DeVry Education Group Code of Conduct & Ethics. integrity begins with you

Transcription

1 DeVry Education Group Code of Conduct & Ethics integrity begins with you Ethics and Compliance Services May

2 integrity begins with you

3 welcome The DeVry Education Group ( DeVry ) has a long history of being committed to our students and customers and to upholding the highest standards of ethical conduct in everything we do, everywhere we operate. While this has always been true, now more than ever how we conduct ourselves is just as important as what we accomplish. We operate in a heavily regulated and scrutinized industry, and our ongoing success as an organization continues to depend on our unwavering commitment to our students and on operating in full compliance with the law and with the highest standards of ethical conduct. In the spirit of continuous improvement, we have enhanced our Ethics and Compliance program and updated our Code of Conduct and Ethics ( Code ). Our new Code summarizes the key compliance and ethics policies that apply across our institutions, provides useful guidance, and helps to point you in the right direction should you have questions. This Code is the centerpiece of our Ethics and Compliance program. Of course, no code of conduct, no matter how comprehensive or well-written, could possibly cover all situations that one might encounter in the classroom, in the workplace, or at any of our many locations around the world. So in addition to consulting this Code you should also refer to the specific policies, procedures, and guidelines that cover your area of the organization and always exercise good judgment and common sense. This Code also encourages you to come forward with legal, compliance, and ethical questions and concerns. When you have questions you are always encouraged to speak with your manager, since that is usually the best place to start. But if you are not comfortable speaking with your supervisor, or if you have done so and your question has not been resolved, you have other options. These resources are explained in the Speak up: asking questions and raising concerns section of this Code. It takes years to build a sound reputation like ours, but it can be thrown away in a day. As you will come to see in the following pages, integrity begins with you. Thank you for supporting our vision of being the global leader in all that we do and for doing things the right way. And thank you for your dedication to our purpose: empowering our students to achieve their educational and career goals. Sincerely, Daniel M. Hamburger President and Chief Executive Officer DeVry Education Group Christopher Begley Chairman of the Board DeVry Education Group 3

4 table of contents welcome ethics and compliance services introduction code of conduct and ethics scope and application structure of this code conflicts of interest managers and supervisors organizational and institutional policies the laws of other countries speak up: asking questions and raising concerns speak up identify issues speak up resources anonymity confidentiality no retaliation bad-faith allegations employee-relations concerns you and our students academic integrity recruiting and admitting students compensation for recruitment personnel student financing appropriate relationships gifts entertainment student data privacy do not contact professional credentials safety and security conflicts of interest you and our organization equal opportunities time and resources drugs/alcohol in the workplace safety and security conflicts of interest

5 you and your colleagues mutual respect professional relationships employee data privacy gifts entertainment conflicts of interest you and our information accurate books and records educational outcomes records management confidential information intellectual property speaking to the media material information insider trading social media conflicts of interest you and our marketplace advertising and marketing do not contact choosing third parties gifts entertainment lottery prizes and random drawings investing in partner organizations conflicts of interest you and our competitors honesty in competition antitrust and competition law competitive intelligence investing in a competitor serving on outside boards and committees conflicts of interest you and the government bribery and corruption government inquiries and investigations political contributions lobbying conflicts of interest appendix

6 ethics and compliance services

7 introduction DeVry Group s Ethics and Compliance Program, led by our Ethics and Compliance Services Department, is designed to help you our colleagues, officers, and directors of the DeVry Education Group ( DeVry Group ) comply with the laws, policies, and rules that apply to your jobs, everywhere we operate. The Ethics and Compliance program is organized into ten specific components. These components form the framework of our program, and help us organize our plans and objectives: 1. Maintaining appropriate management structure and resources 2. Conducting periodic compliance and ethics risk assessments 3. Developing and maintaining compliance policies and programs 4. Training and communications 5. Reporting systems and case management 6. Case management and issue resolution 7. Measurements and monitoring 8. Guidance and advice 9. Annual planning 10. Continuous improvement 7

8 code of conduct and ethics This Code of Conduct and Ethics ( Code ) serves as the centerpiece of our Ethics and Compliance program. It summarizes many of the key policies that apply across DeVry Group and establishes minimum standards of conduct, everywhere we operate. It is a starting point, and designed to help you: Identify the compliance and ethics risks that apply to our organization and your job. Understand the rules that we must follow every day. Know where to turn for help or guidance. The application of each section of this Code may vary from institution to institution, and when an institution s policy or local law is stricter than the standards set forth in this Code, you should follow your institution s policy or local law. scope and application This Code applies to our officers, directors, and full- and part-time colleagues and faculty. It applies across our family of educational institutions, everywhere we operate. Furthermore, we expect the third-party associates with which we partner to adhere to the standards set forth in this Code. structure of this code This Code is organized into chapters. Each chapter (e.g., you and our students) contains a summary of important policies and minimum standards that apply across our enterprise, everywhere we operate. Certain topics, such as gifts and entertainment, are covered in more than one chapter. This is because the rules or standards related to a given compliance topic may vary depending on the context in which the compliance topic is raised. Be sure to familiarize yourself with the compliance and ethics standards that cut across many areas of our operations. 8

9 conflicts of interest A conflict of interest may arise when a colleague s private interest interferes or even appears to interfere with the Organization s interests. Colleagues must work objectively and effectively for the Organization. Each chapter of this Code sets forth common examples of potential conflicts of interest. Be sure to familiarize yourself with the kinds of conflicts of interest that can arise across the many areas of our operations by referring to the conflicts of interest section at the end of each chapter in this Code. If you are involved in, or are aware of, a perceived, potential, or actual conflict of interest, you are required to disclose that information to the organization s Ethics and Compliance Services Department by ing [email protected]. managers and supervisors Colleagues who manage or supervise other colleagues have additional responsibilities under this Code, including the responsibility to: Lead by example, by behaving legally and ethically at all times. Know the rules that apply in your area of our operations and anticipate questions that might arise. Work proactively and on an ongoing basis to ensure your colleagues are trained and wellversed regarding the rules that apply to their jobs. Foster an environment where your colleagues are comfortable coming to you with compliance and ethics questions and concerns. Work collaboratively with your colleagues to resolve concerns thoroughly, confidentially, and to the best of your ability and within the boundaries of your authority. Direct employee-relations matters that you are not able to resolve to Human Resources (see page17 for examples). Direct potentially significant compliance matters to Ethics and Compliance Services (see page 13 for examples). Never engage in or allow retaliation in any form with regard to colleagues who come forward in good faith or who help to escalate concerns to management, Human Resources, or Ethics and Compliance Services. 9

10 organizational and institutional policies This Code summarizes many of the key policies that apply across our family of educational institutions. But no Code can cover every compliance or ethics situation that you might face. For this reason, DeVry Group policies are also in place to ensure that we are in full compliance with the law. Further, each institution maintains its own set of policies, rules, and procedures that each of its colleagues must follow. In some instances, based on local law or operational need, an institution may elect to implement a stricter policy than the standard set forth in this Code. When institutional policy or local law is stricter than this Code, you should follow the requirements of the stricter policy or local law. When in doubt, contact a member of the Ethics and Compliance Services department for guidance. the laws of other countries As a global organization based in the United States, we must comply with the laws of the United States as well as the laws in the countries in which we operate. Each of us has an important responsibility to know and follow the laws that apply to our jobs in the countries in which we operate. If you are a manager based outside of the United States, you are responsible for ensuring that your colleagues are familiar with the local laws and policies that apply to them. For more information about the country- or state-specific laws that may apply to you, consult with Your assigned DeVry Group Legal representative. 10

11 speak up: asking questions and raising concerns

12 speak up Recognize your duty to ask questions and raise concerns We work hard to promote a culture where you are comfortable speaking up in good faith, without fear of retaliation. So, in addition to knowing and complying with the legal and policy requirements that apply to your job, you are expected to ask legal, compliance, and ethics questions; raise concerns; and report suspected wrongdoing. You are encouraged to come forward: If you are unsure about the correct course of action and need advice. If you believe that a colleague or someone acting on behalf of DeVry Group is doing or has done something wrong. If you have observed retaliation. When in doubt, remember that the most important thing is that you speak up. Resources for doing so, some of which allow you to remain anonymous, are discussed below in the section titled Speak Up resources. 12

