CODE OF CONDUCT

TABLE OF CONTENTS

• Attendance and Punctuality
• Company Travel
• Confidential Treatment of Personal Information
• Discrimination, Harassment and Retaliation
• Ethical Standards and Conflict of Interest
• No Solicitation
• Professional Appearance Standards and Dress Code
• Dress Code for Field and School Management
• Separation of Employment
• Standards of Conduct
• Standards of Discipline for Employees
• References
• Substance Abuse
• Surveillance Telephone Monitoring
• Workplace Violence
• Inspections
• Telephones and Cell Phones
• Voicemail, Email, Internet Use and Transmission
• Social Media
• Code of Ethics
• Fraternization and Nepotism

Attendance and Punctuality

Regular attendance and punctuality are an important job requirements. We must be able to respond to the needs of our families, and in order meet this obligation, it is essential that all employees report to work regularly and on time. Absences, although warranted, may be considered grounds for termination, if they become excessive, as the need to properly staff to meet licensing standards or successfully complete job tasks is crucial to the company’s success.

If you are unable to report to work on a scheduled workday (including scheduled overtime) you must notify your direct supervisor prior to the beginning of the scheduled workday. If necessary, call your supervisor at home. At the school level, the care and safety of the children should be the primary concern of everyone. Calling in early allows a substitute to be found or accommodations to be made. For absences exceeding one day, you are responsible for arranging a reporting schedule with your supervisor. If you apply for leave, please inform your supervisor or Human Resources. Trading work hours or days with other employees is prohibited unless authorized by the supervisor.

Absence from work without proper notification may be considered an immediate voluntary resignation of employment. COA requires documented evidence of illness and/or a medical opinion of fitness to return to work following an absence of three or more days.

Tardiness is also considered unacceptable job performance. It is your responsibility to allocate ample time in the commuting schedule to allow for travel delays. Tardiness is defined as arriving after the scheduled starting time.

Other attendance issues that are discouraged and may lead to disciplinary action are:

• Improper authorization, use or abuse of paid or unpaid leave; using an approved leave of absence for purposes other than that for which it was intended, or working for another employer without permission while on an approved leave of absence
• Failure to notify your the manager of impending tardiness or absenteeism, as required under COA policies
• Falsification of information regarding times worked
• Swapping work hours or days without permission
• Leaving work without permission

Company Travel

Travel for business in personal or company-owned vehicles is only permitted with prior approval from your supervisor. You must provide a copy of a current valid driver’s license before driving in a company-owned vehicle and must meet state-approved standards.

When driving a vehicle either leased or owned by COA, you are covered under COA’s automobile insurance. You are expected to use due diligence in driving safely while maintaining the security of the vehicle at all times. You are responsible for any fines incurred while driving a company vehicle.

At no time may children be transported in your personal vehicle. If you use your personal vehicle for approved business purposes, you may be entitled to either a vehicle allowance, mileage allowance or travel reimbursement for gas, tolls and parking. You must submit an expense report to receive reimbursement.

Confidential Treatment of Personal Information

COA respects the right of each individual to privacy and confidentiality regarding health, behavioral and developmental records, and personal information. You must keep all information regarding other employees, children and their families strictly confidential. If a child is involved in an incident with another child, you are not permitted to reveal that child’s identity to the other family except as required by law. Federal and state statutes, local ordinances and regulatory rules protect these rights to privacy and confidentiality for both our customers and staff.

Discrimination, Harassment and Retaliation

COA prohibits unlawful discrimination, harassment and retaliation of employees, customers, clients, vendors, suppliers or independent contractors based on race, color, sex, religion, ancestry, national origin, disability, citizenship status, AIDS/HIV status, sickle-cell trait status, age, marital status, veteran status or any other protected category under federal, state or local law.

Conduct that unlawfully interferes with the operation of COA or an individual’s work performance, or creates an intimidating, hostile or offensive working environment is prohibited. COA will not tolerate any attempts of retaliation against you if you raise a sincere and valid concern that this policy has been violated.

We take all allegations of unlawful discrimination, harassment and retaliation seriously and are firmly committed to ensuring a workplace free of discriminatory activities. Anyone engaging in unlawful discrimination, harassment or retaliation is subject to disciplinary action up to and including discharge.

Definition: Harassment Prohibited

In this policy, the term “unlawful harassment” refers to conduct relating to a person’s race, color, sex, religion, ancestry, national origin, disability, citizenship status, AIDS/HIV status, sickle-cell trait status, age, marital status or veteran status that fails to respect the dignity and feelings of the individual.

