PREVENTING BRIBERY & CORRUPTION
Why it matters
When employees give or receive improper payments, it undermines our integrity, damages our reputation, and puts employees and our business at serious legal risk. At a local level, when bribery is reinforced as a business practice, it harms poorer citizens in local communities by making it much harder for people in those regions to access basic goods and services without being extorted. Furthermore, there are numerous strict international laws prohibiting bribery in the public sector, which means any gift, however innocuous or small, to a foreign government official could be interpreted as a bribe with serious consequences. Thus, we never offer or accept any sort of payment or incentive intended to secure an improper advantage in a business situation.
Key definitions
Corruption:
The misuse of a public office or power for private gain or the misuse of private power in relation to business outside the realm of government.
Bribe:
Giving, offering, promising, or accepting anything of value to obtain favorable treatment. It doesn’t have to be money or even be accepted by the recipient to be considered a bribe.
Anything of value:
A bribe could include any gift that personally benefits an individual, such as cash, entertainment, tickets to events, golf, travel, lodging, offers of employment and payment for services.
Government official:
An elected or appointed official, or any other official or employee, of any foreign, federal, state, or local legislature, executive branch agency or other government agency, commission, board, authority, or public fund, including government-owned enterprises such as film and media companies, or any other governmental or quasi-governmental entity. This includes employees at state-owned media companies, police officers, staff working in small-town government (such as a mayor’s office or parks department), municipal employees processing licenses, permits or visas, or any agent, consultant, or representative acting on behalf of a government.
Facilitation payment:
Also known as “grease payments”, these are smaller improper payments, bribes or tips made to foreign government officials in order to speed up or ensure the performance of a routine government action. They are forbidden under Paramount’s policy.
What it looks like in our day-to-day work
- Following all applicable laws and Paramount policies related to giving and receiving gifts and entertainment.
- Never offering, promising, or giving anything of value to a government official or anyone else in order to improperly influence a business decision.
- Never using an agent or third party to make improper payments.
- Always recording all payments and receipts completely and accurately; never misattributing or disguising questionable payments in your accounting.
- Conducting appropriate due diligence on agents, fixers, facilitators and third parties in partnership with a representative of your Legal Department.
- Consulting with a Paramount Legal representative before initiating any agreement with third parties who would interact with any government officials or act as representatives on behalf of Paramount.
- Seeking approval in advance from Paramount’s Compliance, Legal, and Government Relations before paying for reasonable, bona fide expenses of any government official or before providing them with a gift.
- Submitting the Authorization Form to Invite Government Officials to a Tentpole Event to Compliance and Government Relations for approval before offering tickets, accommodations or transport to one of our tentpole events (such as the EMAs, KCAs, etc.) to any government official.
- Reporting any payments, gifts or expenses that may raise red flags to a Paramount Compliance or Legal representative.
For more information, review Paramount’s detailed Anti-Bribery & Corruption Policy or contact the Office of Global Compliance.
DETECTING & PREVENTING MONEY LAUNDERING
Why it matters
Money laundering and illicit financing are serious crimes. Under the laws of the United States and other countries where we do business, companies must take steps to avoid being used to launder illegal funds that facilitate terrorism and other criminal conduct. Despite our commitment to following the law at all times, even the claim that Paramount has been a conduit for illegal funds or an “innocent” participant in such a scheme would cause serious damage to the Company’s reputation. Depending on the circumstances, money laundering through the Company could lead to serious legal exposure.
What is money laundering?
Money laundering is a form of financial crime that involves hiding the illegal source of funds. Specifically, when an illegal activity generates proceeds, the individuals or group carrying out the crime often try to keep and control the money while disguising its connection to the underlying activity that generated it. In order to do this, they may “launder” the money. In other words, they will try to introduce the money into the legitimate financial system, carry out a series of transactions in order to distance the funds from the original source, and then use the money for other “legitimate” investments or purposes.
What it looks like in our day-to-day work
- Remaining vigilant for any unusual or suspicious activity, especially in relation to the use of Paramount business assets, processes, or systems to transfer money. Money laundering transactions are intended to be concealed or disguised, and it may be difficult to determine whether a transaction is legitimate.
