Compliance and Ethics Times

ELEMENT # 1 - Development of written policies and procedures

The organization must establish written standards and procedures designed to prevent and detect criminal conduct. The written standards should be headed by a code of conduct or ethics and include implementing written policies and procedures. The procedures enacted shall include the implementation of internal controls. In the end, both the standards of conduct and internal controls shall be designed in a manner that is reasonably capable of reducing the likelihood of criminal, unethical, and other forms of improper conduct.

ELEMENT # 2 - Designation of a Chief Compliance Officer

The organization shall appoint a Chief Compliance Officer ("CCO"), who shall be assigned with the overall responsibility for the compliance and ethics program. The CCO shall be responsible for the compliance and ethics program's day-to-day operations, exercise due diligence, and promote an organizational culture that is encourages ethical conduct and compliance with applicable Federal and State administrative, civil, and criminal law. The CCO shall have direct access to the organization's Board of Directors (the Board"). Both the CCO and the Board shall be knowledgeable about the content, structure and operation of the compliance and ethics program. The Board shall exercise reasonable oversight over the compliance and ethics program by, among other measures, monitoring the compliance program's implementation and effectiveness. The CCO shall report administratively to the Chief Executive Officer and functionally to the Board or a subcommittee thereof, and shall have adequate resources and appropriate authority to carryout the purposes and goals of the compliance and ethics program.

ELEMENT # 3 - Training and education

The organization must establish a training education program that periodically communicates, in a practical manner, its standards and procedures and other aspects of the compliance and ethics program to its governing body, employees, high level personnel, substantial authority personnel, and, as appropriate, its agents. The training and education may include the dissemination of information appropriate to the role and responsibilities of individuals covered under the program.

ELEMENT # 4 - Auditing and monitoring

The organization shall establish methods and practices to ensure that its compliance and ethics program are adhered to. Such methods include the establishment of an auditing and monitoring program. The organization should periodically evaluate the effectiveness of the organization's compliance and ethics program. The organization shall periodically assess the risk of criminal conduct and shall take appropriate steps to modify its program to reduce the risk identified in this process.

ELEMENT # 5 - Open lines of Communication

The organization shall establish open lines of communication where its employees and agents may: (i) seek guidance regarding a compliance concern; (ii) communicate confidentially and anonymously regarding potential or actual criminal conduct; and (iii) report compliance issues without fear of retaliation.

ELEMENT # 6 - Respond to Compliance Issues and Identify Risks

Where criminal or otherwise unacceptable conduct has been detected, the organization shall undertake reasonable steps to respond appropriately to such conduct including, without limitation, instituting modifications to its compliance and ethics program.

ELEMENT # 7 - Disciplinary Policy

The compliance and ethics program must operate consistently throughout the program. The organization shall implement appropriate incentives to detect and deter criminal or other unethical conduct. Additionally, the organization must impose discipline in response to violations of applicable Federal or State law or other compliance and ethics program violations. Discipline imposed shall be determined on a case-by-case basis and shall be progressive in nature and include corrective action up to and including termination or employment, contract or other relationship with the organization.