standards-of-business-conduct

Our Standards of Business Conduct

Central European Media Enterprises Ltd. and its subsidiaries around the world (collectively, the “Company”, “we” or “CME”) are committed to promoting and maintaining high standards of ethical conduct in all of our business activities.

The Company’s success is dependent on establishing relationships built on a foundation of integrity. These Standards of Business Conduct (the “SBC”) embody our commitment to these standards by serving as a guide to how we should conduct ourselves as representatives of CME, as well as how we should conduct the Company’s operations.

The SBC sets out standards designed to ensure that our employees are honest in their communications; responsible for their words and actions; fair to their fellow employees; non-discriminatory toward CME’s shareholders, clients and vendors; and observant of all applicable laws, regulations and policies affecting our businesses. Acts of fraud are not tolerated by CME. Fraud, whether large or small, harms CME, our employees and our shareholders.

It is important that every employee of CME understands the SBC and complies with both its rules and its spirit. We will review allegations of violations of the provisions of the SBC and may, if circumstances warrant, apply disciplinary procedures, including possible termination of employment, for violations of the provisions of the SBC.

A Note on the Responsibilities of Supervisors

Supervisors are expected to demonstrate at all times their personal commitment to our standards and conduct themselves in a manner that reflects this commitment. Supervisors must also ensure that everyone in his or her area of responsibility understands and complies with the SBC.

Supervisors must be alert to potential violations of law or CME’s policies in their departments and take steps to prevent such conduct from occurring. They are responsible for taking prompt appropriate action to address violations and to address processes that may have permitted violations to occur.

Supervisors are also expected to foster an environment where employees feel comfortable asking questions and reporting issues and ensuring that anyone who reports a suspected violation or cooperates in a Company investigation is protected from retaliation.

back to top

The Integrity and Confidentiality of Company Books, Records and Assets

Business and Financial Records

CME is committed to maintaining accurate and complete financial records. As a public company, CME is required to maintain books, records and accounts that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and to maintain a system of internal controls sufficient to provide reasonable assurances that transactions are properly authorized, executed and recorded in accordance with CME’s accounting policies. Accurate recordkeeping and reporting ensures that we meet our legal and regulatory obligations and enhances our reputation and credibility.

Business and financial records include not only financial accounts, but other records such as internal reports, expense forms and time reports. This means that ensuring accurate and complete records is a responsibility of more than just accounting and finance personnel. Therefore, it is important that no actions be taken that intentionally conceal or disguise the true nature of any transaction undertaken by or relating to the Company. Employees may not knowingly misrepresent, omit or cause others to misrepresent or omit material facts about the Company to CME’s CFO, other responsible auditing and accounting officers and to representatives of CME’s independent accountants in violation of law or Company policy. Employees must notify their supervisor promptly if they become aware of any material misrepresentations or omissions in connection with CME’s books and records. Employees are required to comply with all Company control policies and procedures.

Maintaining books and records that accurately reflect all corporate transactions is a key element in assuring that the information in our public communications, including our filings with the U.S. Securities and Exchange Commission and the Czech National Bank, are complete, fair, accurate and understandable. All employees who are involved in CME’s disclosure process have a responsibility to ensure compliance with this standard.

CME’s Chief Financial Officer and the Finance Directors of our subsidiaries are responsible for ensuring that all accounting and record keeping are in conformity with CME policy and applicable rules and regulations.

Confidential Information of the Company

We believe that our confidential information is an important asset and unauthorized use or disclosure of such information is prohibited.

Confidential information is information that is not already in the public domain, that a company would normally expect to be non-public and that affects a company’s competitive position. For CME, it includes, but is not limited to, information such as our strategies and forecasts, potential financing transactions or mergers and acquisitions, customer/client lists, licensing terms, production plans, pricing and marketing information, non-public earnings and other financial reports, as well as trade secrets.

We believe that our confidential information provides us with advantages which would be harmed if such information were to be disclosed improperly. Therefore, employees are prohibited from disclosing CME’s confidential information to anyone outside the Company, including to relatives and friends, except when disclosure is properly authorized, protected under a non-disclosure agreement and is required for Company purposes or disclosure is otherwise required under applicable law. Employees should avoid sharing confidential information with any employee who does not have a need to know it and avoid discussing confidential information in public places. Employees must take all steps to protect our confidential and proprietary information and prevent its improper or unauthorized disclosure. Such confidential information may not be shared on blogs, personal websites or social networking sites.

