Trustee Code of Business Ethics

Policy Number: 600.003.01

Effective Date: June 2009

Introduction

Scripps College prides itself on maintaining high ethical standards in all dealings with the business community, the public, the College community, and fellow employees. Scripps has certain policies essential to maintaining these standards Scripps College Mission Statement, Principles of Community and The Guide to Student Life.  All of those who work for and with Scripps College are aware of our commitment to these standards, and we will work hard to meet them. However, to formalize our commitment to certain critical policies, our Board of Trustees has adopted a Code of Business Ethics. This Code of Business Ethics does not summarize all our policies. Every trustee and Board committee member must also comply with all of our other policies set out in our Trustee Handbook, as appropriate.

The Code

  1. Individual responsibility.  As a Scripps College trustee and/or Board committee member, you have an individual responsibility to deal ethically in all aspects of your work and to comply fully with all laws, regulations, and policies.  You are expected to assume the responsibility for applying these standards of ethical conduct and for acquainting yourself with the various laws, regulations, and policies applicable to your assigned duties.  Trustees must assume responsibility for ensuring that their conduct and the conduct of those whom they supervise comply with this Code.  If you are ever unsure about the legal course of action, please immediately request assistance from the Office of the President. However, no one at Scripps College is authorized to instruct you to engage in any illegal activities under any circumstances.
  2. Confidentiality.  The College is entrusted with many kinds of confidential, proprietary, and private information regarding members of the Scripps community, the College, and its business dealings.  It is imperative that those who have access to this information do not make any unauthorized disclosures of the information, either during or after employment.Records containing personal data on trustees, employees and students are confidential.  They are to be carefully safeguarded and kept current, relevant and accurate.  They should be disclosed only to authorized persons having a “need to know” or pursuant to lawful process as approved by the Office of Human Resources.
  3. Honesty and fairness.  Scripps College expects from each of its community members honesty and fairness in dealing with others.  You are expected to accept responsibility for your actions and to report information accurately to fellow trustees and committee members.
  4. College Records. All College records and other essential data must be prepared accurately.  Preparing an intentionally false or misleading report, including minutes of meetings, or record of measurement is considered a serious offense.
  5. Foreign Corrupt Practices.  Under the U.S. Foreign Corrupt Practices Act and our policies, you are strictly prohibited from giving anything of value, directly or indirectly, to foreign government officials or foreign political candidates in order to obtain or retain business or financial advantage.  In addition, you are strictly prohibited from giving domestic governmental officials business gratuities or gifts valued in excess of $50.00.  You should be aware that the U.S. government can and has imposed criminal sanctions on individuals and entities that have improperly given gifts to U.S. government personnel, and the promise, offer, or delivery to an official or employee of the U.S. government of a gift or other gratuity would not only violate our policies, but might also be a criminal offense.
  6. Honesty and Fair Dealing. Scripps College seeks to meet its goals honestly and fairly, and we seek advantages through superior performance, hard work, and intellectual skill.  We believe that strong competition is the cornerstone of our economy and that unethical or illegal business practices have no part in this competition.  We strive in all instances to deal fairly with our customers, suppliers, competitors, officers, employees, and students and their families.
  7. Reporting Requirements.  From time to time, Scripps is required to report matters to public or government agencies.  Whether or not you are directly involved in that process, you have several responsibilities:
    • Depending upon your position, the College may ask you to provide information to ensure that our reports are complete, fair, and understandable.  We expect you to provide prompt, accurate answers to inquiries related to our public disclosure requirements.
    • All College accounts, financial reports, tax returns, expense reimbursements, time sheets, and other documents, including those submitted to government agencies, must be accurate, clear, and complete.  All entries in College books and records, including departmental accounts and individual expense reports, must accurately reflect each transaction.  Our books, records, accounts, and financial statements must conform to generally accepted accounting principles in the United States of America, to applicable legal requirements, and to the College’s system of internal controls.  Any funds or assets under College control must be recorded in the books of account.  Additionally, records should always be retained or destroyed consistent with our current record retention practices. In accordance with our policies, in the event of litigation or governmental investigation, please consult one of the officers of the College immediately.
    • Our public reports should fairly and accurately reflect the state of our College.  If you believe they do not, you have a responsibility to bring your concerns to the attention of the Chairman of the Board, the Chairman of the Audit Committee or the President.

    Because of the importance of this issue, the Audit Committee of our Board of Trustees has adopted a policy that requires every employee of Scripps College who has any concerns about the manner in which the College’s financial statements or public reports are prepared, the sufficiency of its internal financial controls, the honesty or competence of its financial management or independent auditors, or any other matter within the purview of the Audit Committee to report the matter promptly to any member of the Audit Committee.  The policy states that “the Audit Committee will attempt to keep the name of the person reporting the potential issue confidential to the extent requested by that person and not inconsistent with the best interests of the College.  The Audit Committee will not tolerate retaliation against any person who reports potential issues to the Audit Committee in good faith.”

  8. Conflicts of Interest, Compensatory Arrangements and Business Relationships.
    1. Each trustee and committee member should be sensitive to situations that could raise questions of potential or apparent conflicts between your personal or business interests and the College’s interests.  A “conflict of interest” exists whenever your private or business interests interfere or conflict in any way (or even appear to interfere or conflict) with the College’s interests. A conflict of interest can arise when you take actions or have interests that may make it difficult to perform your work for the College objectively and effectively.  A conflict of interest may also arise when you, or your family members (that is, your spouse, ancestors, brothers and sisters, children, grandchildren, great-grandchildren and spouses of brothers, sisters, children, grandchildren and great-grandchildren),  receive improper personal benefits as a result of your position with us, regardless of the source of those benefits.  Similarly, you owe Scripps College a duty to advance its legitimate interests when the opportunity to do so arises.As examples, it is a conflict of interest for you or your family member to:
      • receive any form of compensation from any person with whom the College is doing business;
      • accept gifts of significant value from any person with whom the College is doing business;
      • own an interest in any supplier to the College (other than an interest of less than 1% in a public company);
      • take personal, business or investment opportunities that properly belong to Scripps College discovered through the use of its tangible or intangible property, confidential information, or your position with it;
      • use the College’s tangible or intangible property, confidential information, or your position with the College for personal gain; or
      • compete with the College (this provision in no way is meant to preclude your or a family member’s employment at another institution of higher education).

