ENTRAVISION COMMUNICATIONS CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
This Code of Business Conduct and Ethics (the “Code”) of Entravision
Communications Corporation, a Delaware corporation (the “Company”),
covers a wide range of business practices and procedures. It does not cover
every issue that may arise, but it sets out basic principles to guide all officers,
directors and employees of the Company. All of our officers, directors and employees
must conduct themselves accordingly and seek to avoid even the appearance of
improper behavior. The Code should also be provided to and followed by the Company’s
agents and representatives, including consultants.
If a law conflicts with a policy in this Code, you must comply with the law.
This Code is also deemed incorporated by reference into, and should be read
in conjunction with and in addition to, the Company’s standard employee
manual. If a specific provision of this Code conflicts with a specific provision
of the employee manual, you must comply with the more restrictive of the two
provisions. If you have any questions about these conflicts, you should ask
your supervisor how to handle the situation.
Those who violate the standards in this Code will be subject to disciplinary
action, up to and including termination of employment. If you are in a situation
which you believe may violate or lead to a violation of this Code, follow the
guidelines described in Section 15 of this Code.
1.
Compliance with Laws, Rules and Regulations. Obeying the law, both in
letter and in spirit, is the foundation on which this Company’s ethical
standards are built. All officers, directors and employees must respect and
obey the laws of the cities, states and countries in which we operate. Although
not all officers, directors and employees are expected to know the details of
these laws, it is important to know enough to determine when to seek advice
from supervisors, managers or other appropriate personnel. If reasonably requested,
the Company will, as practicable, hold information and training sessions to
promote compliance with laws, rules and regulations, including insider trading
laws.
Back to Top
2.
Conflicts of Interest. A “conflict of interest” exists when
a person’s private interest interferes in any way – or even appears
to interfere – with the interests of the Company. A conflict situation
can arise when an employee, officer or director takes actions or has interests
that may make it difficult to perform his or her Company work objectively and
effectively. Conflicts of interest may also arise when an employee, officer
or director or members of his or her family receives improper personal benefits
as a result of his or her position in the Company. Loans to, or guarantees of
obligations of, employees and their family members may create conflicts of interest.
It is almost always a conflict of interest for a Company employee to work simultaneously
for a competitor, customer or supplier. You are not allowed to work for a competitor
as a consultant or board member. The best policy is to avoid any direct or indirect
business connection with our customers, suppliers or competitors, except on
our behalf. Conflicts of interest are prohibited as a matter of Company policy,
except under guidelines, if any, approved by the Board of Directors of the Company.
Conflicts of interest may not always be clear-cut, so if you have a question,
you should consult with higher levels of management or the Company’s legal
department. Any employee, officer or director who becomes aware of a conflict
or potential conflict should bring it to the attention of a supervisor, manager
or other appropriate personnel or consult the procedures described in Section
15 of this Code.
Back to Top
3.
Insider Trading. Officers, directors and employees who have access to
confidential information are not permitted to use or share that information
for stock trading purposes or for any other purpose except the conduct of our
business. All non-public information about the Company should be considered
confidential information. To use non-public information for personal financial
benefit or to “tip” others who might make an investment decision
on the basis of this information is not only unethical but also illegal. In
order to assist with compliance with laws against insider trading, the Company
has adopted a specific policy governing trading in securities of the Company
by officers, directors and employees. This policy has been distributed to every
officer, director and employee of the Company. If you have any questions, please
consult the Company’s legal department.
Back to Top
4.
Corporate Opportunities. Employees, officers and directors are prohibited
from taking for themselves personally opportunities that are discovered through
the use of corporate property, information or position without the consent of
the Board of Directors of the Company. No officer, director or employee may
use corporate property, information or position for improper personal gain,
and no officer, director or employee may compete with the Company directly or
indirectly. Employees, officers and directors owe a duty to the Company to advance
its legitimate interests when the opportunity to do so arises.
Back to Top
5.
Competition and Fair Dealing. We seek to outperform our competition fairly
and honestly. Stealing proprietary information, possessing trade secret information
that was obtained without the owner’s consent or inducing such disclosures
by past or present employees of other companies is prohibited. Each officer,
director and employee should endeavor to respect the rights of and deal fairly
with the Company’s customers, suppliers, competitors and employees. No
officer, director or employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation
of material facts or any other intentional unfair dealing practice.
Back to Top
6.
Gifts and Entertainment. The purpose of business entertainment and gifts
in a commercial setting is to create good will and sound working relationships,
not to gain unfair advantage with customers. No gift or entertainment should
ever be offered, given, provided or accepted by any Company officer, director
or employee, or any of their family members, unless it: (i) is not a cash gift,
(ii) is consistent with customary business practices, (iii) is not excessive
in value, (iv) cannot be construed as a bribe or payoff and (v) does not violate
any laws or regulations. Please discuss with your supervisor any gifts or proposed
gifts which you are not certain are appropriate.
Back to Top
7.
Discrimination and Harassment. The diversity of the Company’s officers,
directors and employees is a tremendous asset. We are firmly committed to providing
equal opportunity in all aspects of employment and will not tolerate any illegal
discrimination or harassment of any kind. Examples of behavior that will not
be tolerated include but are not limited to derogatory comments based on racial
or ethnic characteristics and unwelcome sexual advances.
Back to Top
8.
Health and Safety. The Company strives to provide each employee with
a safe and healthy work environment. Each employee has responsibility for maintaining
a safe and healthy workplace for all employees by following safety and health
rules and practices and reporting accidents, injuries and unsafe equipment,
practices or conditions. Violence and threatening behavior are not permitted.
