate Criminal Offence (CCO) of failing to prevent the facilitation of tax evasion. The Economic Crime and Corporate Transparency Act 2023 introduced a similar offence relating to fraud.

Tax evasion is a criminal offence involving the dishonest understatement of tax liabilities.
An offence arises where:
1. there is criminal tax evasion;
2. an associated person facilitates that evasion; and
3. the Group fails to prevent it.

Fraud occurs when someone acts dishonestly to make a gain or cause a loss.

Examples include false representation, failing to disclose information, false accounting, and manipulation of records.

The Group ensures that through its high standard of corporate governance and regular risk assessments that potential criminal tax evasion or fraud is identified within the financial control environment. Multiple reviews take place of financial information each month across the Board and rigorous challenge is provided at this time.

Compliance guidelines
Responsibilities
All persons working for or on behalf of Jupiter must avoid any activity that may lead to a breach of this policy. Concerns must be reported promptly via appropriate internal reporting channels. Breaches may result in disciplinary action or termination of contracts.

Risk Assessment

The Company shall periodically review and identify areas where tax evasion facilitation risks may arise. This assessment considers:

Supply Chain Risks

The Company recognises that risks may arise where suppliers:

Operate in jurisdictions with low levels of tax transparency.
Operate through complex ownership structures.
Involve politically exposed persons (PEPs).
Engage in transactions that are difficult to substantiate or monitor.
Participate in non-standard purchasing arrangements, including cash-based transactions.

To mitigate these risks, due diligence is undertaken before engaging new suppliers and reviewed periodically thereafter. Suppliers operating in higher-risk jurisdictions are subject to enhanced due diligence procedures.

Customer Risks

The Company conducts appropriate due diligence on all customers before entering into business relationships. Such due diligence includes:

Credit checks.
Verification of legal identity.
Assessment of beneficial ownership.
Review of subcontractors or third parties involved in the transaction.
Evaluation of any unusual or non-commercial transaction structures.

Higher-risk customers shall require additional management approval before engagement.

Financial and Administrative Risks

Appointed directors and service providers must not:

Alter supplier names, addresses or invoice dates to obtain tax advantages.
Create or process misleading accounting records.
Backdate documentation.
Assist any individual or entity in obtaining an improper tax benefit.

Regular reviews and audits of accounting records are performed across the Group, both on a monthly basis and as part of year end audit, to identify unusual amendments or inconsistencies.

Due Diligence Requirements

The Company operates proportionate due diligence procedures for suppliers, customers and other associated persons. These procedures include:

Identity verification.
Beneficial ownership checks.
Tax residency assessment.
Sanctions and PEP screening.
Review of geographical risk.
Ongoing monitoring for changes in risk profile.

Enhanced due diligence shall be performed where a higher level of risk is identified.

Training and communication
This policy is communicated to appointed directors and service providers. The policy is refreshed annually or whenever there are significant legislative or policy changes.

Response to breaches
Any persons working for the Group or on its behalf in any capacity who suspects tax evasion or facilitation of tax evasion must immediately report the matter. The Group may report breaches to authorities, take disciplinary action, or terminate relationships.

Monitoring and review
This policy will be reviewed annually and whenever there is a significant change in business operations to ensure effectiveness.

Governance

The Board has overall responsibility for ensuring the effectiveness of this policy.

Management are responsible for ensuring appropriate controls operate within their areas of responsibility and that employees understand their obligations under this policy.