AVOIDING CONFLICTS OF INTEREST
Why it matters
In order to be collectively successful and for our business to thrive, we need to make the best business decisions possible.
A conflict of interest arises when a family or personal interest interferes with our ability to make sound, objective business decisions on behalf of our Company. The basic factor in all conflict of interest situations is the division of loyalty (or a perception of a conflict of loyalty) between your personal interests and Paramount’s interest.
We must always act in the best interests of Paramount whenever we negotiate, make business recommendations, and conduct commercial dealings with third parties, suppliers, customers, or contractors. Even the appearance of a conflict of interest can undermine our integrity and reputation with our co-workers, customers, suppliers, and the public.
Therefore, we take steps to avoid and disclose any divisions of loyalty between Paramount’s best interests and our own personal interests and relationships. Paramount’s review of any disclosure of a conflict or potential conflict will always take local law into account.
Examples of conflicts of interest:
- Working for, or receiving compensation from, a Paramount customer, supplier or competitor, or an analyst who covers Paramount or our industry.
- Engaging a supplier owned or managed by a relative.
- Having a personal financial interest in a Paramount transaction.
- Accepting a gift from a supplier in violation of Company policy.
- Missing Paramount work responsibilities because of a second job.
- Accepting an external position (e.g. – employment or a board seat) that has not been formally disclosed and approved.
- Steering business opportunities we discover in the course of our work to our personal networks, when that partnership may not be in Paramount’s best interests.
Frequently asked questions
Q: Suppose your family member or close friend owns a business that supplies goods or services to Paramount. Are you required to disclose this as a potential conflict of interest?
A: Yes, even if you are not responsible for making any decisions that directly affect the supplier, you should disclose it. Paramount’s review may determine there’s no actual conflict of interest.
If, on the other hand, you are responsible for purchasing decisions that affect the supplier, Paramount may determine that the situation is an actual conflict of interest and will introduce an appropriate remedy.
What it looks like in our day-to-day work
- Never allowing our family and close personal relationships to interfere with our business decisions or our work environment.
- Promptly disclosing to Paramount any potential or actual conflicts of interest via the Disclosure Form for Potential Conflicts of Interest on Paramount’s online training website; updating and resubmitting our disclosure anytime our circumstances change.
- Avoiding any investments, financial interests, or other relationships motivated by personal business concerns that might influence, or appear to influence, our decisions when conducting business on Paramount’s behalf.
- Not accepting fees, commissions, or other personal benefits from any person or business involved in any transaction with Paramount that could appear to influence decisions when conducting business on Paramount’s behalf.
For more information view the detailed Conflicts of Interest Policy or contact the Office of Global Compliance.
NAVIGATING GIFTS, ENTERTAINMENT & OTHER BUSINESS COURTESIES
Why it matters
At Paramount, our high ethical standards act as the foundation for our business relationships. Although building and fostering relationships with clients, suppliers, and other third parties is a commonplace aspect of doing business, we must always be careful that any gifts, meals, or entertainment we offer or accept follow the provisions of this Statement and Company policy. Perception is often mistaken for reality.
When expenditures exceed Company policy without the appropriate approval of your legal team, they can suggest that business decisions are being made because of the items exchanged, rather than because of the merits of our goods and services. We therefore avoid any inappropriate gifts that could cause others to conclude there is a conflict of interest or that business decisions were arrived at through improper means.
What it looks like in our day-to-day work
- Being aware of what gifts and monetary thresholds are allowed under the Global Travel & Expense Policy.
- Never accepting fees, commissions or any other personal benefits from any person or business involved in any transaction with Paramount.
- Promptly disclosing any gift you have received or been offered which exceeds $500 USD (or the monetary equivalent in your local currency) using the Disclosure Form for Potential Conflicts of Interest found on the left side of the online training portal.
- Never soliciting or accepting any amount of money for one’s personal benefit from a current or potential supplier, customer, or competitor of our Company.
- Never offering or supplying entertainment, meals, transportation, gifts, or other favors to any person in a business relationship with the Company, other than those reasonable and appropriate for the individuals involved and the business at hand (see the Global Travel & Expense Policy for specific limitations on giving things of value).
- Never facilitating a known conflict with one of our suppliers or customers or with a government official by, for example, making a payment to an individual when we know the funds should go to his or her employer.
- Never offering a gift or invitation for entertainment to a government official without first discussing it with Paramount’s Legal or Compliance department.
- Never offering or supplying entertainment, meals, transportation, gifts, or other favors to any person in a business relationship with the Company, other than those reasonable and appropriate for the individuals involved and the business at hand (see Paramount’s Global Travel & Expense Policy for specific limitations on giving and receiving things of value).
Frequently asked questions
A: As long as the value of the item received is below $500 USD (or the monetary equivalent in your local currency) and does not obligate you or influence your decision-making in any way, you do not need to disclose it. Check with your Company’s HR representative or Global Compliance if you have any questions.
- Ensure the cost of the tickets (including transportation, etc.) doesn’t exceed $500 USD (or the monetary equivalent in your local currency).
