Introduction

This document sets out the strategic tax objectives for Daniel J. Edelman Holdings Inc.’s (“Edelman”) UK subsidiaries. This strategy applies to all Edelman UK legal entities. In this strategy, references to ‘Edelman UK’ are to all Edelman UK companies, partnerships and branches.

Our tax strategy will be periodically reviewed and is publicly available on Edelman UK’s website. The Chief Financial Officer and SVP of Tax & Treasury are responsible for management of the tax affairs of the group.

The policy is compliant with the UK tax strategy publication requirement set forth in section 161 and section 19(2) of Schedule 19 Finance Act 2016.

References to ‘UK taxation’ are to the taxes and duties in the UK which include:

All corporate income taxes
Indirect taxes (VAT, Stamp Duty Land Tax)
Employment taxes (PAYE / National Insurance / Construction Industry Scheme)
Other applicable tax matters

The tax strategy is approved by Edelman UK’s Board of Directors and sets out the group’s general tax arrangements as well as the policy and approach to tax risk management, attitude to tax planning and working with HMRC.

Group Tax Policy and Code of Conduct

As part of a multinational group we are aligned with and follow the wider Edelman guiding principles, code of conduct and tax policy for the group.

Edelman is committed to conduct its tax affairs consistent with the following objectives, to:

• Comply with all relevant laws, rules, regulations, and reporting and disclosure requirements wherever we operate.
• Ensure we provide transparent and accessible information to tax administrations to facilitate an understanding of our tax strategy and business models. We promote and support an open and honest dialogue with tax authorities, based on concepts of integrity, collaboration and mutual trust.
• Apply professional diligence and care in the management of all tax risks associated with tax matters, and ensure governance and assurance procedures are appropriate.
• Seek to utilize available incentives and reliefs to minimize tax costs of conducting our business activities, but we will not use them to engage in aggressive tax planning for the purpose of tax avoidance. We do not willfully engage in tax planning which seeks to exploit loopholes or lacks commercial substance.
• Consider the tax impact in major or complex business decisions, for example, in acquisitions.

This Group Tax Code of Conduct (CoC) outlines the principles setting out how Edelman personnel are expected to operate with respect to tax matters in support of the above Group Tax Policy. Non-adherence to this CoC could constitute a disciplinary matter, potentially leading to sanctions up to and including dismissal. The Group Tax CoC is set out in detail below.

Approach to Managing Tax

Edelman is committed to observing all applicable laws, rules, regulations and reporting and disclosure requirements as necessary to comply with laws as a result of our business presence and transactions.

A dedicated tax team (Global Tax) will collaborate with Edelman’s operations, legal, HR, finance, and other personnel to provide advice and guidance as necessary to ensure compliance and Global Tax will obtain external tax advice, where necessary.

As is the case with the wider Edelman business, potential risk and business risk appetite will form a crucial part of the decision-making process. The level of tax risk that is acceptable by the business will be continually evaluated.

Edelman will use professional care and judgment to assess tax risks in order to arrive at a well-reasoned conclusion on how the risks should be managed. Where there is uncertainty as to the proper interpretation under the tax law, appropriate written advice evidencing the facts, risks, and conclusions may be obtained from third party tax advisors to support the decision-making process.

Relationships with Tax Authorities

Edelman is committed to the principle of transparency and openness in its approach to dealing with tax authorities wherever we operate around the world to minimize uncertainty. Edelman tries to develop and foster good working relationships as well as maintain dialogue with tax authorities, including HMRC, while operating in a professional, courteous, and timely manner. Where tax enquiries or audits are opened, we adopt a proactive approach and provide information to the relevant tax authorities in order to aid and resolve any matters under review in an expeditious manner. We may engage external advisors as necessary to represent us on tax enquiries.

Attitude to Tax Planning

Edelman’s tax decisions will be made at all times in a manner which is consistent with and compliments the Company’s overall tax strategy. Key business decisions should be made with an understanding of the tax consequences and with the aim of optimizing after-tax returns for the Company’s shareholders. Global Tax will partner with the business to ensure there is that consistency.

To evaluate the risks of a tax action or decision, bearing in mind the requirements of this Group Tax Policy, the following may be considered:

• The legal and fiduciary duties of directors and employees;
• The requirements of Edelman’s Core Values and policies such as Edelman’s Code of Ethics and Business Conduct;
• The maintenance of corporate reputation, having particular regard to the principles embodied in the Global Values and Mission statement;
• The tax substance of a transaction weighing the tax benefits and impact on the Company’s reported results compared to the financial costs involved including the risk of penalties, interest, and other consequences;
• Where the tax law may not be clearly defined, or where alternative approaches may result in differing tax outcomes, Edelman will use its best judgment to determine the appropriate course of action, using available reliefs and incentives where possible and liaising with HMRC where appropriate;

Level of Tax Risk Accepted

Edelman’s appetite for tax risk is low and it structures its affairs based on sound commercial principles and in accordance with relevant tax legislation. Aggressive tax planning is not proactively considered and external advice is sought where there is uncertainty as to the tax impact of planned activities.