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CODE OF BUSINESS CONDUCT

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CODE OF BUSINESS CONDUCT Dear Fellow Navient Employee, At Navient, we understand that our good name begins and ends with our individual and collective integrity. Our adherence to high ethical standards
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CODE OF BUSINESS CONDUCT Dear Fellow Navient Employee, At Navient, we understand that our good name begins and ends with our individual and collective integrity. Our adherence to high ethical standards while providing industry-leading services to help our customers succeed has served us well. We must ensure that our unwavering approach to conducting business with integrity is understood by our employees and customers. Our Code of Business Conduct provides a broad set of clear principles and expectations for Navient employees, officers and directors. Each of us is responsible for abiding by and enforcing the Code, including reporting any questionable activities using the resources provided in the Code. If you are unsure about how the Code applies to a particular situation, you should use these resources to seek guidance. Navient does not retaliate against any employee who, in good faith, reports a questionable activity or asks a question related to the Code. We all have the opportunity to protect our good name by acting ethically and promoting a culture of compliance in our work activities. I am proud of our dedication to doing business the right way. I am confident that our commitment will remain outstanding in every community that we serve and that our reputation for taking a fair, transparent and responsible approach in all we do will endure. Jack Remondi President and Chief Executive Officer 2 TABLE OF CONTENTS Page INTRODUCTION... 4 PLACES TO GO FOR ASSISTANCE... 4 IF YOU ARE INVOLVED IN AN INCIDENT... 5 QUESTIONS TO ASK YOURSELF WHEN YOU FACE A TOUGH DECISION... 5 ACCURACY OF BOOKS AND RECORDS/FALSE CLAIMS... 6 ANTITRUST 7 ATTORNEY-CLIENT PRIVILEGE... 8 AUDITS AND INVESTIGATIONS... 8 BUSINESS COURTESIES AND GIFTS... 9 COMPUTER SOFTWARE AND CONFIDENTIAL INFORMATION CONFLICTS OF INTEREST/OUTSIDE EMPLOYMENT CORPORATE OPPORTUNITIES CUSTOMER PRIVACY DRUGS, ALCOHOL AND FIREARMS EMPLOYMENT AND EQUAL OPPORTUNITY FAIR DEALING GOVERNMENT CONTRACTING INSIDER TRADING PERSONAL FINANCE POLITICAL ACTIVITIES PROTECTION OF COMPANY ASSETS WORKPLACE VIOLENCE DISCIPLINE AND SANCTIONS SENSITIVE INVESTIGATIONS INTRODUCTION This Code applies equally to all employees, officers and directors of all Navient companies, including Navient Solutions, Inc., and all other direct and indirect subsidiaries of Navient Corporation(referred to collectively as Navient ), as well as consultants hired by Navient. But, it does not create a contract of employment between you and Navient, nor alter the at-will employment relationship. In the case where a subsidiary or affiliate has published additional guidelines due to regulatory requirements, its employees must abide by such guidelines in addition to those set forth in this Code. If you violate any of the policies set forth in this Code, you subject yourself to discipline, including termination. Moreover, if you violate certain of the policies set forth in this Code, you may subject yourself and Navient to civil liability and/or criminal liability, including criminal penalties. Any waiver of this policy that affects a Director, Navient Executive Officer, or Senior Vice President and above must be approved by the Board or a committee of the Board. Any other waiver requires approval by Navient s Ethics and Code of Conduct Officer. Notification of the waiver will be shared with Navient s Chief Risk & Compliance Officer, Chief Legal Officer, and Chief Human Resources Officer. If you do not understand any part of this Code, please contact your supervisor or the Ethics and Code of Conduct Officer. In addition, because the Code does not address every potential ethical or legal decision that may confront you as an employee, you should always seek advice from your supervisor or any of the resources in the section called Places to Go for Assistance in situations where you have any doubts about a matter that appears to have legal or ethical consequences. PLACES TO GO FOR ASSISTANCE If you have a question regarding any policy contained in this Code or you are aware of an actual or potential breach, in most instances, the first person you should contact is your supervisor, your Department Head or your local Human Resources representative. There are two important exceptions If you become aware of fraudulent activity, the first person you should contact is the Ethics and Code of Conduct Officer. If you become aware of illegal discrimination or harassment, the first person you should contact is your Human Resources representative. However, if you feel that these people have not addressed your information appropriately or if the circumstances make it inappropriate to discuss the matter with them, then you may contact: 1) The Ethics and Code of Conduct Officer, 2) The Ethics and Code of Conduct Helpline. Dial NAVI ( ) any time, any day, or 3) The Chief Legal Officer. 