From time to time the Company provides reminders about aspects of our Code of Business Conduct.  This is a reminder that the Code of Conduct provides that all dealings between WWE and/or its affiliates, on one hand (collectively, “WWE” or the “Company”), and third parties, on the other, shall be carried out with the highest standard of integrity and in compliance with all relevant laws and regulations.  Corrupt practices are not acceptable in our business dealings.  Our Code of Business Conduct can be found at corporate.wwe.com/governance/code-of-business-conduct.

WWE values integrity and transparency and has zero tolerance for corrupt activities of any kind.  Unauthorized payments, or acts that create the appearance of promising, offering, giving or authorizing payments prohibited by this policy, will not be tolerated.  This policy applies to all Company affiliates worldwide, including all WWE’s operating units, subsidiaries and other affiliates, and each of their employees, officers and directors including all part-time and/or temporary employees; all independent contractors and all other third parties acting for and on behalf of the Company, wherever they are located.

These improper dealings may also be subject to specific anti-corruption laws which carry very significant penalties such as the US Foreign Corrupt Practices and SarbanesOxley Acts and the UK Bribery Act.

I. Policy of Fair Dealing

1. General. WWE employees shall not make, offer to make, promise to make or authorize any improper payments or provide anything of value to any individual for the purpose of influencing, inducing or rewarding any act, omission or decision to secure an improper business advantage, or obtain or retain business. In essence, the Company prohibits “quid pro quos” where anything of value is given with the expectation of receiving in return an improper benefit or advantage.

Similarly, WWE employees may not request, receive or be promised any improper payments or anything else of value in exchange for an improper benefit or advantage.

2. Foreign Corrupt Practices Act. The Foreign Corrupt Practices Act, or “FCPA,” prohibits US individuals and businesses from paying, offering, promising or authorizing the payment of anything of value, directly or indirectly, to any foreign official, political party or official thereof, candidate for foreign office or other person knowing that any portion of the payment will be used for the purpose of influencing any act or decision of the foreign official or entity in order to assist in obtaining or retaining business.

WWE employees, representatives and agents are prohibited from engaging in the following:

• Bribes —Giving, offering, promising or authorizing the payment of any money, gift or thing of value to any foreign official to obtain or retain business.  This would include inappropriate travel and gifts.
• Political Contributions —Making contributions to political parties or officials to obtain their support for executive, legislative, administrative or other actions that may be favorable to the Company.
• Third-Party Payments —Giving, offering, promising or authorizing the payment of any money, gift or thing of value to a third party with knowledge that it will be used to pay a foreign official to obtain or retain business or otherwise aiding, abetting or encouraging a third party to do so.  It should be noted, in this regard, that in companies found to have violated this law, these payments have sometimes taken the form of consulting fees or commissions given to intermediaries.  Common red flags associated with third party payments include excessive commissions to agents and consultants; unreasonable discounts to distributors; consulting arrangements that include vaguely described services; consultants performing services outside their area of expertise; hiring or retaining third parties related to or closely associated with, foreign officials or who advertise their relationships with foreign decisionmakers; third party involvement at the insistence of the foreign principal; and requests for cash or payments to offshore bank accounts by the third party.

3. UK Bribery Act. The UK Bribery Act of 2010 makes it a legal offense to offer, promise, pay, request or receive a bribe, whether to a government, foreign official or private person or entity, where the expected result is that the person to be paid will act in a fashion that is inconsistent with the expectation that a person will act impartially, in good faith and consistent with any position of trust.  The law applies to any function of a public nature, connected with any business, performed in the course of a person’s employment or performed on behalf of a company or other entity.  Therefore, bribery in both the public and private sectors is covered.  It is worth noting that the test for these purposes is what a reasonable person in the UK would expect in connection with the performance of the function.  The law is applicable to WWE as a result of its commercial activities in the UK.

4. Expense Reimbursement Practices to be Avoided. Advancement of expenses and payment of expenses, especially in field offices, in cash may indicate issues and should be avoided; instead payments should be made through WWE’s central accounts payable and repayment of expenses should never be conditioned upon any action of a foreign official.  Foreign officials should provide written certification that the reimbursement of expenses is consistent with local laws.

5. Examples. Examples of payments prohibited by the FCPA and Company policy would include, without limitation, payments to:

• win a contract;
• influence a procurement process;
• obtain licenses, permits and other official documents to qualify to do business in a foreign country;
• circumvent (or obtain exceptions from) laws, rules or regulations including evading taxes or penalties;
• receive non-public information; and/or
• influence the adjudication of litigation or enforcement actions.

II. Responsibility; Record Keeping/Accounting Clause

1. Responsibility for Supervision. Senior WWE management shall be responsible for overseeing and enforcing compliance with this policy and ensuring that employees responsible to them are aware of this policy.  To ensure that the requirements of this policy are met, business managers are required to conduct reasonable due diligence relating to the operations reporting to them.

2. Books and Records. Company policy requires that all of our operations including, without limitation, each of our subsidiaries and overseas offices, maintain books and records that accurately reflect all transactions.  Each transaction entered into shall have proper authorization and approval, and there shall be complete and proper accounting and reporting of each such transaction.  The reporting of each transaction is subject to verification by the Company’s internal auditors, who report to the Chief Strategy and Financial Officer and the Company’s Audit Committee.  WWE is required to maintain an adequate system of internal accounting controls to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements.

3. Duty to Report. Any WWE employee having information or knowledge of any conduct inconsistent with this policy shall promptly report such matter to the Company’s Business & Legal Affairs Department.

4. Violations. Violations of anti-corruption and anti-bribery laws may result in severe criminal and/or civil penalties to the Company, its employees and third parties, and, as noted above, is a clear violation of Company policy.  In addition to any criminal or civil liability to an individual for the failure to meet his or her obligations under applicable law, the Company reserves its right to take disciplinary actions against such employee including, without limitation, termination for cause.

III. Definitions

1. “Anything of value” includes not only money bribes but also bribes constituting of such things as:

• Stock;
• Entertainment (it should be noted that tickets to WWE live events and related travel may be provided so long as such requests are made through normal WWE channels, are reasonable in amount and price and are not provided with a view to receiving anything in return but rather directly relate to the promotion, demonstration and/or explanation of the Company’s products and services or are required for the Company’s performance of a contract); 
• Gifts;
• Discounts on products and services not readily available to the public;
• Offers of employment;
• Assumption or forgiveness of debt;
• Payment of travel expenses except Entertainment allowed by clause 1(b) above. Trips that are primarily for personal entertainment purposes are not bona fide business expenses; and
• Personal favors or services including inside information.

2. “Foreign official” means any officer or employee of a foreign government or any of its agencies or instrumentalities or a government corporation or a public international organization, or any person acting in an official capacity for any such entity including relatives of any such person.  It is worth noting that this includes low-ranking employees and high-level officials alike.

3. “Gift” means any item of monetary value presented to a WWE employee by a non-WWE employee or to a non-WWE employee by a WWE employee.

4. “Government” means an agency, instrumentality, subdivision or other body of any national, state or local government, including hospitals or other health facilities which are owned or operated by a government including regulatory agencies or government-controlled businesses, corporations, companies or societies.

5. “Knowledge” means a person (i) is aware that a payment is being made, (ii) is aware that a payment is likely to occur, or (iii) or has reason to know that a payment is likely to occur. So deliberate ignorance, conscious disregard and willful blindness will be treated as “knowledge” for purposes of this policy.

6. “Third Party” means any person who is not a party to the transaction between the Company and the foreign official (usually an agent or sales intermediary).