VHI GROUP CODE OF CONDUCT APPLICABLE TO EMPLOYEES OF VIVENDI HOLDING I LLC AND ITS SUBSIDIARIES - January 2018 - See Tickets
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VHI GROUP
CODE OF CONDUCT
APPLICABLE TO EMPLOYEES OF
VIVENDI HOLDING I LLC AND ITS SUBSIDIARIES
January 2018TABLE OF CONTENTS
Preliminary Statements ...................................................................................................... ii
Purpose ............................................................................................................................... ii
Questions and Inquiries .................................................................................................... iii
Reporting Non-Compliance .............................................................................................. iii
Contacting the Deputy General Counsel.......................................................................... iii
Summary of the VHI Group Code of Conduct ................................................................ iv
Observance of the Law ....................................................................................................... 1
Conflicts of Interest ............................................................................................................ 1
Trading On or Tipping Inside Information ...................................................................... 3
Confidentiality of Information .......................................................................................... 4
Political Contributions ....................................................................................................... 4
Antitrust Law ...................................................................................................................... 5
Maintenance of Proper Books and Records ..................................................................... 5
Protecting Assets and Unauthorized Acts ......................................................................... 6
iPreliminary Statements
This Code of Conduct outlines policies and procedures applicable to all employees of
Vivendi Holding I LLC (“VHI”) and its subsidiaries, including but not limited to,
Vivendi Ticketing U.S. LLC (collectively, the “VHI Group”). This Code of Conduct, as
well as other policy statements issued by VHI or its parent, Vivendi S.A., a publicly held
French company (sometimes referred to herein as “Vivendi” or “the Company”) from
time to time, are intended to supplement the Compliance Program that reiterated
Vivendi’s corporate values and was adopted by its Board of Directors on January 24,
2002.
The standards of business conduct set forth in this Code of Conduct is a serious
declaration of policy and must be given priority over financial results. No one should be
tempted to engage in or conceal improper activities or to record transactions in
misleading ways. Any VHI Group employee who violates this Code of Conduct, or who
fails to timely sign and return any certification concerning compliance with this Code of
Conduct, shall be subject to appropriate disciplinary action, which may include
termination of employment, and for violations, may subject the employee to prosecution
under applicable laws.
Purpose
Encouraging creativity, promoting cultural diversity and enhancing ties between people
are important to the Vivendi group. The group operates in sectors in which the
technologies are constantly changing and competition is strong. These factors represent
challenges for all personnel within the Vivendi group who, through their creativity and
capacity to innovate, must do their utmost to anticipate market needs and expectations.
This Code of Conduct is intended to help VHI Group employees support the businesses
and operations of the subsidiaries, divisions, joint ventures and other affiliated entities
(collectively referred to herein as “affiliates”) within the Vivendi group in order to help
meet those challenges while honoring the ethical standards that are a condition for being
a part of Vivendi.
This statement is not a comprehensive or limiting enumeration of all aspects of the
Company’s standards of business conduct, but rather is intended to highlight the principal
areas of concern. Other policy statements addressing specific issues applicable to VHI
Group employees will be disseminated from time to time. The VHI Group Code of
Conduct and these other policy statements are also posted on the Company’s Intranet
website.
iiQuestions and Inquiries
If you have any questions concerning the propriety of any activity or transaction under
any of these policies and procedures or need to understand how these policies and
procedures apply to any particular facts and circumstances you should contact the Deputy
General Counsel of the Company.
Reporting Non-Compliance
Violations of the VHI Group Code of Conduct can mean breaking the law, subjecting the
employee concerned and/or the Company to criminal penalties or civil sanctions
including damages. Accordingly, employees must report to the Deputy General Counsel
of the Company any actual or suspected violation of these policies and procedures, or any
actual or suspected breach of fiduciary duty or similar violation by the Company, its
affiliates, or any of their respective personnel or agents, known to them or which comes
to their attention.
A report concerning a violation by another person, if made in good faith, shall not subject
the reporting person to any disciplinary action or affect the conditions of his or her
employment in any manner whatsoever.
The failure to report any actual or suspected violation of which an employee is or
becomes aware may itself constitute a violation of these policies and procedures.
Contacting the Deputy General Counsel
George E. Bushnell III
2nd Floor
1755 Broadway
New York, New York 10019
212-445-3810 (phone)
212-445-3812 (fax)
george.bushnell@umusic.com
If you do not feel comfortable speaking with the Deputy General Counsel of the
Company, you may call our Compliance and Ethics Help Line. This line is available
twenty-four (24) hours a day, seven days a week and there will always be someone
available to speak with you. The line is staffed by a third-party organization that will
document your concern and send the report to someone in the corporate office. You may
choose to identify yourself or you may remain anonymous. Regardless of your decision,
your information will be documented and investigated. The toll-free number that you
can call is 800-910-6743.
iiiSummary of the VHI Group Code of Conduct
Observance of the Law
Employees are expected to comply with all applicable laws and regulations and to ensure
the Company and its affiliates maintain the highest standards of business ethics in each
community in which they operate.