This policy protects and covers the conduct of all employees, vendors, customers and visitors. Unlawful harassment that is forbidden by this policy can take several forms, including but not limited to:

Sexual Harassment:

Sexual harassment includes unwelcome sexual advances, requests for sexual favors or other verbal or physical conduct of a sexual nature that unreasonably interferes with your work performance or creates an intimidating, hostile or offensive environment or makes you feel as if you must agree to the request or submit to the advance to receive favorable treatment at work.

While not exhaustive, the following are examples of sexual harassment:

• Unwanted sexual advances
• Offering employment benefits in exchange for sexual favors
• Making or threatening reprisals after a negative response to sexual harassment
• Visual conduct such as making sexual gestures, displaying or distributing sexually suggestive objects
• Verbal conduct such as making or using sexually derogatory comments, epithets, slurs or jokes
• Verbal sexual advances or propositions
• Verbal abuse of a sexual nature, graphic verbal commentaries about an individual’s body, sexually degrading words used to describe an individual, suggestive or obscene letters, notes or invitations
• Physical conduct or threat of physical conduct, such as touching, assault or blocking movements

Other Forms of Harassment:

This can include any verbal, written or physical act that is based on race, color, religion, ancestry, national origin, disability, citizenship status, AIDS/HIV status, sickle-cell trait status, age, marital status, veteran status or any other protected category under federal, state or local law that makes you uncomfortable at work or interferes with your ability to perform your job.

While not exhaustive, the following are examples of the above referenced types of harassment:

• Jokes that refer to race, color, religion, national origin, disability or age
• Posting or distributing cartoons, drawings or any other material that negatively reflects on a person’s race, color, religion, national origin, disability or age
• The use of slurs or other offensive language
• Practical jokes, horseplay or teasing that makes fun of or insults a person’s race, color, religion, national origin, disability or age

Reporting and Investigating Discrimination, Harassment and Retaliation

To eliminate unlawful discrimination, harassment and retaliation in the workplace, Children of America has an internal investigation process in place to respond to such reports. If you believe you are being subjected to discrimination, harassment or retaliation, or have witnessed such conduct, you must report it to Human Resources at 800-821-0561.

A thorough investigation is conducted and there is no retaliation against victims or witnesses for participating in the investigation. Anyone who knowingly fails to report an incident of unlawful discrimination, harassment or retaliation may be subject to disciplinary action up to and including dismissal.

Confidentiality

In cases involving a report of unlawful harassment or discrimination, all reasonable efforts are made to protect the privacy of the individuals involved. In many cases, however, COA’s duty to investigate and remedy harassment makes absolute confidentiality impossible. Children of America tries to limit the sharing of confidential information with employees on a “need-to-know” basis. If you assist in an investigation, you are required to maintain the confidentiality of information either given to or provided by COA.

Assurance of Non-retaliation

Children of America prohibits retaliation of any kind against anyone reporting unlawful harassment or discrimination. Any such retaliation will not be tolerated and may result in discharge.

Ethical Standards and Conflict of Interest

Children of America has an excellent reputation for conducting business activities with integrity, fairness and in accordance with the highest ethical standards. Employees benefit from this reputation and are obligated to uphold the ethical standards in every business activity. COA adheres to the Code of Ethical Conduct and Statement of Commitment: A position statement of the National Association for the Education of Young Children (NAEYC) and our own Code of Ethics.

We recognize and respect your right to engage in activities outside of work that are private in nature and do not in any way conflict with or reflect poorly on COA. We do, however, reserve the right to determine when your activities represent a conflict with the company’s interest and will take whatever action is necessary to resolve the situation, including termination of employment. Whether an activity meets the ethical standards, may be a conflict of interest or compromises COA’s reputation, it is your responsibility to discuss it with your supervisor or call Human Resources at 561-819-3465.

No Solicitation

There is a no solicitation policy that applies to both employees and any unauthorized individual who is trying to sell or distribute products or literature on school property or the Home Office.

Professional Appearance Standards and Dress Code

Your style of dress and grooming should reflect a professional image, and you are required during working hours to wear attire that is appropriate to your position and the nature of the work performed.

Management staff and Home Office personnel: Required to dress in business attire. Men must wear dress slacks, button-down shirt and tie and dress shoes. Jackets are optional. Women must dress in a professional manner such as a business suit, dress slacks and footwear with low heels. No stiletto heels, sneakers or sandals.

Teachers should dress comfortably, but also project a professional, uniform image. All employees must arrive to work neat and clean. Hair should be pulled away from the face. Nails should be clean, short and well manicured. Makeup should be worn in moderation. Jewelry should be minimal with no dangling earrings. Slacks, walking shorts or skirts may be worn in khaki, navy blue or black. No jeans, bike shorts or spandex pants are allowed. Stockings or socks must be worn

at all times. Shoes should be closed-toed. Embroidered COA shirts are optional. Name badges must be worn at all times above the waist on a lanyard, and COA-assigned wear is required for those who work in classrooms.

