Exhibit 6
**CODE OF BUSINESS CONDUCT**
**TO WHOM DOES THE CODE APPLY?**
The Code of Business Conduct (the “Code”) applies to all employees and members for theBoard of Directors of Corus Entertainment Inc. or our subsidiary companies (referred tocollectively in this Code as “Corus” or the “Company”). For purposes of rules promulgatedunder section 406 of the Sarbanes Oxley Act of 2002, portions of this code shall comprisethe Company’s “code of ethics” for senior executives and financial officers.
Each employee and member of the board of Corus is expected to read and comply with theentire Code of Business Conduct. If you have any questions concerning the Code, pleasecontact the Vice-President of Corporate and Regulatory Affairs, General Counsel or theVice-President of Human Resources. Failure to abide by this Code will lead to disciplinarymeasures appropriate to the violation, up to and including dismissal.
**WHY DO WE HAVE A CODE OF BUSINESS CONDUCT?**
At Corus, we are committed to fair dealing, honesty and integrity in all aspects of ourbusiness conduct. We take this responsibility to our employees, shareholders and otherstakeholders very seriously. The Code is vital to implement these responsibilities in theworkplace and in dealings with the public and our stakeholders. It also aims todemonstrate to our stakeholders and the public the Company’s commitment to conduct itselfethically.
**CODE OF BUSINESS CONDUCT**
**COMPLIANCE WITH LEGAL AND ETHICAL STANDARDS**
Corus employees and directors will act ethically with high standards of integrity andabide by the principles of lawful conduct in all their business dealings. No one in theCompany is permitted to commit or condone any illegal or unethical act, or to instructother employees to do so. Any doubt as to the legality of any course of action should bediscussed with your immediate supervisor or Corus’ General Counsel as necessary.
**OUR RESPONSIBILITY TO FELLOW EMPLOYEES**
Employees must be treated with dignity, respect and fairness at all times. Corus iscommitted to high standards of ethics in all relations with and among its employees.
Corus is committed to fairness in the workplace and recognizes that a diverse workforceallows us to serve our stakeholders most effectively. Unlawful discrimination, harassmentor violence in the workplace will not be tolerated.
Specifically, Corus will not tolerate discrimination or harassment prohibited byapplicable legislation including sex, sexual orientation, race, ancestry, nationality,place of origin, colour, ethnic origin, citizenship, creed, religious beliefs, age, recordof offences (pardoned criminal conviction), marital status, family status, same-sexpartnership status and physical or mental disability.
In addition to all forms of harassment prohibited by legislation, Corus will not tolerateany form of personal harassment (such as threatening behaviour, bullying, taunting orostracizing co-workers etc.) which may occur as a result of an employee’s position in theCompany or because of an association with a group outside the Company, or
 

 

perhaps because someone simply dislikes the individual. Personal harassment may also ariseout of someone abusing their position of authority or power.
Corus is committed to keeping its workplaces free from hazards. We are all responsible tofollow government approved health and safety guidelines for maintaining a safe workplaceand to immediately report any accident, injury, unsafe practice and condition to yourimmediate supervisor.
**EMPLOYMENT PRACTICES**
The Company is committed to ensuring that equal opportunity exists for all employees inall aspects of employment. Merit will be the principle on which all employment andpromotion opportunities will be based.
**JOB PERFORMANCE AND GENERAL CONDUCT**
Employees will carry out their job responsibilities to the best of their ability. Thisincludes among other things: accepting supervisory direction, promotion, teamwork andmaintaining the required quality and quantity of work.
Employees will conduct themselves in a professional manner when dealing with staffmembers, customers and the public at large.
**ATTENDANCE**
The company is committed to promoting and maintaining high standards of attendance andemployees are expected to be at work on time each scheduled day. When illness oremergencies necessitate absence or lateness, employees are expected to notify theirsupervisor in advance of their regular hours of work.
**DRUGS AND ALCOHOL**
The use, possession, distribution, offering or sale of illicit drugs, illicitparaphernalia or non-prescribed drugs for which a prescription is legally required, whileon Company business or on company premises (including Company vehicles) is forbidden.
The use, distribution, offering or sale of alcoholic beverages on the Company’s premises(including Company vehicles) is prohibited. Senior management approval is required ifalcoholic beverages are to be served at a Company-sponsored function.
**INTELLECTUAL PROPERTY ASSIGNMENT**
Employees of Corus agree to keep confidential and not to disclose to others, confidentialinformation including any inventions, drawings, algorithms, computer codes in both source code andobject code, customer information, customer lists, data of Corus and trade secrets related to thebusiness of Corus or a related entity (“Inventions”).
All such Inventions so produced by employees shall be owned by Corus and employees waivetheir rights in any copyright to such work and warrant that such work is original andshall not contain any virus or other harmful code.
Employees agree to sign all documents to enable Corus to secure patent, trademark,copyright, industrial design or other intellectual property rights in the Inventions andto transfer legal title therein.
 