Conflicts of Interest
When acting for or on behalf of the Company, it is the responsibility of each employee to
conduct himself/herself in the best interests of the Company and its affiliates and to avoid
conduct which involves a conflict of interest with any of the businesses of the Company
and its affiliates, or which involves the appearance of impropriety.
Trading On or Tipping Inside Information
Employees may not purchase or sell any securities, or exercise stock options or similar
instruments, of the Company or any other publicly traded company on the basis of
material inside information or communicate inside information to any other person for
such use.
Confidentiality of Information
Employees shall treat as strictly confidential all internal information concerning the
Company and its affiliates, as well as any confidential information about any other
corporation or business which they obtain in the course of their employment, and
employees must not repeat such information to anyone who has not been authorized to
receive it.
Political Contributions
All political contributions must be made solely in support of the free democratic system
of government, and in accordance with the guidelines in this Code of Conduct.
Antitrust Law
All employees must abide by the Company’s policies regarding compliance with
applicable antitrust laws and competition laws.
Maintenance of Proper Books and Records
Employees must ensure that all transactions are recorded and described accurately in the
books and records of the Company and its affiliates.
Protecting Assets and Unauthorized Acts
Employees are expected to protect the assets of the Company and its affiliates including
their intellectual property and must not misappropriate or violate the intellectual property
rights of others. No employee shall engage in or condone any act of theft, embezzlement,
misappropriation or the unauthorized use of the funds or assets of the Company or its
affiliates.
ivObservance of the Law
The Company's policy is to comply with all applicable laws and regulations and
to maintain the highest standards of business ethics in each community in which it and its
affiliates operate. The Company is a publicly-held French company and its United States
affiliates and corporate offices must comply with certain French laws and regulations. Its
United States affiliates and corporate offices are also subject to the laws of the United
States and of each state or territory in which they are located or conduct business.
The Company has adopted a program of compliance with environmental, health
and safety standards at work. The Company intends to provide a safe and healthy work
environment and comply with all applicable health and safety laws. Consistent with its
commitment to protect and preserve the environment, it is the Company's policy to
comply with and, whenever appropriate, to exceed the requirements of all applicable
environmental laws and regulations.
Personal information and other data that is collected from individual customers
and consumers is subject to data protection laws in many countries in which the
Company and its affiliates operate. The Company’s policy is not to acquire, use, or
disclose data in ways that are inconsistent with applicable laws and regulations. Each
employee must take care to protect such information and data from inappropriate or
unauthorized use or disclosure, and to ensure compliance with all applicable laws and
regulations.
When it is not clear whether proposed conduct is subject to United States or some
other national law or complies with local laws or regulations, advice should be sought
from the Deputy General Counsel of the Company.
Conflicts of Interest
It is, and consistently has been, the policy of the Company that all employees
must avoid any conflict between their personal interests and those of the Company and its
affiliates. When acting on behalf of the Company, it is the responsibility of each
employee to conduct himself/herself in the best interests of the Company and its
affiliates. Maintenance of the Company’s good name requires that those in positions of
responsibility avoid not only conduct which in fact involves a conflict, but also conduct
which creates the appearance of impropriety. Conflicts of interest arise when an
employee’s objectivity in reaching or influencing decisions for the Company is, or may
be, affected by factors other than the Company’s and its affiliates’ best interests.
Each employee will be held responsible for ensuring that neither he nor she nor
any member of his or her immediate family has any interest or engages in any activity
which is in conflict with this policy. For purposes of this policy, an employee’s
“immediate family” includes the employee’s spouse and minor dependents and any
relative of the employee or spouse who lives in the same household as the employee. It
does not include adult children who maintain a separate address.
1It is not possible to list all situations that might involve a conflict of interest in
violation of this policy. But as a general matter, any interest by an employee, or any
member of his or her immediate family, in any organization, other than the Company or
its affiliates, which:
• transacts or is seeking to transact business with the Company or any of its
affiliates,
• competes with the Company or any of its affiliates,
• is engaged in any phase of the music entertainment business,
• is engaged in any phase of the fixed and mobile telecommunications business,
• is engaged in any phase of the pay-TV business, or
• is engaged in the production or distribution of any other product or service
similar to those produced, distributed or furnished by the Company or any of
its affiliates,
could violate the Company’s policy. For purposes of this policy, “organization” means
any firm, corporation or other legal entity, and all agents and representatives of such
organization.
