Corporate Governance | Dolphin Entertainment

Corporate Governance

SEC Filings

Board of Directors

The Board of Directors is responsible for overseeing the management of Dolphin Entertainment’s business. The Board’s goal is to enhance long-term value for Dolphin Entertainment’s shareholders and to ensure the continuity and vitality of Dolphin Entertainment’s businesses.

The Board consists of seven members, four of which are independent. We are not listed on a national securities exchange; however, we have elected to use the definition of independence under the NASDAQ listing requirements in determining the independence of our directors. Following is background information relating to Dolphin Entertainment’s Board members.

William O’Dowd, IV serves as our Chief Executive Officer and Chairman of the Board of Directors. Mr. O’Dowd also serves on the Leadership Council of United Way Worldwide, as well as on the Board of Directors of United Way of Miami-Dade County and United Way of the United Kingdom. Also, Mr. O’Dowd has served as an Adjunct Professor at the University of Miami for 21 years, teaching the business of motion pictures and television to film and communications majors. Mr. O’Dowd graduated with honors from Harvard Law School, has received a master’s degree in modern European History from Creighton University, and was named 1st-Team Academic All-American by USA Today while an undergraduate at Creighton.

Michael Espensen has served as a Director of the Company since June 2008 and is part of the Audit Committee of the Board of Directors. From 2009 to 2014, Mr. Espensen served as Chief Executive Officer of Keraplast Technologies, LLC (“Keraplast”), a private multi-million dollar commercial-stage biotechnology company. From 2009 to present, Mr. Espensen has also served as Chairman of the Board of Keraplast. While serving as Chief Executive Officer, Mr. Espensen was responsible for overseeing and approving Keraplast’s annual budgets and financial statements. Mr. Espensen has also been a successful real estate developer in San Antonio, Texas for over thirty years.

Mirta A Negrini has served as our Chief Financial and Operating Officer since October 2013and has served as Director of the Company since December 2014. She has over thirty years of experience in both private and public accounting. Between 1996 and 2013, she was a named partner of Gilman & Negrini, P.A, an accounting firm of which Dolphin Entertainment, Inc. was a client. Prior to that, she served as Controller of American International Container, Inc., an international distributor of glass and plastic containers. Ms. Negrini spent several years working overseas in the Paris, France office of American Airlines, where she served as Accounting Manager. She began her career at Arthur Andersen in Assurance service. Ms. Negrini graduated with a Masters in Professional Accounting from the University of Miami and is a Certified Public Accountant licensed in the State of Florida.

Nicholas Stanham, Esq. has served as a Director of the Company since December of 2014 and is part of the Audit Committee of the Board of Directors. Mr. Stanham is a founding partner of R&S International Law Group, LLP in Miami, Florida, which was founded in January 2008. His practice is focused primarily in real estate and corporate structuring and he has approximately 20 years of experience in real estate purchases and sales of residential and commercial properties. Since 2004, Mr. Stanham has been a member of the Christopher Columbus High School Board of Directors. In addition, he serves as a director of ReachingU, a foundation that promotes initiatives and supports organizations that offer educational opportunities to Uruguayans living in poverty. Mr. Stanham received a BA from Dartmouth College in 1990 and graduated from Georgetown University Law Center in 1994.

Nelson Famadas has served as a Director of the Company since December of 2014. Mr. Famadas is President of Cien, a marketing firm that serves the Hispanic market. Prior to Cien, he served as Senior Vice President of National Latino Broadcasting (“NLB”). NLB is an independent Hispanic media company that owns and operates two satellite radio channels on SiriusXM. Mr. Famadas was responsible for all sales, operations, programming, and marketing efforts at NLB. From July 2010 to March 2012, Mr. Famadas served as our Chief Operating Officer, where he was responsible for daily operations including public filings and investor relations. Mr. Famadas began his career at MTV Networks, specifically MTV Latin America, ultimately serving as New Business Development Manager. From 1995 through 2001, he co-founded and managed Astracanada Productions, a television production company that catered mostly to the Hispanic audience, creating over 1,300 hours of programming. As Executive Producer, he received a Suncoast EMMY in 1997 for Entertainment Series for A Oscuras Pero Encendidos. Nelson is a graduate of Harvard University where he concentrated in Economics. He also received an MBA from the Owen School of Management at Vanderbilt University.

Allan Mayer has served as Director of the Company since June 2017. Mr. Mayer currently serves as the Co-Chief Executive Officer of our subsidiary 42West, LLC (“42West”), an entertainment public relations agency. Previously, he served as Principal of 42West from October 2006 until its acquisition by our Company in March 2017. From 1997 until October 2006, Mr. Mayer was Managing Director and head of the entertainment practice at the crisis communications firm Sitrick and Company. Mr. Mayer began his professional life as a journalist, working as a staff reporter for The Wall Street Journal; a writer, foreign correspondent and senior editor for Newsweek, and the founding editor (and later publisher) of Buzz magazine. He also served as editorial director of Arbor House Publishing Co. and senior editor of Simon & Schuster. Mr. Mayer has authored two books Madam Prime Minister: Margaret Thatcher and Her Rise to Power (Newsweek Books, 1980) and Gaston’s War (Presidio Press, 1987)—and is co-author, with Michael S. Sitrick, of Spin: How To Turn The Power of the Press to Your Advantage (Regnery, 1998). In addition, he has written for a wide variety of national publications, ranging from The New York Times Magazine to Vogue. Mr. Mayer is a recipient of numerous professional honors, including the National Magazine Award, the Overseas Press Club Citation of Excellence, and six William Allen White Awards. Mr. Mayer serves on the board of directors of Film Independent and has lectured on crisis management and communications at UCLA’s Anderson School of Business and USC’s Annenberg School of Communication. Mr. Mayer holds a Bachelor of Arts degree in English from Cornell University.

