UNANIMOUS WRITTEN CONSENT
INLIEUOFTHEFIRSTl^EETING
OFTHE
BOARDOFDIRECTORS
OF
SCREEN CEMSDISTRIBUTION,INC.
The undersigneds being all ofthe directors of Screen Gen s Distribution, Inc.,aDelaware
corporation the ^^Corporation"), hereby t^anin^ously consent to and take the following actions
withoutan^eeting pt suant to Section 141of the General Corporation Law of the State of
Delaware, and hereby direct that this written consent be placed with the minutes of the
proceedings ofthe Board ofDirectors ofthe Corporation:
WHEREAS,the Certificate ofhtcorporation for the Corporation has been issued by the Secretary of State ofDelawareonJune 19, 007^
NOW,T^HEREFORE, BE ITRESOLVED that the following actions are hereby consented to and adopted:
L Incorporation.
RESOLVED, that all actions heretofore taken on behalf of the Corporation by the Incorporator are hereby ratified and affim^ed^
FURTHER RESOLVED, thatacertified copy of the Certificateofh^corporation be inserted by the Secretary of the Corporation in the corporate n inute book and kept at the principal office for the transaction ofbusiness ofthe Corporation.
^^or^lgl^^^^o^^^^ir^o^.d^l
2. Bylaws.
RESOLVED,that the ByLaws, in the form presented to the directors for approval, are hereby adopted as the By Laws of the Corporations
FURTHER RESOLVED, d at the ByLaws be authenticated as such byaCertificate of the Secretary of the Corporation and inserted as so certified in the corporate n inute book, and thatacopy of said ByLawssin^ilarly certified be kept at the principal office for the transaction ofbusiness ofthe Corporation.
^. Fomt of Share Certificate.
RESOLVED, that the fom^ of share certificate attachedhereto as E^ ib i tA i s hereby adopted as the form of certificate for the comn^on shares of the Corporation, and no certificate for shares shall be issued unless properly authorised and executed in accordance with the Certificate oflncorporation and the ByLaws of the Corporation.
4 Seal
RESOLVED, that the form of seal for the Corporation impressed on this page is hereby adopted as the corporate seal of the Corporation:
^. Receipt of Capital.
RESOLVED, that the subscription for one hLtndred (100) shares of Condon Stock, withoutparvalue,oftheCorporationbyCOLU^IAPICTURES INDUSTRIES, INC, attached hereto is accepted, and the amotmt in full value of the consideration recited therein is hereby approved. The Corporation having received the consideration recited, the officers of the Corporation are hereby authorised and directed to sell and issue to COLUMBIA PICTURES INDUSTRIES,INC.,acertificate for the shares therein subscribed.
FURTHER RESOLVED, that upon the issuance of the certificate in accordance with these resolutions and receipt of payment therefor, the shares for which payment is received shall be validly issued, fully paid and non assessable shares of the Corporation.
^^or^lgl^^^d^^^dir^^^.d^l
^. Transfer A^ent.
RESOLVED, that in accordance with the applicable provisions of the By-Laws of the Corporation, the Corporation shall have no agent for transfer of its shares. Instead, the Secretary of the Corporation shall perform all functions on behalf of the Corporation in connection with the transfer of shares.
7. Fiscal^ear.
RESOLVED, thatthefiscalyearoftheCorporationshall end on ^arch^l of each year
8 Election ofDirectors.
RESOLVED, that in accordance with Sections.2 of the By-Laws of the Corporation, the authorised number of directors of the Corporation shall be three until changed by resolution of the shareholders or the Board ofDirectors from time to time.
9. Election of Officers.
RESOLVED, that the following persons are hereby elected to serve in the capacities set forth opposite their respective names until the next annual meeting ofthis Board ofDirectors or until their respective successors have been duly elected and qualified:
President Executive Vice President, General Counsel and Secretary Executive Vice President and ChiefFinancial Officer Executive Vice President, Litigation, and Assistant Secretary Executive Vice President, Legal Affairs, and Assistant Secretary Senior Vice President andTreasLtrer Assistant Secretary Assistant Secretary Assistant Secretary Assistant Secretary Assistant Secretary AssistantTreasurer
Clint Culpepper Leah Weil DavidCHendler Leonardo.Venger Dennis R.Nollette Simon R.Baker Sharon A. Borak DinaWiggins l^ichaelJ.Na^itto Larry Stephens Timothy Boehm Gregory S.l^anson
or lgl in doc dirco .d l
10. Principal Of^ce.
RESOLVED, that10202 West Washington Boulevard, City of CulverCity, County of Los Angeles, State of California is hereby designated and fixed as the principal office for the tr^saction ofbusiness of the Corporation.
11. Bar^ and Depositories.
RESOLVED,that any two persons then holding the officeofVice President or above with primary responsibility in the financing area, the ChiefFinancial Officer, Treasurer, Controller, AssistantTreasurer, or Assistant Controller of the Corporation are hereby authorised and empowered to perform jointly the following acts for, in the name of, and on behalf of, the Corporation:
(a) Toopenorclose(asthecasemaybe)bankaccoLtnts with such titles as they deem proper for, in the name of, and on behalf of the Corporation, and to make arrangements for the administration of such bar^ accounts.
