Take-Two Interactive

Game Co.

15 documents

Major US game publisher (Rockstar Games, 2K, Zynga). IR includes investor presentations with Net Bookings breakdowns and franchise data.

Documents

Legal

Global Code of Business Conduct and Ethics

Take-Two Interactive maintains a comprehensive framework of mandatory ethical standards designed to ensure integrity, legal compliance, and the protection of human rights across its global operations. These standards apply to all employees, directors, and third-party partners, covering a broad geographic scope that includes specific restrictions regarding sanctioned territories such as Iran and North Korea. By establishing strict protocols for non-discrimination, the protection of corporate assets, and the disclosure of potential conflicts of interest—including outside employment and romantic relationships—the organization fosters a culture of accountability. Compliance is reinforced through biennial training and a rigorous enforcement mechanism where violations may lead to termination. Corporate integrity is further supported by mandates for financial transparency and fair competition. All financial records must accurately reflect transactions, and the unauthorized disclosure of sensitive information to shareholders or the media is strictly prohibited. To prevent market manipulation, the framework forbids insider trading and establishes clear antitrust guidelines that prevent the exchange of commercial data with competitors or interference with the pricing rights of distributors. Furthermore, the organization enforces a zero-tolerance policy toward bribery, corruption, money laundering, and tax evasion. This extends to third-party agents, who must undergo due diligence to ensure all business dealings, particularly those involving public officials, remain ethical and legal. To facilitate the reporting of misconduct, a 24/7 anonymous hotline is provided, allowing for the confidential disclosure of grievances to the Chief Legal Officer or Audit Committee. Strong anti-retaliation protections ensure that individuals reporting concerns in good faith are shielded from adverse actions, though disciplinary measures apply to those who provide knowingly false information. Waivers of these ethical requirements are exceptionally rare, requiring formal approval from the Board of Directors or the Chief Legal Officer, with any executive-level exceptions disclosed publicly to shareholders to maintain institutional transparency.

diversity-inclusion employment global

Take‑Two InteractiveApr 2023

Legal

Guidelines for Directors and Board Governance June 2022

These corporate governance guidelines, adopted in June 2022, establish the structural and operational framework for a company’s Board of Directors. The primary purpose of the document is to define the responsibilities, qualifications, and ethical standards required of directors to ensure effective oversight and alignment with shareholder interests. The scope covers board composition, committee structures, and specific policies regarding executive compensation and strategic planning, adhering to regulatory standards such as the NASDAQ Marketplace Rules and the Securities Exchange Act of 1934. Key findings and mandates include a board size limited to between one and ten members, with a requirement that at least two-thirds of directors be independent. The governance structure relies on four standing committees—Executive, Audit, Compensation, and Corporate Governance—each governed by written charters. The guidelines emphasize rigorous independence standards, requiring that the Corporate Governance Committee affirmatively determine the absence of material relationships between independent directors and the company. Furthermore, the board must conduct annual self-evaluations and dedicate specific sessions each year to strategic planning and senior management succession. The document also outlines strict financial and ethical accountability measures. A clawback policy allows the board to recover improperly awarded incentive compensation from executives if payments were based on erroneously reported financial results due to fraudulent or illegal conduct. Additionally, director qualifications are explicitly defined in an annex, prioritizing integrity, diversity, and financial literacy. To align interests with stockholders, the guidelines mandate that a portion of director compensation be provided in company equity. The board maintains the authority to limit outside directorships held by its members to prevent conflicts of interest or time commitment issues.

employment diversity-inclusion global

Take-Two InteractiveJun 2022

Legal

Conflict of Interest Guidelines for Directors: June 2022

The Conflict of Interest Guidelines for Directors, adopted by Take-Two Interactive Software, Inc. in June 2022, establish a formal framework for ethical conduct and accountability among the members of the Board of Directors. The primary purpose of these guidelines is to help directors recognize and navigate ethical risks, particularly situations where personal interests might interfere—or appear to interfere—with the interests of the company and its subsidiaries. The scope of the policy covers all directors, including those who also serve as officers, and extends to their immediate family members as defined by NASDAQ regulations. Key provisions prohibit directors from exploiting corporate opportunities for personal gain, competing with the company, or using company property and information for non-business purposes. The guidelines set specific thresholds for gifts, generally limiting acceptable items to those with a de minimis value of $150 or less, provided they are customary and related to unique life events. Furthermore, directors are required to maintain strict confidentiality regarding non-public information and must provide annual disclosures of all material outside business interests, including positions held in other public or private companies. The policy emphasizes transparency and reporting, mandating that potential conflicts be disclosed immediately to the Chairman of the Board or the Corporate Governance Committee. While the Board may waive certain conflicts through a majority vote of disinterested directors, such waivers must be publicly disclosed in compliance with SEC and NASDAQ rules. To foster a culture of honesty, the guidelines include non-retaliation protections for those reporting questionable behavior in good faith and empower the Board to take disciplinary actions to deter wrongdoing and ensure adherence to these standards.

employment salary global

Take-Two InteractiveJun 2022