MOOD:
Mood Media Corporation
(& Subsidiaries)
Our Code of Conduct
MOOD’S GOALS AND VALUES
NY-1170920 v3
Mood will be recognized as the world’s leader for commercial audio, visual and
experiential solutions. We will enhance Mood shareholder and stakeholder value
through execution, achievement and growth. To secure these goals, we will
always adhere to core values that guide our behaviors:
INTEGRITY:
We operate with integrity. We are honest and ethical in everything we do.
ACCOUNTABILITY:
We are responsible for our commitments and actions – as individuals, team
members and as a company.
RESPECT:
We value collaboration and cooperation. We respect the views of others and
embrace diversity.
EXCELLENCE:
We place clients first, striving to provide world class solutions and service at all
times. By doing so, we enhance returns for shareholders.
TEAMWORK:
We act as one team, with one plan, and one goal. We value cooperation and
collaboration. We are a stronger, more competitive company because of the
values that guide our behaviors.
2
Dear Team,
I am proud to introduce Mood’s Code of Conduct. This Code provides a reference tool
for employees and represents the core of Mood’s corporate compliance efforts.
As we pursue our vision of becoming One Team with One Plan and One Goal, we must
do so by living and practicing our values. This Code attempts to provide guidance on
ethical business practices in the context of situations that may arise in the course of
your work for Mood.
Please read this Code and discuss it with your colleagues. While the Code of Conduct
attempts to cover a number of situations that you may encounter, it does not cover
everything. To the extent you have questions or concerns, please contact your
Supervisor, the Mood Human Resources (“HR”) or Legal Departments, or the Mood
Helpline.
Each team member has an opportunity to do his or her part to embody Mood’s values in
pursuit of Mood’s goals.
Thanks for all you do to support Mood, our clients and our shareholders.
Sincerely,
Steven K. Richards
President & CEO
Mood Media Corporation
3
Table of Contents [TOC, formatting and hyperlinks to be finalized when
content is complete]
CEO’s letter .......................................................................................................................... 3
1. Introduction ...................................................................................................................... 6
1.1 Purpose of the Code .................................................................................................................... 6
1.2 Mood’s Commitment .................................................................................................................. 6
1.3 The Mood Helpline ...................................................................................................................... 6
1.3.1 Speak Up ................................................................................................................................ 7
1.3.2 When to Report to the Helpline .......................................................................................... 8
1.3.3 How to Report to the Helpline............................................................................................. 8
1.3.4 No Retaliation ........................................................................................................................ 8
2. Integrity in the Workplace ................................................................................................. 8
2.1 Avoid Conflicts of Interest ......................................................................................................... 8
2.2 Outside Employment................................................................................................................. 10
2.3 Political Activities ....................................................................................................................... 10
2.4 Insider Trading and Financial Interests ................................................................................... 11
2.4.1 Insider Trading .................................................................................................................... 11
2.4.2 Investments in Companies that do Business with Mood .............................................. 11
2.4.3 Loans ..................................................................................................................................... 12
2.5 Drugs and Alcohol ..................................................................................................................... 12
2.6 Dating ......................................................................................................................................... 13
3. Protect Mood’s Assets and Reputation ............................................................................ 13
3.1 Protect Non-Public Company Information ............................................................................ 13
3.2 Create Accurate Records ......................................................................................................... 14
3.3 Full Disclosure ........................................................................................................................... 15
3.4 Use Company Resources Wisely ............................................................................................. 15
3.5 Use our Licensor’s Content Wisely ......................................................................................... 16
3.6 Follow the Code Off the Job .................................................................................................... 16
4
3.7 Represent Mood in the Marketplace ..................................................................................... 16
3.8 Award Work Fairly ..................................................................................................................... 17
3.9 Keep Competition Clean ........................................................................................................... 17
3.10 Give and Receive Gifts Responsibly ..................................................................................... 17
3.11 Entertain Appropriately ......................................................................................................... 18
3.12 Some Additional Requirements for Gifts and Entertainment ........................................... 19
4. Global Considerations ..................................................................................................... 19
4.1 The Foreign Corrupt Practices Act ........................................................................................... 19
4.2 Economic Sanctions and Embargoes....................................................................................... 20
4.3 Illegal Boycotts ........................................................................................................................... 20
4.4 Import/Export Controls ............................................................................................................. 21
5. Complying With the Code ................................................................................................ 21
6. Conclusion ...................................................................................................................... 22
7. Other Policies and Resources .......................................................................................... 22
7.1 Mood’s Policies .......................................................................................................................... 22
7.2 Mood’s Resources ..................................................................................................................... 23
5
1.
Introduction
1.1
Purpose of the Code
The purpose of this Code is to promote:








