TG: Business Conduct

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Business Conduct

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Code of Business Conduct

Introduction
General Standards of Conduct
Conflicts of Interest
Gifts and Entertainment from TG Vendors and Business Partners
Unauthorized Use of TG Property, Personnel, Services and Information
Outside Employment and Activities
Securities Laws and Insider Trading
Antitrust Law
Marketing/Advertising/Consumer Privacy
Political Activity
Purchasing
Business Partner Ethics
Transacting International Business
Accurate TG Books and Recordation
Retention of Records
Government Investigations
Fair Employment Practices
Retention of Independent Contractors, Consultants, Attorneys and External Auditors
Substance Abuse
Employee Safety and Health
Access to Electronic Communications
Searches
Disclosure of Personnel Records/Employment References
Off-Duty Conduct
Copyrights/Computer Software
Protection of Confidential/Proprietary Information/Intellectual Property
Independent Contractors and Consultants
Media Relations
Violation of the Code
Administrative Matters
Disclaimer of Employment Contract
Company Notification
Annual Reaffirmation

1. Introduction

It is TG's policy that its employees, officers, and directors conduct themselves in a manner consistent with sound business and ethical practices; that the public interest is paramount in all TG actions; that even the appearance of impropriety is avoided to ensure and maintain public confidence in TG; and that TG decision-making in all respects is fair, independent, and impartial.

In these important areas, your responsibilities and obligations are twofold. First, proper business conduct and ethical behavior are fundamental conditions of employment or service. Second, if you, regardless of position, job, title, or grade level, observe or become aware of unethical or unlawful activity, you are obligated to report such activity immediately to TG's Chief Ethics Officer. TG also maintains a toll free hotline for reporting violations of this Code or applicable laws and regulations, 877-TG-COMPLY or (877) 842-6675. Anonymous reporting is available with the Hotline. Violations of the Code harm all employees in the long run. They can cost money, cause injuries, and damage assets.

TG's Code of Business Conduct outlines the legal and ethical principles that must guide all of us in our work or service to TG. To be useful, it should be kept handy and reviewed frequently. You should become familiar with its contents and use it as a guide when you are unsure of what action to take. If you need further information and clarification, you should consult the policies and procedures referenced in the Code. The Chief Ethics Officer position was created, upon management's recommendation and the Board of Directors' approval, to implement and maintain compliance with this Code. You are urged to discuss any questions and concerns you may have regarding improper conduct with this individual.

The provisions of this Code apply not just to TG employees and directors, but also to all TG agents directly engaged in a decision-making role in the selection, award, and administration of contracts or agreements; independent contractors; and certain temporary employees.

2. General Standards of Conduct

You are responsible for your actions with respect to proper business conduct and behavior and for reading and understanding the Code's provisions.

Minimum standards of conduct
While you are free to make personal investments and enjoy social relations and normal business courtesies, you must not have any personal interests that conflict with those of the Corporation or that might influence or appear to influence your judgment or actions in performing your TG duties. You are expected to follow, at a minimum, the following general standards of conduct:

You shall not accept or solicit any gift, favor, gratuity, excessive entertainment or service that might influence you in carrying out your responsibilities to TG, or that you know or should know is being offered to influence you;
You shall not offer any prohibited inducement in connection with TG business;
You shall not accept an outside job or engage in any business or professional activity in which you might disclose confidential or proprietary information or trade secrets you know or have access to because of your TG position;
You shall not accept an outside job or a fee for services that could influence your independent judgment in performing your duties for TG;
You shall not make personal investments that might create a conflict between your personal interests and the interests of TG;
You shall not ask for or accept any benefit for having exercised your TG powers or performed your TG duties in favor of another; and
You shall not misapply TG personnel or property for personal benefit.

3. Conflicts of Interest

It is very important for all of us to avoid not just an actual conflict of interest, but also to avoid even the appearance of conflicts of interest in the discharge of our official duties. In many instances, the appearance of impropriety can be just as damaging to TG — and you — as actual impropriety. It is impractical to try to foresee or define with precision every situation that might be considered a conflict of interest. Generally, a conflict of interest exists when an obligation or a situation resulting from your personal activities or financial affairs may adversely influence your independent judgment in the performance of your TG duties.

Situations that must be avoided
Some clear conflict of interest situations that must always be avoided include the following:

Any ownership interest (other than nominal amounts of stocks in publicly traded companies or widely held mutual funds) in, or any consulting or employment relationship with, any vendor, supplier, student loan industry participant (i.e. school, lender, servicer or secondary market), or competitor;**
Any outside employment or business activity that is competitive with TG's business;
Any outside employment or activity of any type that is so substantial as to call into question your ability to devote appropriate time and attention to your TG responsibilities;
The service on any board of directors of any customer, vendor, supplier, student loan industry participant or competitor unless such board service has been disclosed to and approved by TG's Chief Ethics Officer;
The receipt of any gifts, gratuities, or entertainment from TG customers, suppliers, vendors and student loan industry participants. (Gifts and the like are specifically discussed below and note that the receipt of any gifts, gratuities or entertainment are prohibited if their receipt is prohibited by law and/or regulation or if their receipt creates the appearance of impropriety or attempted influence);
Being in the position of supervising, reviewing, or having any influence on the job evaluation, pay, or benefits of any family member, relative, or individual whom you date, cohabit, or with whom you are engaged in an intimate personal relationship. See TG's Non-Fraternization and Nepotism policies and see TG's Nepotism policy for a definition of "relatives" and "family members";
Using confidential information obtained during your TG employment or service for personal gain or for the benefit of others;
Using your TG position or your knowledge of TG for your personal gain or advantage; and
Selling anything to or buying anything from TG (except pursuant to any normal program of disposal of surplus TG property that may be offered to all employees in general).

** Sections 57.13 and 57.131 of the Texas Education Code provide composition requirements and restrictions on appointment, membership and employment of TG's Board of Directors members. Nothing in this Code of Conduct supersedes these statutory provisions which permit certain directors to serve as directors although employed by TG customers or student loan industry participants, or having the status of a student receiving loans guaranteed by TG.