Anthony Leo has served as Director of the Company since September 2018. Mr. Leo is the co-founder of Aircraft Picture, a leading independent production company that produces scripted content for kids, families and young adult audiences. Mr. Leo is a graduate of the Canadian Film Centre and Ryerson University. He was the Artistic Producer of Resurgence Theatre Company – a non-profit arts organization he co-founded - and has produced over twenty-five professional theatre productions. Mr. Leo also held the position of Professor at Ryerson University where he taught Theatre Entrepreneurship. He is a member of the Academy of Motion Picture Arts & Sciences.

Code of Ethics

Introduction

The Chief Executive Officer and Chief Financial and Operating Officer (individually, each a “Senior Financial Officer” and, collectively, the “Senior Financial Officers”) of Dolphin Entertainment, Inc. and its subsidiaries (collectively, the “Company”) are expected to conduct themselves with the highest degree of honesty and ethics when acting on behalf of the Company. This Code of Ethics has been adopted by the Board of Directors of the Company (the “Board”) to promote (i) honest and ethical conduct, (ii) proper disclosure in the Company’s periodic reports, (iii) compliance with applicable laws, rules, and regulations by the Company’s senior officers who have financial responsibilities, (iv) prompt internal reporting of violations of the Code of Ethics to the appropriate person identified in the Code of Ethics, and (iv) accountability for adherence to the Code of Ethics.

Principles and Responsibilities

In performing your duties, each of you, as Senior Financial Officers of the Company, agrees to abide by and to promote, to the best of your knowledge and ability, the following principles and responsibilities governing your professional and ethical conduct:

Honest and Ethical Conduct

You must always conduct yourself in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

Conflicts of Interest; Confidentiality; Company Assets

You should avoid conflicts of interest and immediately disclose to the Company’s Corporate Counsel any material transaction or relationship that could reasonably be expected to give rise to such a conflict. You shall maintain the confidentiality of non-public information about the Company and its customers, suppliers or other third parties, and prevent the unauthorized disclosure of such information unless required by law. In addition, the responsible use of, and control over, all of the Company’s assets and resources is entrusted to your care.

Promote Full, Fair, Accurate, Timely and Understandable Disclosure

You shall take all steps necessary to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company, including the following:

  1. carefully reviewing drafts of reports, documents or other public communications before they are filed or released to the public;
  2. establishing and maintaining disclosure controls and procedures and internal controls to ensure that the financial information required to be disclosed by the Company in its SEC filings or that is communicated in press releases or other public communications is collected, processed, summarized and disclosed fully, accurately and in a timely fashion and promptly advising your superior or the Audit Committee, if necessary, of any weaknesses or concerns with respect to such controls; and
  3. refraining from unduly or fraudulently influencing, coercing, manipulating or misleading any authorized audit and from interference with any auditor engaged in the performance of an internal or independent audit of the Company’s financial statements or accounting books and records.
Compliance with Applicable Governmental Laws, Rules, Regulations and this Code of Ethics

You must understand and take responsibility to comply with the applicable governmental laws, rules and regulations. In addition, you are accountable for your compliance with this Code of Ethics and are responsible for the prompt reporting to the Chairman of the Audit Committee of any violations of this Code of Ethics or any actions that may be about to take place that would violate this Code of Ethics.

Compliance and Accountability

The Audit Committee will assess compliance with this Code of Ethics, report material violations to the Board, and recommend to the Board appropriate action. Any violations of this Code of Ethics may result in disciplinary action up to and including immediate termination. Violations of this Code of Ethics may also constitute violations of law and may result in civil and criminal penalties for you and/or the Company.

Waiver and Amendment

Any request for a waiver of any provision of this Code of Ethics must be in writing and addressed to the Audit Committee. Any waiver of this Code of Ethics or any amendment to this Code of Ethics relating to the Senior Financial Officers will be disclosed on Form 8-K or on the Company’s website within four business days following the waiver or amendment or by any other means approved by the Securities and Exchange Commission. Amendments to this Code of Ethics must be approved by the Board.

The Company reserves the right to modify, revise or alter any policy, procedure or condition related to this Code of Ethics at its sole discretion and at any time without notice. The contents of this Code of Ethics do not constitute the terms of a contract of employment, and nothing contained in this Code of Ethics should be construed as a guarantee of continued employment. Employment at the Company is on an at-will basis, unless you are a party to a specific written employment agreement between you and the Company.

In addition, the requirements of this Code of Ethics are in addition to any other restrictions contained in any other agreement that you may have with the Company.

