board of directors policies and procedures

Policy 08:02:00

Code of Business Conduct and Ethics

Revision Responsibility: Board of Directors

Responsible Executive Office: Board of Directors

Revised: August 10, 2009

A. Scope

This Code of Business Conduct and Ethics applies to all Platt College directors, officers and employees. Such directors, officers and em­ployees are referred to herein collectively as the "Covered Parties." Platt College is referred to herein collectively as the "Company."

B. Purpose

The Company is proud of the values with which it conducts business. It has and will continue to uphold the highest levels of business ethics and personal integrity in all types of transactions and interactions. To this end, this Code of Busi­ness Conduct and Ethics serves to: (1) emphasize the College's commitment to ethics and compliance with the law; (2) set forth basic standards of ethical and legal behavior; (3) provide reporting mechanisms for known or suspected ethical or legal violations; and (4) help prevent and detect wrongdoing.

Given the variety and complexity of ethical questions that may arise in the Company's course of business, this Code of Business Conduct and Ethics serves only as a rough guide. Confronted with ethically ambiguous situations, the Covered Parties should remember the Company's commitment to the highest ethical standards and seek advice from supervisors, managers or other appropriate personnel to ensure that all actions they take on behalf of the Company honor this commitment. 

C. Ethical Standards

Conflicts of Interest

A conflict of interest exists when a person's private inter­est interferes in any way with the interests of the Corporation. A conflict can arise when a Covered Party takes actions or has interests that may make it difficult to perform his or her work for the Corporation objectively and effectively. Conflicts of interest may also arise when a Covered Party, or members of his or her family, receives improper personal benefits as a result of his or her posi­tion at the Company. Loans to, or guarantees of obliga­tions of, Covered Parties and their family members may create conflicts of interest. It is almost always a conflict of interest for a Covered Party to work simultaneously for a competitor, customer or supplier.

Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with the chairperson of the Board or, if circumstances warrant, the chief executive officer of the College. Any Covered Party who becomes aware of a conflict or potential conflict should bring it to the attention of the chairperson of the Board, manager or other appropriate personnel or consult the procedures described in the bylaws.

All directors and executive officers of the Corporation shall disclose any ma­terial transaction or relationship that reasonably could be expected to give rise to such a conflict to the Board of Directors.

Corporate Opportunities

Covered Parties are prohibited from taking for them­selves opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No Covered Party may use corporate property, information or position for improper personal gain and no employee may compete with the Corporation directly or indirectly. Covered Parties owe a duty to the Corporation to advance its legiti­mate interests whenever possible.


Covered Parties must maintain the confidentiality of confidential information entrusted to them, except when disclosure is authorized by an appropriate legal officer of the Corporation or required by laws or regulations. Confiden­tial information includes all non-public information that might be of use to competitors or harmful to the Corporation or its customers if disclosed. It also includes information that suppliers and customers have entrusted to the Company. The obligation to preserve confidential informa­tion continues even after employment ends.

Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which the Corporation's ethical standards are built. In conducting the business of the Company, the Covered Parties shall comply with applicable governmental laws, rules and regulations at all levels of government in the United States and in any non-U.S. jurisdiction in which the Company does business. Although not all Covered Parties are expected to know the details of these laws, it is important to know enough about the applicable local, state and national laws to determine when to seek advice from supervisors, managers or other appropriate personnel.

Timely and Truthful Public Disclosure

In reports and documents filed with or submitted to regulators by the Company, and in other public communications made by the Company, the Covered Parties involved in the preparation of such reports and documents (including those who are involved in the preparation of financial or other reports and the information included in such reports and documents) shall make disclosures that are full, fair, accurate, timely and understandable. Where applicable, these Covered Parties shall provide thorough and accurate financial and accounting data for inclusion in such disclosures. They shall not knowingly conceal or falsify in­formation, misrepresent material facts or omit material facts necessary to avoid.