13 identify issues Determine which issues are related to compliance and ethics Sometimes the line between a legal issue, a Human Resources matter, and a compliance concern is difficult to draw. To help you, the list below provides some examples of compliance and ethics topics that should be raised through any of the Speak Up channels identified in the pages that follow: Academic misconduct Accounting and financial reporting matters Admissions policies and practices Advertising and marketing Antitrust or competition law Bribery or corruption Conflicts of interest Data loss or data privacy Discrimination and equal opportunity Faculty credentials Falsification of documents or contracts Financial fraud Fraternization within a direct reporting relationship Gifts and entertainment Government contracting and bidding Government inquiries and investigations Improper bidding practices Improper hiring practices Improper recruitment practices Inappropriate use of DeVry Group resources or assets for personal gain Insider trading Intellectual property Misrepresentation of educational programs Records and information management Student financing Theft or embezzlement Third-party misconduct Vendor misconduct Workplace and campus security 13

14 speak up resources Utilize the most appropriate resource when you speak up When you are faced with a difficult compliance or ethics situation or dilemma, you are expected to refer to this Code and to the policies that apply to your job. If, after doing so, you are still unsure, you are encouraged to speak with your manager. Many matters and issues can be resolved by first consulting with your manager or supervisor. (See the Open Door Program resources on The DeVry Commons.) But if you are not comfortable speaking with your manager or supervisor, or if you have done so already and your question or concern has not been fully resolved, you have several other resources: Another manager in your line of management A member of the DeVry Group Ethics and Compliance Services Department A member of the DeVry Group Legal team Your local Human Resources representative... if you are uncomfortable speaking with your manager or supervisor, or if you have done so already and your concern has not been fully resolved, you have several other resources.. Alternatively, or if you wish to remain anonymous, you may contact the Speak Up HelpLine or visit the Speak Up HelpSite. Information related to the HelpLine and HelpSite is provided below. Speak Up HelpLine DeVry s Speak Up HelpLine is a toll-free phone reporting system that is available 24 hours a day, seven days a week, every day of the year. It is available to all colleagues of the DeVry Education Group at every location we operate. When you call the HelpLine, you are actually calling a thirdparty service provider that is completely independent of DeVry Education Group. What happens when you call the HelpLine? You will be able to speak with a local-language operator. You may remain anonymous. A HelpLine call specialist will answer your call and make a detailed summary of your question or concern. You will be provided a reference number, so that you may check on the status of your matter. For country-specific toll-free phone numbers, refer to the appendix at the end of this Code. 14

15 Speak Up HelpSite The Speak Up HelpSite is the web-based version of the HelpLine. It is made available to colleagues who are more comfortable asking questions or raising concerns electronically. The HelpSite is maintained by an independent third-party service provider. As with the HelpLine, you have the ability to remain anonymous when using the HelpSite. You also have the ability to enter your information in your local language. All reports entered through the Speak Up HelpSite are given a reference number. You will be encouraged to follow up within a specified time to check on the status of your matter. To access the Speak Up HelpSite, visit anonymity You can choose to remain anonymous when you speak up Whether you use the HelpLine or the HelpSite, you are provided the opportunity to remain anonymous. If you choose to remain anonymous, DeVry Group will be unable to learn of your identity. In certain cases, your institution president or other members of management may be notified about your report, since it is sometimes necessary to involve management to help ensure that a matter is thoroughly reviewed. Any member of management implicated in a report will not be notified of that report. confidentiality Your question or concern will be kept as confidential as possible Every effort will be undertaken to protect the confidential nature of your concern as we review, investigate, or resolve a matter to the extent allowed under the law. 15

16 no retaliation The organization does not tolerate retaliation of any kind DeVry Group seeks to promote a culture where colleagues are comfortable asking questions and raising concerns. Therefore, we do not tolerate retaliation against any colleague who speaks up in good faith. For more information related to DeVry Group s non-retaliation policy, refer to the Colleague Handbook. improper use of speak up resources The organization does not tolerate bad-faith allegations We encourage every colleague to become familiar and comfortable with using Speak Up resources. These resources not only provide you with a means of communicating legal, policy, compliance, and ethics questions and concerns in a confidential manner, but it allows us to proactively address areas of risk and improve our working environment and operations. In order for the Speak Up resources to work effectively, all reports and inquiries must be made in good faith. For this purpose, good faith simply entails an honest belief that the allegations as reported are true and accurate, even if the allegation proves to be false, or a genuine request for guidance about appropriate or inappropriate conduct or actions. Bad faith allegations occur when a colleague is intentionally misleading by making claims of misconduct by another colleague that they know to be false. Bad faith allegations can also be include repeated reports by the same colleague of the same suspected misconduct that, once investigated, are found to be without merit. Colleagues found to have made bad-faith allegations against another colleague are subject to disciplinary action, up to and including termination of employment. 16

17 employee-relations concerns Direct employee-relations matters to your local Human Resources representative As with any question or concern, speaking with your manager about an employee-relations matter is usually the best place to start. If you are uncomfortable speaking with your manager, or if your concern has not been fully addressed, you should bring your employee-relations issue directly to your local Human Resources representative. Examples of employee-relations matters that are typically best brought to the attention of your manager or to your local Human Resources representative include: Benefits Compensation or payroll Drug and alcohol abuse Colleague feedback Facilities and building issues Harassment Inappropriate or improper managerial conduct Job application status Medical leave Overtime Paid time off Pay dates Performance matters Professional development opportunities Relocation Sexual harassment Tuition assistance Unprofessional or lewd behavior Vacation Work environment concerns Working hours If, after conferring with Human Resources, your concern has not been fully addressed, or if you are not comfortable speaking with your Human Resources representative, you may use any of the Speak Up channels referred to in this Code. 17

18 you and our students

19 academic integrity Strive for the highest standards in academic integrity The DeVry Education Group is a global provider of educational services. We are committed to providing our students high-quality instruction and related services and support. In order to maintain this quality, we must uphold the highest standards of academic integrity in our education-related pursuits.. We must all make sure that we: Never alter educational records or the academic standing of students improperly. Never handle our proprietary materials, such as program guides and texts, inappropriately. Never offer or receive a bribe, gift, or gratuity of any kind from any prospective or current student. Never misrepresent the facts regarding our faculty, academic programs, and our administrators credentials. Never use the work product of others in an improper manner or without authorization. Never intentionally or knowingly help or attempt to help another to commit any act of academic dishonesty. Never inaccurately represent the potential transfer of credits that a student earns in one of our programs to another institution. Never illegally or inappropriately sell our materials (including text books, research materials, and papers). 19

20 recruiting and admitting students Provide truthful, accurate, and non-misleading information to prospective students, and admit students solely on credentials We recruit and admit students based on their credentials and ability to demonstrate the likelihood of success in our academic environment. As part of our recruiting and admissions processes, we establish and maintain enrollment standards, which help to ensure that our students can successfully manage their academic workloads. Admitting unqualified students can create academic or financial risk, and can damage the reputation of our organization. When interacting with prospective students, never misstate or misrepresent: Our accreditation. The financial costs associated with our programs. The requirements of our programs. The transferability of credits earned in one of our programs to another institution. Additionally, we recruit and admit students based on their credentials and ability to demonstrate the likelihood of success in our academic environment. Never base recruiting or admissions decisions on race, creed, color, religion, national origin, gender, age, disability, marital status, sexual orientation, or citizenship status. We require all eligible applicants to be given equal consideration by recruiting and admissions personnel. compensation for recruitment personnel Adhere to colleague compensation regulations under Title IV of the Higher Education Act of 1965 As a provider of higher education, DeVry Group is subject to extensive regulation on both the federal and state level. In order for DeVry s U.S. degree-granting institutions to participate in federal financial aid programs, we must abide by certain laws that govern how we compensate colleagues who recruit students. In general terms, we do not allow recruitment-related incentives (e.g., commissions or bonuses) to any of our colleagues. Other restrictions may apply to colleagues 20