Furthermore, a violation of the Company’s policy may result from the acceptance
by any employee, or any member of his or her immediate family, of any of the following:
• any free or discounted services or products,
• any compensation, commissions, share in profits or other payments,
• any loans or other financial assistance (other than loans from established
banking or financial institutions), or
• any entertainment, services, travel or personal gifts, except for those items
openly and lawfully given as part of customary business practices which are
either of nominal value or (if more valuable) have been disclosed in writing
to, and acceptance thereof has been approved by, the employee’s immediate
supervisor,
from any individual or organization described in the preceding paragraph.
Finally, a violation of the Company’s policy may result from the appropriation to
an employee or the diversion to others of any business opportunity in areas where the
Company or any of its affiliates conduct business or, to the employee’s knowledge,
anticipates conducting business. A violation of the Company’s policy may also result
from ownership of an interest in any property whose value has been or could be affected
by any action of the Company or any of its subsidiaries, which is influenced by or results
from a decision or recommendation of the employee owning such interest.
Notwithstanding the foregoing, the Company’s conflicts of interest policy will not
be violated by, and employees need not report, the ownership of publicly-traded
securities; provided, that the employee and members of his or her immediate family do
not own in the aggregate more than 5% of the outstanding equity securities of, or do not
otherwise control, the public company involved.
2Except as provided in the preceding paragraph, each of the above interests and
activities, and any other interest or activity that the employee believes might be
interpreted as a violation of this policy, must be reported to the Deputy General Counsel
of the Company. If an employee has any doubt as to whether any particular interest or
activity is prohibited by this policy, it should be reported.
Any questions concerning the propriety of any activity or transaction under this
policy or concerning the applicability of this policy to any particular facts and
circumstances should be communicated to the Deputy General Counsel of the Company.
Company policy requires that any employee who violates the Company’s
conflicts of interest policy shall be subject to appropriate disciplinary action, up to and
including termination of employment. However, the continuation of any interest or
activity that might otherwise constitute a conflict of interest shall not be deemed to be a
violation of this policy after it has been fully reported in writing to the Deputy General
Counsel of the Company, unless and until such time as the employee is requested to take
action regarding such interest or activity. Failure to comply with any such request will,
however, constitute a violation of this policy.
Trading On or Tipping Inside Information
The laws of the United States and France generally prohibit the use of material
inside information by any person in purchasing or selling securities, as well as the
communication of such information to any other person for such use.
It is the policy of the Company that material inside information concerning the
Company or any of its affiliates, as well as any other corporation or business about which
employees obtain material inside information in the course of their employment, may not,
directly or indirectly, be used by employees in purchasing or selling any securities. This
prohibition applies as well to the exercise of stock options, stock appreciation rights and
restricted stock units under Vivendi’s long-term incentive plans. Furthermore, all inside
information concerning the Company or its affiliates (or, for that matter, any other
corporation or business) which is obtained by Company employees in the course of their
employment may not be communicated, or "tipped", to any other person (including
relatives, friends or business associates and regardless of the purpose for which such
communication may be made) except to the extent necessary to perform work for the
Company.
Inside information is information that has not been made generally available to
the investing public. Inside information is “material” if a substantial likelihood exists
that a reasonable investor would consider it important in making an investment decision,
or view the fact as having significantly altered the total mix of information made
available. Inside information is also “material” if its disclosure could have an effect on
the price of a security.
3A determination as to whether information is material or whether it is inside
information depends on all of the related facts and circumstances. Information that
should be considered material includes, but is not limited to, dividend changes, earnings
estimates, changes in previously released earnings estimates, merger or acquisition
proposals or agreements, major litigation and extraordinary management developments.
In addition, it should be emphasized that material information does not have to relate to
the Company's business; information such as the contents of a forthcoming article in the
financial press that could be expected to affect the market price of securities could well
be material.
Any questions as to whether any specific information constitutes material inside
information should be directed to the Deputy General Counsel of the Company.
Confidentiality of Information
All internal information concerning the Company or any of its affiliates, and any
other corporation or business about which Company employees obtain information in the
course of their employment, shall be treated as strictly confidential, and must not be
repeated to anyone who has not been authorized to receive it. Such information must be
kept strictly confidential and should not be discussed:
(i) with any person outside of the Company except to the extent necessary to
perform work for the Company;
(ii) inside the Company with any person that does not have a need to know such
information; or
(iii) under circumstances where it could be overheard by an unauthorized person.
The unauthorized disclosure of such information could result in serious consequences to
the Company, whether or not such disclosure is made for the purpose of "tipping" or
facilitating improper trading in securities.
These confidentiality obligations will survive termination of the employee’s employment
to the fullest extent permitted by applicable law.