Certification of Compliance

Not less than annually, each Senior Financial Officer of the Company shall execute such certifications as may be required by the Company to document the fact that he or she has received and reviewed this Code of Ethics, that he or she understands this Code of Ethics, that he or she undertakes, as a condition to his or her present and continued employment at the Company or any of its affiliates, to comply fully with this Code of Ethics, and, commencing the first year following the adoption of this Code of Ethics, that he or she during the preceding calendar year has complied fully with this Code of Ethics.

Approved by the Board of Directors on October 30, 2014

Audit Committee Charter

Organization

There shall be a committee of the Board of Directors (the “Board”) of Dolphin Entertainment, Inc. (the “Company”) to be known as the Audit Committee (the “Committee”). The Committee shall be composed of at least three directors each of whom must (i) be an Independent Director as defined under The NASDAQ Stock Market Rules (the “NASDAQ Rules”), (ii) meet the criteria for independence set forth in rules promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), (iii) not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years, and (iv) be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement. At least one member of the Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities, or who otherwise qualifies as an “audit committee financial expert” under Regulation S-K promulgated under the Exchange Act. No member of the Committee may accept any consulting, advisory, or other compensatory fee from the Company other than for Board service, and no member of the Committee may be an affiliated person of the Company as defined in the NASDAQ Rules.

The members of the Committee shall be appointed annually by a majority vote of the Board and shall serve until such member’s successor is duly appointed and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed at any time by the Board by a majority vote. Vacancies on the Committee shall be filled by the Board, at the next meeting of the Board following the occurrence of the vacancy. The Board shall also designate one member of the Committee to serve as Chair of the Committee. The Committee may form and delegate authority to subcommittees as appropriate and in accordance with applicable law, regulation or the NASDAQ Rules.

This Charter is intended as a component of the flexible governance framework within which the Board, assisted by its committees, directs the affairs of the Company. While it should be interpreted in the context of all applicable laws, regulations and the NASDAQ Rules, as well as in the context of the Company’s Articles of Incorporation and Bylaws, in each case as amended or restated from time to time, it is not intended to establish by its own force any legally binding obligations.

Statement of Purpose

The Committee shall provide assistance to the corporate directors in fulfilling their responsibility to the shareholders, potential shareholders, and investment community relating to corporate accounting, reporting practices of the Company, the quality and integrity of the financial reports of the Company, the Company’s compliance with legal and regulatory requirements and risk management oversight. The primary purpose of the Committee shall be overseeing the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company. In so doing, it is the responsibility of the Committee to maintain free and open means of communication between the directors, the independent auditors and the financial management of the Company. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles (“GAAP”).

Meetings

The Committee shall establish an agenda for the ensuing year and hold such regular meetings as may be necessary and such special meetings as may be called by the Chair of the Committee or at the request of the independent auditors or the Board. A majority of the members then serving on the Committee shall constitute a quorum, and actions at meetings may be approved by a majority of the members present. The Committee may also act by unanimous written consent, which may be provided electronically. The Committee shall submit the minutes of all meetings of the Committee to, and discuss the matters discussed at each Committee meeting with, the Board with such recommendations as the Committee may deem appropriate.

Responsibilities and Duties of the Committee

In furtherance of the Committee’s purpose, and in addition to any other responsibilities or duties that may be properly assigned by the Board from time to time, the Committee shall have the following responsibilities and duties:

Committee Management

  1. Maintain the independence, education and experience requirements of the Exchange Act, the Sarbanes-Oxley Act and the NASDAQ Rules.
  2. Review the powers and duties of the Committee and report and make recommendations to the Board on these responsibilities.
  3. Annually evaluate the Committee’s performance and report its findings to the Board.
  4. Annually review and assess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
  5. Consider such other matters and conduct investigations into any matters within its scope of responsibility and in relation to the external audit of the Company as the Committee may, in its discretion, determine to be advisable. The Company shall provide for funding, as determined by the Committee, for payment of the ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