A culture of integrity
Honest and ethical conduct within Mood
The avoidance of conflicts of interest
The full, fair, accurate and timely disclosure of information
Compliance with applicable laws, rules and regulations
Addressing violations of this Code and other Mood policies
Accountability and responsibility of all officers, directors and employees
An integrated vision for multiple lines of business
This Code applies to Mood’s officers, directors and employees.
1.2
Mood’s Commitment
Mood is committed to:






Maintaining a safe and healthy work environment
Promoting a diverse workplace that is free from discrimination or harassment
based on legally-protected grounds (for example, race, religion, gender)
Supporting fair competition and compliance with policies related to trade
Keeping its employees’ political activities separate from Mood’s business
Prohibiting illegal payments to government officials or political party
representatives
Complying with all relevant laws, rules and regulations
Mood requires that you be aware of, respect and comply with the relevant laws, rules
and regulations of the jurisdictions in which Mood does business.
1.3
The Mood Helpline

Call [number] or email [address], when:
 you want professional guidance
 you have a question on Code interpretation
 you have an issue that you need to report

You may submit a confidential inquiry or report to the Mood Helpline toll free
24/7.
6


Mood uses an external vendor to provide the Helpline; your Mood
colleagues will not be on the other end of the line.
Mood will seek to treat all communications as confidential to the fullest
extent permitted under the law and to the extent possible, consistent with
the need, if any, to follow up on reports to conduct an adequate
investigation. Identifying yourself may facilitate Mood’s effectiveness in
following up on a report. (We encourage each reporter to self-identify, but
anonymous reports may also be accepted.)
 When you contact the Mood Helpline, here is what you can expect:
o If you contact the Mood Helpline by phone you can expect to speak to
an intake specialist trained in Mood’s protocols.
 After you provide details, the specialist will give you a case
number.
 The specialist will provide information on the report detail,
including the date, time, location and case number and, only if
provided voluntarily, your contact information, to Mood for
review.
 If your inquiry or report requires a response by Mood, Mood will
provide that response along with your case number to the
Helpline.
 If you have elected not to provide your contact information, you
may call the Helpline with your case number to obtain Mood’s
response.
o If you contact the Mood Helpline by email, you will follow a similar
process. If you have elected not to provide your contact information,
your email address will be removed by the Helpline vendor.
1.3.1 Speak Up
Regardless of your position within Mood, you are in a unique position to provide
valuable information. When you become aware of situations that do not seem to be
consistent with this Code of Conduct, you can say something. You may report your
observation to your supervisor, but if you are uncomfortable doing that, you can also
report to the Helpline. Mood will follow up on your report and will ensure you will not
experience retaliation for making any such report.
1.3.2 When to Report to the Helpline
7
We ask you to report to your supervisor or to the Helpline when you observe possible
violations of this Code, other Mood policies or the law, when conduct appears
dishonest, unethical or unlawful, when conduct could hurt Mood or its reputation with
employees, clients and investors, or when conduct could hurt Mood’s employees,
clients, investors or others.
1.3.3 How to Report



In many cases, your immediate supervisor is in the best position to address an
area of concern.
If you are not comfortable reporting your concern to your supervisor, you may
report it to your HR representative, or using other channels in your workplace.
Where other options do not seem appropriate, you may report it directly to the
Mood Helpline.
If there is an emergency, such as a weapon at a work location or another
dangerous circumstance, immediately get yourself out of harm’s way, then call
for help.
1.3.4 No Retaliation
Mood ensures that you can communicate freely regarding matters covered by this Code
without fear of retaliation (being punished for your good faith communication). Mood
prohibits retaliation against employees who submit good faith reports and who
cooperate when Mood follows up on reports. If you believe you are the victim of
retaliation, please contact HR or the Mood Helpline directly, or follow other procedures
in your local workplace.
2.
Integrity in The Workplace
2.1
Avoid Conflicts of Interest
A conflict of interest exists whenever an individual’s private interests interfere or conflict
in any way (or even appear to interfere or conflict) with Mood’s interests. For example:



