MATISSE CODE OF CONDUCT

July 2024

INTRODUCTION

• Matisse is committed to providing the best possible service to clients.
• We believe it’s important to be clear not only about the scope of the work we do for our clients but also about how we conduct ourselves.
• Our obligations to our clients are described in the following documents:
  • our contract with them, including the Terms and Conditions.
  • our GDPR policy, which sets out how we protect data.
  • this Code of Conduct, which is a protocol governing how Matisse behaves.

• The Matisse Code of Conduct is written by the management team, not by lawyers. It’s a genuine, wholehearted expression of our aims, intentions and the standards to which we hold ourselves.  We wanted to write down in an authentic, honest and human way how we see our role and how we’ll go about things.
• Should it become appropriate to add to our Code of Conduct as Matisse evolves, we will make any changes promptly and upload the latest version to our website. Should any such changes be particularly pertinent to any client, we will inform them straight away.

MISSION STATEMENT

• The purpose of Matisse is to:
  • support independent television production companies, principally in the Nations and Regions.
  • help them grow, help their founders / owners / senior management team achieve their ambitions.
  • boost production firepower in the N&R, thereby supporting UK broadcasters as they strive to meet their government-required out-of-London spending commitments and in turn contributing to an important structural change to the landscape of the UK television industry.

• We use our experience, knowledge, contacts and abilities to maximise the chances of our clients thriving.
• Our spirit is benevolent, encouraging and positive.
• We try our hardest:
  • to be as supportive and helpful as possible.
  • to make the relationship with clients and others with whom we have contact as enjoyable as possible.
  • to be as little distraction as possible to our clients’ core business.
  • not to be onerous in our processes.

• We want our clients to do their thing, to run distinctive production companies in their own image and to benefit from their hard work and creativity, as well as from the contribution we make.

VALUES

Our core values are:

• Integrity. We’re always honest and straightforward in our dealings with people.  We’re serious about doing a fantastic job for our clients and also doing good for the UK television industry.
• Excellence. We only do work that we know we can do well because it falls within our areas of expertise and experience and we have something useful to add.

• Positivity. We’re serious about being a force for good.  Whilst we don’t flinch from difficult things that need saying, we’re as encouraging, supportive and positive as possible and always try to make sure contact with Matisse is enjoyable and rewarding.

OUR RECOMMENDATIONS

• Matisse is an advisory service.  It doesn’t have any executive authority over any company’s business other than its own.  Therefore when we make recommendations, they’re just that: recommendations.  Decisions about what action to take following any recommendations we make are for our clients and our clients alone to make, not us.  Likewise responsibility for the consequences of those decisions lies with our clients and not us.
• We’re acutely aware that the consequences of decisions made on the basis of our recommendations can be significant for individuals and companies.  We’ll always make the best recommendations we possibly can based on detailed analysis of the information available to us and after extremely careful consideration.
• We’ll be particularly cautious about recommendations that could affect individuals’ employment.  In these instances, whilst we won’t shy away from saying what we really think, we’ll try to present alternative options and will in any case take extra care to explain our reasoning.
• When we make recommendations, we won’t then campaign for them to be implemented.  That’s up to our clients.

DEALINGS WITH OTHERS

• We work closely and collaboratively with:
  • our clients.
  • broadcasters: commissioning teams, senior management, legal and business affairs.
  • other contacts: lawyers, investors, accountants, distributors and various industry bodies.

• We don’t liaise with the outside world on behalf of our clients. We don’t mediate with broadcasters or other organisations or individuals in cases where there is an issue – although we’ll give our best advice to clients about how to handle it.
• Likewise, if a broadcaster has an issue with one of our clients and contacts us about it:
  • we’ll listen carefully and do our best to understand the issue from the broadcaster’s point of view.
  • we’ll talk to our client constructively in an effort to solve the problem.
  • we will make clear to our client our understanding of the situation and its potential implications.
  • as with all our recommendations, in the end it will be up to our client to decide what action to take, if any.
  • although it will be important to us to try our best to resolve the issue to the broadcaster’s satisfaction, we won’t be duty bound to solve the issue and we won’t be duty bound to pass on all the broadcaster’s comments. Our first loyalty will be to our client.
  • in any case, won’t mediate.

• We generally make independent recommendations and don’t generally benefit from them financially.  Where our recommendations aren’t independent or where we do benefit from them financially, we say so clearly and up front.