      Many times, the best policy will be to avoid any direct or indirect business connection with our customers, suppliers, or competitors, except on our behalf.  However, if you think you might have a conflict of interest, you must promptly disclose that conflict to the Chairman of the Board, the Chairman of the Audit Committee or the President, regardless of how “natural” or “innocent” the conflict may seem.  Following such disclosure, the Executive Committee of the Board shall determine whether you may proceed despite any conflict of interest, in which case you will receive a written authorization from the Chairman of the Board.   However, until you receive such a written authorization, you may not proceed with any transaction that may result in a “conflict of interest.” If you become aware of an unapproved conflict of interest on the part of anyone at the College, you must report such potential conflict of interest promptly to the Chairman of the Board, the Chairman of the Audit Committee or the President.  All conflicts of interest are to be reviewed annually by the Nominations and Governance Committee and the Audit Committee of the Board of Trustees.

    2. Scripps College is a nonprofit organization and is required to file informational returns with the Internal Revenue Service and with other governmental agencies. To assure compliance with applicable law, you will be asked periodically to disclose (i) the occurrence of any conflicts of interest with the College, (ii) any arrangements by which you or your family members are entitled to receive any compensation from the College, (iii) any family relationships with another trustee, officer and key employee of the College, and (iv)any direct or indirect business relationships (includes employment or common investments, but excludes transactions that are in the ordinary course of either party’s business, which are on the same terms as that offered to the general public) you have with another trustee, officer, or key employee of the College or an organization in which the other party is a trustee, director, officer, key employee or owner of more than a 35% interest.  The College is obligated to disclose in its informational returns any conflicts of interest between the College and a trustee, any compensatory arrangement with a trustee or a family member that might result in a trustee’s lack of independence, any family relationships between trustees, officers and key employees and any business relationships between trustees, officers, key employees or an organization in which the other party is a trustee, director, officer, key employee or owner of more than a 35% interest.As outlined above, (I) if you or your family members have or plan to enter into a compensatory arrangement with the College that may result in your lack of independence; (II) if you have a family relationship with another trustee, officer or key employee of the College; or (III) if you have or plan to enter into a business relationship with another trustee, officer, key employee or an organization in which the other party is a trustee, director, officer, key employee or owner of more than a 35% interest; you should promptly disclose such arrangements or relationships to the Chairman of the Board, the Chairman of the Audit Committee or the President.  Following such disclosure, the Executive Committee of the Board shall determine whether you may proceed with such arrangement or relationship, in which case you will receive a written authorization from the Chairman of the Board.  However, until you receive such a written authorization, you must refrain from continuing or proceeding with any such arrangement or business relationship. If you become aware of (I) an unapproved compensatory arrangement between a trustee and the College, (II) an unapproved family relationship between a trustee and another trustee, officer or key employee of the College, or (III) an unapproved direct or indirect business relationship between trustees, officers, key employees and an organization in which the other party is a trustee, officer, key employee or owner of more than a 35% interest, an employee of an organization in which the other party is a trustee, officer or key employee of the College or an owner of an entity also owned by a trustee, officer or key employee of the College, you must report such arrangement or relationship promptly to the Chairman of the Board, the Chairman of the Audit Committee or the President.  All compensatory arrangements between a trustee and the College, all family relationships and all direct or indirect business relationships are to be reviewed annually by the Nominations and Governance Committee and the Audit Committee of the Board of Trustees.
  1. Use of College Resources. Scripps College is a nonprofit organization under the Internal Revenue Code.  As a nonprofit, the College receives donations from a wide variety of individuals, corporations, and foundations.  All Scripps community members have a responsibility to use such funds prudently, ethically, and for the purposes for which they are designated.
  2. Reporting any Illegal or Unethical Behavior.  If you ever think that anyone connected with the College may have taken, or is about to take, any illegal or unethical behavior, or has otherwise violated this Code, you must promptly bring the matter to the attention of the Chairman of the Board, the Chairman of the Audit Committee or the President.  If you do not believe that talking with these individuals is appropriate, or if it does not result in a response with which you are comfortable, then you should contact any of the College’s other officers or any member of the Audit Committee of the Board of Trustees.  If you ask, we will keep your name confidential unless this would violate applicable law or our legal responsibilities to others.
  3. Special Requirements for Consent or Waiver.  Any consent or waiver with respect to this Code must be in writing and approved by a majority of the Board of Trustees or its authorized committee, including the Executive Committee.
  4. No Retaliation. The College will not tolerate retaliation of any kind against any person who in good faith reports to us potential issues relating to violations of law or this Code by another party or parties.  Raising such concerns is a service to the College and will not jeopardize anyone’s position on the Board.
  5. Consequences of Violations of Scripps’ Policies.  You are responsible for ensuring that your own conduct fully complies with this Code and with Scripps’ policiesConduct representing a violation of this Code may, in some circumstances, also subject you to civil or criminal charges and penalties.

If you are ever unsure about whether some action or situation would be consistent with this Code of Business Ethics, or if you encounter a situation and you are unsure what to do, you agree to discuss it with the Chairman of the Board, the Chairman of the Audit Committee, or the President of the College before taking further action.