2018 GLOBAL BUSINESS PRACTICES STATEMENT - bps.viacom.com - Viacom ...
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2018
GLOBAL BUSINESS
PRACTICES STATEMENT
bps.viacom.comTABLE OF CONTENTS
3 BRINGING OUR BUSINESS 16 UNDERSTANDING & 34 6. SAFEGUARDING VIACOM’S
PRACTICES STATEMENT TO LIFE APPLYING OUR STANDARDS INFORMATION & ASSETS
35 Using & Safeguarding Viacom’s
4 INTRODUCING THE BPS 17 3. CREATING A GREAT PLACE Assets
5 Importance of Our BPS TO WORK Protecting Privacy, Data Security &
37
6 18 Valuing Diversity & Inclusion Information
Viacom’s Values
7 19 Promoting a Harassment-Free 39 Respecting Intellectual Property
Using & Applying Our Business
Workplace Rights
Practices Statement
21 Ensuring Health & Safety in the
Workplace 7. CONDUCTING BUSINESS
41
9 1. OUR SHARED RESPONSIBILITIES IN A FAIR & HONEST MANNER
10 Employee Responsibilities 42 Preventing Bribery & Corruption
22 4. ACTING IN THE BEST INTEREST
11 Special Responsibilities of OF VIACOM 44 Avoiding Money Laundering
Leaders & Supervisors
23 Avoiding Conflicts of Interest 45 Preserving Global Trade Integrity
11 Supplier & Business Partner
24 Navigating Gifts, Entertainment & 47 Preserving Competition in the
Responsibilities
Other Business Courtesies Marketplace
11 Director Responsibilities
26 Ensuring Confidentiality, Transactions 49 Adhering to Competition Laws with
in Securities & Fair Disclosure Customers & Suppliers
12 2. UPHOLDING OUR BPS BY 50 Maintaining Complete & Accurate
QUESTIONS & REPORTING Records
CONCERNS 28 5. ACTING AS AN AMBASSADOR 52 Preventing the Facilitation of
OF THE ORGANIZATION Tax Evasion
13 Speaking Up & Seeking Guidance
29 Connecting Responsibly Through
14 Speaking Up & Non-Retaliation Policy Social Media
15 Reporting Concerns 52 ADDITIONAL INFORMATION
31 Speaking for the Company
53 Important Notes & Resources
33 Participating in the Political Process
56 Contacting OPENLINE Toll-Free
57 Guidance by TopicBRINGING OUR BUSINESS PRACTICES STATEMENT TO LIFE
INTRODUCING THE BPS
I NT RODU C ING THE B P S
IMPORTANCE OF OUR BPS
A STATEMENT FROM BOB BAKISH
Team,
Viacom prides itself on innovation, creativity and the ability to bring the most compelling entertainment
content to audiences worldwide. Our business thrives due to the hard work, talent and passion of our
employees, who uphold the highest standards of ethical behavior.
Viacom’s Global Business Practices Statement forms the backbone of our shared values and expectations
for conduct in the workplace. It outlines our overall philosophy, explains our individual ethical and legal
responsibilities, and underscores our commitment to conducting business in a responsible and respectful
manner. These best practices — along with our core values — set a tone of excellence for all of
our employees.
We expect the entire Viacom community to adhere to these business standards. It is important that you
familiarize yourself with these policies and be mindful of them in your day-to-day activities.
However, no statement or code of conduct can cover every situation that may arise in a complex business
environment such as ours. Should you become aware of a potential violation of our policies, we ask that you
speak up and report your concerns. You may contact your manager, department head, HR representative
or any of Viacom’s Compliance Officers or lawyers. If you would like to report a situation anonymously,
please call 855-833-5027 or visit OPENLINE to submit an online report. As always, we encourage your
questions and feedback.
Thank you for your commitment to these high standards of integrity and ethical behavior, and for your
continued dedication to Viacom.
Best,
Bob
5I NT RODU C ING THE B P S
Values are the principles and standards that people share. They define people,
VIACOM’S behavior and culture, and give us all a point of reference for how we believe we
should act. We are one Viacom team whose values not only bring us together,
VALUES but also guide us toward being the premier global, multi-platform branded
entertainment company. Our values are Empathy, Bravery and Honesty.
TOGETHER THESE VALUES LEAD
TO THE OUTCOMES WE WANT
EMPATHY
Empathy is a critical tool for navigating complexity
and driving change. It’s about truly understanding
the needs of those we connect with each day —
EMPATHY
from our coworkers to our business partners, and Inclusion
the audiences we serve. Empathy leads to inclusion, Innovation
innovation and collaboration. Collaboration
BRAVERY
Bravery is about embracing smart risk to move our
business forward. It’s experimentation in the pursuit
of our strongest work. Bravery leads to risk-taking,
creativity and passion.
BRAVERY HONESTY
HONESTY Risk-Taking Trust
Honesty is about establishing a ground layer of trust Creativity Transparency
so we can give truthful, productive feedback and Passion Accountability
push each other to be the best we can be. Honesty
leads to trust, transparency and accountability.
6I NT RODU C ING THE B P S
USING & APPLYING OUR
BUSINESS PRACTICES STATEMENT
WHAT IS THE BPS?
Viacom’s Business Practices Statement (BPS) is our WHO DOES THE BPS
APPLY TO?
Code of Conduct. It sets out standards which define The standards and guidance
discussed here, together with all
what is expected of everyone working for, on behalf associated policies, apply to all
employees, officers and directors
of, or otherwise affiliated with Viacom, both in terms of Viacom and its subsidiaries.
We expect all of our suppliers,
of high ethical standards and compliance with all independent contractors, agents
and others doing business with the
applicable laws. Company, or acting on our behalf, to
hold themselves to equally
high standards.
The Statement is an important business resource that you should consult regularly because
it will assist you in choosing a course of action that is ethical, in compliance with the law
and aligned with our business goals. While no single guide can address all the issues that
could come up, it does provide the tools to navigate difficult situations we may encounter.