Do not perform work or services (whether paid or voluntary) for a competitor or
for a customer or supplier outside of its relationship with Mood.
Avoid any direct or indirect business connections with Mood’s customers,
suppliers or competitors, except on Mood’s behalf.
Do not personally take opportunities for monetary or “in kind” gain that belong to
Mood because they arise in connection with the use of Mood property,
8





information or position except in circumstances approved by the Board of
Directors.
Do not participate in activities outside of Mood that require decisions regarding
Mood and its products.
Do not involve Mood in endorsement of political candidates. If you program
content for Mood, comply with Mood’s Payola/Plugola Policy. Without the prior
approval of Mood’s Legal Department:
o Do not accept compensation from any person or business other than
Mood as an inducement to program or broadcast any content (other
than paid commercial announcements).
o Do not hold an outside interest or engage in business outside of Mood
that would conflict with your selection of content.
o Do not promote in a broadcast any matter in which you have a financial
interest.
Conflicts of interest may not always be clear cut. If you take actions or have
interests that make it difficult for you to perform your work objectively and
effectively, then you probably have a conflict of interest.
If you become aware of a potential conflict, you should bring it to the immediate
attention of your supervisor or report it to the Mood Helpline.
For more information in countries where your Mood employer has issued a
handbook, please carefully review Mood’s Business Ethics Policy in its Employee
Handbook.
Question: I am a Mood technician. While making a service call to one of our
clients, the client offers to pay me US$200 directly if I will help them mount a TV
that they bought online. This installation is outside the scope of my work order.
May I perform the work?
Answer: No, you should not take an opportunity for yourself that arises out of
your work for Mood. Also, the situation above could create a liability issue for
Mood. In this situation, the appropriate course of action would be to thank the
individual for the opportunity, but indicate that you are prohibited from
performing work that isn’t detailed in the work order.
Question: My family owns a small chain of restaurants. In the scope of my work,
I know Mood’s pricing structure and margin information. Is it appropriate for me
to act through my husband to negotiate prices with Mood for a sound system
installation for the restaurant?
Answer: You should disclose your relationship to a client to your supervisor and
seek guidance. You should not make decisions on behalf of another company
about Mood’s products or services.
9
2.2



Outside Employment
If you are a full time employee, Mood expects that your employment at Mood is
your primary employment and that outside activities will not interfere with your
ability to properly perform your job.
You may, during off hours, perform other work so long as it does not interfere
with your work with Mood or pose a conflict of interest.
For more information, in countries where your Mood employer has issued a
handbook, please carefully review Mood’s Business Ethics Policy in Mood’s
Employee Handbook.
Question: I have a second job on weekends as a club DJ. Is that permitted?
Answer: Yes, it is not a problem so long as it does not conflict with your
schedule at Mood or involve use of Mood’s property or play lists. Inform your
supervisor of any such outside employment to avoid confusion.
2.3





Political Activities
Your participation in political activities and contributions should be kept separate
from Mood.
If you make political contributions, you may not refer to Mood or its assets in
connection with your contributions unless required by law.
You must comply with all applicable laws relating to interactions with government
officials, political parties, and lobbying.
Before you seek elected office or accept a seat on the board of any company or
organization, Vice Presidential approval or higher is required, as well as approval
of Mood’s HR and Legal Departments.
For more information, in countries where your Mood employer has issued a
handbook, please carefully review Mood’s Business Ethics Policy in the
Employee Handbook.
2.4
Insider Trading and Financial Interests
2.4.1 Insider Trading
Insider trading occurs when employees trade directly or indirectly in securities
(shares and the like):


