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8-K - FORM 8-K - CSC HOLDINGS LLC | y91897e8vk.htm |
EX-99.3 - EX-99.3 - CSC HOLDINGS LLC | y91897exv99w3.htm |
EX-99.2 - EX-99.2 - CSC HOLDINGS LLC | y91897exv99w2.htm |
EXHIBIT 99.1
CABLEVISION SYSTEMS CORPORATION
RELATED PARTY TRANSACTION APPROVAL POLICY
General
A committee (an Independent Committee) of the Board of Directors of Cablevision Systems
Corporation (the Company) consisting entirely of directors who have been determined by the Board
of Directors to be independent directors for purposes of the NYSE corporate governance standards
(Independent Directors) will review and approve or take such other action as it may deem
appropriate with respect to transactions involving the Company and its subsidiaries, on the one
hand, and in which any director, officer, greater than 5% stockholder of the Company or any other
related person as defined in Item 404 of Regulation S-K of the Securities and Exchange Commission
(Item 404) has or will have a direct or indirect material interest. This approval requirement
covers any transaction that meets the related party disclosure requirements of the Securities and
Exchange Commission as set forth in Item 404. To simplify the administration of the approval
process under this related party transaction approval policy, an Independent Committee may, where
it deems it to be appropriate, establish guidelines for certain types of these transactions. The
policy does not cover decisions on compensation or benefits or the hiring or retention of any
person. The hiring or retention of executive officers is determined by the full Board of Directors.
Compensation of executive officers is subject to the approval of the Compensation Committee of the
Board of Directors. This policy also does not cover any pro rata distributions to all Company
stockholders, including a pro rata distribution of the Class A Common Stock to holders of
Class A
Common Stock and Class B Common Stock to holders of Class B Common Stock. No director on an
Independent Committee will participate in the consideration of a related party transaction with
that director or any related person of that director.
Transactions with MSG and AMC
An Independent Committee will similarly oversee approval of all transactions and arrangements
between the Company and its subsidiaries, on the one hand, and The Madison Square Garden Company
(MSG) and its subsidiaries and/or AMC Networks Inc. (AMC) and its subsidiaries, on the other
hand, to the extent involving amounts in excess of the dollar threshold set forth in Item 404 (the
Item 404 Threshold). To simplify the administration of the approval process under this related
party transaction approval policy, an Independent Committee may, where it deems it to be
appropriate, establish guidelines for certain types of these transactions. The approval requirement
will not apply to the implementation and administration of intercompany arrangements under this
related party transaction approval policy, but will cover any amendments, modifications,
terminations or extensions involving amounts in excess of the Item 404 Threshold, as well as the
handling and resolution of any disputes involving amounts in excess of the Item 404 Threshold. The
Companys executive officers and directors who are also senior executives or directors of MSG or
AMC, as the case may be, may participate in the negotiation, execution, amendment, modification, or
termination of intercompany arrangements subject to this related party transaction approval policy,
as well as in any resolution of disputes under intercompany arrangements, on behalf of either or
both of the Company and MSG or AMC, as the case
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may be, in each case under the direction of an
Independent Committee or the comparable committee of the board of directors of MSG or AMC, as the
case may be.
Amendment and Termination
This related party transaction approval policy cannot be amended or terminated without the
prior approval of a majority of the Independent Directors and by a majority of the directors
elected by the Class B Common Stockholders.
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