Exhibit 14.2
Nelnet Education Loan Funding, Inc
Code of Business Conduct and Ethics
for Directors and Officers
General Statement of Policy
It is the policy of Nelnet Education Loan Funding, Inc. (the "Company") that the
conduct of every Director and officer while acting on behalf of the Company be
based upon the highest ethical standards and compliance with the law. This Code
of Business Conduct and Ethics affirms the policy of the Company and is a
guideline to:
o promote honest and ethical conduct that reflects positively on the
Company;
o maintain a corporate climate in which the integrity and dignity of each
individual is valued;
o assure compliance with laws, rules and regulations that govern the
Company's business activities; and
o assure the proper use of the Company's assets.
This Code does not specifically address every potential form of unacceptable
conduct, and it is expected that Directors and officers will exercise good
judgment in compliance with the principles set out in this Code. Each Director
and officer has a duty to avoid any circumstance that would violate the letter
or spirit of this Code.
Fair Dealing
Each Director and officer should endeavor to deal honestly and ethically with
the Company's Directors, officers, auditors, advisors, customers, suppliers and
competitors while engaged in business on behalf of the Company. Non-compliance
with this Code or the law or other unethical or dishonest business practices
while acting on behalf of the Company are forbidden and may result in
disciplinary action, including termination.
Proper Use of Company Assets
Company assets should be used only for the legitimate business purposes of the
Company. Directors and officers are prohibited from using Company assets,
confidential or proprietary information or position for personal gain.
Compliance with Laws, Rules and Regulations
Any transaction undertaken in the name of the Company that would violate the
laws, rules or regulations of any country or its political subdivisions in which
the Company conducts business is prohibited. Particular attention is directed to
the laws, rules and regulations relating to discrimination, securities,
antitrust, civil rights, transactions with foreign officials, safety and the
environment. If any uncertainty arises as to whether a course of action is
within the letter and spirit of the law, advice should be obtained from the
Company's General Counsel or his designee.
Observing the law is a minimum requirement. The Company's Code envisions a level
of ethical business conduct well above the minimum required by law.
Exhibit 14.2
1. Discrimination and Harassment
The Company is committed to providing a workplace free of discrimination and
harassment based on race, color, religion, age, gender, national origin,
disability, veteran status, or any other basis prohibited by applicable law.
Similarly, offensive or hostile working conditions created by such harassment or
discrimination will not be tolerated. Each Director and officer has a duty while
acting on behalf of the Company to refrain from engaging in conduct that
constitutes discrimination or harassment.
An officer should promptly report any discrimination or harassment or any
complaint of discrimination or harassment to the Company's president and to the
head of human resources of Nelnet, Inc. ("Nelnet") or corporate legal.
Additional information regarding discrimination and harassment may be found in
Nelnet's employee policy manual.
2. Insider Trading
Directors and officers in possession of material information about the Company
or Nelnet must abstain from trading in securities of Nelnet until such
information is generally and publicly available by means of a press release or
other public filing. Such material "inside information" might include earnings
estimates, stock and dividend activity, changes of control or management,
pending mergers, sales, acquisitions, reserves numbers or other significant
business information or developments. Providing such inside information to
others who then trade on it is also strictly prohibited. Trading on inside
information is also a violation of federal securities law.
Political Contributions
Corporate funds, credit, property or services may not be used (directly or
indirectly) to support any political party or candidate for public office, or to
support or oppose any ballot measure, without the prior approval of the Board of
Directors. Although Directors and officers are encouraged to support political
parties and candidates with their personal efforts and money, the Company will
not reimburse or subsidize them in any way for such political participation.
Confidential Information
Directors and officers may become aware of non-public information regarding
actual or potential customers, suppliers or commercial transactions of the
Company, or of nonpublic technical information pertaining to the operations or
potential operations of the Company. Such confidential and proprietary
information is the exclusive property of the Company and each Director and
officer is bound to keep such information in strictest confidence, except when
disclosure is authorized by an officer of the Company or legally mandated.
Furthermore, such information is to be used solely for Company purposes and
never for the private gain of a Director and officer (or any member of his or
her immediate family), or any third party.
Special care is required regarding the public release of information concerning
the Company's business, strategies, activities and plans, the disclosure of
which could influence investors trading in the Company's securities. All media
contact and public statements and discussions of Company business should be
coordinated with the Nelnet's head of marketing communications and should only
be made by spokespersons who have been authorized by an officer of the Company.
Exhibit 14.2
Conflicts of Interest
1. General
Generally, a conflict exists when the personal interests or activities of a
Director and officer (or members of their immediate family) may influence the
exercise of his or her independent judgment in the performance of one or more
duties to the Company. Even the appearance of a conflict of interest may be as
damaging as an actual conflict and should be avoided. Directors and officers
should not enter into any transaction or engage in any practice (directly or
indirectly) that would tend to influence him or her to act in any manner other
than in the best interests of the Company. Directors and officers (or members of
their immediate family) also should not exercise discretionary authority or make
or influence any recommendation or decision on behalf of the Company that would
result in an undisclosed personal financial benefit to such Director and officer
(or to members of his or her immediate family).