during blackout periods;
using confidential company information; or
10

when undisclosed material information the employee provides to others
results in trading.
Insider trading can result in civil fines, criminal prosecution and imprisonment. As a
general rule, non-public information concerning a company’s business, financial
prospects, regulatory or legal matters or management issues is often considered
“material.” If you are not sure whether insider trading restrictions apply to you, you
should consult Mood’s HR and Legal Departments before making any decision to buy,
sell or trade in a security, or before you disclose information to another person.
Question: Mood will be launching an exciting new product that is a real gamechanger for our industry. Is that material information?
Answer: Yes, the knowledge of a product launch is potentially Material
Information as it is reasonably likely to result in a change in price of Mood’s
securities when it becomes known. If Mood were making a minor product
tweak, however, such as a remote control change to an existing platform, it is
not likely that the information would be considered material information.
For more information, or if you desire to engage in trading, please carefully review
Mood’s Insider Trading and Confidential Information Policy.
2.4.2 Investments in Companies that do Business with Mood
If you conduct business (other than routine purchases or sales) with a company on
behalf of Mood, you must not transact any business with that company’s securities.
If you have already acquired such securities, you must disclose that information to a
vice president level or above and Mood’s HR and Legal Departments.
Question: As part of my job, I know that Mood is planning on selling 5,000
accounts to BigCo. Is that material information?
Answer: Yes, the knowledge that Mood plans to engage in such a transaction
is potentially material information as it is reasonably likely to result in a
change in price of Mood’s securities when it becomes known. You must not
trade in Mood’s securities for so long as you remain in possession of
undisclosed material information. Also, you must not trade in BigCo’s
securities until the information you know is disclosed.
Question: I’ve just learned that Megastore, a Mood customer with 2,000
locations, intends to terminate its contract with Mood. Is that material
information?
11
Answer: Yes, the knowledge of a significant customer termination may
reasonably result in a change in price of Mood’s securities when it becomes
known. If Mel’s Diner, a Mood customer with 3 locations, planned to
terminate, it is not likely that the information would be considered material
information.
Question: I just helped Mood land a large sale with Hugestore that has not yet
been announced to the public. I think Hugestore must be doing really well to
place such a big order with Mood. May I trade in the stock of Hugestore?
Answer: No, you must not trade in the stock of a third party when you are in
possession of undisclosed information related to that company by virtue of
your role with Mood. You must not trade in Mood’s stock in this scenario,
either.
2.4.3 Loans
Mood’s policy is that it does not make loans to executive officers of the company.
Any personal loans from Mood to an employee must be approved in advance in
writing by Mood’s legal team or made in accordance with an approved Mood
program. Loans greater than US$50 between employees who are in a reporting
relationship are prohibited.
Question: One of my direct reports experienced car trouble and asked me to
lend him US$100 to assist with repairs. Is this a problem?
Answer: Yes, loans greater than US$50 between employees in a reporting
relationship are prohibited.
2.5
Drugs and Alcohol
Mood is committed to maintaining a drug-free workplace. During work hours or on
Mood business, do not sell, possess, or be under the influence of illegal drugs (including
controlled substances that have not been prescribed for you by your doctor) or possess
drug paraphernalia. If you are taking any medication that creates a safety risk (for
example, if you are driving or operating heavy machinery), report the situation to HR or
your supervisor. Do not operate any Mood machinery or vehicle if the medication
affects your perception or responsiveness. Do not report for work while intoxicated. In
situations like parties where alcohol is served in the workplace or in social functions,
consume alcohol appropriately and not excessively.
For more information, in countries where your Mood employer has issued a handbook,
please carefully review Mood’s Drug-Free Workplace Policy included in the Employee
Handbook.
12
2.6
Personal Relationships
Exercise caution and good judgment in personal relationships with other employees.
Personal relationships between superiors and subordinates can create serious conflicts
of interests or issues that affect the workplace. To avoid misunderstandings and
situations that could later be called sexual harassment, if you begin a romantic
relationship with a superior or subordinate, report that to Human Resources.
Superior/subordinate personal and romantic relationships can give rise to troublesome
workplace allegations (sometimes after the relationship ends), so it is important to avoid
problems from the beginning. Mood will make work adjustments to prevent
compromising scenarios going forward, but will not impose any discipline because of a
consensual relationship itself. Mood, as your employer, cannot protect you from
conflicts you fail to report; as such, you will be responsible for problems arising from
conflicts not reported. For more information, in countries where your Mood employer
has issued a handbook, please carefully review Mood’s Equal Employment Opportunity
Policy included in the Employee Handbook.
Protect Mood’s Assets and Reputation
3.
3.1