NEGOTIATIONS

• Matisse doesn’t negotiate on behalf of clients but does offer to advise clients behind the scenes during negotiations.
• We’ll always try to do our best for our clients and put their interests first.
• We believe that during a business negotiation it’s reasonable for us to help our clients achieve the best possible terms for them.

PROGRAMME IDEAS, TASTER TAPES AND PITCHING

• We don’t generally come up with programme ideas for our clients.
• Even when we’re helping clients with their development slate and development processes, it’s still not our job to offer original ideas to win commissions.
• In the event that we have a programme idea that we want to give to a client, we will do a side deal with that client in advance for that idea (if the client wants to).
• We don’t generally assist in the making of taster tapes unless our agreement with our clients specifically requires this service. However, we may offer to help with taster tapes at our discretion.
• We don’t help clients pitch programme ideas in person unless our agreement with our clients specifically requires this service. However, in exceptional circumstances we may offer to help pitch in person at our discretion.
• When we’re helping a client with development, we can’t guarantee that they will win a commission as a result of our efforts, although we’ll try our hardest to help them secure the results they’re looking for.

PROGRAMME DELIVERY

• Although we try our best to be helpful to clients in numerous ways, and we hope that broadcasters will find our involvement with their suppliers reassuring, it’s not our job to guarantee to broadcasters that programmes made by our clients will be delivered to the broadcasters’ satisfaction. Our clients and their customers have their own contract between them that encompasses this responsibility.  Therefore, we will not generally assist clients in pre-production, on shoots or in edits unless our agreement with them specifically requires this service.

CAPACITY AND RESPONSIVENESS

• We won’t take on more clients than we can handle and we’ll give each the time and attention that we promise we will in our agreements with them.
• We’ll respond to emails, phone calls and so on as quickly as possible.
• If we’re unusually busy or taking annual leave, we’ll say so and indicate when we can be expected to respond.
• We’ll always do our best to make arrangements that are considerate to our clients’ needs.
• We’ll be sensitive to localised competition between production companies in any one region or nation. We won’t take on multiple clients in any one nation or region without giving careful consideration to the implications for each of our clients.  However, we won’t limit the number of clients we take on in any one nation or region and we will be equally loyal to each of them.

CONFLICTS OF INTEREST

• We work with multiple clients and are privy to sensitive information belonging to each.  We owe each of our clients the same duty of care with their information.  This duty of care is described in our Data Protection Policy.
• There may be occasions when we have information belonging to one client that’s relevant to or has a bearing on another client. For example, Client A may be about to invest a significant sum of their own money developing a programme idea that we already know is likely to be commissioned by a different broadcaster from Client B.
• We never reveal information about one client to another without their permission.  Therefore, in the situation described above, we wouldn’t tell Client B that we already know Client A is likely to be commissioned to make the same idea. However, we may carefully suggest to Client B that they think twice before investing in an idea that we’re aware is already in play – WITHOUT saying anything further about.  We wouldn’t reveal the identity of Client A or any other details.  If pressed, we’d declare a conflict of interest and recuse ourselves from the discussion.
• In the event that two of our clients find themselves negotiating with each other, we’d recuse ourselves from the discussions.
• For the avoidance of doubt:
  • a prospective client only becomes a client of ours once a formal contract between us and them has been signed. Up until that point, our loyalty lies with our clients.
  • nevertheless we always honour NDAs signed with prospective clients and in any case prospective clients can expect confidential discussions between us and them to remain confidential.

• Therefore should we become aware that one of our clients is negotiating with a prospective client with whom we’ve signed an NDA or have had confidential discussions, whilst we won’t reveal to our client any confidential information about the prospective client, our loyalty is to our client.
• Whenever any one of us becomes aware of a conflict of interest, we alert the Board of Matisse as soon as possible.  We log the conflict and what action we’ve taken in relation to it.  We update the log where appropriate.

OUR LIMITATIONS

• We only offer advice on matters about which we have sufficient knowledge, experience or expertise.
• We may still have a good feel for the situation and be in a position to advise even if the exact circumstances are different to our previous experience.
• In instances where we reach the limits of our knowledge, experience and expertise, we say so and do not give formal advice.
• In these instances, we recommend other experts familiar to us where we can.
• In instances where we’re being asked for advice that we’re not qualified to give – for example tax or legal advice – we say so and, where we can, we recommend appropriately qualified experts.  Where we have experience of the issue, we may offer our opinion.  However we always add that our client should take further advice from an appropriately qualified professional.
• For example, a client may be considering giving a minority stake in their company to a trusted executive.  We may say that it could be more tax efficient to do this by granting share options instead.  However we would add that professional tax advice should be sought and we would recommend an appropriate expert.