Management of Relationship with Independent Auditors

  1. On an annual basis, directly appoint the independent auditors to audit the financial statements of the Company and its divisions and subsidiaries. As part of such selection, the Committee shall inquire as to any Public Company Accounting Oversight Board inspections to which the independent auditors have been subject during the past year.
  2. On an annual basis, review and discuss with the independent auditors the engagement letter to be executed by the Company.
  3. The independent auditors shall report directly to the Committee, and the Committee shall oversee the work of the independent auditors and resolve any disagreements between management and the independent auditors. Meet with the independent auditors and financial management of the Company to review the scope and strategy of the proposed audit for the current year, including the timing of the audit and any significant risks that require special audit attention, the audit procedures to be utilized and at the conclusion thereof review such audit, including any comments or recommendations of the independent auditors.
  4. Receive and review (i) the independent auditors’ formal written statement delineating all relationships between the independent auditors and the Company, consistent with applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Committee concerning independence, and (ii) any other certifications or documentation necessary to ensure that the independent auditors meet the independence standard required by law. Review all such documentation with the independent auditors, and, if so determined by the Committee, take or recommend that the full Board take appropriate action to oversee the independence of the auditors.
  5. Review the performance and qualifications of the Company’s independent auditors annually. In doing so, the Committee shall consult with management and shall obtain and review a report by the independent auditors describing (i) the firm’s internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the firm; (iii) any material issues raised by any governmental or professional authority in any inquiry or investigation, within the preceding five years, respecting any independent audit carried out by the firm; and (iv) any steps taken to deal with any such issues.
  6. In connection with the rotation of the lead audit partner in accordance with the rules promulgated by the Securities and Exchange Commission and the policies of the independent auditors, the Chair of the Committee shall meet with the candidate for such role, and the Committee as a whole shall discuss the selection of such candidate as well as with management.
  7. Prior to the finalization of any audit report or the filing of any quarterly report, receive and review reports from the independent auditors regarding: (i) all critical accounting policies and practices to be used; (ii) all significant estimates and judgments; (iii) all alternative treatments of financial information, within GAAP that have been discussed with management officials of the Company, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors; (iv) significant unusual transactions and (v) other material written communications between the independent auditors and the management of the Company, such as any management letter or schedule of unadjusted differences.
  8. Review the following with management and the independent auditors:
    1. the Company’s annual financial statements and related disclosures contained in the Form 10-K, including the Company’s disclosure under Management’s Discussion and Analysis of Financial Condition and Results of Operations (including quality of financial reporting decisions and judgments);
    2. the audit of the annual financial statements and the independent auditors’ report thereon;
    3. (i) management’s assessment of the effectiveness of the Company’s internal control structure and procedures for financial reporting; (ii) the independent auditors’ attestation to (if applicable), and report on, the Company’s internal control over financial reporting related to Section 404 of the Sarbanes-Oxley Act; (iii) any steps taken in light of material control deficiencies; and (iv) any internal control recommendations made by the independent auditors;
    4. any significant changes required in the independent auditors’ audit plan;
    5. any significant difficulties or disputes encountered during the audit;
    6. critical accounting policies’ disclosure for inclusion in the Form 10-K.
  9. Prior to the issuance of the independent auditors’ report, discuss with the independent auditors any matters relevant to the audit involving the Company’s or any of its employees’ violations or possible violations of laws or regulations about which the Committee is aware.
  10. Recommend to the Board that the audited annual financial statements be included in the Company’s Annual Report on Form 10-K.
  11. Review with management and the independent auditors the Company’s quarterly financial statements and the results of the independent auditors’ reviews of the quarterly financial statements prior to the filing of its Form 10-Q. Review with management its evaluation of the Company’s internal control structure and procedures for financial reporting and review management’s conclusions about the effectiveness of such internal controls and procedures.
  12. Discuss with the independent auditors any other matters related to the conduct of the audit that are required to be discussed under the standards and related rules of the Public Company Accounting Oversight Board.
  13. Approve, in advance, all auditing services to be provided by the independent auditors. Determine the amount of compensation to be paid to the independent auditors for such auditing services. The Company shall provide for funding, as determined by the Committee, for the payment of compensation to the independent auditors.
  14. Approve, in advance, any audit related, tax and other permitted non-audit services to be provided by the independent auditors. Determine the amount of compensation to be paid to the independent auditors for such non-audit services. The Company shall provide for funding, as determined by the Committee, for the payment of compensation to the independent auditors for any such services.

Develop Controls to Insure the Integrity of the Financial Statements and Quality of Disclosure

  1. Review with management and the independent auditors significant risks and exposures, and the steps management has taken to minimize the risks or exposures.
  2. Discuss with management the effect of regulatory and accounting initiatives as well as off-balance sheet structures, if any, on the Company’s financial statements.
  3. Review with management the Company’s systems of internal control.
  4. On a quarterly basis, discuss the following with management and the independent auditors, if applicable:
    1. all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and any material weaknesses in internal controls; and
    2. any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls.
  5. Establish procedures for: (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and (iii) the receipt and treatment of any evidence of a violation of the securities laws or breach of fiduciary duty brought to the Committee’s attention by the Company’s external securities counsel.
  6. Prepare the Audit Committee Report for inclusion in the Proxy Statement.
  7. Discuss with management the scope and substance of financial information and guidance to be included in earnings press releases, including the use and reconciliation of non-GAAP financial measures, as well as presentations to ratings agencies.
  8. Review with management any legal and regulatory matters that may have a material impact on the Company’s financial statements, including reserves for, and disclosure regarding, loss contingencies.

Ethical Compliance, Legal Compliance, and Risk Management

  1. Discuss with management the Company’s risk assessment and risk management policies, including risks relating to the financial statements and financial reporting process, and key credit risks, liquidity risks, market risks and the steps taken by management to monitor and mitigate such risks.
  2. Evaluate the need for, and adopt as necessary, whistleblower policies to encourage submission by employees of the Company of concerns regarding compliance with any laws applicable to the Company.
  3. Oversee, review with management and advise the Board with respect to the Company’s policies and procedures regarding compliance with all applicable legal and regulatory requirements, including but not limited to the Company’s Code of Conduct for Directors, Officers and Employees (the “Code of Conduct”) and Code of Ethics for Senior Financial Officers (the “Code of Ethics”); provided however, that the Nominating and Corporate Governance Committee shall be responsible for considering, and the Board will resolve, any waivers to the Code of Conduct for directors or executive officers (which for purposes of this Charter shall have the same meaning as “officer” as such term is defined in Rule 16a-1(f) of the Exchange Act).
  4. Approve any waivers of the Code of Ethics.

