U.S. Policy on Government-Related Business Courtesies, Political Contributions, and Lobbying Policy # Function Author(s) Policy Owner ETC.07 Ethics & Compliance Mark Snyderman, Jennifer Blum, Deborah Zimic Mark Snyderman Approval Date Effective Date Recommended Review Cycle 11/1/2013 11/1/2013 3 Years Revision # Date Description of Changes Requested by Approved by 1 11/1/2017 Revised to conform with Policy on Policies Mark Snyderman Policy Council
Table of Contents 1. Policy Context... 3 1.1 Purpose... 3 1.2 Scope... 3 1.3 Definitions... 3 2. Policy Statement... 3 2.1 Roles and Responsibilities... 3 2.2 Policy Requirements... 4 2.3 Deviations... 6 2.4 References... 6 3. Policy Governance... 6 3.1 Ownership... 6 3.2 Non-compliance Warning... 7 3.3 Review... 7 2017 Laureate Education, Inc. Confidential & Proprietary Page 2 of 7
1. Policy Context 1.1. Purpose In the U.S., there is increasing public attention and regulation of private sector expenditures related to government activities. Federal, state, and local laws specifically address the provision of gifts to government officials and employees, campaign finance, and lobbying. The following Policy is a companion to the Policy on Gifts, Meals, Entertainment, Sponsored Travel, and Other Business Courtesies (ETC.03), and is intended to address these particular U.S. concerns. 1.2. Scope This Policy applies to every officer, director, full- and part-time employee, faculty member, contractor, and student worker of Laureate operating in the United States or U.S. territories. They also apply to all agents, representatives, consultants, distributors, dealers, and other third parties doing business on behalf of Laureate or its affiliates in the U.S. or U.S. territories. References in these Guidelines to Laureate include Laureate Education, Inc., and its subsidiaries and affiliates, including all members of the Laureate International Universities network. 1.3. Definitions Business Courtesies: Meals, gifts, entertainment, travel and travel-related expenses, and expenses associated with events such as conferences, seminars, college fairs, and training offered to or received from Outside Parties. Government Official: Includes: An employee, official, or functionary of any government, agency, ministry, or department of a government at any level Any person acting on behalf of a government A political party or any official of a political party, including candidates for political office An official or employee of a company, utility, or organization wholly or partially controlled by a government (for example, a state-owned telecommunications company) An officer or employee of an international governmental organization, such as the United Nations or the World Bank 2. Policy Statement 2.1. Roles and Responsibilities Chief Ethics & Compliance Officer: is the Policy Owner responsible for monitoring and enforcing compliance with this Policy, and may delegate these activities to others, including Regional and Local Compliance Officers, as appropriate. The Chief Ethics & Compliance Officer may report directly to the Audit Committee of the Board of Directors as needed concerning compliance with this Policy. 2017 Laureate Education, Inc. Confidential & Proprietary Page 3 of 7
Internal Audit: performs anti-corruption audits, recommends control improvements, and monitors the effectiveness of controls designed to mitigate corruption risks. Legal Counsel: provides expertise and advice on anti-corruption laws. Local Compliance Officers: respond to request for approvals under this Policy, respond to inquiries about appropriate conduct under this Policy, and receive reports of potential violations of the Policy. Managers: monitor employee conduct and escalate potential violations of this Policy to their Local Compliance Officer or Corporate Ethics & Compliance. Senior VP for External Relations and Public Policy: respond to request for approvals under this Policy, respond to inquiries about appropriate conduct under this Policy, and receive reports of potential violations of the Policy. 2.2. Policy Requirements This Policy addresses: the provision of Business Courtesies to or by any U.S. federal, state, or local government official; the provision of political contributions, including in-kind contributions of Laureate resources, to federal, state, or local candidates, political parties or other political committees in the U.S.; and communications with U.S. federal, state, or local government officials or employees on behalf of Laureate. 2.2.1. Provision of Courtesies to U.S. Government Officials The presumptive policy at Laureate is that nothing of value shall be provided by any personnel to U.S. federal, state, or local government officials, or employees. Laureate personnel may provide certain Business Courtesies to government officials if they are permitted by law, reasonable, and appropriate in relation to Laureate s legitimate business activity. In addition, all such courtesies must be pre-approved by the relevant Local Compliance Officer or the Senior VP for External Relations and Public Policy. Examples of courtesies requiring pre-approval include: the attendance of any government official at functions at Laureate s institutions or facilities, and in particular when food, beverages, entertainment or promotional items are provided the provision of food or beverages by personnel acting in their Laureate capacity to government officials outside of Laureate s institutions or facilities 2017 Laureate Education, Inc. Confidential & Proprietary Page 4 of 7
