Compliance

Code of Conduct

I. INTRODUCTION

Imagina US (the “Company”) expects its directors, officers, employees, agents, affiliates, independent contractors, as well as anyone else acting on its behalf (“employees and or representatives”), to conduct business in accordance with the letter and spirit of relevant laws and to conduct themselves in accordance with the highest degree of ethical behavior.

The policies contained in this Code of Conduct constitute the required standards of conduct and practices that we expect all employees and or representatives to abide by in the course of their activities carried out on behalf of the Company.

All employees and or representatives will receive, and be expected to abide by, the Company’s General Corporate Policies (which are applicable to all employees and or representatives) as well as the Company’s Controls and Procedures Manual(s) for their respective area(s) of activity.

This Code of Conduct fully incorporates the Company’s General Corporate Policies as well as the Company’s Controls and Procedures Manual(s) as if they were part of this document.

II. COMPLIANCE WITH THE CODE OF CONDUCT

Deviation from or disregard for the policies (and procedures) contained in this Code of Conduct, will be grounds for appropriate management disciplinary action, up to and including termination of employment or engagement with the Company. An employee or representative’s adherence to and or deviation from this Code of Conduct will constitute an important element in the evaluation of the employee and or representative for positions, assignments, promotions, and demotions.

The Company’s Compliance Officer maintains an open-door policy to enable employees and or representatives to ask questions regarding this Code of Conduct (including the Company’s General Corporate Policies and the Company’s Controls and Procedures Manual(s)), as well as to seek guidance in adhering to this Code of Conduct, and to express concerns regarding compliance with this Code of Conduct.

III. VIOLATIONS OF THE CODE OF CONDUCT

Violations of this Code of Conduct, are grounds for discharge or other disciplinary action, adapted to the circumstances of the particular violation and having as a primary objective furtherance of the Company’s interest in preventing violations and making clear that violations are neither tolerated nor condoned.
Disciplinary action will be taken, not only against individuals who authorize or participate directly in a violation of the Code of Conduct as well as the Company’s General Corporate Policies, but also against:

  • any employee and or representative who may have deliberately failed to report a violation of the Code of Conduct;
  • any employee and or representative who fails to comply with Company directives (e.g. not cooperating with an internal investigation);
  • any employee and or representative who may have deliberately withheld relevant and material information concerning a violation of this Code of Conduct; and
  • the violator’s managerial superiors, to the extent that the circumstances of the violation reflect inadequate leadership and lack of diligence.

Where an employee and or representative is accused of violating any local, state or federal law, and the employee and or representative has relied in good faith on the advice of Company legal counsel after full disclosure of the material facts, no disciplinary action may be taken against the employee and or representative under this Code of Conduct; and the Company may, within the limits permitted by law, assist in the employee’s and or representative’s defense.

IV. REPORTING VIOLATIONS OF THE CODE OF CONDUCT

The Company has established and maintains a Whistleblower Policy, as described in Section II (Whistleblower Policy) of the Company’s General Corporate Policies, which will inform employees of the policies and procedures for the proper reporting of any activity that they consider to be illegal, dishonest, a violation of the Company’s Code of Conduct, or a concern of any kind. Employees and or representatives of the Company have the option of reporting directly to designated management any activity or issue considered to be illegal, dishonest, a violation of the Company’s Code of Conduct, or a concern of any kind.

As part of the Whistleblower Policy, the Company has established a Whistleblower Hotline. Such Hotline may be used anonymously, to report any activity or issue considered to be illegal, dishonest, a violation of the Company’s Code of Conduct, or a concern of any kind. The Company’s Whistleblower Hotline can be accessed as follows:

Telephone: 1 -855-295-3422

URL: www.imaginaus.ethicspoint.com

The Company’s Management and Imagina Media Audiovisual, S.L.’s (the Mediapro Group) Compliance Committee are responsible for ensuring that all reported activities or issues considered to be illegal, dishonest, a violation of the Company’s Code of Conduct, or a concern of any kind are investigated and resolved.

The Company will in no way retaliate against any employee and or representative who uses the Whistleblower Program to report any activity or issue considered, in good faith, to be illegal, dishonest, a violation of the Company’s Code of Conduct, or a concern of any kind.

Nor will the Company retaliate against any employee and or representative for reporting, raising a concern or violation, and or cooperating in an investigation. Any employee or representative, who retaliates against another who has reported a violation, shall be subject to disciplinary action.

V. SET TONE AT THE TOP

Members of the Company’s management are responsible for supporting the implementation of this Code of Conduct and monitoring complete and consistent compliance with its requirements.

Members of the Company’s management has the added responsibility for demonstrating, through their actions, the importance of this Code of Conduct. In all Company activities, ethical behavior does not simply happen; it is the product of clear and direct communication of behavioral expectations, modeled from the top and demonstrated by example. Again, ultimately, our actions are what matters.

To make this Code of Conduct work, each member of the Company’s management must be responsible for promptly addressing ethical questions or concerns raised by employees and for taking the appropriate steps to deal with such issues. At Imagina US, we want to encourage the ethics dialogue as a form of business communication to become a natural part of daily work.

In the event of any question regarding the interpretation or application of the Code of Conduct, the employee and or representative of the Company should seek guidance from the Company’s Compliance Officer, Vice President of Human Resources, General Counsel or an email should be sent to compliance@imaginaus.com. If any members of the Company’s management, other than the Company’s Compliance Officer, Vice President of Human Resources, or General Counsel, receives a question regarding the interpretation or application of the Code of Conduct, such question should be redirected to any one of the three aforementioned members of management.

Imagina US Press Release (click here)