Overview
An ethical business culture is a key aspect of our commitment to making a positive social impact. Our Code of Conduct and associated policies clearly set out the values and standards we expect from each other. We have appropriate mechanisms to address any instance when we fall short, which fortifies our good governance and fosters a culture of transparency and accountability. We respect the right of every individual to data privacy and work intensively to become fully compliant with GDPR by 25th May 2018. We also partner with associations that aim to make a positive difference in the areas of professional integrity, anti-piracy and fraud.
Highlights
Policies & Guidelines
Ulrika Wester, Group Compliance Officer
During 2017, every major MTG policy was reviewed. Why – and what was the result?
We completed a comprehensive internal audit that identified some shortcomings in MTG’s policy framework which also prompted us improve our governance structure. In response, we’ve established a new Group Steering Documents Framework, which has been approved by MTG’s Board of Directors, and for which MTG’s Group Legal and Compliance Function holds overall governance responsibility.
What does this framework include?
The Group Steering Documents Framework has three components. First, a new Code of Conduct presents MTG’s principles and values in terms that are easy to understand. Every MTG employee, including employees of entities in which MTG exercises decisive control, is required to sign this document.
In turn, the Code forms the basis for seven Group Policies and several Directives. The Group Policies cover anti-bribery and corruption, asset protection, competition, corporate responsibility, data protection, insider trading and people, and define how we act in these important areas. The Directives are deep dives into specific topics and complement the Group Policies.
This is a major step forward in structure and clarity, and will enable us to drive a more aligned and effective approach to business ethics across MTG.
What does the Code of Conduct say?
The Code is a practical guide to how we do (and don’t do) business. It reflects MTG’s ambition to be the employer, supplier and partner of choice in the entertainment industry, and sets out what we expect from each other. The Code also expresses our four values: smart, bold, fun and engaging.
Does the new Code of Conduct differ from the previous one?
The purpose of the Code – to present our principles and values – is unchanged. The biggest difference is in how we achieve this. I think the new Code is more accessible and much easier to read, and it feels in line with what you would expect from a leading digital entertainment company. There are also clear explanations of how we should act if something at MTG isn’t what it should be.
How should employees act in such a situation?
MTG promotes a culture of openness, responsibility and accountability. We want everyone to feel comfortable about raising concerns, including possible violations of our Code of Conduct, without worrying about retaliation.
We encourage employees to speak up as early as possible. This can be through a manager or the manager’s manager, and at any time employees can also use our whistleblower procedures, which are clearly described in the Code. MTG offers an independent, confidential and anonymous reporting system via a free phone number or online. Every report will be investigated appropriately and, if required, on a confidential basis. At MTG, zero violations were reported via these procedures in 2017.
How many employees have signed the Code? How will signing work in the future?
The Code was launched in Q4 2017, and 79% of employees had signed by the end of the year. We are working with local management teams to secure the signatures remaining. In the future, Human Resources will ensure that all new staff sign the Code.
How does MTG work with anti-bribery and corruption?
We operate a Gift & Hospitality Register that aims to protect our people from allegations of bribery or improper financial conduct. Employees must get approval from their line manager, and in some cases MTG’s Group Compliance Officer, for gifts and hospitality valued above certain limits.
In 2017, zero cases of bribery or corruption were reported via MTG’s whistle-blower procedures. As noted, we’ve updated our Anti-Bribery & Corruption Policy, and we’re aiming to launch a mandatory e-learning on this topic for our employees in 2018.
What are your targets for 2018?
Our ambition is to launch a Code of Conduct e-learning, complemented with face-to-face compliance training for selected managers. It’s great that so many people at MTG have now signed the Code, and we want to capture this engagement and ensure we continue living up to the highest ethical standards.
GDPR
On 25 May 2018, the General Data Protection Regulation (GDPR) comes into force across the European Union. Why is this important for MTG?
