Wlat Disney Code of Ethics - Responsabilidad Social Empresarial Part 2

Also, in certain circumstances, using market power to coerce buyers to buy unwanted products by tying them to other “must have” products, may be prohibited. 5 We are committed to comply with the law everywhere in the world that we operate. Play by the Rules: Our Commitment to Lawful Business Practices Competition Laws We expect Cast Members and employees to compete aggressively, but fairly, and to sell our products and services on the basis of quality and merit. Antitrust and competition laws are designed to promote a free and open marketplace. You have a responsibility to comply with these laws wherever you do business and avoid conduct that might suggest a violation. Failing to do so can subject both you and the Company to imprisonment, substantial criminal fines and civil financial liability. Antitrust laws (sometimes called “competition laws” or “unfair trade laws”) prohibit agreements that unreasonably restrict competition. Don’t enter into any agreement or understanding, whether formal or informal, with a competitor, customer or supplier to: • Set prices or price-related terms, also known as “fixing” prices • Refuse to deal with a customer or supplier • Divide territories or customers Keep in mind, antitrust laws are complex and differ from country to country. Entering into exclusive dealing or licensing agreements, engaging in pricing practices that suggest a monopoly, charging different prices to different customers for the same product – those and many similar practices may raise issues under antitrust laws. If you ever have a question about how antitrust and competition laws apply to a particular business situation, you should seek help from the Legal department or contact The Guideline. Trade Secrets, Trademarks, Patents and Copyrights You must honor the trade secrets, trademarks, patents and copyrights of others. This includes trade secrets of previous employers. While our Company is entitled to your skills and creative energy while you work here, we do not want to learn of secrets you developed or learned about through previous employers. Copyright infringement issues can be complex. A person who infringes a copyright willfully and for commercial advantage may be subject to civil liability as well as criminal prosecution. There are some circumstances, however, where it is proper to reproduce portions of copyrighted work for purposes of criticism, comment, news reporting, teaching and research; this is called “fair use” and doesn’t violate copyright law. However, making fair use determinations is difficult and must be done on a case-by-case basis. Don’t take chances: any questions about what is permissible – and what isn’t – should be directed to the Legal department to ensure compliance with the law. Product Safety The safety of products bearing Disney brands, characters and other intellectual property is of crucial concern to the Company. We require that licensees and manufacturers comply with all applicable legal and regulatory safety requirements and conduct safety tests by independent, certified third-party testing laboratories or equivalent procedures. If you become aware of a product safety concern regarding any Disney-branded product immediately contact the Disney Product Integrity group at 818-560-3474. Food and Drug Safety We are recognized around the world, among other things, as a provider of high-quality food products and merchandise. We rely on you to preserve the reputation we’ve earned. Comply with all applicable food and drug laws and cooperate fully with all federal and state inspectors who come to our facilities. Make sure you: • Store, prepare and serve food, drugs and other products in a sanitary and healthful condition. • Never represent that a product has been inspected or labeled as fit for use if it hasn’t been. • Don’t sell anything that is improperly or incompletely labeled. • If a product needs inspection, don’t allow it to be purchased or sold in any of our facilities without inspection. Anti-corruption, Anti-bribery We never, under any circumstances, offer bribes or influence decisions through improper means. As a global company, we have a duty to comply with the laws in the countries in which we do business as well as the U.S. Foreign Corrupt Practices Act (FCPA) and (if it applies to you) the U.K. Bribery Act. As a Cast Member or employee, you need to understand and comply with the FCPA and the U.K. Bribery Act as well as any other anti-corruption laws that apply where you operate. Violations can result in lawsuits, substantial fines – even imprisonment for individuals. The rules for giving gifts to government officials are very strict. Never offer, promise or give (either directly or indirectly) anything of value to induce or influence a government official (including officials of international organizations, political parties and employees of state-owned or statecontrolled enterprises) to gain an improper advantage or to do something improper. Violations can subject you and our Company to severe penalties and damage our public reputation. Regardless of local practice or the practices of other companies, make sure you avoid even the appearance of doing something improper. “Anything of value” could be: • Free or discounted goods or services • The promise of a job • A charitable or political contribution • Gift certificates or gift cards • Use of materials, facilities or equipment • A loan • Tickets to a theme park or resort accommodations For more information, see our anti-corruption policy. Giving any gift requires accurate recordkeeping. Any gift permitted under our policy and given by you in connection with your job must be transparent and recorded accurately in our corporate books and records. When completing an expense report regarding the gift, you are required to accurately state the purpose of the expense and the person to whom you gave it. You must also identify whether it was given to a government official – in which case you should have obtained the approval of the Legal department in advance. Before engaging in any transaction which you think is questionable, you must consult with the Legal department. If the transaction is approved, make sure it is accurately reported in our Company’s books and records. We could be responsible for bribes made on our behalf by third parties. Our Company may be liable if a bribe is paid on our behalf, even if we did not authorize it to be paid, so it is critical that we are careful in the selection of agents, i.e., those people or companies who act on our behalf. Exercise due diligence to make sure our agents are reputable and that they agree to conduct business in compliance with anti-bribery laws and regulations. A full statement of the Company’s Anticorruption Policy can be found at