If you have questions about specific personal appearance standards and dress code, please consult with your supervisor. Your supervisor has the sole discretion to decide if your work attire does not conform to COA’s standards and may take disciplinary action.

Dress Code for Field and School Management

Field and school management personnel are always required to dress in business casual attire and project the image of a professional childcare academy while serving as role models and examples for every staff member under their supervision. Their dress code is as follows:

1. Business slacks/skirts/dresses (modest length) in gray, navy blue, beige, black

2. Business attire includes button-down collared and short-sleeved shirts, blouses, sweaters, ¾ sleeve or long sleeve (must complement COA jacket or blazer). No t-shirts, tank tops or exposed shoulders.

3. Comfortable shoes as long as they meet safety and professional standards*

4. COA jacket or blazer**

5. Conservative jewelry and tattoos***

*No open-toed shoes may be worn at any time during work hours or school events.

**COA blazers should be worn when participating at special school events and when attending communitywide activities.

***If management determines your jewelry or tattoos may present a conflict, you will be instructed to take appropriate action, such as removing excess or offensive jewelry, covering of tattoos, transferring to an alternative position or other reasonable means to resolve the conflict or issue. Factors that management considers to determine whether jewelry or tattoos may pose a conflict with the your job or work environment include:

• Personal safety of self or others, or damage to company property
• Productivity, performance or image expectations
  • Offensiveness to co-workers, customers, vendors or others in the workplace based on racial, sexual, religious, ethnic or other characteristics or attributes of a sensitive or legally protected nature
  • Customer complaints

In most cases, if you are an associate administrator, you work in classrooms and are required to follow the same dress code as teachers. However, when you are promoted to a permanent management position, you will be required to adhere to the expectations listed above. When covering temporarily for a director or assistant director, you should get instructions from your Educational Specialist or Vice President of Operations on how to dress during that temporary period.

Separation of Employment

All terminations must be discussed with Human Resources. If termination is warranted, Human Resources issues the supervisor a personnel action form, reviews all documents necessary to continue with the separation and is present by telephone for the actual discharge of the employee. All documentation must be sent to Human Resources for any type of termination of employment.

The released employee’s access code from Procare is immediately made inactive.

Immediate Termination:

Employees who violate government regulations or in any way endangered any children are dismissed at once. Refer the employee to the employee handbook acknowledgment and show any sections that outline where the employee has failed to comply. Use state licensing guidelines if appropriate. Document the violation, collect all issued COA property, walk with the employee to retrieve his or her belongings, and then escort to the door.

Termination for Unsatisfactory Job Performance:

When it is deemed that you are performing below expectation, the following procedure will be implemented:

1. Verbal warning documented in Procare as a first warning notice

1. Second warning notice to give you a reasonable amount of time to effect changed behavior

1. Termination notice

This system is designed to give you every opportunity to bring your performance to an acceptable level. Your supervisor will provide training in the area of concern and/or suggest counseling opportunities to support you, and document actions taken and include a plan of action with goal dates.

Two Weeks’ Notice:

Should you decide to resign for any reason, COA requests, but does not require, as much notice as possible. It is requested that you provide a minimum of 14 calendar-days’ notice in writing prior to departure. This allows for a smooth transition of duties.

You are required to return all company documents, materials and equipment prior to departure. No materials or documents should be copied or in any way duplicated and taken with you when you separate from employment. We will mail appropriate file content to you.

After departure, we may request that you complete an online exit interview to provide work- related feedback on COA. This allows us to evaluate policies and practices and improve on these policies and practices if possible. You will receive an email with a link to the survey.

Standards of Conduct

Employees are expected to adhere to all policies and practices of Children of America. Displaying a professional manner and exhibiting the highest level of performance is required. When groups of people work together, reasonable rules are necessary to conduct orderly business and make working conditions more pleasant for everyone.

It is further expected that all employees will conduct themselves in a professional manner at all times, and exhibit the highest level of integrity in performing their jobs or while representing the company at business or social events. This also means that good judgment and well-mannered behavior is used at all times, understanding that everything said and done in these situations can be looked upon as a direct reflection of COA.

It is equally important to maintain a positive work environment through good working relationships with our customers, visitors and co-workers, emphasizing our commitment to good customer service and creating a fun and inviting workplace environment. Any violation of these standards of conduct, or other employment policies, or any inappropriate conduct whatsoever may result in immediate discipline up to and including discharge.

The list below is not intended to be all-inclusive, but merely illustrates the various types of prohibited conduct. Policies governing our standards of conduct are listed below and may be subject to change, modification or case-by-case application.

