Code of Ethical Conduct

Date of Original Implementation: January 4, 2008

Date of Last Revision: February, 2011

As an institution dedicated to the search for truth through teaching, scholarship, and research, Cambridge College is committed to excellence and integrity in all its endeavors. In this way, Cambridge College will maintain the trust and confidence of both the College community and the public. The College’s reputation is one of its most valuable assets.

Cambridge College trustees, officers, and employees are expected to undertake their responsibilities on the College’s behalf with diligence and professionalism and to comply with the highest standards of honesty, integrity, and fairness. This includes, but is not limited to, being respectful of the rights of others and forthright in all dealings with members of the College community as well as third parties; protecting the privacy of confidential information; and compliance with all applicable laws, rules, and regulations. College representatives should not place their personal interests above the best interests of the College; even the appearance of impropriety must be avoided.

A. Scope.

This Code of Ethical Conduct applies to all Cambridge College trustees, officers, and employees (collectively, the “Covered Parties”). It is not intended to replace, and may be supplemented by, specific College policies that have been adopted in the past and that may be adopted in the future. This Code may be amended or supplemented from time to time by the Board of Trustees.

B. Purpose.

The College has upheld and will continue to uphold the highest levels of ethics and integrity in all its affairs. To this end, this Code of Ethical Conduct serves (1) to emphasize the College’s commitment to ethical conduct and compliance with the law; (2) to set forth basic standards of ethical and legal behavior; (3) to provide reporting mechanisms for known or suspected ethical or legal violations; and (4) to help prevent and detect wrongdoing.

Given the variety and complexity of ethical questions that may arise in the course of carrying out the College’s business, this Code can serve only as a general guide. Confronted with ethically ambiguous situations, Covered Parties should keep in mind the College’s commitment to the highest ethical standards and seek advice from the General Counsel so as to ensure that this commitment is honored at all times.

C. Ethical Standards.

1. Conflicts of Interest.

Trustees, officers, and employees of Cambridge College serve the public trust and are required to fulfill their responsibilities with care and loyalty. All decisions and actions of the board and the administration are to be made for the sole purpose of advancing the best interests of the institution and the public good. The integrity of Cambridge College must be protected at all times, and the fiduciary relationship of trustees, officers, and employees to Cambridge College must be honored in both actuality and appearance. A conflict of interest exists when a College representative’s direct or indirect personal interests are inconsistent with or interfere with the best interests of the College. Conflicts of interest may occur in a variety of forms, including private inurement, nepotism or self-dealing for financial gain. The College’s conflict of interest policy sets forth in detail the standards and procedures to be followed when dealing with situations that may present a conflict of interest. Conflict of Interest Disclosure Forms must be completed by of all trustees and employees as outlined in the Conflict of Interest Policy.

2. Corporate Opportunities.

Covered Parties owe a duty to the College to advance its legitimate interests
whenever possible, and they are prohibited from taking for themselves opportunities that are discovered through the use of College property, information, or position without the prior written consent of the College. No Covered Party may use College
property, information, or position for improper personal gain, and no employee may
directly or indirectly compete with the College. Additionally, Covered Parties should not engage in economic activities even on their own time that might affect decisions at their College job, or that might lead them to disclose confidential information learned on the job. Simply put, Covered Parties should not engage in business or investments that might make them want to do their College job differently.

3. Fair Dealing.

Whenever they act on the College’s behalf, and regardless of whether they are dealing with colleagues or third parties, Covered Parties are required to act honestly, in good faith, and with professionalism. No Covered Party may take unfair advantage of another person through harassment, manipulation, abuse of privileged information, misrepresentation of material facts, or any other unfair practice. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or wrongfully inducing such disclosures by past or present employees of other organizations is prohibited.

4. Confidentiality.

Covered Parties must maintain the confidentiality of confidential information entrusted to them, except when disclosure is authorized by an appropriate officer of the College or required by law. Confidential information includes all non-public information that might be of use to competitors or other third parties or harmful to the College or its constituencies if disclosed; it also includes information that third parties have entrusted to the College. The obligation to preserve confidential information continues even after employment ends.

5. Protection and Proper Use of College Assets.

Covered parties should protect the College’s assets and ensure their proper and efficient use. Theft, carelessness, and waste have a direct impact on the College’s operations. Any suspected incident of fraud or theft should be immediately reported for investigation. College facilities and equipment should not be used for non-College business, although incidental personal use may be permitted.

The obligation of Covered Parties to protect the College’s assets includes, but is not limited to, its proprietary information. Proprietary information includes intellectual property such as patents, trademarks, and copyrights, as well as business plans, databases, records, employment information, and any unpublished financial data and reports. Unauthorized use or distribution of this information violates College policy and may also be illegal and result in criminal and/or civil liability.

6. Compliance with Laws, Rules, and Regulations.

Obeying the law, both in letter and in spirit, is the foundation on which the College’s ethical standards are built. In conducting the affairs of the College, Covered Parties must comply with applicable laws, rules, and regulations at all levels of government in the United States and in any other jurisdiction in which the College does business. Although not all Covered Parties are expected to know the details of these laws, it is important to know enough about applicable federal, state, and local laws to determine when to seek advice from supervisors or other appropriate personnel. When in doubt, ask.

