GLOBAL ANTI-BRIBERY AND ANTI-CORRUPTION POLICY
At Fox Corporation and its affiliated entities (collectively “FOX”) we always conduct business with integrity and transparency, and in full compliance with the anti-corruption laws of the countries in which we do business. While we are an American company with U.S.-centered operations, our wide-ranging news, sports, and entertainment programming sometimes takes us to the far corners of the globe. Whether we’re at home or abroad, we must always act with utmost integrity and accountability.
In the United States, the federal government, all states, and many local governments each have their own gift, lobbying, and political contribution laws. These laws impose significant restrictions on the provision of gifts, entertainment, meals and travel for government officials, regulate communications with such officials, and impose restrictions on political contributions. 1
The details of anti-corruption laws may vary from jurisdiction to jurisdiction. This policy is not based solely on the law of any particular jurisdiction. Rather, it attempts to provide clear guidance and examples to help all FOX employees and agents ensure their actions are in keeping with our fundamental principles, which in turn are consistent with the goals of all of those laws: we do not pay bribes, we do not participate in corruption, and we act with integrity in our financial and business dealings. Of course, we also must always follow the laws of any jurisdiction we find ourselves in. If you have any questions about the applicable law, you should seek guidance from an attorney in the Legal Department or FOX’s Chief Ethics and Compliance Officer.
To whom does the Policy apply?
This Policy applies globally, to every director, officer and employee of FOX and its majority-owned subsidiaries and divisions, as well as to third parties acting on behalf of FOX and its subsidiaries. In addition, your specific business unit may have additional restrictions or guidelines that you must read and comply with.
What is the Policy?
FOX strictly prohibits bribery and corruption in all its forms. Specifically, you must not directly or indirectly offer, promise to give or give anything of value if the purpose is to improperly influence the recipient to take or fail to take action that would provide a commercial benefit or advantage to FOX, its affiliates, or any other party. You may not engage either in public bribery of a Government Official or the commercial bribery of private parties. No one at FOX has the authority to direct you to violate this Policy.
What is a “thing of value”?
A bribe does not necessarily take the form of money or a physical object. A bribe can also take the form, for example, of a favor, such as employment for a family member of the intended recipient, or a contribution to their favored charity. A bribe can also take the form of inappropriately lavish or too- frequent hospitality. If you are asked or plan to give something of value, ask yourself if disclosure of the gift would result in either embarrassment or trouble for you or FOX.
What is Public Bribery?
Public bribery is the bribery of any Government Official.
● Never give anything of value, even if nominal, to a U.S. Government Official without first consulting with the FOX Government Relations Office.
● Never give anything of value, even if nominal, to a foreign Government Official without first consulting with FOX’s Chief Ethics and Compliance Officer or an attorney in the Legal Department.
Be especially careful to observe the Policy’s guidance with respect to any interactions with Government Officials. Laws and regulations are often more strict when the other party is a Government Official; gifts and hospitality that may be perfectly acceptable among private parties can be completely forbidden when the other party is a Government Official. Even small gifts to such persons can be unlawful, depending on the jurisdiction. Some possible examples of public bribery would be the giving of a gift, money or other thing of value to persuade a Government Official to exercise his or her discretion to grant a license, permit or authorization; to accord favorable tax or tariff treatment; or to terminate a scheduled tax audit.
The Executive Branch of the U.S. Federal Government, the U.S. Senate and House of Representatives, the various states, and certain local jurisdictions each have a separate law:
(1) Prohibiting or restricting gifts (e.g., meals, entertainment, transportation, lodging, and gift items) that may be provided to its officials and employees;
(2) Requiring registration and reporting by lobbyists and in many cases, also by the lobbyist’s employer (e.g., FOX). Covered lobbying activity under these lobbying laws generally includes attempts to influence a government decision, including but not limited to, legislation, rulemaking by a government agency, or decisions regarding government contracts, permits, or franchises; and
(3) Prohibiting or restricting political contributions made by corporations (such as FOX) or by certain employees of government contractors.
As a result, as described in greater detail in the FOX Political Activities Policy, all employees are required to contact the 21st Century Fox Government Relations Office prior to:
(1) Directly or indirectly offering or providing any gift, entertainment, food or beverage, lodging, transportation or anything else of value to any U.S. public official (federal, state or local);
(2) Making any written or oral communication (or assisting in preparing for a communication) or attending a meeting with any U.S. government official (federal, state or local) on behalf of FOX or any of its affiliates; or
(3) Causing FOX or any of its affiliates to make a corporate contribution at the federal, state or local level.
