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Compliance Policy of the Constantin Film Group

Purpose and Scope

This Compliance Policy defines the company-wide understanding and general approach of the Constantin Group regarding various compliance challenges, adherence to applicable laws and regulations, protection of company assets, relationships with business partners and third parties, handling of information and data, avoidance of conflicts of interest, and antitrust law. The areas of people and environment, as well as internal codes of conduct, are partly additionally and partly exclusively governed by the separate Code of Conduct. This policy, as well as the Code of Conduct, applies to all employees, as well as board members and managing directors of the Constantin Film Group (hereinafter collectively referred to as “employees”). In the event of conflicts, stricter laws take precedence over the rules of this Compliance Policy.

For the Constantin Film Group, compliance violations can lead to, among other things:

  • claims for damages from third parties,
  • costly legal proceedings,
  • fines and profit confiscation,
  • loss of contracts,
  • exclusion from funding opportunities,
  • reputational damage.

“Constantin Film Group” refers to Constantin Film AG and all its majority-owned subsidiaries in Germany, the EU, and worldwide; that is, all companies in which Constantin Film AG directly or indirectly holds at least 50.1% of shares or has an equivalent voting right.

Obligation to Be Informed

Every employee must inform themselves about the EU directives and regulations, laws, rules, and internal instructions that apply to their area of responsibility. In case of doubt, advice should be sought from the legal department of the Constantin Film Group, the relevant management, or another contact person as listed in Section J.

For certain regulatory areas, separate guidelines, instructions, manuals, etc. (“internal instructions”) may exist for the Constantin Film Group or individual group companies, which clarify or supplement the rules of this Compliance Policy and must also be observed by employees.

General Standards of Conduct

The boards and managing directors of the companies in the Constantin Film Group are responsible for the integrity of our company. They are required to ensure both implementation and compliance with this Compliance Policy. In addition, every supervisor and employee is obliged to comply with the Constantin Film Group’s Code of Conduct.

Further, every employee is required to

  • comply with the laws, regulations, and internal instructions applicable to their area of responsibility,
  • act fairly and with integrity in all activities and business relationships,
  • respect and foster the reputation of the Constantin Film Group,
  • avoid conflicts of interest between business and private matters,
  • not gain or grant unlawful advantages for themselves or others,
  • comply with laws and regulations covering occupational safety, environmental protection, and data protection,
  • immediately report any compliance violations or suspected cases as set out in Section J.

Protection of Company Assets

Company assets must not be used for private purposes.

The procurement and sale of company assets must be transparent, traceable, economically reasonable, and at market conditions. Personal interests of individual employees must not influence decisions or business transactions.

Every supervisor must establish an organization within their area of responsibility that protects company assets from loss and misuse.

Fraud, Embezzlement, Theft, Loss, Damage to Property

To prevent fraud, embezzlement, theft, loss, and property damage, all employees are required to:

  • respect and protect the property of companies in the Constantin Film Group as well as that of third parties,
  • handle the work and communication tools provided with special care,
  • adhere to established policies and controls designed to prevent and detect fraud, theft, and property damage,
  • be alert to unusual business activities that could indicate fraud, embezzlement, theft, or property damage.

Avoidance of Conflicts of Interest

Every employee must strictly separate their personal interests from the interests of the Constantin Film Group. Even the appearance of a conflict of interest must be avoided. For this purpose, employees should regularly review the relationships between their private interests and their business obligations.

The following types of contracts or activities may only be undertaken if they are first approved by the relevant managing director or board member:

  • contracts with related persons (such as spouses, relatives, friends, and private business partners),
  • contracts with companies where related persons work,
  • contracts with companies in which the employee or related persons hold 5% or more shares,
  • side jobs for competitor companies,
  • side jobs for business partners.
  • Employees who wish to acquire (directly or indirectly) a 5% or more stake in a competitor, or who already own such a stake, must report this to the relevant managing director or board member. That person will then assess whether a conflict of interest exists.

Relationships with Business Partners

The Constantin Film Group expects all employees, customers, and suppliers to:

  • comply with all applicable laws (including subsidy regulations),
  • refrain from all forms of corruption,
  • respect human rights,
  • comply with laws prohibiting child labor,
  • observe the legal provisions governing international business transactions,
  • adhere to relevant national laws and international standards for occupational safety, environmental protection, and data protection, and
  • ensure that engagements with suppliers and other business partners are only made at standard market conditions.

Prohibition of Bribery and Corruption

Corruption and bribery distort competition, contradict our corporate values, and expose both the Constantin Film Group and each of its employees to significant liability risks.