7. Timely and Truthful Public Disclosures.

Covered Parties involved in the preparation of financial and other reports and documents (and information included therein) filed with or submitted to federal, state, and local authorities by the College are required to make disclosures that are full, fair, accurate, timely, and understandable. They may not knowingly conceal or falsify information, misrepresent material facts, or omit material facts necessary to avoid misleading the authorities or the College’s independent auditors. The same standards apply to other public communications made by the College.

8. Significant Accounting Deficiencies.

The President, Chancellor and the Vice President for Financial Affairs should promptly bring to the attention of the Audit, Finance and Investment Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls over financial reporting which could adversely affect the College’s ability to record, process, summarize, and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the College’s
financial reporting, disclosures, or internal control over financial reporting.

9. Gifts.

The acceptance of gifts or benefits by trustees and employees must always be weighed against the perception that the gift is meant to sway or influence the discharge of official duties on
behalf of the College. Covered Parties should never accept any gift or benefit that might make influence their decisions on the job. Employees should report all gifts or benefits received in excess of one hundred dollars ($100) in value to their supervisor and Vice President. Trustees should report gifts or benefits in excess of one hundred dollars ($100) to the Chair of the Audit, finance and Investment Committee of the Board. Honoraria, meals, plaques and awards are not considered gifts or benefits under this policy.

10. Nepotism.

Covered parties shall not directly employ or supervise any member of their immediate family. A member of one’s immediate family means (1) a spouse; (2) a child, grandchild, parent, grandparent, sibling, uncle, aunt, nephew, or niece, or the spouse of any such person; (3) a person having a step-relationship described in (2) above; (4) a parent-in-law or a brother- or sister-in-law; or (5) any other person who resides in the same household as the trustee, officer, or employee. Only under rare circumstances with the review of the Director of Human Resources, the General Counsel and the Vice President for the area involved, can a recommendation be made to the President for an exception to this rule. Exceptions which involve the employment of a trustee’s immediate family member must be reviewed by the General Counsel and President, approved by the Chair and disclosed to the Board. All Covered Parties are require to disclose immediate family members employed anywhere within the College on their Conflict of Interest Disclosure Forms (including the duty to supplement disclosures).

11. Misrepresentations.

Cambridge College expects all Covered Parties to uphold ethical standards in conducting the business of the College. The good name and reputation of the College are critical to its mission. No one should engage in conduct which constitutes a substantial misrepresentation of the College, including the nature of its educational programs, financial charges, or the employability of its graduates. Misrepresentation includes any false, erroneous or misleading statement, or a statement that has the likelihood or tendency to mislead or confuse. A substantial misrepresentation is one on which the person to whom it was made can reasonably be expected to rely, or has reasonably relied, to that person’s detriment. Students, prospective students and others who believe they have experienced misrepresentation as described by this policy should contact the Supervisor for the area involved, the Dean of Students, Dean of the School, Center Director or other appropriate official and report the misrepresentation, seeking help to rectify the matter.

D. Administration.

1. In General.

This Code of Ethical Conduct has been adopted by the Board of Trustees and is to be administered by or at the direction of the Audit, Finance and Investment Committee of the Board. In general, matters arising under this Code involving College trustees and officers are subject to the review of the Audit, Finance and Investment Committee. Matters involving other Covered Parties are subject to the review of a Compliance Committee consisting of the Vice President for Financial and Administration, the Provost and Vice President for Academic Affairs, and the General Counseland such other members as may be appointed by the President.

2. Reporting Known or Suspected Violations of this Ethical Conduct Policy or Other Laws.

It is the policy of Cambridge College that all good faith whistleblower reporting be fully encouraged and protected
Cambridge College strives to operate in an ethical, honest and lawful manner and expects its faculty, administrators, staff and students to conduct their activities in accordance with College policies and applicable law. The College strongly encourages all faculty, administrators, staff and students to report suspected or actual wrongful conduct by College employees through channels that the Board of Trustees shall establish for such reporting pursuant to this Policy. No College faculty member, administrator, staff member or student may interfere with the good faith reporting of suspected or actual wrongful conduct; no individual who makes such a good faith report shall be subject to retaliation, including harassment or any adverse employment, academic or educational consequence, as a result of making a report.

College trustees and officers are required to report promptly any known or suspected violations of this Code of Ethical Conduct or other violations of law to the Chair of the Audit, Finance and Investment Committee. All other Covered Parties, students and the public should bring any known or suspected violations to the attention of their Supervisors, the General Counsel or the Compliance Committee, or may anonymously and confidentially file a report through the EthicsPoint System. Go to the Cambridge College website for information on the EthicsPoint System.

3. Accountability for Violations.

If the Audit Committee or the Compliance Committee (or a designee) determines that this Code has been violated, including (without limitation) by failure to report a violation or by withholding information relating to a violation, the offending Covered Party may be disciplined, with penalties up to and including removal from office or termination of employment. Violations of this Code may also constitute violations of law and may result in criminal and/or civil liability for the offending Covered Party and the College. All Covered Parties are required to cooperate in internal investigations of possible misconduct.

E. Guidance.

All College trustees, officers, and employees must work together to ensure prompt and consistent enforcement of this Code of Ethical Conduct. In some situations, it may be difficult to know if a violation has occurred. Because it is impossible to anticipate every situation that will arise, it is important to be able to approach a new question or problem with confidence. Trustees and officers having questions about their obligations under this Code or any other College policy should consult the Chairman of the Audit, Finance and Investment Committee or the General Counsel; all others should consult their supervisors, the General Counsel, or the Compliance Committee.

Individual Responsible for Revision and Implementation: General Counsel