CONNECTICUT STUDENT LOAN FOUNDATION

Transcription

1 CONNECTICUT STUDENT LOAN FOUNDATION ACTIONS TAKEN BY THE BOARD OF DIRECTORS January 25, 2012 A meeting of the Connecticut Student Loan Foundation s Board of Directors was held on Wednesday, January 25, 2012 at 2:00 p.m., at the office of the Connecticut Board of Regents for Higher Education, 39 Woodland Street, Hartford, Connecticut Members Present in Person: Michael P. Meotti (designee of Dr. Robert Kennedy, Interim President of the Connecticut Board of Regents for Higher Education) Chairman of the Board and Don Kirshbaum (designee of Denise Nappier, State Treasurer). Members Absent: Lewis J. Robinson, Esquire (Chairman of the Connecticut Board of Regents for Higher Education). Other Attendees: Nancy A. D. Hancock, Esquire Pullman & Comley, LLC Darlene H. Dimitrijevs Education Solution Partners, LLC Randall M. Behm Education Solution Partners, LLC Edward Sullivan Whittlesey & Hadley, P.C. Jean Callan Whittlesey & Hadley, P.C. The following items were voted upon by the Board of Directors of the Connecticut Student Loan Foundation. Unless noted otherwise, the motion was approved by all of the Directors in attendance at this meeting. I. Election of Secretary: A motion was made by Mr. Meotti and seconded by Mr. Kirshbaum to elect Mr. Robinson as the Secretary of the Board of Directors of the Connecticut Student Loan Foundation. II. Approval of Minutes: A motion was made by Mr. Meotti and seconded by Mr. Kirshbaum that the Board of Directors of the Connecticut Student Loan Foundation approves the minutes of the October 26, 2011 meeting as presented.

2 III. Audited Financials, September 30, 2011: Mr. Meotti made the following motion which was seconded by Mr. Kirshbaum: report of the external auditors as of September 30, 2011; NOW THEREFORE, BE IT: RESOLVED, that the Board of Directors of the Connecticut Student Loan Foundation accepts the report of the external auditors for the fiscal year ended September 30, 2011 and approves the release of the audited financials for the fiscal year ended September 30, 2011 as presented. Mr. Meotti made the following motion which was seconded by Mr. Kirshbaum: IRS Form 990 as of September 30, 2011; NOW THEREFORE, BE IT: RESOLVED, that the Board of Directors of the Connecticut Student Loan Foundation approves the filing of the Form 990 with the IRS for the fiscal year ended September 30, 2011 as presented. IV. Whistleblower Policy: Mr. Kirshbaum made the following motion which was seconded by Mr. Meotti: That the Board of Directors of the Connecticut Student Loan Foundation approves and adopts the Whistleblower Policy as presented. V. Regulatory Changes: Mr. Kirshbaum made the following motion which was seconded by Mr. Meotti: option provided in the Consolidated Appropriations Act, 2012 (HR 2055) to elect a one-time change in the financial index used for determining Special Allowance payments from the U.S. Department of Education from 3-month Commercial Paper to 1-Month LIBOR for certain loans held in the trust portfolio of the Connecticut Student Loan Foundation; and WHEREAS. the Board of Directors has evaluated the financial impacts, present and future, to the Connecticut Student Loan Foundaion of such a change in the Special Allowance index; Page 2 of 5

3 NOW THEREFORE, BE IT: RESOLVED, that the Board of Directors of the Connecticut Student Loan Foundation has elected to continue using the 3-month Commercial Paper index for determining Special Allowance payments from the U.S. Department of Education. VI. Adjournment Mr. Kirshbaum moved that the meeting be adjourned. Mr. Meotti seconded the motion. Page 3 of 5

4 ATTACHMENT A Connecticut Student Loan Foundation Whistleblower Policy I. Operating Policy Connecticut Student Loan Foundation. (the Foundation ) requires its officers, directors, employees and independent contractors to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As a representative of the Foundation, each of you must practice honesty and integrity in fulfilling your responsibilities and complying with all applicable laws and regulations (the Code of Conduct ). II. Reporting Responsibility All officers, directors, employees and independent contractors must comply with the expectations of the Foundation with regard to observing the high standards of business and personal ethics and reporting violations or suspected violations in accordance with this Whistleblower Policy. III. No Retaliation No officer, director, employee or independent contractor who in good faith reports a violation of the Code of Conduct shall suffer harassment, retaliation, or adverse employment consequence. An employee or independent contractor who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment or engagement. This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns within the Foundation before seeking resolution outside the Foundation. IV. Reporting Violations Employees and independent contractors should share their questions, concerns, suggestions, and complaints with someone who can address them properly. You are encouraged to speak with any member of the Board of Directors you are comfortable approaching to address your area of concern. Members of the Board of Directors have specific and exclusive responsibility to investigate all reported violations. For suspected fraud, or when you are not satisfied or uncomfortable with following the Foundation s open door policy, you should contact the Foundation s Compliance Officer or legal counsel directly. Page 4 of 5

5 V. Compliance Officer The Foundation s Compliance Officer is responsible for investigating and resolving all reported complaints and allegations concerning violations of the Code of Conduct and, at his or her discretion, shall advise the Board of Directors. The Compliance Officer has direct access to the Board of Directors and is required to report at least annually on compliance activity. The Foundation s Compliance Officer is the Chairman of the Board of Directors. VI. Accounting and Auditing Matters The Board of Directors shall address all reported concerns or complaints regarding corporate accounting practices, internal controls, or auditing. The Compliance Officer shall immediately notify the Board of Directors of any such complaint and work with the Board of Directors until the matter is resolved. VII. Acting in Good Faith Anyone filing a complaint concerning a violation or suspected violation of the Code of Conduct must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code of Conduct. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense. VIII. Confidentiality Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. IX Handling Reported Violations When feasible, the Compliance Officer will notify the sender and acknowledge receipt of the reported violation or suspected violation within 5 business days. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation. Adopted: January 25, 2012 Page 5 of 5