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Our Company's reputation is a heritage that we must safeguard.
It is our goal to provide a reasonable return to our shareholders, and to increase the value of their investment. At the same time, we must be sure to protect the business and reputation of our Company, so that the Company can and will continue to live up to the expectations of shareholders, guests, customers, Cast Members and employees. Honest and ethical behavior in all matters relating to the business of the Company contributes significantly to achieving these goals.
Conflicts of Interest
Our business is built on public trust and confidence, and the expectation of our guests and customers that they can depend on our products and services. To ensure that we deliver our very best, we require the full and undivided dedication and efforts of all of our Cast Members and employees. Moreover, every Cast Member and employee must avoid conflicts of interest or the appearance of conflicts of interest in the performance of his or her job. Conflicts of interest or the appearance of such conflicts could also damage the Company's good name.
Generally, a conflict of interest occurs when an individual's private interest or those of his or her immediate family interferes in any way - or even appears to interfere - with the interests of the Company. A conflict of interest may also arise when a Cast Member or employee, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position in the Company. Examples of conflicts of interest are set forth in the following paragraphs.
Doing Business, or Influencing Business Relationships, with Family Members and Affiliates; and Other Conflicts
The first set of rules deal with situations in which Cast Members or employees might wish to do business with either family members or companies in which they or their family has an interest. Cast Members or employees may not, without the approval of the Company, conduct business on behalf of the Company with a member of their immediate family1, or with any business organization in which they, or (to their knowledge) any member of their immediate family, has a direct or indirect financial interest.
Because similar concerns arise when the proposed transaction involves comparable family ties to an immediate supervisor, similar rules apply: A Supervisor with actual knowledge may not, without the approval of the Company, allow Supervised Cast Members or employees to conduct business on behalf of the Company with a member of the Supervisor's immediate family, or with any business organization in which the Supervisor, or (to the Supervisor's knowledge) any member of the Supervisor's immediate family, has a direct or indirect financial interest.
A somewhat different test applies if Cast Members or employees are not actually doing business themselves but are in a position to influence or affect the Company's business relationships with other business organizations. In that instance, Cast Members or employees may not, without the approval of the Company, seek to influence the Company's decision to enter into, continue, or terminate a business relationship with any business organization in which they, or any member of their immediate family, have a direct or indirect material financial interest.
Cast Members or employees in a position to influence or affect the Company's business relationships with any business organization that does business, or seeks to do business, with the Company must disclose to Corporate Management Audit any direct or indirect material financial interest that they, or any member of their immediate family, have or acquire with such business organization.
Similarly, Cast Members or employees who have knowledge that a Cast Member or employee they indirectly supervise is doing business, or intending to do business, with a member of that indirect supervisor's immediate family, or with any business organization in which they, or (to their knowledge) any member of their immediate family, have a direct or indirect financial interest, must disclose the relevant information to Corporate Management Audit.
A Cast Member or employee shall not engage in any type of self-employment or employment by another to an extent that such employment interferes in any way with the performance of the Cast Member's or employee's services to the Company. No Cast Member or employee shall compete with the Company, render services to, or have a material financial interest in, a competitor of the Company.
Any Cast Member or employee with questions about a potential conflict of interest should contact the Management Audit Department or the Guideline.
1 For purposes of this section the following definitions apply:
"Immediate family" members mean a spouse, parents, children, siblings and mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, as well as persons (other than household employees) who permanently reside in a person's home.
A "material financial interest" means any remunerated relationship or arrangement (e.g., as an agent, representative, employee, promoter, consultant or "finder") with a business organization, or any ownership interest (of stock, partnership interests, etc.) in excess of 5% in a publicly traded entity; or, in the case of a non-public entity, having a fair market value in excess of $25,000, unless such interest is demonstrably not material.
A "Supervisor" is a Cast Member or employee who directly supervises any other person. A "Supervised Cast Member or employee" is a Cast Member or employee who is supervised directly by a Supervisor.
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