For this reason, it is prohibited to:

  • offer, promise, or grant illegal personal advantages to employees or representatives of domestic or foreign companies,
  • aid or support similar unlawful actions by others,
  • request or accept illegal personal advantages,
  • agree to or receive commissions for deals made by companies of the Constantin Film Group or “kickbacks” for brokered business.
  • The same applies to actions carried out through intermediaries, such as relatives, friends, agents, or brokers—or if the benefits are intended for such closely associated persons.

Invitations, Gifts, Entertainment, and Events

Since invitations and gifts can carry risks related to bribery, corruption, and potential conflicts of interest, all forms of gifts and entertainment must be handled with caution. Employees of the Constantin Film Group may accept invitations or gifts from business partners and their staff, and may issue such invitations or give gifts, only if and insofar as these remain within reasonable and appropriate limits. Attendance at, and invitations to, social, cultural, or recreational events in a business context are permitted as long as they are appropriate and consistent with local customs. Under no circumstances should such gestures create even the appearance of undermining fair competition or causing conflicts of interest.

To avoid even the appearance of corruption, the following rules apply:

  • Employees must reject invitations or gifts if accepting them would violate laws or internal guidelines,
  • Employees must also refuse invitations or gifts if these are obviously or presumably linked to the expectation of a specific return favor, or are intended to improperly influence a decision,
  • Employees must not request benefits from third parties,
  • The following types of gifts and entertainment may never be given or accepted: cash or cash equivalents, employment or other contract conditions that are excessively favorable, and adult entertainment.

The same principles apply to providing or accepting any other benefits.

Invitations, gifts, and other advantages valued at more than EUR 250 (including VAT) offered to employees must be reported by the employee in accordance with Section J. This also applies if, within a single calendar year, an employee receives multiple benefits from the same person or associated persons, and the combined value exceeds EUR 2,000.

Conduct Towards Competitors

Competition and antitrust laws must be observed. In particular:

  • No information about prices, quantities, customers, or conditions may be exchanged or agreed with competitors.
  • Arrangements with competitors regarding market division are not permitted.
  • These rules must also be observed in association work.

Employees must plan their participation in association events carefully. If you have questions about attending such an event or about the limits of permissible information exchange, you must consult the contact person responsible for reporting (see below: Contacts and Reporting).

Any contact with competitors for the purpose of discussing the above topics can trigger antitrust concerns, even in informal or social settings. This also applies to the one-time disclosure of business-sensitive information to, or receipt of such information from, competitors. Anonymous industry statistics are generally permissible if they do not identify individual companies.

Conduct Towards Public and Political Institutions

Employees are prohibited from offering, promising, or granting personal advantages to domestic or foreign authorities or their employees for taking or refraining from official actions.

This also applies if these actions are to be taken via intermediaries, such as relatives, friends, agents, consultants, or brokers, or if benefits are intended for persons close to them.

Instructions from authorities and public offices must be followed. Subsidy-related regulations must be observed.

Donations and Sponsorship

The Constantin Film Group provides financial and material donations for charitable and non-profit purposes, such as education, science, art, culture, sports, and social matters.

Donations may only be given with the prior written approval of the relevant managing director or board member.

The Constantin Film Group also acts as a sponsor of events and projects for the purposes listed above.

Sponsorship and donations must comply with applicable laws and the above rules for avoiding corruption, conflicts of interest, and for protecting company assets.

Trade Secrets and Confidentiality

A duty of confidentiality applies to our internal, confidential, or otherwise protected information. This covers all non-public information about internal corporate planning, production schedules, budgeting, internal company structures, costs and results of projects, the content of negotiations or contracts, and information from internal reporting. These data and information may only be used within the scope of job responsibilities. The same duty of confidentiality applies to all non-public information about or from our business partners and customers. The trust of our business partners in maintaining confidentiality is a key factor in the business success of the Constantin Film Group.

Protection of Intellectual Property

Special care must be taken to protect copyrighted works. This applies both to works developed by companies of the Constantin Film Group and to those provided by third parties.

Use and Security of IT and Communication Systems

As an internationally active company, the use of modern information and communication technologies is an essential part of the Constantin Film Group’s business processes.

Regarding the private use of communication devices, the currently applicable company policy on internet and email usage applies.

Political statements made using communication tools provided by the Constantin Film Group are prohibited, unless it is clearly indicated that the statement is the employee’s personal view and not attributable to the Constantin Film Group. Insulting expressions, slander or defamation, and content that is unconstitutional, racist, homo- or transphobic, or pornographic may not be distributed using company communication tools.