Protect Non-Public Company Information
You must follow company policies and adhere to Mood’s contractual
arrangements regarding non-public company information.
Do not release non-public financial information to third parties unless authorized
by Mood’s HR Department and Chief Financial Officer.
Do not release other non-public company information to the public via any
methods, including social media, unless you are authorized to do so by Mood’s
Legal or Marketing Department.
If you receive a subpoena or court order that seeks disclosure of any information,
please consult Mood’s Legal Department for a response.
If you become aware of unauthorized or improper disclosure of Mood’s
confidential information, please disclose that to your supervisor or on the
Helpline.
Do not accept non-public information from a third party, such as a customer or a
former employer, unless:
o the individual disclosing the information is authorized to do so;
o Mood has the owner’s written permission to receive it; and
13
o the information is protected by an agreement between the parties
protecting the information, such as a non-disclosure agreement.
Question: I found a posting online that included a competitor’s rates. The rate
page is stamped “confidential.” May I use this information in preparing a client
proposal?
Answer: No, if circumstances lead you to believe that the poster was not
authorized to disclose the information; under no circumstances should you use it
without first contacting your supervisor and the Legal Department for guidance.
Question: I attend trade shows for work frequently, and I often make work-related
phone calls from the shows. Is this an issue?
Answer: Be careful not to disclose non-public company information in public
places such as tradeshows, airports, train stations, elevators and taxis. Always
be mindful of your surroundings.
3.2







Records must accurately reflect the transactions and activities that they record.
Mood cannot tolerate falsification or improper alteration of any records.
Correct errors and resolve discrepancies.
If you suspect or learn that records have been falsified or are inaccurate or
misleading, please disclose that either to your supervisor or the Mood Helpline.
Small errors may lead to big problems. Correct errors even if you think they
might be insignificant or stale.
Never direct anyone else to create a false record.
Never allow yourself to be influenced into creating a false record.
Do not contribute to creation of a false record by withholding important
information or providing incomplete information.
3.3



Create Accurate Records
Full Disclosure
Mood requires that all disclosures in financial statements and filings with
securities exchanges be transparent, complete, accurate, prompt and
understandable.
Avoid selective disclosure of material information regarding Mood to clients,
business providers, investors or third parties.
Fully cooperate with and do not mislead, improperly influence or manipulate any
internal or external auditors or investigators.
14


Retain company records as required by law. Should you have questions about
record retention, please contact Mood’s HR and Legal Departments.
You may never delete, modify or conceal information or documents that you have
been directed to maintain or that you know or believe are related to issues that
are the subject of litigation.
3.4






Use Company Resources Wisely
You must use Mood’s resources, including its funds, its property and its
intellectual property, in a responsible manner, for legitimate purposes and as
efficiently as possible.
Personal or unauthorized use of company funds is strictly prohibited.
You must never reimburse an employee for a political contribution.
You may not use Mood’s resources for inappropriate personal use, pornography,
fraud, unauthorized use of intellectual property, gambling, or malicious computer
activity.
You must not misuse Mood property or equipment or manipulate any system to
obtain unauthorized free or discounted equipment or service.
Submit only accurate information to Mood’s benefit programs.
Question: May I give my child’s school my work number and work email address
to contact me in case of emergencies?
Answer: Yes, in most of our facilities limited personal use of company resources
is acceptable so long as it is in line with the standards set forth in the Code. (In
some of our facilities, for legal reasons there may be local rules prohibiting all
personal use of company communication systems.)
Question: May I check the weather on my computer?
Answer: Yes, that falls in line with the standards set forth in the Code as well.
Question: May I occasionally use my computer to surf the internet for
pornography?
Answer: There are no circumstances when such action would be considered
appropriate.
3.5
Use our Licensor’s Content Wisely
Mood’s core business revolves around licensing music and other content from third
parties to enable Mood to provide properly licensed services to businesses. You may
15
not use or direct others to use content that is not properly licensed in programs to be
distributed to Mood clients.
3.6
Off the Job
Mood Media employees’ private lives are of course private. Be aware, however, that in
some circumstances off-duty conduct might affect Mood’s reputation or business
interests (for example, insider trading during personal time, leaking confidential
information during personal time, etc.). Do not take inappropriate actions off the job that
affect the workplace.
3.7