Topics where we need to take special care are highlighted, and where appropriate the BPS
directs us to more detailed guidance (such as policies and procedures); these may apply
to employees generally or might be particularly relevant to employees in certain locations,
business units or roles.
7I NT RODU C ING THE B P S
USING & APPLYING OUR
BUSINESS PRACTICES STATEMENT (CONT.)
HOW IS THE DOCUMENT ORGANIZED?
The first section explains the importance and use of the BPS. It focuses on our
values, how to raise concerns and general instructions for how to use
this resource.
The second half provides guidance on specific topics. Each topic is addressed in
Two parts:
HOW WE DO THE RIGHT THING
A brief statement of overarching guidance for what we stand for and
expect in relation to this topic
WHY IT MATTERS
How this topic is important in the context of running our business
successfully, doing our jobs and being good global citizens
WHAT IT LOOKS LIKE IN OUR DAY-TO-DAY WORK
Bullet points giving specific examples of behaviors to follow and
avoid on this topic
WHAT TO DO IF YOU HAVE QUESTIONS
If you have a question or need additional guidance about the topics discussed
in this Statement, please consult:
• Your manager
• A Human Resources representative
• A Compliance Officer Throughout this document you also will find embedded hyperlinks,
which you can use to navigate to helpful resources, related topics or
If you serve on the Board of Directors, please consult Viacom’s Corporate Secretary
detailed corporate policies on that subject.
or Chief Compliance Officer.
81 OUR SHARED RESPONSIBILITIES We all have an obligation to do the right thing.
1 | OU R S HARED RESP O N SI BI L I TI ES
EMPLOYEE
RESPONSIBILITIES
WHY IS OUR BPS SO IMPORTANT? Each of us plays an important
role in helping us meet our high
standards for integrity. This is why
We are a community. As a community, we must hold it’s important to be familiar with
the BPS’s contents, ask questions
ourselves and each other accountable to behave in a when something isn’t clear and
way that promotes a culture where we can all thrive. escalate concerns when we
observe questionable behavior.
We all help make that a reality when we live our Please read the Statement
carefully, making sure you
values and follow the standards in the Global Business understand every section.
Additionally, you will receive online
Practices Statement. training to help explain the various
provisions and underlying policies.
Immediately following the training,
The Statement serves as an expression of retaining the trust of our many stakeholders, our you will be asked to certify that
you understand the Statement
Viacom’s commitment to acting ethically and reputation and our long-term business success.
and have appropriately disclosed
in accordance with the laws that apply to us
certain information.
wherever we do business. It is also intended Many of the provisions in the Statement are based
to be a practical resource on ethics and legal on laws and government rules and regulations
compliance matters, providing information and that apply to Viacom employees and directors
guidance to help us always do the right thing. everywhere in the world where we
The Statement incorporates an overview of do business.
Company policies on the various topics covered.
Your understanding of and adherence to the Other policies reflect Viacom’s determination
Statement will help us sustain a culture of integrity to maintain a lawful and ethical workplace that
and respect for the law — essential to earning and is conducive to our business and free from
discrimination and harassment in any form.
101 | OU R S HARED RESP O N SI BI L I TI ES
SPECIAL RESPONSIBILITIES SUPPLIER & BUSINESS PARTNER
RESPONSIBILITIES
OF LEADERS & SUPERVISORS An essential part of doing business is
partnering with outside organizations.
However, to the extent that these
organizations can be seen as
extensions of Viacom, it’s critical
Those of us who lead or manage others have an added responsibility to act as role models, exemplifying
that they adhere to the same high
the behaviors we expect in order to create a strong ethical climate and to reflect our shared values. standards to which we hold
our employees.
In particular, if you are a leader or manager, you should:
We expect all suppliers and business
partners to review, understand and
follow our Supplier Code of Conduct
KNOW THE RULES EMPHASIZE ETHICAL and relevant provisions in
Be aware of laws, regulations, policies, BEHAVIOR this statement.
procedures and processes pertinent to Hold employees to high standards
your responsibilities. that go beyond simply adhering DIRECTOR
to “the rules”; acknowledge and RESPONSIBILITIES
WALK THE TALK publicly celebrate employee behavior
If you serve on the Board of Directors
You set the expectations and tone demonstrating our values in action. and have questions or need
for employees that report into you; additional guidance about the topics
therefore, we expect you to be visibly BE RESPONSIVE TO discussed in this Statement, please
engaged role models who promote a QUESTIONS consult Viacom’s Chief Compliance
culture of integrity and legal compliance Foster an atmosphere where employees Officer or Corporate Secretary.
through personal leadership. feel comfortable approaching you
with behavioral and compliance-related
EDUCATE YOUR TEAM questions (seeking assistance,
Empower your teams by ensuring that if required, from a more senior person
they have the knowledge, training and or the Legal Department).
resources necessary to follow the law,
this Statement and Viacom policies ADDRESS AND
and procedures. ESCALATE ISSUES
Ensure that any actual or potential
breach of the Statement is dealt with
or escalated immediately.
112 UPHOLDING OUR BPS BY ASKING QUESTIONS & REPORTING CONCERNS Learn about the many ways to make your voice heard.
2 | U PHOL DING OU R BP S BY ASK I N G QU ESTI O N S & RE P O RT I N G C O N C E RN S
SPEAKING UP
& SEEKING GUIDANCE
In order to be creative and innovative, we must foster If you do not feel comfortable approaching your
an environment where people feel comfortable immediate supervisor with your concern, our
raising their voices and sharing their ideas. We are policy also contains important information for
at our best when people are willing to share diverse how (subject to local law) to escalate concerns
viewpoints and alternate approaches. or make an anonymous report.
By the same token, we also must raise our voices Viacom prohibits retaliation against anyone for raising
when we observe inappropriate or questionable or helping to address an integrity concern in good
behavior at work. A culture where speaking up is faith. Retaliation is against our values and is grounds
encouraged not only fosters a climate of creativity for discipline up to and including dismissal.
and innovation, it also empowers each of us to be
personal ambassadors for an ethical culture,
our values and the standards of expected
employee behavior outlined in this Business
Practices Statement.
