BCS8-08

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BCS8-08

  1. 1. Y O UR COM PLIAN CE PROGRAM Y O UR HR/BENEFITS PROGRAM Y O UR HR PORTAL YOUR CBS 401(K) PLAN Y O UR CBS PENSION BENEFITS Y O UR CBS RETIR EMENT PROGRAM 2008 Business Conduct Statement A H E ALTHY PARTNERSHIP CBS & YOU CBS CORPORATION ORIENTATION KIT CBS Corporation BuSineSS ConduCt Statement
  2. 2. dear directors and employees: CBS is a special company. We enrich the lives of millions of people around the world by providing them with a vast array of quality entertainment while providing an exceptional return to our stockholders. CBS strives to maintain a work environment that upholds the highest standards of business ethics and workplace behavior. the ability to work smart and the character and skill needed to overcome setbacks are far more important to our long-term success than any single victory along the way. the CBS Corporation Business Conduct Statement confirms our commitment to the highest standard of appropriate and ethical business behavior. this Statement addresses a wide variety of business situations, but it cannot possibly answer all questions. ultimately, CBS relies on your good faith and sense of what is right and prudent. if the Statement does not cover the situation, each of us must act ethically. if you have any questions, our Compliance officers are there to help. We urge you to read the Statement carefully. it is important that each of us understands the Statement’s purpose and commits to abide by its terms. once you have read the Statement, please join us in completing the employee and director Certification Form. thank you for your continued efforts, without which we would not have the ethical work environment of which we are so proud. Sumner m. redstone Leslie moonves executive Chairman and Founder president and Chief executive officer
  3. 3. What’s inside Questions & Answers 2 Business ConduCt stAtement 4 I. Compliance with Laws, Rules, and Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 II. Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 III. Confidentiality, Inside Information, and Fair Disclosure . . . . . . . . . . . . . . . . . . . . . . . . 7 IV. Financial Accounting and Improper Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 V. Equal Employment Opportunity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 VI. Harassment-Free Workplace Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 VII. International Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 VIII. Fair Dealing and Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 IX. Protection and Proper Use of CBS Assets; Electronic Communication . . . . . . . . .. . . . 15 X. Respect for Intellectual Property Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 XI. Corporate Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 XII. Health, Safety, and the Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 XIII. Political Contributions and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 implementAtion of the CBs Business ConduCt stAtement 19 employee And direCtor CertifiCAtion 23
  4. 4. Questions & Answers 1. what is the purpose of this statement? 4. what should you do if you have questions about the statement or do not understand any The purpose of this Statement is to bring together in part of the statement? one convenient place the most important policies and rules that apply to CBS Corporation, its employees, We understand that even though you will have received and the members of its Board of Directors, and to help training on many of these policies, you may still have us maintain a lawful, honest, and ethical environment some questions. Although we have done our best to be in our Company. clear, some of the policies referenced in this Statement are based on complex laws and regulations. Each policy is important because even an unintentional violation 2. to whom do the rules and policies in this of our policies may have serious consequences for statement apply? CBS and any individual involved in the violation. For The rules and policies referenced in this Statement general questions, you should contact your supervisor, apply to all members of the Board of Directors of CBS your Human Resources Representative, or any of (“directors”) and to all employees of the CBS family of the Compliance Officers identified in the section of companies worldwide, including those employed on a this Statement entitled “Implementation of the CBS temporary, freelance, intern, or per diem basis. When Business Conduct Statement” for clarification. You we refer to “your Company,” we mean the business unit may also consult a lawyer in your Company’s Law you work for, or CBS Corporation if you are a director Department if you have questions about any of these or employee of the CBS Corporation corporate offices. policies. When we refer to CBS, that includes your business unit as well as CBS Corporation. 5. what should you do when you receive this statement? 3. what is the basis for all of these policies? You should read it carefully and make sure you Many of the policies are based on laws, governmental understand each part. rules, and regulations that apply to our employees, our directors, and us. Examples are the antitrust and When you have read and understood the Statement, securities laws, FCC rules and regulations, the Foreign if you have a company-issued e-mail address, you Corrupt Practices Act, the Sarbanes-Oxley Act, New York should log on to the CBS Eye on Ethics portal at Stock Exchange rules, and laws against employment http://cbs-lcec.lrn.com and complete and submit discrimination. We expect all employees and directors the Employee and Director Certification listed on to comply with all applicable governmental laws, rules, the welcome page. If you do not have a company- and regulations, whether or not a particular subject is issued e-mail address, you should instead sign the specifically discussed in this Statement. Other policies Employee and Director Certification at the end of this in this Statement reflect our view of the right way to booklet and return the Certification to your Human ensure that our conduct is lawful and ethical and Resources Representative. that our workplace is free of unlawful discrimination and harassment and conducive to the work we need You will be asked to review the Business Conduct to accomplish. Statement and complete a new Certification at least once every two years. 2 CBS Corporation Business Conduct Statement
  5. 5. 6. what should you do if any important information 9. Are these all of the policies that apply that you disclosed on the Certification changes? to CBs employees and directors? which policies take precedence? You are required to complete a new Certification form immediately whenever any important information CBS has other policies that also are important. One on your disclosure form changes. If you have a example is CBS’s detailed policies on payola and company-issued e-mail address, you can complete plugola, which apply to our broadcast businesses; an updated Certification online by logging on to the another is CBS’s information security policies; another CBS Eye on Ethics portal at http://cbs-lcec.lrn.com. is CBS’s Financial Policies and Procedures Manual. If you do not have a company-issued e-mail address, In some cases, CBS also has more detailed policies you should complete a paper Certification form and about some subjects discussed in this Statement. submit it to your Human Resources Representative. In that case, the more detailed rules also apply to You can obtain a blank Certification form either by the extent they are consistent with this Statement. downloading a new form from the CBS & YOU HR This Statement replaces all prior versions of the CBS Portal at www.cbsandyou.com or by requesting a Business Conduct Statement. form from your Human Resources Representative. If you have any questions about what policy applies (Note: New disclosures with respect to entertainment on any subject, or if you need a copy of CBS’s other and gifts, as discussed in the “Conflict of Interest” policies on any subject, you should consult your section of the Statement, may be made initially to supervisor, a Human Resources Representative, a your supervisor or a Compliance Officer.) Compliance Officer, an attorney in your Company’s Law Department if you are an employee, or CBS’s Corporate 7. what should you do if you become aware of a Secretary if you are a director. violation of any rule or policy in this statement? You are required to report any violation or suspected violation of which you become aware. You should follow the Employee and Director Reporting Procedures in the section of this Statement entitled “Implementation of the CBS Business Conduct Statement” to report a violation or suspected violation of any rule or policy in this Statement. 8. how can you be sure your job will not be in jeopardy if you report a violation? CBS will protect anyone who makes a good faith report of a violation or suspected violation of this Statement. We will take strong measures, which may include discipline up to and including discharge, against any person who retaliates against someone who makes a good faith report. Retaliation may also be a violation of the law. 3 CBS Corporation Business Conduct Statement
