UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  04/25/2012
 
Discovery Communications, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-34177
 
Delaware
  
35-2333914
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
One Discovery Place
Silver Spring, Maryland 20910
(Address of principal executive offices, including zip code)
 
240-662-2000
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 5.05.    Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
 
On April 25, 2012, the Board of Directors of Discovery Communications, Inc. (the "Company") approved and adopted a revised Code of Business Conduct and Ethics (as revised, the "Code of Ethics"). The revised Code of Ethics: (i) makes the Code of Ethics more user-friendly for employees; (ii) references other Company policies relating to compliance; and (iii) otherwise enhances the guidance for employees, officers, and directors on compliance with law and Company policy.

A copy of the Code of Ethics is attached as Exhibit 14.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
           
Discovery Communications, Inc.
 
 
Date: April 30, 2012
     
By:
 
/s/    Bruce Campbell

               
Bruce Campbell
               
Chief Development Officer and General Counsel
 
 


 

EXHIBIT INDEX
 
Exhibit No.

  
Description

EX-14.1
  
Discovery Communications, Inc. Code of Ethics

Section 1: Introduction

We have a passion for Quality in all of our brands and content

We celebrate and promote Creativity

Quality and creativity are at the heart of everything we do. These values drive our business and set us apart in our industry.

Creativity demands change. It requires us to question accepted standards and explore new alternatives. But there is one important part of Discovery that will not change: our commitment to doing business with the highest ethical standards.

Quality means operating in a way that is consistent with our brand and mission. A single ethical violation can overshadow the great work we do at Discovery every day. We owe it to ourselves, our colleagues and our viewers to conduct business in a way that is consistent with our values.

Why do we have a Code?

Discovery's reputation, the quality of our work environment and our ability to create value for our stockholders are inherently tied to the way we do business. The Code reflects the fundamental expectation that we operate with integrity in all of our business activities. It also contains basic principles and practical guidance on topics that can have significant legal and ethical consequences if handled incorrectly.

Who should follow the Code?

The Code applies to all Discovery employees, officers and directors, to all of our divisions and subsidiaries around the globe and to those joint ventures that are subject to the Code. We prefer to do business with people who share our values and thus expect our contractors and business partners to comply with similar ethical and legal standards as the ones outlined here.

Where does the Code apply?

The Code applies everywhere we do business. It applies in our buildings and facilities as well as to all work-related activities, including offsite team events and business trips. In other words, it applies any time you represent Discovery.

How should I use the Code?

We are all responsible for full compliance with the Code and any applicable laws and regulations. Use the Code as a set of general guidelines for how you do business and consult it when you have questions in your day-to-day business activities.

The Code does not replace other, more detailed Discovery policies, which generally can be found on the One Discovery Portal and it does not anticipate every situation. This means there may be further global policies that underpin the Code and local policies specific to your work location that also apply.

If you face an ethical or legal issue and cannot find an answer in the Code, think through possible actions. Ask yourself:

If your preferred course of action does not comply with Discovery's policies or the law, do not take that action-even if you think it would help Discovery!

If you are still not sure what to do, there are a number of resources you can consult for guidance, including:

What happens when someone violates the Code?

Anyone who violates the Code may be subject to disciplinary action, up to and including termination of employment. In some cases, certain violations may result in civil or criminal penalties for you, your supervisor or Discovery.

 

Section 2: Working with Discovery's Values

We operate with Integrity in all business dealings

We are all expected to demonstrate high standards of honest and ethical conduct.

In addition to any specific laws or policies that apply to our workplace, each of us is responsible for:

Discovery and its employees have built a global brand with an unequalled reputation for quality content. Our commitment to creative and innovative programming is matched only by our steadfast commitment to honesty and integrity in everything we do.

As a business, we want to be an honest player in our relationships around the globe. This includes our interactions with governments and government officials and with other businesses. Discovery is subject to a number of laws, including anti-bribery statutes, which may prohibit payments/benefits provided to government officials or other individuals and other forms of corruption.

