Trust in the Free Market
Standards of Business Conduct
Effective February 16, 2016
Trust in the Free Market
Trust in the Free Market – Our Commitment to the Public
The marketplace of ideas is where 21st Century Fox and its business units thrive. That’s also true of our participation in the business world generally, where we protect our reputation for honesty, transparency and fair competition. Our credibility is at the core of our success.
Providing Truthful and Complete Information in Financial Records
We maintain accurate and complete financial records, and make full, fair, accurate, timely and understandable disclosure in reports and documents that we file with government regulatory bodies or otherwise make publicly available.
We each take responsibility for recording clear, accurate and complete information on any and all Company records we produce.
We immediately bring to the attention of a manager in Human Resources or an attorney in the Legal Department any suspected fraud or financial irregularity.
Media and Analyst Inquiries: We refer all media and analyst inquiries to the appropriate people within the Company for response. Unless you are explicitly authorized by your business unit to respond to such inquiries, refer all media inquiries to either Corporate Affairs and Communications at 21st Century Fox, or to the person your business unit has designated to respond to the media. All financial analyst inquiries must be referred to the Investor Relations team at 21st Century Fox.
We do not make deliberately false or misleading statements about our businesses, or about other companies.
We safeguard the confidential information provided to us by business partners and others with whom we do business.
We obtain competitive information legally. We do not obtain information about competitors through theft, blackmail, wiretapping, trespassing or other methods prohibited by law.
Irregular accounting or financial practices may be a sign that something even more serious is wrong. Please see the list of examples on page 43, in the section on Avoiding Bribery and Corruption.
Responsibilities of Senior Executives
The Chief Executive Officer and the Company’s senior financial officers – defined as the principal financial officer and the principal accounting officer or controller or persons performing similar functions – have heightened responsibilities under the law. They must ensure that information reported in our public communications and reports filed with the SEC are full, fair, accurate, timely and understandable. For further information, please consult the Code of Ethics for the Chief Executive Officer and Senior Financial Officers, found on the 21st Century Fox website, www.21CF.com, and incorporated by reference into these Standards.
Avoiding Insider Trading
We do not engage in insider trading, defined as buying or selling securities while in possession of material, nonpublic information relating to the company whose securities are being traded. This prohibition applies to trading in the securities of not just 21st Century Fox, but of any company.
We know and adhere to the 21st Century Fox Insider Trading and Confidentiality Policy.
Certain executives and other employees are considered by law, or are designated by the Company, as “insiders” during particular time periods, and thus are subject to enhanced restrictions, as set forth in the Insider Trading Policy. But any other employee who comes into possession of inside information about 21CF or another company must also refrain from trading in that company’s securities until the information has been made public. If an employee has any doubt about whether or not certain information is non-public or material, he or she should refrain from trading or communicating the information, and consult the Legal Department. If an employee is not certain whether it is permissible to trade in a stock, the employee should contact the Legal Department for advice before making any trades.
Stock Tipping: We do not engage in stock “tipping,” defined as revealing material, non-public information about a company to another person, who then trades in the securities of that company while in possession of that information.
Insider Trading by Family and Household Members: These insider trading restrictions apply to our family members and others living in our households. Employees are expected to be responsible for the compliance of the people living with them, or who are closely related to them.
Restrictions on trading in 21CF securities and derivative securities: Employees, together with members of their immediate families and households, are forbidden from engaging in certain short term or speculative transactions in 21st Century Fox stock. Such transactions may easily be interpreted in a bad light, especially in hindsight.
No short sales. Employees may not engage in the sale of Company securities not owned by the seller, or if owned, not delivered to the purchaser within 20 days after the sale.
No investments in derivatives of the Company’s securities, including options, warrants, stock appreciation rights and similar rights. This restriction does not apply to holding or exercising stock options, restricted stock units or other derivative securities granted under 21CF’s equity compensation plans.
- No margin purchases. Employees are prohibited from purchasing Company securities “on margin,” which means with money borrowed from a brokerage firm, bank or other entity (other than in connection with “cashless” exercises of stock options under the Company’s equity compensation plans).
There is more information on these restrictions in the 21st Century Fox Insider Trading and Confidentiality Policy. If you have any questions, please consult the Legal Department before trading in 21CF securities.
What Is Inside Information? Inside information is material, non-public information. Information is material if it would influence a reasonable person to buy or sell stock. Information should be considered non-public until a reasonable time (typically two whole business days) after it has been disseminated to the public through press releases, newspaper stories, annual reports, or other similar means.
Engaging in Fair Competition
21st Century Fox engages in fair competition in the free market, obeying all applicable antitrust and competition laws in the countries in which we do business. These laws generally forbid any understanding or agreement, written or verbal, implicit or explicit, between competitors to engage in conduct that restrains competition. Below are some guidelines on communications with competitors.
- Always make independent business decisions.
- Always seek legal advice before pursuing joint ventures, M&A deals or any other collaborations with competitors.
Always be aware of the high risk associated with trade association meetings and other functions attended by competitors.
- Prepare a written agenda before every meeting and stick to it.
- If an inappropriate subject is raised, object to it, make sure the objection is noted in the minutes, leave the meeting, and call your Legal Department.
- Always seek legal advice about any contact with a competitor that raises a question or doubt in your mind.
Do not enter into a discussion agreement or understanding with competitors about:
- prices, bids, discussions payment terms or output;
- dividing customer groups, suppliers, territories, markets or products;
- boycotting or excluding competitors, customers, suppliers or technologies;
- cost structures, margins or profit levels; or
- soliciting or hiring another company’s employees.
- Do not discuss or joke with competitors about these topics.
- Do not share commercially sensitive information outside of your business, particularly with competitors.
- Do not make public statements that are intended to inform competitors about future plans or that “invite” them to coordinate.
Antitrust and competition laws can be very complex, vary from one jurisdiction to another and often carry severe penalties, including prison sentences for the individuals involved. They potentially apply to a wide range of business practices (for example, exclusive licensing, bundling and price discounts) under certain circumstances.
In particular, if you have marketing, sales or purchasing responsibilities, have contact with competitors, or are involved in mergers, sales or acquisitions of businesses, you should be familiar with the antitrust and competition laws that apply to your work, and raise any potential issues with an appropriate representative in the Legal Department.