Codes of Conduct

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Supplemental Code of Ethics for Sr. Financial Officers

CBS CORPORATION SUPPLEMENTAL CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

CBS Corporation has a Business Conduct Statement applicable to all directors and employees of CBS. The Chairman of the Board, President and Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") and Chief Accounting Officer ("CAO") (collectively, the "Senior Financial Officers") of CBS Corporation ("CBS") are required to comply with the policies set forth therein. In addition to the Business Conduct Statement, the Senior Financial Officers are required to comply with this Supplemental Code of Ethics, the purpose of which is to deter wrongdoing and to promote:

(i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(ii) full, fair, accurate, timely, and understandable disclosure in reports and documents that CBS files with, or submits to, the Securities and Exchange Commission (the "SEC") and in other public communications made by CBS;

(iii) compliance with applicable governmental laws, rules and regulations;

(iv) the prompt internal reporting of violations of this Supplemental Code; and

(v) accountability for adherence to this Supplemental Code.

To that end, the Senior Financial Officers are subject to the following additional specific obligations:

1. The Senior Financial Officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports CBS is required to file with the SEC. Accordingly, it is the responsibility of each Senior Financial Officer promptly to bring to the attention of the CBS Disclosure Committee any material information of which he or she may become aware that affects the disclosures made by CBS in its public filings and otherwise assist the appropriate members of senior management in fulfilling their responsibilities relating to CBS’s financial reporting and disclosure controls and internal control over financial reporting.

2. Each Senior Financial Officer shall promptly bring to the attention of the CBS General Counsel (the "General Counsel") and the CFO any information he or she may have concerning significant deficiencies in the design or operation of internal control over financial reporting. Information concerning any fraud, whether or not material, that involves management or other employees who have a significant role in CBS’s financial reporting, disclosure controls or internal control over financial reporting must be promptly brought to the attention of the General Counsel, unless the fraud involves the General Counsel in which case the matter should be brought to the attention of the CEO and the CBS Audit Committee (the "Audit Committee").

3. Each Senior Financial Officer shall promptly bring to the attention of the General Counsel any information he or she may have concerning any violation of CBS’s Business Conduct Statement, including any potential conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in CBS’s financial reporting, disclosure controls or internal control over financial reporting, unless the violation involves the General Counsel in which case the matter should be brought to the attention of the CEO and the Audit Committee.

4. Each Senior Financial Officer shall promptly bring to the attention of the General Counsel any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to CBS and the operation of its business, by CBS or any agent thereof, unless the evidence of such material violation involves the General Counsel in which case the matter should be brought to the attention of the CEO and the Audit Committee.

Administration of this Supplemental Code

The Board of Directors of CBS (the "Board") or a committee thereof shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Supplemental Code by a Senior Financial Officer. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Supplemental Code, and may include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past. Any waivers of this Supplemental Code will be considered and reported in accordance with applicable law.

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