BOOMERANG TV, S.A. de Televisión, S.A.- is a Spanish company with resgistered office at Calle María Tubau, 4-4ª Planta, 28050 MADRID, with fiscal ID (CIF) number A-82117193 and registered in the Commercial Register in Madrid, Tome 13,491; Book 0; Folio 130; Page M-219.186, First Inscription.
CODE OF CONDUCT- BOOMERANG TV S.A.
The present Code of Conduct shall apply to all persons defined in Paragraph 2 (Scope of Application) with respect to:
- BOOMERANG TV S.A. ("The Company" or "BOOMERANG TV S.A."), parent company of a group of independent entities, joint ventures and affiliates engaged in various different activities, including the marketing and production of general audiovisual works, and which together comprise the Group.
- The companies that make up this Group ("BOOMERANG TV GROUP"). For the purposes of the present Code of Conduct, it is understood that all companies under the control of BOOMERANG TV S.A. are a part of the BOOMERANG TV GROUP.
Companies controlled by BOOMERANG TV S.A. include all those to which any of the following circumstances apply:
- BOOMERANG TV S.A. holds the majority of voting rights, either directly or by virtue of third-party agreements.
- BOOMERANG TV S.A. has the authority to appoint or dismiss the majority of the members of the board of directors.
The people who represent BOOMERANG TV S.A. in companies and entities managed by BOOMERANG TV S.A. will promote the application of the vision, values and behavioral norms established in this Code, regardless of whether BOOMERANG TV S.A. has a majority and/or controlling interest in said companies or entities.
For the purposes of implementing this Code of Conduct, unless otherwise specified, any reference to "The Company", "BOOMERANG TV S.A." and/or "BOOMERANG TV GROUP" shall be understood to include any and all Employees of BOOMERANG TV S.A. and of all Group companies.
The present Code of Conduct establishes the general guidelines that shall govern the conduct of BOOMERANG TV S.A. and all of its Employees in performing their duties and conducting their business and professional relations, acting in accordance with each country's laws and respecting commonly recognized ethical principles.
The Code of Conduct presents a general description of the principles, objectives and values of BOOMERANG TV S.A. and of the rules of conduct its Employees must follow. These are considered necessary and decisive for BOOMERANG TV S.A.'s overall success, and in order to consolidate its presence in society. The Code of Conduct also containes a series of measures to guarantee the Code's observance.
Like all other public coporate documents, this Code of Conduct stresses BOOMERANG TV S.A.'s commitment to good corporate governance, transparency and social responsibility, in the interest of being recognized and valued as a private, independent, profitable, responsible, reputable and influential multimedia communications group.
2.- ESCOPE OF APPLICATION
The Code of Conduct shall apply, whatever their geographical location, to the following people:
- Members of the Boards of Directors and Senior Management of BOOMERANG TV S.A. and of all BOOMERANG TV GROUP companies.
- Managers of BOOMERANG TV S.A. and of all BOOMERANG TV GROUP companies.
- Workers of BOOMERANG TV S.A. and of all BOOMERANG TV GROUP companies.
- Student-trainees and interns at any BOOMERANG TV GROUP company.
- And, in general, to all those people who work or provide services for the Company or for any of BOOMERANG TV S.A. company, regardless of the legal form that defines their relationship as employees or service providers, and regardless of their position in the organizational structure of BOOMERANG TV S.A.
For the purposes of this Code, the term "Employees" includes all of the persons mentioned above, regardless of their employment, business or professional relationship with BOOMERANG TV S.A. In sum, the description "Employees" serves merely as a reference and shall not give rise to other consequences aside from the application of this Code of Conduct.
The present code does not modify the employee relationship established by contract between the Employee and the corresponding Boomerang TV Group entity.
Persons acting as representatives of BOOMERANG TV S.A. in companies and entities that do not belong to the group shall observe the Code of Conduct in the exercise of their activities in as far as this is compatible with the specific standards of the company or entity in which they are acting as representatives of BOOMERANG TV S.A.
