• “Main Layer Colleagues” or “Colleagues” means all persons working for a Main Layer Entity or on its behalf in any capacity, including employees at all levels, directors, officers, contractors, agency workers, seconded workers, volunteers, and interns.
• “Main Layer Entity” or “Entity” means all companies that are part of the Main Layer Ltd, including Banners and Functions.
• “Tax” means all forms of taxation, including but not limited to corporation tax, income tax, VAT, national insurance contributions, and duties.
• “Tax Evasion” means deliberate and dishonest conduct, intended to ensure that tax which is correctly payable is not paid.
• “Third Party” means all suppliers, vendors, service providers, intermediaries, agents, business partners, external consultants, charities, advisors, or entities contracted or proposed to be contracted or engaged by Main Layer Ltd.
• “Facilitation of Tax Evasion” means deliberately and dishonestly inciting, encouraging, assisting in or enabling any tax evasion offence to be committed or being knowingly involved in tax evasion. Tax evasion facilitation is a criminal offence.

At Main Layer, we are committed to maintaining an open culture with the highest standards of honesty and accountability. We take a zero-tolerance approach to tax evasion and the facilitation of tax evasion.

Ownership and Accountability

The Head of Compliance has overall responsibility for this Policy. However, it is the responsibility of each Main Layer Colleague and Third Party to comply with this Policy and ensure that it is applied.

Minimum Standards

Unless the applicable laws of a jurisdiction in which a Main Layer Ltd Entity operates impose more stringent requirements (in which case, those more stringent requirements will apply), the following standards should, at all times, be complied with throughout the Main Layer Ltd when conducting business, including but not limited to sourcing Good for Resale and Goods Not For Resale and engaging in financing activities, construction and charity.

Facilitation of Tax Evasion

We do not tolerate, permit or allow any Main Layer Colleague or Third Party to engage in the facilitation of tax evasion or tax fraud anywhere in the world.

You must not:

• Participate in any activity that may be regarded as tax evasion or the facilitation of tax evasion, anywhere in the world;
• Enter into any arrangement with any Colleague or Third Party that may lead to the diversion of any tax away from the relevant authorities;
• Help or encourage any Main Layer Entity, Colleague or Third Party to commit a tax evasion offence anywhere in the world;
• Fail to report promptly any request or demand from any Third Party to help them to commit a tax evasion offence or to perform, or not perform, an action which would result in their evading tax.

You must:

• Promptly raise any concerns you may have in relation to tax evasion or the facilitation of tax evasion;
• Ensure that, when negotiating a new or renewing an existing Third Party agreement, the agreement includes provisions approved by the Legal and Compliance teams where the Third Party agrees to comply with all applicable laws.

The following situations pose some non-exhaustive questions you should ask yourself that may indicate whether you should flag a facilitation of tax evasion risk:

• Is there anything unusual about the way in which any Colleague, acting for or on behalf of Main Layer Ltd, is conducting their relationship with a Third Party?
• Are there unusual or overly complex payment methods or arrangements?
• Does documentation provided by a Third Party appear to include false or misleading information?
• Has a Third Party provided goods or services from one location but then invoiced for those goods or services from another location, potentially a low tax country?

The best defence against tax evasion and the facilitation of tax evasion remains continuous vigilance and the adoption of a common-sense approach.

Books and Records

All financial transactions must be properly and fairly recorded. Any payments must be justified by accompanying contract, invoice and receipt. Invoices and receipts must reflect the true nature of the financial transaction. All books and records will be open to inspection by the Board of Directors, auditors, internal auditors and any other party entitled to do so. There must be no “off book” or secret accounts, and no documents may be created which do not fairly and accurately reflect the transactions to which they relate.

No payment should be made where there is no proper contract, invoice, or receipt.

Due Diligence on Third Parties

Main Layer Colleagues onboarding new Goods Not for Resale (GNFR) suppliers or other Third Parties should adhere to the procedures outlined in the Integrity Due Diligence Policy for GNFR vendors (the Vendor Engagement Assessment). Main Layer Colleagues onboarding new Goods for Resale (GFR) suppliers or other Third Parties (particularly but not limited to high risk countries), or Colleagues intending to enter into any other type of business transaction in these markets, should adhere to the procedures outlined in the Integrity Due Diligence Policy for GFR vendors (Integrity Assessment) prior to any formal engagement.

Everyone within Main Layer Ltd is required to comply with this policy.

You should be aware that breaches of this policy may result in an investigation that could lead to disciplinary action, up to and including dismissal. Depending on the circumstances, such breaches may also constitute a civil and/or criminal offence.

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