STANDARDS OF BUSINESS CONDUCT

FINANCIAL HONESTY – OUR COMMITMENT TO OUR OWNERS AND OUR COMMUNITIES

We always act in the best interests of FOX and its stockholders. To do this, we must, among other things, scrupulously avoid conflicts of interest.

A conflict of interest arises when personal interests or activities interfere with our ability to make sound, objective business decisions on behalf of FOX. This includes the interests of family and household members and organizations that we or our family and household members have a significant relationship with. Conflicts—and even the appearance of a conflict—may raise questions about whether we are acting in the best interests of our company.

If you think that a conflict may exist, you must disclose it promptly to human resources and your business’s legal department, who will appropriately consult with the Chief Ethics and Compliance Officer. That way, FOX can consider what steps should be taken to avoid, manage, or even waive the potential conflict.  

This section provides guidance on some common situations that may create a conflict of interest. Conflicts of interest may not always be clear-cut, so you are encouraged to ask questions about particular situations by contacting an attorney in the Legal Department.  

Even if you believe a decision is in FOX’s best interest, if there are facts which someone else might view as creating a conflict of interest or divided loyalties, that mere appearance can create significant problems for FOX and for you. If you are ever in a situation where there could be even the appearance of a conflict of interest, you must obtain guidance from an attorney in the Legal Department or a manager in Human Resources about how to address the situation.

Conflicts of interest may not always be clear-cut, so you are encouraged to ask questions about particular situations by contacting an attorney in the Legal Department

Avoiding Conflicts of Interest

We do not allow associations with any other companies or organizations to interfere with our work or with our ability to exercise our best judgment on behalf of FOX. We also avoid the appearance of a conflict of interest in all of our activities. If you have any doubts or concerns about an association you may have, consult an attorney in the Legal Department.

Working for Competitors: FOX employees and directors may not serve as a director, consultant, agent or employee of any enterprise that competes or seeks to compete with any FOX company, except with the written consent of FOX’s Chief Legal and Policy Officer or the Chief Ethics and Compliance Officer (for employees below the level of EVP).

Working for Business Partners:  An employee may not serve as a director, consultant, agent or employee of any enterprise that conducts or seeks to conduct business with FOX, except with the written consent of FOX’s Chief Legal and Policy Officer or the Chief Ethics and Compliance Officer (for employees below the level of EVP) and subject to compliance with all applicable laws.

Working a Second Job:  As an employee, you are not necessarily prohibited from having a second job, but it must not interfere or conflict with your regular duties or undermine your working effectiveness. Before taking on additional employment outside of your FOX duties, you must consult the policy of your business unit, if there is one. If your business unit does not have a policy on additional outside employment, then you must have the written consent of your supervisor.

Personal Relationships:  Any FOX manager who becomes involved in a personal relationship (including romantic or family) with an employee who has a reporting relationship to that manager, direct or indirect, must disclose the personal relationship to the Human Resources Department. Consistent with applicable law, FOX may change the reporting relationship (including transferring the manager or subordinate to a different position or having the subordinate report to a new manager) or modify the duties of either party to the relationship as FOX deems necessary and appropriate to avoid any actual, perceived or potential conflict of interest.

Board Service:  We encourage all employees to cultivate active engagement with their communities. But in order to avoid possible conflicts or legal issues, service as a director on the board of any other company or organization, including nonprofits, must receive the prior written consent of the Chief Legal and Policy Officer or the Chief Ethics and Compliance Officer (for employees below the level of EVP). Members of the Board of Directors should refer to the Statement of Corporate Governance for our policy on board service.

Ownership Interests: We must disclose, and may be prohibited from keeping, any ownership interest in a business that competes, conducts or seeks to conduct business with any FOX company. Disclosure must be made in writing to the Chief Legal and Policy Officer or their designee.

Exception: An ownership interest in a publicly traded company does not have to be disclosed unless the interest exceeds 1% of the entity’s outstanding shares.

We avoid conflicts of interest in all our associations

Gifts and Entertainment to/from Third Parties

We give and receive only appropriate, reasonable gifts or hospitality. Business gifts and entertainment are often necessary and appropriate, and instrumental in cementing good relationships with our business partners. But we can never allow gifts or hospitality to place us in a situation where our objective judgment or compliance with the law might be questioned.