(b) Tosign and deliver, or to designate from time to time the person or persons who shall ha^e authority to sign and deliver checks, drafts, notes, acceptances and od er instruments, directions and other orders for the payment, withdrawal,transfer (including,without limitation, by wire or other electronic means)or other disposition of monies, credits,items and property at any time held in any of the respective bank accotmts maintained by the Corporation, which checks, drafts, notes, acceptances and other instruments, directions and other orders may bear the manual signatt e, or the facsimile or mechanical signature, of such officers or those so designated and in the case of any directions or other orders may also be made by telephone by such officers or those so designated.
(c) Tocancel any designation made pursuant to this resolution.
FURTHER RESOLVED that the foregoing resolution and the authority thereby conferred shall remain in full force and effect until written notice ofrcYocation or modification shall be received by the banking institution in which such bank account or accottnts are held^ that the Secretary,AssistantSecretary,AssistantTreasttrer or any executive officer of the Corporation is hereby authorised and directed to certify to any such banking institution the foregoing resolution, the names of the officers and their respective designees, any changes from time to time in said officers or designees and specimens of their respective signatt es and that any such banking institution may conclusively assume that d e persons at any time so certified to it continue as such until receipt by such banking institution of written notice to the contrary.
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12. Adoption of Sony Group Code of Conduct.
WHEREAS,the Company deems it is in the best interests of the Companyto adopt and implement the Sony Group Code of Conduct in the form attached hereto as Exhibit B, which sets forth the expectations of the Company as to the business conduct of its employees'
NOW,THEREFORE, BE ITRESOLVED,thattheCodeofBusiness Conduct in the form attached hereto as ExhibitBis hereby adopted as the Code ofBusiness Conduct of the Company,settingforththebasicintemal standards that govern, and must be followed by,all directors, officers and employees of the Company.
1 . Corporate Filings.
RESOLVED,thatd^eof^cers of the Corporation are hereby authorised and directed to prepare, or cause to be prepared, and file, or cause to be filed, such documents, statements and applications as may be necessary or appropriate to complete the incorporation and con^ence the business of the Corporation.
14. General Authorisation
RESOLVED, that the officers of the Corporation are hereby authorised to prepare, execute, deliver and file, as appropriate, any and all documents, in such form as the officer or officers executing, delivering or filing the same shall approve, the execution, delivering or filing by such of^cer or officers to be conclusive evidence of such approval, and to take all such ft:trther action as such officer or officers considers necessary or desirable, to carry out the pttrposes and intent of the foregoing resolutions.
This Unanimous Written Consent may be executed in any number of counterparts and by
different persons in separate counterparts, with the same effect as if all parties had signed the
same documents. All such cotmterparts shall be deemed to be an original, shall be construed
together and shall constitute one and the same instrument.
^^o l l in^do^^^d^^c .d l
IN WITNESS WHEREOF,the undersigned have executed this written consent as of the
19th dayofJune 2007
Leah Weil, Director
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^ ^ ^ ^ B ^ ^ ^ ^ ^
Exhibit B
Sony Pictures Entertainment
CODE OF BUSINESS CONDUCT
^^j^^^^^C^o^^^^^
I. Compliance with Laws and Company Policies 1
^ Relationship with Stakeholders ^
^. Appreciating Diversity B. ^ ^
4. Avoiding Structt:tral Conflicts ofhiterest^SotmdBusmess
Judgment B ^ ^. Communication of Concerns andAlleged Violations ^
^. Employment Practices . ^ ^
7. Product and Service Safety ^
8. Environmental Conservation 4
9. Antitrust Compliance ^ ^
10. Advertising.... ^ ^
II. Public Disclosure. ^
12. Personal Information ..B ^
13. Intellectual Property ^ 7
14. Confidential and Proprietary Information . 8
1 . Fair Procurement 9
1 . Gifts and Entertainment .........9
17. Recording and Reporting of Information^aintaining Records
and Files.
18. Insider Trading
19. Personal Conflicts oflnterest 1
20. CorporateAssets 14
21. ^edia Relations and Public Statements.... 1
Introduction
ThisCodeofBusinessConductsets forththebasicintemal standards to be observed by all
directors, officers and employees of Sony Pictures Entertainment (^^SonyPictures^^or^ the
Company ) For purposes ofthis Code ofBusiness Conduct, (l)^^SonyPictures^^n^eans (a)
Sony Pictures Entertainment Inc. and (b)any company more than of whose outstanding
sectirities or interests withvotmg rights is owned directly or mdirectlyby Sony Pictures
Entertainment Inc and (^)^^SonyGroup^^ means (a) Sony Corporation (^^Sony^^)^(b)^^^
company more than ^0^ of whose outstanding securities or mterestswith votmg rights is
owned directly or indhectly by Sony Corporations and (c) such other companies as will from
time to timebe determined by the Board ofDhectors of Sony Corporation tobemcluded^
I Comn^^ancew^thlLawsandComnanvRuie^andl^ol^c^^^
Sony Pictures is conm itted to complying with all applicable laws, rules and regulations of the
countriesandregionsinwhich it operates and to conducting itsbusmessactivitiesman honest
and ethical manner.^ou are expected to comply with all applicahlelaws, rules and regulations
as well as all internal Sony Pictures rules and policies relatmg to your busmessactivities.lt is
your responsibility to know and understand the legal, regulatory and internal policies and
requirements that apply to your ob. If you are unsure about the application of such policies
or have any others questions, you should seek assistance from your manager or your Human
Resources representative. If you have any questions about the legal requirements that apply
to your ob or how to comply with applicable law, contact the Company^s Legal Department.