Cathrine Abadji: People are increasingly aware of data privacy questions, and GDPR makes the rights of individuals and the responsibilities of companies in this area more prominent. MTG is a technology-driven, consumer-focused business, and that means we need to take data privacy very seriously and always respect the rights and freedoms of individuals. If data really is the new oil, we can’t spill it.
Dimitrios Stergiou: GDPR doesn’t mean we can’t recommend movies to you on Viaplay anymore. It simply ensures that everyone can use digital services in a more informed and empowered way. For example, you can ask to see – or remove – all the data a company holds about you.
We see GDPR first and foremost as an opportunity to improve our processes, to reinforce our information security posture, and to become even more transparent and responsive towards our customers. Of course, there’s a lot of work involved in ensuring we fully realize these benefits.
Cathrine Abadji, Legal Counsel and Data Protection Officer & Dimitrios Stergiou, Chief Information Security Officer
What are we doing to ensure MTG is fully compliant with GDPR?
Cathrine: We began in February 2017 with a readiness assessment conducted by Deloitte to assess the maturity of key data privacy processes across MTG’s business areas and functions. Based on this analysis, we developed a GDPR roadmap and appointed 25 data protection managers (DPMs) and 12 HR representatives to lead the local implementation of GDPR project plans. The DPMs have been trained by the central project team (led by me, Dimitrios and MTG’s Chief Compliance Officer together with two implementation leads), and we’re working together intensively together to get ready for 25 May. We also completed a GDPR introduction for most major MTG management teams to ensure the DPMs have the resources they need.
What are our biggest challenges?
Cathrine: The first is a combination of volume and decentralisation. Compliance starts by mapping our data processes and assets, for which we’re using the OneTrust tool, and by the end of 2017 we’d mapped over 500 processes and over 800 assets. And the second challenge is maturity. Data security awareness can vary between MTG’s digital-first companies and our traditional businesses where IT has a different function. We’re addressing both these challenges by working as systematically and pedagogically as possible.
Did we have any data breaches during 2017? How did we handle them?
Dimitrios: There were no data breaches at MTG in 2017. We have a clearly defined crisis management framework to manage any such situation – a core team makes an initial assessment and coordinates external and internal activities, while an operational team deals with the actual breach. We conduct regular training where we make sure people know how to handle these scenarios.
How we will keep our data as safe as possible in 2018?
Dimitrios: There are many technical approaches to data security, but nothing beats effective education. Right now, phishing is the most common type of attack for many organisations, and we launched a phishing e-learning for all MTG employees in December 2017. We try to communicate as much as we can, through trainings, workshops or even something as simple as regular blog posts.
Cathrine: I think this is the key to success with GDPR too. This isn’t something we do today and then forget about on 25 May – GDPR will shape our business and the way we engage with our customers. It’s a way of thinking, and that’s about education as much as legislation.
How we govern
Modern Times Group MTG AB is a Swedish public limited liability company. The company’s governance is based on the Articles of Association, the Swedish Companies Act, the listing rules of Nasdaq OMX Stockholm, the Swedish Code of Corporate Governance, and other relevant Swedish and international laws and regulations.
Shareholders
Our valuable investors who can exercise their right to decide on issues affecting the company and its operations at the AGM.
The AGM
The AGM is the highest decision-making body, where MTG shareholders vote on various resolutions, sign off the accounts, elect MTG’s Board of Directors, appoint External Auditors, and may make other proposals. Proposals must be submitted in writing at least seven weeks before the AGM.
Nomination Committee
The Nomination Committee evaluates the Board of Directors’ work and composition (the Board), submits proposals to the AGM regarding the election of the Board, the Chairman of the Board and Auditors, prepares proposals regarding fees paid out to the Board and the Auditors as well as proposals for the Chairman of the AGM. Additionally, the Committee prepares proposals for the administration and order of appointment of the Nomination Committee for the AGM.
External Auditors
The External Auditors examine the Annual Report and financial accounting, the Board’s and CEO’s administration and perform other tasks. The External Auditors report their findings to the shareholders in an Auditor’s Report which is presented to the AGM. The auditors also report detailed findings at each of the Audit Committee’s ordinary meetings and to the full Board as necessary.