1 See the FOX Political Activities Policy
In addition, corporate officers as well as employees who are registered lobbyists or solicit government business are required to contact the FOX Government Relations Office prior to making a personal contribution or soliciting a contribution at the state or local level, or to a state or local official running for federal office.
With Government Officials, be particularly aware of the danger of “pass-through” payments, where a third party receives the things of value that are in fact intended for the official, and serves as a conduit for those things to pass to the official. The general risks associated with third parties are discussed further below; however, a situation where FOX is contemplating retaining a third party to act as an agent to represent FOX in relation to a governmental decision of any kind (for example, obtaining a license or permit) may inherently present a significant risk. In these situations you should notify and seek advance approval to retain the third party from the Legal Department or the Chief Ethics and Compliance Officer.
Who is a Government Official?
For the purposes of this Policy, any of the following should be considered to be a Government Official: an officer or employee of a government or public international organization (including any department or agency); a person acting in an official capacity on behalf of a government or public international organization (including any department or agency); an officer, director or employee of a state-owned enterprise or other entity that is owned or controlled by a government; a royal family member; a member of a legislative body; military personnel; an officer or employee of a political party; and a candidate for political office.
Always keep in mind that an entity in which the government has less than a majority ownership interest, or does not have management control, may still be considered “government-controlled.” If a government has management control or an ownership stake in the entity with which you are dealing, consult an attorney in the Legal Department or FOX’s Chief Ethics and Compliance Officer for further guidance. Also keep in mind that someone who would not normally be a Government Official in one country may very well have that status in another country. For example, airline pilots, medical doctors and even news reporters may be considered Government Officials for the purpose of anti-corruption laws, if the airline, hospital or newspaper they work for is government-owned or controlled. If there is any doubt as to whether or not a person is a Government Official, consult an attorney in the Legal Department or the FOX’s Chief Ethics and Compliance Officer for further guidance.
What is Commercial Bribery?
Commercial bribery is the bribery of a private party rather than a Government Official, usually the bribery of an employee or agent of another person or company in order to obtain or retain a business advantage from their employer or principal. Remember that the other company is relying on their employee to act in their best interest, and a bribe undermines that duty. If your action causes the other agent or employee to behave without good faith, or in breach of trust to their employer, this may be considered commercial bribery. Therefore you may not offer, promise or give a thing of value to another person to induce or reward that person to improperly perform their function in relation to their employer or principal. It is also forbidden to give something of value if you know that the recipient is not permitted to receive it or that it would be improper for the recipient to accept it. One possible example of commercial bribery would be the giving of a secret gift or kickback to persuade a procurement manager to purchase, on behalf of his company, a good or service offered by the company of the person giving the bribe. But keep in mind that commercial bribery is not limited to lower-ranking individuals.
Bribes are sometimes paid to top executives to persuade them to commit their company to some course of action beneficial to the giver of the bribe. The key to understanding commercial bribery is the undermining of the person’s duty to their company.
Why should we be concerned about the risks posed by third parties?
FOX, its majority-owned subsidiaries and divisions, and their officers, directors and employees, can be held legally responsible for the actions of partners, suppliers, agents, vendors or other third parties. Even if FOX did not authorize any wrongdoing, FOX may still incur legal and reputational exposure. Always remember that a third party may not make a payment on behalf of FOX that FOX itself cannot make directly and that a bribe paid by a third party for the benefit of FOX could well be viewed as a bribe paid by FOX.
Some examples of high risk third party relationships:
• The agent is hired to act on behalf of FOX.
• The agent is hired to interact with Government Officials.
• The agent is hired in a high-risk country.
• The agent is a new association, with no history of working with FOX.
Some examples of things to watch out for with third parties:
• Requests, demands or suggestions by or on behalf of a Government Official that a particular local agent be retained for any purpose, particularly if that representative has no expertise or experience in the region or profession.
• A third party who is closely related to, or has a significant relationship with, a Government Official, especially an official whose duties or authority include decision making over FOX business.
• A third party who is closely related to, or has a significant relationship with a company or person, especially a company or person who can obtain business or obtain or retain a business advantage for FOX.
• Unusual payment methods or terms such as cash in situations where a check or wire transfer would ordinarily be expected; payments through intermediaries or third party accounts; payment outside the country where the service is performed; excessive commissions and/or commissions not reasonably related to clearly identified services.
• A refusal by a proposed agent to provide written assurances that he or she will not make any improper payments.
What about business gifts and hospitality?