3.- TERM OF VALIDITY
The Code of Conduct will enter into force upon approval by the BOOMERANG TV S.A. Board of Directors (the "Board of Directors"), on January 13, 2016.
This Code of Conduct, and any amendments thereof, must be approved by the Board of Directors. In addition, the Board of Directors may decide to include any other person it may deem necessary within the scope of application of this Code in as far as this may be required by the regulations applicable to BOOMERANG TV S.A.
The basic values and principles shall constitute binding guidelines for the ethical business conduct of the persons included within the scope of application of this Code of Conduct. The values shared by the people who are part of BOOMERANG TV S.A. are:
- Integrity, honesty, rigor and dedication in the exercise of their activities.
- Responsibility, commitment and transparency.
- Pluralism and respect for all ideas, cultures and people.
- Creativity and innovation in the developing the business.
- Responsible, efficient and sustainable management that generates value for shareholders and for society.
BOOMERANG TV S.A.'s vision as a private multimedia communications group consists of promoting audiovisual culture and social communication, generating cultural wellbeing in the world and defending human rights, as the pillars of sustainable development within a global society.
6.- GUIDING PRINCIPLES
All of the actions of BOOMERANG TV S.A. and its Employees shall be governed by a series of guiding principles and ethical values:
6.1. Human Rights and Civil Liberties
BOOMERANG TV S.A. is committed to respecting Human Rights and individual liberties, building democracy, preserving the natural environment and collaborating with the development and wellbeing of the communities with which it interacts.
BOOMERANG TV S.A. is committed to respecting and protecting the Human Rights and civil liberties recognized in the United Nations Global Compact on Human Rights, Environment and the Fight Against Corruption and in major international agreements on the matter, and will ensure that the principles contained in these agreements are present in all its policies. The main objective of this commitment is respect for human dignity.
All BOOMERANG TV S.A. Employees must respect this commitment, performing their professional activities for BOOMERANG TV S.A. with respect for Human Rights and civil liberties. BOOMERANG TV S.A. shall clearly inform its interests groups and the general public about this commitment and shall uphold these principles within its sphere of influence.
6.2. Equal opportunity and non-discrimination
BOOMERANG TV S.A. understands that each employee's professional development is intimately linked to his or her personal development. To this end, the Company promotes training it Employees in an environment that ensures equal opportunity for each and everyone of its Employees without any sort of discrimination. Promotions shall be based on skills and performance of professional duties.
BOOMERANG TV S.A. demands that its Employees treat each other with respect, creating an optimum, healthy and safe working environment, abstaining from engaging in any sort of offensive behavior or any behavior that may imply any sort of discrimination based on ethinicity, ideology, religion, nationality, language, sex, marital status, age, sexual orientation or physical ability.
Psychological or sexual harrassment, abuse of authority, offenses or any other type of aggression, hostility or intimidation in the workplace will not be tolerated under any circumstances. To this end, BOOMERANG TV S.A. will adopt the corresponding measures to prevent, control and ensure recovery form these sorts of situations.
6.3. Protecting the environmen
BOOMERANG TV S.A. is committed to managing its activities in such a way as to minimize any negative environmental impacts, optimizing the use of available resources and attaining a high level of safety for its processes, facilities and services, paying special attention to responsible management of the use of paper, as the main resource with enviornmental effects utilized in its activities.
In order to achieve these objectives, BOOMERANG TV S.A. shall promote environmental training for all its Employees, particularly for those people involved in managing and maintaining facilities and those directly involved in the paper loop.
6.4. Professional Code of Ethics
All BOOMERANG TV S.A. Employees must comply with the ethical principles and rules established in the varous codes, manuals and procedures that apply to them.