the reimbursement or payment for travel/lodging expenses for government officials to attend events at Laureate institutions or functions the provision of any plaques or similar commemorative items to government officials or employees the use of Laureate s facilities or institutions by any government official for official or nonofficial purposes 2.2.2. Political Contributions and Activities Our presumptive policy is that Laureate will not make political contributions, including in-kind contributions of Laureate property or other resources, to federal, state, or local candidates, political parties or other political committees in the U.S. On a limited basis, Laureate may permit the use of Laureate resources for campaign or electionrelated purposes, if such use is conducted in compliance with applicable laws, reasonable, and appropriate in relation to Laureate s legitimate business activity. In addition, all such contributions must be pre-approved by the relevant Local Compliance Officer or the Senior VP for External Relations and Public Policy. Examples of contributions requiring pre-approval include: the use of Laureate s facilities, including but not limited to its classrooms, meeting rooms, dining rooms or studios, in connection with campaign-related activities or events, including fundraisers and political forums/debates the provision of food or beverages to attendees at campaign-related activities on Laureate institution premises participation by Laureate employees in campaign-related activities on behalf of Laureate the use of Laureate letterhead, email system or mailing list in connection with campaignrelated activities If you have any question whether an activity might be considered political or campaign-related, check with your Local Compliance Officer or the Senior VP for External Relations and Public Policy. Note: U.S. federal law prohibits direct, hard-dollar contributions by corporations at the federal election level. And Laureate will not reimburse any person for political contributions made with personal funds. Employees are free to make their own political contributions as they see fit, without any input or interference from Laureate. However, if an employee would like to make an individual political contribution that the employee views as important to Laureate s business, we encourage consultation with the relevant Local Compliance Officer or their designee before acting. 2017 Laureate Education, Inc. Confidential & Proprietary Page 5 of 7
2.2.3. Communications with Government Officials in the U.S. Many communications made to U.S. federal, state, and local government officials on behalf of Laureate or Laureate institutions are regulated by lobbying laws that impose registration, reporting, and other requirements. Laureate policy is that, other than as appointed by the Laureate General Counsel, no employee or agent, other than the Senior VP for External Relations and Public Policy, or their specific agents, shall trigger lobbying registration requirements on Laureate s behalf. Laureate s contractual agreements with these agents must require the agents to comply with all relevant lobbying and ethics laws. Therefore, Laureate personnel may not contact U.S. federal, state, or local government officials on behalf of Laureate or any Laureate institution for the purpose of influencing a law, regulation, or policy, or the outcome of a government determination without prior approval from the relevant Local Compliance Officer or the Senior VP for External Relations and Public Policy. Furthermore, such contacts must align with Laureate s overall government relations strategies. 2.2.4. Seeking Approval Laureate personnel may not engage in any of the above-described activities without the designated prior approval. When seeking prior approval, personnel should provide documentation that reflects (a) the purpose of the courtesy, political contribution, or communication, (b) the individual receiving it, (c) the recipient's organization/government agency and position, (d) a description of the courtesy, political contribution, or communication, (e) the identity of others attending (if a meal, meeting or other event), (f) the value of any business courtesy, or political contribution, and (g) the legitimate business reasons for the courtesy, political contribution, or communication. 2.3. Deviations There are no deviations currently approved for this Policy. 2.4. References Questions about these Guidelines should be addressed to the relevant Local Compliance Officer or to the Senior VP for External Relations and Public Policy, or through the Laureate Ethics Helpline at www.laureateethics.net. 3. Policy Governance 3.1. Ownership It is the responsibility of the Chief Ethics & Compliance Officer and the Senior VP for External Relations and Public Policy to monitor and enforce compliance with this Policy. 2017 Laureate Education, Inc. Confidential & Proprietary Page 6 of 7
3.2. Non-Compliance Warning Employees who violate this Policy will be subject to disciplinary action, up to and including termination of employment. 3.3. Review This policy should be reviewed by the Policy Council every three years for clarity, accuracy, and relevance. 2017 Laureate Education, Inc. Confidential & Proprietary Page 7 of 7