4 To the maximum extent possible, Navient will protect the confidentiality of persons who report possible misconduct. You may report misconduct on an anonymous basis by calling the Helpline. However, we may be unable to properly or completely investigate allegations that are made anonymously. Please keep in mind that the Ethics and Code of Conduct Helpline is to be used solely for the purpose of reporting actual or potential breaches of this Code of Business Conduct and to ask questions regarding whether particular actions conform with or violate the Code. Intentionally making a false report that a person has breached this Code is a breach of the Code and may have legal consequences. IF YOU ARE INVOLVED IN AN INCIDENT It is our policy to promptly investigate suspected violations of this Code. If you suspect or detect any inappropriate activity, you are required to report it immediately. Incidents of fraud and theft will be referred for criminal prosecution when appropriate. Efforts will be made to preserve the confidentiality of any information you provide. Guidelines that should be observed if you are involved in this type of an investigation are as follows: 1) Do not attempt to investigate a suspected case of fraud or dishonesty and do not attempt to confront the suspected party. 2) Do not terminate an employee for fraud or dishonesty without first consulting Human Resources, obtaining specific guidance and approval on how best to proceed. 3) Do not promise to forego reporting or threaten to report a crime to law enforcement authorities as a way to encourage the return of stolen funds or property. 4) Do not discuss the matter with others, unless instructed to do so. Contact the Legal Department about how best to communicate with any law enforcement agency investigating or prosecuting a criminal complaint. QUESTIONS TO ASK YOURSELF WHEN YOU FACE A TOUGH DECISION Here are a few questions to ask yourself if you are confronted with a situation that seems to involve ethical issues. 5 1) What is the purpose of the laws, regulations or Navient policies? Is my action, even if it looks legal, going to be consistent with that purpose? 2) Would I want my actions reported on the evening news or in trade papers? 3) What would my friends and family think of my decision? 4) What will the direct and indirect consequences of my decision be for Navient? 5) Even if I m sure that my actions are proper, is there a risk that they may appear to others as improper? After asking yourself these questions, if you are still unsure about how to proceed, then stop for a moment and seek assistance from the individuals listed in the section above called Places to Go for Assistance. Always think before you act. If you are told to do something that you think or know is wrong, do not do it. Remember: You are responsible for your own actions. IF YOU RE UNSURE, ALWAYS ASK MORE QUESTIONS ACCURACY OF BOOKS AND RECORDS/FALSE CLAIMS In all businesses, accurate books and records are critical. In our work at Navient, some of which includes filing claims for government payments, precision in our books and records is even more essential. Navient will not tolerate any inaccurate, false, misleading, incomplete or careless record keeping. This rule applies to every facet of our business. Employees should realize that falsifying company records or altering company records could lead to criminal prosecution of the company, the employee involved and coworkers. The corporation and the business community rely on the truthfulness and accuracy of our record keeping. For instance, the board of directors, stockholders, customers, suppliers, government regulators and others depend on the information they receive from us and expect it to be accurate. Thus, your commitment to accuracy enhances our reputation in the business community and minimizes potentially costly legal exposure. It is also an essential component of the business planning process and thus affects the corporation's growth prospects. Moreover, as a purchaser and servicer of student loans, Navient is subject to very specific laws and regulations, including due diligence requirements, in servicing loans. The punishment for violations of such laws is often quite disproportionate to the apparent magnitude of the wrongdoing. It is our policy that all employees comply strictly with the spirit and letter of these laws and regulations. There have been a number of criminal prosecutions in the student loan industry against individuals who have falsified servicing histories. 