You may also not solicit gifts, and you may not accept any gift, even a small one, that appears to be given with an expectation of reward or influence. Under no circumstances should gifts, entertainment or hospitality be given by you to others in order to improperly influence someone to act favorably towards FOX. Unless forbidden under local written law, FOX policy does allow the sharing of common business courtesies, subject to the following requirements:
• Gifts, entertainment or hospitality provided to Government Officials must be approved in advance by the Government Relations Office if the Government Official is a U.S. official, or by an attorney in the Legal Department or FOX’s Chief Ethics and Compliance Officer if the Government Official is a non-U.S. official.
• Gifts, entertainment and hospitality generally, whether in the public or private sector, must be reasonable in value, respectable in type or venue, have a legitimate business purpose and otherwise comport with any applicable guidelines specific to your business unit on business gifts, entertainment and hospitality.
• FOX is allowed, in certain circumstances, to incur reasonable travel and accommodation expenses associated with inviting Government Officials to participate in business-related activities away from their offices. However, rules and guidelines in such circumstances can be tricky. Seek authorization from an attorney in the Legal Department or FOX’s Chief Ethics and Compliance Officer before agreeing to pay for or reimburse Government Officials’ travel and related expenses.
Are there any exceptions to these prohibitions?
Extortion or Duress – The physical health and safety of our employees, officers and directors is of paramount importance to FOX, and we do not ever expect you to do anything that would put your well- being in danger. Therefore, an exception to the restrictions of this Policy may be made if you are forced to pay a bribe because you have been threatened or coerced, or if it becomes necessary to pay a bribe in order to ensure your physical health or well- being. You are expected to refuse attempts to extort money from you, but never to the point where your health or safety might be imperiled in any way. But if these circumstances do arise, and you are forced to make such a payment, alert the Legal Department or the Chief Ethics and Compliance Officer as soon as you possibly can, and explain the situation completely and truthfully to them. Under no circumstances should you attempt to “cover up” the incident, and under no circumstances should you falsify financial entries to disguise the money paid. In addition, you should also report to the Legal Department or the Chief Ethics and Compliance Officer any attempts to extort money from you, even if unsuccessful.
“Speed,” “ Grease” or “ Facilitation” Payments – FOX’s policy is that payments made to Government Officials to expedite or secure the performance of routine governmental action are prohibited unless specifically authorized by an attorney in the Legal Department, FOX’s Chief Ethics and Compliance Officer, or its Chief Legal and Policy Officer..
Under certain very narrow circumstances, U.S. law permits foreign facilitation payments, which are the giving of a thing of modest value to low-level functionaries intended to expedite a non-discretionary, routine government action, such as processing visas or work orders or providing phone service. However, what qualifies as a facilitation payment is often unclear, and the laws of other countries to whose jurisdiction FOX may be subject, often prohibit such payments. You must always consult an attorney in the Legal Department or FOX’s Chief Ethics and Compliance Officer before you make (or promise) any such payment. If you are likely to be confronted by a situation where you anticipate that a facilitation payment may be sought, e.g. you are traveling to a part of the world where facilitation payments are prevalent, obtain guidance in advance from an attorney in the Legal Department or the Chief Ethics and Compliance Officer so you will be prepared to respond to any such requests.
What recordkeeping is required?
FOX is committed to proper financial controls and accounting. All FOX books and records must accurately reflect all transactions and payments, and must observe all of FOX’s regular financial procedures and controls. As noted above in the section on extortion, even improper payments must be accurately recorded. False, incomplete or inaccurate entries intended to conceal the true nature of a transaction are prohibited, as are “off-the-books” transactions.
What are the penalties for violating this Policy?
Violations of this Policy may lead to disciplinary action up to and including termination for an employee and termination of the business relationship for a third party. FOX may alert law enforcement authorities if the situation warrants; indeed, in some countries it is mandatory for FOX to make a report of suspected corruption to the relevant law enforcement authority. Violations of anti-bribery laws may subject the individuals involved to civil and criminal penalties, including fines and imprisonment. Your fellow employees and FOX itself may also be subject to such penalties, even if they did not authorize or condone the wrong-doing.
What should you do if you suspect or become aware of misconduct?
Failing to properly report suspected violations of this Policy is viewed with the utmost seriousness by FOX. Employees who suspect or become aware of violations of this Policy must report them to the Legal Department of their business unit or of FOX, or to the FOX Alertline. If you make an honest complaint in good faith, even if you are mistaken as to what you are complaining about, FOX will protect you from retaliation. The Alertline is a dedicated toll-free telephone number that may be called any time, day or night, as it is available 24 hours a day, 365 days a year. It is possible to make an anonymous complaint through the Alertline, but always keep in mind that anonymous complaints are more difficult to investigate. FOX will however attempt to keep your identity confidential to the extent possible. The global Alertline telephone number is: 844 809 9347. You can also make submissions to the AlertLine online at http://www.foxcorporation.ethicspoint.com.