STATEMENT FROM THE CHAIRMAN

Transcription

1 STATEMENT FROM THE CHAIRMAN In an ever-changing global marketplace, it is important for all of us to have an understanding of the responsibilities each of have in carrying out day-to-day business decisions and the impact such decisions may have on us as individuals and as a Company. In furtherance of this recognition, I wish to call your attention to the revised guidelines we will follow in relation to the Foreign Corrupt Practices Act ( FCPA ), which exposes companies and private citizens to criminal prosecution and civil penalties for non-compliance. This Foreign Corrupt Practices Act Compliance Policy (the Policy ) applies not only to Laureate but also to our subsidiaries and affiliated business entities, and all persons or entities acting on behalf of such entities anywhere in the world. Violations of this Policy will not be tolerated. It is important that you continue to operate with integrity and uphold the highest professional and ethical standards in all parts or your everyday business activities. If after becoming familiar with the Policy you have any questions or concerns about what is proper conduct for you or anyone else, promptly contact Robert W. Zentz, SVP and General Counsel, our designated Compliance Officer, or seek assistance through the Corporate Governance Hotline. Sincerely, Douglas L. Becker Chairman and Chief Executive Officer - 1 -

2 LAUREATE EDUCATION, INC. FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY Statement of General Policy This Foreign Corrupt Practices Act Compliance Policy (the Policy ) has been adopted to ensure that Laureate Education, Inc. and each of its subsidiaries and affiliated business entities (collectively, the "Company") complies with the general requirements of the United States Foreign Corrupt Practices Act (the FCPA ). This Policy applies to the Company as well as to persons acting on behalf of the Company, such as its directors, officers, shareholders, employees, representatives and agents worldwide (collectively, Representatives ). The FCPA is complex and far reaching. This Policy is not intended to be an explanation of all the specific provisions of the FCPA or an exhaustive list of activities or practices that could affect the reputation and goodwill of the Company s business. This Policy should be read in conjunction with the Company's other policies governing employee conduct and may be more restrictive than the letter of the FCPA. The full text of the FCPA is available on the US Department of Justice website at In the case of any inconsistency between any policy of the Company and this Policy, the provisions of this Policy will govern. The Company is committed to a high standard of business conduct and integrity. This means all Representatives of the Company must comply with the spirit and letter of applicable laws and regulations anywhere in the world the Company conducts business. Should an improper practice or irregularity occur within the Company, the Company is committed to making all necessary corrections, taking remedial action to prevent recurrence and making timely and appropriate disclosure of the improper practices or irregularities to the proper authorities. 1. Definition of Terms Used "Company" includes Laureate Education, Inc. and each of its subsidiaries and affiliated business entities. (b) "Representative" means any director, officer, shareholder, employee, representative or agent of the Company. (c) "Family Members" means as to a specific Representative, his or her Immediate Family Members and any company, partnership, limited liability company, trust or other entity that is directly or indirectly controlled by that Representative or by any Immediate Family Member of that Representative

3 (d) (e) (f) Foreign Official includes any foreign political party or official of such party, foreign candidate for political office, officer or employee of a foreign government, regulatory body, accrediting body, public international organization, or any department or agency thereof, member of a royal family who maintains ownership or managerial interest in government industries or government controlled entities, member of a state owned enterprise, or any person acting in an official capacity. "Immediate Family Member" includes the spouse (or life partner) and children of a Representative and any grandparent, parent or sibling (by blood, adoption or marriage) of that Representative or spouse (or life partner) or anyone residing in the same household as such Representative. "Compliance Officer" shall mean the General Counsel of the Company. 2. Illegal Payments (b) The FCPA has two parts: the anti-bribery section and the record keeping and internal controls section. A violation of the anti-bribery section of the FCPA occurs when a payment, offer, or promise to pay anything of value, directly or indirectly, is made to any non-u.s. government official or anyone acting on behalf of a public international organization while knowing that the payment will be used to unlawfully obtain or keep business or direct business to anyone else. Under the FCPA, knowing includes situations where the circumstances make it fairly obvious that an illegal payment will directly or indirectly occur, even if the Representative did not actually know the payment would be made. The Company and/or Representative may be held to have knowledge of an unlawful transaction even if they tried to insulate themselves with willful blindness, ignorance, or conscious disregard of suspicious actions or circumstances. While there are some limited exceptions to the FCPA in certain countries for small payments to expedite or secure the performance of a certain routine government action(s), performance of a contractual obligation or demonstration, and payments written into the law of a foreign county, no Representative shall make or offer to make any payment or take any action which suggests any consideration to any Foreign Official, agent or representative of the United States, any State or jurisdiction of the United States or of any foreign country without the clear and prior written consent of the Compliance Officer