Acquisition of goods and services
You are expected to maintain impartial relationships with TG's vendors and suppliers and be motivated solely to acquire goods and services and make sales transactions on terms most favorable to TG. You are specifically prohibited from participating in the selection, award, or decision-making of a contract, agreement or other corporate acquisition of goods or services if that participation creates an actual or apparent conflict of interest. For these purposes, a conflict is determined to exist if you, or your immediate family, personal partner, business partner or significant other, or an entity that employs or is about to employ any of these, has a financial, ownership, or other interest that could give rise to a conflict in an organization: a) involved in any TG bidding or other procurement process, b) that is selected for award, or c) that would otherwise benefit from the decision.

Annual financial disclosure
Each January, Corporate Management Staff (defined as Team Leaders to President/CEO) other employees with decision-making involvement in procurement activities, and TG directors shall file a report, as specified by Human Resources (and for directors, as specified by TG's General Counsel/Chief Ethics Officer), that discloses information regarding themselves, their spouses, their partners, and their dependent children, including:

The names of all corporations for which the person serves as a member of the governing board or an officer and a brief description of the nature of each corporation's business;
The name of any partnership, limited partnership, proprietorship, or other business association of which the person is a partner, joint venturer, or owner and a brief description of the nature of its business;
The names of all business entities (including but not limited to those that are publicly traded) in which the person owns 10% or more or is the principal shareholder, and a brief description of the nature of each business;
A statement as to whether any of the business entities described in (a) through (c), above, have any business or family relationship to TG, or its officers, directors or key employees, and a brief description of the relationship; and
A statement disclosing any other interests, including existing business relationships with TG vendors or entities engaged in competitive bidding process(es) with TG, that could give rise to conflicts of interest, including but not limited to those described in TG's Code of Business Conduct.

When an employee's report indicates an actual or potential conflict of interest, he/she will submit with his/her report a full disclosure of the activities, situations, or relationships involved. The report and accompanying employee disclosure statement will be forwarded by Human Resources to TG's Chief Ethics Officer for determination as to whether a conflict exists. Directors shall submit their reports directly to the Chief Ethics Officer. The Chief Ethics Officer will maintain files containing these reports and, as applicable, a determination as to whether a conflict exists. These files will be maintained in the Legal Department or in the Office of the President, at the election of the Chief Ethics Officer. Employee reports that do not indicate an actual or potential conflict of interest will be retained in the individual's personnel file in Human Resources.

As a matter of convenience, the Supply Management sub-process shall publish on TG InFocus (on the Supply Management page) an annual list of all vendors and contractors with which TG has done business. This list may not be all inclusive, and individuals may be aware of other vendors or contractors that should be on the list and are not. Accordingly, individuals should not completely rely on the list and remain under an affirmative obligation to fully disclose the information set forth above for all individuals or entities on the list or those that they have actual knowledge did business with TG.

Employee reports covering the preceding TG fiscal year must be filed with Human Resources by January 31. Director reports shall be filed as specified by the Chief Ethics Officer.

Reporting vendor conflicts of interest
In the event that you have, or suspect you have, a conflict of interest, or the appearance of a conflict of interest, involving an individual or business entity seeking to do or doing business with TG, you must immediately notify your immediate supervisor in writing (in the case of TG directors, notify TG's General Counsel) and avoid any participation in the bidding or procurement process, including but not limited to, recommendations, evaluations, or approvals of any business transactions with the individual or business entity. If your supervisor cannot determine whether or not a conflict exists, or if you feel there are special circumstances which should be considered, your written notice of potential conflict will be forwarded to TG's Chief Ethics Officer or designee, who will determine whether a conflict exists, or whether special circumstances justify a waiver of strict interpretation of the policy.

4. Gifts and Entertainment

You, your immediate family, business partner, personal partner or significant other may not accept gifts, entertainment, or services from vendors, consultants or other businesses (including student loan industry participants) doing or seeking to do business with TG, unless the acceptance meets all the following requirements:

Is customary and proper under the circumstances, gives no appearance of impropriety, does not impose on the recipient any sense of obligation to the giver, and does not result in special or favored treatment for the giver;
Is not and cannot be viewed as extravagant, excessive, or too frequent considering all the circumstances;
Is not a "prohibited inducement" under applicable Department of Education Regulations, and does not violate any applicable state or federal law or regulation;
Is not cash, gift certificates or gift cards, lottery tickets, negotiable instruments, or credit arrangements (other than loans from financial institutions on reasonable and customary terms); **
Is not entertainment or an item or benefit of more than nominal value (no more than $25 and, for example, items ordinarily used for sales promotion such as calendars, appointment books, mugs, T-shirts) and is unsolicited; **
Is not a meal of more than $50.00 and is unsolicited;
Does not involve materials, services, repairs, or improvements at no cost or at unreasonably low prices; and
There is no effort made to conceal the full facts by either the recipient or the giver.

Any gifts not meeting the standards above must immediately be returned and reported to your immediate supervisor. If immediate return is not practical, they should be given to TG's Human Resources sub-process for charitable disposition or such other disposition as TG feels appropriate.

** Door prizes awarded by a random drawing or at a competitive event (such as a golf tournament) in an amount no greater than $250.00 may be accepted, reported on a Gift Disclosure Statement and noted as such.

You may not solicit, offer to accept, or accept any type of benefit in exchange for your decision, opinion, recommendation, vote, or other exercise of discretion on behalf of TG.

It is not TG's desire to appear unfriendly or unsociable. On the other hand, it is our policy to avoid any actions that may throw doubt on TG's integrity or motivation or that of its employees and directors. Public disclosure of the facts surrounding the acceptance of any gifts, meals or entertainment should not embarrass TG or you.

You may not offer gifts which constitute prohibited inducements. You must obey TG policy and requirements announced by management and disseminated in training sessions regarding the use of any payments, offerings or other benefits, including prizes, other financial aid, premiums, payments or other inducement in connection with TG marketing, which is, in general, precluded. Items of nominal value ($10 or less) that are offered as a form of generalized marketing or advertising to create goodwill may be given to school financial aid employees, provided the offerings are not precluded by applicable state law or regulation or the subject school's code of conduct. Any gift prohibited by federal or state law is also prohibited by this Code of Conduct.