This is why we’ve created a distinct policy across
Viacom to communicate the expectations around
speaking up and non-retaliation (see the next page).
Viacom’s Speaking Up & Non-Retaliation Policy
clarifies the universal expectation of employees
to speak up and raise concerns if they see behavior
which they feel is at odds with the guidance from the
Business Practices Statement.
132 | U PHOL DING OU R BP S BY ASK I N G QU ESTI O N S & RE P O RT I N G C O N C E RN S
SPEAKING UP
& NON-RETALIATION POLICY
HOW WE DO THE RIGHT THING
Regardless of our role or tenure, we each have a responsibility — to ourselves, the
Company and each other — to ask questions, raise concerns and report misconduct.
WHY IT MATTERS
We all want to work at an ethical, respectful WHAT IT LOOKS LIKE IN OUR
workplace that lets us find our voice, speak up DAY-TO-DAY WORK
and ask questions. At any large organization, • Speaking up, asking questions and escalating
issues occasionally arise, but bad conduct concerns when we observe behavior that
flourishes when it is left locally unchallenged or seems to be breaches of our Values or
remains undiscovered. Therefore, all of us have a Viacom’s Business Practices Statement
responsibility to raise concerns when we observe
questionable behavior. • Taking personal accountability for raising
concerns (and raising them early) — and not
waiting for someone else to do it
Likewise, as an organization, Viacom has ensured
there is always a safe space for employees to
• Using alternate reporting channels (see chart on
raise concerns in good faith. We take your reports page 15 for guidance) if you feel uncomfortable
very seriously. This is why Viacom absolutely raising your concern within your
prohibits retaliation against anyone for raising or immediate department
helping to address an integrity concern in
good faith. • Being familiar with OPENLINE, Viacom’s
anonymous helpline
• Never retaliating against another employee
for submitting a report in good faith
For more information, contact our Office of Compliance for guidance.
142 | U PHOL DING OU R BP S BY ASK I N G QU ESTI O N S & RE P O RT I N G C O N C E RN S
REPORTING OPTIONS FOR REPORTING CONCERNS
CONCERNS YOUR MANAGER
If you are comfortable speaking to your immediate manager, and he
or she is not involved in the potential impropriety, then schedule a
private meeting with him or her to discuss your concerns.
USING OPENLINE TO MAKE A REPORT
If you’d prefer to discuss your questions or concern
with someone outside your location or team, one BUT: if you are not comfortable speaking with your manager, try:
option is through OPENLINE. Calls to OPENLINE can
be made 24 hours a day, 7 days a week. You may
remain anonymous if you wish (subject to local law). Your Human Resources
However, it is helpful when you identify yourself Your Department Head or Representative
because it allows us to follow up and get more
detailed information when appropriate.
• Call OPENLINE toll-free at 1-855-833-5027 or click BUT: if you are not comfortable speaking with them, try:
here to find the toll-free number for your country
• Visit OPENLINE at
A lawyer in your Viacom’s
www.viacomOPENLINE.ethicspoint.com
Business Unit or General Counsel
REPORTING PROCEDURES FOR
MEMBERS OF THE BOARD BUT: if you would rather not contact any of these people,
you can still try:
Members of the Board of Directors should report to
either the Corporate Secretary or the Chair of the
Governance and Nominating Committee.
Viacom’s Compliance Officers
or
You can always bypass all the channels above and make an
anonymous report directly to OPENLINE.
15UNDERSTANDING & APPLYING OUR STANDARDS
3
CREATING A GREAT
PLACE TO WORK
How we can all help ensure a safe and inclusive
work environment.
173 | C REATING A GRE AT P L ACE TO WO R K
VALUING DIVERSITY FREQUENTLY ASKED QUESTIONS
& INCLUSION
Q: What is diversity?
A: Diversity includes all the ways we
are different. Age, gender and
ethnicity are among some of the
more visible signs of diversity. Less
HOW WE DO THE RIGHT THING obvious aspects include work styles,
sexual orientation or education.
We embrace global diversity in all its forms and strive to maintain an inclusive environment
and a culture that values all perspectives and backgrounds. Q: What is inclusion?
A: Inclusion is the state of being
respected, valued and supported.
WHY IT MATTERS Q: Why are diversity and
• Extending this commitment to every aspect inclusion paired?
We are focused on creating an environment that A: Diversity doesn’t work without
of our business and operations, from the
supports all of our people, professionally and inclusion. Inclusion ensures that
programming and movies we create to
personally, to ensure that we can bring our best employee benefits, programs, hiring employees, in all the ways they are
selves to work and drive creativity, innovation and and development diverse, can connect and collaborate
results by connecting with the rich diversity of our with each other and realize their
employees, audiences and partners. • Recognizing and respecting the value that potential in the workplace.
diversity of people and ideas brings to the
Q: How do I know if I am working in
workplace, enabling us all to have a “place at
an inclusive work environment?
WHAT IT LOOKS LIKE IN OUR the table” and realize our full potential
A: You should be able to agree with all of
DAY-TO-DAY WORK these statements:
• Having people in leadership positions
• Promoting equal engagement of all employees hold themselves accountable for creating, • I am treated with respect
developing, promoting and championing a •M y team values different views
• Ensuring that all employment decisions diverse, multicultural workforce and leading and perspectives
are based on individual merit and business by example — all day, every day — in the way •M y leader supports and drives an
needs, irrespective of race, religious they behave and champion the principles of open and collaborative environment
creed, color, sexual orientation, national diversity and inclusion throughout Viacom
origin, gender, ancestry, physical or mental
disability, age, sex, gender expression,
gender identity, military and veteran
status, marital status or any other personal
characteristic protected by applicable law
For more information, contact Human Resources for guidance.