www.disneyglobalcompliance.com. That Policy is called “The Walt Disney Company and Affiliates Global Anti-corruption Policy.” It sets forth in detail the policies and procedures to be followed regarding anti-corruption and anti-bribery compliance. If you have any questions about the Policy please contact the Legal department or the Guideline. Export, Import and Anti-boycott Laws We comply with all applicable laws, regulations and restrictions in the import or export of products, services, information or technology, wherever we operate in the world. If you are involved in the movement of goods or technology across international borders, make sure you know and comply with: • Any U.S. restrictions on doing business with certain foreign countries • All applicable export control requirements • The trade laws and regulations associated with the countries in which you do business We also have a responsibility to comply with U.S. anti-boycott laws. If you receive a request to comply with a foreign boycott (or a request to supply boycott-related information), consult with the Legal department to determine the appropriate course of action. investigation or proceeding. If you ever receive such a request you should immediately advise the Legal department and follow its instructions to ensure that the information or documents we provide fully comply with our legal obligations. Inside Information and Securities Trading Doing Business with and Providing Information to the Government Doing business with the government is highly regulated and typically follows stricter rules than those in the commercial marketplace. If you work with government officials or a government-owned (or partiallyowned) company, you have a special duty to know and comply with applicable laws and regulations, adhere to the highest standards of integrity and avoid even the appearance of impropriety. We are committed to full compliance with the law, wherever we operate. If you are responsible for acting on our Company’s behalf in providing financial information, complying with the tax laws or meeting cash-related reporting requirements or any other legal or regulatory requirements, always be accurate and timely. Moreover, never destroy, discard, tamper with, conceal or make any false entries on documents you provide to government agencies or officials. The same is true for responding to any request in connection with a government As a Cast Member or employee, your job may expose you to material, nonpublic (or “inside”) information about our Company or companies with which we do business. Material inside information is information about a company that is not available to the public but, if it were, might influence someone’s investment decision about that company. Examples of material inside information include: information about mergers or acquisitions, financial performance, changes in executive management, significant transactions or new projects contemplated. You may not trade in Company stock or other securities based on material inside information you have about our Company, and you may not trade in the stock of companies we work with if your job exposes you to inside information about those companies. Passing along a “tip” is also a form of insider trading and strictly prohibited. Keep in mind, even the appearance of an improper transaction must be avoided. “I just heard about a large contract Disney entered into with one of our suppliers. A friend of mine owns stock in the supplier’s company and mentioned recently that he planned to sell it. I know I can’t tell him about the news of the award, but is it okay to encourage him to hold on to his stock?“ No, you cannot help someone make a profit or avoid a loss on the basis of material non-public inside information you know about by virtue of your job. Suggesting to your friend that he hold onto his stock, even if you don’t offer a reason, would be a violation of our policy and may also be a violation of U.S. insider trading laws. What if you participate in the employee Stock Purchase Plan? You are encouraged to participate in this program and invest in our collective future. Do not, however, change your instructions in the plan if you are in possession of inside information. Money Laundering Money laundering is the process by which funds generated through criminal activity (such as terrorism, drug dealing, fraud, etc.) are processed through commercial transactions in order to conceal the source of the proceeds, avoid reporting requirements or evade taxes. As a Company, we do not want to be used by those engaged in criminal activity. Be on the alert for possible instances of money laundering and immediately notify your supervisor, the Legal department or The Guideline regarding any suspicious activity. Labor Standards 6 As a member of the global community, we have a responsibility to be a good corporate citizen. Respect: Our Commitment to the Community An International Presence We are dedicated to delivering quality products and services and cooperating with community leaders and members throughout the world to benefit local communities. While we are bound by U.S. laws and regulations and Company policy, we recognize that, as we grow, we are introducing not only a new Company, but often a new corporate culture and, perhaps, different business practices in countries all across the globe. We count on every Cast Member and employee to follow the letter and the spirit of those U.S. laws that may apply (for example, the Foreign Corrupt Practices Act) and maintain an awareness of – and sensitivity to and commitment to observe – differing legal requirements from country to country. If a local law conflicts with our Standards, comply with the local law. If a local custom conflicts with our Standards, comply with the Standards. If you’re not sure, ask for help. We comply with employment laws in all markets where we operate. In addition, the Company’s International Labor Standards prohibits the following in connection with the manufacturing of Disney-branded products: 1) child labor; 2) involuntary labor; 3) coercion or harassment; 4) unfair discrimination; 5) serious health or workplace violations; 6) interference with workers' freedom of association; and 7) the improper use of home workers. These requirements apply to the Company’s own sourcing activities as well as to licensees, vendors, buying agents and production facilities involved in the manufacture of Disney-branded products. The Environment We are committed to the protection of the environment and the conservation of natural resources. We fully comply with environmental laws and regulations, including those relating to disposal of wastes. In addition to complying with all such applicable laws ourselves, we also expect companies and contractors with which we partner to do the same. "… maintain an awareness of – and a sensitivity to and a commitment to observe – differing legal requirements from country to country." “I have seen some coworkers dumping trash in an area that’s not authorized for that purpose, but I don’t want to get involved – or get them in trouble.” As a Cast Member or employee you have a responsibility to take action when you become aware of potential violations of our Standards; this includes reporting environmental hazards or any other unsafe working conditions. Speak to your supervisor or contact The Guideline. Charitable and Political Activities We want to foster good relations within the communities where we operate. You are encouraged to participate in local activities that address the needs of the communities in which you live and work and to participate as a private citizen in government and the political process, using your own money and your own time. Make sure your involvement in charitable or political activities is not prohibited by other Company policies or suggestive of anything improper, and do not use without specific authorization (such as is authorized by the Company’s Matching Gifts program) any Company funds or resources to help or promote any charitable cause or political candidate or party. Note that the Company’s Senior Vice President of Government Relations must approve any corporate contribution to any political candidate, any committee supporting any such candidate, any political party, any organization advocating on behalf of or in opposition to any such candidate or party organization, or any organization advocating on behalf of or in opposition to any proposition that is or is expected to be submitted to voters of a jurisdiction. Glossary “Anything of value” – Money or other “things” (e.g., services, transportation, hospitality, donations, contributions, etc.) that have value. Company assets – Anything owned by the Company, including physical property (such as buildings, equipment and furniture), technology (such as computer hardware, software and information systems), financial assets (such as cash, bank accounts and credit standing) and information assets (such as customer lists, financial information and intellectual property). Confidential information – Information a company has or acquires that is kept private and not made available to the public. It includes personal information about its employees, any information that isn’t readily available from a public source or specific information that is shared between parties in confidence. Conflict of interest – A conflict of interest exists when an employee or a member of his/her family is involved in an activity that affects (or appears to affect) his/her objectivity as an employee of the company. Personal relationships, outside employment opportunities and investments an employee makes can all pose potential conflicts of interest. Due diligence – Taking the necessary actions required to know who a person or a company is doing business with; knowing why, when and to whom they are releasing funds, and being in a position to feel confident that business relationships are transparent and ethical. Financial interest – Any paid relationship or arrangement (for example, as agent, representative, employee, promoter, consultant or “finder“) with a business or any ownership interest (of stock, partnership interest, etc.). Foreign Corrupt Practices Act (FCPA) – A law that prohibits the bribery of nonUnited States government officials (including employees), and which requires certain accounting and recordkeeping practices for companies. “Good faith” – Honestly believing in what you’re doing. For example, making a report to The Guideline “in good faith” means that you honestly believe that there’s a violation of our Standards or Company policies and that you’re not deliberately making a false report. Immediate family – A spouse, parent, child, sibling and mother- or father-in-law, sonor daughter-in-law, brother- or sister-in-law, as well as people (other than household employees) who permanently reside in a person’s home. “Inside” information – Any information about a company, its customers, suppliers or other companies that an employee knows – by virtue of being an employee of the company – that is not known by the public. Such information is material if it would likely be considered important in deciding to buy, sell or hold stock in a company. “Material inside information” can include information about new products and services, pricing, budgets, earnings announcements, proposed mergers and acquisitions, anticipated layoffs, etc. Insider trading – Using material, non-public (i.e., “inside”) information – or tipping someone else to use it – to buy or sell stock in a company. Intellectual property – Intangible property that has commercial value and is the result of creative effort including copyrighted property (such as literary or artistic works), patents, trademarks, business methods or industrial processes. Legal hold – When a company is – or may be – involved in a legal proceeding, the law requires that it save information relevant to the case; a legal hold is a notice that advises you not to destroy certain records. It generally includes special recordkeeping instructions and requests for specific documents and audits. Material financial interest – Any paid relationship or arrangement (for example, as agent, representative, employee, promoter, consultant or “finder“) with a business organization or any ownership interest (of stock, partnership interests, etc.) in excess of 5 percent in a publicly traded entity or, in the case of a non-public entity, having a fair market value in excess of US$25,000. “Ordinary course of business” test – A series of questions you can ask yourself to inform decision-making about accepting a gift: (1) Would the gift be considered customary given your job duties, job title and seniority? (2) If the gift was reported in the media, would others think favorably of you? Of our Company? (3) Will the gift complement or enhance a business relationship? (4) For offers of hospitality or entertainment, is the person extending the offer going with you? Proprietary information – Information that a company owns that represents the work it does. It includes software programs, trade secrets, engineering drawings, copyrights, ideas, techniques, inventions, product specifications, research, marketing data – all of the information that makes our Company unique. All proprietary information is considered confidential information. U.K. Bribery Act – A law that makes it illegal for anyone (public, quasi-public or private) working for a company in the U.K., or a company that does business or is registered in the U.K., to give or receive a financial or other advantage to induce or reward someone for doing – or to do – an improper act in exchange for a business advantage.