Vendor notification
While TG notifies its vendors of its policy regarding acceptance of gifts and entertainment in our contracting process, you are urged to make this policy known to those with whom you deal so that these situations do not arise. You are also encouraged to notify TG's Chief Ethics Officer if business entities do not comply with this policy.

Excess benefit transactions
TG directors, officers, highly-compensated or high-level employees, department or project managers, or any individual who has been in a position to exercise substantial influence over the affairs of TG within the past five (5) prior years, their family members, (inclusive of spouse, brothers and sisters by whole or half blood and their spouses, ancestors, children, grand and great grandchildren, spouses of children, grand and great grandchildren) and entities which are more than 35% controlled by these individuals may not accept, directly or indirectly, unreasonable compensation for services provided to TG and may not engage in non-fair-market value transactions with TG. TG directors without a conflict of interest and with full advance disclosure of the facts of a proposed transaction between TG and any of these individuals must review, approve and document the transaction to be sure that the transaction does not provide an excess benefit to that individual. If a benefit is to be treated as a portion of the total reasonable compensation for that person's services, then this intent must be communicated before payment is made (or accepted). Violation of this provision can result in adverse tax consequences to the individual and TG.

Gifts from friends and family members
These restrictions are not intended to prohibit gifts from a person such as a relative, long-time friend, or business associate with whom you have a relationship independent of your position with TG if the gift is given because of that independent relationship and is not prohibited by applicable law or regulation.

Prohibition on gifts during competitive bidding
When TG makes procurements, we must seek the most technically efficient and cost-effective products and services and evaluate them using consistent and unbiased standards. If purchasing or contracting decisions are, or appear to be, influenced by the receipt of personal gifts or favors, TG's reputation for integrity suffers. Accordingly, you, your immediate family, business or personal partner or significant other shall not, under any circumstances, solicit or accept any gifts, entertainment (including meals), services, prizes, premium, payment or any other benefit, regardless of value, from any vendor while the vendor is participating in a competitive bidding process with TG. For the purposes of this Policy, the competitive bidding process begins when you have actual knowledge of the issuance date of a Request for Proposal (RFP) or other bid solicitation instrument and ends with the execution of contracts with the successful bidder. For bid solicitation for education loan collection services and information technology support services, the competitive bidding process begins three (3) months before the issuance of an RFP or other bid solicitation instrument.

Gift disclosure statement
Within five days of the end of each TG quarter, you must fill out a Gift Disclosure form (available on TG InFocus, "Find a Form") identifying any gifts, entertainment or services from vendors, suppliers or businesses (including student loan industry participants) doing or seeking to do business with TG that you, your immediate family, business or personal partner or significant other have accepted during the applicable quarter. Employees must submit the form to their immediate supervisor for signature, then forward to Human Resources. In the case of TG directors, reports are to be provided to TG General Counsel. HR will prepare a semi-annual report of all matters reported by all TG employees to the Executive Management Team. In the case of directors, the General Counsel will prepare a semi-annual report to the TG Board of Directors if there are reported gifts or entertainment.

5. Unauthorized Use of TG Property, Personnel, Services and Information

With the exception of the limited personal use of TG Technology Resources as specified in the Use of Technology Resources policy, you are otherwise prohibited from using TG property, facilities, employees, time, or resources for anything other than an authorized TG purpose. This means that you may not use TG facilities, tools, equipment, or material for your personal gain or benefit or that of anyone else. This prohibition applies, but is not limited to, office equipment and supplies, tools, instruments, motor vehicles and machinery.

See Use of Technology Resources policy.

Removal of equipment from TG premises
TG equipment may be taken and used off TG premises and work locations only as required to carry out legitimate TG business, and only with advance notice and reporting to your supervisor, the Customer Technology Services (computers and peripherals, PDAs and telephones) or Corporate Services (other TG property) sub-processes, as appropriate, for asset tracking purposes.

Use of TG employees
TG employees shall not be used for your personal benefit or that of anyone else. This means that you may not use TG staff for political or private commercial business, or for personal errands, personal transportation, and other personal matters.

Use of TG data and information for schoolwork
TG information is an important corporate asset and is regulated by policy, such as the TG Asset and Information Security Policy and agreements all employees must sign, such as the Employee Data Access and Confidentiality Agreement. Both TG policy and employee agreements restrict the use TG employees may make of TG information to TG business purposes.

See also other information security polices located on TG InFocus.

This policy clarifies that the restriction on use of TG information applies to employees' schoolwork unless the proposed use has prior approval of TG's General Counsel or designee. For purposes of this policy, "Use of TG information" includes any plan to solicit TG employees' opinions by means of a survey, interview or participation in a focus group.

Permitted use of TG information in employee schoolwork may be conditioned upon prior review and approval of content, referring to TG in a manner other than by name, and/or execution of a Non-disclosure Agreement, and any resulting work product must be submitted to TG's General Counsel for review.

Employee-specific insurance or bond
If TG pays the premium for employee-specific insurance or bond coverage, the employee may engage in the activity(ies) covered by the insurance or bond for TG business purposes only. In the case of notary bonds, TG employees may notarize documents for other TG employees or their family members, but they may not charge a fee for these services.

TG realizes that sometimes the line between personal and company benefits is difficult to draw, and sometimes there are both personal and TG benefits in certain activities. Examples include articles of a technical or professional nature that may enhance the stature or reputation of the author and also may have some benefit to TG, and employee participation in continuing education programs. The only prudent course of conduct is for you to make sure that any use of TG property or services not solely for TG's benefit is approved beforehand by TG's Chief Ethics Officer.

6. Outside Employment and Activities

Prohibition on certain employment and activities
You may not hold outside employment (including self employment), engage in a business or professional activity, or hold an elected or appointed governmental position that is incompatible with your TG employment or that would reduce your efficiency in performing your TG duties. Examples of incompatible employment or activities include those that may result in, or create the appearance of, a conflict of interest (See Sections 3 a, b, and d above); that reduce your effectiveness at TG (See Section 3 c above); that are not discernible from TG employment or that may require disclosure of confidential information or trade secrets acquired by reason of TG employment or TG's valid claim to intellectual property rights. If it is determined that any outside activity or employment is incompatible with your TG employment, duties or position, you will be required to cease or decline either your TG employment or duties or the outside employment or activity.