21 involved in financial aid, recruiting, admissions, or enrollment (such as not being eligible for certain organizationally sponsored awards). For more information, refer to your institution s policies or contact your institution s head of regulatory or academic affairs. The applicability of Title IV laws may vary from institution to institution. student financing Provide responsible, objective, and unbiased financing advice Colleagues responsible for providing education-financing information to prospective students play a critical role in helping students fund their education. If your role includes providing assistance or guidance related to student financing, you must ensure that you deliver complete, accurate, objective, unbiased, and responsible financing information. This includes providing assistance on how to secure educational funding to students who do not have the financial ability to take on educational debt. Beyond the standards set forth in this Code, student finance colleagues are also expected to adhere to the Student Finance Code of Conduct. For more information, contact DeVry Group s Vice President, Regulatory Compliance Officer. appropriate relationships Maintain appropriate relationships with students Open, collegial, and honest relationships among faculty and students can greatly enhance the educational experience for students and their teachers. However, under no circumstances are fulltime or part-time faculty members or administrative personnel permitted to engage in any form of romantic, amorous, or sexual relationships with prospective or current students over whom you currently or could reasonably in the future exercise enrollment, counseling, supervisory, or grading authority. Such relationships can amount to a perceived, potential, or actual conflict of interest and could compromise, or appear to compromise, our commitment to academic integrity. This could cause great harm to the reputation of our educational institutions. 21

22 If you are currently related or married to a student over whom you have or could reasonably have enrollment, counseling, supervisory, or grading authority or if you are engaged in a romantic, amorous, or sexual relationship with a student over whom you have or could reasonably have enrollment, counseling, supervisory, or grading authority you are expected to disclose this relationship to the head of academic affairs for your institution. The appropriate group or person within the DeVry Education Group will review the matter and develop a solution that addresses the perceived, potential, or actual conflict of interest. For more information, or if you have questions, contact the head of academic affairs for your institution. You may also refer to any of the resources listed in the speak up: asking questions and raising concerns section of this Code. gifts Do not accept gifts from current or prospective students Our colleagues and faculty are encouraged to work closely with our students, to foster rich academic relationships, and to promote an environment conducive to learning, both on campus and online. We are committed to maintaining an atmosphere that is free from perceived, potential, or actual conflicts of interest. For this reason, with the exception of nominal expressions of gratitude (i.e. thank you cards, flowers, etc.), our faculty and colleagues are not permitted to receive gifts from prospective or current students. Some common examples of gifts include: Cash Gift cards Meals Tickets to sporting or cultural events Should a prospective or current student offer you a gift of more than nominal value, respectfully decline the gift. If it is not possible to return the gift, contact the DeVry Group Ethics and Compliance Services Department. 22

23 entertainment Participate in entertainment events with students only when appropriate From time to time, students and faculty may wish to assemble to celebrate the end of a semester or other academic achievement. Such events are permitted, provided: The event adheres to the institution s values. Students do not purchase food, beverages, or alcohol for faculty members. The event conforms to the expectations set forth in the appropriate relationships section above. Faculty members are permitted to hold class outside of the classroom, and to bring students together provided such gatherings conform to the standards set forth in this Code. For more information, contact DeVry Group s Ethics and Compliance Services Department. student data privacy Handle student information and records responsibly The DeVry Education Group takes seriously our responsibility to maintain our students right to protect their personal information. We are subject to many laws that cover the personal information of our students (e.g., FACTA, FERPA, etc.), and we, therefore, take great care to comply with these requirements. When handling student information, we must always take care to: Never disclose a student s directory information to an unauthorized person, including information related to a student s name, D number, contact information, or field of study. Never disclose a student s Social Security number, credit or debit card numbers, or passwords. Never disclose academic records to outside parties without the student s consent. Never prohibit a student from reviewing his or her own academic records. Although we safeguard our students information, there may be times when we are required to share such information, even if the student has not provided his or her consent. For example, we may be required to share student information with financial aid providers, other schools to which the student has applied, accreditors, the government, or in response to a subpoena or warrant. 23

24 We are also required to allow students to view their personal information and academic records. Certain rules apply as to the timeframe and manner in which we are required to provide students with access to such information. For more information, contact your local registrar. For more information, contact DeVry Group s Director, Regulatory Compliance or contact any of the resources listed in the speak up: asking questions and raising concerns section of this Code. do not contact Comply with students requests when sending marketing communications Strict laws govern our and telephone marketing and advertising campaigns with regard to what we advertise, to whom we advertise, and how we advertise. When prospective or current students request not to be contacted by us, we are required to respect those wishes. Colleagues involved in developing and sending marketing communications to students must always respect a student s desire not to be contacted via , phone, or other marketing avenues. Additionally, when a prospective or current student requests not to be contacted, we are obligated to document properly that request and to comply with it. Do Not Contact policies apply differently across our enterprise. For more information, contact the Ethics and Compliance Services department. professional credentials Maintain proper teaching credentials In order to continue to provide our students with a quality education, our instructors and various administrators are required to hold and maintain certain credentials, whether in the academic context or otherwise. Specific credentials may vary depending on the position you hold, what courses you teach, where you teach, at what educational level you teach, and so on. In some instances, alternative credentials or related experience may substitute for, or be required in addition to, the above. This is especially true when a subject you teach is highly technical or specialized. DeVry Group does not tolerate the falsification of credentials or related documentation. Refer to your institutional credential policies for further guidance. 24

25 safety and security Ensure a safe and secure campus environment A safe and secure educational environment is a critical part of providing a quality education for our students. Each campus location ensures that our students attend classes in a safe and secure learning environment. Each campus has a designated incident commander who serves as the primary point of contact with regard to safety and security matters. For more information or to raise a concern or report an incident contact your local incident commander, your Campus/Center Executive Director, DeVry s Chief Security Officer, or call the See Something, Say Something hotline, the number for which is provided in the appendix. conflicts of interest Avoid conflicts of interest, and promptly disclose them should they arise A conflict of interest may arise when a colleague s private interest interferes or even appears to interfere with the Organization s interests. Colleagues must work objectively and effectively for the Organization. The examples below illustrate potential conflicts of interest that can exist in the context of you and our students: Engaging in a romantic, intimate, or amorous relationship with a student over whom you retain enrollment, counseling, supervisory, or grading authority; or to whose academic information you have access Offering or receiving gifts from current or prospective students Offering or receiving gifts or entertainment from a source of student lending or funding Participating in entertainment events with students that fall outside of the guidelines summarized in this Code Attempting to improperly influence a student s grade or a faculty member s evaluation of a student s performance Be sure to review the other examples of conflicts of interest that can arise, by referring to the conflicts of interest sections in the other chapters of this Code. If you are involved in, or are aware of, a perceived, potential, or actual conflict of interest, you are required to disclose that information to the organization s Ethics and Compliance Services Department. 25

26 you and our organization

27 equal opportunities Recruit, hire, and promote based on merit Decisions related to recruiting, hiring, and promoting should never be made on the basis of a candidate or colleague s race, creed, color, religion, political affiliation, national origin, gender, age, disability, marital status, sexual orientation, citizenship status, or any other protected status. If you have any questions or concerns related to potential discrimination, consult with your local Human Resources representative. You may also utilize any of the resources listed in the speak up: asking questions and raising concerns section of this Code. time and resources Use organizational time and resources only for work-related purposes To assist you in performing your duties for the organization, we provide you with resources and materials. Depending on the nature of your job, these items may include a computer, network access, software, a telephone or other mobile device, a vehicle, and even information, such as names and addresses from a database. In return for your time and the work you accomplish using these materials, you are compensated by the organization. Infrequent and incidental personal use of organization time and resources is permitted. However, your personal work must not interfere with your duties or your productivity, and it must not consume resources that could otherwise be used for organizational purposes. If in doubt about what is or is not acceptable, ask your supervisor, contact Human Resources, or use one of the Speak Up resources. 27