7.- BEHAVIOR STANDARDS FOR BOOMERANG TV S.A. PROFESSIONALS
The guiding values and principles transcribed above shall serve as a reference that should inspire the basic conduct of all BOOMERANG TV S.A. Employees, in accordance with the principles of loyalty, good faith, integrity and respect for the law.
Compliance with the rules of conduct referred to in the present Code of Conduct is mandatory in the course of providing labor or professional services for BOOMERANG TV S.A. or for any of the companies in its group.
7.1. With respect to situations in which personal interests may be at stake.
7.1.1. In case of conflict of interest, BOOMERANG TV S.A. respects the right of its Employees to participate in private economic activities aside from the activities undertaken on behalf of the Company, provided these do not conflict with BOOMERANG TV S.A.'s interests as a company or with the Employee's responsibilities and that they do not interfere with the Employee's professional performance as an Employee of BOOMERANG TV S.A. The above notwithstanding, the requirements, and therefore the full implementation, of the contractual obligations entered into with its Employees with regards to non-competition and exclusivity remain in force. In fulfilling their duties, BOOMERANG TV S.A. Employees shall always act out of loyalty to BOOMERANG TV S.A. and defend its interests, avoiding situations that may lead to a conflict between personal interests and the company's interests, and abstaining from representing BOOMERANG TV S.A., intervening or influencing in decision making in any situation in which they or any of their relatives may have a, direct or indirect, personal interest.
1. the Employee's spouse or any person with whom the Employee may have a personal relationship analogous to marriage.
2. their dependent children, whether or not they live with them;
3. any other family members that live with them or have been dependent on them for a minimum of one year before the date on which the conflictory situation arose;
4. any entities controlled, either directly or by proxy, by the Employee or by any relative, in the terms in which control has been defined in Paragraph 1, or any entities in which the Employee or any relative, either directly or by proxy, holds a management or leadership position or from which they receive any sort of payment, provided that the Employee is also in a position to, directly or indirectly, exert a significant influence on the financial and operational decisions made by those companies or entities.
Employees may not perform tasks, jobs or services in favor of other companies in the sector or companies that carry out activities that may directly or indirectly compete or potentially compete with the activities of BOOMERANG TV S.A.
Any BOOMERANG TV S.A. Employee that may be affected by a conflict of interest will notify their direct supervisor before carrying out the operation or activity in question so that their supervisor may make the appropriate decision in each specific circumstance and thus prevent the Employee's impartiality from being compromised.
If the Employee in question is a member of the Board of Directors or of Senior Management, the potential conflict may be resolved by the Board of Directors.
In any event, XXXXX
7.1.2. Gifts, hospitality and other blandishments
BOOMERANG TV S.A. Employees shall not accept gifts, hospitality or any other type of blandishments from any person or entity by reason of their position in BOOMERANG TV S.A.
Furthermore, BOOMERANG TV S.A. Employees shall not, directly or indirectly, present or offer gifts, hospitality or other blandishments to customers, partners or any other person or entity that has or may have a relationship with the company such that these gifts, hospitality or blandishments may alter the course of business, management or professional relations with BOOMERANG TV S.A.
Exceptionally, gifts or hospitality that comply with the following requirements may be considered acceptable:
1. They are not prohibited by the applicable law in each country.
2. They do not contradict the values or image of BOOMERANG TV S.A.
3. They have been presented or received by virtue of a generally accepted complimentary business or social practice and consist of objects or hospitality of a symbolic or economically irrelevant value.
In any event, BOOMERANG TV S.A. Employees are obliged to notify their superiors of all gifts, kindnesses and hospitality they may receive and put these at the company's disposal in the event that these do not comply with the conditions to qualify as acceptable gifts or hospitality, according to the Company's Human Resource Department's best judgement.
BOOMERANG TV S.A. directors shall notify the Company's Board of Directors given the case.
7.2. On the processing of information
7.2.1. Confidentiality of Information
Any information that has not been made public and is property of BOOMERANG TV S.A. is generally considered reserved and confidential information, and its contents may not be revealed to any third party, with the sole exception of any possible legal, administrative or judicial requirements that may be imposed in that respect.