Required notification of certain outside employment and activities
If you conduct, or intend to conduct, any outside employment (including self employment) or activity that may be incompatible with your TG employment or responsibilities, you must promptly notify your immediate supervisor. The supervisor shall notify Human Resources, and together the supervisor, Sub-process Owner, and Human Resources shall determine whether the outside employment or activity is incompatible with your TG duties and position. Directors should notify TG's Chief Ethics Officer.

Required notification of any paid employment
Any employee who is compensated for work other than that at TG, (including self employment) whether or not incompatible with TG employment, must furnish a letter to his or her immediate supervisor, with copies to Human Resources, immediately after accepting employment with TG, if a new employee, and before accepting the outside employment, if a current employee. The letter, which may be submitted electronically, must provide the following information: employer name, nature of employment, hours to be worked, and anticipated length of employment.

7. Securities Laws and Insider Trading

It is both illegal and against TG policy for you to profit from undisclosed information relating to any company with which we do business. Also, it is against TG policy for you, to the extent that you may have inside or unpublished knowledge about any of our suppliers, customers, or any company we do business with, to purchase or sell the securities of those companies.

If you are uncertain about the legal rules involving your purchase or sale of any securities in companies that you are familiar with by virtue of your work for or position with TG, you should consult with TG's Chief Ethics Officer before making any such purchase or sale.

8. Antitrust Law

TG policy is to comply fully with both the letter and spirit of all applicable U.S. antitrust laws. The basic idea behind these laws is that all companies should compete individually rather than join together in agreements that restrict their individual competition. Should you become aware of any activity that would suggest that TG or its directors, officers, or employees are engaging or proposing to engage in activities that may violate anti-trust laws, immediately contact the Legal Department.

Agreements with competitors
Competitors cannot agree on the prices they will charge for their products. This is the clearest of all antitrust rules, and violation of this principle is almost always prosecuted criminally. Not only may a company suffer large damage awards and heavy fines, but the individuals involved in the price-fixing activity could also be sent to jail. Because of the very serious nature of this crime, you should never discuss our pricing or pricing practices with a competitor except where that competitor may also be a customer and where the discussion is in conjunction with a specific transaction in the normal course of TG's business.

In addition to agreeing on pricing with competitors, it may also be illegal for TG to agree with competitors on the following:

the territories in which each company will sell its products;
the customers to which each company will offer its products; and
the types of products or the amount of any product that the company will produce or offer for sale in the marketplace.

Since these practices can be illegal, you should not discuss them with any competitors.

In addition to these rules, there are a number of other business practices that may arise under certain circumstances that could also violate the antitrust laws. We should, therefore, be sensitive to these practices and not engage in any of them unless we have previously discussed the situation with TG's Chief Ethics Officer. Some of these potential antitrust problems are discussed below.

Predatory activities
You should avoid any conduct that could be termed "predatory." Examples include the following:

The setting of very low prices to drive out a competitor with the intention of raising those prices when the competitor has been driven out of the marketplace. In general, pricing below our marginal cost could be presumed to be predatory.
Taking any other action specifically aimed at harming any individual competitor. Our business decisions and our marketing practices should all be made positively with a view toward increasing our own sales and profits rather than negatively with a view toward reducing some other company's sales or profits.

Tying arrangements
Tying arrangements exist when a company conditions the sale of one product on the buyer purchasing some other separate and unrelated product. This can raise antitrust implications. TG's products and services should all be able to stand up in the marketplace on their own.

Price discrimination
Antitrust laws can also prohibit us from selling the same product at different prices to different customers when that price difference might have an adverse effect on competition. In other words, the general rule is that we must treat all similarly situated customers the same. This rule is also subject to numerous exceptions and qualifications.

Boycotts
TG has a clear legal right to decide to whom it will sell its products. This right, however, must be exercised by TG itself and not in conjunction with other companies. Agreements between two or more companies not to do business with some third company can, if such refusal to deal has an adverse effect on competition, be a violation of the antitrust laws. You should not discuss with others who we will or will not do business with and should not attempt to persuade any other company to deny business to others.

Reciprocity
Our products and services should be sold on the basis of price, quality, and service. We should be buying the products of others based on those same considerations. We should not attempt to sell our products or services to other companies on the basis of purchases we may make from those other companies, nor should we allow other companies to attempt to make us buy their products simply because we sell products to them. Violations of this principle — sometimes called "reciprocity" — can raise antitrust implications.

Restrictions on dealing in goods of a competitor
A TG requirement that we will sell our products or services to a customer only on the condition that the customer refuse to deal in goods of one of our competitors can raise antitrust implications. It could also be held to be an unfair method of competition. You should not condition the sale of our products or services on our customers' refusal to deal with other suppliers.

9. Marketing/Advertising/Consumer Privacy

In marketing our products and services, some important legal and ethical principles should govern our conduct.

Truthful advertising of TG products and services
Our product and service marketing efforts must always be truthful. If we make specific claims about our products or services, or their performance, we should have evidence to substantiate those claims. We should not label or market our products or services in any way that might cause confusion between our products or services and those of any of our competitors. Similarly, we should be alert to any situation where a competitor may be attempting to mislead potential customers as to the origin of products or services and inform appropriate management or TG's Legal Department of any such cases.

Disparagement of competitors
We should not disparage any of the products, services, or employees of any of our competitors. If we do engage in any comparison of our products or services against those of our competitors, such comparisons should be fair.

Borrower privacy
TG treats all personally identifiable non-public information provided to us as belonging to the individual who provided it. We provide our borrowers with the right to obtain their information, to know how it is used, the choices they have regarding further use of the information, how the information can be accessed, and what security is used to protect the information. TG is committed to compliance with all applicable state and federal laws and regulations that exist regarding the privacy of personally identifiable, non-public information. TG will, from time to time, review its collection, use and disclosure practices in order to comply with applicable privacy laws and regulations. TG will contractually require those providing services to TG involving access to, or the potential for access to, this type of information to adopt and comply with the privacy principles and objectives of this policy. TG borrower non-public information must not, outside of normal TG business operations, be removed from TG premises without prior notice to TG's Privacy and Regulatory Counsel and approval of a member of TG's Executive Management Team.