28 drugs/alcohol in the workplace Never abuse drugs or alcohol in the workplace You and the work you do are integral to our providing a quality education to our students. But when your ability to do your job is impaired by the misuse or abuse of alcohol or drugs, you hurt all of DeVry Group by underperforming, jeopardizing the safety of others, and potentially harming our reputation. As a colleague within the DeVry Education Group, you must: Never be under the influence of alcohol or illegal drugs while at work. This means that excessive drinking or the taking of illegal drugs outside of work is not allowed if it means you will be coming to work impaired. Never bring illegal drugs into the workplace. Consult with your local Human Resources representative if you have taken legal medications that could negatively affect your job performance in a material way or compromise someone s safety. If you see someone whom you believe has violated this policy, let your manager know or contact Human Resources. You may also use one of the channels in the speak up: asking questions and raising concerns section of this Code to report the incident. safety and security Ensure a safe and secure working environment You and your colleagues deserve a workplace that is as safe and secure as reasonably possible. DeVry Group provides each location with a set of standard requirements and procedures designed to keep colleagues safe. We also provide a framework for each location to follow when responding to incidents. In addition, each of our locations has its own specific rules governing safety and security. Be sure to familiarize yourself with your location s emergency response procedures, since they may vary from location to location. 28

29 If you have questions or concerns, or if you would like more information, contact DeVry s Chief Security Officer, your local incident commander, or raise your concern by using one of the channels discussed in speak up: asking questions and raising concerns. conflicts of interest Avoid conflicts of interest, and promptly disclose them should they arise A conflict of interest may arise when a colleague s private interest interferes or even appears to interfere with the Organization s interests. Colleagues must work objectively and effectively for the Organization. The examples below illustrate potential conflicts of interest that can exist in the context of you and our organization: Hiring a close family member or relative in to your line of management or into a department or working group over which you have management responsibilities Forcing a subordinate colleague to hire a close family member Using organizational resources for personal matters during work time beyond incidental use Devoting an excessive amount of work time to personal affairs Entering into contracts with individuals who are, or companies that employ relatives Be sure to review the other examples of conflicts of interest that can arise, by referring to the conflicts of interest sections in the other chapters of this Code. If you are involved in, or are aware of, a perceived, potential, or actual conflict of interest, you are required to disclose those interests to the organization s Ethics and Compliance Services Department. 29

30 you and your colleagues

31 integrity and collaboration Treat fellow colleagues with dignity and respect at all times Your relationship with your colleagues should always be professional and collaborative. For this reason, there is no place for harassment of any kind within the DeVry Education Group. Examples of prohibited conduct include the harassment of a colleague based on his or her gender, race, age, national origin, sexual preference, religion, marital status, or any other protected status. Harassment can occur between individuals of the same or different gender, and can involve individuals or groups of colleagues. Sexual harassment a specific form of harassment is behavior that creates an offensive, hostile, or intimidating environment. It may include sexual advances, requests for sexual favors, unwanted physical contact, or repeated and unwelcome sexual suggestions. It can involve the potential or actual illicit exchange of job benefits in return for sexual favors, such as a supervisor who uses his or her supervisory power to pressure a subordinate colleague to grant sexual favors. Sexual harassment can also involve unwanted, single or repeated offensive sexual flirtation. Other behaviors considered to be harassment include the telling of offensive racial, ethnic, religious, age-related, or sexual jokes; the display of offensive pictures or cartoons; threatening or abusive language; and the use of organization communications vehicles such as voic and to transmit derogatory or discriminatory information. If you observe, or are subjected to, harassment, you are expected to report such behavior to your manager or to Human Resources. professional relationships Maintain professional relationships The DeVry Education Group is committed to fostering workplace and academic settings that are free from perceived, potential, or actual conflicts of interest in terms of working and reporting relationships. For this reason, you are prohibited from: 31

32 Working in the same reporting line of management with family members, spouses, relatives, domestic partners, and colleagues with whom you may be engaged in a romantic or amorous relationship. Hiring into your reporting line of management a close family member, spouse, relative, or domestic partner of a colleague who works for an organization with which DeVry Group has a contractual relationship. While this rule carries particular significance within the same reporting line of management, it also applies in situations where: One colleague has indirect supervisory authority over another colleague. One colleague is in a position to influence another colleague s performance appraisal or affect another colleague s performance. One colleague has access to another colleague s personal information. One colleague is in a position to approve or deny his or her partner s expense reports. Certain exceptions may exist. If you are currently involved in, or are aware of, an employment situation like any of those described above, disclose it to your local Human Resources representative or to DeVry Group s Ethics and Compliance Services Department. colleague data privacy Protect colleague information DeVry Group is committed to protecting the privacy of all colleagues personal information. If as part of your job responsibilities and other duties as assigned you have access to other colleagues private information (i.e. Social Security numbers, home addresses, tax information, or other information not readily available to the public), you are expected to handle this information responsibly and in line with our internal policy requirements. You should never abuse this access by giving such information to anyone inside or outside the organization who does not need it for work-related or legal purposes, or is not authorized to receive it. Similarly, sensitive information should only be shared in adherence to DeVry Group s Privacy Policy.. 32

33 You should never write down or share passwords, nor should you leave laptops or other electronic portable devices unattended. These devices may contain sensitive information and should always be password-protected when not in use. gifts Exchange gifts between fellow colleagues only when appropriate From time to time, we may wish to recognize the exceptional effort of a fellow colleague or colleague, or we may wish to recognize a colleague s or manager s birthday or other special occasion. In these instances, colleagues are encouraged to utilize DeVry Group s internal recognition programs. Beyond the organization s approved programs, however, it may be appropriate to offer a fellow colleague a nominal gift. Some examples of gifts that are usually allowed to be exchanged between colleagues and between colleagues and their managers are flowers, candy, cookies, cakes, mugs, pens, and T-shirts. Some gifts, however, are never allowed: Cash or cash equivalents (e.g., gift cards, gift certificates, money orders, etc.) Securities, such as stocks or bonds Gifts that are sexually oriented, unsavory, or inappropriate Weapons Any gift that amounts to a quid pro quo (i.e., I will give you this, if you give me that) Any gift that would be illegal or result in a violation of law To avoid perceived, potential, or actual conflicts of interest, colleagues should never offer their managers a gift as a thank you for a strong performance review or increased responsibilities. Colleagues may be permitted to offer a collective gift to their manager, or an individual gift when a manager invites a colleague to an external event or affair (e.g., a wedding). Personal gifts or entertainment exchanged between colleagues are not subject to the Gifts and Entertainment policy. If you have questions, contact DeVry Group s Ethics and Compliance Services Department. 33

34 entertainment Organize an event, outing, or entertainment only when appropriate From time to time, we may wish to recognize the exceptional effort of a fellow colleague or colleague, to enhance colleague morale, or to celebrate a holiday, colleague s birthday, or other special occasion. In these instances, it may be appropriate to organize a group outing, teambuilding event, or other form of entertainment, such as a reasonably priced meal or tickets to local and ordinary sporting, cultural, and social events. In all instances, whether an entertainment or social event is reimbursable is determined by DeVry Group s Travel and Expense Reimbursement Policy and requires managerial approval in advance. Examples of types of entertainment that are never allowed are: Any entertainment event that involves subject matter, individuals, images, or conduct of a sexually suggestive, exploitative, or otherwise inappropriate nature. Entertainment that amounts to a colleague offering his or her manager a quid pro quo (i.e., I will pay for this entertainment, if you give me something in return). Any entertainment that would be illegal or result in a violation of law. Always obtain your manager s approval before planning an event or outing. Contact the Ethics and Compliance Services Department if you have questions. 34

