Standards of Business Conduct
Effective February 16, 2016
Why do we have the Standards of Business Conduct?
People around the globe turn to us for information and entertainment, giving us their valuable time in large part because they trust us. They trust our dedication to the core values of our entire business: free inquiry, free speech and free expression.
In order to help keep that trust, we have to conduct our business with integrity. The 21st Century Fox Standards of Business Conduct (“SBC” or “Standards”) set forth the general principles that underlie the culture of trust that is at the heart of 21st Century Fox (“21CF”) and its majority-owned business units (“21CF companies” or “business units” or, generally and collectively, “the Company”). While it is impossible to formulate rules to govern every possible situation, these Standards seek to assist us in continuing to avoid misconduct and the appearance of misconduct. If you are uncertain about how to behave in a particular situation, please approach a manager in Human Resources or a lawyer in the Legal Department about what to do.
How do we Build and Maintain Trust?
Trust is built on commitment. The Company is committed to our employees and our stockholders. We also recognize our commitments to free markets and to the global community, especially the public that consumes our content. These commitments form the foundation for these Standards.
TRUST IN THE WORKPLACE – OUR COMMITMENT TO OUR COLLEAGUES
We treat each other fairly and with respect, establishing a high trust environment where people can do their best work.
TRUST IN THE INTEGRITY OF OUR COLLEAGUES – OUR COMMITMENT TO OUR STOCKHOLDERS
Each of us employed at 21CF companies acts in the best interests of the Company, and we don’t do anything that would bring the Company into disrepute.
TRUST IN OUR BUSINESS ETHICS – OUR COMMITMENT TO THE FREE MARKET
We uphold rigorous accuracy and honesty in our financial records and in our dealings with business partners, competitors and suppliers.
TRUST IN THE LAW – OUR COMMITMENT TO THE GLOBAL COMMUNITY
We comply with all applicable laws in the countries in which we do business, and practice good citizenship.
Who must follow these standards?
All directors, officers and employees of 21CF companies must act according to the principles set forth in these Standards. We also expect everyone working on our
behalf, including consultants, agents, suppliers and business partners, to adhere to our ethical standards. We may never ask a third party to perform any act that would violate these Standards.
What are our responsibilities as 21CF colleagues?
Read and understand the 21st Century Fox SBC. It is the responsibility of every employee to read and understand the SBC. It is possible that the SBC may be updated from time to time to reflect changes in the law. Please check the online version of the SBC on the 21st Century Fox website www.21CF.com regularly for updates. In the event that the online version contradicts the hard-copy version, the online SBC takes precedence.
Read and understand the SBC of your particular business unit, if it has one. Some business units have their own Standards. In addition to the 21CF Standards, you must similarly read and understand your own business unit Standards, and raise any questions you may have about them. When one set of standards is more restrictive than the other with respect to a particular issue, the stricter set governs your conduct, so it is necessary to be familiar with both.
Learn the details of policies applicable to your job. In addition to the SBC, both 21st Century Fox and your business unit have other policies that apply to various aspects of your job. Some examples are 21CF policies dealing with Insider Trading, Anti-Bribery and Anti-Corruption, Electronic Communications and Records Management, among others, as well as those policies specific to your particular business unit. Be sure you learn and understand the provisions of those other policies and abide by them. All such policies are available either from your Human Resources department or on the intranet site for your business unit.
If you have any questions regarding anything in the Standards or the policies, it is your obligation as an employee to raise those questions promptly with a manager in Human Resources or an attorney in the Legal Department. Being a company with worldwide operations brings with it many challenges and opportunities. As one possible example, there may be a conflict between the applicable laws of two or more countries in which we do business, or between the Standards or Company policy and local law. In these situations, it is very important to raise any issues you may find so that we can resolve the problem correctly.