  6. 6. Business Conduct Statement i. CompliAnCe with lAws, rules, as one or more of the situations discussed below, does not necessarily constitute a violation of CBS’s conflict of And reGulAtions interest policy. Our policy is one of disclosure and review Obeying both the letter and spirit of the law is one of the of potential conflicts and prohibition of actual conflicts foundations of CBS’s ethical standards. It is CBS’s policy of interest. In some cases, disclosure may be all that is to comply with all applicable laws, rules, and regulations. required. In others, the situation may require additional action to avoid a conflict of interest or to remedy one. But You must always conduct your business affairs with remember, in all cases, you must disclose all potential honesty, integrity, and good judgment. You must conflicts of interest. respect and obey the laws of the cities, states, and countries in which we operate. While you are not prohibition of Actual Conflicts of interest expected to know the details of all the laws that govern CBS has established procedures to review all disclosures our business in every jurisdiction, you are expected of potential conflicts of interest to determine whether to understand the laws and regulations applicable to there is a significant risk that the situation presented your duties at your Company and to understand the is likely to affect your business judgment. If it is regulatory environment within which CBS operates well determined that an actual conflict of interest may exist, enough to know when to seek advice from supervisors, CBS will determine what additional actions are required managers, or other appropriate personnel. to be taken by you, your Company, and/or CBS with respect to the situation. CBS’s determination that a ii. ConfliCts of interest particular situation does not give rise to an actual conflict of interest will not be considered a waiver of its You have a primary business responsibility to your conflict of interest rules. Company and to CBS, and you are expected at all times to work in the best interests of your Company and Here is an example of how CBS’s disclosure and review CBS. “You” for all purposes of this section includes you process works: Suppose your spouse (domestic partner, and your immediate family (defined as your spouse, significant other, relative, or someone with whom you domestic partner, and minor children), as well as have a close, personal relationship) owns a supplier any person or entity you control or in which you have of your Company. You are required to disclose this a substantial ownership interest. You must avoid all potential conflict of interest. If you are not responsible for conflicts between the best interests of your Company making decisions that directly affect the supplier, CBS and CBS and your own personal relationships or likely will determine that no actual conflict of interest interests. Even the appearance of a conflict of interest exists. If, on the other hand, you are responsible for can undermine our integrity in the minds of your purchasing decisions that affect the supplier, CBS will co-workers, our customers, our suppliers, or the public. likely determine that an actual conflict of interest exists It is not possible to outline every conflict of interest, but and will require an appropriate remedy. some common circumstances and guidelines are set forth next. Certain types of conduct present an obvious danger of affecting your business judgment and therefore always disclosing and Addressing potential Conflicts are prohibited. An example from the list on the following of interest page is soliciting or accepting money (or cash equivalents CBS requires that you disclose, in writing, any personal, such as gift cards) for your personal benefit from a business, or other relationship that could potentially affect supplier of your Company. We expect you under all your business judgment on behalf of your Company and circumstances to avoid any conduct or activity, whether CBS. The existence of a potential conflict of interest, such or not listed on the following pages, which is likely to affect 4 CBS Corporation Business Conduct Statement
  7. 7. your business judgment on behalf of your Company and You must disclose any of the following activities: CBS and therefore constitutes a prohibited actual conflict n ccepting fees, commissions, or any other personal a of interest. If you nonetheless have become involved in benefit (other than as described in the next bullet an actual conflict of interest situation, we expect you to point) from any person or business involved in any disclose it promptly. transaction with CBS; n ccepting a any of the following from a current or disclosure procedure would-be supplier, customer, or competitor of your Your conflict of interest disclosure should be made Company: entertainment, meals, gifts, discounts, on the Employee and Director Certification form. services, transportation, or favors that (i) are worth If you have a company-issued e-mail address, you more than a minimal value or (ii) obligate you must complete an updated Certification form online or influence your decision making in any way, by logging on to the CBS Eye on Ethics portal at regardless of value. Each Company establishes its http://cbs-lcec.lrn.com. If you do not have a company- own guidelines for what constitutes minimal value. If issued e-mail address, you should complete a paper you do not know the amount that your Company has Certification form and submit it to your Human established as constituting minimal value, please Resources Representative. You can obtain a blank ask a member of your Company’s Law Department paper Certification form either by downloading a or a Human Resources Representative. Disclosures new form from the CBS & YOU HR Portal at under this and the following paragraphs should be www.cbsandyou.com or by requesting a form from made first to your supervisor or a Compliance Officer your Human Resources Representative. You must who will advise you if an updated Certification form is complete a new Certification form any time you required; become aware of a new conflict of interest or potential Here is an example of how CBS’s conflict of interest rules conflict of interest, or if your initial disclosures apply to gifts and entertainment that may be offered to require updating. you: Suppose a supplier offers you tickets to a sporting event. If you are interested in accepting the offer, you Your Company or department may have additional should disclose it to your supervisor. If the tickets have specific policies regarding conflicts of interest. You only minimal value or are offered in connection with a are responsible for knowing and complying with the hosted event at which business will be conducted, there relevant policies applicable to you. is a potential conflict, but participation may be allowed. If the offer has substantial value because the tickets are list of Conflicts of interest and potential Conflicts expensive, very hard to obtain, or offered together with of interest transportation, accommodations, or other valuable items, We have listed activities and interests that are conflicts and no business will be conducted, it is more likely that of interest or potential conflicts of interest and should we will find an actual conflict of interest, and you will not be disclosed. This list is not exhaustive, however. You be allowed to accept. must also disclose any other personal business interest that may interfere with your business responsibility n offering or supplying entertainment, meals, to your Company and to CBS or that may have the transportation, gifts, or other favors to any person appearance of doing so. Because it is impossible to in a business relationship with your Company, describe every potential conflict of interest, CBS relies other than those reasonable and appropriate for the on your commitment to exercise good judgment, individuals involved and the business at hand; to seek advice when appropriate, and to adhere to n soliciting or accepting money (or cash equivalents the highest ethical standards in the conduct of your such as gift cards) for your personal benefit in professional and personal affairs. any amount from a current or potential supplier, customer, or competitor of your Company; 5 CBS Corporation Business Conduct Statement