35 conflicts of interest Avoid conflicts of interest, and promptly disclose them should they arise A conflict of interest may arise when a colleague s private interest interferes or even appears to interfere with the Organization s interests. Colleagues must work objectively and effectively for the Organization. The examples below illustrate potential conflicts of interest that can exist in the context of you and our colleagues: Working with a family member, spouse, or domestic partner in the same line of management Engaging in a romantic, sexual, or amorous relationship with: - A colleague who is in your line of management or over whom you have supervisory authority - A colleague for whom you are responsible for developing a performance appraisal. - A colleague whose personal information you have access to Using sensitive colleague information in a manner inconsistent with your job responsibilities Offering your manager a gift as a thank you for a strong performance review Organizing and attending a group entertainment event and then submitting the expenses to your manager for reimbursement approval if you were not the senior-most colleague attending the event (exceptions may exist for incidental expenses incurred during the planning process) Be sure to review the other examples of conflicts of interest that can arise by referring to the conflicts of interest sections in the other chapters of this Code. If you are involved in or are aware of a perceived, potential, or actual conflict of interest, you are expected to disclose such information to the DeVry Group Ethics and Compliance Services Department. 35

36 you and our information

37 accurate books and records Ensure that our books and records are truthful, accurate, and complete The DeVry Education Group works hard to deliver quality education to our students and to achieve superior financial results. We always strive to provide our shareholders and other stakeholders with full, accurate, timely, and understandable financial information related to our organization s performance. For this reason, it is paramount for each institution to produce honest, accurate, and timely financial reports and records. As a publicly held organization, we are required to report financial information in accordance With generally accepted accounting principles in the U.S., and to maintain books and records that accurately and fairly reflect all transactions. This obligation, however, includes more than just financial information. Each of us must ensure that the organizational information we create and handle is truthful, accurate, and complete. This includes accurately recording enrollments, attendance, grades, communications, tuition, revenues, costs, shipments, time sheets, vouchers, payroll and benefits records, expense accounts, test data, regulatory data, and other essential organizational information. As a colleague of DeVry, you must: Fully comply with all laws, external accounting requirements, and DeVry Group policies and procedures for reporting financial and other organizational information. Never deliberately make a false or misleading entry in a report or record. Never establish an unrecorded fund for any purpose. Never sign for or represent yourself as another student, parent, or colleague. Never alter or destroy DeVry Group records except as authorized by established policies and procedures. Never sell, transfer, or dispose of DeVry Group assets without proper documentation and authorization. Cooperate with DeVry Groups internal and external auditors. You are expected to act with honesty and integrity in the performance of your duties. Fraudulent activity of any kind will not be tolerated. 37

38 educational outcomes Accurately record and appropriately disclose information that relates to educational outcomes The accuracy and integrity of this information is a vital part of our operations and a key ingredient to maintaining our strong reputation for being a leading provider of educational services. Various laws apply to the manner in which we earn, maintain, and disclose our accreditation and authorization to operate; record and publish examination pass rates; determine and share our graduates employment rates; and calculate, report, and disclose student financing information. The accuracy and integrity of this information is a vital part of our operations and a key ingredient to maintaining our strong reputation for being a leading provider of educational services. Always exercise great care when recording such information, and only share or disclose such information if authorized to do so. records management Create, manage, retain, and dispose of records and information responsibly The records and information that we create, circulate, and manage within our organization are the lifeblood of our operations. Accurate, complete, and responsibly created information helps us to thrive as an organization, while incomplete or misleading information hinders our efficiency and can harm our reputation or subject us to fines and penalties. When creating and managing organizational records and information, always: Create records responsibly. When creating records of any kind, be clear, accurate, complete, specific, and professional in your writing. Never speculate or provide advice outside of your area of expertise. Never write in a way that can be subject to misinterpretation. Remember that our internal records are sometimes read by third parties and governmental agencies. Retain records required for specific legal or organizational reasons. Some types of records are subject to specific record-keeping requirements and retention periods that are set by law or organizational need. Each DeVry Group institution must retain all records required to be retained for legal or organizational reasons as set forth in our retention schedules. 38

39 Preserve records and information relevant to litigation investigations and audits. Regardless of whether any specific record is required to be retained for a specific period of time pursuant to a retention schedule, some records must be preserved because they are relevant to an anticipated or ongoing legal proceeding or matter, investigation, or audit. These records are covered by legal hold notices, which means relevant records must be preserved for potential discovery. Dispose of records responsibly. When the retention period for a particular record has expired, and the record is not otherwise subject to a legal hold notice, the record should be disposed of properly and responsibly. Always dispose of records in a responsible, secure manner. confidential information Protect our confidential information When managed properly, our information can help us develop and administer quality educational programs and meet our objectives. When information is mismanaged it puts our organization at risk. We require all colleagues to protect all confidential information belonging to DeVry Education Group. Depending on the situation, this can include strategic ideas, organizational plans, student records, and other types of information gathered or generated as part of our operations and educational efforts. Remember, even if the disclosure, loss, or destruction of confidential or proprietary information is accidental, it could still have a significant impact on our success, damage our reputation, and violate the privacy of students and colleagues. You should protect all confidential information and intellectual property belonging to DeVry. Follow all policies, procedures, and retention schedules related to records and information management. Secure laptops, portable devices, and storage media that may contain confidential or proprietary information, and follow all network and information-security policies and protocols. Report any potential data security breach to your manager, the IT Security Manager, or to the DeVry Group Chief Security Officer. 39

40 intellectual property Respect and protect intellectual property DeVry Education Group works hard to create and promote brands and educational programs that are recognized around the world. Our intellectual property, such as our copyrighted material and our trademarks, is a critical part of our identity and our operations. We must handle responsibly and safeguard our intellectual property. Other examples of our intellectual property include: Logos Marketing and advertising materials Branding Course curricula Educational materials If you are responsible for developing intellectual property, you should share it with your assigned DeVry Group Legal representative early in the process to help ensure that it will be legally protected. And you should always manage our intellectual property responsibly. Similarly, just as we protect our own intellectual property, our third-party associates and competitors each try to do the same for themselves. You are expected to respect the intellectual property of our associates and competitors in the same manner in which you respect our own. 40

41 speaking to the media Speak to the media and investment community only when authorized DeVry Group is a publicly held organization and a member of the New York Stock Exchange. Therefore, it is common for the DeVry Education Group to receive inquiries from the investment community and the media on a variety of topics. Due to the sensitive nature of our information and securities and other laws related to disclosure of information, we must closely manage when and how we share our information and communicate with the investment community and media. To best serve these objectives, inquiries from the investment community and media should only be handled by colleagues who are expressly authorized to handle such inquiries. All media or investment inquiries received by DeVry Group or one of its schools should be forwarded to the public relations, communications, or media affairs representatives within each educational institution. For more information, or when in doubt, contact DeVry Group s Senior Director, Investor Relations. 41

42 material information Disclose material or financial information only when authorized As a publicly held organization, DeVry Education Group are subject to many laws, regulations, and rules that dictate the manner by which we disclose confidential, sensitive, and material, non-public information. Therefore, we must carefully manage the disclosure of material or financial information to anyone outside of the organization. Generally, material, non-public information refers to information not available to the public and that a reasonable investor would consider important in making investment decisions. There are many examples of material, non-public information, such as: Enrollment data Internal projections, targets, and budgets Undisclosed financial results Potential mergers, acquisitions, and joint ventures Growth or expansion plans Career statistics Organizational restructuring, particularly at the executive level Strategic plans New academic programs Marketing, recruiting, and advertising strategies Inquiry flow, conversion rates, and retention rates Information related to the utilization of financial aid It is important to know that material, non-public information can also be confidential information about another organization that you have obtained during the course of your work. You are not permitted to selectively disclose material, non-public information to any individual or group of individuals before DeVry Group releases the information to the public, unless it is covered by a confidentiality agreement approved by DeVry Group Legal. The laws covering disclosure are strict, and the fines and penalties are steep. 42