4 (c) (d) Bribery is always unacceptable. It is absolutely imperative that each and every person who does business with the Company understands that Representatives will not, under any circumstances, offer, give or accept bribes or kickbacks. Any demand for a bribe from anyone must be brought immediately to the attention of an Executive Officer, thecompliance Officer and/or the Chief Financial Officer. Each Representative acknowledges that paying, offering, or promising to pay anything of value to a Foreign Official may constitute a violation of the FCPA and expose both the Company and Representative to criminal penalties and/or civil action. The Company can be fined up to $2,000,000, and the Representatives can be fined up to $100,000 and imprisoned for up to 5 years for each violation. Violations of the FCPA may also expose the Company and Representative to additional governmental or private action and penalties under United States and/or foreign laws and treaties. The Company is not permitted by law to pay fines imposed on Representatives for FCPA violations. 3. Preferential Treatment and Gifts Bribery includes anything of value. No Representative shall seek or accept for him or her self or for any Family Member any favors, preferential treatment, special benefits, special documents, gifts or other consideration as a result of such Representative's provision of anything of value to a Foreign Official. The foregoing, however, does not prohibit the receipt of gifts of nominal value (in no event to exceed $250 unless specifically authorized by an Executive Officer or the Compliance Officer); however, if a foreign government has adopted a more stringent policy than the Company regarding gifts, then the Representative must comply with the more stringent policy. (b) No Representative may provide gifts or anything of more than nominal ($100) value to Foreign Officials or employees or members of their families in connection with Company business without first obtaining prior written approval from an Executive Officer, the Compliance Officer or Board of Directors of the Company, as the case may be. Many countries have laws or rules about giving gifts to people who are employed in any capacity by the government of that country. Some countries have laws limiting gifts that can be given to people who are employed by the government of another country. It is the Company s policy to fully comply with all such laws and rules, and it is each Representative s responsibility to be familiar with the local laws and rules

5 (c) The FCPA permits reasonable and bona fide expenses directly related to the promotion of the Company or the execution of a Company contract. While these expenses are often travel, meals and lodging costs, or small gifts related to the promotion of a contract, such as samples and items with the Company s logo. No Representative may pay, offer, or promise to pay for any such travel or lodging expense or item without first obtaining prior written approval from an Executive Officer or the Compliance Officer. Meal expenses are limited to those in compliance with the Company policy on meal expenses. 4. Compliance with Internal Controls and Disclosure Controls (b) (c) The Company is required by the FCPA to keep books, records and accounts in reasonable detail that accurately and fairly show the Company s assets and how the Company s money has been spent. A system of internal accounting controls must be maintained to provide reasonable assurances of adequate internal controls over the accounting and reporting activities at all levels. The record keeping and accounting provisions of the FCPA apply to all transactions, not just those meeting the definition of illegal payments. Under the FCPA, if the Company has a majority interest in a joint venture, the Company is required to comply with the FCPA accounting and record keeping requirements. When the Company has a minority interest, the Company is required by law to make a good faith effort to request the joint venture comply with the FCPA requirements. Many cases under the FCPA are brought under the controls provisions of the FCPA. The Company has adopted a system of internal accounting and operating controls and procedures that must be strictly adhered to by all Representatives in providing financial and business transaction information to and within the Company so that all underlying transactions are properly documented, recorded and reported. These internal controls are the backbone of the integrity of the Company s financial records and financial statements Each Representative shall promptly report to the Chief Financial Officer, the Vice President of Internal Controls or the Compliance Officer any actual or suspected breach or violation of the Company s internal controls that come to the attention of the Representative

6 Each Representative shall promptly report to the Compliance Officer any actual or suspected fraudulent or questionable transactions or occurrences that come to the attention of the Representative. Potentially fraudulent transactions include, without limitation, embezzlement, forgery or alteration of checks and other documents, theft, misappropriation or conversion to personal use of Company assets, and falsification of records. Each Representative is encouraged to bring to the attention of the Vice President of Internal Audit or the Chief Financial Officer any changes that the Representative believes may improve the Company s system of internal controls. (d) The Company has adopted a system of disclosure controls to assure that all important information regarding the business and prospects of the Company is brought to the attention of the Company s Chief Executive Officer and Chief Financial Officer. The accuracy and timeliness of compliance is critical to this system of disclosure controls and is necessary to enable those officers to provide the financial statement and periodic report certifications required by federal law. Each Representative shall strictly adhere to the system of disclosure controls, including the internal reporting responsibilities assigned to him or her by the Company. Each Representative shall promptly report in accordance with Company policy any significant event or occurrence (whether positive or negative) arising in the course of the Representative s duties and responsibilities. (e) (f) Each Representative shall be candid in discussing matters concerning internal controls and business disclosures with the Company s management, internal auditors, outside auditors, outside counsel and directors. Factual information is important. Opinions and observations are strongly encouraged. Any Representative who willfully violates the record keeping provisions or any person who willfully and knowingly makes, or causes to be made, any statement in any application, report, or document required to be filed in violation of those provisions shall be fined not more than $5,000,000, or imprisoned not more than 20 years, or both. Violations of the FCPA may also expose the Company and Representative to additional governmental or private action and penalties under United States and/or foreign laws and treaties. The Company is not permitted by law to pay fines imposed on Representatives for FCPA violations