  8. 8. n having a financial or management interest (as n facilitating a known conflict of one of our suppliers, an employee or director) in customers, suppliers, customers, or government officials, for example, by competitors, or any enterprise that you know or making a payment to an individual when you know reasonably believe has a business relationship with the funds should go to his or her employer; or CBS. A financial interest need not be disclosed if it n having members of your immediate family (defined as involves less than 1% of the stock of a publicly held your spouse, domestic partner, and minor children) company, unless it constitutes a significant portion or, to your knowledge, your adult children, parents, of your net worth; or siblings, employed by a customer, supplier, or n accepting an offer to participate, through a special competitor of your Company. If you have disclosed allocation of shares, or otherwise receiving terms this type of potential conflict of interest, you should or benefits not generally available to the public later report any change in the reported relationship in an offering of securities of, or underwritten by, that puts you more in a position to influence or any current or prospective supplier, customer, or be influenced by your relative’s employment. This competitor of your Company or a firm that provides situation does not require disclosure where the or may provide investment banking, financial relationship between your relative and your Company advisory, underwriting, or other similar services to is insignificant, such as where your relative works for your Company or any other entity with which your a manufacturer of a widely distributed product of Company has a business relationship; which your Company is an insignificant customer. n borrowing from or lending to any person in a As noted above, the obligations set forth herein include business relationship with your Company, including you and your immediate family. Accordingly you must customers, suppliers, or competitors (or fellow also disclose if any member of your immediate family employees, other than in occasional nominal proposes to do any thing, own any interest, or serve in amounts) except for normal banking transactions any position you would be required to disclose if it were with financial institutions; you doing the owning, serving, etc. For example, you would need to disclose the fact that your minor child n engaging in business with, or as a customer or owned 10% of the stock of a supplier. supplier of your Company, other than in the ordinary course as an employee or a public consumer; We expect you to disclose conflict of interest situations Examples of a potential business transaction that would involving members of your immediate family. As to have to be disclosed under these rules is the submission other relatives, the rules depend on your knowledge of a script or other creative work to your Company or of the situation. For example, we don’t expect you one of its competitors or acting as an agent for a client necessarily to know about all of the investments and that buys advertising from the Company. While these business relationships of your grown brother or sister, acts may be allowed in many circumstances, our rules although we do expect you not to intentionally shield would require that you disclose the submission or agency yourself from such information. If you do know that your relationship in advance. adult sister owns a contractor that provides CBS with a n competing with your Company; service, you need to let us know. We may decide that it would be best if you were not the employee deciding n rranging a or facilitating any business transaction whether to use that contractor or another contractor. between any of your relatives and your Company or Finally, nothing in this Statement is intended to prohibit between any of your relatives and any customer or you or any family member from engaging in regular supplier of your Company; consumer transactions with your Company or CBS. n aintaining m concurrent employment with your Company and with any other organization. Your Company may have special rules on this subject, but we do expect you to disclose any other employment; 6 CBS Corporation Business Conduct Statement
  9. 9. loans to executive officers, directors, and employees Additionally, you are prohibited from recording the conduct of any CBS business via tape recorder, electronic CBS will not extend credit to or for any of its directors or recording device, or any other non-manual or non- executive officers nor, except in very limited circumstances, written means. Any exception to this prohibition requires to or for any of its employees. If you have any questions, express authorization from your department head, an you should discuss these rules with a Compliance Officer individual senior to your department head, one of your or CBS Corporation’s General Counsel. Company’s attorneys, or a CBS Corporation attorney. Corporate opportunities Finally, you are discouraged from publicly discussing You owe a duty to your Company and to CBS to advance work-related matters, outside of appropriate work their legitimate business interests when the opportunity channels, including online in chat rooms or “blogs.” to do so arises. You are prohibited from taking for yourself The disclosure of confidential or sensitive information, personally (or directing to a third party) a business or other statements detrimental to your Company or opportunity that is discovered through the use of CBS CBS, or statements that reflect poorly on you as a property, information, or your position, unless your representative of your Company or CBS, may result in Company has already been offered the opportunity and disciplinary action. turned it down and consents to your personal pursuit of the opportunity. More generally, you are prohibited from inside information competing with CBS or using CBS property, information, The securities laws are complicated and in some cases or your position for personal gain. difficult to understand. Violation of these laws may result in severe penalties, including criminal penalties iii. ConfidentiAlity, inside for CBS or any individual involved in the violation. If informAtion, And fAir disClosure you have a question about the possible application of the securities laws, you should promptly consult Confidentiality one of your Company’s attorneys. Employees and In carrying out CBS’s business, you often learn directors who have access to or otherwise possess confidential or proprietary information about CBS, material inside information concerning CBS or any its customers, prospective customers, or other third other corporation may not use that information in parties. Employees and directors must maintain the purchasing or selling stock or other securities. You are confidentiality of all information entrusted to them, also prohibited by CBS policy and the federal securities except when disclosure is authorized or legally required. laws from communicating inside information (tipping) Confidential or proprietary information includes, among to any other person for use in purchasing or selling other things, any non-public information concerning stock or other securities. CBS, including its businesses, financial performance, results, or prospects, and any non-public information A determination as to whether information is provided by a third party with the expectation that the “material” or “inside” depends on all of the information will be kept confidential and used solely for relevant facts and circumstances. the business purpose for which it was conveyed. You must preserve confidential information even after your employment (or service as a director) ends. 7 CBS Corporation Business Conduct Statement