Political Contributions
The Company is a supporter of the free democratic system.
Any political contributions authorized and made by the Company must fully
comply with the letter and spirit of the law of the country, state or other jurisdiction
where such contribution is made. All political contributions must be made solely in
support of the free democratic system of government and follow normal budgeting
procedures and be approved by the Chief Financial Officer of the Company.
It is prohibited and unlawful to make any political contribution of Company
funds, directly or indirectly, to any candidate, party or campaign for Federal office within
4the United States. Any other political contribution of Company funds to candidates,
campaigns or public issues, direct or indirect, in the United States must have the approval
of the Chief Financial Officer of the Company.
Any personal contributions to a political party or candidate made by employees of
the Company or its affiliates must be solely for their own account and not for the benefit
of the Company.
Antitrust Law
Antitrust laws and competition laws were established to promote economic
competition among businesses. Activities that limit competition or restrict trade may
violate federal, state or foreign antitrust laws and competition laws. Such violations can
expose the Company and individual employees to criminal penalties, large fines, and civil
lawsuits.
All employees of the Company and its affiliates must abide by the Company’s
policies regarding compliance with applicable antitrust and competition laws. VHI
Group employees must not sanction or condone violations of these antitrust and
competition policies by any of the Company’s business units. These policies are set forth
in various policy statements prepared by the Company’s business units.
VHI Group employees who have questions regarding compliance with antitrust
and competition laws should contact the Deputy General Counsel of the Company.
Maintenance of Proper Books and Records
Certain laws and regulations in the U.S., France and other countries require the
Company and its affiliates to: (i) maintain proper records and accounts which, in
reasonable detail, accurately and fairly reflect the Company’s and its affiliates’
transactions and the dispositions of their assets; (ii) devise and maintain an adequate
system of internal accounting controls; and (iii) adequately disclose material information
required to be made public under applicable law.
These laws make it essential that all transactions be recorded and described
accurately on the books of the Company and its affiliates. No false or misleading
transactions or entries shall be reflected or made in the books or records of the Company
or its affiliates for any reason and no employee shall engage in any arrangement that
would produce an incorrect accounting entry. This means there can be no unrecorded
“slush funds”, “off record” accounts or secret bank accounts.
All material off-balance sheet transactions, arrangements, obligations and other
relationships with unconsolidated entities or other third parties that may have a material
current or future effect on the Company, its affiliates, or their respective financial
condition, operations, liquidity, expenditures, resources, revenues or expenses should be
accurately and adequately reported.
5No payment shall be approved or made with the intent or understanding that all or
any part of the payment is to be used for a purpose other than that described in the
supporting documents. No invoice should be issued or paid which does not accurately
describe the items and amounts purchased and the full purchase price thereof. Payments
should not be made to a vendor or broker in any country other than the country in which
the affiliate making the purchase or the vendor or broker is located without the approval
of the Chief Financial Officer of the Company.
It is a criminal offense to falsify or cause to be falsified, either directly or
indirectly, any book, record or account. No action may be taken to influence
fraudulently, coerce, manipulate or mislead any accountant engaged in the performance
of an audit of the financial statements of the Company or its affiliates.
Various laws and regulations require the Company to maintain procedures for the
proper retention and destruction of company records. A full description of these
procedures applicable to VHI Group employees is available on the Company’s Intranet
website in the form of a Record Retention and Destruction Policy Manual.
Protecting Assets and Unauthorized Acts
Employees must safeguard the property of the Company and its affiliates, whether
it is a piece of equipment, an electronic file, a trademark or confidential proprietary
information.
Among the Company’s most valuable assets are its own and its affiliates’
intellectual property including copyrights, trade secrets, trademarks, patents and other
proprietary information. The Company’s policy is to establish, protect, maintain and
defend its rights in all commercially significant intellectual property and to use those
rights in responsible ways. All employees must take steps to safeguard these assets.
Unauthorized use of the intellectual property rights of others may expose the
Company to civil lawsuits and damages. The Company’s policy is to respect the valid
intellectual property rights of others. Theft and misappropriation of trade secrets,
proprietary information or other intellectual property may result in significant fines and
criminal penalties to both the Company and to the individual. Employees must ensure
that any proposed use of the intellectual property of others is timely and reasonably
reviewed for infringement. Adequate safeguards must be put in place to prevent new
employees from inadvertently disclosing or using legally protected proprietary
information of a prior employer.
6No employee shall engage in or condone any act of theft, embezzlement,
misappropriation or the unauthorized use of Company or its affiliates’ funds or assets,
including use of employee services for personal benefit, or vandalism to Company or its
affiliates’ premises or property.
Questions regarding compliance with intellectual property laws should be directed
to the Deputy General Counsel of the Company.
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