Promptly raise any concerns about any actual or potential violations of policies with the appropriate people within the Company. People are often reluctant to expose the wrong-doing or potential wrong-doing of others, due to loyalty, fear, or other reasons. It is understandable that no one wants to be the one who “tells.” But we owe a duty to the Company, our stockholders, and our colleagues to make sure that our businesses are conducted in accordance with the highest ethical standards. If we fail or delay to address a concern, matters may become worse, including for the wrong-doer.
Cooperate with compliance investigations. Some reports of potential violations will lead to investigation by the Company. It is our duty to cooperate with any Company compliance investigation to the fullest extent, and to always tell the complete truth to those investigating the problem.
How should I seek guidance or report concerns?
You can approach a manager in Human Resources or an attorney in the Legal Department, either in your own business unit or at 21st Century Fox itself. (Throughout these Standards, references to Human Resources or the Legal Department mean either the business unit’s own departments or 21CF’s departments, as appropriate for a particular situation.) As an additional resource, each business unit also has a Chief Compliance Officer, who oversees compliance for his or her respective business. In addition, Group Chief Compliance Officers oversee compliance for his or her respective compliance group.
You can also use the Alertline, which allows you to report concerns either through a dedicated, domestic/international toll-free telephone number available 24 hours a day, 365 days a year, or through a secure website. Translation services are available through Alertline.
The global Alertline telephone number is 855-306-7925 1
For Brazil, the Alertline telephone number is 0800-892-0760
For Argentina (and South and Central America), the Alertline telephone number is 0800-444-1532
The Alertline website is at http://21cf.alertline.com
In addition, there may be certain circumstances when a colleague or anyone with a compliance concern believes that they cannot communicate that concern through regular channels. In such a situation, that person may communicate directly with the Lead Director of 21st Century Fox’s Board, by addressing a letter to the attention of Lead Director, at 21st Century Fox, 1211 Avenue of the Americas, New York, New York 10036.
1Callers outside the United States must first access the AT&T network before dialing the toll-free number. To obtain your country’s AT&T international access code, go to http://www.business.att.com/bt/international_dialing.jsp
Can I make an anonymous report?
Alertline allows you to remain anonymous, but keep in mind that anonymity may make it more difficult to investigate any allegation. If you do choose to share your identity, we will keep it confidential to the extent possible.
Callers outside the United States must first access the AT&T network before dialing the toll-free number. To obtain your country’s AT&T international access code, go to http://www.business.att.com/bt/international_dialing.jsp
What happens when a potential Standards violation is reported?
The Company will gather and review the facts and recommend any necessary corrective action. The Company will also give feedback, if appropriate and if possible, to the person raising the concern.
Please remember that if you become aware of a potential violation of these Standards, do not investigate it yourself. By conducting your own investigation, you may unwittingly compromise evidence or confidentiality, or infringe employment, privacy or other laws, and possibly make matters worse. Rather, always report the matter to the appropriate persons within your business unit or at 21CF.
Should I be concerned about retaliation?
21st Century Fox absolutely prohibits retaliation. If you make an honest complaint in good faith, even if you are mistaken as to what you are complaining about, you will not be subject to retaliation by the Company. Should any individuals attempt to retaliate against you, they will be subject to disciplinary action and you will be protected.
What are the consequences for violations?
The consequences for violating a policy will vary widely with the circumstances, and can include verbal reprimand, written reprimand, reassignment or demotion, suspension with or without pay, and/or termination, as deemed appropriate. The Company will determine, in its sole and absolute discretion, what the appropriate consequences will be for such a violation.
Can the Standards be waived?
There may be circumstances where a waiver of a specific provision of these Standards may be necessary or appropriate. A waiver for an employee can only be granted with the permission of the 21CF Group General Counsel. A waiver for directors and executive officers can only be granted by permission of the 21CF Board of Directors. Accordingly, if a situation arises in which a waiver of any kind may be required, please bring it to the attention of 21CF’s Group General Counsel so that the issue can be appropriately addressed and resolved.