- Reaching out to Global Compliance or a member of the Legal Department if you identify any potentially suspicious activity or have any questions about whether financial activity is legitimate. Asking for help to assess whether this activity requires further investigation.
- Escalating any concerns about activities that conceal or disguise the nature, location, source, ownership, or control of funds. For example, if a customer is secretive about sharing information normally required for business purposes, or appears to be disguising their identity, that should be cause for suspicion.
- Escalating concerns about unusual, unexplained transactions (e.g., if a customer transfers money from one account and asks you to transfer it back to another account).
- Never permitting the movement of funds, in cash or whatever form, outside the United States in situations which are, or seem to be, linked to unlawful activity.
- Complying with all requirements of U.S. law with respect to the reporting of cash receipts of more than $10,000 or the transportation of more than $10,000 in cash into or out of the United States.
- Reporting any unusual large cash payments to OPENLINE or the Legal Department.
For more information, contact the Office of Global Compliance
COMPLYING WITH INTERNATIONAL SANCTIONS AND EXPORT CONTROLS, ANTI-BOYCOTT, AND MODERN SLAVERY LAWS
Why it matters
U.S. trade sanctions prohibit certain business with specific individuals, entities and countries for national security, political and economic reasons, such as their support of terrorism or involvement in narcotics trafficking or the proliferation of weapons of mass destruction. U.S. export controls apply when shipping goods, software, or technology to another country. A license could be required for exporting certain items (e.g. – night vision cameras) with “dual-use” applications, such as those that can be used by foreign governments or militaries.
Who is targeted under U.S. trade sanctions?
U.S. trade sanctions target certain countries (e.g., Cuba and Iran) as well as individuals and entities on the SDN List and other sanctions lists maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC). The OFAC SDN List and information on U.S. trade sanctions is available on the OFAC website. As of June 2023, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine, as well as the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic, which are non-government-controlled regions in Ukraine, are subject to comprehensive U.S. sanctions. The Government of Venezuela and number of Russian individuals, financial institutions, and state-owned entities are also subject to significant U.S. sanctions, creating broad practical restrictions on doing business in those countries.
What it looks like in our day-to-day work
- Contacting the Compliance or Legal Department to ensure our global trade activities comply with all applicable laws, when appropriate.
- Reviewing in advance with Compliance or Legal any proposed activity involving a country subject to U.S. trade sanctions or other high-risk jurisdictions.
- Taking appropriate steps to screen potential customers and business partners against the List of Specially Designated Nationals and Blocked Persons (“SDN List”) as well as entities owned 50% or more by any SDN and contacting Compliance or the Paramount Legal Department right away.
- Recognizing that additional countries, persons or entities may become subject to U.S. trade restrictions in the future as new sanctions are imposed– and contacting Compliance or the Paramount Legal Department immediately if you suspect this may be relevant to entities or individuals that we are partnered with.
- Checking with Legal before sending high tech or specialized equipment to another country.
- Refusing to cooperate with any boycott-related request (which often involves Israel) or boycott that is prohibited or penalized under U.S. or other applicable laws.
- Reporting any boycott-related request immediately to the Paramount Legal Department or, in the case of members of the Board of Directors, to the Paramount Corporate Secretary.
For more information, contact the Office of Global Compliance
When do U.S. export controls apply?
U.S. export control laws apply to shipments from the U.S. and to international transfers of U.S.-origin materials. Export licenses may be required for sophisticated equipment such as night-vision equipment or special cameras used for filming and production – or products containing encryption software.
Anti-boycott laws
In general, U.S. anti-boycott laws prohibit any cooperation with a foreign boycott deemed illegal under U.S. law, at present the Arab League boycott of Israel. Prohibited actions include refusing to do business with another person; using discriminatory employment practices; supplying information on a person’s race, ethnicity, religion, sex, or national origin; providing information concerning an individual’s affiliations or business relationships with a boycotted country or with any person believed to be restricted from doing business in the boycotted country; and using letters of credit containing boycott-related provisions. U.S. law also requires the reporting of any request to comply with such a boycott. If you receive such a request, including a request to comply with the laws of a country participating in such a boycott (e.g., Iraq, Kuwait, Lebanon, Libya, Qatar, Saudi Arabia, Syria, and Yemen), please alert Compliance or Legal or, in the case of members of the Board of Directors, the Paramount Corporate Secretary.