10. Political Activity

Prohibition on use of TG time, money and other resources
TG encourages voting and participation in civic affairs and the political process. You must recognize, however, that your involvement and participation must be on an individual basis, on your own time, and at your own expense. Further, federal laws restrict any use of corporate funds in connection with federal elections, and our enabling legislation prohibits TG from making contributions for other than educational purposes. Even the making of contributions for educational purposes requires the approval of TG's board. Accordingly, it is against TG policy, and may also be illegal, for you to do the following:

Include, directly or indirectly, any political contribution that you may desire to make on an expense statement or in any other way which causes TG to reimburse that expense. The cost of fund-raising tickets for political functions is considered a political contribution. Therefore, including the cost of any such fund-raising dinner on an expense statement, even if business is, in fact, discussed, is against TG policy and possibly illegal. If you are unsure whether an event is a political fundraiser, you must seek the opinion of TG's Chief Ethics Officer before committing TG resources to the event.
You may not use any TG property or facilities, or time of any TG employee, for any political activity. Examples of prohibited conduct are using company stationary or administrative support time to send invitations for political fund-raising events, using TG telephones to make politically motivated solicitations, allowing any candidate to use any TG facilities, such as meeting or conference rooms, for political purposes, or to loan any TG property to anyone for use in connection with a political campaign.
You may not use your TG position or title to elicit support on behalf of a candidate or political party.

Political statements
When you speak on public issues, it must be made clear that comments or statements made are yours and not TG's, and you must not in any way imply that such actions or statements have the concurrence or endorsement of the Corporation.

The political process has become highly regulated, and if you have any question about what is or is not proper you should consult with TG's Chief Ethics Officer before agreeing to do anything that could be construed as involving TG in any political activity at either the federal, state, or local levels, or in any foreign country.

11. Purchasing

TG will obtain goods and services on the basis of price, quality, customer service, financial stability and suitability. We will always employ the highest ethical business practices in source selection, negotiation, determination of awards, and the administration of all purchasing activities. We will encourage, establish, and maintain competition and will comply with applicable TG policies and contractual requirements.

No improper advantage
You are expected to avoid doing anything that could imply selection of a vendor or supplier on any basis other than the best interests of TG or which could give a vendor or supplier an improper advantage over another. You must always use sound business practices in selecting sources, in negotiations, in awarding business, and in the administration of purchasing activities. The best approach is to be friendly, but strictly business-oriented. It's wrong even to create the impression that a vendor or supplier has a "friend" at TG exerting special influence.

See TG's Purchasing Policy Manual for specific purchasing policies and procedures.

12. Business Ethics

We expect entities or individuals with whom we conduct business to follow workplace standards and business practices consistent with TG policies. To further this goal we will seek to identify and use businesses that aspire to and conduct their business under a set of ethical standards not incompatible with our own. We further expect these businesses to be law abiding and to comply with legal requirements relevant to the conduct of their business.

13. Transacting International Business

TG should observe the highest ethical standards in all of our business transactions — including those involving foreign countries. We should do nothing in connection with any international transaction and take no action in any foreign country that would be illegal or improper in the United States. Of course, you are expected to observe all applicable foreign laws to which you or TG may be subject. In addition, international business raises at least the following potential problems.

Foreign Corrupt Practices Act
The Foreign Corrupt Practices Act requires that we be very careful in making any payments to foreign agents under circumstances in which it may appear, in hindsight, that these payments were made to foreign officials to induce them to give TG business or buy TG's products or services. The Foreign Corrupt Practices Act prohibits the bribing of any government official. Other laws, as well as TG policy, prohibit commercial bribery of any nature. Payments that we make to agents or distributors should always be strictly for services rendered, and the amount stated should be reasonable given the nature of those services.

New foreign countries
The decision to expand our business or to establish any TG operations in a foreign country carries many important legal and tax implications. You should not undertake to expand our operations into any foreign country without prior consultation with TG's General Counsel.

Export controls
In general, anything we ship out of the country must be covered by an export license. There are certain statutory licenses which allow us to export some things — generally nonmilitary or non-high-technology goods — to our western allies without any specific license. Export control regulations are, however, quite complex, and TG's lawyers must be involved in any proposed export transaction.

The definition of "export" is quite broad and can include conversations of a technical nature with a citizen of another country even though that conversation takes place entirely within the United States. Another example of a possible export would be tours where foreign visitors are touring our facilities and could obtain technical information. If there is any doubt as to whether any situation involves an "export" within the meaning of our export control laws, TG's lawyers should be consulted.

Imports
All goods imported into the United States must pass through customs and, except in some limited cases where there are exemptions, a duty must be paid. The amount of that duty is based upon the classification of the goods and the value of the goods. TG policy is to be accurate and truthful as to both of these. All information furnished to any Customs official or to any agent that TG hires to facilitate imports must be accurate and truthful.

14. Accurate TG Books and Recordation

Proper authorization and recordation
All TG payments and other transactions must be properly authorized by management and be accurately and completely recorded on TG's books and records in accordance with generally accepted accounting principles and established corporate accounting policies. In all of our operations, it is against TG policy, and possibly illegal, for anyone to cause our books and records to be inaccurate in any way. Examples include making records appear as though payments were made to one person when, in fact, they were made to another; submitting expense statements that do not accurately reflect the true nature of the expense; and the creation of any other records that do not accurately reflect the true nature of the transaction.

Internal controls and audit
TG maintains a system of internal controls that it believes provides reasonable assurance that transactions are executed in accordance with management's authorization and properly recorded. This involves a control-oriented environment within TG that includes written policies and procedures and examination by a professional staff of internal auditors. You are expected to cooperate fully with our internal and external auditors.

15. Retention of Records

Legal and regulatory practice requires the retention of certain records for various periods of time, particularly in the tax, personnel, health and safety, environment, contract, and corporate structure areas. In addition, when litigation, Open Records requests or a government investigation or audit is pending or imminent, relevant records must not be destroyed until the matter is closed. Destruction of records to avoid disclosure in any of these proceedings may constitute a criminal offense. Refer to TG's records retention policies for information on retention periods and destruction restrictions. You should direct questions on records retention to the Records Team Leader or the Legal Department, particularly if any litigation, investigation, or administrative action involving TG or any of its officers, suppliers, or customers is pending or threatened.