DEALS BETWEEN CLIENTS AND MATISSE

• We do our best to minimise the distraction of the deal-making process, both in negotiating it and papering it, by trying to get the whole thing wrapped up quickly, efficiently and with minimum need for lawyers.
• We’ve invested in excellent template documents that are designed to be palatable, fair and user-friendly and that we’re able to adjust ourselves in order to ensure they reflect the bespoke deal we agree with prospective clients.
• Prospective clients are of course at liberty to have their lawyers review the documents.
• All legal costs incurred by our clients during the process of agreeing a deal with Matisse are borne by our clients.
• We’re happy to make minor adjustments to our templates ourselves, but should prospective clients request more substantial changes that mean we need to take further legal advice, we reserve the right to pass the cost of this on to them (which we’ll obviously discuss with them in advance).
• Throughout the process, we promise to be honest and to conduct ourselves with integrity.  Whilst we want to do the right deal for Matisse, we won’t pursue every detail to the nth degree at the expense of the big picture.  We hope prospective clients will follow suit.

COMPLAINTS

• In the event that a client has a complaint about any aspect of Matisse’s work or the conduct of any of its employees, they may raise it either with Chief Executive Scarlett Ewens or Chairman Nick Curwin.  The complaint would automatically be referred to Matisse’s Board.  We promise to investigate the complaint promptly and fairly and respond to the complainant appropriately, promptly and formally in writing.
• Matisse is a small company that’s not accountable to any trade body overseeing its work.  Therefore our complaints procedures are by default internal.  However, we promise to treat any complaint with the utmost seriousness and investigate it honestly, following normal legal processes.  Although we always do our best to avoid any cause for complaint in the first place, in the unlikely event that we could see we’d fallen short of the standards we set ourselves and may reasonably be expected of us, we’d apologise and, where we felt it were appropriate, we’d make amends. We’d also keep a written record of any complaint, our investigation and the outcome.

EQUAL OPPORTUNITIES, RESPECT, DIGNITY & UNDERSTANDING

• We treat all our clients, employees and other individuals with whom we have dealings fairly and with dignity and respect.
• We value diversity of all kinds.
• Discrimination on grounds of race, national origin, gender, gender reassignment, age, disability, marital status, sexual orientation, pregnancy, maternity, religion or belief is not permitted and won’t be tolerated.

HEALTH & SAFETY

• We’re committed to conducting our business with the utmost concern for the health and safety of our employees, clients and the general public. We always comply fully with all applicable and relevant laws and regulations relating to workplace, health and safety and environmental protection.

OFFICIAL REQUESTS FOR INFORMATION

• Should Matisse ever be contacted by government regulators or authorities, the police, agents or investigators, lawyers or other third parties seeking company information or documents concerning investigations or potential or actual litigation in regards to a Matisse client then we’ll require any such body to obtain a legally enforceable instruction such as a court order or freedom of information request before we comply. We will inform the relevant client of the request as soon as possible unless there is a legal reason that prevents us from doing so.

CONTACT WITH THE MEDIA

• Public disclosures we make, including press releases, speeches and other communications, will be true, accurate and timely.
• No employee of Matisse will make any statement, nor express an opinion, to the press or any other media, including social media, without first obtaining the explicit permission of the Board of Matisse.
• In deciding whether it’s appropriate to make such a disclosure, the Board will take into consideration its legal obligations to our clients and the contracts, NDAs or any other confidentiality obligation agreed with them. Where appropriate, Matisse may seek prior permission to make a public statement about a client from the client concerned.  For the avoidance of doubt, Matisse will always honour confidentiality obligations made to clients unless agreed otherwise with the relevant client in advance.

BRIBERY AND CORRUPTION

• Matisse does not tolerate any form of bribery or corruption amongst its employees.
• Any Matisse employee who solicits, participates in or condones a bribe or other unlawful payment or benefit, or attempts to participate in any such activity, will be subject to strict disciplinary action, including dismissal, and may be the subject of criminal prosecution.

COMPLIANCE WITH LAWS, REGULATIONS AND CODES OF PRACTICE

• All Matisse employees are responsible for complying with the laws, regulations and codes of practice applicable to their areas of responsibility.