Identifying ultimate beneficial owners
As our business partnerships expand across global markets, it is important that we ensure our partnerships with new businesses don’t put Paramount at legal risk. Sanctions on an individual or entity automatically apply as a matter of U.S. law to any entity owned 50% or more by that sanctioned person. This is why it may be necessary to identify the ultimate owners of third-party organizations prior to partnering with them – to ensure their owners or directors are not on any sanctions lists or have problematic connections to government officials in their country. How sanctions are applied in other countries vary by ownership or control. Consult Compliance or Legal with any questions when working on contracts within country subject to U.S. trade sanctions or other high-risk jurisdictions.
Modern slavery & human trafficking laws
Paramount complies with all applicable laws that prohibit modern slavery and human trafficking. As such, we take a zero-tolerance approach to modern slavery and human trafficking, and we are committed to ensuring that modern slavery has no place within our operations and supply chains. These expectations would apply to both Paramount’s own sourcing activities as well as licensees, vendors, and production facilities involved in the manufacture of our products.
For more information, contact the Office of Global Compliance
ADHERING TO COMPETITION LAWS
Why it matters
Antitrust and competition laws protect consumers by fostering competition to ensure that choice and innovation thrive in the marketplace. Virtually every nation in which we do business has enacted competition laws that make anticompetitive activities illegal, including fixing prices with competitors; sharing pricing or competitive information with them; agreeing with competitors on the terms and conditions on which we license, sell, or buy content; and allocating markets. Agreements that violate these laws are unenforceable and violating these laws can result in severe civil and criminal penalties against both Paramount and the employees involved. Therefore, we never enter into agreements or conversations with our competitors that set prices, terms or conditions or divide markets or exclude competitors from the marketplace.
Red flags to watch out for
Price fixing between competitors
It is unlawful and against Paramount policy for competitors to come to an agreement or understanding, whether written or unwritten, explicit or tacit, formal or informal, to fix/raise/ peg/stabilize or even lower prices, or eliminate or reduce price (or salary) competition.
Allocation of markets among competitors
It is against the law and Paramount policy to have any agreement or understanding with a competitor that divides up customers, employees/potential employees, lines of business or geographic areas.
Participating in trade associations
Paramount and its Companies belong to many trade associations. These can serve a variety of pro-competitive, appropriate purposes. Our participation in them may involve meeting with competitors. When participating in trade association meetings or other activities on behalf of Paramount or a subsidiary, we must take great care that discussions do not spill over into prohibited topics. For formal trade association meetings, we should use an agenda (circulated in advance to participants and counsel), and there should be detailed minutes (circulated promptly afterwards to participants and counsel).
What it looks like in our day-to-day work
- Never initiating or participating in a formal or informal agreement with a competitor that limits competition.
- Never receiving pricing or other competitively sensitive information from a competitor or supplying this type of information to them.
- Never sharing non-public price or market information.
- Halting discussions that stray into improper topics or, if necessary, departing from any gathering with competitors – and clearly announcing our departure so it is noted; involving the Paramount Legal Department to evaluate any concern about whether a discussion is proper.
- Avoiding even the appearance of collusion with competitors regarding prices, compensation, deal terms and conditions, or the allocation of customers or markets.
- Being familiar and complying with Paramount’s Adhering to Competition Laws with Customers & Suppliers Policy – particularly if you are an employee who makes decisions in these areas – to ensure we are always compliant with antitrust and competition laws in our dealings with Customers and Suppliers.
- Making hiring decisions independently and based on our needs and market conditions, never in connection with our competitors.
- Consulting with the Paramount Legal Department regarding proposed agreements with competitors about technology standards or about joint litigation, legal enforcement, or lobbying efforts (since, unless properly implemented, these could raise antitrust questions).