Reiat^onsh^Qw^thSta^eho^de^
It is the core responsibility of the Sony Group to pursue its corporate value enhancement
through innovation and sound business practice. Sony Pictures recognises that its business
activities have direct and indirect impact on the societies in which it operates. Consequently,
sound business practice requires that in making business decisions you give due consideration
to the mterests of Sony Pictures^ ^ stakeholders ^ includmg shareholders, customers,
employees, suppliers, business partners, local conununities and other organisations.
Business decisions should be made with the purpose of enhancmg Sony Pictures^corporate
value and the reputation of Sony Pictures and its affiliates.
^P^CodcofBu^i^^^Cc^duct ^arcl^^l,200^
A^^rec^at^n^D^ver^^tv
SonyPictures conducts itsbusinessinadiverseandglobal environment, ^ou are expected
to give careful consideration to cultural and regional differencesmperformingyour^ob duties.
4. Avo^dm^ Structural Confl icts oflnterest^ Sound Bus^ne^s l^d^ment
In making business decisions, you must act on an informed basis, in good faith, with due care
and with the honest belief that each decision you make and each action you take is in the best
interest of the Company. In conducting your business activities, it is critical that you avoid any
conflict of interest andBor the appearance of any impropriety. It is also critical that you act
within the individual authority levels given to you by the Company, managers must exercise
appropriate caution in structuring organisations to avoid structt^al conflicts.
Communicat ion of Concerns and Al iened V^o^at^ons
SonyPictLtres encourages all personnel to voice concerns promptly if they haveagood faith
belief thatapolicy. Company operation or practice is or will likely be In violation of any law
or regulation.^u are also encouraged to voice your concern promptlyif you know or in good
faith believe that there has beenaviolation of law or any Company rule or policy including,
without limitation, this Code of Business Conduct.To facilitate conuntmication and adequate
handling of such concerns, Sony Pictt:tres will establish and maintain a hotline system
independent of ordinary reporting structt^es. Information received through the hotlme will
be forwarded to senior persormel at Sony Pictures and its parent companies, Sony Corporation
of America and Sony Corporation Please be assured that Company policy prohibits any
retaliation against an employee for makingagood faith report ofaviolation of the law or of
the Company^s policies on behalf of himself^erself or on behalf of another employee,
provided the reporting employee has not been involved in the violation.Where applicable, the
Company will endeavor to protect the anonymity of the reportmg employee as far as
practicable.
SP^CodcofBu^itt^^^Co^dt^ct l^arch^4 2C0^
Em^^ovmentl^ract^ce^
Sony Pictures is committed to treating all employees in a manner consistent with all
applicable laws and regulations of the countries and regions in which it operates The
Company^semploymentpoliciesandbenef^tsapplicableto you generally are set forth in more
detail intheCompany^slocalpoliciesgenerally availablethroughtheCompan^^sHuman
Resotu:ces Department. In this Code of Busmess Conduct we summarise some provisions of
thekeypolicies.
A. Ecual Opportunity Sony Pictures complies with all local, state, and federal equal
employment opportunity and affirmative action laws and regulations. It is the policy of Sony
Pictures to recruit, hire, and advance qualified people based on ^ob related standards,
education, traming and related work experience and to offer you equal opporttmities
regardless of your race, color, religion, gender, national origin, citizenships age, physical or
mentaldisability, status asadisabled veteran or veteran of the Vietnam War (m the U.S.only),
status in the U.S. uniformed services (U.S. only), sexual orientation, marital status, or status
under any other legally protected group.
B. NolnvoluntarvLabor^Child Labor SonyPictures will notuse any form of forced or
involuntary labor. Except in the case of child performers rendering services in connection with
aproduction, Sony Pictures will not use ^^child^^labor.The term ^ child ^ refers toaperson
younger than 1 years old(orl4 years old wherealocal law provides foralowerage) or the
local legal mmimum age for labor, if it is higher. Sony Pictures will adhere to all laws and or
tmion agreements regarding the hiring of child performers.
C. NoHarassment Harassment intheworkplacebased onrace, religion, color, national
origin, age, sex, disability or any other factor protected by law is strictly prohibited. Conduct
that is prohibited mcludes, without limitation, unwelcomesexual advances or conm: ents,
racial or religious slt^s,insensitiye^okes told in person, by letter or email or other conduct
that createsahostile work envhonment.
