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Infoage Learning

Conducts & Ethics

INFOAGE LEARNING, CODE OF BUSINESS CONDUCT AND ETHICS

Infoage Learning (the “Company”) values its reputation for integrity. Our directors, officers and employees shall at all times conduct themselves with the highest regard for ethics, integrity and applicable laws. The Board of Directors, upon the recommendation of the Governance Committee, has adopted this Code of Business Conduct and Ethics (the “Code”) which applies to the Company’s employees, officers and directors regarding a wide range of topics and is generally designed to:

  • Promote honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest.
  • Promote full, fair, accurate, timely and understandable disclosure of financial and other information to the SEC and the public.
  • Promote compliance with all applicable laws and governmental rules and regulations.
  • Promote the appropriate use and treatment of tangible and intangible property of the Company, including its trade secrets and proprietary information and the protection of the Company’s legitimate business interests, including corporate opportunities and confidential information.
  • Promote respect for the individuals, property and other rights of our employees, customers, suppliers and competitors.
  • Deter wrongdoing.

All directors, officers and employees of the Company are expected to be familiar with the Code and to adhere to those principles and procedures set forth in the Code that apply to them. The Company’s policies and procedures set forth in its other employment related materials are separate requirements and are not part of this Code.

Honest and Ethical Conduct

The following principles of ethical conduct apply to all directors, officers, and employees of the Company, and form the basis for the specific business practices and standards set forth in the remainder of this Code.
Each director, officer and employee must:

  • Conduct business honestly, fairly, and in an ethical and proper manner, including being honest and candid while still maintaining the confidentiality of information where required by law or consistent with the Company’s policies.
  • Conduct business with due regard for compliance with all applicable laws and regulations.
  • Foster, maintain and adhere to the highest standards of business conduct and ethics by avoiding any actions creating even the appearance that they are violating law, regulation or Company policy.
  • Not sacrifice ethical behavior in the pursuit of business objectives.
  • Reflect the highest level of integrity and ethics in dealing with each other, our customers, stockholders and the public.
  • View each other as valuable members of the corporate team and treat each other with respect and dignity.

Compliance with Laws

It is the Company’s policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each employee, officer and director to adhere to the standards and restrictions imposed by those laws, rules and regulations.

If a director, officer or employee has any questions concerning the legality of a proposed course of action, the scope of a law or regulation, or the interpretation or application of a law, he or she should contact the General Counsel for clarification, guidance and assistance before taking the proposed course of action.

It is against Company policy and in many circumstances illegal for a director, officer or employee to purchase or sell Company securities or those of any other company while in possession of material nonpublic information unless otherwise permitted by law. Any director, officer or employee who is uncertain about the legal rules involving a purchase or sale of Company securities, or securities in companies that he or she is familiar with by virtue of his or her work for the Company, should consult with the General Counsel before making any such purchase or sale.

Integrity of Business and Accounting Records and Disclosure

All the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. No records or information will be manipulated for the purpose of altering or distorting business results, and no deliberately false or inaccurate entries will be made for any purpose. All directors, officers and employees are required to cooperate with the Company’s internal and independent auditors, and no director, officer or employee may take any action to coerce, manipulate, mislead or fraudulently influence any such auditors.

The Company requires honest and accurate recording and reporting of business expense accounts, which must be documented and recorded accurately and regularly in accordance with Company policies. Any employee unsure whether a particular item is a legitimate business expense should ask his or her supervisor.

Each director, officer or employee involved in the Company’s disclosure process, including, but not limited to the Chief Executive Officer, the Chief Financial Officer controller or treasurer or persons performing similar functions (the “Senior Financial Officers”), is required to be familiar with and comply with the Company’s disclosure controls and procedures and internal control over financial reporting, to the extent relevant to his or her area of responsibility, so that the Company’s public reports and documents filed with, or submitted to, the Securities and Exchange Commission (“SEC”) comply in all material respects with the applicable federal securities laws and SEC rules. In addition, each such person having direct or supervisory authority regarding these SEC filings, submissions or the Company’s other public communications concerning its general business, results, financial condition and prospects should, to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.

Each director, officer or employee who is involved in the Company’s disclosure process, including without limitation the Senior Financial Officers, must:

  • Familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.
  • Not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators and self-regulatory organizations.
  • Properly review and critically analyze proposed disclosure for accuracy and completeness (or, where appropriate, delegate this task to others).

In addition, the Company’s Senior Financial Officers shall:

  • Act in an ethical manner with honesty and integrity.
  • Ethically handle all actual or apparent conflicts of interest between personal and professional relationships.
  • Promote full, fair, accurate, timely, and understandable disclosure in all reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (“SEC”) and other public filings or communications made by the Company.
  • Promote compliance with all applicable laws, rules and regulations of federal, state and local governments, and all applicable private and public regulatory agencies.
  • Not knowingly or recklessly misrepresent material facts or allow their independent judgment to be compromised.
  • Not use for personal advantage confidential information acquired in the course of their employment.
  • Promptly report to the Audit Committee any violation or suspected violation of the Code of Ethics.

Conflicts of Interest

A “conflict of interest” occurs when an individual’s private interest interferes or appears to interfere in any way with the interests of the Company. A conflict of interest can arise when a director, officer or employee takes actions or has interests that may make it difficult to perform his or her duties or obligations for the Company objectively and effectively. All employees, officers and directors are expected to avoid all situations that might lead to such conflicts of interest. Service to the Company should never be subordinated to personal gain an advantage.