Confidential Information of Others

We also respect the confidential information of other parties. It is CME policy to only use legal and ethical means to collect and use business and market information in order to evaluate markets, customers and competitors. CME employees must not obtain or use the confidential information of another party without its permission. Employees should promptly report to their local legal department or the Corporate Legal Department any improper disclosure or improper use of another party’s confidential information.

Confidential Information and Media Communication

Only appropriately designated employees may respond to inquiries about CME, our subsidiaries or our businesses and operations that may be made by the press, securities analysts or others in the financial and media community. If you receive any such inquiries, please refer them to CME’s Head of Investor Relations. A more detailed description of the rules relating to communication with the media, investors and other parties is set forth in CME’s Disclosure Policy, a copy of which is available on our website at www.cme.net.

Confidential Information and Insider Trading

CME is a publicly traded company whose securities are held by the investing public. All employees are subject to CME’s Insider Trading Policy, which sets out requirements for employees with respect to trading in CME securities. Key elements of the Insider Trading Policy are summarized below.

CME employees are not permitted to trade in CME securities while in possession of material non-public information, nor are employees permitted to provide material non-public information to others so that they may trade in CME securities. Improperly disclosing material non-public information in connection with securities trading can result in serious legal, financial and reputational harm to you and the Company.

Information should be considered material if there is a substantial likelihood that a reasonable investor would consider such a fact important in making a decision to purchase, hold or sell CME shares. Employees should keep in mind that any trade that becomes the subject of an investigation by a regulatory authority will be viewed with the benefit of hindsight. Consequently, employees should always carefully consider how their trades would look from this perspective and interpret the term “material non-public information” broadly.

Certain senior employees are subject to trading restrictions under applicable securities laws as well as at certain times of the year under the Insider Trading Policy, and are required to pre-clear all transactions in Company securities with the Company prior to trading. Please refer to CME’s Insider Trading Policy for additional information relating to trading by employees in CME shares or shares of companies with which CME does business. A copy of the policy may be obtained by emailing compliance@cme.net. If you have any questions relating to trading in CME shares, please contact CME’s Insider Trading Compliance Officer or email compliance@cme.net.

Electronic Communications and Information Technology

CME’s technology assets are important tools in conducting our day-to-day business. These assets include computers, servers, databases, software, systems, telephones, mobile phones and other electronic devices, as well as electronic services such as e-mail, instant messaging, voicemail and Internet access. All employees are expected to use these assets with a high level of care, professionalism and good judgment in accordance with CME policies (including CME’s Privacy and Personal Data Protection Policy) and applicable law, including in respect of confidential information, security, privacy, harassment, email use and political activities. Electronic communications, such as e-mails, posts on social networking sites and blogs, instant messages and voicemails, are equivalent to traditional written communications and can be rapidly and widely distributed. While we permit limited use of Company technology resources for personal matters (as outlined below), all documents and communications created, stored or transmitted using CME’s technology resources must conform to the requirements of the SBC and CME’s Privacy and Personal Data Protection Policy. You should be aware that personal use of CME’s technology resources may be monitored and, where breaches of CME policies are found, action may be taken in accordance with our disciplinary procedures. In accordance with applicable law (including any data protection laws) and CME’s Privacy and Personal Data Protection Policy, we reserve the right to use and disclose any information created, stored or transmitted on our information technology systems for legitimate business purposes, including, for example, to respond to government investigations, or as necessary in legal proceedings or to comply with our legal obligations.

Employees should never use CME’s technology assets to post or communicate any content that is contrary to our policies or that could harm our reputation. This includes posting on blogs, personal websites, bulletin boards and social networking sites. All employees are subject to the CME Policy on Use of Social Computing, a copy of which may be obtained by emailing compliance@cme.net. Employees may not download, post or transfer offensive information or images using CME technology assets and may not send offensive or harassing messages or material. Employees also may not download, copy or use software on Company technology resources in violation of copyright laws or license restrictions.

Personal use of CME technology resources use should not be frequent, excessive or interfere with your responsibilities, must not unduly burden our technology resources and must comply with applicable laws and our policies. Employees are not permitted to send unsolicited commercial or bulk e-mail or large non-business files using CME technology assets. All employees are subject to the CME Policy on Use of Company Email, a copy of which may be obtained by emailing compliance@cme.net.

The security of CME’s electronic information facilities, including all computer and telecommunications networks, is critical to our daily operations. Employees must comply with all policies and procedures designed to safeguard our systems and cooperate with our efforts to control and protect access to our information systems.

back to top

Conflicts of Interest

Employees have an obligation to act in the best interests of CME. Accordingly, you are expected to be free from conflicts of interest in performing your responsibilities. A conflict of interest arises when an employee’s financial, business, charitable or other personal activities and relationships interfere, or appear to interfere, with an employee’s judgment, objectivity or loyalty to the Company. You should therefore avoid any action that involves, or may appear to involve, a conflict of interest as even the potential for a conflict or the appearance of a conflict can be problematic.