No Bribes

A bribe is giving or offering something of value to someone to improperly influence a decision. We do not pay or accept bribes or kickbacks or participate in corruption in any form. This is true everywhere we do business, regardless of local laws or customs.

We must not offer, promise or give anything of value to a government official or to anyone else, to gain a business advantage. Government officials include employees of any government, as well as political parties, candidates for office, employees of public organizations and employees of government-linked enterprises, including distributors and operators affiliated with the government.

Bribery is not just limited to cash payments. Bribes may include:

Discovery's position on anti-bribery applies to you and anyone acting on our behalf. We must take care in selecting agents and others who may be authorized to act on our behalf, to ensure that there is no indication that they may pay a bribe in the course of their business dealings. You should never ask an agent, intermediary or another third party to do something that the Code prohibits you from doing.

Gifts and Entertainment

Gifts and entertainment can be powerful tools to strengthen business relationships, but there are important restrictions on how we provide and receive them. We will not give or accept gifts or entertainment that could be seen as a bribe or kickback or are in exchange for a business advantage. It is essential to engage in careful review of any gift or entertainment, and in particular for a government official, and to refer to the Prohibited Payments Policy and any local compliance policy in your country, available on the One Discovery Portal .

Guidance on Gifts:

Guidance on Entertainment:

Q: In the country where I work, it is customary to provide small gifts when doing business. How can I make sure I handle this appropriately, both giving and receiving gifts?

A: Offering or receiving occasional gifts may be appropriate to strengthen relationships or comply with local customs. Discovery permits giving or receiving gifts, as long as they comply with our policies and are not given to obtain or retain business or secure an improper advantage. Gifts should never create the appearance that the giver is entitled to preferential treatment, an award of business, or other business advantage. If in doubt, consult the Legal Department and consider whether the gift would embarrass Discovery, the recipient, or the giver if disclosed publicly. Gifts of cash or cash equivalents (e.g., gift vouchers) should be avoided, as should gifts that the giver knows are prohibited by the recipient's organization.

 

Conflicts for Discovery

Each of us is responsible for acting in Discovery's best interest and avoiding situations where our own interests might conflict with what is right for Discovery.

Conflicts of interest typically occur when you take actions or have interests that make it difficult for you to perform your work objectively and effectively. These can include:

It is important to use good judgment and to disclose any potential conflicts to your Human Resources representative or to the Legal Department so they can be addressed. If you have questions, please review the Conflicts of Interest Policy on the One Discovery Portal .

Conflicts for Others

Our business associates are usually subject to similar policies on giving and accepting gifts. Please be mindful of this and proceed appropriately when offering or providing gifts, entertainment or other benefits.

In addition to avoiding personal conflicts of interest, we also must avoid creating conflicts of interest for others. For instance, do not offer or give a business partner something that benefits them personally. Discovery encourages discretion and moderation.

Q: My wife is a freelancer who occasionally provides services to Discovery. She charges market rates and there has never been a question about the quality of her work product. Is there any issue with assigning her to work on a project that I oversee?

A: Sending business to a family member can create a conflict of interest. Even though you know the work is high quality and provided at market rates, you should not be involved in a decision to select a family member for a business assignment. There may be a way to address the potential conflict by, for example, asking your supervisor or another colleague to select the vendor for the work and oversee the contract. This type of conflict requires both disclosure and review in accordance with the Conflicts of Interest Policy .

 

We have an empowering work environment that fosters Respect for each other and our clients

Discovery is a global company that works together across cultures and ethnicities. For us, diversity starts with representing, understanding and valuing the global perspectives of our employees, viewers, communities and suppliers.

We are committed to being an employer of choice - not just a good place to work, but a great, diverse and inclusive place to work. Discovery values and supports the unique life style, experience and point of view each employee brings to the work place. To that end, Discovery strives to recruit and maintain a workforce that meaningfully represents the diverse and culturally rich audiences we wish to attract and serve.