D. Workpiace Safety Safety in the work place isaprimary concern to Sony Pictures. In
order to protect the health and safety of all employees, Sony Pictures has adopted traming and
safety programs, ^ou are expected to comply with all applicable health and safety laws and
SP^Cod ofBu it ^ ^Cot t ct l^arch^l,200^
regulations as well as Companypoliciesregardmg workplace safety.
EDru^Free Workplace oumaynotpossess, or beundertheinfluenceof, illegal drugs while
at work.^ou may also not come to work when you are impaired by legal drugs, including
alcohoL These rules apply with equal force when you are conducting Sony Pictures business
outside the workplace.
FPersonalComouters^email and voice mailAll Sony Pictures work thatrequirestheuseofa
computer must be performed on Company owned computers^ou may not install software
onto Company owned computers without the prior approval of the Information Technology
Department Company networks are to be used for business purposes^ou may not access,
download or forward pornographic or harassing material on your Company owned computer
or by any other means on Company property, ^ou may not use the Company^snetwork in any
way that is inconsistent with the Company^s conur^itmentto equal opportunity and or
prohibition of unlawful harassment and discrimination.^ou may not upload or download
intellectual property except from authori: ed legal sites To the extent permitted under loca^
law, the Company will have access to your computer, and may access your memos, emails or
other documents, data and ^les kept on computers or other network terminals. Except to the
extentrequh^edtmder local law, you should have no expectation ofprivacy concerning emails,
voice mails or other conununications created at, received from, stored on or sent from any
Company network and/or equipment.
7. I^roduct and Service Safety
The safety of customers using Sony s products and services is of utmost concern to Sony
Group, h all phases of its operations, including R^D, planning, design, production, sales
and after sales service, Sony Group will continually develop and implement programs that
meet or exceed legal requhements to help ensure the safety of its products and services
Sony Group is committed to giving safety instruction and information to customers that is
accurate, understandable and prominently displayed. Should an accident or safety problem
be reportedmconnection with Sony Group s products or services, Sony Group willpromptly
investigate the matter and take appropriate action.
SP^Cod^DfBu in^ ^Conduct ^arcb^L^nO^
Environmental Conservation
It is the policy of the Sony Group to continually seek to minimise the envhonmental impact of
its products, services and operations. To carry this policy out, the SonyGroup will endeavorto
evaluate and, as appropriate, implement programs that meet or exceed legal requh ements, and
toconsiderenvironmentalimpactwhenevaluatingoperations.^ou are expected to follow all
Company programs relating to conservation and the envhonment.
Antitrust Como^^ance
It is Sony Pictt:tres policy to comply with all applicable antitrust, competition and fair trade
lawsand regulations of eachcountry and regionwhere SonyPictures conductsbusiness.
Antitrust laws are complex and there are severe penalties for violations. Some countries or
regionshaveantitrust orcompetition laws that assert extraterritorial jurisdiction over certain
activities whichtake place outside the^urisdiction. While this Code of Business Conduct
highlights some of the more significant and general feattn:es of antitrust, competition and fair
trade laws, it is not a substitute for the advice and guidance of the Company^s Legal
Department. Discuss with yot^ manager whether any aspect of your ob could require
compliance with antitrust laws. If so, you must familiari:^eyourself and comply with all
applicable competition laws, policies and treaties, as well as any decrees orders and
tmdertakings affecting theCompany. If youhaveany doubt as to whether aproposed
transactionor agreement has an antitrust or other legal implication, you shouldpromptly
discuss the matter with the Company s Legal Department. Should you become aware of any
actual or potential violation of antitrust law,please discuss the matter immediately with the
Company s General CounseL
Antitrust laws and regulations are generally designed to prohibit agreements or undertakings
that fix prices, divide markets, limit production or otherwise impede or destroy market forces.
^oumaynotcorrm:^unicatewithcompetitorsonthesub^ectof prices,marketing strategies,
market shares, sale policies or sales territories, ^ou must avoid any contacts with competitors
that could create the appearanceof improper agreements or understandings, whether the
contact is in person, in writing, by telephone, through email or through other means of
electronic communication. If you receiveacommunicationfromacompetitor that touches on
acompetitively sensitive area, please forward the conm tmication to the Legal Department so
SPE Code of Business Conduct March 31,2004
that the Company mayproperlyrespond.
I ^ Advert^sm^
It is the policy of Sony Pictures not to be engagedmfalse or misleadingadvertising or
advertising that slanders others. Advertising for Sony Picttn es products, such as otu films
and television shows, must be truthful, and must not be misleading. Endorsements from critics
or others must be documented, and must reflect the sot ce s views and affiliations accurately.
11 I^ubi^cD^sciosure
Sony is owned by the public and its shares are listed for trading on exchangesmJapan, the
U.S. and some other countries. Asaresult,the Sony Group is obliged to make various
disclostn^estodiepublicinaccordancewith applicablesecuritieslaws and regulations in those
countries.