Behavior

1. Failure to carry out an order by a superior unless your or another’s safety is jeopardized
2. Knowingly falsifying, removing or destroying information related to employment or work-related records
3. Soliciting outside work for personal gain during business hours or participating in any off-duty employment that adversely affects your performance at COA
4. Unauthorized removal or use of any COA or its customer’s property
5. Carrying on any outside activities during working hours or any time that interferes with your work or the work of other employees
6. Falsifying COA records or furnishing false or misleading information or withholding information on COA records or pursuant to any investigation by COA or any government agency, including failure to cooperate in an investigation
7. Theft, misappropriation, defacing or damaging of COA’s or another’s property
8. Tape recording conversations without express permission of all parties to the conversation
9. Use of inappropriate verbal or body language especially exposing children to inappropriate language, conversations or behavior by employees including through any type of media
10. Failure to drink in moderation at approved company functions or on business trips
11. Exhibiting a poor attitude in front of children, co-workers or parents
12. Disclosing information about COA without prior approval from a supervisor

Exhibiting behaviors that state licensing codes deem unacceptable for childcare professionals

Performance

• Inefficiency, incompetence or negligence in the performance of duties, including failure to perform assigned tasks or training, or failure to discharge duties in a prompt, competent and reasonable manner
• Refusal or inability to improve job performance in accordance with written or verbal direction after a reasonable period
• Suspension of driver’s license or lack of insurability where job duties require driving
• Careless, negligent or improper use of COA property, equipment or funds, including unauthorized removal or use for private purposes, or use involving damage or unreasonable risk of damage to property
• Unauthorized release or possession of confidential information or business records
• Sleeping on the job
• Giving children the authority to manage or discipline other children
• Excessive absenteeism or tardiness
• Violating any employment policy or procedure, whether or not it is contained in this handbook

Standards of Discipline for Employees

To help counsel and improve staff when needed, COA has a standard of disciplinary procedures that help inform and educate our employees. For example, if a supervisor finds that you are not performing up to expected levels, a meeting is called, and a verbal warning is issued. You are informed of the issue and given a reasonable time period in which to improve the area of concern. If no improvement is made, the verbal warning is followed by a conference where a written notice is issued. If there is no improvement within the time period specified in the first written notice, you will be called into a second conference that may result in termination. We believe that our employees are our greatest resource; consequently, every attempt is made to reach an understanding of expected performance.

There are some behaviors and actions that can result in immediate termination. An example is failure to comply with policies that affect the health and safety of children.

References

All written or verbal verification of employment requests for references regarding current or former employees must be referred to AlphaStaff at 888-335-9545 or faxed to 561-900-1879. Employees at any level are prohibited from supplying any information in response to such requests unless specifically authorized to do so by Human Resources.

Unless cases bringing risk to the company exist, it is COA’s policy to furnish or verify only an employee’s name, dates of employment and job title. No other information regarding a current or former employee is provided unless the individual first provides written authorization for release of any information pertaining to his or her employment.

Substance Abuse

Children of America is a drug-free environment and is committed to having a workplace free from the improper use of narcotics and other controlled substances, the abuse of alcohol, and the misuse of legal or prescription drugs. Their sale, use and abuse, when connected to the work environment threaten the safety, morale and public image of both you and COA. The following practices are used to ensure a drug-free environment:

1. No person will be hired who is a known abuser, promoter or seller of illegal drugs.
2. Use, presence in the body, sale, distribution or possession of illegal drugs by employees while present at a COA location is grounds for immediate dismissal. If you show physical evidence of use including nervousness, sweating, abnormally high energy and/or dilated eyes, you will be asked to leave the premises immediately for the safety of the children in our care.
3. If you are found to be involved in the sale, solicitation or dealing of illegal drugs, you will be discharged.
4. If you take prescription medication or other legal drugs that might impair your physical or mental faculties, please provide prompt notice of this fact to management. You should not report to work under the influence of any drug that creates impairment or a safety risk. A note from a healthcare provider may be required.
5. The use or possession of alcoholic beverages on COA premises, except for authorized events, is also prohibited. Occasionally, alcohol may be served at company events. Those who drink are expected to drink in moderation. Reporting to work or working under the influence of alcohol is cause for discharge.

Drug-Free Policy

As a federal grantee, Children of America hereby notifies you that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in this workplace. As a condition of employment, you must abide by this policy.

Drug-Free Awareness

Drug abuse in the workplace has major adverse effects on the welfare of all citizens of the United States, and it results in lost productivity each year. Employees who use illegal drugs have three to four times more accidents while at work.