Board of Directors
The Board of Directors comprises six non-executive directors, all of which are independent of the Company and its management and five are independent of the major shareholders. The Chairman of the Board is independent of both the Company and the major shareholders. The Board also governs MTG’s Corporate Responsibility. The Remuneration Committee appointed by the Board is responsible for issues related to salaries, pension plans, bonus programmes, providing advice on long-term incentive schemes, the Guidelines for Remuneration, remuneration programs, the structure and levels of remuneration at MTG as well as the employment terms of senior executives at MTG.
Audit Committee
The Audit Committee focuses on financial reporting accuracy, accounting policy changes, internal controls, risk assessment, auditor qualifications and independence, adherence to regulations and transactions with related parties. The Internal Auditors are responsible for the evaluation of risk management and internal control activities and report the result of these reviews to the Audit Committee.
CRAG
The Corporate Responsibility Advisory Group (CRAG) was established in 2013 to support the Board of Directors on corporate responsibility topics. The Group meets three times a year and consists of two members of the Board of Directors. MTG’s President and CEO, one member of the Executive Management team, the Group General Counsel and the Head of Corporate Responsibility report and are part of the CRAG meetings. The CRAG has overall responsibility for the Group’s corporate responsibility strategy, agenda and practices, including issues relating to human and labour rights, anti-corruption and environmental performance. The group reports their findings to the Board of Directors.
Executive Management
The Executive Management team is in charge of day-to-day implementation of the business strategy and corporate responsibility.
Global Corporate Responsibility Team
The Global Corporate Responsibility Team drives MTG’s corporate responsibility strategy. The team implements a cross-functional corporate responsibility agenda and processes, monitors and reports on progress, and communicates various activities. The team reports to the CRAG.
Local Business
Local CEOs ensure that MTG’s corporate responsibility strategy is implemented and forms an integral part of our various businesses. Each country has an appointed corporate responsibility representative and a green ambassador who works as a link between the Global Corporate Responsibility Team and the local operations.
Memberships in associations
Strategic Association Memberships
As a global digital entertainer, MTG maintains memberships in industry associations, national and international organisations and additional bodies. Of these memberships, the following are considered strategic and/or significant to our business:
AAPA
The Audiovisual Anti-Piracy Alliance (AAPA) is a European organisation addressing media piracy issues. The activities of the AAPA include information sharing between members and dialogue with EU institutions to promote effective anti-piracy legislation.
ABBRO
The Association of Bulgarian Broadcasters (ABBRO) is a non-governmental body representing TV and radio operators in Bulgaria.
ACT
The Association of Commercial Television in Europe (ACT) represents the interests of leading commercial broadcasters in 37 European countries. ACT engages with EU institutions to achieve a balanced and appropriate regulatory framework that encourages investment and growth in the media sector.
COBA
The Commercial Broadcasters Association (COBA) is an industry body for UK-based multi-channel broadcasters in the digital, cable and satellite television sector and their on-demand services.
EDRA
The European Digital Radio Alliance (EDRA) is supported by the European Broadcasting Union and has the goal of making digital radio the standard and preferred choice of listeners across Europe.
egta
The European Group of Television Advertising (egta) aims to support television and radio sales houses in monetising audio and/or audiovisual content through advertising solutions, regardless of device or platform.
ESIC
MTG’s ESL and DreamHack are both members of the Esports Integrity Coalition (ESIC), a non-profit association established in 2015 by key esports stakeholders to deal with integrity issues in esports, particularly match manipulation and betting fraud.
FWC
The Freewheel Council for Premium Video (FWC) is a global advocacy group that represents businesses working with premium video content and advertising.
Kontakta
Kontakta is a Swedish industry association for companies and organisations that work with customer service and telemarketing.
MESA
Based in the US, the Media & Entertainment Services Alliance (MESA) aims to advance new technologies that enable the digital transformation of media and entertainment.