183 | C REATING A GRE AT P L ACE TO WO R K
PROMOTING A HARASSMENT-FREE EXAMPLES OF HARASSMENT
WORKPLACE
• Making degrading and disparaging
comments, jokes or slurs related
to race, color, age, gender, gender
expression, sexual orientation and
other categories protected by the
HOW WE DO THE RIGHT THING laws that apply to us
We are committed to providing a work environment free of offensive • Displaying or storing written or
or unlawful harassment. graphic material that ridicules,
insults or shows hostility
toward a group or individual
WHY IT MATTERS WHAT IT LOOKS LIKE IN OUR
• Distributing or storing
At Viacom, we feel strongly that every employee DAY-TO-DAY WORK pornographic, obscene or
should be treated with dignity and respect, • Being familiar with and adhering to Viacom’s sexually suggestive content
regardless of their race, color, ethnicity, national Policy Against Harassment and this Statement’s
origin, religion, creed, sex, sexual orientation, guidance on Valuing Diversity & Inclusion • Asking for dates, or making
unwelcome sexual advances, when
gender, gender identity, gender expression, age,
• Never making inappropriate statements it is clear — or becomes clear —
marital status, disability, veteran status, citizenship
concerning a person’s race, religious creed, that the overture is unwelcome
status or any other personal characteristic
color, sexual orientation, national origin, • Making unwelcome sexual requests
protected by applicable law. We have zero
ancestry, physical or mental disability, age, sex, while insinuating that access to or
tolerance for a hostile work environment.
gender, gender expression, gender identity, denial of job benefits is dependent
military and veteran status, marital status or upon compliance with the request
We should never be subjected to harassment
other legally protected personal characteristic,
(sexual or otherwise), whether in the office or • Making inappropriate or
or inappropriate statements of a sexual nature,
in any other work-related settings, including such as comments about an individual’s body or threatening physical conduct,
meetings, trips and social events. Harassment appearance or intrusive personal questions such as unwelcome touching or
includes verbal, physical and visual conduct that or comments impeding or blocking another
creates an intimidating, abusive, offensive or (continued on next page) person’s movements
hostile working environment which interferes
with work performance. Every employee has the
right to feel safe when working with co-workers,
including managers, vendors, suppliers, clients,
visitors or independent contractors.
ForHuman
For more information, contact more information,
Resources review our Policy Against Harassment or contact Human Resources for guidance. gu
for guidance. 193 | C REATING A GRE AT P L ACE TO WO R K
PROMOTING A HARASSMENT-FREE
WORKPLACE (CONT.)
WHAT IT LOOKS LIKE IN OUR
DAY-TO-DAY WORK (CONT.) CLICK HERE FOR ADDITIONAL GUIDANCE
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• A
dhering to Viacom’s guidance on harassment
whenever utilizing social media
• R
eporting instances of harassment to a
manager or someone from your Human
Resources, Legal or Compliance Department;
and refusing to retaliate after an unwanted
overture or inappropriate conduct is rejected,
or in response to the reporting of such conduct
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for guidance. 203 | C REATING A GRE AT P L ACE TO WO R K
ENSURING HEALTH EXAMPLES OF HEALTH
& SAFETY MEASURES
& SAFETY IN THE WORKPLACE • F
ire drills in NYC, earthquake
drills in CA and tornado drills
in our Nashville office
HOW WE DO THE RIGHT THING • Incident report submissions
to our Risk Management
We are committed to maintaining a safe and healthy work environment for all employees, contractors, team in the case of injury
visitors and business partners. By delivering world-class health and safety measures across our in the workplace
multinational, multicultural and multi-disciplined work environments, we minimize health hazards and • C
risis management plans
injuries to our employees, partners and audiences. for all of our locations
• S
afety Coordinator assessments
on production sites
WHY IT MATTERS
• Requiring our business partners, vendors and
• P
osting of health and safety
Feeling physically safe and secure at work is suppliers to operate their respective businesses
laws in accessible areas
a prerequisite to being creative, innovative in a safe and environmentally responsible manner
and successful. Health and safety regulatory • R
egular training for employees
requirements help ensure all employees • Periodically assessing risks to health and who operate machinery and/
will be able to come to work without fear of safety in our daily work processes or electrical equipment so
avoidable harm or injury. By being compliant they can protect themselves,
with those regulations, we contribute positively • Conducting safety training for relevant audiences other people, property
in a timely manner and the environment
to the Company’s success and make Viacom a
workplace where everyone can feel comfortable
• Recording and reporting accidents and incidents
and secure.
when they happen
• Encouraging managers and employees to work
WHAT IT LOOKS LIKE IN OUR together to implement and maintain a safe work
DAY-TO-DAY WORK environment — managers should support and
• T
aking the initiative to prevent accidents hold their teams accountable for complying with
and injuries safety measures and best practices; employees
should cooperate with their managers by
• P
roactively reporting health and safety risks in the adhering to these safety measures
workplace
• Encouraging an active safety culture,
• Meeting or exceeding all regulatory wherever you work
requirements
For more information, contact Human Resources for guidance. 214 ACTING IN THE BEST INTEREST OF VIACOM How to handle conflicts of interest, gifts and confidentiality.
4 | ACTING IN THE B EST I N TER EST O F V I ACO M
AVOIDING CONLICTS EXAMPLES OF CONFLICTS
OF INTEREST
OF INTEREST • Working for, or receiving compensation
from, a Viacom customer, supplier or
competitor, or an analyst who covers
Viacom or our industry
HOW WE DO THE RIGHT THING • E
ngaging a supplier owned or
managed by a relative
We always act in the best interests of Viacom whenever we negotiate, make business
• H
aving a personal financial interest
recommendations and conduct commercial dealings with third parties, suppliers, customers or in a Viacom transaction
contractors. We take steps to avoid and disclose any divisions of loyalty between Viacom’s best
• A
ccepting a gift from a supplier in
interests and our own personal interests and relationships. violation of Company policy
• M
issing work because of a
WHY IT MATTERS second job
In order to be collectively successful and for our
• P
romptly disclosing to Viacom, in writing, any • S
teering business opportunities we
business to thrive, we need to make the best
potential or actual conflicts of interest via the discover in the course of our work to
business decisions possible. A conflict of interest our personal networks, when
Stand Alone Disclosure Form for Potential
arises when a family or personal interest interferes that partnership may not be in
with our ability to make sound, objective business Conflicts of Interest on Viacom’s online
Viacom’s best interests
decisions on behalf of our Company. training website; updating and resubmitting our
disclosure anytime our circumstances change WHAT SHOULD YOU DISCLOSE?