Notice of Potential Personnel Actions for Illegal Drug Use on the Job

Penalties are imposed upon employees for drug-abuse violations occurring in our workplaces:

1. You must notify COA of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction.
2. Within 30 days of receiving notice of any criminal drug statute conviction for a violation occurring in the workplace, COA will take appropriate personnel action against you, up to and including termination, or
3. Within 30 days of receiving notice of any criminal drug statute conviction for a violation occurring in the workplace, COA may require you to participate satisfactorily in a drug-abuse assistance or rehabilitation program approved for such purposes by a federal, state or local health, law enforcement or other appropriate agency.

Surveillance Telephone Monitoring

Members of the management team or their designee may listen in on customer service lines or recordings of telephone conversations to ensure employees are being respectful and responsible to customers or for other legitimate business purposes. Calls may also be monitored for training purposes to critique customer service skills and provide feedback for job performance as needed. You are informed that you may be monitored at any time during business calls without notification. Your written consent is obtained prior to commencing employment and a signed copy of this policy is placed in your personnel file.

If at any time during the monitoring process, a personal call is identified and a continuous excessive level of non-business related phone calls is identified, it will be a basis for disciplinary action.

Disclosure of confidential information and any other recordings of conversations in the workplace by employees without consent on the record by all parties is prohibited. A violation of this policy is a basis for disciplinary action, as determined by management.

Workplace Violence

Children of America has a strong commitment to provide a safe, healthy and secure work environment. You are expected to perform your job without violence, threats, harassment or bullying toward any individual. If you are involved in a fight and become injured, you may be denied workers’ compensation benefits. The possession of weapons or occurrences of violence in the workplace are contrary to the company’s objective and are not tolerated. Violators are subject to immediate discharge.

Inspections

Children of America reserves the right to require you, while on Children of America property or on client property, to agree to the inspection of your person, personal possessions and property,

personal vehicles parked on Children of America or client property, and work areas. This includes lockers, vehicles, desks, cabinets, workstations, packages, handbags, briefcases and other personal possessions or places of concealment, as well as personal mail sent to Children of America or to its clients. As an employee, you are expected to cooperate in the conduct of any search or inspection.

Telephones and Cell Phones

The proper use of telephone etiquette reflects our commitment to a high standard of customer service. Good telephone skills are essential to the efficient operation of COA. The following standards are to be followed when using the telephone at COA:

Business Calls:

• Incoming calls should be answered promptly and courteously.
• Calls should be forwarded to the appropriate person as quickly as possible. If unavailable, a detailed message should be taken for a follow-up phone call.
• Callers should not be placed on hold for long periods of time. It is important to check back with the caller periodically to assess if they want to continue to hold.
• Telephone calls are to be returned in a timely manner.
• Telephones in the classroom are for incoming calls and for business use only.

Personal Calls:

• Personal phone calls can only be made during break time, unless there are extenuating circumstances and a supervisor approved it in advance.
• Placing personal long distance phone calls on company lines that would result in charges to COA is strictly prohibited.
• For All Personnel at the School Level: All personal cell phone calls should be made from the employee lounge only. This includes text messaging.

• For Field Management and Home Office Employees: Use moderation and step away from the work area so as not to disturb co-workers.

• Cell phones are prohibited in classrooms at all times.

Cell Phone Policy While Transporting Children

Voice communication and texting is prohibited while operating a school vehicle. If an emergency call must be placed, the school vehicle must be stopped and out of operation as well as parked in a safe space. Navigation is permitted to be used while vehicle is in operation, but it must be hands-free, and the device must be securely fastened.

COA staff can never use cell phones or other devices unless provided by us to take pictures or videos of students. Consequences of doing so can result in disciplinary action including termination.

Voicemail, Email, Internet Use and Transmission

Voicemail, email, computer systems and/or access to the Internet are provided by Children of America to assist you in carrying out the business of COA. Children of America treats all messages, received, or stored, as business messages, to which COA is entitled to access, review, copy, delete or save for any purpose and to disclose them to anyone it deems appropriate. COA may override any applicable password or codes in accordance with the best interests of COA, its employees, customers or visitors.

The Internet is to be used for business purposes only and should not be used for personal reasons. Access to unauthorized websites is strictly prohibited.

Use of voice mail, email, computer systems or Internet to engage in communications against COA, such as unethical business practices, defamatory, obscene, offensive, harassing or otherwise inappropriate messages, is prohibited.

Social Media

This policy provides expectations for your use of social media, which should be broadly understood for purposes of this policy to include blogs, wikis, microblogs, message boards, chat rooms, electronic newsletters, online forums, social networking sites, and other sites and services that permit users to share information with others inside and outside the company.