  10. 10. fair disclosure “Material information” is any information that a reasonable investor would consider important in determining CBS is subject to the rules and regulations of the whether to buy or sell securities. For example, such Securities and Exchange Commission (the “SEC”), which information may include dividend changes, earnings restrict the selective disclosure of material information information, changes in previously released earnings to securities analysts and other market professionals prior estimates, significant merger, acquisition, divestiture, or to making it available to the general public. other significant commercial transaction proposals or These rules and regulations require publicly traded agreements, major litigation, significant product news, companies to make public any material, non-public and senior management developments. These examples information (oral or written) that a company discloses are not a complete list of what may constitute material to the financial community and stockholders. CBS information. “Inside information” is material information may not communicate material non-public information that has not been effectively brought to the attention of selectively to analysts or stockholders. Public disclosure the investing public. To avoid uncertainty, information must be made prior to or contemporaneous with the should be viewed as having been effectively publicized communication of the information, for example by filing only after it has been released to the public through CBS’s the information on a report with the SEC, distributing a public filings, wire services, press releases, or other widely press release, or having conference calls to which the available media and a reasonable period of time has public has been provided advance notice and granted passed to enable the public to evaluate the information. access. CBS Corporation has designated only its Chief Executive Officer; Chief Financial Officer; Executive Additional restrictions on trading Company Vice President, Investor Relations; and Executive securities and pre-Clearance requirements Vice President, Corporate Communications to make Because of their position with CBS or as a member of disclosures of material information. its Board of Directors, certain officers, our directors, and certain other employees are subject to additional If CBS discovers that it has made an unintentional restrictions on trading in CBS securities, including non-public disclosure of material information, public the securities of CBS Corporation and any of CBS disclosure must be made promptly. If you have a Corporation’s wholly owned subsidiaries or controlled concern about a disclosure, you should immediately affiliates that may become publicly held. These persons contact the CBS Corporate Communications department are generally not permitted to buy or sell CBS securities or a CBS attorney. except during a “window period” following the release of the respective Company’s quarterly or year-end iV. finAnCiAl ACCountinG And earnings and/or are required to pre-clear all trading improper pAyments with CBS Corporation’s General Counsel or Deputy General Counsel in advance. If these additional trading All CBS transactions must be accurately and fairly restrictions apply to you, you will have received a detailed recorded to allow CBS’s financial statements to be memorandum that explains the rules. prepared properly and to ensure full accountability for all of CBS’s assets and activities. Accounting and Even during a window period, no one is permitted to trade if financial reporting practices are to be fair and proper, he or she is in possession of material inside information. in accordance with, as applicable, generally accepted accounting principles in the United States of America (GAAP) or international accounting standards (IAS). Each report on Form 10-Q and Form 10-K filed by CBS Corporation with the SEC must contain certifications from CBS Corporation’s CEO and CFO attesting to the 8 CBS Corporation Business Conduct Statement
  11. 11. fair presentation of our financial information and the n noncompliance with CBS’s internal accounting controls effectiveness of our disclosure controls and internal (for example, not obtaining required approvals); controls over financial reporting. n misrepresentation to a senior officer or CBS’s internal or external auditors or accountants regarding a matter list of prohibited financial practices that should contained in the financial records, financial reports, or be reported audit reports of CBS; We have listed below a few examples of financial n deviation from full and fair reporting of CBS’s results practices that are always prohibited and which you of operations, financial condition, or cash flows; or should always report if you are involved in them or n improperly influencing, coercing, manipulating, have knowledge of them. You should report not only or misleading any independent public or certified improper accounting, but any breach of a control and accountant engaged in the performance of an audit any weakness of a control of which you may be aware. of CBS’s financial statements. The following list, which is not exhaustive, prohibits anyone from: You are required to refrain from any misleading or deceptive financial practice, whether or not it is listed n pproving, a seeking reimbursement for, or making any here, and to report any such practices if you become payment if you know that any part of such payment is aware of them. Please refer to the Employee and to be used for any purpose other than that described Director Reporting Procedures described in the section by the documents supporting the payment; titled “Implementation of the CBS Business Conduct n sing u CBS assets, facilities, or services for any Statement” for procedures to report improper financial improper purpose. You are personally responsible practices or financial misconduct matters that have for all CBS funds and other assets over which you come to your attention. have control; n fraud or falsification in the preparation, evaluation, improper influence of Auditors review, or audit of any financial statement of CBS or You may not take any action (whether or not listed as any document, records, or information which is or an example below), directly or indirectly, to coerce, may be used in any financial statement of CBS (for manipulate, mislead, or influence any of our auditors, example, concealing or falsifying data given to internal when you know, should know, or intend that your or external auditors or used internally in the reporting actions may render our financial statements misleading. of revenues); For example, you may not influence an auditor to (i) fraud or misrepresentation in the preparation, n issue a report on CBS’s financial statements that is recording, evaluation, review, or audit of an not warranted in the circumstances, (ii) refrain from employee’s expense report or any other financial performing audit, review, or other procedures, (iii) document related to reimbursement of business refrain from issuing a report or withdrawing an issued related expenses; report, or (iv) refrain from communicating matters to any practice that results in customers or clients n CBS Corporation’s Audit Committee. being charged for services that were not provided or being charged an inflated price or more than agreed As additional examples of prohibited conduct, you upon for a service; may not (i) offer money or gifts, financial incentives, or future employment or contracts for non-audit services, any practice which intentionally results in n (ii) provide inaccurate or misleading legal analysis or the inflation or exaggeration of reported sales other information, (iii) threaten to cancel an auditor’s or revenues; existing engagements, (iv) seek to have an audit n raud f in the recording and maintaining of financial records of CBS (for example, intentionally recording sales or expenses in the wrong period, capitalizing items that should be expensed, or recording personal expenses as business expenses); 9 CBS Corporation Business Conduct Statement