The Sony Group is conm itted to full compliance with all requirements applicable to its public
disclosures. The Sony Group has in place disclosure controls and procedures to ensure that
its public disclosures are timely, compliant and otherwise full, fair, accurate and
tmderstandable. AllSonyPicturesemployees whoareresponsibleforthepreparationof
information used for or in connection with, subntissions to and clings with theTokyo Stock
Exchange, the U.S. Securities and Exchange Con^ission and other regulatory entities, or for
other public conmiunication made for the Sony Group or who provide information as part of
that process, must ensure that such disclosures and information are full, fair, accurate, timely
and understandable, and in compliance with the disclosure controls and procedures.
I ^ I^ersonal Information
Thecollection,retentionanddissemmationofpersonal data isahighly regulated area. Sony
respects the privacy of individuals and accordingly, has developed policies and internal rules
regarding the proper handling of personal information. It is imperative that you abide by all
applicable privacy and data protection laws, regulations and treaties as well as internal Sony
Pictt:u es and Sony Group policies and rules relating to collecting, maintaining, using,
disclosing, disposmg of and otherwise handling personal informationmyotn^ possession or
SPE Code of Business Conduct March 31,2004
underyourcontroL^ou may not acquire, use or disclose personal informationmways that are
inconsistent with the Company s privacy policies and, if in the course of the performance of
your ob duties, you have access to personal mformation, you must use that mformation only
for authorised business purposes. Sony Pictures personnel who handle personal information
shall, atammimtm^, follow the Sony Global Basic Principles on Personal Information. If
you have any questions about the appropriate handling of personal information, please contact
the Company^sLegal Department.
I ^ Intellectuall^ro^erty
T^eterm^^intellectualproperty^^ refers to thmgs such as patents, designs, trademarks, and
copyrights andmay include informationthatisproprietary. Intellectualproperty is the
Company s core asset. Sony Pictt^es is conm itted to protecting its intellectual property r i^^^
^ou should take all necessary steps to preserve the Company s intellectual propertyrights and
workto help fightpiracyofourproducts,mcludingreportmganyphacyof which you become
aware to yot^ manager or the Company^sLegal Department.
In addition tovigorously defending the Company^sownrights,you may not knowingly
misuse the mtellectual property of others or violate their mtellectualpropertyrights.lt is Sony
Pictures^ policy to comply with all applicable laws pertaining to copyrighted works, including
music,movies,softwareandother literary andartistic works. Copyright lawgenerally
prohibitsanyonefromcopying,distributmg,modifying,publiclyperformingor publicly
displaymg copyrighted materials without d:ie permission of the copyright owner.
Accordingly, you must not use Sony Pictt^es computers, networks, storage mediae or other
property to make, store, download, transmit or make available copies of copyrighted material
withoutproper authorisation. TheCompany reserves therighttomonitoritscomputer
systems, networks, storage media and other property for compliance with this policy, and to
take appropriate action, including deletion of any unauthorised copies of copyrighted
materials, and or disciplinary action.
It is the Company^s policy not to accept or review unsolicited materials or ideas not covered
by issued patents or published patent applications. If a package obviously contains unsolicitedmaterial,whetheraproductidea,recording,ascript or otherwise, it should not be
^PECodeofBusinessConduct Marcb31,2004
opened. It should be forwarded promptly to the Legal Department. In the event you have
opened the package, please make no markings or conm ents directly on the contents, and do
not make any copies.
It is Sony Pictures^ policy that, to the e:xtent permitted by applicable law, and with certain
approved exceptions, all intellectual property created by employees during their employment
belongs to the Company.
C^o^^^e^^^^^^^^^^o^^^^^^i^^t^^^^^^^^n
Information isavaluable corporate asset Sony Pictures safeguards its own con^dential and
proprietary information as well as the information that suppliers, business partners or
customers entrust to Sony Pictures. Generally speaking, confidential and proprietary
information is information that has not been disclosed to the general public, information d at
givesabusiness an advantage over its competitors or information d at could harmabusinessif
released prematurely or inappropriately.
Common examples ofconfidential and proprietary information include inyention,creation,
know howandtradesecrets, financial information, corporate strategy, marketing programs,
non public information about television or motion picture development and or productions,
and information abouttheCompany^s relationships withtalent,customers, suppliers and
business partners, ^ou may not disclose or distribute any proprietary or confidential
information except as authori: ed by the Company, ^ou may use confidential or proprietary
information only for the purpose permitted by the Company in connection with the
performance of your dutiesat SonyPictures. The unintentionaldisclost:tre of nonpublic
proprietary mformation can be^ust as harmful as intentional disclosure. To avoid any
unintentional disclosure, never discuss with any unauthorised person proprietary information
that has not been made public whether such information is the Company^s or whether such
information has been disclosed to the Company byathird party.
It is Sony Pictures^ policy and practice to respect the trade secrets of others. This is
particularly relevant if you have knowledge of trade secrets or proprietary information ofa
former employer, ^ u may notreveal any information that might reasonably be considereda
SPECodeofBusinessConduct ^arch31,20C4
trade secret of aformer employer. If you have any questions,please consult the Legal
Department for guidance
In orderto prevent Sony Pictures employees from accepting mformation which could possibly
compromise the Company s independent development and business efforts and to avoid d e
risk of theCompany being accused of misappropriating ormisusingsomeone^sconfidential or
proprietaryinformation, all confidentiality and non disclosure agreements must be reviewed
and preapproved by d e LegalDepartment and usuallyrequu^e negotiation of tem^.