Related Person Transactions

  1. Review and approve related person transactions as defined in Item 404 of Regulation S-K.

Human Resources

  1. Review accounting and financial staffing.
  2. Review the Company’s hiring policies with respect to employees or former employees of the Company’s independent auditors.
Authority and Resources

The Committee shall have the authority and resources to engage external legal or other experts or advisors as it deems necessary and appropriate and approve their fees and retention terms.

Approved by the Board of Directors on September 5, 2017

Compensation Committee Charter

Organization

There shall be a committee of the Board of Directors (the “Board”) of Dolphin Entertainment, Inc. (the “Company”) to be known as the Compensation Committee (the “Committee”). The Committee shall be composed of at least two directors, each of whom must be an independent director as defined under Rule 5605(a)(2) of the NASDAQ Stock Market Rules (the “NASDAQ Rules”).

The members of the Committee shall be appointed annually by a majority vote of the Board and shall serve until such member’s successor is duly appointed and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed at any time by the Board by a majority vote. Vacancies on the Committee shall be filled by the Board, at the next meeting of the Board following the occurrence of the vacancy. The Board shall also designate one member of the Committee to serve as Chair of the Committee. The Committee may form and delegate authority to subcommittees as appropriate and in accordance with applicable law, regulation or the NASDAQ Rules.

This Charter is intended as a component of the flexible governance framework within which the Board, assisted by its committees, directs the affairs of the Company. While it should be interpreted in the context of all applicable laws, regulations and the NASDAQ Rules, as well as in the context of the Company’s Articles of Incorporation and Bylaws, in each case as amended or restated from time to time, it is not intended to establish by its own force any legally binding obligations.

Statement of Purpose

The purpose of the Committee shall be to establish salaries, incentives and other forms of compensation for executive officers (which for purposes of this Charter shall have the same meaning as “officer” as such term is defined in Rule 16a-1(f) of the Exchange Act) and directors of the Company and to administer incentive compensation and benefit plans provided for employees of the Company. The Committee’s policy is to ensure that compensation programs contribute directly to the success of the Company, including enhanced shareholder value.

Meetings

The Committee shall establish an agenda for the ensuing year and hold such regular meetings as may be necessary and such special meetings as may be called by the Chair of the Committee or at the request of the Board. A majority of the members then serving on the Committee shall constitute a quorum, and actions at meetings may be approved by a majority of the members present. The Committee may also act by unanimous written consent, which may be provided electronically. The Committee shall submit the minutes of all meetings of the Committee to, and discuss the matters discussed at each Committee meeting with, the Board with such recommendations as the Committee may deem appropriate.

Responsibilities and Duties of the Committee

In furtherance of the Committee’s purpose, and in addition to any other responsibilities or duties that may be properly assigned by the Board from time to time, the Committee shall have the following responsibilities and duties:

  1. Review the powers and duties of the Committee and report and make recommendations to the Board on these responsibilities.
  2. Periodically review, at least once a year, whether any steps should be taken to improve the operation of the Company’s executive officer compensation, director compensation, and incentive compensation and benefit plans for employees. Review and consider, among other things, the following:
    1. whether the Committee’s policy, strategy and philosophy regarding executive compensation is still appropriate;
    2. whether the compensation levels for executive officers or directors should be adjusted;
    3. whether incentive compensation and benefits to employees pursuant to benefit plans are being properly administered; and
    4. whether the meetings of the Committee may be made more effective.
  3. Review and determine the compensation levels (including any salary, bonus, incentive compensation, equity incentives, direct or indirect benefits or similar arrangements regardless of whether such arrangement is performance based) for executive officers and directors. In performing this responsibility, the Committee will (a) review and approve the executive officer compensation levels recommended by the Chief Executive Officer, based on evaluations of the individual executive’s past and expected future performance and such other factors as the Committee may determine, (b) review and determine the compensation level for the Chief Executive Officer based on the Committee’s assessment of his past performance and its expectations as to his future performance in leading the Company and such other factors as the Committee may determine, and (c) review and determine the director compensation levels based on such factors as the Committee may determine. In reviewing, determining and/or approving compensation levels, the Committee may, among other things, identify any corporate and/or individual goals or objectives for bonuses and/or incentive compensation and establish the targets for such goals or objectives. No member of the Committee will act to establish his or her own compensation except for uniform compensation to directors for their service as a director. The Chief Executive Officer may not be present during voting or deliberations regarding his or her compensation. The Committee will evaluate the administration of incentive compensation and benefits to employees pursuant to benefit plans based on such factors as the Committee may determine.
  4. Review and approve any proposed employment agreement with any executive officer of the Company and any proposed modification or amendment thereof. Review and approve any consulting, severance, retention, change in control, or other termination arrangement proposed to be made to any current or former executive officer of the Company except for any such payment made in accordance with a plan previously approved by the Board or the Committee.
  5. Review with management the Committee’s determinations regarding compensation levels for executive officers and directors, and the administration of incentive compensation and benefits to employees pursuant to benefit plans.
  6. Propose the adoption, amendment and termination of stock option plans, pension and profit sharing plans, stock bonus plans, stock purchase plans, bonus plans, deferred compensation plans, and other similar programs (“Compensation Plans”) and administer the Compensation Plans in accordance with their terms.
  7. Grant rights, participations and interests in Compensation Plans to eligible participants and administer such rights, participations and interests in accordance with the Compensation Plans.
  8. Annually conduct a risk assessment of executive compensation plans and programs.
  9. Review and approve such other compensation matters as the Chief Executive Officer or the Board wish to have the Committee review and approve.
  10. Review the results of any advisory shareholder votes on executive compensation and consider whether to recommend adjustments to the Company’s executive compensation policies and practices as a result of such votes.
  11. Recommend for approval by the Board how frequently the Company should conduct advisory shareholder votes on executive compensation, taking into account the results of any prior shareholder votes regarding the subject.
  12. Maintain and administer the executive Compensation Plans.
  13. Be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other advisor retained by the Committee. Prior to the selection, or receiving of advice from, any compensation consultant, legal counsel or other advisor to the Committee, other than in-house legal counsel, the Committee must assess the consultant’s, counsel’s or advisor’s independence by taking into account, among other factors, (i) the provision of other services to the Company by the consultant, counsel or advisor, or the employer of such consultant, counsel or advisor, (ii) the amount of fees received from the Company by the employer of the consultant, counsel or advisor, as a percentage of such employer’s total revenue, (iii) the policies and procedures of the consultant’s, counsel’s or advisor’s employer that are designed to prevent conflicts of interest, (iv) any business or personal relationship of the consultant, counsel or advisor with a member of the Committee, (v) any stock of the Company owned by the consultant, counsel or advisor, and (vi) any business or personal relationship of the consultant, counsel or advisor or such person’s employer with an executive officer of the Company.
  14. Annually evaluate the Committee’s performance and report its findings to the Board.
  15. Annually review the adequacy of this Charter and recommend any proposed changes to the Board for approval.
  16. Consider such other matters in relation to compensation levels for executive officers and directors, and the administration of incentive compensation and benefits to employees pursuant to Compensation Plans as the Committee may, in its discretion, determine to be advisable.
Delegation of Authority