The basic factor in all conflict of interest situations
is the division of loyalty (or a perception of a • A
voiding any investments, financial interests Q: Suppose your spouse (or best friend)
conflict of loyalty) between your personal interests or other relationships motivated by personal owns a business that supplies
and Viacom’s interest. Even the appearance of goods or services to Viacom. Are
business concerns that might influence, or
you required to disclose this as a
a conflict of interest can undermine our integrity appear to influence, our decisions when
potential conflict of interest?
and reputation with our coworkers, customers, conducting business on Viacom’s behalf A: Yes, even if you are not responsible
suppliers and the public. Viacom’s review of any
for making any decisions that directly
disclosure of a conflict or potential conflict will • N
ot accepting fees, commissions or any other affect the supplier, you should disclose
always take into account local law. personal benefit (other than as permitted under it. Viacom’s review may determine
the Viacom Travel and Entertainment and there’s no actual conflict of interest.
Business Expense Policy) from any person If, on the other hand, you are
WHAT IT LOOKS LIKE IN OUR or business involved in any transaction with responsible for purchasing decisions
DAY-TO-DAY WORK Viacom that could appear to influence decisions
that affect the supplier, Viacom may
determine that the situation is an
• Never allowing our family and close personal when conducting business on Viacom’s behalf actual conflict of interest and will
relationships to interfere with our business introduce an appropriate remedy.
decisions or our work environment
For more information, review our more detailed Conflict of Interest Presentation or contact our Office of Compliance for guidance.
234 | ACTING IN THE B EST I N TER EST O F V I ACO M
NAVIGATING GIFTS, ENTERTAINMENT
& OTHER BUSINESS COURTESIES
HOW WE DO THE RIGHT THING
We never give, offer or receive inappropriate gifts, entertainment or other business courtesies and
always take care to follow the guidance in Viacom’s Travel and Entertainment and Business FAQ: DISCLOSURES
Expense Policy. Q: Do I need to disclose all gifts,
entertainment or other favors?
WHY IT MATTERS A: As long as the value of the item is
At Viacom, our high ethical standards act as WHAT IT LOOKS LIKE IN OUR below the applicable minimal value
DAY-TO-DAY WORK outlined in section 3.2 of Viacom’s
the foundation for our business relationships.
Although building and fostering relationships
Travel and Entertainment
• B
eing aware of what gifts and monetary
and Business Expense Policy
with clients, suppliers and other third parties thresholds are allowed under the Viacom
and does not obligate you or
is a commonplace aspect of doing business, Travel and Entertainment and Business
influence your decision-making
we must always be careful that any gifts, meals Expense Policy
in any way, you do not need
or entertainment we offer or accept follow the to disclose it. Check with your
provisions of this Statement and Company policy. • N
ever accepting fees, commissions or
Company’s HR representative
any other personal benefit (other than as
if you have any questions.
Perception is often mistaken for reality. When permitted under the Viacom Travel and
expenditures exceed Company policy without Entertainment and Business Expense
the advice of your legal team, they can suggest Policy) from any person or business
that business decisions are being made because involved in any transaction with Viacom
of the items exchanged, rather than because of
sing the Stand Alone Disclosure Form for
• U
the merits of our goods and services. Therefore,
Potential Conflicts of Interest (located in
we avoid any inappropriate gifts that could cause
the “To-do list” of the online training portal) to
others to conclude there is a conflict of interest or
promptly disclose any gift which exceeds the
that business decisions were arrived at through
monetary limits set forth in the “Receiving Gifts”
improper means. section of the Travel and Entertainment and
Business Expense Policy
(continued on next page)
For more information, review Viacom’s Travel and Entertainment and Business Expense Policy or contact the T&E team for guidance.
244 | ACTING IN THE B EST I N TER EST O F V I ACO M
NAVIGATING GIFTS, ENTERTAINMENT KNOWLEDGE CHECK
After completing a successful
& OTHER BUSINESS COURTESIES (CONT.) project with a vendor, the vendor
gave Tom tickets to a sporting event
as a thank-you gift. To determine if
keeping the tickets doesn’t violate
Viacom’s policy, Tom should take
WHAT IT LOOKS LIKE IN OUR these steps:
DAY-TO-DAY WORK (CONT.) 1. Checking the Travel and
• N
ever soliciting or accepting money for Entertainment and Business
one’s personal benefit in any amount from Expense Policy to ensure the
a current or potential supplier, customer or cost of the tickets (including
competitor of our Company transportation, etc.) doesn’t
exceed what is allowable under
• N
ever offering or supplying entertainment, Viacom’s policy.
meals, transportation, gifts or other favors to
any person in a business relationship with 2. Determining if business would be
the Company, other than those reasonable conducted at the event.
and appropriate for the individuals involved
3. Disclosing receipt of any gift
and the business at hand (see the Viacom above those thresholds using
Travel and Entertainment and Business the online stand-alone
Expense Policy for specific limitations on disclosure form.
giving and receiving things of value)
4. Making sure accepting the gift
• N
ever facilitating a known conflict with one wouldn’t interfere with Tom’s
of our suppliers or customers, or with a ability to make objective business
government official by, for example, making decisions for that vendor
a payment to an individual when we know in the future.
the funds should go to his or her employer
• N
ever offering a gift or invitation for
entertainment to a government official
without first discussing it with Viacom’s
Legal or Compliance department
For more information, review Viacom’s Travel and Entertainment and Business Expense Policy or contact the T&E team for guidance.