Furthermore, only legal content may be accessed or distributed using company communication tools. Special care must be taken not to violate copyrights.

The Constantin Film Group is especially dependent on the trouble-free functioning of its IT systems and communication tools. We take appropriate technical and organizational measures to ensure the security and reliability of our IT systems and communication tools. The internet, in particular, poses specific risks from cybercrime that can disrupt the entire IT system of the Constantin Film Group. All employees are therefore required to use the communication tools entrusted to them with particular care.

People and Environment – General

The safety and well-being of all employees are of utmost importance to us. Therefore, the Constantin Film Group expects all managers and employees to:

  • protect the health and safety of all employees,
  • comply with relevant national laws and international standards regarding occupational safety, protection against illness, environmental protection, and data protection.

Equal Treatment

The principles set out in the Code of Conduct apply.

Fair Working Conditions

The principles set out in the Code of Conduct apply.

Occupational Safety and Health Protection

In the interest of health and safety for all employees, contributors, and visitors, every employee must comply with applicable laws, regulations, and standards regarding workplace safety, and follow the guidelines of professional associations, particularly regarding health protection and the prevention of pandemic diseases (such as those set out by BG HW, BG ETEM).

Collection and Processing of Personal Data

Employees are required to handle personal data sensitively in all business processes. Personal data may only be collected, used, and stored in accordance with applicable data protection laws. This applies to data about employees as well as about contributors, customers, suppliers, competitors, and other persons.

To ensure effective data protection, the Constantin Film Group has appointed a Data Protection Officer and issued a corresponding data protection policy that all employees must follow. Appropriate claims by data subjects for information, correction, deletion, or blocking of their personal data must be honored.

Data may only be transferred outside the European Economic Area if it can be ensured that adequate data protection standards exist for the recipient in accordance with European law.

Environmental Protection

The principles set out in the Code of Conduct apply. Climate and environmental protection are of great importance to the Constantin Film Group. The group is committed to complying with minimum standards for sustainable production and with the requirements of the Green Charter of the European Producers Club. Every employee is responsible for environmental protection in their own working area and obliged to comply with laws, regulations, and standards on environmental protection.

Combating Money Laundering

The Constantin Film Group only works with reputable business partners who act in compliance with legal regulations and do not use illegal financial resources.

Every employee must comply with the anti-money laundering laws applicable in their country and must report any suspicions of money laundering without delay to a contact person as described in Section J.

Foreign Trade and Export Control

The Constantin Film Group complies with all relevant national and international legal regulations for export control, fulfilling its role as an internationally active corporation.

Any permit requirements in connection with the export of our products must be strictly observed. Export bans and support prohibitions must always be followed.

Current customs regulations must be observed for both export and import of goods.

Consequences of Compliance Violations

For employees, compliance violations may have the following consequences:

  • Warning
  • Termination of employment
  • Claims for damages by third parties or by companies of the Constantin Film Group
  • Fines or financial penalties
  • Imprisonment

For confirmed compliance violations, we will take and implement appropriate actions. All measures to be taken are always subject to applicable law and must respect the rights of existing employee representatives.

No Retaliation

We will refrain from any form of retaliation against employees who report suspected or actual violations of this Compliance Policy or otherwise bring them to attention. All employees are also required to refrain from such retaliation themselves.

Works Council Participation

The Works Council of Constantin Film AG was involved in the drafting of this Compliance Policy within the scope of its statutory co-determination rights according to § 87 sec. 1 of the German Works Constitution Act (BetrVG).

Contacts, Reporting

If you wish to make a report regarding a violation of this Compliance Policy at Constantin Entertainment, or if you have concerns or questions about the interpretation of this Compliance Policy or about specific incidents, please speak to your supervisor or the relevant department (such as Human Resources for employment matters).

If clarification with, or reporting to, your supervisor or the relevant department is not possible or concerns remain, you may contact the following external person. They are available directly and confidentially at any time, and you may remain anonymous if you wish (by phone or mail).

Wolfgang Probst

E-Mail: meldestelle@constantin-entertainment.de
Tel: 0176 – 14444 827

Address:
Constantin Entertainment GmbH
Interne Meldestelle – Vertraulich
Carl-Zeiss-Ring 3
85737 Ismaning

Validity and Amendments

This Compliance Policy must be observed as of the date of its announcement. It will be reviewed regularly and updated as required by legal and internal regulations.