Discovery is committed to maintaining a safe and respectful work environment for our employees. A safe work place is violence-free. Discovery will not tolerate any level of violence or the threat of violence in the workplace. Weapons are not allowed in the workplace or on work grounds, consistent with local law. If you know of or suspect incidents or threats of workplace violence, you must immediately report your concerns to your Human Resources representative, your supervisor, or to Corporate Security, if necessary.

A respectful workplace is about more than compliance with the law. It is a working environment where people are treated honestly and professionally and valued for their unique talents and ideas. It is also a workplace that is free of inappropriate behavior of all kinds. Incidents of harassment and inappropriate behavior will not be tolerated.

Did you know?

Discovery's policies-and, in many cases, the law-prohibit harassment and discrimination that is based on protected characteristics. These include:

    • Age
    • Sex
    • Race
    • Color
    • Religion
    • National or ethnic origin
    • Gender identity or sexual orientation
    • Disability
    • Veteran status
    • Any other characteristic protected by law

Harassment

We are committed to providing a work environment that is free from harassment. Harassment is unwelcome conduct toward an individual based on protected characteristics that:

Harassment is against the law in the U.S. and in many other countries. Examples of harassing conduct that violate our policies and may violate the law include:

Sexual Harassment

Sexual harassment is harassment that is based on a person's sex or that is sex-based behavior. Unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature constitute harassment when:

If an employee feels that he or she has been harassed on the basis of any protected characteristic they should immediately report the matter to their Human Resources representative or the Legal Department. Once the matter has been reported it will be promptly investigated and any necessary corrective action will be taken where appropriate. All complaints of harassment will be handled in a discreet and confidential manner as is possible under the circumstances. Discovery prohibits retaliation against any individual who in good faith reports harassment or participates in the investigation of such reports.

If you have any further questions, please consult the Anti-Harassment Policy on the One Discovery Portal .

Q: I work in an open-plan office and I frequently overhear one of my male colleagues making derogatory comments about one of our female coworkers. The way he talks to her makes me uncomfortable, but I feel like it is none of my business and she would speak up if it bothered her.

A: The Code says that every one of us is expected to contribute to a working environment where people are treated honestly and professionally and valued for their unique talents and ideas. Your coworker should not be speaking to someone in a derogatory way-and since you're aware of the situation, you have a responsibility to help correct it. Try talking to your coworker, and asking him to stop. If this doesn't work, or if you don't feel comfortable approaching him directly, talk to your supervisor or another resource, such as your Human Resources representative. Everyone on your team will benefit from stopping this kind of behavior.

We strive for excellence and Profitability

As a public company, Discovery is subject to extensive and complex accounting requirements. Beyond meeting our legal and regulatory requirements, our business and financial records provide the data to help us make good decisions. All of Discovery's books, records, accounts and financial statements should be maintained in reasonable detail, should accurately reflect Discovery's transactions and should conform both to applicable legal requirements and our systems of internal controls.

Fraud of any kind hurts our profitability and may result in financial and criminal penalties for you, your supervisor and/or Discovery. Fraud takes away from our collective efforts to build Discovery and our brands. It can harm our reputation, particularly when it involves our business partners. The following activities may constitute fraud and are prohibited:

In the course of your job, you may become aware of information about Discovery or another company that is not publicly available. This information is considered

"material" if it would be likely to affect our stock price, or if a reasonable investor would consider it important in making a decision about whether to buy, hold or sell our stock.

Positive, negative or uncertain information may be material, including:

Treat material inside information as confidential unless you are certain that it is publicly available to all investors. Share the information with other employees only on a limited, "need to know" basis, and never share it outside of Discovery.