Procedures

The following principles and company expectations apply to professional use of social media on behalf of COA as well as personal use of social media when referencing COA:

• You must adhere to the Company’s Code of Conduct, Employee Handbook and other company policies when using social media in reference to COA.
• Always consider the effect your actions may have on your image, as well as COA’s image. The information you post or publish may be public information for a long time. You must protect the company image and immediately report any violations by other employees, vendors and customers to your supervisor, manager or Human Resources.
• Be aware that COA will very likely observe content and information made available by employees through social media. Use your best judgment in posting material that is either inappropriate or harmful to COA, our employees or our customers.
• Although not an exhaustive list, examples of prohibited social media conduct include posting commentary, content or images that are defamatory, pornographic, proprietary, harassing, libelous, or that can create a hostile work environment. 
• You are not to publish, post or release any information that is considered confidential or not public. If there are questions about what is considered confidential, you should check with a supervisor or Human Resources.
• If, while using social media, you encounter a situation that threatens to become antagonistic, disengage from the dialogue politely and seek the advice of a supervisor.
• Be sure to get appropriate permission before referring to or posting images of current or former employees, vendors or suppliers.
• COA’s computer systems are to be used for business purposes only. Use of social media (e.g., Facebook, COA blogs and LinkedIn) for business purposes is allowed, but personal use of social media networks or personal blogging of online content is discouraged and could result in disciplinary action.
• We expect you to keep COA-related social media accounts separate from personal accounts.
• Never use cell phones or other devices unless provided by COA to take pictures or videos of students. Consequences of doing so can result in disciplinary action including termination.

Code of Ethics

Children of America is strongly committed to a culture of ethics, respect and legal compliance. These goals go far beyond “doing the right thing.” They not only nurture and protect our most valuable assets (our people), they are also central to our business success. When it comes to creating an ethical culture, you matter. The decisions you make each day impact COA, our employees, our reputation and the broader community around us.

Build Trust and Credibility

Children of America’s success depends on the trust and confidence we earn from our customers, employees and shareholders. We gain credibility by adhering to our commitments and achieving COA’s goals by acting honestly and with integrity. It is easy to say what we must do, but the proof is in our actions. Ultimately, we are judged on what we do.

When considering any action, it is wise to ask:

1. Will this build trust and credibility for COA?
2. Will it help create a working environment where COA can succeed over time?
3. Can I realistically follow through with the commitment or promise I am making?

The only way we maximize trust and credibility is by answering “yes” to those questions and by working every day to build trust and credibility.

Respect for the Individual

We all deserve to work in an environment where we are treated with dignity and respect. Children of America is committed to creating such an environment and endeavors to bring out the full potential in each of us, which, in turn, contributes directly to our business success. We cannot afford to let anyone’s talents go to waste.

COA is an equal opportunity employer committed to providing a workplace that is free of discriminatory, abusive, offensive and harassing behavior. If you feel harassed, abused or discriminated against, you should immediately report the incident to your manager or Human Resources

Create a Culture or Environment of Open and Honest Communication

You should feel comfortable speaking your mind with respect to ethical concerns. Management has a responsibility to create an open and supportive environment where you feel comfortable raising such questions. Each of us has a responsibility to come forward if we have a concern or are aware of inappropriate or unlawful behavior. We all benefit when all employees exercise their power to prevent mistakes or wrongdoing by asking the right questions at the right times.

Complaints of sexual harassment or other unlawful or unethical behavior are serious matters. We expect you to report such behavior and that managers will promptly act upon such allegations. If an investigation confirms improper conduct occurred, appropriate action will be taken. We will not tolerate retaliation against employees who, in good faith, raise concerns about unethical or unlawful behavior.

For your information, COA’s reporting policy is as follows:

You are encouraged, in the first instance, to address such issues with your manager or Human Resources, as that is often the most effective means of resolving most problems. If for any reason that is not possible or if you do not feel comfortable raising the issue with your manager or Human Resources, you should contact a member of the executive management team.

Set the Tone at the Top

Management has the added responsibility of demonstrating, through our actions, the importance of this code. In any business, ethical behavior does not simply happen; it is the product of clear and direct communication of behavioral expectations, modeled from the top and demonstrated on a day-to-day basis. Again, ultimately, our actions are what matter.

To make our code work, we must be responsible for promptly addressing ethical questions or concerns raised by employees and for taking the appropriate steps to deal with such issues. We should not consider your ethical concerns as threats or challenges to our authority, but rather as another form of business communication to be encouraged.

We are committed to having the ethics dialogue be an important and natural part of the workplace.

Uphold the Law

Our commitment to integrity begins by complying with all applicable laws, rules and regulations where we do business. Further, each of us must have an understanding of COA policies, and how applicable laws, rules and regulations apply to our specific roles. If we are unsure of whether a contemplated action is permitted by applicable law or COA’s policy, we should seek advice from Human Resources. Each of us is responsible for preventing violations of law and for speaking up if we are aware of or have concerns about inappropriate conduct.