- Determine if business would be conducted at the event.
- Disclose receipt of any gift above $500 USD (or its monetary equivalent) using the online Disclosure Form for Potential Conflicts of Interest. Please note, if you are unsure of an expensive gift’s value, it’s better to disclose it, and a member of the Global Compliance team will reach out with any questions.
- Make sure accepting the gift wouldn’t interfere with his ability to make objective business decisions for that vendor in the future.
For more information about giving gifts, review Paramount’s Global Travel & Expense Policy, or contact the T&E Team for guidance. For questions about receiving gifts, please contact Global Compliance.
CONFIDENTIALITY, INSIDER TRADING & FAIR DISCLOSURE
Why it matters
In carrying out Paramount’s business, we often learn confidential or proprietary information about Paramount, its businesses, customers, prospective customers, or other third parties.
The misuse of this information could harm Paramount’s business and reputation. Therefore, each of us must maintain the confidentiality of all information entrusted to us, except when disclosure is authorized by Paramount or is legally required.
Insider trading is illegal. Accordingly, we must never, under any circumstance, trade, encourage others to trade, or recommend securities or related financial instruments while in the possession of material non-public information (“MNPI”) related to those securities or instruments. Material information means information that a reasonable investor would consider important in making a decision to buy, hold, or sell securities.
In addition, Paramount is subject to rules and regulations that prohibit the selective disclosure of MNPI. These rules and regulations prohibit sharing MNPI (oral or written) to securities analysts, market professionals, and others unless such information is widely and simultaneously disclosed to the general public.
What it looks like in our day-to-day work
- Never publicly discussing confidential or sensitive Company information outside of appropriate work channels, including online, in chat rooms, on websites, in blogs, or through social media such as Facebook, LinkedIn and Twitter.
- Never making statements detrimental to Paramount or that reflect poorly on us as its representatives.
- Never assisting investors or other analysts with information about Paramount, its competitors, or the industry unless that is clearly part of our job.
- Never buying or selling Paramount stock or other securities while in possession of MNPI.
- Never “tipping” – that is, communicating MNPI for use in buying or selling Paramount stock or other securities, unless authorized by an executive with the authority to disclose MNPI.
For more information, contact an attorney in the Corporate Securities Legal Team.
Examples of confidential or proprietary information:
- Any non-public information concerning Paramount, its businesses, industry, competitors, financial performance, results or prospects, or information that may provide Paramount with a competitive advantage.
- Any non-public information provided by a third party with the expectation that such information will be kept confidential and used solely for the business purpose for which it was conveyed.
Examples of material information:
Anything a reasonable investor would consider important in determining whether to buy, hold, or sell securities, such as:
- Earnings and financial results.
- Advertising trends and analyses.
- Budgets and planning documents.
- News about significant mergers, acquisitions, divestitures, arrangements with distributors or other commercial transactions.
- Major litigation.
- Significant news about our movies, shows or talent.
- Significant product or market news.
- Senior management developments.
Pre-clearance requirements for Paramount securities
Certain directors, officers, and certain employees of Paramount are, because of their position, subject to additional restrictions (“windows and/or pre-clearance” ) on trading Paramount securities. If these apply to you, you will receive a detailed memorandum explaining the rules.
Hedging restrictions for Paramount securities
All Paramount employees are prohibited from having “short” positions in Paramount securities. This means you may not sell Paramount securities short or buy or sell any security (such as “puts”, “calls”, and other derivative securities) if that action would result in receiving any gain or benefit if the price of the Paramount security declines.
You also may not enter into any derivative transactions with respect to beneficial ownership of Paramount securities (including unvested equity compensation), such as any short sale, forward, equity swap, option, or collar that is based on Paramount’s stock price. We are all working hard to increase the value of our Company and it would be inconsistent with the interests of Paramount’s stockholders and the long-term value of the Company for us to engage in short-term speculation in Paramount securities or personally profit from a decline in Paramount’s stock price.
Pledging restrictions for Paramount securities
Our executive officers, Section 16 officers and any other employees who report directly to the Chief Executive Officer are prohibited from holding Paramount securities in a margin account or pledging Paramount securities (including using Paramount securities as collateral for a loan). Our prohibition on pledging applies to all shares held by persons subject to the policy, regardless of how such shares were obtained, and cannot be waived by pre-clearance.
What it looks like in our day-to-day work
- Never trading in the stock or other securities of a business partner or potential business partner while in possession of MNPI.
- Preserving the confidentiality of non-public information, even after our employment (or service as a director) ends.
- Never allowing the unauthorized recording of any Paramount business using audio or video recorders, other electronic recording devices, or any other nonmanual or non-written means (any exception to this rule requires express authorization from a Paramount lawyer and Human Resources).
- Acknowledging that the only Paramount executives with authority to make disclosures of MNPI are the Chief Executive Officer; Chief Financial Officer; General Counsel; and the heads of Investors Relations and Corporate Communications.
For more information, contact an attorney in the Corporate Securities Legal Team