16. Government Investigations

Policy
It is TG's policy to give government investigators the full measure of assistance to which they are entitled, consistent with the safeguards which the law has established for the benefit of persons or entities under investigation. Accordingly, if you obtain information that would lead you to reasonably believe that a government investigation or inquiry was underway, this information must be communicated immediately to TG's lawyers. If any government investigator or agency seeks information from you or access to TG's records or facilities, politely inform the investigator that TG's policy is generally one of cooperation, but that you must obtain clearance from the Legal Department before furnishing information or access to anyone. Of course, our routine dealings with the government (e.g., Department of Education) are not covered by this policy.

Routine inspection or investigation?
Sometimes, it is difficult to tell when a routine government audit or inspection graduates into a government investigation. We must rely on common sense and alertness for making this important determination. If in doubt, you should consult with TG's lawyers.

Criminal penalties
Appropriate handling of government investigations is very important. Many of the federal laws regulating the conduct of TG's business contain civil and criminal penalties. The criminal penalties may apply to the corporation and to those individuals within the company who actually took the actions that violated the law or failed to take actions that resulted in a violation of the law.

Prohibited action
You must never, under any circumstances,

Destroy any company documents in anticipation of a request for those documents under the Texas Open Records laws or from any government agency or a court;
Alter any company documents or records;
Lie or make any misleading statements to any government investigator (this includes routine, as well as non-routine investigations); or
Attempt to cause anyone to fail to provide information to any government investigator or to provide any false or misleading information.

Written requests for information
Should any government inquiry arise through the issuance of a written subpoena or written request for information, such request must immediately, and before any action is taken or promised, be submitted to TG's Legal Department.

Legal counsel
The law guarantees all of us a right to be represented by legal counsel during any investigation or inquiry of any government agency. In view of the extremely technical nature of these government investigations, we feel that TG itself should be represented and that all of our employees should be made aware of the opportunity for such representation. This applies any time any government investigator — including investigators from the FBI — wants to ask questions about individual employee activities. Employees also have this right if the questions are asked off company property. In some government investigations, and at TG's sole discretion, TG's lawyers can protect the interest of both the corporation and the employees. However, in some cases, there may be a conflict of interest between TG and individual employees, and individual employees may need their own legal counsel.

17. Fair Employment Practices

Anti-discrimination policy
TG is committed to a work environment free of all forms of discrimination, including any form of harassment in the workplace. No employee or applicant for employment will be discriminated against because of race, color, religion, gender, age, national origin, citizenship status, marital status, sexual orientation, disability, or veteran status. Such discrimination is expressly forbidden by law.

You are expected to adhere strictly to the following principles:

The selection and placement of any employee or applicant for employment will be based on that employee or applicant's qualifications, and such decisions will always be made without regard to the statuses set forth above.
Compensation decisions will be made entirely independent of the considerations listed above.
TG will provide a safe and healthy work environment for all employees. There are certain behaviors that will not be tolerated. These include unwelcome sexual advances or other inappropriate personal conduct. The company will not tolerate any type of harassment — including sexual harassment — in the workplace, whether the harasser or the victim is a supervisor, co-worker, supplier, customer, agent, or guest. Appropriate disciplinary action will be taken should any instances of harassment be discovered or reported.

You should refer to TG's Harassment Policy for additional guidance and information regarding the procedure to be followed in the event you believe that you have been subjected to harassment.

See TG's Harassment and Safety and Health Policies.

18. Retention of Independent Contractors, Consultants, Attorneys and External Auditors

No independent contractors or consultants shall be retained by TG to perform services except under written contract specifying the nature and scope of services to be rendered. Only TG's General and Senior Counsel and President/CEO are authorized to hire outside legal counsel. Only TG's Board of Directors may retain external auditors for TG's annual financial audit. The above procedures are in addition to the requirements of TG's Purchasing Manual relating to the retention of individuals/firms to provide services to TG.

See TG's Purchasing Manual.

19. Substance Abuse

Substance abuse poses serious health and safety risks not only to the few abusers, but to all who work with them. TG is dedicated to pursuing a substance abuse-free environment to improve your health and well-being.

See TG's Drug and Alcohol Policy.

20. Employee Safety and Health

TG is committed to providing a safe and healthy place for you and for visitors to our premises. The Occupational Safety and Health Act regulates both physical safety and exposure to conditions in the workplace which could harm employees. It is TG's policy to comply with both the letter and the spirit of this law, as well as regulations imposed by responsible administrative agencies, and to develop a cooperative attitude with inspection and enforcement personnel from the agencies. You should report conditions which you perceive to be unsafe or unhealthy to your supervisor or TG's Health and Safety Coordinator.

Employee responsibility
You are responsible for knowing any sub-process policies regarding health, safety, and environmental matters that may apply to your job. If you have any questions, ask your supervisor or TG's Health and Safety Coordinator.

See TG's Health and Safety Policy.

21. Access to Electronic Communications

No privacy rights
TG respects an individual's privacy, but privacy rights do not extend to your work-related conduct or to the use of any TG-provided equipment or facilities. TG's voice mail and e-mail systems are the property of TG and, thus, are expected to be used primarily for job-related communications, although limited personal use can be made pursuant to the Use of Technology Resources policy. Although you may have an individual password to access these systems, the contents of e-mail and voice mail communications, even those of a personal nature, are accessible at all times by TG for any business purpose.

Prohibitions on e-mail use
You are strictly forbidden from using TG's e-mail system for any improper purpose, including the transmission of messages that may be viewed as insulting or offensive to another person. Examples of such forbidden transmissions include sexually explicit messages, cartoons, jokes, unwelcome propositions, or love letters; ethnic or racial slurs; or any other message that could be construed as harassment or disparagement of others on the basis of sex, race, religion, national origin, age, sexual orientation, or disability.

Possibility of interception
Since e-mail messages can be intercepted by people other than the intended recipient, you should take extra precautions so that all messages are professional and courteous.

See TG's Use of Technology Resources Policy.