Employees are under a continuing obligation to disclose to their supervisors any actual or potential conflict of interest arising out of their personal activities. Written disclosure of any potential conflict may also be made to your local legal department or to the Corporate Legal Department. In addition, any employee who is aware of a material transaction or relationship that could reasonably be expected to give rise to a conflict of interest should promptly discuss the matter with an individual listed in the REPORTING CONCERNS - Resources section below.

Some common conflicts of interest are outlined below.

Financial Interests in Other Companies

Employees may not have investments or financial interests that could affect, or appear to affect, the decisions that they make on behalf of CME. These include investments or financial interests in our partners, competitors, customers or suppliers. Employees are responsible for ensuring their investments in – or relationships with – other companies do not cause a real or apparent conflict between their personal interests and CME’s interests. Employees should obtain prior approval from their supervisor for any such investments or financial interests.

These restrictions on outside investments do not apply to mutual funds or similar investments in which the employee does not have direct control over the particular companies included in the fund or to insignificant interests held directly in publicly traded companies.

Providing Services to Other Companies

In general, employees may perform services for companies other than CME, as long as such outside employment does not interfere with your ability to do your job at CME or otherwise create, or appear to create, a conflict of interest. However, it is our policy that employees may not, without prior approval from their supervisor:

  • Be employed by or perform services for a company that is, or may become, a supplier, customer or competitor of CME. Such approval must be renewed on an annual basis.
  • Make a decision regarding CME’s doing business with any company that employs your spouse or other relative.
  • Accept reimbursement for expenses, or any other payment, for speeches or presentations outside of CME if (i) such speech or presentation is given as part of an employee’s job with the Company, (ii) such speech or presentation describes an employee’s work within CME or (iii) the employee is identified as an employee of the Company for the purposes of the speech or presentation.

Use of Company Position

CME’s resources may only be used for the Company’s benefit, not for employees or the benefit of a third party. Employees may not use material non-public CME information for personal gain or for the gain of a third party for purposes of buying or selling securities in a business in which CME may be interested in acquiring, selling, initiating or terminating a business relationship with. Employees also may not invest in or have a financial interest in (or direct to someone else) a business opportunity that CME could have an interest in unless the Company has formally confirmed that it has no interest in such opportunity. This restriction does not apply to investments in mutual funds or similar investments in which the employee does not have direct control over the particular companies included in the fund or to insignificant interests held directly in publicly traded companies.

Relationships at Work

Employees may have relatives who also work for the Company. Relatives include spouses, partners, parents, siblings, children, grandchildren, grandparents and in-laws, as well as members of your household (other than paid employees). While this situation generally does not create a conflict of interest, attention must be paid to ensure that no conflict arises, or appears to arise, as a result of this relationship. Any reporting relationships with a relative or other personal relationships that may create a conflict of interest must be disclosed to your supervisor.

Personal relationships (including romantic relationships) must not influence an employee’s ability to act in the best interests of CME and must not affect any employment relationship. Employees should avoid personal relationships where there is a direct reporting relationship between employees or where there is no direct reporting relationship but where a personal relationship could cause others to lose confidence in the judgment or objectivity of either employee.

Employment-related decisions must be based on qualifications, performance, skills and experience.

Gifts and Entertainment

From time to time, employees may receive or give gifts or entertainment from people who do business with CME. You should not accept or give gifts that do not meet the specific guidelines set forth in the CME Policy on Business Entertainment and Gifts, a copy of which may be obtained by emailing compliance@cme.net.

Employees should note that separate considerations apply when dealing with government officials. Please refer to the section entitled INTEGRITY IN DEALING WITH OTHERS - Anti-Bribery and Corruption below for additional information relating to giving gifts, entertainment or anything of value to government officials.

back to top

Integrity in Dealing with Others

Anti-Bribery and Corruption

CME strictly prohibits giving, offering, promising, authorizing or taking bribes in any circumstances. The Company’s objective is to compete in the marketplace by offering superior programming, outstanding service and competitive pricing. To ensure we comply with these standards, all employees are subject to CME’s Anti-Bribery Policy, a copy of which may be obtained by emailing compliance@cme.net. A violation of CME’s Anti-Bribery Policy will subject the employee to disciplinary action as well as potential criminal prosecution.