 

**APPROPRIATION OF COMPANY ASSETS**
Employees and directors have a responsibility to protect the Corus assets entrustedto them from loss, damage, misuse or theft. Corus assets such as funds, products,electronic devices and services, including, but not limited to, computers,computer-related equipment, products and services, may only be used for Company businesspurposes and other purposes approved by management. The Company’s name, property(including intellectual) and goodwill must not be used for personal advantage.
**PROPER MAINTENANCE OF RECORDS**
Corus requires honest and accurate recording and reporting of information in order to makeinformed and responsible business decisions. Corus’ books and records should accuratelyreflect all business transactions. Undisclosed or unrecorded revenues, expenses, assetsor liabilities are prohibited.
For example, if you are responsible for accounting or record-keeping, you must be diligentin enforcing proper accounting and Company established practices. You may not alter,conceal or falsify any document or record. Each Corus business unit will adopt anapproved record retention policy consistent with Corus’ documented business policies andapplicable legal and regulatory requirements.
**INFORMATION DISCLOSURE**
Employees are required to protect Corus’ confidential and proprietary information fromunauthorized disclosure and use. This applies to information about customers and fellowemployees as well as confidential and proprietary information about the Company’s ownaffairs. Proprietary information includes any information that is not generally known tothe public and is helpful to Corus, or would be helpful to competitors. Employees may notuse confidential information or trade secrets gained by virtue of their employment withCorus for personal gain or for any purpose other than specific job related duties.
Employees and directors may not trade in the securities of Corus while in possession ofundisclosed information obtained from Company sources that would reasonably be expected toaffect the value of such securities. This practice of “insider trading” is contrary toCompany policy and in most cases, illegal. All trading in securities of Corus is to bedone in accordance with the Company’s policy on Insider Trading, which is availablethrough the office of the Chief Financial Officer.
Employees will safeguard all proprietary information by marking it accordingly, keeping itsecure, and limiting access to those who have a need to know such information in order todo their jobs.
When an employee leaves Corus for any reason, confidential and proprietary informationremains with and is the exclusive property of the Company and is not to be used nordisclosed in any way by the departing employee following the termination of his or heremployment with the Company.
**CONFLICTS OF INTEREST**
All business decisions and actions must be based on the best interest of Corus, and mustnot be motivated by personal considerations or relationships. There is an infinite list ofpotential conflicts that could arise over the course of employment. The general rule isthat employees and directors must avoid any activity that compromises, or could
 

 

reasonably be seen to compromise, their judgment, causes them to show undue favouritism toany party or causes them to receive a benefit of some kind. When in doubt it is best todisclose a potential conflict of interest. General guidelines for a better understandingof the most common examples of situations that may cause a conflict of interest are listedbelow.
**OUTSIDE BUSINESS ACTIVITIES**
Corus employees are encouraged to participate in outside voluntary or communityactivities. Employees other than senior officers, are not prohibited from acceptingpart-time employment outside of Corus. However, neither the activity nor the part-timeposition must interfere with the employee’s responsibilities to Corus or the employee’scommitment, attention or business judgment required in performing those responsibilities.
**GIFTS OR FAVOURS**
Accepting gifts or favours, other than of nominal value ($500 or less), from customers orsuppliers or prospective customers or suppliers, is a conflict of interest. Additionally,frequent gifts from one source of any value should not be accepted. Employees may notengage in conduct that could be interpreted as directly or indirectly seeking, receivingor providing a bribe or kickback.
A conflict of interest may also arise in the giving of gifts or favours. Corus gifts mustbe legal and reasonable. Corus will not provide any gift if it is prohibited by law or bythe policy of the recipient’s organization.
**INVESTMENTS**
Corus employees may not allow their personal investments to influence, or appear toinfluence, their independent judgment on behalf of Corus.
Specifically, without limiting the generality for the foregoing, an employee must disclosethe following investments to senior management:
•  an employee owns a business in whole or part that is entering into a businesstransaction with Corus; or •  an employee purchases, sells or holds interests in supplier companies and theirsubsidiaries or direct affiliates where the Company’s relations with such suppliers couldbe considered to have a material impact; or •  an employee has a financial interest in, or is performing services for, a competitor.
**CONTRA AGREEMENTS FOR PERSONAL USE**
Corus employees may not enter into contra agreements that result in a personal benefit.Any legitimate contra agreement is subject to approval as outlined in the Contra Policyavailable on the Corus intranet site.
**BUSINESS COMMUNICATIONS**
The Company’s electronic devices and services, including, but not limited to, computers,computer-related equipment, products or services are the Company’s property and should beused primarily for business purposes. Incidental appropriate personal use is permittedprovided it does not interfere with the normal course of business.
 