22. Searches

TG will use any lawful method of investigation that it deems necessary to determine whether any person has engaged in any conduct that interferes or adversely affects its business. This includes the theft of any TG property or the property of any TG employee or visitor. It also includes suspicion of possession of drugs, alcohol, dangerous weapons, or anything else that is prohibited or restricted on TG property.

You are expected to participate in the company's security efforts. Failure to do so may result in disciplinary action, including termination.

See TG's Dangerous Weapons and Drug and Alcohol Policies.

23. Disclosure of Personnel Records/Employment References

Only authorized TG employees with a valid work-related reason may have access to and use of personnel records kept by TG. All matters relating to the employment, employment history or termination of employment of any employee or former employee is confidential information, and you are not authorized to disclose any such information to any other person except as may be required or expressly permitted under applicable laws, such as inquiries from government agencies, Open Records requests, or by legal process.

TG has established safeguards to prevent employees' individually identifiable health information from intentional or unintentional access or disclosure in violation of HIPAA privacy rules and regulations. These safeguards include utilizing computer firewalls, locking doors and filing cabinets, and utilizing computer passwords to access data. These preventive procedures help restrict access to individually identifiable health information to authorized individuals.

No personal employment references
You are not authorized to provide a TG employment reference of any type to any other party. All requests for a TG employment reference must be directed to the Human Resources Department.

See TG's Personnel Information, HIPAA and Employment References Policies.

24. Off-Duty Conduct

TG's respect for an individual's privacy normally precludes concern relative to personal conduct off the job unless such conduct impairs work performance or affects TG's reputation or legitimate business interests. You should be cognizant of your behavior when attending any event where TG student loan industry participants are present.

25. Copyrights/Computer Software

Third party software
TG respects copyright laws and observes the terms and conditions of the license agreements to which we are a party. In most cases, this means that the third party software we use is copyrighted, and TG generally does not have the right to make copies of that software except for backup or business recovery purposes. This includes not only the substantial software programs we may license, but also the smaller so-called shrink-wrap programs.

TG-developed software
TG has also developed its own software and associated documentation. TG-developed software and associated documentation is proprietary to and for the sole use of TG. The unauthorized possession, use, reproduction, distribution, display or disclosure of this material or information is prohibited.

Copyright
U.S. and international copyright laws prohibit the copying, distribution, use, and display of a copyrighted work without the prior permission of the copyright owner. These restrictions apply not just to software, but also to written material and extend to the making of derivative works or compilations of any copyrighted material. Violations can result in civil and criminal penalties for TG and its employees. You may copy software or publications that are copyright protected only in certain instances. Those instances are when permitted by the license agreement, with the written permission of the copyright owner, when it is clearly a fair use, or otherwise with the approval of the Legal Department.

See TG's Employee Agreement Corporate Data Access, Ownership and Confidentiality.

26. Protection of Confidential/Proprietary Information/Intellectual Property

It is very important for you to appropriately safeguard TG's confidential and proprietary information and to refuse any improper access to confidential information of any other company, including our competitors.

TG confidential/proprietary information
In terms of our own confidential information, the following requirements apply:

Any TG confidential or proprietary information to which we may have access should be discussed with others within TG only on a need-to-know basis.
If we wish to disclose our own confidential or proprietary information outside of TG, it must be done only in conjunction with appropriate Senior Management approval and/or execution of non-disclosure agreements, which can be provided by TG's Legal Department.
You may not use any TG proprietary or confidential information for your own benefit.
Upon termination of employment, you may not copy or retain any documents containing TG proprietary or confidential information.
The prohibition against disclosing TG proprietary or confidential information extends indefinitely beyond your period of employment.
Your agreement to protect the confidentiality of such information in perpetuity is considered an important condition of your employment.
We should always be alert to inadvertent disclosures that may arise in either social conversations or in normal business relations with our vendors and student loan industry participants.

Third party confidential/proprietary information
In terms of confidential and proprietary information of other companies, the following requirements apply:

We generally should not receive any such information except pursuant to written nondisclosure agreements that can be supplied by TG's Legal Department. Since we may incur some liability, or at least embarrassment, if we improperly disclose information that has been provided to us in confidence, we should receive such information only when there is a clear business reason for doing so and then only under the terms and conditions of a properly drawn agreement that protects both parties' interests.
While we should always be alert to our competitive surroundings and obtain as much information as possible about the marketplaces in which we operate, we must do so only in accordance with sound and ethical business practices. We must never be a party to any situation in which such proprietary or confidential information has been improperly obtained from any other company, such as by a former employee. If you are approached with any offer of confidential information that you have reason to believe may have been obtained improperly, you must immediately discuss this matter with TG's Chief Ethics Officer.
All new employees coming to us from other organizations should note that our policy is to fully respect the trade secrets and confidential information of their previous employers and that no such information should be brought to us or used by the employee in their work in our organization.

Ideas from individuals through sources other than standard TG-sponsored initiatives ("Customer Idea Center" on tgslc.org, TG focus groups, LSA Planning Subcommittee and the like) should not be utilized without consulting TG's Legal Department regarding execution of appropriate agreements.

Confidential/proprietary information defined
Confidential or proprietary information of TG, and of other companies, includes any information that is not generally disclosed and that is useful or helpful to TG and/or which would be useful or helpful to TG competitors, such as any nonpublic business, financial, personnel, or technological information, plans or data that you have learned, generated, or acquired during your TG employment. Common specific examples include such things as financial data, sales figures for individual products or groups of products, planned new products or planned advertising programs, areas where TG intends to expand its business, ways in which we create and develop our products or services, lists of suppliers, lists of customers, wage and salary data, capital investment plans, projected earnings, changes in management or TG policies, testing data, manufacturing methods, or any plans we may have for improving any of our products or services. Of course, such information also includes any documents containing data or materials that may be labeled "confidential" or "proprietary."

Non-disclosure agreements
It is often necessary for you to exchange information with others outside of the Company. Such exchanges may occur at meetings, during discussions of possible joint business ventures, or through documents or other tangible materials. Unless all of the information is readily available to others without restriction, and thus clearly in the public domain, a non-disclosure agreement (NDA) should be in place between the parties before the information is disclosed or received.

Purpose of an NDA
The primary purpose of an NDA is to help avoid misunderstandings between the parties regarding how information and related materials are to be treated. An NDA defines what types of data or materials are considered subject to the agreement and sets out the limited purpose for which the protected information may be used by the parties.