Employees should report to work in condition to perform their duties, free from
the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace
will not be tolerated.
Back to Top
9.
Record-Keeping. The Company requires honest and accurate recording and
reporting of information in order to make responsible business decisions. For
example, only the true and actual number of hours worked should be reported.
Many employees regularly use business expense accounts, which must be documented
and recorded accurately. If you are not sure whether a certain expense is legitimate,
ask your supervisor or your controller.
All of the Company’s books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the Company’s
transactions and must conform both to applicable legal requirements and to the
Company’s system of internal controls. Unrecorded or “off the books”
funds or assets should not be maintained unless permitted by applicable law
or regulation.
Business records and communications often become public, and we should avoid
exaggeration, derogatory remarks, guesswork or inappropriate characterizations
of people and companies that could be misunderstood. This applies equally to
electronic mail, internal memoranda and formal reports. Records should always
be retained or destroyed according to the Company’s record retention policies,
if any. In accordance with those policies, in the event of litigation or governmental
investigation please consult the Company’s legal department.
Back to Top
10.
Confidentiality. Officers, directors and employees must maintain the
confidentiality of confidential information entrusted to them by the Company
or its customers, except when disclosure is authorized by the Company’s
legal department or required by laws or regulations. Confidential information
includes all non-public information that might be of use to competitors, or
harmful to the Company or its customers, if disclosed. It also includes information
that suppliers and customers have entrusted to us. The obligation to preserve
confidential information continues even after employment ends. In connection
with this obligation, every employee should have executed a confidentiality
agreement when he or she began his or her employment with the Company.
Back to Top
11.
Protection and Proper Use of Company Assets. All officers, directors
and employees should endeavor to protect the Company’s assets and ensure
their efficient use. Theft, carelessness and waste have a direct impact on the
Company’s profitability. Any suspected incident of fraud or theft should
be immediately reported for investigation. Company equipment should not be used
for non-Company business, though incidental personal use may be permitted.
The obligation of officers, directors and employees to protect the Company’s
assets includes its proprietary information. Proprietary information includes
intellectual property such as trade secrets, patents, trademarks, copyrights,
broadcasting formats and play lists, as well as business, marketing and service
plans, customer and client lists, databases, records, salary information and
any unpublished financial data and reports. Unauthorized use or distribution
of this information would violate Company policy. It could also be illegal and
result in civil or even criminal penalties.
Back to Top
12.
Payments to Government Personnel. The U.S. Foreign Corrupt Practices
Act prohibits giving anything of value, directly or indirectly, to officials
of foreign governments or foreign political candidates in order to obtain or
retain business. It is strictly prohibited to make illegal payments to government
officials of any country.
In addition, the U.S. government has a number of laws and regulations regarding
business gratuities which may be accepted by U.S. government personnel. The
promise, offer or delivery to an official or employee of the U.S. government
of a gift, favor or other gratuity in violation of these rules would not only
violate Company policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar rules. The Company’s
legal department can provide guidance to you in this area.
Back to Top
13.
Waivers of the Code of Business Conduct and Ethics. Any waiver of this
Code for executive officers or directors may be made only by the Board of Directors
of the Company (or a committee thereof) and will be promptly disclosed as required
by law or regulation of The New York Stock Exchange.
Back to Top
14.
Reporting any Illegal or Unethical Behavior. Employees are encouraged
to talk to supervisors, managers or other appropriate personnel about observed
illegal or unethical behavior and when in doubt about the best course of action
in a particular situation. It is the policy of the Company not to allow retaliation
for reports of misconduct by others made in good faith by employees. Employees
are expected to cooperate in internal investigations of misconduct. Any employee
may submit a good faith concern regarding questionable conduct without fear
of dismissal or retaliation of any kind.
Back to Top
15.
Compliance Procedures. We must all work to ensure prompt and consistent
action against violations of this Code. However, in some situations it is difficult
to know if a violation has occurred. Since we cannot anticipate every situation
that will arise, it is important that we have a way to approach a new question
or problem. These are the steps to keep in mind:
- Make sure you have all the facts. In order to reach the right solutions,
we must be as fully informed as possible.
- Ask yourself: What specifically am I being asked to do? Does it seem
unethical or improper? This will enable you to focus on the specific question
you are faced with, and the alternatives you have. Use your judgment and common
sense; if something seems unethical or improper, it probably is.
- Clarify your responsibility and role. In most situations, there is
shared responsibility. Are your colleagues informed? It may help to get others
involved and discuss the problem.
- Discuss the problem with your supervisor. This is the basic guidance
for all situations. In many cases, your supervisor will be more knowledgeable
about the question, and will appreciate being brought into the decision-making
process. Remember that it is your supervisor’s responsibility to help
solve problems.
- Seek help from Company resources. In the rare case where it may not
be appropriate to discuss an issue with your supervisor, or where you do not
feel comfortable approaching your supervisor with your question, discuss it
locally with your office manager or your human resources manager.
- You may report ethical violations in confidence and without fear of retaliation.
If your situation requires that your identity be kept secret, your anonymity
will be protected. The Company does not permit retaliation of any kind against
employees for good faith reports of ethical violations. To the extent the
alleged violations relate to financial, accounting or auditing matters, you
may call the Company’s toll-free hotline at 1-800-506-6414. Please see
the “Employee Complaint Procedures for Accounting and Auditing Matters”
policy, posted on the Company’s website.
- Always ask first, act later. If you are unsure of what to do in any
situation, seek guidance before you act.
If you have any questions regarding the foregoing, please feel free to contact
the Company’s legal department at (310) 447-3870.
Adopted: April 15, 2004
Back to Top
Code of Business Conduct and Ethics