6 Navient has a zero tolerance policy for falsification or alteration of corporate records. In addition, if you see any of your colleagues engaging in what may be falsification or alteration of corporate records, inform your supervisor immediately. By doing so, you will be acting in the best interest of Navient. The Company's books, records, accounts and reports must accurately reflect its transactions and must be subject to an adequate system of controls to promote the highest degree of integrity. Reports and documents that the Company files with or submits to the Securities and Exchange Commission and other public communications, must contain full, fair, accurate, timely and understandable disclosure. ANTITRUST It is Navient s policy to comply strictly with all applicable antitrust laws. The following is a partial list of some of the activities that antitrust law prohibits. Price fixing agreements, such as agreements to fix purchase premiums, servicing fees or collection fees; Customer or supplier boycotts; Agreements to allocate markets, such as agreements not to compete on particular Requests For Proposal ( RFP s ) or other business opportunities; Bid rigging; Exchanging information regarding prices, fees or discounts; and Other types of agreements with competitors that are anti-competitive. With this list in mind, you should adhere to the following rules: 1) Do not initiate any discussion with a competitor that in any way touches upon the above activities, even in very general terms. 2) If one of our competitors contacts you regarding a prohibited activity, stop the conversation immediately and contact the Ethics and Code of Conduct Officer. 3) In all situations when you come into contact with representatives from our competitors, be careful what you say. In particular, you should exercise good judgment and discretion at trade association and professional meetings. The antitrust laws are highly complex. You should contact the Legal Department whenever you have a concern that may involve this area of law. Joint bids with non-navient entities should also be reviewed by the Legal Department. 7 ATTORNEY-CLIENT PRIVILEGE To encourage candor and openness in seeking and providing legal advice, the law recognizes an attorney-client privilege which shields communications between Navient's employees and its attorneys from disclosure in connection with litigation. To maintain this privilege, communications to and from Navient's attorneys for the purpose of seeking or giving legal advice must not be disclosed to others unless authorized by Navient's Legal Department. AUDITS AND INVESTIGATIONS Audits of all corporate activities, including audits of compliance with this Code of Business Conduct, are periodically performed by Navient s external or internal auditors and attorneys, clients or government officials. Our policy is to cooperate fully with any appropriate investigation, while at the same time protecting the legal rights of the corporation and of our employees. We have procedures for responding to routine investigations conducted by our clients and loan guaranty agencies. In any other situation, if you or someone who reports to you is contacted by a government investigator who asks you for an interview, seeks information or access to our files, or tells you that Navient or an employee of Navient is under investigation, you should immediately contact the Legal Department. If you are involved in an audit or investigation: 1) Do not destroy any documents within Navient s possession or control if you expect those documents to be requested by the government or a court, even if the Record Retention Policy would otherwise permit. The definition of document includes electronic media such as computer files and . 2) Always respond honestly and candidly. Never attempt to convince any other Navient employee or other person to provide misleading or untrue information to auditors or investigators. 3) If you receive a grand jury subpoena or subpoena to testify in a legal proceeding concerning Navient records, submit that document to the Legal Department before any other action is taken. If you receive a subpoena directing Navient to produce documents in a proceeding in which Navient is not named as a defendant, contact the Legal Department. 4) If an investigator or lawyer for the government contacts you outside of the workplace, you are strongly encouraged to contact the Legal Department before responding. If you decide to speak to a government investigator, you should be entirely truthful. 8 BUSINESS COURTESIES AND GIFTS In certain instances, giving gifts is an accepted part of doing business. However, any exchange of gifts must be in compliance with Navient s Gifts Policy (#1346). This policy is accessible to all employees via PolicyTech on the Navient Navigator. Following are examples of acceptable forms of gifts and entertainment from the Gifts Policy: 1) You may offer or receive meals and entertainment to or from a third party when the third party is present and circumstances surrounding the meal and entertainment have a clear business purpose, e.g., talking business over lunch. 2) You may offer and accept gifts of promotional items, such as mugs that bear the company's name, and mementos of nominal value ($10 or less). You may not offer or accept tickets to sporting and cultural events unless you will be accompanied by the person who is your guest or host. In addition, if the ticket value exceeds $250 acceptance of the ticket must be approved by the Ethics and Code of Conduct Officer. 