Updated as of 02.02.16
Activision Blizzard, Inc.’s Code of Conduct addresses actual and apparent conflicts of interest. Moreover, the Securities and Exchange Commission (the “SEC”) rules and regulations contain disclosure requirements for related person transactions, as well as disclosure of the Company’s policies and procedures concerning related person transactions. Accordingly, the Board adopted this policy to deal with the identification, review and approval of related person transactions. This policy does not in any way change any obligations in the Code of Conduct.
Definitions (whether or not capitalized):
A “related person transaction” means a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which (a) the Company was, is or will be a participant (whether or not the Company is a direct party), (b) the amount involved exceeds $120,000 and (c) a related person had, has or will have a direct or indirect interest.
“Related person” means: (a) any person who is, or was at any time since the beginning of the Company’s last fiscal year, a director, director nominee or executive officer of the Company; (b) any significant shareholder; or (c) any person who is, or was at any time since the beginning of the Company’s last fiscal year, an immediate family member of any person covered by (a) or (b).
The “Company” refers to Activision Blizzard, Inc. and its subsidiaries.
“Executive officer” has the meaning set forth in Rule 3b-7 under the Securities Exchange Act of 1934, as amended.
“Significant shareholder” means any person who is the beneficial owner of more than 5% of the voting securities of the Company.
“Immediate family member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, domestic partner or sibling, or any similar relationships as a result of marriage or a domestic partner arrangement, including adoptive relationships, or any other person other than a tenant or employee sharing the household of the applicable person.
For purposes of this policy, “related person transaction” does not include any transaction in which the related person’s only interests are limited to:
Related persons will inform the Company’s Chief Legal Officer of any actual or potential related person transactions and provide all relevant information. The Chief Legal Officer will make an initial determination whether or not the situation presents a related person transaction under this policy. If the Chief Legal Officer determines the situation presents a related person transaction under this policy, then he or she will notify the Audit Committee of the Board. If the Chief Legal Officer has an interest in a potential related person transaction, then he or she will notify the Chief Financial Officer and the Audit Committee, and they will determine whether the situation presents a related person transaction under this policy.
The Audit Committee will evaluate each related person transaction taking into consideration the following factors:
After consideration of these factors, the Audit Committee may approve or ratify the related person transaction if it determines the related person transaction is in the best interests of the Company and consistent with law and the Company’s governing documents. Related person transactions entered into, but not approved or ratified as required by this Policy, may be voided, terminated or amended by the Company, if so directed by the Audit Committee. If the related person transaction is ongoing, the Audit Committee may establish guidelines for the Company to follow concerning that related person transaction.
Unless otherwise determined by the Audit Committee, an inadvertent failure by a related person to notify the Chief Legal Officer of an actual or potential related person transaction will not be considered a violation of this policy, so long as the related person provides the relevant information to the Chief Legal Officer promptly after learning of the obligations outlined in this policy.
The Audit Committee may consider related party transactions during a meeting or via a unanimous written consent of the disinterested Audit Committee members. If the chairperson of the Audit Committee determines it is impractical for the entire Audit Committee to consider a related person transaction, he or she is authorized in his or her discretion to act on behalf of the full Audit Committee with respect to all powers set forth in this policy, so long as he or she reports such action to the Audit Committee at the next regularly scheduled meeting.
Any member of the Audit Committee who has an interest in a related person transaction will abstain from voting, but may, at the Audit Committee chairperson’s discretion, participate in some or all of the Audit Committee’s discussions of the related person transaction.