The Committee may delegate to the management of the Company the authority to administer the Company’s incentive compensation and benefit plans provided for employees as it deems appropriate and to the extent permitted by applicable law, rule or regulation or the NASDAQ Rules.

Authority and Resources

The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other advisor to assist the Committee in fulfilling its responsibilities as provided herein. The Company shall provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other advisor retained by the Committee.

Approved by the Board of Directors on September 5, 2017

Code of Conduct

Introduction

All directors, officers and employees of Dolphin Entertainment, Inc. and its subsidiaries (collectively, the “Company”) are expected to conduct themselves with the highest degree of honesty, integrity and ethics and within the confines of the law when acting on behalf of the Company. This Code of Conduct is designed to (i) promote honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; (ii) promote full, fair, accurate, timely and understandable disclosure; (iii) promote compliance with applicable laws and governmental rules and regulations; (iv) ensure the protection of the Company’s legitimate business interests, including corporate opportunities, assets and confidential information; and (v) deter wrongdoing. It is in no way exhaustive of all of the issues that you could be faced with in your activities on behalf of the Company, but merely general guidelines that you are required to follow. This Code of Conduct applies to every director, officer and employee of the Company. Should you find yourself faced with an issue not directly outlined in this Code of Conduct and you are not sure how to proceed, you are both encouraged and required to bring the issue to the attention of the Chief Operating and Financial Officer. Your commitment to this Code of Conduct is appreciated and required as part of your continued relationship with the Company.

Reporting Violations

One of your most important responsibilities at the Company is the obligation to report a possible violation of this Code of Conduct. It may at times seem difficult to report a violation because of the fear or uncertainty of the effects that disclosure may have. However, despite this conflict you may feel, it is important to remember that the Company has an obligation to its shareholders and others to only conduct itself within the highest standards of ethical conduct, and great harm can come to the Company, its employees and shareholders by you not disclosing concerns that you are faced with or violations that you discover.

Therefore, in the event that you know of a violation or suspected violation of this Code of Conduct you are both encouraged and required to promptly report the situation to the Chief Operating and Financial Officer. In the event that the violation relates to conduct by the Chief Operating and Financial Officer, the situation should be reported to the Chief Executive Officer.

Complaints relating to violations of this Code of Conduct will be reviewed under the direction and oversight of the Chief Operating and Financial Officer, or such other persons as the Chief Operating and Financial Officer determines to be appropriate.

Non-retaliation Policy

The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any director, officer or employee in the terms and conditions of service or employment based upon any lawful actions of such director, officer or employee with respect to good faith reporting of violations of this Code of Conduct.

Compliance with Laws Regarding Improper Payments and Bribery

It is the Company’s fundamental policy to comply with all applicable U.S. and non-U.S. anti-bribery and anti- corruption laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”). The giving or acceptance of any type of payment or inducement, other than payments for salary and bonuses directly from the Company or payments directed by the Company with proper authority, has the potential to influence, or can be reasonably interpreted to influence, impartiality. Therefore, the Company restricts the giving and receiving of payments or other inducements for commercial advantage as outlined in this Code of Conduct.

You are prohibited from, directly or indirectly, giving, offering to give, promising to give, or authorizing, bribes, kickbacks, improper or illegal payments, internships/employment, any remuneration, any consideration or anything else of value to any individual or organization in order to obtain or retain business for the Company, to prevent or defer losing business to any competitor, to induce the recipient to take or refrain from taking action that would bestow a commercial benefit or advantage, or to receive something of personal value in return. You are prohibited from permitting a third party to do any of the foregoing on your or the Company’s behalf.