Transactions with government officials are often covered by separate laws or rules which are not the same as those applicable to conducting business with private parties. Therefore, CME’s Anti-Bribery Policy sets forth key provisions of applicable anti-bribery laws and provides guidelines for dealings with government representatives.

The Anti-Bribery Policy does not prohibit normal entertainment and business meals with government officials or the giving of gifts of nominal value, provided such business courtesies comply with applicable laws, regulations and rules to which the Company or the recipient is subject, the CME Policy on Business Entertainment and Gifts and the CME Group Expenses Policy.

CME’s Anti-Bribery Policy also includes provisions relating to CME’s books and records, as well as its internal controls and procedures. Additional information is provided in the section entitled THE INTEGRITY AND CONFIDENTIALITY OF COMPANY BOOKS, RECORDS AND ASSETS above.

Please contact CME’s General Counsel or email compliance@cme.net with any questions or concerns relating to the Anti-Bribery Policy. Any employee who becomes aware of possible violations of CME’s Anti-Bribery Policy must immediately report such information to CME’s General Counsel.

Political Activities

All employees must comply with any applicable laws regarding the use of corporate resources for political activities. Except for the activities described below, we do not allow political campaign or political activities by employees at any CME premises or in connection with any CME activity. Employees are free to engage in personal volunteer political activities and contribute personal resources to candidates and political parties as permitted by law. You may not use CME resources or the CME name for or in connection with personal political activities. This policy does not apply to any broadcasting activities undertaken by CME pertaining to political campaigns or elections.

As a general rule even when it is lawful, CME will not contribute funds, property or services directly or indirectly to any political party or to the campaign of any candidate for political office. However, such contributions may be made in limited and special situations if and when they are lawful, but only in such case with the specific approval of the CME Board of Directors.

Competition

We believe that fair competition, in compliance with competition laws where we operate, is healthy and beneficial to both CME and the public it serves. Accordingly, it is our policy that our employees and representatives shall not engage in unlawful anti-competitive practices.

All employees are expected to comply with all applicable competition laws. Because competition and anti-trust laws are complex and vary from country to country, employees should seek specific advice from their local legal department or the Corporate Legal Department. Failure to comply with these laws may lead to civil and criminal prosecution, disruptions to the business and harm to the CME’s reputation.

Competition law typically restricts certain activities with CME’s customers and competitors. Such activities include exclusive sale or purchase agreements, price fixing agreements, selective discounting, bundling services, business arrangements with competitors and activities designed to gain or maintain a dominant position. To ensure compliance with applicable law, discussions with competitors regarding any of these potential agreements is a violation of our policy and will subject the employee to disciplinary action as well as the potential for prosecution.

back to top

Maintaining a Professional Workplace Free from Harrassment

We consider our employees to be one of our most valuable assets. We are dedicated to creating a professional workplace where employees are treated with respect and dignity, free from inappropriate behavior and harassment. Harassment of employees, applicants, customers, contractors or suppliers by other employees is a violation of CME policy.

Harassment is unwelcome conduct toward a person because of his or her ethnicity, race, gender, marital status, sexual orientation, religion or age. Harassment includes, without limitation, oral or written communication (e.g, derogatory statements or slurs), physical and non-verbal conduct (e.g., hitting, pushing or other aggressive physical contact) and visual images (e.g., cartoons or photos). An atmosphere of tension created by ethnic, racial, sexual or religious remarks, unwelcome sexual advances or requests for sexual favors will not be tolerated.

Harassment may be unlawful and is prohibited whether it occurs in the workplace, at customer or vendor sites, or at other employment related events or activities. However, the objectionable conduct need not be unlawful to violate our policy. CME policy prohibits all inappropriate conduct and harassment, whether or not the conduct is so severe as to be considered a violation of law.

Members of management and supervisors should use good judgment and exercise appropriate use of their authority in their interactions with employees, as well as with customers, suppliers and partners. All employees and supervisors, regardless of level, are expected to demonstrate a commitment to provide a workplace free of harassment. Employees should note that performance reviews or feedback from supervisors, as a general matter, are not considered to be harassing behavior.

Employees who observe or are subjected to harassment may report the conduct to their human resources department or to any of the individuals listed in the REPORTING CONCERNS - Resources section below for investigation. Where there has been a violation of CME policy, we will take appropriate action to avoid future violations including, where appropriate, taking disciplinary action, up to and including termination of offending individuals.

back to top

Reporting Concerns

We all have an obligation to uphold CME’s ethical standards. We value the assistance of employees who identify potential problems. If you observe any behavior that you believe may represent a violation of CME policy or applicable law, we urge you to raise the issue promptly. Doing so will provide us with an opportunity to deal with the issue and address it. Damage to our reputation, fines and penalties can happen if small issues are not addressed and are allowed to grow into big ones.