BOOMERANG TV S.A. and all its Employees must implement the necessary security measures and apply established procedures in order to protect reserved and confidential information from any internal or external risk of unauthorized access, manipulation or destruction, whether intentional or accidental. In this sense, BOOMERANG TV S.A. Employees should be discreet about the content of their work in their relations with third parties and never reveal or use confidential information for personal purposes.
Any reasonable evidence of the leakage of reserved and confidential information must be notified by anyone with said information directly to the Human Resource Department of the company in question.
In the event that a working or professional relationship is terminated, the Employee will return any reserved or confidential information to BOOMERANG TV S.A., including any documents and storage means or devices, as well as any information stored in their computer terminal, and, in any case, the Employee's duty of confidenciality shall prevail.
7.2.2. Transparency in preparing and disseminating financial information.
BOOMERANG TV S.A. Employees shall undertake to faithfully report financial information, both internally and externally. Under no circunstamces shall incorrect, incomplete or inaccurate information, or information that might confuse the recipient, be supplied. In any event, reports shall be presented by duly authorized persons.
7.2.3. Measures to prevent money laundering and irregularities in payments.
BOOMERANG TV S.A. and its Employees shall comply with the duty of information and collaboration imposed by the applicable money laundering regulations in force in each country.
7.3. On relationships with other Employees.
7.3.1. On respecting the Right to Privacy
BOOMERANG TV S.A. shall protect the right to privacy of its Employees in all its manifestations, especially with regards to personal, medical and financial data.
BOOMERANG TV S.A. shall respect its Employees' personal communications through the Internet and other means of communication. In turn, BOOMERANG TV S.A. Employees shall commit to making a responsible use of the Internet and other means of communication, computer systems and, generally, any other resources that the Company makes available to them.
All IT systems and equipment that belong to the company such as personal computers, email, temp files, Internet access, etc. are considered work tools and should be used exclusively for professional purposes. Nevertheless, a reasonable use of these systems and equipment is allowed, Employees being aware of the fact that BOOMERANG TV S.A. shall adopt any necessary measures to control these work tools, through various mechanisms and/or means, in order to guarantee their appropriate and effective use.
BOOMERANG TV S.A. shall undertake to request to use Employees' data when necessary in the context of their work relationship, as well as for business purposes or where appropriate in accordance with applicable regulations. In addition, BOOMERANG TV S.A. shall take every necessary measure in order to preserve the confidentiality of the personal data in its possession and to guarantee that the confidentiality of their transmission, when necessary for business purposes, is in keeping with current legislation.
Under no circumstances shall personal Employee data be processed for purposes other than those legally and contractually provided.
Employees who may have access to other Employees' data in the course of performing their professional activities shall commit to respecting and promoting the confidentiality of this data and use said data responsibly and professionally.
7.3.2. Promoting occupational safety and health
BOOMERANG TV S.A. shall undertake to promote measures that guarantee the safety, hygiene and health of all its Employees.
BOOMERANG TV S.A. Employees shall scrupulously observe occupational health, safety and hygiene regulations in order to avoid, in as far as possible, occupational risks and accidents and adopt a positive and proactive attitude with the aim of ensuring their own safety and the safety of all those who may be affected as a result of their acts or omissions.
BOOMERANG TV S.A. shall promote compliance with legal, conventional and any other type of health and safety standards among its contractors and suppliers.
7.4 En las relaciones con los agentes de su entorno social y económico
7.4.1. Protecting the environment
In carrying out their activities, BOOMERANG TV S.A. Employees shall undertake to protect the environment, minimize negative environmental impacts and optimize the use of available resources, in all areas of their activity, especially those that most directly affect the natural environment.
Furthermore, BOOMERANG TV S.A. Employees shall convey this commitment to customers, suppliers and all other persons with whom they may deal in carrying out their activities.