254 | ACTING IN THE B EST I N TER EST O F V I ACO M
ENSURING CONFIDENTIALITY, TRANSACTIONS EXAMPLES OF CONFIDENTIAL
OR PROPRIETARY INFORMATION
IN SECURITIES & FAIR DISCLOSURE • Any non-public information
concerning Viacom, its businesses,
industry, competitors, financial
performance, results or prospects, or
HOW WE DO THE RIGHT THING information that may provide Viacom
with a competitive advantage
We must maintain the confidentiality of the sensitive information entrusted to us by the Company and
• Any non-public information
others with whom we do business. We also must never use or disclose material non-public information provided by a third party with the
in connection with buying or selling stock or other securities, which is known as “insider trading.” expectation that such information
will be kept confidential and used
solely for the business purpose
for which it was conveyed
WHY IT MATTERS Viacom, its businesses, customers, prospective
customers or other third parties. The misuse of “MATERIAL INFORMATION” IS:
IInsider trading is illegal. Our success in the Anything that a reasonable investor
this information could harm Viacom’s business and
marketplace requires the trust and confidence of would consider important in
reputation. Therefore, each of us must maintain
the investment community. Sustaining this trust determining whether to buy or
the confidentiality of all the information entrusted
requires that we act with integrity when trading sell securities.
to us — except when disclosure is authorized by
public securities, following federal and state
our Company or legally required. Examples may include:
securities laws.
• Earnings and financial results
Likewise, Viacom is subject to rules and • Advertising trends and analyses
regulations that prohibit the disclosure of material WHAT IT LOOKS LIKE IN OUR
information to securities analysts and other DAY-TO-DAY WORK • Budgets and planning documents
market professionals before making it available • Never publicly discussing confidential • News about significant mergers,
to the general public. These rules and regulations Company information outside of appropriate acquisitions, divestitures,
require publicly traded companies to previously work channels, including online, in chat arrangements with distributors or
or simultaneously make public any “material rooms, on websites, in blogs or through other commercial transactions
non-public information” (oral or written) that a social media such as Facebook and Twitter
• Major litigation
company discloses to the financial community and
to shareholders. Viacom may not communicate voiding the disclosure of confidential or
• A • Significant news about our
material non-public information selectively to sensitive Company information, or the making movies, shows or talent
of other statements detrimental to Viacom or
analysts or shareholders.
which reflect poorly on us as representatives of • Significant product or market news
the Company • Senior management developments
In carrying out Viacom’s business, we often learn
(continued on next page)
confidential or proprietary information about
For more information, contact an attorney in Viacom’s corporate law office.
264 | ACTING IN THE B EST I N TER EST O F V I ACO M
ENSURING CONFIDENTIALITY, TRANSACTIONS PRE-CLEARANCE REQUIREMENTS
IN SECURITIES & FAIR DISCLOSURE (CONT.)
FOR VIACOM SECURITIES
Certain officers of Viacom, its directors
and certain other employees are,
because of their position, subject to
additional restrictions (“pre-clearance”
or “windows”) on trading Viacom
WHAT IT LOOKS LIKE IN OUR • P
reserving the confidentiality of non-public
securities. If these additional trading
DAY-TO-DAY WORK (CONT.) information, even after our employment
restrictions apply to you, you will have
(or service as a director) ends
• N
ever assisting investors or other analysts with received a detailed memorandum that
information about Viacom, its competitors or the explains the rules.
• N
ever allowing the unauthorized recording
industry except if that is clearly part of our job
of any Viacom business using audio or video
HEDGE/PLEDGE RESTRICTIONS FOR
recorders, other electronic recording devices
• N
ever using material non-public information for VIACOM SECURITIES
or any other non-manual or non-written means
buying or selling stock or other securities for
(any exception to this rule requires express You are prohibited from having “short”
personal advantage
authorization from a Viacom lawyer and Human positions in Viacom securities. In
Resources) other words, no one may sell Viacom
• N
ever “tipping,” which means communicating
securities “short” or buy or sell any
material non-public information for use in buying
• A
cknowledging that the only Viacom security (such as “puts,” “calls” and
or selling stock or other securities, except
executives with authority to make disclosures other derivative securities) if their
if authorized by an executive with authority
of material non-public information are: the action would result in receiving any
to make disclosures of material non-public
Chief Executive Officer; Chief Financial Officer; gain or benefit if the price of the
information
General Counsel; and the heads of Investors Viacom security declines. The simple
Relations and Corporate Communications reason for this rule is that we are all
• N
ever trading in the securities of a business
working hard to increase the value
partner or potential business partner if
of our Company, and it would be
we learn of any non-public information
unseemly for us to personally profit
from a decline in Viacom’s stock price.
You are also prohibited from hedging
unvested equity compensation. Viacom
executive officers are further prohibited
from hedging any Viacom stock or
equity compensation, and may not
pledge stock without the permission of
the Compensation Committee of the
Board of Directors.
For more information, contact an attorney in Viacom’s corporate law office.
275 ACTING AS AN AMBASSADOR OF THE ORGANIZATION Tips on using social media, speaking for the company and engaging in politics.
5 | ACTING AS AN A M BASSAD O R O F TH E O R GAN I Z AT I O N
CONNECTING RESPONSIBLY EXAMPLES OF UNACCEPTABLE
USE OF SOCIAL MEDIA
THROUGH SOCIAL MEDIA • U
sing ethnic slurs, personal insults
or obscenities while engaging
someone over social media
• P
ublishing conversations about
HOW WE DO THE RIGHT THING
confidential Company information
We embrace the importance of using social media as a business tool to connect, communicate and
• P
osting or distributing inappropriate
share ideas and always engage with it in a responsible and professional manner.