43 If you are aware of material, non-public information being disclosed inappropriately or selectively, contact DeVry Group s Ethics and Compliance Services Department. insider trading Never engage in insider trading As a colleague of the DeVry Education Group, you may have access to information about the organization s finances or material, non-public information that might impact our economic future. Generally, material non-public information refers to information not available to the public and that a reasonable investor would consider important in making investment decisions. Examples of such information resemble those set forth in the previous section, material information. It is important to know that material, non-public information can also be confidential information about another organization that you have obtained during the course of your work. You are never allowed to use material, non-public information to make investment decisions. Moreover, you are not permitted to give investment tips to family members, close relatives, or friends. This includes disseminating information over the Internet, such as in chat rooms or through a social media platform, such as Facebook, Twitter, or LinkedIn. Securities law violations are taken seriously and can be prosecuted even if the amount of money involved is small or when the tipper made no profit. 43

44 social media Use social media on behalf of the organization with care and respect Social media, such as Facebook, Twitter, and LinkedIn, can be an efficient means of establishing and maintaining professional and personal relationships, and for sharing information. For DeVry Group colleagues, the power of these platforms brings important issues of accountability. While you are free to establish personal accounts on various social media platforms, you may only use such social media platforms for organizational reasons when you are expressly authorized and certified to do so by DeVry Group or one of its institutions. While you are free to establish personal accounts on various social media platforms, you may only use such social media platforms for organizational reasons when you are expressly authorized and certified to do so by DeVry Group or one of its institutions. And even when authorized to utilize social media platforms on behalf of the organization, you are not permitted to publish or circulate material, non-public information before it has been released to the public through our disclosure process (see disclose material or financial information only when authorized, above). Additionally, never participate in, or respond to, market rumors on social media sites, blogs, and chat rooms whether through a personal or work-related social media account. It is critically important that you exercise good judgment and discipline to know the difference between work-related information and information that is relevant in your personal life. Never share proprietary or non-public organizational financial information on your personal websites or personal social media sites. 44

45 conflicts of interest Avoid conflicts of interest and promptly disclose them should they arise A conflict of interest may arise when a colleague s private interest interferes or even appears to interfere with the Organization s interests. Colleagues must work objectively and effectively for the Organization. The examples below illustrate potential conflicts of interest that can exist in the context of you and our information: Using or disclosing material, non-public information to make personal investment decisions or for other financial gain Providing tips to family members, close relatives, or friends with regard to material, nonpublic information Be sure to review the other examples of conflicts of interest that can arise, by referring to the conflicts of interest sections in the other chapters of this Code. If you are involved in, or are aware of, a perceived, potential, or actual conflict of interest, you are required to disclose such information to the organization s Ethics and Compliance Services Department. 45

46 you and our marketplace

47 advertising and marketing Advertise and market responsibly Our advertising and marketing activities are a critical part of our operations. They help us to attract students and customers who will succeed in our academic programs and help us achieve our organizational goals. The laws that govern our advertising and marketing activities are strict, so it is critically important that you are familiar with the guidelines that relate to these activities. When developing or implementing marketing and advertising materials, you must: Always Comply with all applicable legal requirements. Be truthful, complete, accurate, and not misleading. Clearly state that the education offered is not a guarantee of employment or success. Indicate for those who qualify when referring to financial assistance. Provide supporting data and qualifying language when using certain statistics. Never Include false or misleading statements about the institution or its services. Claim one of our educational institutions is superior to another educational institution, as that cannot be measured. Remember that while advertising and marketing materials are often designed to be shown on television or the web, or published as printed materials, other items not typically considered advertising or marketing are also regulated under the laws mentioned above. These include almost every item that relates to recruiting, from informal-looking leaflets to branded T-shirts. If you are involved in developing or implementing advertising, marketing and promotional materials, you are required to get approval before any ad, marketing, or public relations piece can be released. The same is true for any third-party associates creating such materials on behalf of any of the DeVry Education Group. 47

48 do not contact Adhere to federal and state do not contact regulations The DeVry Education Group is committed to marketing and advertising legally and ethically to prospective and current students. We also take seriously a student s request not to be contacted by us. When a student requests not to be contacted via phone, , or text messages, we must comply with that request. The laws in this area are strict, and steep fines can apply for violations. Do Not Contact requirements vary from institution to institution, and state to state. For more information refer to your institution s policies, or contact the Ethics and Compliance Services Department. choosing third parties Choose vendors and other third parties carefully, and never work with prohibited countries, organizations, or persons Our commitment to ethical conduct must go beyond our colleagues. This is partly because our thirdparty associates including our suppliers, vendors, customers, representatives, and agents represent us in the marketplace. In some instances, our third-party associates (e.g., our licensees or agents) act for us, as us. When third-party associates with whom we work act illegally or unethically, it can expose us to legal repercussions or damage our reputation. When you enter into a contract with a third party, be sure to follow these guidelines: Use a written contract and have the contract reviewed by DeVry Group Legal. Attach a copy of our Vendor Code of Conduct to the contract. Report any violations of the Vendor Code of Conduct by using the channels provided in the speak up: asking questions and raising concerns section of this code. 48

49 gifts Give and accept gifts only when they are appropriate and non-lavish The DeVry Education Group has many relationships with third-party associates, such as suppliers, customers, vendors, and representatives, and agents. We also interact with government officials and colleagues, both in the U.S. and around the world. These relationships should always be based on trust, professionalism, and fair dealings, and be free from conflicts of interest. Gifts can enhance our relationships with our third-party associates and build goodwill, throughout the year, and during holiday seasons. However, we must use good judgment and moderation when offering or receiving gifts. If not handled responsibly, certain kinds of gift-giving or gift-receiving can create, or appear to create, a conflict of interest. A gift is defined as an item or service received from or offered to a third-party associate in connection with an existing relationship for the purposes of establishing goodwill or building trust. Under this Code, a gift is defined differently from entertainment. Entertainment is covered in the next section. Some gifts are generally allowed, while others are not permitted. Usually allowed Some examples of gifts that are usually allowed are flowers, candy, inexpensive wine, mugs, pens, and T-shirts. In all instances, gifts that we give or receive must conform to these guidelines: Each gift given or received must not exceed $50.00 USD in value. No more than two gifts may be given by DeVry Group to the same third-party in any 12-month period. No more than two gifts may be accepted by DeVry Group from the same third-party in any 12-month period. The combined total amount of gift-giving and gift-receiving between DeVry Group and the thirdparty associate may not exceed $ USD in any 12-month period. 49

50 If you receive a gift that falls outside of these usually allowed guidelines, you may return it, or you may forward it to DeVry Group s Ethics and Compliance Services Department who will work with management to ensure that the gift is put to organizational use, sale, or donation. Note: Tickets to ordinary sporting or cultural events are considered entertainment (see section below, entertainment ). Never allowed Examples of gifts that are never allowed are: Gifts of any value received from any vendor by colleagues who have student finance responsibilities Gifts that are lavish or frequent Gifts from a vendor or provider that has a direct relationship with our students (e.g., lender, insurance provider, book seller, etc.) Cash or cash equivalents (e.g., gift cards, gift certificates, Money orders, etc.) Securities, such as stocks or bonds Gifts that are sexually oriented, unsavory, or inappropriate Any gift that amounts to a quid pro quo (i.e., I will give you this, if you give me that) Any gift that would violate the standards or policies of the third-party associate Any gift that would be illegal or result in a violation of law If you receive a gift that falls into the never allowed category, you must immediately return it to the sender. Always ask Some gifts fall into a gray area. It is sometimes difficult to know whether it is acceptable to give or receive a particular item. Should a situation like this arise, ask yourself: Would the gift compromise my ability to remain objective? Would the gift establish an inappropriate precedent? Would the gift appear inappropriate to others? If you are still not sure, contact DeVry Group s Ethics and Compliance Services Department. 50