7.4.2. On relations with customers
Relations with customers shall always be carried out with strict respect for current laws and for the company's independence and avoiding the influence of economic or family ties or friendships on professional actions with respect to customers. For this purpose, Employees must act in accordance with the anti-corruption Policy procedures and in compliance with the international trade and economic sanctions established in the Lagardere Group's Compliance Plan. In particular, it is imperative to guarantee independence in granting and establishing special conditions for purchase or sale transations and for the procurement of goods and services in general, and in contracting with countries that may be subject to international embargos or sanctions, or any other situation that may imply a risk for BOOMERANG TV S.A.
BOOMERANG TV S.A. Employees shall treat customers' personal data with the utmost respect and protection, without prejudice to the use made of this data in the context of fulfilling BOOMERANG TV S.A. objectives and implementing its business startegy.
BOOMERANG TV S.A. guarantees its customers the right to consult and promote the modification or rectification of their data whenever necessary. In performing their professional duties, BOOMERANG TV S.A. Employees must keep this data confidential and abstain from using it inappropiately.
BOOMERANG TV S.A. shall promote this Code of Conduct among its customers when appropiate for the purposes of better implementing the principles contained herein.
7.4.3. Undertaking commercial projects with other partners
The acquisition or creation of new companies and the founding of Joint Ventures with third-party Companies shall, in any event, be carried out in accordance and compliance with the anti-corruption Policy and international trade and economic sanctions established by the Lagardere Group's Compliance Plan.
BOOMERANG TV S.A. shall establish a collaborative relationship based on trust and transparet information with its partners in order to achieve common objectives and obtain mutual benefit, and its Employees must commit to this, applying the same principles and general guidelines established in this Code of Conduct in their relations with BOOMERANG TV S.A.'s partners.
BOOMERANG TV S.A. shall promote this Code of Conduct among its partners when appropiate for the purposes of better implementing the principles contained herein.
7.4.4. On relationships with suppliers and contractors
Employees must act in accordance with the anti-corruption Policy procedures and in compliance with the international trade and economic sanctions established in the Lagardere Group's Compliance Plan. In particular, it is imperative to guarantee independence in granting and establishing special conditions for purchase or sale transations and for the procurement of goods and services in general, and in contracting with countries that may be subject to international embargos or sanctions, or any other situation that may imply a risk for BOOMERANG TV S.A.
The selection processes applied for BOOMERANG TV S.A. suppliers and contractors will be conducted fairly and objectively, avoiding conflicts between personal interests and the interests of the Company.
BOOMERANG TV S.A. guarantees its suppliers and contractors the right to consult and promote the modification or rectification of their data whenever necessary. In performing their professional duties, BOOMERANG TV S.A. Employees must keep this data confidential and abstain from using it inappropiately.
BOOMERANG TV S.A. shall promote this Code of Conduct among its suppliers and contractors when appropiate for the purposes of better implementing the principles contained herein.
7.4.5. On fair competition
BOOMERANG TV S.A. undertakes to compete honestly in the market, promoting free competition in favor of consumers and users, and undertakes to ensure compliance with legal regulations.
BOOMERANG TV S.A. Employees shall not create misleading advertising of their business activities and shall avoid all conduct that constitutes or may constitute abusive or unlawful restriction of competition.
7.4.6. On institutional relations
BOOMERANG TV S.A. undertakes to faithfully and respectfully comply with all legal obligations to which it is subject in any country or region where it may carry out its activities.
BOOMERANG TV S.A. Employees shall strictly adhere to the laws of the place where they are performing their duties, avoiding any behavior that, even without violating the law, may damage the Company's reputation before the community, the country's government or other entities, and produce adverse effects on its businesses and/or image.
No Employee shall knowingly collaborate with any third parties in violating any law or participate in activities that might undermine the respect for the principle of legality.