Represent Mood in the Marketplace
Differentiate Mood’s products from the competition based on the strength of our
services.
You must deal honestly and fairly with Mood’s clients, suppliers, competitors,
officers, employees and other third parties.
You should not take advantage of anyone in connection with the business or
operations of Mood through manipulation, concealment, abuse of non-public
information, misrepresentation of material facts or any other unfair dealing.
You must clearly inform the client of all charges.
Compare and contrast our products to those of our competitors without
disparagement.
Maintain the privacy of our clients’ information.
When dealing with the government as a client, additional laws, regulations and
procedures may apply. Learn what they are.
Question: I used to work with an individual who now works for a competitor. At
industry trade shows, we frequently talk about our recent wins and other industry
trends. Is this permitted?
Answer: Use caution in these scenarios. Refrain from disclosing the price or
terms of any Mood contracts, and do not seek competitive information directly
from a competitor. You should not joke about competitive topics as casual
conversation could be misconstrued.
3.8
Award Work Fairly
If you are in a position to award work to a business services provider or supplier:



Make decisions on the merit of the bid.
Avoid awarding business to your friends or family members or their employers.
Do not award work in a manner that will benefit you improperly.
16
3.9



Keep Competition Clean
Never discuss pricing with a competitor.
Do not divide markets with a competitor or engage in communication about
clients for whom you are competing.
Do not otherwise engage in anticompetitive behavior or violate antitrust laws. In
particular, the following activities are strictly prohibited:
o Do not agree to divide markets or agree on pricing with a competitor.
o Do not refuse to deal with a supplier to coerce the supplier into severing
ties with a competitor.
o Do not collude with a competitor on the outcome of a pricing proposal or a
bidding process.
3.10 Give and Receive Gifts Responsibly



You are prohibited from giving or accepting gifts, special privileges or other
favors from any business that does or seeks to do business with or is a
competitor of Mood; however:
o You may accept gifts valued under US$100 such as promotional items (tshirts, pens) given in the regular course of business and as a matter of
custom or courtesy.
o To the extent they are approved by Mood’s Marketing or HR Department
and your supervisor, you may from time to time give branded promotional
trinkets to other employees or approved parties; however, such gifts must
be unsolicited.
If you receive a gift that is not permitted under this Code, return the gift with an
explanation that Mood’s standards do not permit you to accept such gifts.
When in doubt, contact your supervisor, the Hotline or the Mood Legal
Department for guidance.
Question: I work with a vendor who sends me a box of chocolate covered
macadamia nuts every holiday season. Do I have to return the gift?
Answer: No, as long as the gift is valued at less than US$100 and is given as a
courtesy, you do not need to return it.
3.11 Entertain Appropriately

Entertainment includes meals and cultural and sporting events that you attend
with a client or vendor.
17



If you do not attend the event with the client or vendor, then tickets to such
events are “gifts” (which are covered by the Gift Section within this Plan) rather
than entertainment.
Entertainment is appropriate if:
o it complies with applicable laws;
o it is offered and accepted in the normal course of business;
o it is attended by you and a client or vendor’s employee during an event in
which business is discussed;
o it is not in excess of US$50 per occasion per person, unless approved by
a supervisor;
o it is conducted in a manner that does not violate other provisions of this
Code or harm Mood’s reputation.
For more information, please carefully Mood’s Travel and Entertainment Policy.
Question: One of Mood’s sound equipment vendors has offered me tickets to
attend a concert at a new venue featuring the vendor’s latest technology. May I
accept the tickets?
Answer: If the vendor is inviting you to attend the event with him or her, then the
event constitutes business entertainment and is permissible so long as it
complies with the standards set forth in this Code and Mood’s Employee
Handbook. If the vendor is not attending, then the tickets would be considered a
gift and must comply with the US$100 limitation in addition to the other
standards.
3.12 Some Additional Requirements for Gifts and Entertainment



Even if a gift exchange or entertainment offer meets the standards set forth by
Mood, you must not proceed if the exchange is intended to improperly influence
business judgment or might create the appearance of undue influence or
impropriety.
If you interact with government officials, special rules apply. The U.S. Foreign
Corrupt Practices Act, discussed further in the next section, reaches our
operations worldwide and restricts the exchange of gifts and entertainment with
officials outside the United States.
o If you interact with any government officials anywhere in the world, on
behalf of Mood, you must comply with applicable laws and regulations.
o Consult Mood’s Legal Department if you have questions about the
applicable standards.
You must not give or accept bribes of any kind.
18