3) If someone presses a gift on you the acceptance of which would be inconsistent with this policy, or if you are offered cash in any amount or a monetary equivalent, you should decline the gift and immediately report the situation to one of the individuals listed in the section above called Places to Go for Assistance. 4) Under no circumstances should you accept any bribes or kickbacks from vendors or suppliers. This constitutes criminal activity. 5) It is Navient s policy not to give gifts of any value or meals to federal government employees. If you are dealing with state or local government officials, you must comply with local and state restrictions that apply to business gratuities. Information about such restrictions is documented in the Gifts Policy-Appendix B- State Gift Matrix (State Employees not Employed by the School). If your scenario is not addressed, please submit an inquiry to the Ethics and Code of Conduct Officer. 6) You must comply with U.S. law, including the U.S. Foreign Corrupt Practices Act, and the law of foreign countries when dealing with domestic and foreign government officials. Under no circumstances may you pay or offer anything of value, directly or indirectly, to a government official (including foreign officials, political parties, and party officials and candidates). 9 COMPUTER SOFTWARE AND Most of the computer programs that we use to conduct our business are protected by copyrights. It is our policy to respect these copyrights, as well as to comply with all laws and license agreements regarding the proper use of computer software. Accordingly, apart from authorized back-ups that are allowed by a license agreement, you should not make copies of computer programs. Also, you may not remove any copyrighted computer software from the premises except as required to work remotely. If your job entails writing computer programs, you must first confirm with the Legal Department that a valid license has been obtained before using or referring to lines of code written by a third party. Navient provides its employees with , instant messaging and/or text messaging to be used for business purposes. The corporation may from time to time publish policies on limited personal use of such electronic communications, and you are responsible for knowing and conforming with these policies. It should be recognized that there is no expectation of privacy with , instant messages or text messages. Unlike an oral conversation, such electronic communications can be permanently recorded. If you send such electronic messages, expect that the recipient may print it or forward it to others. Also, your messages remain on Navient s computers or even external computers for at least several months. Accordingly, you must exercise caution and discretion when sending , instant messages and text messages. E- mail, instant messages and text messages are like a business letter and should not include any objectionable statements or derogatory remarks. Sending these electronic messages that are in any way obscene or harassing is strictly prohibited. The company reserves the right to audit such electronic communications of its employees. We have provided some of our employees with Internet access to assist them in conducting company business and we have a strict policy regarding Internet usage. You may use the Internet for personal reasons on a limited basis, but you may not chat during regular work time, send chain letters, download music, videos or software or view pornographic, illegal or otherwise offensive Web sites. The Internet Usage Policy is in the Corporate Information Security Program (CISP) #2091 and is accessible to all employees on the company s Intranet site; noncompliance with that policy subjects employees to immediate disciplinary action, including termination of employment. CONFIDENTIAL INFORMATION We expect our employees to safeguard confidential information about Navient and about the companies and clients with which we do business. The Corporate Information Security Program (CISP) #2091 includes a data classification matrix providing guidance on security requirements for specific types of documentation. The protection of this information is very important to us. Accordingly, our employees must not disclose such confidential information to unauthorized parties. We are also concerned about protecting the systems and product designs, procedures, source code, specifications, pricing guides, documents, software and other work product that our 10 employees produce during the course of their employment. Such work product is the property of Navient, and as such, Navient is entitled to ownership of the copyright, patent, trade secret and any other proprietary rights to the material. In this regard, you may not copy, remove or send outside the company via any medium any proprietary documents or other materials except as authorized. Confidential information also includes personnel records and information rel
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