I^. Ea^rl^^ocurement
When selecting or reconm^ending suppliers of goods and services you must do so on the basis
ofcompetitiveprice,quality,deliyery and other objective standards.Purchasing decisions
includmg the selection of suppliers must be based upon the busmessbene^t to Sony Pictt:tres
and its customers, and no trace of favoritism should be part of the buying process. This
requirement applies not only to employees in charge of procurement, but also to any other
employees who mfluence the buymg process.
Sony Pictt:tres expects its suppliers and contractors to uphold its policies concerning compliance with applicable laws, respect for human rights, environmental conservation and
safety.
I ^ C^ftsandEntertamment
A^ l r^yate Sector
The giving or receiving of gifts to or from business associates raises important questions of
potential conflicts of interest. This Code ofBusiness Conduct contains general rules relating
to gifts. In addition to the general standards contained in this Code ofBusmess Conduct, you
mustobservelocallawsandregulations aswell as all applicable Company rules and policies
myotirterritorywithrespecttogiftsandentertainment.lnordertoavoidpotential issues you
are encouraged to consult wid^ your manager for d e proper cotu se of actionmconnection
with giving orreceivingagift.
SPECodeofBusinessConduct Marcb342CC4
The acceptance of any gift, which does not meet the general criteria set forthmthis Code of
BusmessConduct,requiresthepriorwrittenapproyalofyot^manager,the head of your
business unit and the Company s General CotmseL
^oumustexerciseextraordmary care beforegiving or accepting any gifttoorfromanyperson
or entity that does business or seeks to do busmess with Sony Pictures, ^oumaynotgivea
gift to any current or prospective customer, supplier or other busmess partner for the purpose
of retaining business or for the purpose of obtaining any other favorable business action,
^ou should never solicitagift or favor from such persons or entities except for promotional
items of token value.^ou may not accept any payment, gift or entertainment that is intended
to influence, or that appears to influence business decisions of Sony Pictures. Gifts may be
given or accepted only when they meet all of the following criteria:
^ Are consistent with customary busmess practices^
^ Are not excessivemvalue and cannot be interpreted asabribeorpayoff^
^ Are not in the form of cash or its equivalent (e.g. stock, bonds or other negotiable
instruments) ^ Are not in violation of any laws, Sony Pictures policies, or known company policies of
the third party donor or recipients and ^ Aresuchthatpublicdisclosureofthegift would not reflect negatively uponor
embarrass Sony Pictures orthe employee, or make it appear that d e recipient's
judgment would be con^promised.
Any gift not meeting d ese criteria that has been received normally must be returned to the
donor. Theretumof the gift shouldbemade in acourteousbut ^rmfashion. If d e
circumstances would clearly appear to make the return of the gift embarrassing or insulting to
the donor, your manager should be inm^ediately consulted foradecision on the proper course
of action.
Acceptance or payment of reasonable business meals or the exchange of reciprocal courtesies
of the same approximate value between Company personnel and private sector parties with
whom SonyPictures or its subsidiaries do (or are considering domg) business are not
considered improper when this occurs irtfrequently, does not involve excessive expenditures,
10
SPECodeofBusinessConduct Marcb31,20^
and takesplacemsettings appropriate to d: ebtismess at hand.
^ou may not accept the free use or loan of any vehicle, merchandise or property, such asa
condominium, or reduced cost or free travel from any ^rm or individual doing or seeking to
do business with, or directly competing with, Sony Pictures. If you believe that there isa
legitimate business reason to accept such items m a particular instance, consult your
supervisor in advance to seek Company approval.
^ou must record and report to yot^ supervisor any gift, entertainment or favors (or series of
gifts, entertaim:nent or favors) given to or received from any individual or entity with whom
Sony Pictures or any of its subsidiaries either does business(or is considermgdoh^g business),
orwith whom it directly competes, whose value(or cumulative value in any one year) exceeds
^2^0. Reporting inwriting is requiredwithin one weekofgivingor receiving thegift,
entertainment or favors The report should identify the type of gift, entertainment or favor, its
value, the third party from whom or to whom d e gift was received or given, and that party s
relationship to Sony Pictures.
With respect to gifts received, if in the view of the superyisor,areported gift does not meet the
criteria stated above for acceptable gifts, the supervisor may ask that the gift be returned or
reimbtu sed by the personnel who received it, and all personnel involved shall do so.
R. I^ubl^cSecto^
Great care must be taken in dealing with government officials. lnmany countries,giftsor
payments to public of^cials and public servants are speci^cally prohibited by law. Some
countriesassertextraterritorial^urisdictionof suchlaws.UndertheU.S. ForeignCorrupt
Practices Act of 1977,itisafederal crime for any United States corporation to offeragift,
payment or bribe, directly or indirectlyto any foreign official forthe purpose of influencing an
official decision or action or seeking influence in orderto obtain business.