For more information, in countries where your Mood employer has issued a
handbook, please carefully review the Business Ethics section of Mood’s
Employee Handbook.
Global Considerations
This is a global policy, and because Mood Media is headquartered in North America,
there are certain U.S. laws that regulate our worldwide operations. If your job or the job
of anyone you supervise involves business with employees, you must become familiar
with and comply fully with all laws and other requirements that will affect your work
including:
3.13 The Foreign Corrupt Practices Act (“FCPA”)







The FCPA is a United States law that applies to Mood, its subsidiaries, officers,
directors, employees and agents and stockholders acting on behalf of Mood
around the world.
It forbids making any offer, promise or payment of money or anything of value to
any person for purposes of influencing a foreign official in his or her official
capacity to act or to fail to act or to obtain an improper advantage in obtaining or
retaining business.
You are generally prohibited from offering anything of value to a government
official or his or her personnel or to a political party or candidate.
Never make payments to a third party that you suspect may be passed to a
government official or to a political party or candidate or to improperly influence
another person’s decision in a way that is advantageous to Mood.
Never use a third party to make a payment on Mood’s behalf that Mood itself
cannot make.
Properly document all transactions and maintain accurate records regarding the
amount and ultimate recipient of any payments made. (The FCPA also regulates
recordkeeping of payments to officials outside the U.S.)
If you encounter a questionable situation, consult with Mood’s HR and Legal
Departments to confirm compliance with the FCPA.
Question: I am working on a deal to provide Mood’s service in another country.
As part of the deal, a local government official has asked Mood to pay a
“processing fee” to expedite clearing customs. How should I respond?
Answer: “Processing fees,” “expediting fees” or “facilitating payments” are
unlawful in many circumstances and are generally prohibited by Mood.
19
Immediately notify your supervisor as well as Mood’s HR and Legal Departments
about any requests to make such payments.
3.14 Economic Sanctions and Embargoes
Do not conduct business with countries or parties designated as embargoed or
sanctioned under U.S. law. (U.S. trade laws can reach Mood operations worldwide.)
Contact the Mood Legal Department if you have any questions. Always comply with
U.S. travel restrictions. Also, any request for information regarding boycotted countries
or organizations must be immediately referred to Mood’s Legal Department. (This is
another area that can trigger legal penalties worldwide.)
3.15 Import/Export Controls
Mood will comply with all applicable import and export laws. Please contact the
Mood Legal Department with any questions about importing or exporting any
product, service or technical information.
4.
Conclusion





You are required to comply with this Code as a condition of employment;
however:
o This Code is intended to complement Mood’s existing policies and provide
a framework for evaluating ethical situations. If a conflict arises between
this Code and a specific applicable policy, the policy will control.
o Nothing in this Code or Mood’s applicable policies is intended to conflict
with the applicable local law. In the event such a conflict arises, the local
law will control.
o The invalidity or unenforceability of any provision of this Code shall in no
way affect the validity or enforceability of any other provision of this Code.
Failure to comply with this Code or Company policy may lead to disciplinary
action including where appropriate, termination of your employment.
If Mood discovers that you have violated or appear to have violated securities
laws or other laws, Mood may, as appropriate or as required, refer the matter to
the appropriate legal or regulatory authorities.
Nothing in this Code is intended to discourage or prevent employee discussions
regarding wages or other terms and conditions of employment or other legally
protected or required activities.
The Code and specific applicable policies may not cover all legal and ethical
situations that arise in the context of your employment with Mood.
20

5.
o You are responsible for setting a good example, particularly if you are a
supervisor.
o Mood requests that you participate truthfully in any inquiry related to
violation of this Code of Conduct, other Mood policies or the law.
o You must not make complaints in bad faith.
Mood may update or modify this Code at any time.
Other Policies and Resources
5.1
Mood’s Policies:
This Code complements other Mood policies. Depending on the country where you
work, those other polices may include:





Employee Handbook
Insider Trading and Confidential Information Policy
Media Protocol
Social Media Policy
Travel and Entertainment Policy
5.2




Mood’s Resources:
Mood’s Employee Assistance Program: for confidential assistance for work/life
issues, counseling and referrals, contact [insert globally-accessible phone
number] or www.cignabehavioral.com ; employer ID: Mood
Mood Guidebook: to determine who does what and answer basic questions
Mood’s Legal Department: Legal@moodmedia.com
Mood’s Human Resources Department mmhr@moodmedia.com
, Date
21