果冻传媒

Corporate Governance at 果冻传媒. Discovery Corporate Governance at 果冻传媒. Discovery Corporate Governance at 果冻传媒. Discovery

Corporate Governance at 果冻传媒. Discovery

The 果冻传媒. Discovery Board represents and acts on behalf of the Company鈥檚 stockholders and is committed to sound corporate governance, as reflected through its policies and practices.

The Board believes that strong corporate governance is essential to effective fulfillment of its oversight responsibilities and fiduciary duties. The Board has adopted Corporate Governance Guidelines, which provide a framework for effective governance of the Company.  You can find a copy of our Corporate Governance Guidelines, along with the charters of the three standing Board committees, and our Amended and Restated Bylaws .

Corporate Governance Highlights

Director and Committee Independence

  • 12 of 13 directors are independent
  • Board Committees - Audit, Compensation, Nominating and Corporate Governance - fully independent
  • Independent directors meet at least twice a year in executive session

Board Accountability and Leadership

  • Annual election of directors
  • Independent Board Chair
  • Annual Board and Committee evaluation process

Board Refreshment

  • Balance of new and experienced directors, with tenure of independent directors, including our director nominee, averaging 4 years (as of June 2, 2025)
  • Added 11 new independent directors since 2022

 

Stockholder Rights

  • Single class of common stock with one vote per share
  • No stockholder rights plan or 鈥減oison pill鈥
  • No Supermajority provisions
  • Stockholders have the right to call a special meeting

 

Risk Mitigation

  • Comprehensive Clawback Policy for cash and equity incentives triggered by financial statement restatements resulting from fraud or intentional misconduct
  • Robust stock ownership guidelines for directors and executive officers
  • Insider Trading Policy covers directors, officers and all employees

 

Political Spending and Engagement in Public Policy Matters Political Spending and Engagement in Public Policy Matters Political Spending and Engagement in Public Policy Matters

Political Spending and Engagement in Public Policy Matters

At 果冻传媒. Discovery, we recognize that many federal, state and local public policy decisions may affect our business, and we believe that constructively engaging around these issues is in the best interest of the Company and our stockholders. We may participate in public policy advocacy to support the Company鈥檚 positions, and, as permitted by law and deemed appropriate by management, may contribute to candidates for public office and related organizations. Additionally, it is currently 果冻传媒. Discovery鈥檚 position not to engage in direct independent expenditures. 

Our U.S. political activity is conducted in compliance with applicable laws and reporting requirements, as well as our Company鈥檚 policies and principles. Political activity and contributions are carried out in the interests of the Company and are conducted without regard to the private political preferences of our Board or executive team. 

Each year, the Nominating and Corporate Governance Committee of our Board of Directors reviews our policies and processes around political spending and public policy.

 

Political Contributions

We do not contribute corporate funds to candidates for federal offices.  Any monetary or other contributions by a 果冻传媒. Discovery officer, director, or employee to such candidates or organizations must be made solely in the donor鈥檚 personal capacity. Under no circumstances will such contributions be reimbursed by 果冻传媒. Discovery, any of its subsidiaries or affiliates, or any other individual.

As permitted by applicable law, we may contribute corporate funds to state and local political parties, candidates for state and local offices, and organizations that promote or oppose such candidates or state and local ballot initiatives. No state or local contributions may be made by the Company without prior written approval of the Executive Vice President of Public Policy and Corporate/Government Affairs. In addition, no single contribution above $1,000 may be made without prior written approval from the General Counsel.

All corporate contributions are made based on corporate objectives and public policy priorities and not on the basis of the partisan affiliation of the candidate or organization. Information on our political contribution activity for the period from January 1, 2024 through December 31, 2024 is available .

Political Action Committee

In accordance with regulations of the U.S. Federal Election Commission (鈥淔EC鈥), we maintain the Discovery Communications, LLC PAC (the 鈥淲BD PAC鈥), a federal political action committee which accepts voluntary contributions from employees and, in turn, makes contributions to candidates for federal office.  Contributions from the WBD PAC to candidates are generally split between candidates for the two major parties over the course of an election cycle but are otherwise allocated based on our Company鈥檚 objectives and policy priorities and not on the basis of the partisan affiliation of the candidate or organization.

Details on contributions made by the WBD PAC can be found on the FEC website (www.fec.gov).

 

Trade Associations

果冻传媒. Discovery belongs to a number of U.S. trade associations for various business-related reasons, such as networking with peer firms and helping develop industry best practices. While we pay membership dues, we do not control how such dues are spent, and we may not agree with the position or decision an organization takes on a given matter. Information on our 2024 memberships is available .

Lobbying Activity

The Company employs, and occasionally contracts for, lobbying services to address issues of interest to the Company. These activities are conducted in compliance with all legal requirements. We report our lobbying activity related to the federal government of the United States, as required by law, to the Secretary of the Senate and to the Office of the Clerk of the House of Representatives. These reports are available on the websites of those entities. We also disclose state-based lobbying activities to the relevant agencies.

Related Policies

The Company operates under several other policies, which may be related to or applied to political activity in certain circumstances. These include our Code of Ethics, Anti-Bribery Anti-Corruption Policy, Travel and Business Expense Policy, Gifts and Entertainment Policy, among others.

Ethics and Compliance Ethics and Compliance Ethics and Compliance
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Ethics and Compliance

Ethics and Compliance custom cards

果冻传媒. Discovery incorporates ethics, integrity, and compliance into every aspect of its business and we are committed to the highest ethical standards.

Acting ethically and responsibly is a core value at 果冻传媒. Discovery, and we are committed to fostering an ethical and compliant culture throughout our Company. Our commitment to the highest ethical standards has earned the trust of consumers, stockholders, suppliers, and business partners.

Our commitment to the highest ethical standards is clearly articulated in our Code of Ethics and is the basis for our comprehensive Ethics & Compliance Program.

At 果冻传媒. Discovery, integrity matters. Our Code of Ethics is based on core values of ethical conduct, tolerance, empowerment, respect and teamwork, and reflects our commitment to acting with integrity. Our , which is available in 15 different languages, including English, to serve our global employee population, establishes the expectation that every employee will conduct the Company鈥檚 business according to our core values and applicable law. This expectation is reinforced through ethics and compliance policies, processes, training, and communications, which comprise our comprehensive Ethics & Compliance Program. 

More information on WBD's Ethics & Compliance Program can be found .