- Obtaining approval from the Paramount Legal Department for any request to join a trade association of which Paramount is not already a member.
- Consulting with the Paramount Legal Department regarding proposed agreements that may result in excluding rivals from market access, particularly in areas in which we have high shares.
For more information, review our Adhering to Competition Laws with Customers & Suppliers policy or contact the Office of Global Compliance.
MAINTAINING COMPLETE & ACCURATE RECORDS
Why it matters
We believe all Paramount transactions must be accurately and fairly recorded to allow proper preparation of our financial statements with full accountability for all of Paramount’s assets, liabilities, and financial results. Furthermore, accounting and financial reporting practices must be fair and proper, in accordance with, as applicable, Generally Accepted Accounting Principles (GAAP) in the United States of America. Appropriate records must be kept of all transactions and handled in accordance with applicable data retention policies. Each of us must refrain from misleading or deceptive financial practices and report immediately if we become aware of such practices. We adhere to all of Paramount’s internal accounting policies, authorization and approval matrices and internal control processes.
Expectations for interacting with auditors
You may not influence an auditor to issue a report on Paramount’s financial statements; dissuade an auditor or agent from carrying out an audit, review, or other procedure; prevent him or her from issuing a report; cause the withdrawal of any already issued report; or encourage an auditor or agent to refrain from communicating matters to Paramount Global’s Audit Committee.
Proper authorizations/approvals
Every transaction must follow proper authorization practices. We have several types of authorizations: Authority to approve a transaction (e.g., as detailed in Paramount’s Authorization and Approval Matrix). Authority to sign a contract or any other document that binds Paramount. Authority to execute a transaction (e.g., “push the button” on a wire transfer). Each of us is responsible for ensuring the appropriate approvals, signatories, and execution procedures are followed in connection with all transactions in which we are involved and for abiding by our own personal authorization limits. If you have any questions about authorization requirements or limits, please contact the relevant Paramount Controller’s group representative or a Company lawyer.
What it looks like in our day-to-day work
- Never deviating from full and fair reporting of Paramount’s results of operations, financial condition, or cash flows.
- Never willfully failing to comply with local statutory requirements; and not influencing, coercing, manipulating, or misleading any of Paramount’s financial personnel, independent public or certified accountants or agents, in any way, when we know/should know/intend that our actions may make our financial statements, tax returns or other reports or filings misleading.
- Reporting via OPENLINE if you have any questions or concerns that you feel uncomfortable raising to your supervisor or through normal channels. Ensuring compliance with:
For more information, review Paramount’s Accounting & Internal Control Policies or contact the Controllership Representatives for your business unit.
PREVENTING TAX EVASION & ITS FACILITATION
Why it matters
Evading taxes, and deliberately and dishonestly assisting someone else to evade taxes, is an offense in most countries. In some circumstances, failing to have reasonable procedures in place to prevent the facilitation of tax evasion by a person associated with Paramount, such as an employee, agent or person performing a service for or on our behalf, may also amount to an offence.
Failure to comply with applicable tax laws, wherever we do business, could result in criminal and/or civil liability for Paramount, and would have severe consequences for the Company, our business partners and the tax evader or facilitator. Even a claim that Paramount has assisted in facilitating tax evasion would cause serious damage to our reputation.
What it looks like in our day-to-day work
- Avoiding any activity which we know or suspect might assist, aid or abet, advise or encourage, or otherwise facilitate another person or organization to evade tax.
- Following all applicable laws (wherever we do business) and Paramount policies designed to prevent tax evasion and its facilitation.
- Following all applicable Paramount policies designed to prevent tax evasion and its facilitation.
- Ensuring that we have procedures in place to prevent tax evasion and its facilitation, including by a person or organization associated with Paramount.
- Properly and accurately recording all transactions or services provided by or on behalf of Paramount in our books and records so that the Company may monitor compliance with its tax and other legal obligations.
- Remaining vigilant of any suspicious activity and immediately raising concerns to Paramount’s International Tax Department if you suspect that there might be violation of any applicable law or Paramount policy related to tax evasion or the facilitation of tax evasion.
For more information, contact the International Tax team.