content of yourself or others
• C
onducting or soliciting
business of any kind on behalf
WHY IT MATTERS
of Viacom without authority
There are many legitimate business and WHAT IT LOOKS LIKE IN OUR
personal reasons for using social media. • M
aking false statements about
DAY-TO-DAY WORK
yourself, your role at Viacom,
However, we recognize that social media
• A
lways seeking management’s written Viacom as a company, its
platforms such as Facebook, Twitter, YouTube approval before disclosing, citing or divisions or its affiliates
and LinkedIn can change and amplify the way referencing Viacom confidential or
we interact with friends, coworkers, customers proprietary information or that of any other • D
istributing Viacom’s or any
and even potential new hires. The boundaries person or company — when in doubt, intellectual property without
can sometimes be blurred between our work ask your manager or Human Resources obtaining permissions or
and personal lives. We need to be mindful representative before acting prior written approval in the
case of Viacom content
and responsible in our use of social media
communications. • S
peaking in the first person when engaging • D
isplaying or storing written or
in personal, social media communications,
graphic material that ridicules,
While inappropriate use of social media can making it clear that we are speaking for
insults or shows hostility toward
seem innocuous, employees are responsible ourselves and not on behalf of Viacom
a group or individual
for the content they publish and can be held (continued on next page)
personally liable. Discretion, irrespective of
where it is being posted, should be observed at
all times.
For more information, review our Social Media Policy or contact Human Resources or your Legal Department for guidance.
295 | ACTING AS AN AM BASSAD O R O F TH E O R GAN I Z AT I O N
CONNECTING RESPONSIBLY
THROUGH SOCIAL MEDIA (CONT.)
WHAT IT LOOKS LIKE IN OUR • Adhering to this rule prior to posting
DAY-TO-DAY WORK (CONT.) anything online: If something makes us
even the slightest bit uncomfortable,
• Never using the same passwords for social
we STOP and consult our manager for
media that we use to access Viacom’s
appropriate next steps or contact our
computing resources; likewise, never
Human Resources representative
following links or downloading software on
social media pages posted by individuals or
• Upholding Viacom’s commitment to a
organizations that we do not know
harassment free and inclusive work
environment in your social media activity.
• Never conducting confidential business
This expectation applies to social media
with a customer or partner through our
use at work and social media use outside
personal or other social media sites
of work. Failure to do so may result in
disciplinary action, or even, termination.
• Using our real names and titles, where
appropriate (and not a persona), when we are
• Following all other behavioral guidance in this
using social media for work — in this way, we
Statement while utilizing social media
are representing what we know and what falls
within our area of expertise or responsibility,
ensuring that Viacom’s professional and
business standards remain intact
For more information, review our Social Media Policy or contact Human Resources or your Legal Department for guidance.
305 | ACTING AS AN AM BASSAD O R O F TH E O R GAN I Z AT I O N
SPEAKING FOR FREQUENTLY ASKED QUESTIONS
THE COMPANY
Q: W hat about philanthropy and
business awards?
A: As a concerned and responsible
corporate citizen, Viacom is
committed to supporting worthy
HOW WE DO THE RIGHT THING charitable organizations in its
communities and industries. To
We speak with one voice when communicating to the public about our business. help coordinate these efforts,
we must obtain approval prior
to accepting any invitation
to be honored as a Viacom
representative or taking a
WHY IT MATTERS leadership position as a Viacom
• E
nsuring that issuing news releases or written
Our customers, audiences, stockholders and statements about Viacom’s business is the representative at a charitable
other key stakeholders deserve clear, complete, exclusive responsibility of the relevant Viacom event or organization. We
accurate and consistent communications. Corporate Communications Department must also clear in advance all
Authorized Viacom spokespersons have charitable contributions using
the training and knowledge to appropriately • N
ever posting any internal information about Viacom’s funds or resources by
Viacom’s business on the Internet or social contacting Viacom’s Corporate
communicate our business strategy, announce
media platforms without prior approval Communications Department
news about Viacom and provide context that best
(individuals who serve on the
represents our company.
• P
rohibiting any outside consultants, bankers, Board of Directors must obtain
law firms or other third parties working under clearance from Viacom’s
our supervision from commenting on any Corporate Secretary).
WHAT IT LOOKS LIKE IN OUR Viacom matter without authorization from Q: Can I speak with a reporter
DAY-TO-DAY WORK our Company’s Corporate Communications “off the record” if I think
• F
orwarding all requests for information from the Department that I won’t be quoted?
news media — even those requests that seem (continued on next page) A: No. Even if you’re not quoted,
informal — to our Corporate Communications there may be legal, financial
or Public Relations Department, as only and competitive risks for both
designated Company spokespersons may you and Viacom as a result
handle communications on Viacom’s behalf of communicating with a
reporter. These rules apply to
all media contacts, whether “on
the record,” “off the record,”
unattributed, anonymous or for
“background” information.
For more information, contact Corporate Communications for guidance.
315 | ACTING AS AN AM BASSAD O R O F TH E O R GAN I Z AT I O N
SPEAKING FOR
THE COMPANY (CONT.)
WHAT IT LOOKS LIKE IN OUR • C
ontacting a lawyer from your Legal
DAY-TO-DAY WORK (CONT.) Department immediately if an inquiry, call or
other correspondence (e.g., a subpoena) is
• A
dvising the Company’s Corporate
received from law enforcement, a regulatory
Communications Department (or other person
agency or from an attorney – regarding
designated by our Company for this purpose)
alleged violations of law or policies by
before accepting an invitation to give a speech,
individuals associated with Viacom
interview or presentation (members of the
Board of Directors may contact Viacom’s
• E
nsuring that any presentations — even if
Corporate Secretary with any questions), and
authorized by Corporate Communications —
distinguishing our personal views from those
do not include financial information about
of Viacom when speaking in public or at
Viacom or your Business Unit unless such
industry forums
material is previously reviewed and approved
by the Finance Department and Viacom’s
• A
lways consulting with our Company’s
General Counsel or the General Counsel of
Corporate Communications Department if we
your Business Unit
anticipate any contact with the news media
on non-Viacom business that could result in
• R
equesting approval from Corporate
a reference to our connection with Viacom —
Communications before endorsing a product
individuals who serve on the Board of Directors
or business on behalf of our Company
must contact Viacom’s Corporate Secretary
For more information, contact Corporate Communications for guidance.