7.4.7. Measures against bribes and corruption
In addition to the specific obligations established in the Lagardere Group's Compliance Plan, in general, BOOMERANG TV S.A. Employees:
a) Shall not directly or indirectly make or offer any undue payment to any person at the service of any entity, public or private, political party or candidate for political office, with the intent of illicitly obtaining or maintaining business or other prerrogatives.
b) Shall not directly or indirectly pay or offer any undue payment to any person with the intent of having this person abuse their, real or apparent, influence in order to obtain any business or other advantage from any entity, public or private.
c) Shall not, directly or indirectly, make or offer any undue payment to any person knowing that all or part of the money or species will be offered or delivered, directly or indirectly, to any entity, public or private, political party or candidate for public office, with any of the purposes mentioned in the two previous sections.
7.5. Financial records
All of BOOMERANG TV S.A. operations must be clearly and accurately reflected in the Company's files and ledgers. Specifically, BOOMERANG TV S.A. Employees shall abstain from:
a. Establishing off-the-record accounts;
b. Omitting to record operations made or recording them inaccurately;
c. Recording non-existent expenditures;
d. Incorrectly identifying the object when recording expenditures in the accounting books;
e. Using false documents;
f. Deliberately destroying accounting documents before the period specified by law.
7.6. Participating in charity and cultural projects
Any donation made through one of the BOOMERANG TV S.A. Companies shall be made according to the procedures established in the anticorruption and international trade and economic sanctions Policy established in the Lagardere Group's Compliance Plan, and, in any case, they must:
a. Have the necessary internal and, given the case, external, authorizations.
b. Be granted to entities of recognized prestige and moral standing with suitable organizational structure in place to ensure the good management of their resources.
c. Be faithfully reflected in the Company's books and records, as provided for in Section 7.5.
d. Not be used as a means to conceal an improper payment or bribe.
Similarly, any BOOMERANG TV S.A. Company that makes a donation must, as far as possible, track the contribution made in order to confirm the purpose or use thereof.
7.7. Regarding the use and protection of BOOMERANG TV S.A. asset
BOOMERANG TV S.A and its Employees are responsible of the best use and protection of any goods or rights that may constitute the assets of the GROUP's companies. Employees shall commit to protecting the BOOMERANG TV S.A. resources entrusted to them and preserve them from loss, damage, theft or illegal use. Employees shall undertake not to remove or allow any third party to remove said resources, or any other goods, effects or other assets of any kind that may have beendo entrusted by virtue of their position, whether material or immaterial, movable or immovable, tangible or intangible, rights, legal documents or instruments proving ownership or rights over such assets.
When utilizing BOOMERANG TV S.A. assets, Employees shall preserve the confidentiality of information relating thereto, which may only be used in relation to the company's activites.
8.- RESPONSIBILITIES WITH RESPECT TO THE CODE OF CONDUCT
8.1. Responsibilities of all Employees
All BOOMERANG TV S.A. Employees must fulfill the following responsibilities:
- Understanding and complying with the laws, regulations, collective agreemetns and other rules that may apply to their job.
- Comply with the principles and standards described in this Code and in the Lagardere Group's Compliance Plan.
- Inform their superior of any doubt or incident that may arise with regard to the interpretation and application of this Code.
- Participate in the training activities offered by BOOMERANG TV S.A.
- Inform about any breach or infringement of the conducts described in this Code.
- Collaborate, in good faith, in any internal controls and audits that may be carried out in order to help identify and correct BOOMERANG TV S.A.'s deficiencies or weaknesses.
8.2. Additional responsibilities of those who manage peopl
People who oversee and direct the work of others have a number of additional responsibilities under this Code of Conduct:
- Leading by example. Making sure that the people under their responsibility are familiar with the requirements of this Code, understand them and have the resources necessary in order to comply with them.
- Monitor compliance with the principles of this Code on behalf of the people being supervised or managed.