*Because of the nature of our business, some legal requirements warrant specific mention here.

Competition

We are dedicated to ethical, fair and vigorous competition. We offer COA’s products and services based on their merit, superior quality, functionality and competitive pricing. We make independent pricing and marketing decisions and will not improperly cooperate or coordinate our activities with our competitors. We do not offer or solicit improper payments or gratuities in connection with the purchase of goods or services for COA or the sales of its products or services, nor do we engage or assist in unlawful boycotts.

Proprietary Information

It is important that we respect the property rights of others. We do not acquire, or seek to acquire through improper means, a competitor’s trade secrets or other proprietary or confidential information. We do not engage in unauthorized use, copying, distribution or alteration of software or other intellectual property.

Health and Safety

COA is dedicated to maintaining a healthy environment. We are each responsible for adhering to all safety policies and rules.

Avoid Conflicts of Interest

We must avoid any relationship or activity that might impair, or even appear to impair, our ability to make objective and fair decisions on behalf of COA. Such conflicts of interest can arise from any type of relationship, arrangement or situation where an outside interest conflicts or appears to conflict with the best interests of COA. The responsibility to ethically handle conflicts requires that

you always fully disclose any conflicts to your manager and abide by any conditions placed on you to control or eliminate such conflict.

We owe a duty to COA to advance its legitimate interests when the opportunity to do so arises. We must never use COA property or information for personal gain or personally take for ourselves any opportunity that arises through our position with COA.

Here are some other ways in which conflicts of interest can arise:

Determining whether a conflict of interest exists is not always easy to do. If you have a conflict- of-interest question, you should seek advice from management or Human Resources.

Before engaging in any activity, transaction or relationship that might give rise to a conflict of interest, you must seek review from a manager or Human Resources. Any staff member who practices Internet transmission of company information will be terminated.

Gifts, Gratuities and Business Courtesies

Children of America is committed to competing solely on the merit of our products and services. While the exchange of business courtesies (e.g., gifts, gratuities, meals, entertainment) can help build business relationships, accepting or providing business courtesies that are excessive or inappropriate can harm an your reputation and the reputation of COA. You must use your judgment to distinguish between appropriate situations that build relationships and inappropriate situations that create or appear to create conflicts of interest or violate law. We neither give nor accept business courtesies that constitute, or could reasonably be perceived as constituting, unfair business inducements that would violate applicable law, regulations or the polices of COA or its customers, or would cause embarrassment or reflect negatively on COA’s reputation.

Set Measurement Standards and Report Results Accurately

Accurate Books and Records and Disclosure We must each ensure that financial information within our control is recorded accurately and in a timely manner in COA’s financial accounts. No false, artificial or misleading statements or entries will be made in reports, business plans, books, records, accounts, documents or financial statements, including the omission of entries if such omissions could be misleading. No business goal of any kind is ever an excuse for misrepresenting facts or falsifying records.

Promote Substance Over Form

At times, we are faced with decisions we would rather not have to make and issues we would prefer to avoid. Sometimes, we hope that if we avoid confronting a problem, it will simply go away. We must have the courage to tackle the tough decisions and make difficult choices, secure in the knowledge that COA is committed to doing the right thing. Sometimes this means doing more than simply what the law requires. Just because we can pursue a course of action does not mean we should do so. Although COA’s guiding principles cannot address every issue or provide answers to every dilemma, they can define the spirit in which we intend to do business and should guide us in our daily conduct.

Accountability

Each of us is responsible for knowing and adhering to the values and standards set forth in this code and for raising questions if we are uncertain about COA policy. If we are concerned

whether the standards are being met or are aware of violations of the code or applicable law, we must contact Human Resources.

COA takes seriously the standards set forth in the code, and violations may be cause for disciplinary action up to and including termination of employment.

Confidential and Proprietary Information

Integral to COA’s business success is our protection of confidential Children of America information, as well as nonpublic information entrusted to us by employees, customers and other business partners. Confidential and proprietary information includes such things as pricing and financial data, customer names and addresses or nonpublic information about other companies, including current or potential suppliers and vendors.

We do not disclose confidential and nonpublic information without a valid business purpose and proper authorization.

Use of COA Resources

COA resources, including time, material, equipment and information, are provided for COA business use. Nonetheless, occasional personal use is permissible as long as it does not affect job performance or cause a disruption to the workplace. Employees and those who represent COA are trusted to behave responsibly and use good judgment to conserve our resources.

Managers are responsible for the resources assigned to their departments or schools and are empowered to resolve issues concerning their use.