 

The Company’s electronic devices, specifically computers, should not be used todownload any third party or employee confidential information for any purposes other thanbusiness related purposes. Computers should not be used to download any offensive orpornographic materials from the Internet. All downloadable material should be forbusiness purposes and should comply with the Company’s harassment policy, which isavailable on the Corus Entertainment intranet site. Corus computers should also not beused to download copyrighted material from the Internet including music and software.
The Company owns all information contained on the Company’s computer networks. Thereforeany information an employee or director transmits on these services should not beconsidered private and confidential.
**OUR RESPONSIBILITIES TO THE COMMUNITY AND THE ENVIRONMENT**
Corus is committed to supporting various local programs and initiatives and fosteringgrowth within the Canadian broadcasting and entertainment fields through strategicpartnerships and innovative business ventures.
The Company is committed to the conservation of resources in our business operations. Allemployees should use their reasonable efforts possible to make efficient use of allresources and to reduce, re-use and recycle supplies and materials wherever and wheneverpossible.
The health and well-being of all employees is a responsibility of everyone who works atCorus. Any circumstance relating to Corus’ operations or activities which pose a real orpotential health or safety risk must be reported promptly to your supervisor or to theVice-President of Human Resources.
**COMMUNICATING WITH EXTERNAL RESOURCES**
Corus aims to achieve complete, accurate, fair, understandable and timely communicationswith all of its stakeholders and the public, including filings with securities andregulatory authorities. In order to protect yourself and the Company, requests forinformation should be handled in the following manner:
**financial information requests**– directed to the Chief Financial Officer
**media requests**–directed to the Vice-President, Communications **requests from government agencies andregulators**– directed to the Vice-President of Corporate and Regulatory Affairs, GeneralCounsel **employee information or human resources requests**– directed to the Vice-Presidentof Human Resources
The legal department should be consulted before handling any non-routine requests forinformation. All information provided must be truthful and accurate.
Corus and its employees are committed to honest and ethical communications and dealingswith officials at all levels of government.
**OUR RESPONSIBILITY WITH RESPECT TO PRIVACY**
Corus is committed to controlling the collection, use and disclosure of personalinformation.
 

 

As a member of the Canadian Association of Broadcasters (CAB) and in accordance with thestandards set out in the Personal Information Protection and Electronic Documents Act(Canada) (the “Privacy Act”), Corus developed a Privacy Policy outlining our commitment tomaintaining the accuracy, confidentiality, security and privacy of third parties andemployee personal information.
**REPORTING CONCERNS**
Taking action to prevent problems is part of the Corus culture. If you become aware of anexisting or possible violation of the Code, you should promptly notify the appropriateperson.
Your concerns can be expressed on a confidential or anonymous basis to either theVice-President of Corporate and Regulatory Affairs, General Counsel; the Vice-President ofHuman Resources or on matters relating to accounting or auditing related issues to theChairperson of the Audit Committee.
The concern should be submitted in a sealed envelope addressed to the appropriateindividual. The envelope should be marked “Confidential Internal Corus Concern”.
Retaliation against any employee who honestly reports a concern to Corus about existing orpossible violation of the Code will not be tolerated. It is unacceptable to file a reportknowing it is false.
A copy of this policy can be obtained through the Vice-President of Corporate andRegulatory Affairs, General Counsel or the Vice-President of Human Resources or byvisiting our website at www.corusentertainment.com.