^ou may not make any payment or give any gift, entertainment or other bene^t to government
officials, directly or indirectly for the purpose of, or that appears to be for the purpose of,
seeking favorable action or arrangements by such of^cials.
11
SPE Code of Business Conduct March 31,2004
Before giving any gift to apublicservantor govemmentof^cial, youmustconsultthe
Company s External AffahsDepartment. Approvalmustbesect^u^edfromtheCompany^s
External Affah^sDepartn^ent before any contribution is made on behalf of the Company or
before any corporate funds are used to benefitapolitical party, an of^ce holder or office
seeker.
17 R^cord^n^ and Renortm^oflnformat^onBMamtamm^ Records and E les
All records, recordation and reporting of information, including, but not Ihnited to, books and
otherfinancial records, must be accurate, complete, honest and timely and must beafair
representation of d:ie facts. The knowing or deliberate falsification of any such document
may be the basis for immediate discharge and may subject ar employee to civil and criminal
sanctions as welL Dishonestreportingof information to govemmententities, thirdparty
organisations and people outside the Company, mcluding false, misleading, or arti^cial entries
in the Company^s books and records that may serve as the basis for such reports, is strictly
prohibited. This mcludes not only reporting information inaccurately but also organising it
inaway that is mtended to mislead or misinformthose who receive it.
This policy applies not only to employees in charge of ^nance and accountmg but also to all
employees in the conduct of d eir respective duties. If you become aware of any violation of
this rule you must report it immediately.
There will be times when the Company is subpoenaed or has reason to believe that it will be
subpoenaed in connection withagovemment investigation oraprivate lawsuit.
Anytime you receive asubpoena or reasonably anticipate that Sony Pictt:tres records^
including paper documents, email, and other electronic ^les^wil l be sought by subpoena or
otherwise inalawsuit or government investigation, those records must be preserved. This
obligationsupercedesany od er document retentionordestructionpolicy that youmight
follow, ^ou should contact the Legal Department immediately if you become aware of any
actual or d^eatened lawsuit or investigation involvmg any Sony Group company.
^ou must never destroy, alter, falsify, or conceal recordsford^epurposeof obstructing,
impeding, or influencmg a pending or reasonably anticipated lawsuit or government
1
SPECodeofBusinessConduct March31,2CC4
mvestigation,orforthe purpose of makmg the records unavailable foruse in suchalawsuit or
investigation. Domg so may subject you and the Companyto criniinal or civil liabilityin the
lawsuit or investigation Any Sony Pictures employee who violates this provision will be
subject to disciplinary action (up to and including temunation).
Any questions regarding the obligation to preserve records in connection with an actual or
anticipated litigation or investigation should be discussed with the Legal Department.
I^. Ins^derTradm^
It is unlawful in many countries to trade in securities ofacorporation while in possession of
^ material nonpublic h^ormation^^ about d: ecorporation. l aterial nonpublic info^^
any nonpublic information aboutacompany, which could influenceareasonablemvestor to
buy, sell or otherwise trade in the stocks or od:ier securities of such company. Although
SonyPictures is notapublic corporation and does not issue stock, Sony is publicly traded
bod^inJapan and in the United States.
While it is not possible to ex^haustively list all possible types of material information, die
following examples may give you some guidance: not yet published ^nancial performance
including earnings, dividend plans, mergers or alliances wid^ other companies, divestitures,
acquisitions, new products, advances in research and development and any other signi^cant
activities.^ou may not trade in shares, convertible bonds, bonds wid^ subscription rights to
shares or any other security of Sony while in possession of material non public information
about Sony, its affiliates andBor its business partners, nor mduce such trading by others (such
as family, friends, customers or co workers.) In die course ofyour work for the Company
you may also come into possession of material non public information regarding other
r on Sonyaffiliatedpubliccompanies.lfyou are in possession of such information, you may
not trade, or advise others to trade, in the securities of that company, ^ou must become
familiar widi and comply wid^ internal rules and policies relating to the tradmg of Sony s
stocks and securities by directors, of^cers and employees.
I^. Rersona^Conf^^cts oflnterest
^ou must avoid conflicts of interest. Aconflictofinterestexists when your duty to give
13
SPECodeofBusinessConduct March31,2004
^ ^dividedbusinessloyaltytod^eCompanycouldbepre^udicedbyactualorpotential personal
benefits being derived from anod er source. Al l business decisions must be made and all
business activities must be conducted in d e best interests of Sony Pictures No Sony Pictures
employee should be, or appear to be, subject to influences, interests or relationships which
conflict wid^d^e best mterests of Sony Pictures, ^oumaynothave any^ancialorod^er
business relationship wid^ suppliers, customers or competitors d at might impair, or even
appear to impair, d e independence of any judgment you mayneed to make for Sony Pictures.
Contractmgwithathirdpartymwhich you oramember of your family has any fmancial,
businessorproprietaryinterestis strictlyprohibited, unless such interesthasbeendisclosed to
and discussed wid^your senior manager andyou have been advised that in fact and in
appearance it does not constituteaconflict of interest.