325 | ACTING AS AN AM BASSAD O R O F TH E O R GAN I Z AT I O N
PARTICIPATING IN KEY DEFINITION
THE POLITICAL PROCESS
Public Official:
An elected or appointed official,
or any other official or employee,
of any foreign, federal, state or
local legislature, executive branch
HOW WE DO THE RIGHT THING agency or other government agency,
commission, board, authority or
We encourage employees to participate in the political process and engage in political activities. public fund, including government-
However, we always make it clear that our views and actions are our own, and not those of the owned enterprises such as film
Company. Therefore, we never contribute Viacom funds, assets, services or facilities to or on behalf of and media companies, or any other
governmental or quasi-
a U.S. political party, candidate or political action committee (“PAC”). governmental entity.
Viacom employees and directors
WHY IT MATTERS may not give gifts of any value to
• E
nsuring that we do not use Company time, any public official, or to the official’s
Whether it’s volunteering to campaigns, donating
property or facilities for any personal spouse or child. In some cases,
money or sharing your views, we believe that political activity after consultation in advance with
it’s terrific when employees engage in the civic
the Viacom Government Relations
process and get involved. However, it should • N
ever using Viacom’s name in a way that Office, certain gifts to federal officials
always be clear to outside observers that these suggests the company sponsors or endorses may be permitted.
are your personal endorsements and that you our personal political activities
aren’t speaking for Viacom when you engage Provision of any business courtesy,
in personal political activities. Using Viacom’s • N
ever using our position to pressure fellow gift or payment to any federal
name or resources in any way that suggests the team members to make political contributions or government or political party official,
support or oppose particular candidates employee, candidate or agent —
company sponsors or endorses your activities
whether made directly or through
distorts the democratic process and may violate
• O
btaining approval from the Corporate an intermediary — must be first
federal regulations on political contributions.
Compliance Officer, our Company’s General approved by the Executive Vice
Counsel or Viacom Government Relations President, Government Affairs; in the
before engaging in political activity on the case of state or local governments,
Company’s behalf the relevant Business Unit
WHAT IT LOOKS LIKE IN OUR Compliance Officers; and for foreign
DAY-TO-DAY WORK • E
nsuring that we are in compliance governments, by Corporate Legal or
• C
omplying with all relevant laws regulating with Viacom’s International Practices a Compliance Officer.
the Company’s participation in political affairs, Manual and Viacom’s Delegation
including political contributions of Authority (DoA) Matrix
For more information, review our International Practices Manual or contact the Office of Government Relations.
336 SAFEGUARDING VIACOM’S INFORMATION & ASSETS Take simple actions to help protect our data and resources.
6 | S AFEGU ARDING V I ACO M ’ S I N FO R M ATI O N & ASS E T S
USING & SAFEGUARDING CORPORATE ASSETS INCLUDE
BUT ARE NOT LIMITED TO:
VIACOM’S ASSETS • Physical assets, such as the space
in which we work, film, books and
records, and business equipment
HOW WE DO THE RIGHT THING • F
inancial assets like cash, securities,
receivables and investments
We all have a responsibility to be good stewards of the Company’s assets in all their forms, so we can
• P
roprietary information, including
run our business efficiently and preserve its value. intellectual property such as trade
secrets, media content, patents,
trademarks and copyrights,
WHY IT MATTERS show names and titles, as well as
• N
ever sharing company trade secrets and other confidential business information
Company assets take many forms (see sidebar).
proprietary information with anyone without
Inappropriate use or a failure to protect assets can • Contract rights and licenses
prior approval from management
have a direct negative impact on our ability to do • Information and communication
business efficiently and profitably. Everyone has • R
eturning any and all Company property at the systems and data, including
a shared responsibility to prevent loss, damage, conclusion of employment with Viacom electronic data or messages stored
theft, unauthorized or improper use or waste of in or sent by or to those systems,
company assets. • M
aking only reasonable and incidental personal or when pertaining to
use of company assets, including equipment Company business
and employees’ time
WHAT IT LOOKS LIKE IN OUR (continued on next page)
DAY-TO-DAY WORK
• N
ever using Viacom’s brands, titles, shows, etc.,
for non-work-related activities unless approved
in writing by Viacom Legal
• A
cknowledging that all documents, data,
recordings, equipment or other items utilized
in the course of our work are and will remain
Viacom property
For more information, review our Information Security Policies or contact Information Security, Human Resources or your Legal Department for guidance.
356 | S AFEGU ARDING V I ACO M ’ S I N FO R M ATI O N & ASS E T S
USING & SAFEGUARDING EXAMPLES OF
PROHIBITED ACTIVITIES
VIACOM’S ASSETS (CONT.) • U
sing a Viacom information
system to engage in procuring
or transmitting material that is
in violation of harassment or
discrimination laws or other
Viacom policies
WHAT IT LOOKS LIKE IN OUR • U
sing email and voicemail in accordance with
DAY-TO-DAY WORK (CONT.) Viacom’s Email Policy • M
aking fraudulent offers of
• N
ever installing any software or hardware products, items or services
• B
eing aware that all email and voicemail originating from any Viacom
when using Viacom technology, unless
using Viacom’s systems are not private information system or conducting
approved and supported by Viacom Media
communications — Viacom may monitor the any business other than
& Technology Services — this avoids the
contents of email or voicemail messages; such Viacom business
potential to introduce malicious programs
monitoring is always conducted in accordance
into the network or server (e.g. viruses, • D
estroying, modifying or abusing
with local law
worms, Trojan horses, spyware, malware, any computer hardware, software,
ransomware or infected executable files) networking equipment, printers,
other information systems and any
information that could be relevant
in a legal matter
• U
sing a non-encrypted laptop,
tablet, mobile device or external
storage device to copy or save
sensitive, confidential and/or
personal information
• S
toring sensitive or personally
identifiable information on any
laptop, tablet, mobile device or
external storage device unless
required by your job function
and in accordance with our
Information Security Policies
For more information, review our Information Security Policies or contact Information Security, Human Resources or your Legal Department for guidance.
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