  12. 12. partner removed from the engagement, (v) engage in business-related social events. This Statement applies blackmail, or (vi) make physical or verbal threats. with equal force to conduct in all such settings. Sexual harassment may exist where compensation V. eQuAl employment opportunity or other employment benefits are conditioned on granting sexual favors. Sexual harassment also may CBS places a high value on providing equal employment exist where there is a hostile work environment opportunity and maintaining a diverse workforce. caused by a pattern of unwanted sexual advances We work hard to comply with all applicable laws or unwanted visual, verbal, or physical conduct of prohibiting discrimination and we strive to make a sexual nature. our workforce reflect the rich diversity of our society and our customers. CBS recruits and hires without Unwelcome sexual advances, requests for sexual regard to race, color, sex, religion, national origin, favors, and other verbal or physical conduct of a sexual ethnicity, age, marital status, sexual orientation, gender nature are sexual harassment when: identity, gender expression, disability, veteran status, height, weight, genetic information, or any other basis n submission to the conduct is made, either explicitly prohibited by law. We strive to administer all personnel or implicitly, a term or condition of the individual’s actions such as hiring, compensation, promotions, employment; benefits, transfers, layoffs, company-sponsored training, n submission to or rejection of the conduct by an education, tuition assistance, terminations, and social individual is used as the basis for employment and recreational programs in a consistent manner. decisions affecting the individual (such as a promotion or a bonus); or We expect all managers, directors, and supervisory n the conduct has the purpose or effect of personnel to make a personal commitment to practice unreasonably interfering with the individual’s and enforce the principles of our equal employment work performance or creating an intimidating, hostile, opportunity policy. or offensive working environment. Vi. hArAssment-free worKplACe specific examples of inappropriate enVironment work-related Conduct CBS has a “zero tolerance” policy for sexual harassment The following are examples of things you may not do, or harassment based on race, color, sex, religion, but the list is not exhaustive. CBS expects all directors national origin, ethnicity, age, marital status, sexual and employees to observe the spirit as well as the letter orientation, gender identity, gender expression, disability, of the harassment-free workplace policy. For example, veteran status, height, weight, genetic information, or any you may not do any of the following: other basis proscribed by applicable law. Discriminatory n ask for dates, or make sexual advances, where treatment, including sexual harassment and harassment it is clear, or becomes clear, that the overture based on a person’s race, age, or other protected status, is unwelcome; is strictly prohibited. n threatenor engage in retaliation after an overture Unlawful harassment may occur not only as a result or inappropriate conduct is rejected or in response to of conduct by supervisors, but also due to conduct the reporting of such conduct; by directors and/or fellow employees, and, under n display sexually offensive or explicit objects, some circumstances, conduct by customers, vendors, pictures, magazines, cartoons, screen-savers, consultants, visitors, and independent contractors. e-mails, voicemail messages, text messages, or Unlawful harassment can take place in the office or posters, or engage in any other conduct that is in work-related settings outside the workplace, such likely to make people of a particular sex, race, as during business trips, business meetings, and religion, sexual orientation, or other protected class 10 CBS Corporation Business Conduct Statement
  13. 13. what to do if you have a Complaint feel unwelcome, such as creating or forwarding suggestive or offensive jokes, cartoons, letters, If you believe you have been subjected to conduct notes, or invitations, whether transmitted by that you believe violates this policy, or if you are e-mail, voicemail, text messaging, or otherwise; aware that such conduct is occurring, please refer to the Employee and Director Reporting Procedures n engagein any conduct of an overtly sexual nature, described in the section titled “Implementation of whether welcome or unwelcome; the CBS Business Conduct Statement.” CBS n engage in inappropriate or threatening physical investigates all complaints about conduct that violates conduct, such as unwanted touching or impeding or this harassment-free workplace environment policy blocking another person’s movements; or and will not tolerate retaliation against any person n ake inappropriate statements concerning a person’s m who makes a good faith report of misconduct. race, color, religion, sex, national origin, disability, age, marital status, sexual orientation, veteran status, Vii. internAtionAl Business height, weight, or genetic information, or inappropriate statements of a sexual nature, such as comments All employees and directors are expected to comply about an individual’s body or appearance or intrusive with laws of the country in which they operate as well questions or comments. as United States statutes and CBS policies governing business activities abroad. supervisor/subordinate relationships CBS recognizes that consenting romantic or sexual foreign Corrupt practices Act relationships may develop between a supervisor and a Directors, employees, and their respective agents and subordinate (whether such supervision is direct or indirect). representatives are prohibited (except as set forth These relationships frequently lead to complications and below) from making any payment or offer of payment significant difficulties for the supervisor, the subordinate, to any foreign official to induce that official to affect any others in the workplace, and CBS. If a consenting romantic government act or decision or to assist us in obtaining or sexual relationship between a supervisor and a direct or retaining business. CBS policy prohibits bribes, or indirect subordinate should develop, CBS requires payments, or gifts to any employee or agent of a foreign the supervisor to disclose this information to his or her government. This policy extends to indirect payments Company’s Human Resources Department to ensure made through agents and includes the use of personal that there are no issues of actual or apparent favoritism, funds. conflict of interest, sexual harassment, or any other negative impact on others in the work environment. There are certain very limited circumstances under which payments to foreign officials, political party officials, and Upon being informed or learning of the existence of candidates for political office are permitted by law. In such a relationship, CBS will take steps that it deems countries where United States-based companies or foreign appropriate to protect the workplace environment. nationals are permitted to make political contributions, the term “political contributions” may include payments for fundraising dinners, the contribution of employee services, allowance of additional paid vacation time for employees who volunteer their services for a political candidate, and other similar events and activities as well as actual contributions to political parties or candidates. In all circumstances, no CBS funds, assets, services, or facilities of any kind may be contributed to any foreign 11 CBS Corporation Business Conduct Statement
