Maintaining Personal and Business Integrity

Our Company is an institution of people and it is through the integrity of our people and their behavior that our reputation is made.

Insider trading

All directors, officers and employees are expected to abide by all applicable laws and regulations regarding the buying and selling of securities. In the course of your employment or service with our Company, you may become aware of material nonpublic information about our Company or one of its vendors, customers or other companies with which we may have dealings. Information is “material” if it might be useful to an investor in deciding to buy or sell securities of the company in question. Persons who have access to such information are often referred to as “insiders.”

Examples of material, nonpublic information may include, but are not limited to:

  • Projections of future financial results or other guidance that departs from market expectations based on prior disclosure.
  • Financial or operational results, especially quarterly and year-end results, that depart from market expectations based on prior disclosure.
  • A pending or proposed merger, acquisition or tender offer or an acquisition or disposition of significant assets.
  • A change in the company’s board of directors or executive management.
  • Significant events regarding the company’s securities, such as a declaration of a stock split, the offering of additional debt or equity securities, plans to redeem or repurchase securities or changes in dividend policies.
  • Severe financial liquidity problems.
  • Actual or threatened major litigation or the resolution of such litigation.
  • Major changes in accounting policies.
  • Significant developments or events concerning or affecting a company’s products, services or strategic plans, including regulatory developments, significant pricing changes, etc.

You may only discuss material nonpublic information with other employees on a limited, “need to know” basis. You must not share such information with anyone outside our Company, including family or friends, other than persons, such as outside counsel and others engaged by our Company to provide professional assistance, and then only on a “need to know” basis.

You may not trade, for yourself or for others, in securities of a company, including any Liberty Global Group company, if you are in possession of material nonpublic information about that company, and you should not share (sometimes referred to as “tipping”) such information with others (this includes family and friends). “Insider trading” and “tipping” are serious violations of law and can result in severe sanctions, including criminal penalties. Additional guidance is provided in our Insider Trading Policy.

In addition to internal disciplinary action, the consequences of noncompliance with the Insider Trading Policy may include criminal prosecution or fines for both our Company and the individual involved.

Find out more: Contact your Compliance Officer or Legal Department. The Insider Trading Policy can be found on your local intranet.

Conflicts of interest

It is very important for all directors, officers and employees to avoid any conflict between their personal interests and the interests of our Company. Generally speaking, if your business judgment could potentially be affected as a result of any relationship you have with another person or business entity, a conflict of interest situation exists. Even the appearance of a conflict of interest can undermine your integrity and ours in the minds of co-workers, customers, suppliers and other parties with whom we conduct business. A few examples of conflict of interest situations are set forth below. These examples are illustrative only as it is not possible to list every possible conflict of interest situation you may encounter.

A conflict of interest situation exists if:

  • You own, directly or indirectly (including through family members, friends or others on your behalf), a financial interest in any entity4 that engages or seeks to engage in business with our Company or any entity that is a competitor of our Company.
  • You serve as a director, officer, partner, consultant, or in a managerial or technical capacity with any entity that engages or seeks to engage in business with our Company or any entity that is a competitor of our Company.
  • You act as a broker, finder, go-between or in any other capacity for the benefit of any other person or entity in transactions involving or potentially involving our Company or any of its rights, interests or other assets.
  • You engage in any business transaction with our Company, directly or indirectly through any other person or entity.
  • You use, or allow or assist any other person to use, Company-owned property or other assets for any purpose other than the business of the Company.
  • You take for yourself personally, or direct to a third party, a business opportunity that you discover through the use of Company-owned property, information or your position with our Company.
  • You are aware, but fail to properly disclose, that a person who is your relative or friend, or any entity controlled by any such person, is engaging or seeking to engage in business dealings with our Company.
  • You compete, or take action in preparation of competing, with our Company while still employed by us.
  • You hire or supervise a family member or friend.
  • You solicit or accept money for your personal benefit in any amount from a supplier, customer or other person or entity that engages or seeks to engage in business with our Company or from any entity that is a competitor of our Company.

Bribes or kickbacks of any form are strictly prohibited, whether for your personal benefit or for the benefit of our Company or anyone else. This prohibition applies not only because bribes and kickbacks create a conflict of interest, but because they are illegal.