MPAA
The Motion Picture Association of America (MPAA) serves as the voice and advocate of the American motion picture, home video and television industries.
NCP
Nordic Content Protection (NCP) is a cross industry Nordic body focused on addressing piracy through engagement and intelligence sharing with enforcement agencies.
Norsk Presseforbund
Norsk Presseforbund (NR), or the Norwegian Press Association, is a joint body for Norwegian mass media that aims to promote ethical standards and professional integrity, and to strengthen and protect freedoms of speech, media and information.
Reklamombudsmannen
Reklamombudsmannen (RO), or the Swedish Advertising Ombudsman, is a self-regulatory organisation. RO handles complaints about advertising, assesses whether commercial advertising is following the Consolidated ICC Code, and provides information, guidance and training in the field of ethical marketing.
Responsible Media Forum
The Responsible Media Forum is a partnership between leading global media companies. The forum collaborates on sustainability issues, identifying and acting on social and environmental challenges facing the sector.
TV-Folket
TV-Folket is an industry group comprising all commercial broadcasters in Sweden. Key issues for the group include anti-piracy, the position of public service broadcasting, net neutrality and content distribution.
WESA
In 2016, MTG’s ESL helped found the World Esports Association (WESA). Based on similar traditional sports associations, WESA aims to further professionalise esports by introducing elements of player representation, standardised regulations and revenue shares for teams.
WorldDAB
WorldDAB is a global industry forum aiming to facilitate the adoption and implementation of broadcast digital radio based on DAB/DAB+ standards.
Our stakeholder engagement
MTG’s stakeholders consist of all the people and organizations that may be affected by our business – and those that in turn affect us as a company. It goes without saying that their input guides us in the right direction, and that our stakeholders are therefore key to our success.
We engage with stakeholders as part of our everyday business, and continuously involve them in our corporate responsibility activities and goal-setting processes as part of our materiality assessment. We have identified our stakeholder groups through a mapping and analysis process. This process includes all people and organizations that may be affected by our business. This engagement aims to achieve shared goals of common interest. As we continue our digital transformation, we will continue the integration of our digital ventures into our business and include them in our new materiality analysis, which will be conducted during the second half of 2018.
Our corporate responsibility strategy and focus areas are consequently based on stakeholders’ input. We use our social media channels, intranet, web and in-person meetings to broaden the conversation around our ongoing corporate responsibility work and to strengthen our feedback processes even further.
Customers
B2C: video streaming and linear TV viewers, users of our digital video networks, radio listeners, esports participants and enthusiasts; and B2B: media agencies and corporations.
Day-to-day engagement methods: Free-TV: focus groups, attitude research, social media, viewing figures and audience appreciation index. Pay-TV: customer support channels and social media. Radio: listener hotlines, competitions, websites, blogs and social media. B2B: direct dialogue.
Key issues: Health, safety and security, transparent and credible dialogue, content quality.
Shareholders
Day-to-day engagement methods: Annual General Meeting, Annual Report, Corporate Responsibility Report, quarterly reports, press releases, Environmental Social Governance (ESG) roadshows and conferences.
Key issues: Responsible advertising, content quality and accessibility.
The Board
MTG’s Board of Directors.
Day-to-day engagement methods: Board of Directors meetings.
Key issues: Data protection and privacy, equality and diversity, effective anti-corruption management.
Employees
Our team members.
Day-to-day engagement methods: Annual employee survey, intranet, newsletters, policies and guidelines, meetings and daily dialogues.
Key issues: Content quality and accessibility, transparent and credible dialogue, data protection and privacy, valuing creativity, work-life balance, skills management, diversity and equality.
Suppliers
The companies whose products and services we buy.
Day-to-day engagement methods: Continuous dialogue, supplier principles and self-check document.
Key issues: Compliance with our requirements.
NGOs
The non-governmental organizations with which we work.
Day-to-day engagement methods: Continuous dialogue (locally and centrally).
Key issues: Equality and diversity, health, safety and security, community engagement.
Regulators
Ofcom and other authorities that set the rules for what we do.