You are also prohibited from, directly or indirectly, giving, offering to give, promising to give, or authorizing, any payment, gift, or anything of value, in cash, property, services or goods, to a government representative. This prohibition exists regardless of whether it is known that any portion of the payment, gift or thing of value is being paid to influence any official or employee of any governmental entity for the purpose of facilitating his or her position or influence, to obtain or retain business for the Company, to prevent or defer losing any business to any competitor, or to induce the recipient to take or refrain from taking action that would bestow a commercial benefit or advantage. You are prohibited from permitting a third party to do any of the foregoing on your or the Company’s behalf.

In addition, the solicitation for or acceptance of any cash gift, regardless of how such is labeled from an existing or prospective competitor, distributor or client is absolutely prohibited and will be grounds for removal from the Board of Directors of the Company (the “Board”) or termination of employment.

Furthermore, the acceptance of gifts, benefits, entertainment or other things of value from any person or entity doing business or prospectively doing business with the Company is not encouraged. You should decline any gift or benefit for which the acceptance might either raise even the slightest suggestion of improper influence or induce you to take or refrain from taking action that would bestow a commercial benefit or advantage on such person or entity. In all cases, good business judgment should be exercised in the acceptance of anything of value from any company or person doing business or looking to do business with the Company and must be consistent with the Company’s requirement that all directors, officers and employees act with the highest degree of honesty, integrity and ethics, and for the express purpose of enhancing a business relationship.

Any director, officer or employee who receives anything of more than nominal value should return it immediately and report it to the Chief Operating and Financial Officer, in the case of directors and officers, to the Chief Executive Officer, in the case of the Chief Financial and Operating Officer and to his or her supervisor, in the case of other employees. If the immediate return of the gift is not practical, it should also be reported to the Chief Operating and Financial Officer or Chief Executive Officer as the case may be.

Any question that you have regarding the propriety or legality of giving or accepting anything of value should be directed to the Company’s Chief Operating and Financial Officer, who will seek the advice of outside legal counsel as needed.

Political Contributions and Activities

Federal, state and local political contributions and spending are in many cases prohibited or are otherwise carefully regulated by law. Each director, officer and employee is individually free to pursue political activities including contributions or spending he or she deems appropriate; however, individual contributions or spending must not be made with the Company’s funds, or be reimbursed by the Company. Directors, officers and employees who participate in partisan political activities should not in any way suggest or state that they speak or act on behalf of the Company. Where corporate political contributions or spending are allowed under federal, state or local laws, such contributions or spending shall be made only with the prior authorization of the Company’s Chief Executive Officer.

Corporate Opportunities

Directors, officers and employees may not take advantage of a business opportunity, personally or through a third party, that would serve a present or prospective corporate purpose. This obligation to the Company arises even if the director, officer or employee learned of the opportunity in a personal capacity. Directors, officers and employees may only take such opportunity if the Company has already been offered the opportunity and turned it down, and, in the case of a director or executive officer, the Board, or, in the case of all other employees, the Chief Executive Officer, has approved the taking of the business opportunity by the director, officer or employee.

Conflicts of Interest

A conflict of interest arises when your private interest interferes or has the potential to interfere with the interests of the Company. The Company recognizes that you may take part in legitimate financial, business and other activities outside of your employment or relationship with the Company. However, every director, officer or employee should avoid business, financial or other direct or indirect interests, relationships or activities which would (1) be or have the appearance of being unlawful, hostile, adverse or competitive with the Company, (2) result or have the appearance of resulting in a conflict with the interests of the Company or (3) divide or have the appearance of dividing his or her loyalty to the Company.

Employees are required to promptly disclose to your immediate supervisor your outside activities, financial interests or relationships (particularly with family members, household members or close friends) that may present a possible conflict of interest or the appearance of a conflict of interest. Officers and directors must disclose such activities, financial interests or relationships to the Chief Operating and Financial Officer. You are to avoid actions or relationships which might conflict or appear to conflict with your responsibilities at the Company or the interests of the Company, and avoid holding financial interests in any company where you could personally affect or benefit from the Company’s business with that company. No director, officer or employee of the Company should ever be in a situation where he or she is receiving compensation from a supplier, contractor or other business entity with whom he or she is conducting business on behalf of the Company.

In addition, you are not permitted to accept employment with, or become directly or indirectly involved as an independent contractor or consultant to, any Company competitor or client, without the prior written consent of the Chief Operating and Financial Officer.

Finally, you should not take personal advantage of opportunities that you become aware of through your relationship with the Company.

Compliance with Laws

The Company takes the obligation to comply with all governmental laws and regulations very seriously. Failure to do so may result in immediate termination of employment or removal from the Board. You are expected to be familiar with the laws that apply to your specific job function and level of responsibility. If you are not sure whether a law or policy applies, or whether one exists at all, you are encouraged and expected to seek advice from the Company’s legal department.