If you have inside information, do not trade securities such as stocks or bonds on the basis of that information, including:

Insider trading and tipping are civil and criminal violations of law. Transactions that you may think are necessary or justifiable for independent reasons (such as the need to raise money for an emergency situation) are no exception.

If you have questions about a specific situation, consult the Insider Trading Policy on the One Discovery Portal or contact the Legal Department.

Q: I was recently at a meeting at another company and overheard some interesting information about their business planning. Is there any issue with me buying that company's stock, given that I am sure that their stock will go up once information is announced?

A: The information you overheard could constitute material non-public information and you could be violating Discovery's Insider Trading Policy , and potentially the law, if you trade in that company's securities. Our policy applies both to information you learn about Discovery, and information about other companies that you learn in the course of your job at Discovery.

It is important to protect the facilities, networks, systems, equipment and ideas that drive our business. Theft, waste and misuse hurt us all.

We are each personally responsible for safeguarding Discovery's assets and making sure that they are used responsibly and appropriately. For example:

Discovery's assets include:

    • Time at work
    • Work product
    • Intellectual property, like trade names, patents, trademarks, copyrights
    • Financial assets, like cash, corporate credit cards, funds and accounts
    • Equipment, tools and supplies
    • Buildings, sites and communication systems
    • Information and ideas
    • Computers and software
    • Technology

Just as we need to protect Discovery's assets, we also need to be mindful of assets that belong to others. For instance:

If you are not sure whether you can ethically use or receive certain types of information, check with the Legal Department.

Discovery has authorized some employees to speak publicly on its behalf-for instance to the media or through participation in press conferences, public forums, speeches or panels.

Employees who are not specifically authorized to speak for Discovery should avoid taking actions that might make it appear as if they are making statements on Discovery's behalf. Please do not:

In addition, always exercise discretion, thoughtfulness and respect for your colleagues and Discovery's audience, partners and competitors.

For more information, consult the Press, Media and Other Public Communications Policy on the One Discovery Portal .

Q: Social media is a big part of my life. Are there any Discovery guidelines that I need to follow?

A: As a Discovery employee, you are encouraged to engage with our brands and businesses online - for instance, using an image from one of our shows as your Facebook cover photo, updates about our shows on Twitter, or "liking" and "sharing" exciting news. But you should never discuss or disclose any information about Discovery that is not public knowledge or that could disparage Discovery or its interests. This extends to all social platforms, whether or not your account is public or private.

When using your personal accounts, you can identify yourself as a Discovery employee, but please do not include the company or its brands in your username or any images you use unless Corporate Communications has given approval. You are also encouraged to indicate that "opinions are my own" in your profile. For more information, please see the Press, Media and Other Public Communications Policy on the One Discovery Portal and/or contact Corporate Communications or the Legal Department.

Discovery's business is built on our creative content and innovative ideas. These have real value and contribute directly to our profitability. It is important to be careful with our information and trade secrets and to avoid disclosing them prematurely or to the wrong people. Once a disclosure has happened, it cannot be undone.

If you work with or handle confidential information, you are responsible for protecting it. For example:

If you have questions about what precautions are necessary, ask your supervisor or the Legal Department.

Your responsibility to protect our confidential information extends beyond your time at Discovery. You are not permitted to bring confidential information to a new employer or use it for personal gain after the term of your employment. Misuse of Discovery's confidential information could result in significant consequences.

Be thoughtful and follow Discovery's policies for disposing of your electronic and physical records, recycling paper and other materials where appropriate.

Always follow Discovery's document retention policies. Never hide, destroy or conceal financial information or any other records that are the subject of litigation or an investigation. Doing so can subject both you and Discovery to serious penalties. If you have questions, please consult the Document Management and Retention Policy on the One Discovery Portal.

Discovery is a Responsible Corporate Citizen

Building on the mission-driven content that is at our core, Discovery is committed to making a positive difference in people's lives by acting as a responsible corporate citizen. We promote, encourage and support a diverse range of corporate social responsibility activities through which we can make an impact, such as:

For additional information on Discovery's corporate social responsibility activities, please visit the Discovery Impact website, which can be accessed via the One Discovery Portal .