Day-to-day engagement methods: Continuous dialogue with the compliance and legal teams.
Key issues: Product safety and compliance (regulatory and legal), child and minor protection, responsible advertising, content accessibility and impact awareness.
Industry
Our peers and colleagues.
Day-to-day engagement methods: Quarterly industry forums, the Responsible Media Forum and continuous dialogue with colleagues and other professionals.
Key issues: Data protection and privacy, human rights and environmental impacts, United Nations Sustainable Development Goals (SDGs).
Trade Associations
Memberships in associations through which we engage on issues relevant to the audiovisual sector including legislative proposals at EU and national level. We are members of the Association of Commercial Television (the “ACT”), “EGTA” the Brussels-based trade association of television and radio sales houses that market the advertising space of both public and private broadcasters across Europe, as well as the UK’s Commercial Broadcasters Association “COBA”.
Day to day engagement methods: Face to face meetings, Task Force calls, association events with key stakeholders including political institutions and regulators.
Key issues: Digital Single Market initiatives including the revised Audiovisual Media Services Directive, Copyright Directive, Broadcaster’s Regulation, ePrivacy Directive, platform regulation, fake news, child and minors protection and advertising.
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Value chains
As a global digital entertainer, we offer a wide range of products and services for multiple markets across a broad range of distribution channels. But even though we are many brands, we are one organization. That means we follow the same processes and work towards the same goal: to create value for our customers, partners, employees and shareholders, as well as for society as a whole.
To illustrate and explain the development of our transformation we have divided our business into three value chains: digital entertainment (that includes free-TV, pay-TV and digital video content), esports (DreamHack and ESL) and online gaming (InnoGames and Kongregate).
Digital Entertainment
Esports
Online Gaming
Buying
We work with many types of suppliers to ensure we have what we need to run our business. Core suppliers include major Hollywood studios and sports rights providers, as well as local studios and channels. Set-top-box hardware producers are also included in this category. Our online gaming company InnoGames buys games from a variety of global games developers. Non-core suppliers, meanwhile, include office equipment and IT vendors.
Creating
Before content or games can be published or distributed, many departments and teams need to be involved. Some play a direct role, while others facilitate. In the process of digital entertainment this covers everything from development, production, acquisition and scheduling to compliance, marketing and broadcasting. In online gaming the process is similar: development, production, soft launch and testing, marketing and launch. However, the life cycle of a game is prolonged through new updates in game features and events. Our esports companies produce the content at our ESL and DreamHack tournaments and events.
Selling and supplying
We make our content available to customers on our free-TV and pay-TV platforms, streaming services as well as on radio networks. We supply advertising space to media buyers, businesses and charities. We also produce programmes for other broadcasters. Online games are available for free on our gaming platforms and through mobile and social media apps; in-game purchases are made if the player wishes. Our esports companies are the owners of the distribution rights of our tournaments and festivals and sell these to external distributors (networks & platforms). At the events and festivals, we supply advertising space and opportunities to brand partners and advertisers. There are a variety of possibilities to promote products at different stages of the value chain.
Broadcasting and streaming
We make our content available via multiple broadcast and streaming platforms. MTG operates free-TV and pay-TV platforms in the Nordic region and in markets in Central and Eastern Europe. Our streaming services Viaplay (subscription) and Viafree (free) offer content on demand through smart TVs, mobile apps and additional access points. Esports enthusiasts can watch our own esports channel, available on our platforms, but the events and festivals can also be watched on third party platforms and streaming services.
Dialogue
We have an ongoing dialogue with all our stakeholders to improve our products and services. This dialogue includes focus groups, surveys and interviews, and ensures we give our audiences exactly what they want, while offering our business customers opportunities to strengthen their brands. This input is channeled back to our content creation (development and production), marketing, purchasing and events teams to ensure we continue to offer inclusive, accessible and responsible content, games, events and festivals.
Events
Our esports companies, ESL and DreamHack arrange and host events, tournaments and festivals, which attract professional players and esports enthusiasts.