  14. 14. official, political party official, or candidate for office, sanction programs, there are also several different whether directly or through an intermediary, without lists, maintained by different U.S. government offices, advance approval from the Executive Vice President, of persons and entities with whom trade is banned or Government Relations, one of your Company’s lawyers, a restricted, including some in countries not included CBS Corporation attorney if you are an employee, or CBS in the preceding list. The prohibitions and restrictions Corporation’s Corporate Secretary if you are a director. imposed under these regulations affect exports, imports, travel, currency transactions, assets, services, and Once again, remember that no payments or provision accounts. You should review any proposed activity with of other benefits from assets of CBS are to be made or respect to any of these countries with your Company’s offered, directly or indirectly, to any domestic or foreign attorneys in advance. government, official, employee, candidate, or agent, for the purpose of influencing, or because of, any official act. In addition, since the list of countries and the list of persons and entities subject to these restrictions The law also requires that CBS’s books and records changes from time to time, you should be sensitive accurately report all payments made by or on behalf to the possibility that other countries and the list of of CBS. persons and entities hostile to the United States are subject to trade restrictions. You should consult with your Company’s attorneys before initiating activity with Antiboycott laws such countries, persons, or entities. This rule applies U.S. antiboycott laws are designed to prevent businesses equally to foreign subsidiaries of CBS, which may be from cooperating with unsanctioned foreign boycotts prohibited from doing business with certain countries of countries friendly to the United States, such as (including companies based there) even though their the boycott of Israel by certain Arab countries. In competitors are not. For example, no CBS Company general, the antiboycott laws and regulations prohibit may do business with Cuba. any cooperation with a foreign boycott, including, for example, by way of (i) refusal to do business with another person; (ii) discriminatory employment practices; (iii) Competition laws furnishing information on the race, religion, sex, or Many nations and the European Union have enacted national origin of any U.S. person; (iv) furnishing competition laws that are similar to U.S. antitrust laws information concerning any person’s affiliations or and prohibit certain anticompetitive activity such as business relationships with a boycotted country or any price fixing and allocation of markets. Accordingly, person believed to be restricted from doing business in if you are an employee, you should consult your the boycotting countries; or (v) utilizing letters of credit or Company’s attorneys and if you are a director you other documents containing boycott provisions. You must should consult CBS Corporation’s Corporate Secretary report any boycott request immediately to your Company’s in advance whenever a question arises concerning the attorneys if you are an employee and to CBS Corporation’s application in other jurisdictions of the policies and Corporate Secretary if you are a director. guidelines set forth in this Statement. u.s. embargoes At the time this Statement was printed, trade is banned entirely with the following countries, under U.S. embargo: Cuba, Iran, and Sudan. In addition, trade and certain activities are restricted in the following countries: Balkans, Belarus, Burma (Myanmar), Democratic Republic of Congo, Former Liberian Regime of Charles Taylor, Iraq, Ivory Coast, North Korea, Syria, and Zimbabwe. In addition to these 12 CBS Corporation Business Conduct Statement
  15. 15. Viii. fAir deAlinG And Competition constitute an illegal agreement. For example, you should never obtain a price list from competitors, CBS seeks to excel and outperform its competition nor should you ever send a price list to a competitor. honestly and fairly. CBS seeks competitive advantages through superior performance, not from illegal or These rules apply not only to CBS as a seller but also unethical business practices. to its transactions as a buyer competing to purchase goods and services. The purpose of the antitrust and trade practice laws is to preserve a competitive economy in which free enterprise Allocation of markets can flourish. CBS is committed to this principle and It is against CBS policy to have any agreement or to full compliance with these laws in each jurisdiction understanding with a competitor to allocate or divide up within which it operates. Indeed, it has thrived as a customers, groups of customers, or lines of business, vigorous competitor. The provisions of this Statement products, or geographic areas for which CBS and a concerning antitrust, trade practices, and competition competitor may compete. Such an agreement is per se are not intended to serve as a complete and definitive unlawful. As with price fixing, even an informal, tacit, statement of all aspects of the antitrust or trade practice or unwritten understanding may be found to constitute laws or to lay down “bright line” rules. Rather, these an illegal agreement. provisions are intended to acquaint you with those areas involving antitrust risk so that you will be alert and better trade Associations positioned to obtain legal advice on a “before the fact” CBS Corporation and its Companies are members of basis. Federal, state, and international antitrust laws are numerous trade associations. Trade associations can complex, and no summary can address every issue or serve many appropriate purposes. Our participation situation that might arise. Violation of these laws may in such associations may involve meetings with result in severe penalties, including criminal penalties competitors. If you participate in trade association for CBS or any individual involved in the violation. You meetings or other activities on behalf of CBS or your should consult your Company’s attorneys whenever a Company, you must be very careful to avoid even the question arises concerning antitrust laws or the subjects appearance of reaching or seeking an agreement as to discussed below. prices, the allocation of customers or markets, or the refusal to deal with any party, including by sharing non- public price or market information, whether as part of relations with Competitors “official” trade association meetings or in less formal discussions that may occur in conjunction with trade price fixing association activities. Agreements with competitors on CBS’s policy requires that all of its prices be determined standards, ratings, content, or business practices such independently in light of costs, market conditions, as piracy enforcement may raise difficult questions and competitive factors. Any agreement, written or under antitrust law and should be discussed with your unwritten, explicit or tacit, formal or informal, between Company’s attorneys. If you have any doubt about competitors to fix, raise, peg, stabilize, or even lower whether the conduct at a trade association meeting prices, or to eliminate or reduce price competition, is (or any other meeting with competitors) is proper, you per se unlawful. “Per se” means that the agreement should announce your departure to make sure that is illegal regardless of any possible justification or your departure is noted, leave the discussion promptly, excuse. Whether the agreement was “reasonable” or and consult your Company’s attorneys. If you are had the effect of lowering rather than raising prices is interested in joining a trade association of which CBS irrelevant; if competitors reached such an agreement, is not already a member, you must first obtain approval it is unlawful. Even an informal understanding or an from a Compliance Officer. unspoken mutual expectation that two competitors will achieve a common purpose may be found to 13 CBS Corporation Business Conduct Statement