- Mind the conduct of third parties that represent BOOMERANG TV S.A. in order to guarantee a behaviour that is coherent with BOOMERANG TV S.A.'s conduct.
- Enforce the BOOMERANG TV S.A. Code of Conduct.
- Help Employees with their inqueries.
- Collaborate so that those who, in good faith, express their doubts or report incidents will not suffer retaliations.
9.- LAGARDERE GROUP'S COMPLIANCE PLAN
9.1. Lagardere Group Compliance Plan
In addition to following the rules established in this Code of Conduct, BOOMERANG Employees shall also comply with the obligations and procedures established in the Lagardere Group's Anti-Corruption Policy and "International Trade & Economic Sanctions" Compliance Plan, which is applicable to all Lagardere Group Companies and was approved by the Company's Board of Directors on May 27, 2015.
9.2. Dissemination and Information
The Lagardere Group's Compliance Plan shall be promulgated through BOOMERANG's corporate intranet and other training procedures in order to guarantee that BOOMERANG's Employees are suitably familiar with said Plan.
9.3 Interpreting the Compliance Plan
In case of any discrepency that may arise between the provisions of this Code of Conduct and those of the Lagardere Group's Compliance Plan, the Compliance Plan shall prevail. Nevertheless, the measures established in the Code of Conduct shall prevail whenever these are more restrictive than those established in the Lagardere Group's Compliance Plan.
10.-DEVELOPING AND COMPLYING WITH THE CODE OF CONDUCT
10.1. CODE OF CONDUCT COMPLIANCE COMMITTEE
The Code of Conduct Compliance Committee shall be in charge of overseeing development, dissemination and monitoring of compliance with this Code. This Committee shall be made up of BOOMERANG TV S.A.'s Corporate Director, Head of Personnel and HR, and Legal Director, and it shall have full competence to process, resolve and propose any necessary disciplinary and/or corrective measures before the Board of Directors in response to any requests, incidences and/or consultations the Employees may make with regards to the interpretation and aplication of this Code of Conduct.
The Code of Conduct Compliance Committee shall regularly report to the Board of Directors on the monitoring of and compliance with these rules on behalf of Employees.
10.2. Failure to Comply with the Code of Conduct. Confidential Complaint Procedure
BOOMERANG TV shall help the Compliance Committee adopt the necessary measures in order to ensure the effective implementation of the Code of Conduct.
Any complaints with respect to this Code of Conduct shall be addressed to the Compliance Committee, verbally or in writing. The complainant's identity shall be considered confidential information, and BOOMERANG TV S.A. will not, under any circumstances, seek retaliation against the person who reported the alledgedly anomalous act, except in cases of false allegations, bad faith or abuse.
In the even that the Code of Conduct Committee determines that an Employee has carried out activities contrary to the provisions of the Code of Conduct, the Committee will propose that the Board of Directors implement the corresponding disciplinary measures as per the list of offenses and penalties outlined in the collective agreement of the respective BOOMERANG TV S.A. company, or in any labor, administrative or penal laws that may apply.
No one, regardless of their level or position, is authorized to request that an Employee commit an act contrary to the provisions established in the present Code. Likewise, no BOOMERANG TV S.A. Employee may justify improper conduct based on orders received from a superior.
Any singular exception or authorization with respect to the present Code of Conduct must be reported on by the Compliance Committee and aproved by the Board of Directors.
The Board of Directors may periodically revise the Code of Conduct.
10.4. Obligatory Nature of the Code of Conduct
Compliance with this Code of Conduct is mandatory for all BOOMERANG TV S.A. Employees. As soon as this Code has been approved by the Board of Directors, it will be made known to all BOOMERANG TV S.A. Employees.
10.5. Approval and Publication
The Code of Conduct has been approved at the meeting of the Company's Board of Directors held January 13, 2016 and it will be published on BOOMERANG TV S.A.'s corporate website. www.grupoboomerangtv.com