51 entertainment Offer or accept entertainment only when it has a legitimate organizational purpose Just as with gifts, entertainment can enhance relationships, build trust, and create goodwill between us and our third-party associates. We must use good judgment and moderation when offering or receiving entertainment. Providing or receiving inappropriate or excessive entertaining can make it difficult for you to remain objective about your dealings with the third-party associate and can create a conflict of interest. Usually allowed Some entertainment is usually allowed, provided it is infrequent and modest and provided that a proper operational or educational discussion is included in the event. Examples of entertainment that are generally permitted include reasonably priced meals and tickets to local and ordinary sporting, cultural, and social events. In all instances, the following guidelines apply: Only the DeVry Group colleagues who work with the third-party associate may attend the entertainment event (you are not permitted to pass an invitation or ticket to a colleague that does not work with the third-party associate). Colleagues of the third-party associate must also be in attendance (the entertainment is not allowed if representatives of our third-party associate do not attend). The entertainment must be infrequent, reasonable, and non-lavish. Provided the above conditions are met, it is generally acceptable for spouses or partners to attend the entertainment event. Never allowed Examples of types of entertainment that are never allowed are: Entertainment from a vendor or provider that has a direct relationship with our students (e.g., lender, insurance provider, book seller, etc.). Events involving travel and lodging that are covered by the third-party associate. Entertainment events that do not include an operational or educational component. Tickets to premium sporting or cultural events (such as the World Series, the World Cup, or a World Music Tour). 51

52 Any entertainment event that involves subject matter, individuals, images or conduct of a sexually suggestive, exploitative or otherwise inappropriate nature. Entertainment that amounts to a quid pro quo (i.e., I will give you this, if you give me that). Any entertainment that would violate the standards or policies of the third-party associate s employer. Any entertainment that would be illegal or result in a violation of law. If you are offered entertainment that falls into the never allowed category, you must notify DeVry Group s Ethics and Compliance Services Department. Always ask Some entertainment falls into a gray area, where it is sometimes difficult to know whether entertainment is acceptable. Should a situation like this arise, ask yourself: Would it compromise my ability to remain objective? Would it establish an inappropriate precedent? Would it appear inappropriate to my manager, subordinates, colleagues or others? Would I be comfortable if my participation was reported in the morning paper? If you are still not sure, contact DeVry Group s Ethics and Compliance Services Department. lottery prizes and random drawings Accept only certain prizes related to lotteries, random drawings, and giveaways It is customary for DeVry Group colleagues to attend conferences, meetings held by trade organizations, and other kinds of professional gatherings attended by our third-party associates and competitors. The sponsors or organizers of these conferences or meetings may decide to offer door prizes, random lotteries, or raffles. In general, such items are not thought of as gifts under this Code, because they typically are not exchanged between or among associates in the context of establishing goodwill or trust in a relationship; rather, such items are often provided as part of an attendance package, a prize, or a thank you. 52

53 It is generally permissible to accept a door prize, random drawing, or raffle, provided the prize or item: Is not cash or a cash equivalent (e.g., gift cards, gift certificates, money orders, etc.). Is not a form of security, such as stocks or bonds. Is not an item that is sexually oriented, unsavory, or inappropriate. Does not violate the standards or policies of the third-party associate. Is not illegal. Additionally, you are only allowed to receive a prize or lottery item if all attendees are awarded the same item (or an item of equal value), or if each attendee has an equal chance of winning the prize. These rules help to avoid actual, potential, or perceived conflicts of interest. investing in partner organizations Invest responsibly in organizations with which we partner To avoid perceived, potential, or actual conflicts of interest, as a colleague of DeVry Group or one of its educational institutions, you are not permitted to own a substantial interest (defined below) in any organization with which we partner or with which we may partner. This rule applies to direct and indirect ownership. Substantial interest is an ownership interest of greater than 5% of the total net worth of the colleague and immediate family members, or greater than 1% of the outstanding equity securities for investments in a public company. There may be exceptions related to investments through mutual funds or managed accounts in which colleagues do not choose or manage the investment. 53

54 conflicts of interest Avoid conflicts of interest and promptly disclose them should they arise A conflict of interest may arise when a colleague s private interest interferes or even appears to interfere with the Organization s interests. Colleagues must work objectively and effectively for the Organization. The examples below illustrate potential conflicts of interest that can exist in the context of you and our marketplace: Contracting with a supplier because it is owned by, or employs, a relative or close friend Accepting cash or a cash-equivalent (e.g., a gift card) from a customer or supplier Accepting from a vendor tickets to attend a local sporting or cultural event, and then attending the event without the vendor present Investing more than 5% of your net worth in a supplier or customer Accepting or soliciting special favors or items as a result of your position with the organization from any person or company with which DeVry Group has a current or potential relationship Be sure to review the other examples of conflicts of interest that can arise, by referring to the conflicts of interest sections in the other chapters of this Code. If you are involved in, or are aware of, a perceived, potential, or actual conflict of interest, you are required to disclose this information to the organization s Ethics and Compliance Services Department. 54

55 you and our competitors

56 honesty in competition Compete vigorously, but always honestly, legally, and ethically It is our vision as an organization to be the leading global provider of career-oriented educational services. But how we get there is just as important as reaching our goal. At DeVry Group, we compete vigorously, but we do so fairly and honestly. It is critically important that we comply with antitrust and competition laws everywhere we operate. These laws help to ensure fair competition between and among competitors and prohibit certain activities such as price-fixing, collusion, and predatory practices. you are not permitted to own a substantial interest in any organization with which we partner or with which we may partner. antitrust and competition law Never engage in anti-competitive practices Antitrust laws also known as competition laws are designed to ensure fair competition between and among competitors in the marketplace. These laws regulate certain types of practices in order to ensure that customers and consumers are given a choice in the marketplace, and that they are not subject to predatory or discriminatory practices. These laws benefit economies around the world. Violations of antitrust laws can carry severe fines and penalties. The opportunities for violating antitrust and competition laws are numerous. Activities that pose potential antitrust risk include attendance at trade shows, working through third-party associates, engaging in benchmarking activities, or organizing an acquisition or divestiture. In fact, an ordinary meeting, such as a lunch discussion with a competitor s sales representative, can lead to claims of antitrust law violations. At all times, bear in mind the following prohibitions, which are set forth in many antitrust and competition laws across the world: Never Discuss prices with a competitor. Work with a competitor to fix prices. Agree with a competitor to divide or carve up academic programs or calendars, or geographic markets or regions. 56

57 Agree to limit sales or marketing of services. Enter into exclusive partnerships or agreements. Establish tying arrangements, where a customer can only purchase product A if he or she purchases product B. Treat similar customers differently without a logical economic justification. Destroy the marketing or advertising materials of a competitor. The fines for violations can include individual prison sentences and fines to the organization in the millions. If any competitor approaches you and seeks to engage you in conversation about any of these prohibited topics, you should immediately discontinue the conversation and report it to DeVry Group s Ethics and Compliance Services Department. competitive intelligence Gather information on our competitors legally and ethically In order to pursue our vision of being the leading global provider of career-oriented educational services, it is necessary to understand how our competitors are operating. However, it is important to note that certain kinds of information-gathering are illegal and carry penalties that include prison and fines. We must always gather information only legally and ethically. When gathering information on competitors, you are permitted to: Use the Internet, television, newspapers, newswires, and other public information. Speak with customers, but not to obtain confidential information (such as a confidential bid submitted by a competitor). Rely on information presented publicly at trade shows or conferences (but not through discussions with competitors). Leverage industry surveys from reputable sources. 57

58 When gathering information on a competitor, you must never: Seek out confidential information of a competitor or someone outside the organization. Purchase confidential information related to a competitor. Use confidential information obtained inadvertently or accidentally. Request to see confidential bids submitted by competitors. investing in a competitor Never own more than a substantial interest in a competitor To avoid perceived, potential, or actual conflicts of interest, as a colleague of DeVry Group or one of its educational institutions, you may not own a substantial interest (defined below) in any organization with which we compete or may compete. This rule applies to direct and indirect ownership. Substantial interest is defined as having an ownership interest of greater than 5% of the total net worth of the colleague and immediate family members, or greater than 1% of the outstanding equity securities for investments in a public company. There may be exceptions related to investments through mutual funds or managed accounts in which colleagues do not choose or manage the investment. serving on outside boards and committees Serve on outside boards and committees only when appropriate From time to time, a colleague may be invited to serve as a member of a board of directors, an advisory board, or on a committee related to another organization. Depending on DeVry Group s relationship to the other organization, this may create a perceived, potential, or actual conflict of interest. When considering whether to accept an invitation to serve on an outside board that relates in any way to our operations (even not-for-profit organizations), adhere to the following guidelines: 58