Advance disclosure of any activity, mterest or relationship d at presents an actual or potential
conflict ordisparityofinterest between your own interests and the interests ofthe Company is
d e key to remaining in full compliance wid^d^is policy. Disclosures must be in writing to
yourmanagerandtotheCompany^sGeneralCounseL
In addition to the foregoing, you should exercise your own good judgment and avoid actions
orrelationships which might conflict or appearto conflict with your ob responsibilities and or
die interests of Sony Pictures. For example, you should not receive personal discounts or
odier benefits from suppliers or customers d at are not available to the general public or to
Company employees generally, you should not acceptanofferto purchase ^Triends and family
stock^^inacompanyissuingsharesthrough an initial public offering if you interface wid^d^at
company myourSonyPicturesbusiness actiyities,andyoushouldnotengageind^e
preferential hhing of, dh ect supervision of, or makmgapromotion decision abbutaspouse,
relativeoranyoneelsewithwhom youhaveaclosepersonal relationship.
Sony Pictures encot:trages its employees to participate in conmiunity, charity, and od er outside
activities d at do not conflict wid^normal work responsibilities. However, you are expected
to avoid any outsidepersonal interest or activity d at will mterfere with your duties.
Generally,your outside activities should not encroach on time or attentionyou should be
devoting to your duties, adversely affect the quality of your work or imply d^eCompany^s
sponsorshipor support (for example, d^roughd^euseofCompany stationery oremail address
for personal pu^ose) Company approval is requhed for you to acceptaposition at any
14
SPECodeofBusinessConduct March31,2CC4
outside business(whed^er compensated or not). Before acceptmg any positional an outside
dhector or board position of an outsidebusiness concern, mcluding a position wid: a
hot for prof t entity, you must seek and obtain d e written approval of the Company.
Requests should be made in writing to your manager and d^eCompany^s General Counsel.
Before acceptingaposition at any government organi^ation(whether compensated or not) or
running for anelective office, youshould review d: e circumstances withtheCompany^s
ExtemalAffah:s Department and d^eCompany^s General CounseL
Corporate Assets
Sony Pictures^assets are tobe used only for legitimate purposes and only by autho i ed
personneL Sony Pictures^ assets include d e physical materials you work with every day,
such as computers, buildings and furniture and intangible assets such as business methods,
intellectualproperty,andcon^dentiaIor proprietary information.^oumustsafeguardd^e
Company s assets, tangible and mtangible, from damage, loss, misuse, theft or sabotage.The
Company s assets may not be used for personal benefit. Should you become aware of any
person damagmg or stealing Sony Pictures^ assets, please in^ediately notify your manager
and the Company^sSecurity Department.
Tothe extent permitted under applicable laws, Sony Pictt:tres reserves d e right to monitor and
inspect how its assets are used by its employees, including, as discussed elsewhere in this
CodeofBusinessConduct,inspectionofallemail,yoicemail, data and files kept on PCs or
od er network terminals, as well as desks, ^le cabinets, lockers or offices. Therefore,
personal items, messages or ir^ormation that you consider private should not be placed or kept
anywhere in d e Sony Pictures workplace. Additionally in order to protect the Company s
employees and assets, Sony Pictures may ask to search an employee's personal property,
including briefcases and bags, located on or being removed from Company locations^
employees are expected to cooperate with sucharequest.
^I. Med^a Relations and Rubi^c Statements
The Company^s business activities are monitored closely by the media, such as newspapers,
magazines, radio, television, Internet media and security analysts. In order to provide clear
and accurate information to die public, it is vital d at comments to d e press be made only by
1
SPECodeofBusinessConduct ^ March3L2004
designated spokespeopleford^e Company. All dealings wid^d^e press must be handled by die
Company^sdesignatedspokespeopleormanagedunderd^eirguidance.Unlessyouarea
designated Company spokesperson, you may not initiate contact with reporters on behalf of or
wid^ respect to Company matters. If you are notaCompany spokesperson and are contacted
byd^e media, you must inm^ediatelyrefer d e contact to Corporate Conur tmications. If you
are contacted byasecuritiesanalyst,please refer die call tolnvestor Relations atSony
Corporation of America. Employees are not permitted to provide any mformation about
Sony Group companies to securities analysts wid^outd^e prior approval oflnvesti:^r Relations.
All papers, articles or speeches on subjects related to d^eCompany^sor its af^liates^ products,
operations or interests must be cleared by d e appropriate Company conununications
department.
If you choose to speak out on public issues asaconcemed citizen, you must make it clear that
you are doing so as an individual and avoid giving d e appearance that you are speaking or
acting on behalf of Sony Pictures.
This Code ofBusiness Conduct sets fordid^e basic inte^al standards for all du ectors, officers
andemployeesof SonyPictt:tres. Circumstances may requhe that terms of this Code of
Business Conduct change from time to time. Consequently, Sony Pictures and its parent
entities reserve d e right to amend, supplement or rescind the Code of Business Conduct or
any of its provisions as d ey deem appropriate. This Code ofBusiness Conduct is nota
contract and does not create any contractual or acquired rights in any jurisdiction.
16
SPE Code of Business Conduct March 31, 2004