Unless otherwise expressly authorized, we do not use COA computers, copiers and fax machines in the conduct of an outside business or in support of any religious, political or other outside activity, except for those that are authorized by COA. We do not solicit or distribute non- work-related materials for any purpose during working time. However, to the extent allowed by applicable law and as expressly authorized, COA may permit a small number of solicitations for charitable causes. These must be approved in advance by Human Resources.

In order to protect the interests of COA’s network and our fellow employees, Children of America reserves, to the fullest extent allowed by applicable law, the right to monitor or review all data and information contained on your COA-issued computer and electronic device, including your use of the Internet, COA’s intranet or company-issued cell phones. We do not tolerate the use

of COA resources to create, access, store, print, solicit or send any materials that are harassing, threatening, abusive, sexually explicit, or otherwise offensive or inappropriate.

Questions about the proper use of COA resources should be directed to your supervisor.

Media Inquiries

Please refer to section 1: Public Media

Do the Right Thing

Key questions can help identify situations that may be unethical, inappropriate or illegal.

Ask yourself:

1. Does what I am doing comply with COA guiding principles, code of ethics and policies?
2. Have I been asked to misrepresent information or deviate from normal procedure?
3. Would I feel comfortable describing my decision at a staff meeting?
4. How would it look if it made the headlines?
5. Am I being loyal to my family, COA and myself?
6. What would I tell my child to do?
7. Is this the right thing to do?

Fraternization and Nepotism

The purpose of this policy is to establish COA guidelines regarding nepotism and fraternization. This policy is intended to avoid conflicts of interest between work-related and personal or family obligations; reduce favoritism or even the appearance of favoritism; prevent personal or family conflicts from affecting the workplace; and decrease the likelihood of sexual harassment and/or gender discrimination in the workplace.

• As an employee, you are encouraged to develop friendships inside and outside of the workplace. However, relationships of a romantic nature are strongly discouraged. It is expected that all employees conduct themselves with dignity and propriety in their relationships with other employees, customers or vendors, as long as the relationships don’t have a negative impact on their work or the work of others. Potential employees are expected to disclose, at the time of employment interview, the existence of any familiar and /or romantic relationship with any current employee, management, customer or vendor.
• If you are employed in a managerial or supervisory role, you need to heed the fact that personal relationships with an employee who reports to you may be perceived as favoritism, misuse of authority, or potentially, sexual harassment and, consequently, they are unacceptable. All romantic relationships between you and your subordinates are strictly prohibited. Any such relationship that develops must be disclosed to the appropriate Human Resources personnel. To avoid a conflict of interest that could have material impact to the company, such relationships may require a reassignment of responsibilities and duties. Relationships that exist or may develop between you and a subordinate that are not disclosed to the company will be subject to disciplinary action up to and including termination.
• A familial relationship among employees can create an actual or at least a potential conflict of interest in the employment setting, especially where one relative supervises another relative. Any such relationship must be disclosed to the appropriate Human Resources personnel. To avoid a conflict of interest that could have material impact to the company, such relationships may require a reassignment of responsibilities and duties. To avoid this problem, the company may refuse to hire or place a relative in position where the potential for favoritism or conflict exists. For the purposes of this policy, a relative is any person who is related by blood or marriage, or whose relationship with the employee is similar to that of persons who are related by blood or marriage. Supervisory roles of such nature that are not disclosed to the company will be subject to disciplinary action up to and including termination.

• If two employees marry, become related or enter an intimate relationship, they may not remain in a reporting relationship or in positions where one individual may affect the compensation or other terms or conditions of employment of the other individual. In other cases, such as personal relationships where a conflict or the potentialfor conflict arises, even if there is no supervisory relationship involved, the parties may be separated by reassignment or discharged from employment at the discretion of the company. Accordingly, all parties to any type of intimate personal relationship must inform management.

• Adverse workplace behavior or behavior that affects the workplace that arises because of personal relationships will not be tolerated.

• Any relationship that interferes with the company culture of teamwork, the harmonious work environment or the productivity of employees will be addressed by applying the progressive discipline policy up to and including employment termination.
• COA generally will attempt to identify other available positions but is not obligated. If no alternate position is available, COA retains the right to decide which employee will remain with the company.
• The restrictions on romantic relationships apply regardless of the sexual orientation of the employees involved. Thus, this policy applies equally to opposite-sex and same- sex relationships. This policy is implemented in a nondiscriminatory manner and the company shall take any steps necessary to avoid disparate impact on either sex.
• This policy applies to familial, consensual romantic or sexual relationships between employees. Unwanted sexual attention (including physical contact) and sexually oriented behavior with the purpose or effect of creating an offensive environment is strictly prohibited. (See harrassment definition and policies on page 39.)