果冻传媒

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

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 with these issues is in the best interest of the Company and our stockholders. 

Our U.S. political activities comply with applicable laws and reporting requirements and with our Company鈥檚 policies and principles. Political activities are carried out in the interests of the Company without regard to the private political preferences of our Board or executive team. 

Our Board is committed to ensuring transparency and accountability. The Board's Nominating and Corporate Governance Committee reviews our policies and processes around the Company's political activities and recommends any appropriate revisions and enhancements needed to ensure the timely, complete, and useful information regarding the Company's political activities and contributions.

 

Political Contributions and Expenditures

WBD does not contribute corporate funds to federal candidates.  Any contribution by a WBD officer, director, or employee to such candidates must be made solely in a personal capacity and will not be reimbursed by WBD or anyone else.

Where legally permitted, WBD may contribute corporate funds to "527 organizations" and to state and local candidates, political parties, committees, and ballot measures. Such contributions must receive prior written approval of the Executive Vice President of Public Policy and Corporate/Government Affairs. Any single contribution above $1,000 must also receive prior written approval from the Chief Legal Officer.

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 the Company's corporate political contribution activity for the period from January 1, 2024 through December 31, 2024 is available .

WBD currently does not use corporate funds to sponsor direct independent expenditures or other advertisements related to candidates, political parties, and ballot measures.

Political Action Committee

In accordance with regulations of the U.S. Federal Election Commission (鈥淔EC鈥), we maintain a federal political action committee called the Discovery Communications, LLC PAC (the 鈥淲BD PAC鈥), that accepts voluntary contributions from eligible employees and, in turn, makes contributions to federal candidates and committees.  Outgoing contributions made by the WBD PAC are generally split approximately evenly between the two major political parties over the course of an election cycle and are otherwise allocated based on our Company鈥檚 objectives and policy priorities.

Details on contributions made by the WBD PAC can be found on the .

 

Trade Associations

WBD 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 the Company pays membership dues, we do not control how such dues are spent, and we may not agree with the position or decision a trade association takes on a given matter. Information on our 2024 trade association memberships is available .

Lobbying Activity

The Company may employ and/or retain lobbyists to address issues of interest to the Company. These lobbying 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-and local-level 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
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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 17 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 .