I. Overview

The Libra Foundation Code of Conduct reflects the commitment of Libra Foundation and its employees to conduct business in accordance with the highest standards of ethics and integrity.

This Code of Conduct sets forth policies and guidance by which Libra Foundation employees should abide in all Foundation activities. This document does not purport to catalog or examine every law or rule that applies to employees’affairs. Rather, this Code represents an outline of Libra Foundation’s policies and principles. Employees should refer to this document for guidance in business operations and should understand that they must comply with both the letter and the spirit of this document in all of their activities.

As Libra Foundation personnel, employees are expected to adhere to the highest standards of integrity, ethics and professionalism because such conduct will produce an atmosphere in which productivity, creativity, teamwork and respect are fostered. Acceptance and understanding of the Code of Conduct will ensure that Libra Foundation remains successful. Promoting and maintaining the principles expressed in the Code of Conduct will help to ensure that Libra Foundation continues to be viewed with respect and remains a potent institution.

II. Upholding an Appropriate Workplace Environment

A. Equal Opportunity

B. Unlawful Harassment

C. Environment, Health and Safety

A. Libra Foundation values its employees and is committed to creating and maintaining a workplace where fairness, equity, responsibility and trust are valued. Libra Foundation strives to create and preserve diversity in its workplace and does not make employment decisions based upon race, color, national origin, religion, sex, age, marital status, physical or mental disability or veteran’s status. In all other matters relating to ways in which Libra Foundation and its employees interact, the Foundation is committed to compliance with the laws governing the workplace.

B. Libra Foundation maintains a workplace in which harassment on the basis of race, color, national origin, religion, sex, age, marital status, physical or mental disability or veteran’s status is not tolerated. Grievances regarding harassment may be expressed according to the procedures outlined in the Libra Foundation Employee Handbook.

C. Libra Foundation maintains a work atmosphere in which all employees remain safe, healthy and productive, and it is committed to compliance with all applicable environmental and workplace health and safety regulations. If it appears that Libra Foundation is not in observance of such rules, it is expected that a staff member will notify a supervisor immediately.

III. Protecting Foundation Records, Information and Assets

A. Financial Records

B. False Statements

C. Dishonesty and Fraud

D. E-communications

E. Assets

A. Libra Foundation’s financial records serve as the basis for managing its activities and are important to fulfilling its responsibilities as an organization working toward the public good. Such records are also necessary for compliance with tax requirements, public disclosure and for preparation of financial statements, tax filings and other documents. As such, the Foundation and its employees are committed to maintaining accurate and complete financial records and to full, fair, accurate, timely and clear disclosure of such records.

To facilitate the reporting of potential accounting, control and auditing issues, and in response to Section 301 of the Sarbanes-Oxley Act of 2002, the Foundation has established the following procedures for the receipt, retention and treatment of complaints regarding accounting, control and auditing matters, and the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters such as fraud or deliberate error in the preparation or audit of any financial statement record of the Foundation; deficiencies in, or noncompliance with, the Foundation’s internal accounting controls; misrepresentations or false statements to or by an officer or accountant regarding a matter contained in the Foundation’s financial or audit records or reports; or other deviation from full and fair reporting of the Foundation’s financial condition.

Any person, including employees of the Foundation, may submit a good faith Accounting Complaint to the Foundation. Employees will not be retaliated against in any way for submitting such a Complaint, and may submit Complaints anonymously and confidentially.

Accounting Complaints will be dealt with by the Foundation promptly and confidentiality will be maintained to the fullest extent practicable, consistent with the need to conduct an adequate review and response. Where the Foundation management determines that an Accounting Report is both credible and material to the Foundation’s financial reporting, financial condition or internal controls, the proper individuals will be promptly informed.

The Foundation will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of an Accounting Complaint or the provision of assistance in investigating or otherwise helping to resolve the Accounting Complaint. Retaliation against a complaining employee may result in disciplinary action by the Foundation and/or criminal liability. Any reported allegations of retaliation will be investigated promptly.

As detailed in Section 303 of the Sarbanes-Oxley Act, directors and officers of Libra Foundation, and employees and other persons acting under their direction, will not coerce, manipulate, mislead or fraudulently influence the Foundation’s independent public accountants at any time for the purpose of rendering Libra Foundation’s financial statements materially misleading.

B. Making false statements to the government is illegal, prohibited and is punishable by severe consequences. Similarly, making false or misleading statements to the Foundation is prohibited. Anyone found to have made such statements will be subject to disciplinary action, up to and including termination of employment.

C. Libra Foundation has been held in high regard since its inception. Like all organizations, however, its reputation faces risks from dishonesty and fraud. To prevent against harm to its reputation, Libra Foundation remains committed to the deterrence, detection and correction of such misconduct and to creating and maintaining a culture in which such actions are not tolerated or encouraged.

Broadly, dishonesty and fraud can involve many forms, such as

• theft or other misappropriation of assets, including assets of the Foundation;

• questionable payments to agents, consultants or professionals who haven’t been properly retained by the Foundation or have over-billed or under-performed services;

• misstatements and other irregularities in the Foundation’s books, records, financial and disclosure statements, etc.;

• forgery or other alteration of documents;

• billings made higher or lower than fair value, at a customer’s request;

• payments made for any purpose other than that described in supporting documents;

• bid rigging;

• embezzlement;

• fraud and other unlawful acts; and

• bribery and kickbacks.