It is not a conflict of interest for a Director and officer (or to members of
their immediate family) to obtain services from persons or entities who also
provide services to the Company, including legal, accounting or brokerage
services, loans from banks or insurance from insurance companies, at rates
customary for similarly situated customers. Furthermore, no relationship
involving an executive officer or Director that is disclosed to and
affirmatively determined by the Board of Directors to be immaterial (and no
action incidentally benefiting any such officer or Director as a result of such
relationship) shall be deemed a conflict of interest within the meaning of this
Code.
2. Gifts, Gratuities and Other Benefits
No officer or Director shall (directly or indirectly) offer or give any gift,
"kickback" or other improper payment or consideration to any customer, supplier
or government official, or any other person in consideration for assistance or
influence concerning any transaction or potential transaction involving the
Company.
No officer or Director, or member of his or her immediate family, shall
(directly or indirectly) solicit, accept or retain any gift, entertainment,
trip, discount, service or other benefit from any organization or person doing
business or competing with the Company, other than (i) modest gifts or
entertainment as part of normal business courtesy and hospitality that would not
influence, and would not reasonably appear to be capable of influencing, such
officer or Director to act in any manner not in the best interest of the Company
or (ii) acceptance of a nominal benefit that has been disclosed.
Written approval by an officer or Director of the Company shall be required for
any gift, entertainment, trip, discount, service, or other benefit from an
organization or person doing business with or competing with the Company which
exceeds $250 in value (or such lesser value as may be determined through written
notice by an Officer of the Company for a Department or Division under his or
her supervision). A copy of such written approval shall be provided to Nelnet
corporate legal.
Exhibit 14.2
Corporate Opportunities
Directors and officers are prohibited from taking for themselves personally (or
for members of their immediate family) any opportunity that may be of interest
to the Company that is discovered through the use of corporate property,
information or position unless such opportunity is first offered to the Company
and the Company affirmative determines not to pursue it.
Other Organizations
Each officer is expected to devote his or her full time and efforts during
normal working hours to the service of the Company or its affiliates. No officer
shall engage in any business or secondary employment that interferes with his or
her obligations and responsibilities to the Company or its affiliates.
No officer of the Company may serve on the Board of Directors of any corporation
not owned or controlled by or under common control with the Company or Nelnet,
other than a nonprofit, charitable, religious, civic or educational
organization, without the prior written approval of one of the president of the
Company.
Unless disclosed to and approved by the president of the Company, no officer (or
any member of their immediate families) may directly or indirectly have a
financial interest (whether as an investor, lender or other service provider) in
any company that is selling supplies, furnishing services or otherwise doing
business or competing with the Company. This provision does not apply to an
officer (or members of their immediate family) owning the securities of a
publicly traded entity as long as such ownership represents less than five
percent (5%) of the outstanding securities.
Accounting and Reporting
Every officer is required to follow the Company's accounting policies, including
the business expense policies. All accounting records should accurately reflect
and describe corporate transactions. The recordation of such data must not be
falsified or altered in any way to conceal or distort assets, liabilities,
revenues, expenses or the nature of the activity. The Company's accounting
policies may be obtained from the Nelnet's head of accounting.
All public disclosures made by the Company, including disclosures in reports and
documents filed with or submitted to the Securities and Exchange Commission,
shall be accurate and complete in all material respects. Each Director and
officer is expected to carefully consider all inquiries from the Company related
to the the Company's public disclosure requirements and promptly supply complete
and accurate responses.
If any officer has any questions or concerns about any of the Company's public
disclosures, he or she should immediately contact the president of the Company.
Compliance and Enforcement
Questions of interpretation or application of this Code with respect to a
particular situation should be addressed to the Company's corporate legal or its
designees. Such requests may be made in writing or orally and will be handled
discretely.
Any suspected violation of applicable laws, rules or regulations or this Code,
including any transaction or relationship that reasonably could be expected to
give
Exhibit 14.2
rise to a conflict of interest, should be reported promptly to corporate legal
or its designee, without regard to the usual lines of reporting.
No adverse action will be taken against any officer for making a complaint or
disclosing information in good faith, and any officer who retaliates in any way
against an individual who in good faith reports any violation or suspected
violation of the Code of Conduct will be subject to disciplinary action,
including termination.
Any violation of this Code of Conduct will be grounds for immediate disciplinary
action including termination.
Amendment, Modification and Waiver
Any amendment or modification of this Code must be approved by the Company's
Board of Directors. Any waiver of this Code for officers may be granted only by
the Board of Directors or a duly authorized committee of the Board of Directors,
subject to the disclosure and other provisions of the Securities Exchange Act of
1934, the rules promulgated there under.