  16. 16. relations with Customers and suppliers resale prices It is permissible to suggest resale prices to customers. selection of Customers and suppliers However, it is against CBS policy and may be As a general rule under competition law, your Company unlawful to have any understanding or agreement has the right to select its customers or suppliers concerning the actual resale prices to be charged unilaterally. As long as your Company is acting alone, by our customers. It is up to the customer, using its it may refuse to deal with or terminate its relations with independent business judgment, to decide whether customers for legitimate business reasons, such as the to follow our suggestions. It is generally against our refusal of the customer to conform to reasonable standards policy, and may be unlawful, to condition further of performance, misuse or misrepresentation of your dealings with the customer on adherence to our Company’s products, poor credit, and the like. Such suggestions or otherwise to coerce the customer in action should be explainable and justifiable in terms of this regard. This policy applies to maximum as well your Company’s legitimate interests. as minimum prices and to discounts, allowances, and other aspects of the customer’s pricing strategy. Any understanding or agreement with competitors, other customers, or other suppliers, however, non-price restrictions to refrain from doing business with a current or Appropriate limitations on customers that are not prospective competitor, customer, or supplier, or related to prices, such as clauses that restrict the trans- to set the terms upon which CBS will do business shipment of products or limit the territory in which with them is against CBS’s policy and may be a product may be resold or the types of customers unlawful. Because any refusal to do business with to which a product can be resold, such as location an organization, whether initially or by termination of an clauses, may be permissible in agreements with existing relationship, often carries with it the possibility of customers or suppliers (but not with competitors). litigation, you should consult your Company’s attorneys However, before you impose any such limitation, you in advance on such matters. should consult your Company’s attorneys. Similarly, you should consult your Company’s attorneys before long-term Agreements, exclusive Arrangements, imposing any restrictions on the handling of competitive and “mfns” merchandise by a customer. Long-term agreements, including those with exclusivity provisions, often are efficient and pro-competitive “tying” Arrangements arrangements. To minimize antitrust risk, however, “Tying” arrangements, the practice of requiring a you should consult your Company’s attorneys before customer to purchase or license a product in order entering into any long-term affiliation, distribution, or to obtain another product, “bundling” arrangements, the supply agreement (other than a simple, short-term practice of offering an array of products or services at agreement on a previously approved form for the an advantageous price, and “full line forcing” or output purchase or sale of goods or services) that differs in any arrangements, the practice of requiring a customer to material respect from one previously approved. You buy or license a full line of programming or products or also should consult your Company’s attorneys before none at all, may raise important legal issues. These rules entering into any exclusive arrangements or agreements are particularly complicated in connection with licensing providing that your Company will provide a purchaser’s intellectual property. Many bundles are permitted, but or licensor’s entire requirements for a product, will the legal analysis may turn on whether we have market purchase or license its entire requirements from a power in a market, the impact on competition, or other single supplier, or will supply its entire output in a region factors. You should consult your Company’s attorneys to a single customer or distributor. Most favored nations before making any sale or license that suggests the provisions (MFNs), whether in your Company’s favor possibility of a tying, bundling, or full line forcing or in favor of your Company’s supplier or customer, arrangement or demanding that a customer or licensee also raise questions that should be discussed with your deal only with respect to a bundle. Company’s attorneys. 14 CBS Corporation Business Conduct Statement
  17. 17. iX. proteCtion And proper price discrimination and promotional Allowances A seller of goods (not services) is prohibited from use of CBs Assets; eleCtroniC discriminating in price between two or more competing CommuniCAtion purchasers of the same goods where the effect of such All employees and directors should endeavor to protect discrimination is to injure competition. The provision of CBS’s assets and ensure their efficient use. Theft, more favorable promotional services or allowances to select carelessness, and waste have a direct impact on CBS’s customers where the effect is to injure competition is also profitability. Any suspected incident of fraud or theft prohibited. Buyers are prohibited from inducing unlawful should be immediately reported for investigation. We price discrimination as well. expect you to use reasonable judgment and discretion These prohibitions generally do not apply to licenses of when using CBS assets (including systems, files, intellectual property apart from the sale of goods, but books, and records). You should not transact any may apply in certain cases. significant personal business on CBS premises, on CBS time, or using CBS equipment or personnel (whether This area of the law is particularly complex, and you on staff or otherwise). CBS work facilities, property, should review all new pricing plans and decisions to and supplies, including its computer systems and the offer discounts for goods with your Company’s attorneys. files maintained and used by such electronic systems (e.g., electronic mail system, voicemail, and computer international Competition law files) regardless of password protection, telephones, CBS competes vigorously and fairly on a worldwide basis. photocopying facilities, mailroom, stationery, Many countries, including those in the European Union, trademarks, and logos, all are CBS property and are Canada, Australia, and other developed economies, provided to you for the performance of your duties for have enacted competition laws similar to United States’ CBS. You must immediately return all CBS property antitrust laws, especially those prohibiting agreements (including property issued for home use) to CBS among competitors to fix prices, rig bids, or allocate upon request or termination of your employment. We customers or markets. United States law may also expect you to use CBS’s electronic systems for proper apply to conduct occurring outside the United States. business purposes. For example, you should never Importantly, some jurisdictions impose greater restrictions send an e-mail if you would not put the same words in than United States law as to the manner in which you a letter or memo or would not want them to be viewed can deal with customers and suppliers. Accordingly, as part of a lawsuit or investigation, and you should you should consult with your Company’s attorneys never use e-mail (or other electronic communications) in advance whenever questions arise concerning the to distribute offensive, vulgar, or pornographic material. application of the policies and guidelines outlined in this We understand that some personal use of CBS’s Statement outside the United States. electronic systems may be inevitable. We expect you to keep such use to a reasonable minimum. You should bear in mind that even personal data on CBS systems is subject to these policies. Our systems may not be used to send or forward content that violates our anti-discrimination or anti-harassment policies or for any purpose that is misleading, dishonest, or otherwise improper. While it is impossible to specify every potentially improper use of CBS’s electronic systems, examples would include sending an e-mail that appears to be from a person other than yourself 15 CBS Corporation Business Conduct Statement