We do not provide or accept gifts or hospitality unless they are clearly appropriate in the context of a reasonable business relationship. We never solicit gifts or hospitality.

Particular care should be taken with gifts or hospitality to or from government or public officials, whether foreign or domestic. For additional information, please refer to the sections on Avoiding Bribery and Corruption and Engaging in Political Activities and Lobbying.

We should refuse or return any gift, regardless of value, that appears to be given with the expectation of influencing our decisions or actions.

Cash gifts are never permitted. In deciding whether other gifts are appropriate, consider whether:

• the gift is of reasonable or nominal value, since gifts of substantial value are more likely to be perceived as inappropriate;
• the gift is consistent with accepted, legitimate business practices;
• public disclosure of the gift could result in embarrassment for you or FOX; and
• the gift is consistent with the policies of the recipient’s organization.

In addition, you should avoid a pattern of accepting frequent gifts from the same people or companies.

If you are a FOX employee, your business unit may have additional policies regarding gifts or hospitality, including limits on their monetary value. Be sure to consult any such additional policies that may apply. If you have questions about the propriety of any gift you intend to give or receive, please address questions to your business’s legal department or the Chief Ethics and Compliance Officer.

Refraining From Self-Dealing or Improper Benefit

We don’t exploit our positions for personal gain. Keep in mind that you must not only refrain from improperly benefiting from your position or access, you must also guard against family or household members receiving improper advantages. Employees and directors are responsible for making sure that those close to them do not inappropriately benefit from their position or access.

Diversion of Company Opportunity: Subject to the terms of FOX’s governing documents, an employee or director may not divert an opportunity or potential opportunity for FOX for their own benefit or for the benefit of a family or household member.

Financial Institutions: Participation in dealings between FOX and financial institutions requires particular care on the part of employees. Any employee who is involved in any way in the relationship between FOX and a financial institution must be sure not to improperly benefit from that relationship because of his or her position at the Company. If you are unsure about a particular benefit being offered, you should either refrain from accepting the benefit or discuss the matter with a lawyer in the Legal Department.

Provide Truthful and Complete Information in Financial Records

• We maintain accurate and complete financial records and make full, fair, accurate, timely and understandable disclosures in reports and documents that we file with government regulatory bodies or otherwise make publicly available.
• We each take responsibility for recording clear, accurate and complete information in any and all FOX records we produce.
• We immediately bring to the attention of a manager in Human Resources, FOX’s Chief Ethics and Compliance Officer, or an attorney in the Legal Department any suspected fraud or financial irregularity.

No Insider Trading

We all must carefully read and adhere to the FOX Insider Trading and Confidentiality Policy. We do not engage in insider trading, defined as buying or selling securities while aware of material, non-public information relating to the company whose securities are being traded.

Insider trading is prohibited by federal and state laws and is a crime punishable by civil penalties, criminal fines and prison. FOX may also face civil penalties for insider trading violations by their employees or directors.

As provided in the FOX Insider Trading and Confidentiality Policy, employees and directors must not trade in the securities of any company when they are aware of material, non-public information about that company. This prohibition applies to trading in the securities not just of FOX but of any company, including FOX’s business partners and companies with which FOX may be negotiating a transaction.

Prohibition on insider trading applies to stock of all companies

“Tipping” is also prohibited. Tipping occurs when an employee or director provides material, non-public information about a company to another person or suggests that the person buy or sell a company’s securities while the employee or director is aware of material, non-public information about that company. This practice also violates the law and can result in the same civil and criminal penalties that apply to direct insider trading, even if the employee or director who gives the tip does not receive any money or other benefit from trades made by the people to whom the material non-public information or trading recommendation was given.

These insider trading and tipping restrictions also apply to our family members and others living in our households, as well as entities we control. Employees and directors are responsible for making sure the people living with them or those closely related to them do not violate these restrictions.

If an employee or director has any doubt about whether or not certain information is non-public or material, they should refrain from trading or communicating the information and should consult the Chief Legal and Policy Officer. In addition, directors, executives and certain other employees are subject to blackout windows and certain pre-clearance procedures under our Insider Trading and Confidentiality Policy. If an employee or director is not certain whether it is permissible to trade in a stock, they should contact the Chief Legal and Policy Officer for advice before making any trades.