59 Always Make your manager aware of the situation. Fulfill your obligations to the outside organization on your own time. Disclose the outside activity to the Ethics and Compliance Services Department. Never Accept an invitation to serve on an outside board for a competitor of DeVry. When in doubt, contact the Ethics and Compliance Services Department. conflicts of interest Avoid conflicts of interest, and promptly disclose them should they arise A conflict of interest may arise when a colleague s private interest interferes or even appears to interfere with the Organization s interests. Colleagues must work objectively and effectively for the Organization. The examples below illustrate potential conflicts of interest that can exist in the context of you and our competitors: Investing more than 5% of your net worth in a competitor Working as a colleague or consultant for a supplier or customer, unless approved in advance by the Ethics and Compliance Services Department Working for another educational institution that competes with any institution of the DeVry Education Group (Some exceptions may exist. For more information, contact your head of academic affairs.) Contracting with a third-party because it is owned by or employs a relative or close friend Serving as a director of an organization with which we compete Be sure to review the other examples of conflicts of Interest that can arise, by referring to the conflicts of interest sections in the other chapters of this Code. If you are involved in, or are aware of, a perceived, potential, or actual conflict of interest, you are required to disclose this information to DeVry Group s Ethics and Compliance Services Department. 59

60 you and the government

61 bribery and corruption Interact with government officials and colleagues legally and ethically As a global leader in higher education, a significant part of our operations must continue to depend upon our sound legal and ethical dealings around the world. On a day-to-day basis, the quality of education we provide to our students, the sustainable growth of our institutions, and the value we return to our shareholders remains inextricably linked to the legal and ethical manner in which we operate. DeVry Group colleagues and those third parties acting on our behalf are not permitted to promise or provide anything of value to a colleague or official of a foreign government for the purpose of gaining an unfair advantage. You and our third-party associates are also prohibited from receiving bribes from any third party for the purposes of gaining an unfair advantage. Things of value include, but are not limited to: Cash Non-cash payments Benefits Favors Gifts and entertainment (including gifts and entertainment that are Usually Allowed, as set forth in previous sections) Sale of stock or other investment opportunities above or below market value, (i.e., selling to an official or third-party associate at reduced prices or buying from an official at inflated prices) Contracts or other opportunities awarded to DeVry Group in which an official or third-party associate holds a beneficial interest Medical, educational, or living expenses Contributions to a favorite charity Offers, promises, or authorizations of any of the above 61

62 Anti-bribery laws around the world (e.g., the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act) prohibit the direct or indirect bribery of a foreign government official or colleague, and these Prohibitions also apply to the third-party agents and licensees that operate on our behalf. Under these laws, DeVry Group and its colleagues can be held liable for such indirect payments regardless of whether or not we knew of the improper payment. The definition of a government employee is broad, and it includes not only elected officials of foreign governments and colleagues of foreign governments, but also: Consultants who hold government positions. Colleagues of companies owned in whole or in part by foreign governments. Political party officials. Officials of public international organizations. Our anti-bribery rules also extend to instrumentalities of foreign governments. Instrumentalities is a technical way of referring to companies, hospitals, universities, and other entities that are owned, in whole or in part, by a foreign government. In these instances, colleagues who may appear to be employed by a private organization may actually be colleagues of an instrumentality of a foreign government. These colleagues are considered government colleagues or officials of that foreign government. In addition, no colleague may receive or offer, pay, promise, or authorize any kickback or illicit payment or benefit with regard to any third-party associate or government official. Generally, a kickback is defined as a payment from an organization involved in inappropriate bidding or other practices in exchange for assistance with such bidding or obtaining. If you suspect that a gift or other item of value has been improperly promised or provided to a government employee or official, contact DeVry Group s Ethics and Compliance Services Department. Note: It is not unusual for graduation speakers to receive an honorarium. Should the speaker be an elected or appointed official, an honorarium in the form of a non-cash payment or a charitable contribution is generally permissible and would not be considered a payment for the purpose of gaining an unfair advantage. Please contact Government Relations and Public Policy to coordinate a contribution or honorarium and for additional guidance. 62

63 government inquiries and investigations Cooperate and provide timely, transparent, and accurate information DeVry Group operates in a highly regulated environment. Many areas of our operations are governed by strict legal requirements, such as those relating to our marketing and advertising efforts, recruiting campaigns, and student financing programs. This means that from time to time, governments in the countries in which we operate may inspect our operations or request information from us. With these objectives in mind, if you receive a request for information from any government entity, you should immediately send a notice to Regulatory Alert ([email protected]), contact DeVry Group Legal, and preserve any records and information potentially relevant to the matter. So that the organization can ensure that accurate, complete, and truthful information is disclosed, you should wait to disclose information to the requestor until you ve been authorized by DeVry Group Legal or External Relations. If you have questions, please contact the Senior Vice President, External Relations and Regulatory Affairs. political contributions Make political contributions directly or indirectly on behalf of DeVry Group only when authorized to do so DeVry Group believes that it is every colleague s individual right to engage in political activities. If you are involved in personally supporting political candidates of your choice, you may engage in such political activities on your own time, with your own resources. This means that any money you donate to a political party or candidate must be from your own funds, not from any part of the DeVry Group organization. For example, you may not use the organization s facilities to hold a meeting for a candidate, use an organizational computer or copier to create flyers for a political party, or direct colleagues whom you supervise to work at or attend political events on behalf of a candidate or political party. For more guidance on this topic, see the No Solicitation Policy in the DeVry Group Colleague Handbook. 63

64 Only colleagues authorized by the Senior Director, Government Relations and Public Policy are permitted to make political donations on behalf of the organization. If you are authorized, you should remember that political contributions do not always come in the form of cash or check. Examples of other kinds of political contributions include: Purchasing tickets for a political fund-raising event. Providing meals, entertainment, travel, lodging, goods, or services related to a political party, candidate, committee, or political event. Directing DeVry Group personnel to assist with fund-raising activities. The laws in many countries set strict limits on corporate contributions to political parties and candidates. Violators are subject to steep fines and penalties, including imprisonment. lobbying Disclose lobbying activities promptly and accurately If you plan any activity that may be lobbying activity on behalf of the DeVry Education Group you are required to disclose this information in advance to the Senior Director, Government Relations and Public Policy. You may be involved in lobbying if you: Contact legislators, regulators, government officials (or colleagues). Communicate via phone or with government officials or colleagues. Attempt to influence legislative or regulatory action. Provide gifts or entertainment to government officials (in line with the requirements of this Code, see above). 64

65 conflicts of interest Avoid conflicts of interest, and promptly disclose them should they arise A conflict of interest may arise when a colleague s private interest interferes or even appears to interfere with the Organization s interests. Colleagues must work objectively and effectively for the Organization. The examples below illustrate potential conflicts of interest that can exist in the context of you and our government: Contributing to a political party or campaign on behalf of DeVry Group in order to secure a government contract or grant Offering or providing anything of value (including cash, cash equivalents, gifts, entertainment, hospitality, and travel) for the purposes of gaining or maintaining an unfair competitive advantage or influence legislative or regulatory action Promising a government employee or official a position within the organization in exchange for the government entering into a contract with DeVry Awarding a contract to a vendor solely because the vendor is related to a government official Hiring a colleague solely because he or she is related to a government official Be sure to review the other examples of conflicts of interest that can arise, by referring to the other sections of this Code. If you are involved in, or are aware of, a perceived, potential, or actual conflict of interest, you are required to disclose potential conflicts of interest to the organization s Ethics and Compliance Services Department. 65

66 appendix Speak Up HelpLine Numbers Bahamas Brasil Dominica Hong Kong St Kitts St Maarten United States & Canada Speak Up HelpSite Ethics and Compliance Services Web Site Ethics and Compliance Services Security For campus security matters, call the See Something, Say Something hotline: