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“Inside” information – Any information about a company, its customers, suppliers
or other companies that an employee knows – by virtue of being an employee of the
company – that is not known by the public. Such information is material if it would
likely be considered important in deciding to buy, sell or hold stock in a company.
“Material inside information” can include information about new products and
services, pricing, budgets, earnings announcements, proposed mergers and
acquisitions, anticipated layoffs, etc.
Insider trading – Using material, non-public (i.e., “inside”) information – or tipping
someone else to use it – to buy or sell stock in a company.
Intellectual property – Intangible property that has commercial value and is the
result of creative effort including copyrighted property (such as literary or artistic
works), patents, trademarks, business methods or industrial processes.
Legal hold – When a company is – or may be – involved in a legal proceeding, the
law requires that it save information relevant to the case; a legal hold is a notice that
advises you not to destroy certain records. It generally includes special recordkeeping
instructions and requests for specific documents and audits.
Material ﬁnancial interest – Any paid relationship or arrangement (for example, as
agent, representative, employee, promoter, consultant or “finder“) with a business
organization or any ownership interest (of stock, partnership interests, etc.) in excess
of 5 percent in a publicly traded entity or, in the case of a non-public entity, having a
fair market value in excess of US$25,000.
“Ordinary course of business” test – A series of questions you can ask yourself
to inform decision-making about accepting a gift: (1) Would the gift be considered
customary given your job duties, job title and seniority? (2) If the gift was reported
in the media, would others think favorably of you? Of our Company? (3) Will the
gift complement or enhance a business relationship? (4) For offers of hospitality or
entertainment, is the person extending the offer going with you?
Proprietary information – Information that a company owns that represents the work
it does. It includes software programs, trade secrets, engineering drawings,
copyrights, ideas, techniques, inventions, product specifications, research, marketing
data – all of the information that makes our Company unique. All proprietary
information is considered confidential information.
U.K. Bribery Act – A law that makes it illegal for anyone (public, quasi-public or
private) working for a company in the U.K., or a company that does business or is
registered in the U.K., to give or receive a financial or other advantage to induce or
reward someone for doing – or to do – an improper act in exchange for a business
“Anything of value” – Money or other “things” (e.g., services, transportation,
hospitality, donations, contributions, etc.) that have value.
Company assets – Anything owned by the Company, including physical property
(such as buildings, equipment and furniture), technology (such as computer hardware,
software and information systems), financial assets (such as cash, bank accounts and
credit standing) and information assets (such as customer lists, financial information
and intellectual property).
Conﬁdential information – Information a company has or acquires that is kept
private and not made available to the public. It includes personal information about its
employees, any information that isn’t readily available from a public source or specific
information that is shared between parties in confidence.
Conﬂict of interest – A conflict of interest exists when an employee or a member of
his/her family is involved in an activity that affects (or appears to affect) his/her
objectivity as an employee of the company. Personal relationships, outside
employment opportunities and investments an employee makes can all pose potential
conflicts of interest.
Due diligence – Taking the necessary actions required to know who a person or a
company is doing business with; knowing why, when and to whom they are releasing
funds, and being in a position to feel confident that business relationships are
transparent and ethical.
Financial interest – Any paid relationship or arrangement (for example, as agent,
representative, employee, promoter, consultant or “finder“) with a business or any
ownership interest (of stock, partnership interest, etc.).
Foreign Corrupt Practices Act (FCPA) – A law that prohibits the bribery of non-
United States government officials (including employees), and which requires certain
accounting and recordkeeping practices for companies.
“Good faith” – Honestly believing in what you’re doing. For example, making a report
to The Guideline “in good faith” means that you honestly believe that there’s a
violation of our Standards or Company policies and that you’re not deliberately
making a false report.
Immediate family – A spouse, parent, child, sibling and mother- or father-in-law, son-
or daughter-in-law, brother- or sister-in-law, as well as people (other than household
employees) who permanently reside in a person’s home.
The Walt Disney Company
Standards of Business Conduct