TG form NDA required
Before entering into an NDA, TG's Contracts Administrator (located in CSVC) should be consulted to make sure that there is no existing TG agreement with a proprietary information clause covering the same information. TG uses several different forms of NDAs depending on the situation. Although the other party may prefer to use its own form of agreement, these other forms generally are not acceptable to TG for legal reasons. TG form NDAs are prepared by the Legal Department. The Legal Department must be consulted before another party's NDA is accepted or executed on behalf of TG.

TG provision/receipt of information subject to an NDA
The business area(s) providing or receiving information subject to an NDA must make sure that all information or materials provided by TG under the agreement are properly marked with legends or otherwise identified as confidential or proprietary in accordance with the terms of the NDA, and all TG personnel having access to information received under an NDA are aware of the agreement and the resulting restrictions on use and disclosure that apply to any particular information.

See TG's Employee Agreement Corporate Data Access, Ownership and Confidentiality Agreement signed by all TG employees.

27. Independent Contractors and Consultants

All independent contractors and consultants we retain must abide by the same Code of Business Conduct as our employees. It is the responsibility of any TG employee authorized to retain an independent contractor or consultant for any purpose to make sure they are aware of our Code of Business Conduct and abide by its provisions.

28. Media Relations

Handled by TG Communications
TG values its relationships with those in the media and will endeavor to provide full and prompt disclosure of all material developments or events. Media relations are the responsibility of TG's Communications department, and all statements to the media shall be handled through the Communications department. Communications has been selected to deal with all media inquiries in order to ensure appropriate and consistent responses. If you are asked for a statement from a member of the media, you must respond by explaining this policy and referring the questioner to TG's Communications department.

Information requests from the media
You may not release information to the news media about TG activities or the activities of TG employees. Written requests for TG information from the media are subject to the Public Information Act and must be delivered to TG's Public Information Coordinator (located in the Legal Department) immediately upon receipt. Verbal requests are handled by TG Communications. Both areas have established systems and procedures for responding to media requests.

29. Violation of the Code

The Chief Ethics Officer or designee shall investigate allegations of Code violations.

Consequences of failure to comply
Failure to comply with the standards outlined in this Code can result in disciplinary action, ranging from a reprimand to dismissal, contract termination and possible criminal prosecution. Disciplinary action can be taken against the following individuals:

those who violate this Code;
those who deliberately withhold relevant information concerning a violation of the Code;
the violator's manager or supervisor to the extent that the circumstances of the violation reflect poor supervision or lack of diligence; and
anyone who retaliates, directly or indirectly, or encourages others to do so, against an employee who reports a Code violation.

Obligation to report violations
You have an ethical, and, in some cases, a legal obligation to call to the company's attention any situation in which you believe the standards set forth in this Code are not being followed. Concerns that the Code is not being observed should be reported to the Chief Ethics Officer or TG's Ethics Hotline.

Non-retaliation policy
Under no circumstances will anyone be subject to any disciplinary or retaliatory action for filing, in good faith, a report of a violation or potential violation. However, filing known false or malicious reports will not be tolerated, and anyone filing such reports will be subject to appropriate consequences or disciplinary action, including termination.

30. Administrative Matters

Interpretation
The Chief Ethics Officer is responsible for interpreting and applying these policies to specific situations in which questions may arise. The Chief Ethics Officer will also maintain a record of interpretations issued under these policies so that such interpretations can be consistent throughout the company. Any questions relating to how these policies should be interpreted or applied should be addressed to the Chief Ethics Officer.

Audits/Investigations
In some cases, compliance with these policies will be monitored by periodic investigations or audits. These may be done by TG's lawyers or internal auditors. You are required to cooperate fully with any such investigations or audits and to provide truthful and accurate information.

Requests for exception
While some of these policies must be strictly adhered to and no exceptions allowed, in other cases, exceptions may be possible. For example, a minor conflict of interest situation can sometimes be resolved simply by disclosure of the possible conflict to all interested parties. If you believe that an exception to any of these policies is appropriate, you should contact the Chief Ethics Officer who shall be responsible for maintaining a complete record of all requests for exceptions to any of these policies and the disposition of such requests.

Distribution
Every TG employee and director shall be given a copy of this Code and asked to sign a statement acknowledging receipt of it. Every new employee will be given a copy of the Code and asked to acknowledge receipt of it either at or within one week of hiring. TG vendors must sign a Code of Business Conduct Compliance Statement.

Changes or amendments
In the event of any changes or amendments to this policy, such changes or amendments will be provided to all TG employees in the most expeditious way possible. If there are interpretations of the policy of broad application to our employees, those will also be appropriately distributed.

Nonexclusivity
No representation is expressed or implied that the policies stated herein are all the relevant policies nor that they are a comprehensive, full, or complete explanation of the laws that are applicable to TG, its employees and directors, and others subject to the terms of the Code. You have a continuing obligation to familiarize yourself with applicable company policies.

Training and evaluation
TG will conduct periodic training on this Code of Conduct and will also periodically review the effectiveness of the Code. Training protects us in important ways legally. Any attendance at a training session that is designated as mandatory must be attended by all individuals designated for participation.

31. Disclaimer of Employment Contract

Unless there is a duly authorized, specific and personal written employment agreement between TG and an employee, the employee is free to leave TG's employment or TG may terminate the employment of the employee at any time, for any reason. TG's policy is to be an employment-at-will employer. Nothing contained in this Code or in other TG publications or policies is intended by TG to be, nor shall it be construed as, an employment agreement.

32. Company Notification

This Code and related policies are current as of February 22, 2008. TG's policies, guidelines, and related procedures are subject to unilateral change by TG at any time. In adopting and publishing the Code and these guidelines, TG expressly states that (a) in some respects they may go beyond the requirements of law and industry practice, (b) nothing contained therein shall be construed or applied as a binding interpretation or definition of the law or industry practice, and (c) any act by a TG employee or agent in violation of the law or TG's policy is beyond the scope of such person's authority and is not an act by or on behalf of TG.

33. Annual Reaffirmation

Each January, all TG employees and directors must execute a reaffirmation of adherence to this Code of Conduct.