You are required to disclose to your Compliance Officer, in writing, each actual or apparent conflict of interest situation in which you are directly or indirectly involved. You need to make the disclosure as soon as you become aware of facts or circumstances giving rise to the actual or apparent conflict of interest. A conflict of interest (other than a bribe or kickback) does not necessarily constitute a breach of the Code so long as it is properly disclosed to and approved by your Compliance Officer and each conflicted person has complied with all protective measures adopted by the Company to address the conflict situation.5

However, failure to properly disclose a conflict of interest or comply with such protective measures will result in a breach of the Code. If you have any question regarding whether a situation or circumstance constitutes an actual or potential conflict of interest, consult your Compliance Officer or Legal Department or the Liberty Global Group Chief Audit & Compliance Officer or a member of the Liberty Global Group Legal Department.

Find out more: Contact your Compliance Officer or Legal Department.

4 This does not include a financial interest in a publicly traded company if your interest involves less than 1% of the total issued and outstanding shares of such publicly held company, unless such holding constitutes a significant portion of your wealth.

5 If the situation in question would be required to be publicly disclosed by Liberty Global plc under U.S. securities laws, then only the appropriate committee of the Board of Directors of Liberty Global plc may approve the transaction. Such approval must be obtained before the transaction is entered into. U.S. securities laws require public disclosure of any transaction over a specified dollar amount involving a company in the Liberty Global Group if a director or executive officer of Liberty Global plc, a nominee for director, a record or beneficial owner of more than 5% of any class of Liberty Global plc's voting securities or the immediate family of any of the foregoing persons has a material interest in the transaction.

Gifts and entertainment - general

Gifts and entertainment are often appropriate business courtesies, but they may create conflicts of interest if they influence or appear to influence business decisions. You and your family members should never accept a gift or entertainment from or on behalf of someone with whom we have an existing or potential business relationship if doing so would make it difficult, or appear to make it difficult, for you to make an unbiased business decision or to properly perform your duties. Similarly, you should never give a gift or entertainment with the intention of influencing a business decision or with the expectation of receiving anything of value in return, or with the intention of inducing the ultimate recipient to improperly perform their duties.

As a general rule, we discourage directors, officers and employees from offering or accepting (or allowing their family members to accept) gifts or entertainment from or on behalf of anyone with whom we are doing or seeking to do business, unless the gift or entertainment:

  • Is modest in value;
  • Does not consist of cash or cash equivalents (e.g. gift certificates);
  • Is given or received in the normal course of business (which does not include giving gifts or entertainment to public officials); and
  • Does not exceed commonly accepted business practices and norms.

Gifts and entertainment that do not meet these guidelines may not be offered or accepted without the prior approval of your supervisor and legal department. Depending on the circumstances, including the amount and parties involved and your position with our Company, prior approval from your General Counsel or the General Counsel of the Liberty Global Group may also be required. No gifts or entertainment may be given or accepted unless doing so is consistent with applicable laws, rules and regulations, with Company policies applicable to your business unit or division and with policies to which the other person is subject. In no event should you put our Company or yourself in a position that would be embarrassing if the gift or entertainment was publicly disclosed.

Find out more: Contact your Compliance Officer or Legal Department. Review the policies and procedures on your local intranet.

Gifts and entertainment - public officials

As described in the section on anti-corruption laws, numerous laws and regulations prohibit even modest gifts given to public officials. For these purposes, the definition of “public official” is extremely broad and includes all officials, employees, agents and representatives of any governmental department, agency or branch (including advisors to such agencies and branches), directors, officers and employees of State-owned or controlled companies (including their consultants, advisors, agents and other representatives), political parties, party officials and candidates for office, and officials and employees of public international organizations such as the European Union or the United Nations (including their consultants, advisors, agents and other representatives).

In addition, the term “gift” is broadly defined to include, in addition to cash or presents, virtually anything that would have value to the recipient, such as free or discounted equipment or services, travel or entertainment, or the use of personal property such as a car or vacation home. Because of the breadth and complexity of applicable anti-corruption laws, no gift of any kind (including entertainment) may be given to any public official without the prior written approval of your General Counsel or the General Counsel of the Liberty Global Group. Such approval will not be given unless the subject gift may be made in full compliance with all applicable laws and all other provisions of the Company’s Anti-Corruption Policy.

Find out more: Contact your Compliance Officer or Legal Department. The Anti-Corruption Policy can be found on your local intranet.

Political contributions

Company policy prohibits contributions to political parties, political party officials and candidates for office unless the contribution has been approved in advance by your General Counsel or by the General Counsel of the Liberty Global Group.

These restrictions do not prohibit Company employees, officers or directors from voluntarily making personal contributions or participating in the political process. However, this must be done on your own time and at your own expense. You should be clear that you are not representing our Company when you engage in these activities. We will not compensate or reimburse any directors, officers or employees for any political contributions.

Find out more: Contact your Compliance Officer or Legal Department. The Anti-Corruption Policy can be found on your local intranet.