  18. 18. or which masks the true identity of the sender or You may not use unlicensed software on any CBS accessing electronic files other than your own or those system or hardware device and you may not copy directly related to your work, even if you have password any software without authorization by your Company’s access to additional files. Information Systems and Technology department. E-mail and voicemail are not private communications. Xi. CorporAte CommuniCAtions While CBS does not intend to routinely monitor the contents of e-mail or voicemail messages, CBS does CBS maintains constructive contact with the financial, reserve the right to have authorized persons inspect trade, and general news media. Because of the or review any data stored in its systems (including prominent profile of CBS, it is vitally important that you computer, e-mail, and voicemail systems), any data strictly observe the following procedures: (such as text messages, call logs, or call history) generated by, or stored in, company-owned and talking to members of the news media company-paid mobile devices, all mail sent to or from Unless you have been officially designated as a CBS business addresses, and all CBS offices, furniture, spokesperson, you may not comment or provide fixtures, files, or other property. Accordingly, you should not documents or information to members of the news use the e-mail or voicemail system for any communication media on matters pertaining to CBS’s or your you expect to remain private or personal. Likewise, you Company’s business or any other internal matter. should not regularly have personal mail or packages sent This applies to all media contacts, whether “on the to you at your work address. record,” “off the record,” unattributed, anonymous, or “background” contacts. Further, we expect you to comply with the terms of the CBS information security policies, which are available You must immediately report all inquiries from from your Human Resources Representative. journalists about CBS’s business to your Company’s Corporate Communications department before any X. respeCt for intelleCtuAl response is made to the inquiry. It is important also to advise any outside consultants, law firms, or other third property riGhts parties who are working under your supervision that As a company with very significant intellectual property they are not authorized to comment on any CBS matter assets, CBS is particularly aware of its obligations to and that they should report any press inquiries to respect the intellectual property rights of others even you or to your Company’s Corporate Communications as it vigorously defends its own rights. In particular, we department. You should also contact your Company’s expect you to respect copyright laws, and we will take Corporate Communications department immediately if a very serious view of any use of CBS assets to infringe you become aware of a circumstance involving CBS copyrights. You are not permitted to use CBS assets that is likely to receive unusual attention from the news to duplicate or distribute copyrighted materials unless media, such as a lawsuit involving CBS or a highly authorized by law or the copyright owner. Because controversial programming issue. of the prevalence of unauthorized and unprotected copyrighted material on peer-to-peer sharing services, issuing news releases you may not use CBS computers for access to such Issuing news releases or written statements about CBS’s sites or to access any other site that promotes or business to the news media is a function handled facilitates the unauthorized distribution of copyrighted exclusively by CBS’s Corporate Communications materials such as music, movies, television or radio departments. All major news announcements of programming, and books. Similarly, you may not use material transactions, agreements, senior executive CBS systems to upload, download, stream, e-mail, appointments, new ventures, and other extraordinary or otherwise distribute copyrighted songs, movies, business developments must be submitted to CBS’s television or radio shows, books, or other copyrighted Corporate Communications department for prior approval materials, unless CBS has the express right to do so. 16 CBS Corporation Business Conduct Statement
  19. 19. if you are an employee (and CBS Corporation’s Corporate including in-kind donations of CBS’s resources. Such Secretary if you are a director). Where practicable, clearance should be obtained from your Company’s the applicable Corporate Communications department Communications department, or, if appropriate, from should be notified at least 24 hours in advance. CBS’s Corporate Affairs and Philanthropy office if you are an employee (or CBS Corporation’s Corporate Secretary if you are a director). dealing with the media on non-CBs Business You should discuss with your Company’s Government or legal Communications Communications department if you are an employee (and CBS Corporation’s Corporate Secretary if you are You should contact a member of your Company’s a director) any planned contact with the news media on Law Department immediately if you receive an inquiry, non-CBS business where your relationship to CBS may call, or correspondence from any law enforcement be referenced in the resulting coverage. or regulatory agency, or an attorney purporting to represent a concerned party to such an inquiry or otherwise regarding alleged claims or violations of speeches and presentations law or policies involving CBS. You should not accept You should advise CBS’s Corporate Communications any legal process (such as a subpoena, deposition department (or other person designated by your notice, or summons and complaint) unless specifically Company for this purpose) if you are an employee approved by your Company’s Law Department. Directors (and CBS Corporation’s Corporate Secretary if you should contact CBS Corporation’s General Counsel or are a director) prior to accepting an invitation to Corporate Secretary. make a speech or presentation or appear on a panel on behalf of CBS or your Company. As to any of the policies in this section, if your Company does not have a Corporate Communications When speaking in public or at industry forums, you department, you should contact your supervisor should be careful to distinguish your personal views for guidance. from positions of CBS or your Company. You may not make any comment that could reveal confidential Xii. heAlth, sAfety, And information or, in any context in which you may be considered to be speaking on behalf of CBS or your the enVironment Company, any inappropriate or offensive remark. The policy of CBS and its divisions is to provide a safe and healthy workplace for its employees and guests, Presentations must not include financial information to conduct its operations in an environmentally sound, of CBS, your Company, or their businesses unless socially responsible manner, and to comply with all such financial information is previously reviewed and applicable health, safety, and environmental (HSE) approved by the finance and accounting departments laws and regulations. and the General Counsel of CBS or your Company, as applicable. Responsibility for HSE performance rests with all employees, management and non-management alike. philanthropy Management is responsible for providing proper training As a concerned corporate citizen, CBS is committed to on the rules and regulations applicable to the workplace, supporting worthy organizations in its communities and and the tools to do the job safely. Management will its industries. In order to coordinate CBS’s involvement seek to reduce energy usage, where economically with and contributions to charitable organizations, if you and technologically feasible, through conservation, are an employee, you should consult with your Company’s energy efficient technology, and prudent management Communications department prior to accepting an practices. In addition, Management will seek to reduce invitation to be honored and/or taking a leadership the generation of waste, where practicable, through the position at a charitable event. In addition, you must clear application of waste minimization, reuse and recycle in advance all business-related charitable contributions, 17 CBS Corporation Business Conduct Statement

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