7 5. Due Diligence (b) The Company may be liable under the FCPA for acts of third parties. To reduce this risk, the Company has instituted mandatory FCPA Due Diligence Procedures. Representatives are responsible for following the Company s FCPA Due Diligence Procedures prior to the engagement of any agent, broker, consultant or other representative. The Company s FCPA Due Diligence Procedures are available from the Compliance Officer. Each engagement contract must append a copy of the Company s FCPA Policy and its Business Ethics Policy and the agent, broker, consultant or other representative must certify compliance. Each Representative is responsible for following the Company s FCPA Due Diligence Procedures prior to entering into any joint venture, partnership or other business relationship to ensure the Company maintains a high degree of integrity. Such due diligence is necessary to determine the Company s risk for exposure to FCPA violations from the proposed business relationship. 6. Implementation of this Policy While each Representative is individually responsible for compliance with this Policy, he or she does not do so in a vacuum. The Company has the resources, people and processes in place to answer questions and guide Representatives through difficult decisions. Compliance Officer Responsibility. The Company General Counsel, reporting directly to the Company s Audit Committee, has been designated the "Compliance Officer." The Compliance Officer is responsible for overseeing, interpreting and monitoring compliance with this Policy. The Compliance Officer reports periodically to the Company s Audit Committee regarding all aspects of administering and enforcing this Policy. (b) Reporting Violations. If a Representative knows of or suspects a violation of applicable law or regulations, this Policy or any other Company policy, he or she must immediately report that information to the Compliance Officer or to the Company s hotline discussed below. No Representative who reports an actual or suspected violation in good faith will be subject to retaliation for making the report

8 (c) The Corporate Governance Hotline. The Company has a 24-hour Corporate Governance Hotline which can be used to report actual or suspected violations of applicable law or regulations, this Policy or any other Company policy, including theft of Corporate property or other business abuse through an independent third party. To report complaints or possible violations of ethical issues, call the Corporate Governance Hotline: Callers in the United States, Canada, Puerto Rico and the U.S. Virgin Islands call toll free For other international Representatives, call For those Insiders who are not English speakers, there are operators available who speak other languages. All communications will be kept confidential to the extent reasonably possible. (d) Investigations of Violations. Reported violations will be promptly investigated and treated confidentially to the extent reasonably possible. It is imperative that the person reporting the violation not conduct a preliminary investigation of his or her own unless such an investigation is part of their employment duties (e.g. employees in security or internal audit). Investigations of alleged violations may involve complex legal issues. Persons who act on their own may compromise the integrity of an investigation and adversely affect both themselves and the Company. 7. Enforcement The Company intends to use every reasonable effort to prevent the occurrence of conduct not in compliance with this Policy and halt any such conduct that may occur as soon as reasonably possible after its discovery. The CEO and/or the Compliance Officer will take such action as he or she deems appropriate with respect to any Representative who violates, or whose Family Member violates, any provision of this Policy, including, but not limited to, termination of employment and possible legal action, and will inform the Board of Directors of the Company of all material violations. Any alleged violation investigated by the Compliance Officer will be presented promptly to the Audit Committee of the Board of Directors for its consideration and such action as the Committee, in its sole judgment, shall deem warranted. The Compliance Officer will keep records of all reports created under this Policy and of all action taken under this Policy. All such records will be maintained in such manner and for such periods as are required under applicable Federal and state law(s). 8. Condition of Employment or Service All Representatives shall conduct themselves at all times in the best interests of the Company. Compliance with this Policy and with the local laws of the countries in which the Company operates shall be a condition of employment and of continued employment with the Company. Conduct not in accordance with this Policy shall constitute grounds for disciplinary action, including termination of employment

9 This Policy is not an employment contract, nor is it intended to be an all inclusive policy statement on the part of the Company. The Company reserves the right to provide the final interpretation of this Policy and to revise it whenever deemed necessary or appropriate. The Company encourages each Representative to seek appropriate advice from the General Counsel if there is any doubt as to the lawfulness or appropriateness of any proposed or discovered action. ********** - 9 -