There are no easy answers to many ethical issues that might be faced in our daily business activities. In some cases the right thing to do will be obvious but in other more complex situations, it may be difficult to decide what to do. If you are in doubt about the best course of action in a particular situation or if you have any question concerning business ethics or compliance with the SBC, we encourage you to talk with your line manager or supervisor or one of the resources identified here.

Resources

Employees have several options for raising issues and concerns. These may be made to:

Reports of suspected violations may also be sent by mail to the attention of the General Counsel c/o CME Media Services Ltd., Křiženeckého náměstí 1078/5, 152 00 Praha 5, Czech Republic. If you are raising a concern about harassment or other employment-related issues, you may also go to your local human resources team or CME’s Corporate Human Resources Department.

If you are raising a concern or would like to make a whistleblower complaint relating to possible violations of the U.S. federal securities laws or relating to accounting, internal accounting controls or auditing matters, you may contact the Audit Committee of the Board of Directors directly by email at whistle@cme.net or by mail to the Chairman of Audit Committee c/o CME Media Services Ltd., Křiženeckého náměstí 1078/5, 152 00 Praha 5, Czech Republic.

Investigations

We take all reports of possible misconduct seriously and have established procedures for the receipt, retention and treatment of complaints. We may use internal or external resources in conducting investigations and information provided by you will be shared with those conducting an investigation. We will investigate the matter in as discrete and confidential manner as possible, make a determination as to whether there has been a violation, and take appropriate corrective action. If you become involved in an investigation, you should cooperate fully and answer all questions completely and honestly. In the case of employment-related grievances, we will follow local procedures for addressing such grievances where such procedures apply.

If you do not believe that your concern has been adequately addressed, you are entitled to raise it with another of the resources listed under Resources above.

Anonymity and Confidentiality

When you report any concerns, you may choose to remain anonymous. We have found that many internal concerns can be resolved most quickly and satisfactorily when they are raised with your supervisor, senior management or human resources. If you are not comfortable with this option, don’t know who to contact or don’t believe that your concern will be satisfactorily addressed, you can submit your concern anonymously. If you make your identity known, we will take every reasonable precaution to keep your identity confidential, consistent with conducting a fair and thorough investigation. To help maintain confidentiality, you should avoid discussing these issues, or any investigation, with your colleagues. Because we strive to maintain strict confidentiality in all investigations, we may not be able to inform you of the outcome of an investigation.

back to top

Protection from Retaliation

CME prohibits retaliation by anyone, regardless of level or position, against any employee who raises a business conduct concern in good faith. Similarly, CME prohibits any retaliation or other action taken against an employee who provides to any law enforcement officer truthful information relating to the possible commission of a civil or criminal offense or who participates in an investigation by the Company or by government authorities. Any concerns regarding violations of this policy may be reported to the individuals listed in the Resources – REPORTING CONCERNS section above.

back to top

Note About Local Laws

CME has operations in many countries. Our employees are citizens of many different countries. As a result, our operations are not subject to the laws of any single country.

An important challenge for all of us is to understand how these laws may apply to our operations. Central European Media Enterprises Ltd., our parent company, is a Bermuda company whose stock is listed on the NASDAQ Global Select Market in the United States. The laws of the United States frequently extend to the operations of the publicly traded companies such as CME and the conduct of its employees outside of the United States.

The references in the SBC and in Company policies to the laws of the United States and the other countries where we do business reflect the reality that a global company is regulated by many different laws at the same time. In some instances, there may be a conflict between the applicable laws of two or more countries. When you encounter such a conflict, it is especially important to consult your local legal department or the Corporate Legal Department so that they may help you resolve that conflict properly.

back to top

Administration of the SBC

Administration

The responsibility for administering the SBC rests with the Company, with oversight by the Company’s Corporate Governance/Nominating Committee and Audit Committee, as appropriate. The Company’s finance and legal personnel may conduct or manage SBC investigations and may delegate their authority to appropriate personnel. Nothing in the SBC or policies referenced herein are intended to create an enforceable contractual right.

Amendment and Waiver

Amendments of the SBC will be approved by the Company’s Corporate Governance/Nominating Committee. Any material amendment to or waiver from a provision of the SBC that applies to any principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions may only be waived by the Company’s Board of Directors and will be publicly disclosed.


The SBC was originally adopted on December 12, 2011 and amended on December 3, 2018.

back to top