In particular, clear conflict of interest situations involving directors, officers, employees or members of their family may include the following:

  • any significant ownership interest in any supplier or customer
  • any consulting or employment relationship with any customer, supplier or competitor
  • any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Company
  • the receipt of non-nominal gifts or excessive entertainment from any company with which the Company has current or prospective business dealings
  • being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefits of any immediate family member
  • Selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable directors, officers or employees are permitted to so purchase or sell.

Employees are encouraged to talk to their supervisors, managers or other appropriate personnel about these, or any other material transactions or relationships that could reasonably be expected to give rise to a conflict of interest. Directors and officers should discuss such matters with the Company’s Audit Committee.

Corporate Opportunities

Directors, officers and employees owe a duty to the Company to advance the Company’s business interests when the opportunity to do so arises. Directors, officers and employees are prohibited from taking (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position, unless the Company has already been offered the opportunity and turned it down. More generally, directors, officers and employees are prohibited from using corporate property, information or position for personal gain and from competing with the Company.

Fair Dealing

We have a history of succeeding through honest business competition. We do not seek competitive advantages through illegal or unethical business practices. Each director, officer and employee should endeavor to deal fairly with the Company’s customers, service providers, suppliers, competitors and employees. Misappropriating proprietary information or inducing inappropriate disclosures by past or present employees of other companies is prohibited. No director, officer or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

Confidentiality

In carrying out the Company’s business, directors, officers and employees often learn confidential or proprietary information about the Company, its customers, suppliers, or joint venture parties. Directors, officers and employees must maintain the strict confidentiality of all information so entrusted to them, except when disclosure is authorized by an appropriate Company officer or the General Counsel or when required by applicable laws and regulations. Confidential or proprietary information of the Company, and of other companies, includes any non-public information that would be harmful to the relevant company or useful or helpful to competitors if disclosed. The obligation to preserve confidential information continues even after employment ends.

The Company is often a party to non-disclosure agreements with customers, suppliers and others. The purpose of such agreements is to protect confidential or sensitive information which is given and received. Directors, officers and employees aware of such agreements should exercise care in using confidential information received including with whom the information is shared.

Protection and Proper Use of Company Assets

All directors, officers and employees should protect the Company’s tangible assets and its intellectual property and other intangible assets and promote their efficient use. The Company’s directors, officers and employees are also obligated to protect its proprietary information. This includes, but is not limited to, intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information violates Company policy. It may also result in civil or criminal penalties. All employees are required to assign to the Company all inventions that the employee may make or conceive, either solely or jointly with others, during his employment with the Company which are within the scope of the business of the Company and the conception of which involved use of corporate information, materials or time. All Company assets should be used only for legitimate business purposes.

Violations

All Company employees have a responsibility to promptly report actual and suspected violations of this Code. Any individual who becomes aware or suspicious of any violation of any law, rule or regulation or of this Code has a responsibility to contact a member of senior management or the General Counsel by means of a report submitted to Ethics point, Inc. at its website at www.ethicspoint.com or by calling its toll free number 800-499-0913. Failure to do so is itself a violation of this Code. Issues regarding accounting, internal accounting controls, or auditing matters or any material violation of federal securities laws, breach of fiduciary duty or similar violations, whether by the Company or any officer, director, employee or agent of the Company, should be directed to the Audit Committee of the Board of Directors and the General Counsel by means of a report submitted to Ethics point, Inc. at its website at www.ethicspoint.com or be calling its toll free number 800-499-0913.

An appropriate investigation of all reported violations will be conducted under the direction of the Board of Directors, a committee of the Board of Directors, senior management, the General Counsel or a combination thereof, as appropriate. If a violation is found to have occurred, the Company will take such disciplinary or preventive action as it deems appropriate, after consultation with (a) the Board of Directors, in the case of a director, executive officer or Senior Financial Officer, or (b) an appropriate committee of the Board of Directors, the General Counsel or senior management, as appropriate, in the case of any other employee. Violations are subject to disciplinary action up to and including termination of employment - and criminal prosecution for violations of law and restitution in cases of fraud, theft or personal gain at the Company’s expense.

It is the policy of the Company that no director, officer or employee shall be subject to reprisal for the good faith reporting of a suspected violation of this Code. Any director, officer or employee found to have engaged in reprisal, retaliation, or retribution for the reporting of a suspected violation of this Code will be subject to immediate disciplinary action, which may include termination.

Interpretations Waiver

The Board of Directors is responsible for the interpretation and application of this Code to the Company’s directors and executive officers. The Governance Committee, unless it determines that a matter is better suited for the Audit Committee, is responsible for the interpretation and application of this Code with respect to all other employees.

From time to time the Company may waive certain provisions of this Code. Any waiver of the Code for directors, executive officers or Senior Financial Officers of the Company may be made only by the Board of Directors and must be promptly disclosed as required by SEC rules. Any request for a waiver for other employees must be submitted in writing to the General Counsel. Approvals will also be in writing and must be obtained in advance of the action requiring the waiver.

Company Values

The Company has developed a number of values to support its Code of Business Conduct and Ethics. These values are promoted to all employees of the Company and all employees are expected to conduct themselves according to these values while conducting Company business. The vales are: 1. Act with integrity, ethics and honesty, 2. Treat everyone with respect, 3. Succeed through teamwork, 4. Take initiative and expect accountability, 5. Exceed customer expectations, 6. Perform with passion and commitment to surpass our goals, and 7. Celebrate success and recognize outstanding achievement.

Annual Acknowledgement

Each year, the Company shall cause its officers, directors and key employees (defined as corporate director and above) to execute an acknowledgement which confirms that such persons have reviewed and are familiar with the Code and have complied with its provisions.






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