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Anti-Bribery and Anti-Corruption Policy


1. INTRODUCTION AND PURPOSE 

At The Gym Group, being The Gym Group plc and its subsidiaries (“TGG”, “Group”, “us” or “we”), we are committed to conducting our business ethically, with honesty and integrity, and will comply with the law in each country in which we do business. These are the standards we expect from all of our officers and employees. We take a zero-tolerance approach to bribery and corruption. 

We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. We remain bound by UK laws, including the Bribery Act 2010, in respect of our conduct both home and abroad. The purpose of this anti-bribery and anti-corruption policy (the “Policy”) is to:

  1. set out our standards and responsibilities, and of those working for and on our behalf, in observing and upholding our position on bribery and corruption; 
  2. provide information and guidance to those working for and on our behalf, on how to recognise instances of bribery and corruption; and
  3. set out the procedures required to ensure compliance with this Policy.

It is a criminal offence to offer, promise, give, request or accept a bribe (see Section 4 of this Policy for the definition of bribery). Individuals found guilty can be punished by up to ten years’ imprisonment and/or a fine. 

As an employer, if we fail to prevent bribery, we can face an unlimited fine, exclusion from tendering for public contracts and damage to our reputation. We therefore take our legal responsibility very seriously. This Policy should be read in conjunction with the Group's other policies and procedures including those on fraud, whistleblowing and our Employee and Supplier Codes of Conduct.

2. WHO MUST COMPLY WITH THIS POLICY?

The Policy applies to all persons working for us or on our behalf in any capacity, including permanent and temporary employees at all levels, directors, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third party representatives and business partners, sponsors, or any other person associated with us, wherever located.

3. WHO IS RESPONSIBLE FOR THIS POLICY?

TGG’s Board of Directors has overall responsibility for the effective operation of this Policy and has delegated this responsibility to its Audit and Risk Committee (the “Committee”). The Company Secretary has day-to-day responsibility for implementing the Policy and you should refer any related questions to them in the first instance. 

Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this Policy. All of TGG’s employees are responsible for ensuring they comply with this and the Group Whistleblowing Policies to disclose any suspected wrongdoing. This Policy does not form part of any employee's contract of employment and may be amended at any time.

4. DEFINITIONS 

Bribery is a financial or other inducement or reward offered, promised, provided, requested or accepted for action, which is illegal, unethical, a breach of trust or an improper performance by the recipient of the bribe. Bribes can take the form of money, gifts, loans, fees, hospitality, services, discounts, the award of a contract or any other advantage or benefit.

In practical terms, a financial or other advantage is likely to include cash or cash equivalent, gifts, meals, entertainment, services, loans, preferential treatment, discounts or anything of value. The timing of the bribe is irrelevant, and payments made after the relevant event will still be caught, as will bribes that are given or received unknowingly. It is not necessary for the individual or firm to receive any benefit as a result of the bribe. 

Examples include receiving an invitation to a hospitality event (such as a high-profile football match) in exchange for a procurement contract with a particular supplier or offering sponsorship/internship to get preferential treatment when tendering for a new contract or a supplier gives your nephew a job but makes it clear that in return they expect you to use your influence at TGG to ensure the continuation of their contract with the business.

Corruption is the abuse of public or private office for personal gain. Bribery is a form of corruption. Other forms of corruption include extortion, embezzlement and fraud (see Group Anti-Fraud Policy).

Facilitation payments are typically unofficial payments made to secure or expedite a routine or necessary action (for example by a government official). They are not commonly paid in the UK but are common in some other countries. 

Improper performance happens when a person fails to act:

  1. in good faith;
  2. impartially; or 
  3. in accordance with a position of trust (i.e. abuse of office). 

Kickbacks are typically payments made in return for a business favour or advantage.

Third party means any individual or organisation you come into contact with during the course of your work with us, and includes members, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.

5. WHAT IS NOT ACCEPTABLE?

It is not acceptable for an employee (or someone acting on their behalf) to:

  • give, promise to give, or offer, a payment, gift or hospitality with the intention of influencing, inducing or rewarding improper performance;
  • give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to “facilitate” or expedite a routine procedure (where the payment is not a legitimate payment pursuant to local written law);
  • accept a payment, gift or hospitality from a third party that an employee knows/suspects is offered with the intention of influencing improper performance by an employee or TGG, obtaining a business advantage or retaining business for them or anyone else in return; 
  • threaten or retaliate against another employee who has refused to commit a bribery offence or who has raised concerns under this Policy; or
  • engage in any other activity that might lead to a breach of this Policy. 

All forms of bribery are strictly prohibited. If you are unsure about whether a particular act constitutes bribery, raise it with your line manager or the Company Secretary.

6. FACILITATION PAYMENTS AND KICKBACKS 

TGG does not make, and will not accept, facilitation payments or kickbacks of any kind (see Section 4 of this Policy for the definition of these terms). You must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by TGG. 

If you are asked to make a payment on TGG’s behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt that details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these as set out in our Whistleblowing Policy.

7. GIFTS AND HOSPITALITY 

This Policy allows reasonable and appropriate gifts and hospitality, given to or received from third parties for the purposes of:

  • establishing or maintaining good business relationships;
  • improving or maintaining our image or reputation; or 
  • marketing or presenting our products and services effectively. 

However, gifts and hospitality must never influence your business decisions and must not place the company under any obligation. The giving or receiving of a gift or hospitality on behalf of TGG is allowed provided that:

  • it is not made with the intention of influencing the employee (in the case of receiving a gift) or a third party (in the case of giving a gift) to perform their duties in an improper manner or to obtain or reward the provision or retention of business or a business advantage in return; 
  • it is appropriate for the circumstances, taking into account the reason for the gift, timing and value (e.g. a small gift of minimal value at Christmas); 
  • it is given or received openly and is not secretive in nature;
  • it does not include money or a money equivalent, such as gift certificates or vouchers; 
  • it complies with any applicable local laws; and
  • any gift or hospitality above £250 is reported to your line manager and registered with the Company Secretary.

Promotional gifts of low value such as branded stationery are usually acceptable. 

Reimbursing a third party’s expenses or accepting an offer to reimburse our expenses (such as the costs of attending a business meeting) would not normally amount to bribery. However, a payment in excess of genuine and reasonable business expenses (such as the cost of an extended stay in a hotel) is not acceptable. 

Although the Policy provides scenarios where receiving or providing a business gift may be acceptable, employees should have regard at all times to whether, in all the circumstances, the gift or hospitality is reasonable and justifiable. 

On each occasion an employee should consider the intention behind the gift and whether in receiving the gift, they are being asked to perform their duties in an improper way. Also, consider whether the gift or hospitality, if made public, would be likely to cause TGG embarrassment. If you are unsure about whether a particular act constitutes bribery, raise it with your line manager or the Company Secretary.


Will Orr
Chief Executive Officer
The Gym Group plc

Date: November 2025