You are strictly prohibited from trading in our stock or other securities while in the possession of material, nonpublic information about the Company or obtained in the performance of your duties on behalf of the Company. In addition, you are strictly prohibited from recommending, “tipping” or suggesting that anyone else buy or sell our stock or other securities, on the basis of material, nonpublic information. Information is material if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell or hold the Company’s stock or where the information is likely to have a significant effect on the market price of the Company’s stock. Any information that could affect the Company’s stock price, whether it is positive or negative, should be considered material. For more information regarding the Company’s policies in this regard, please carefully read the “Dolphin Entertainment, Inc. Statement of Policies and Procedures Governing Stock Trading in General, Material Non-Public Information and the Prevention of Insider Trading” policy in full and contact our Chief Operating and Financial Officer if you have questions about it.

Any director, officer or employee who has a concern about any legal issue is responsible for consulting with the Company’s legal department before any potentially illegal acts have taken place.

Protecting the Company’s Assets; Intellectual Property and Confidential Information

It is the responsibility of all directors, officers and employees to safeguard and protect all of the Company’s assets. The Company’s assets and technological resources, including financial assets, scripts, office supplies, equipment, computers, computer software, voice mail, e-mail and Internet may only be used for proper purposes in a manner consistent with this Code of Conduct and all other Company policies.

Do not loan, borrow, donate, sell or dispose of any of the Company’s property unless specifically authorized by an individual in management with authority to approve such an action. You may not use Company property or information for personal gain.

In addition, the Company takes great strides to protect its intellectual property and confidential information, and you must not disclose confidential information to anyone outside of the Company, nor to anyone within the Company, who does not have a business reason to know such information. Confidential information may include, for example, unpublished financial information, relationships with client, technical data, strategic marketing information, scripts, and production and distribution information. Take precautions against accidental disclosure of confidential information. Never keep such information lying around your office or leave it in a public place. Also, avoid talking about such information where others outside the Company can overhear. If you have access to the Company’s information systems, you are responsible for taking the precautions necessary to prohibit unauthorized access to the system, including safeguarding your passwords or other means of entry.

Accuracy of Books and Records

Shareholders make business decisions based on the Company’s records. All financial books, records and accounts must accurately reflect transactions and events and conform to both generally accepted accounting principles and to the Company’s system of internal controls. It is never acceptable to make false claims on an expense report or time sheet, to falsify safety results, to record false revenues or to record them early, to understate or overstate liabilities or assets, to maintain undisclosed or unrecorded funds or “off the books” assets, or to defer recording items that should be expensed. No entry may be made that intentionally hides or disguises the true nature of any transaction.

If you believe that the Company’s books and records are not being maintained in accordance with this Code of Conduct, or any other deficiency exists, you should report the matter to the Chief Operating and Financial Officer.

Public Comment

For both business and legal reasons, the Company must send a consistent message about its current events and future plans. The Company has a centralized communication team responsible for issuing public information. If the media or any outsider contacts you for information about the Company, please explain that the Company does not permit you to comment and direct them to Mirta A Negrini, Chief Operating and Financial Officer.

Penalties for Violations

Persons who violate the spirit or letter of this Code of Conduct are subject to disciplinary action up to and including termination of employment or removal from the Board. The following are examples of conduct that may result in discipline:

  • Actions that violate this Code of Conduct,
  • Requesting others to violate this Code of Conduct,
  • Failure to promptly notify the Company’s Chief Operating and Financial Officer in the event of knowledge of a violation or suspected violation of this Code of Conduct,
  • Failure to cooperate in an investigation of an alleged violation of this Code of Conduct, and
  • Retaliation against a director, officer or employee of the Company for reporting a violation or suspected violation of this Code of Conduct.

Violations of this Code of Conduct could also be a violation of the law, subjecting you or the Company to criminal penalties or civil sanctions.

Waiver or Amendment

Any waiver of any provision of this Code of Conduct must be approved as provided for in this Code of Conduct. With regard to any waiver of any provision of this Code of Conduct for a director or executive officer, such waiver must be approved by the Board. With regard to any waiver of any provision of this Code of Conduct for an employee who is not a director or executive officer, such waiver must be approved by the Chief Operating and Financial Officer. Amendments to this Code of Conduct must be approved by the Board.

The Company reserves the right to modify, revise or alter any policy, procedure or condition related to this Code of Conduct at its sole discretion and at any time without notice. The contents of this Code of Conduct do not constitute the terms of a contract of employment, and nothing contained in this Code of Conduct should be construed as a guarantee of continued employment. Employment at the Company is on an at-will basis, unless you are a party to a specific written employment agreement between you and the Company.

In addition, the requirements of this Code of Conduct are in addition to any other restrictions contained in any other agreement that you may have with the Company.

Certification of Compliance

Not less than annually, all directors and officers of the Company and its subsidiaries and such employees of the Company and its subsidiaries as shall be designated by the Company’s Chief Operating and Financial Officer (which designation shall be reported to the Audit Committee of the Board) shall execute such certifications as may be required by the Company to document the fact that he or she has received and reviewed this Code of Conduct, that he or she understands this Code of Conduct, that he or she undertakes, as a condition to his or her present and continued employment at the Company or any of its affiliates, to comply fully with this Code of Conduct, and, commencing the first year following the adoption of this Code of Conduct, that he or she during the preceding calendar year has complied fully with this Code of Conduct.

Approved by the Board of Directors on September 5, 2017