Discovery Channel Global Education Partnership (DCGEP)

DCGEP is dedicated to using the power of television in under-resourced schools around the world to improve student learning, teacher effectiveness, access to information and community involvement in the schools. For over a decade, DCGEP has delivered educational opportunities to more than 700,000 children. Through partnerships with Chevron and the Coca-Cola Africa Foundation, DCGEP now operates 241 learning centers in 16 countries.

 

Discover Your Impact Day

Discover Your Impact Day is Discovery's global day of employee volunteerism taking place each year in June. Impact Day brings the Discovery family into their local communities to give back to organizations that support land, water and people, and underscores our commitment to the people and places of the world that inspire our on-air stories.

Each of us is expected to comply with applicable law and Discovery's policies. Discovery maintains global policies, designed to provide specific guidance to employees and in some cases keep us in compliance with laws. Many of these policies have been identified in the Code as resources for further guidance.

In addition to our policies, we are all responsible for meeting important legal requirements, including:

You are expected to read, understand and comply with the policies that affect your job and work location. To review our policies, please visit the One Discovery Portal.

 

 

 

 

Section 3: Speaking Up

We all play a role in creating a working atmosphere where people feel comfortable raising concerns and are not discouraged or treated badly as a result.

Raising concerns can feel uncomfortable. But it is the right thing to do. If you speak up when you suspect an illegal or unethical practice, the Company can review the situation and take steps to address it. If something unethical is occurring, putting a stop to it will benefit all of us.

Reporting resources

You might know about behavior that you believe may break the law or fall short of Discovery's standards, or you might just have a question about the best course of action in a complicated situation.

If so, there are a number of resources who can help you, including:

Maintaining our strong ethical culture depends on each us taking responsibility to speak up and voice any questions or concerns. We also expect employees to cooperate in any ongoing investigation and to be forthcoming in providing information. We will not tolerate retaliation against anyone who raises a concern in good faith or participates in an investigation.

Each of us is responsible for making sure the principles and guidelines in the Code are reflected in our culture and in our everyday decisions and actions. Remember, the Code applies to everyone who works at Discovery-no one is exempt. In the same way, no one should ask you to break the Code, and you should report any request to engage in illegal or unethical activities immediately.

Manager Responsibility

Managers set the tone for their teams, so we expect a lot from our supervisors. They should:

For more information about the Ethics Hotline and Discovery's process for handling allegations of non-compliance, consult the Ethics Hotline and Policy on Handling Allegations of Non-Compliance on the One Discovery Portal .

 

APPENDIX
ETHICS HOTLINE AND INTERNATIONAL ACCESS CODES

TOLL-FREE NUMBER FOR ETHICS HOTLINE

(800) 398-6395

Internationally, employees will need to provide a country-specific access code to complete the toll-free call using the number above:

Argentina

Telecom: 0 800 555 4288

Telefonica: 0 800 222 1288

Japan

IDC: 00 665-5111

JT: 00 441-1111

KDDI: 00 539-111

Australia

Optus: 1-800-551-155

Telstra: 1-800-881-011

Mexico

01-800-288-2872

Brazil

0800 890 0288

Netherlands

0800-022-9111

China

North: 108-888

South: 108-11

Norway

800-190-11

Denmark

8001-0010

Poland

0-0-800-111-1111

France

0800-99-0011

Singapore

Sing Tel: 800-0111-111

StarHub: 80-0001-0001

Germany

0-800-2255-288

Spain

900-99-00-11

Hong Kong

HK Telephone: 800-96-1111

New World: 800-93-2266

Sweden

020 799 111

India

000-117

Taiwan

00-801-10-288-0

Italy

800-172-444

United Kingdom

BT: 0800-89-0011

C&W: 0500-89-0011