Examples of bribery or kickbacks that would not be tolerated by Libra Foundation include:

• Giving something of fair value to an individual in return for a favorable exercise of that individual’s discretion; and

• A payment secretly made to a Libra Foundation employee by a vendor seeking Libra Foundation business with the purpose of influencing the employee to award business to the vendor or to secure more favorable terms.

D. This section addresses employee use of Libra Foundation’s electronic information facilities, which includes the Foundation’s computers and other Foundation-owned electronic devices, as well as its electronic services such as e-mail (which is meant to include instant messaging), message boards, chat rooms, voice mail, internet access and word processing.

Libra Foundation employees must not expect privacy in their use of electronic information facilities. Because e-mail, voice mail and other electronic information resources are to be used for Foundation activities and are the property of the Foundation, users must understand that electronically stored information may be monitored to ensure compliance with Foundation policies and legal requirements.

When transmitting extremely sensitive information, there may be risks with the use of e-mail. Caution should be exercised when cellular telephones and other portable devices using radio technology are used for transmitting confidential information. Unless the connection is encrypted, information will not remain confidential.

Libra Foundation relies upon the function of its electronic information facilities and, as such, depends upon its employees to protect the integrity of these systems. To ensure these systems remain intact, Foundation employees are expected to take steps to protect systems from viruses, to comply with the Foundation’s efforts to control and protect access to information using user IDs and passwords and to refrain from testing security devices (i.e. through hacking, password cracking, file decryption or copying software) unless given proper authorization.

E. Libra Foundation property should be used only for Foundation-related business and should, under no circumstances, be used for personal gain. Employees are responsible for maintaining Libra Foundation property and should take all reasonable steps to protect Foundation property from theft, misuse, loss, damage or sabotage.

IV. Conflicts of Interest

Libra Foundation’s reputation for ethical business practices is critical to the Foundation’s growth and success. It is important that all employees avoid any conflict between private interests and the interests of Libra Foundation.

Libra Foundation has established the following guidelines for activities in areas where conflicts could potentially arise:

A. Gifts and Entertainment

B. Providing services to other organizations

C. Working with family members

A. Occasionally, employees of Libra Foundation may receive or give gifts meant to show friendship, appreciation or thanks from or to people who conduct business with Libra Foundation. When accepting or giving gifts may improperly influence the course of business transactions, or may appear to improperly influence business transactions, employees of Libra Foundation should refrain from engaging in such an exchange.

B. Providing service to other organizations could potentially result in a conflict of interest for Libra Foundation employees. For the Foundation’s purposes, service to other companies could manifest itself in the following two ways:

1. Board of Director’s Positions. Accepting a position on any organization’s board of directors carries serious responsibilities. These obligations could include potential financial liability, time and travel commitments, public relations issues and potential expectations of helping to make contacts within Libra Foundation. Therefore, before accepting such a responsibility, employees of Libra Foundation should consult with a supervisor to ensure that such an action is permissible.

2. Other Services to Other Companies. If there is no actual or apparent conflict of interest or a violation of any written agreement an employee may have with Libra Foundation, and such an employee continues to meet the performance standards of his or her job with Libra Foundation, he or she may provide services (except as covered in B1), including as an employee, to any other company without pre-approval.

If a Libra Foundation employee engages in service in one of the aforementioned manners, caution should be exercised to ensure no conflict of interest develops.

C. In a situation where relatives work within the same organization, there exists the potential for inappropriate conduct to ensue. For example, it would probably be inappropriate for a Foundation employee to seek to hire or to seek to inappropriately influence another employee to hire a family member or member of the employee’s household. Similarly, it would likely be inappropriate for an employee of Libra Foundation to have a reporting relationship with a relative or to work in the same area as a relative. Any such situations should be reported to a supervisor immediately for approval.

For information regarding conflict of interest concerns as they relate to the Trustees of the Foundation, see Libra Foundation's Trustees' Conflict of Interest Statement.

V. Reporting ethics and/or conduct concerns

One of the most important responsibilities Libra Foundation employees have is the obligation to raise a concern about a possible violation of Libra Foundation policy or the law. Remaining silent regarding a concern about ethics or conduct could potentially harm other employees and the Foundation. For this reason, Libra Foundation employees are required to express ethics and conduct concerns to a supervisor. If an employee suspects a direct supervisor of violating ethical or conduct guidelines, he or she must approach the next-higher individual in the Foundation’s chain of command.

Libra Foundation will ensure that no employee who in good faith reports a suspected ethics or conduct violation will be subject to retaliation for having made the report.

For more specific information regarding ethics concerns, see Libra Foundation's Code of Ethics.

VI. Summary

Libra Foundation personnel are expected to adhere to the highest standards of integrity, ethics and professionalism. Employees’understanding of and commitment to Libra Foundation’s Code of Ethics, Executive Code of Ethics, Code of Conduct and Conflict of Interest Statement will ensure that the Foundation remains ethical, potent and relevant to the State of Maine and its citizens. As such, the Trustees of Libra Foundation expect all staff to be aware of and remain faithful to the principles expressed in the aforementioned documents. If any questions regarding these documents arise, employees are expected to contact a supervisor for guidance.