Lessonly Code of Conduct

1. General Policy

It is the Company’s policy that all employees will conduct themselves in a truthful, honest and ethical manner with the highest standard of integrity and fair dealing. The following standards emphasize the Code’s focus on compliance and appropriate conduct: 

  • Compliance with Company policies and procedures. 
  • Compliance with applicable local, state and federal laws. 
  • Compliance with applicable rules, regulations and technical standards governing the operation of our businesses. 
  • Avoidance of conflicts of interest or the appearance of conflicts of interest (as defined in the attached guidelines).
  • Maintenance of accurate accounts, books and records.

2. Application

The following is intended to provide general guidance to employees on issues related to their conduct.  It is not to be considered as an all-inclusive list. Questions regarding whether conduct would be inconsistent with the Code should be directed to your manager. In some cases, the Company may already have detailed policies and procedures related to these guidelines, which detail administrative interpretations and/or implementation instructions. If so, such policies and procedures should be consulted for further information.

A. Conflicts of Interest 

Conflicts of interest arise when any circumstance, relationship or financial interest prevents, or has the appearance of preventing any employees from discharging their responsibilities exclusively in the best interests of the Company and independent of personal considerations. 

These circumstances, relationships or financial interests do not have to be directly related to an employee. Conflicts or appearances of conflicts may arise where a close family member of an employee is involved in a transaction with the Company or could stand to benefit from a transaction the Company may have with a third party. 

Although it is not possible to identify every activity that might give rise to a conflict of interest, some of the more common circumstances that could result in a conflict are set forth below. Should you have any questions regarding this matter, you should consult your manager.

  1. Relationships with Company Vendors, Suppliers, Contractors and Customers 

Employees are expected to maintain impartial relationships with the Company’s vendors, suppliers, contractors and customers.  Employees must be motivated solely to acquire and/or provide goods or services on terms most favorable to the Company. Care must be exercised to avoid even the appearance of special influence being exerted on behalf of a vendor, supplier, contractor or customer due to personal or other relationships. 

Generally, employees should avoid financial interests in vendors, suppliers, or contractors with whom the Company does business. 

As it relates to officers and employees, any relationship other than the employer-employee relationship that exists between an officer or employee and the Company, should be disclosed in accordance with the reporting requirements found in the Responsibilities and Enforcement section of the Code. 

  1. Gifts, Meals, Services and Entertainment 

It is a violation of the Code for an employee or a close family member of an employee to request or accept anything of value which, based upon the facts and circumstances, could be reasonably determined to have an influence on the performance of the employee’s duties to act in a manner which favors a vendor, supplier, contractor or customer contrary to the Company’s best interests. 

Normal and customary business meals and entertainment (which are considered generally accepted business practices) or small gifts which are intended for promotional or advertising purposes only, are not considered a violation of the Code so long as the item of value is not excessive. Excessive is defined as being of sufficient value as to actually influence or which, based upon the facts and circumstances, could reasonably be concluded to have the ability to influence decisions made by the recipient or cause the recipient to favor the provider. In no case should an employee accept “gifts of cash”/bribes from vendors, competitors, suppliers or contractors. 

Employees receiving normal and customary gifts, business meals or entertainment, services or anything else of value from a single Company vendor, supplier, contractor or customer, with an annual cumulative value in excess of $500, should self-report such items in accordance with the reporting requirements found in the Responsibilities and Enforcement section of the Code. 

  1. Outside Employment 

In general, officers and employees have the right to be employed outside the Company and to have financial and managerial interests in outside companies.  However, any outside employment or business activities must not conflict with the officer’s or employee’s ability to properly perform his or her responsibilities or job duties, nor should such employment or business activity create or appear to create a conflict of interest. 

No officer may, without prior approval of the CEO, serve as a compensated member of the board of any other enterprise. Likewise, employees seeking to serve as a member of the board of any other enterprise should consult with their manager and obtain approval prior to accepting the position. 

No officer or employee may, without prior approval of their manager, perform work or services for an outside organization which has or seeks to have a business relationship with the Company. Managers should consider whether the employee’s service in such a capacity would cause a conflict of interest or interfere with the employee’s ability to perform their duties. 

  1. Confidential Information 

In the course of fulfilling their responsibilities to the Company, employees may have access to information that is of a confidential, privileged, competitive and/or proprietary nature (collectively, “Confidential Information”).  It is essential that Employees protect the confidentiality of such information. 

The use or disclosure of confidential information may be for Company purposes only and not for personal benefit or the benefit of others. 

  1. Participation in Public Office 

The Company believes strongly in the democratic process and supports that process through all appropriate means. Employees are encouraged to participate in our system of government, to speak out on public issues and to be active in civic and political activities.

However, conflicts of interest must be avoided. Thus, when speaking out on public issues, employees should not give the appearance of acting on the Company’s behalf unless they have, in fact, been authorized, in advance, to do so. Employees who hold public office should not participate in any decision that would directly and substantially affect the Company (i.e., assessing Company land for tax purposes) and should make it clear why they are abstaining. 

  1. Use of Company Name or Resources for Personal Benefit 

It is the Company’s policy that employees not use the name of the Company, its purchasing power or its assets or resources for their personal benefit without proper approval. Disposal of Company assets should be made strictly in accordance with established procedures which specify required approvals and methods of disposal. The best interests of the Company are served when its resources are used only for the benefit of the Company. It is the responsibility of all officers and employees to ensure Company assets and resources are safeguarded and not misused. Employees are expected to exercise reasonable judgment regarding the appropriateness of incidental personal use of Company assets.

B. Accuracy of Books and Records 

The Company maintains a system of internal controls which it believes provides reasonable assurance that Company assets are safeguarded and that transactions are properly executed and recorded in accordance with management’s criteria. This system is characterized by a control-oriented environment within the Company, which includes policies and procedures along with supervisory overview and approval of transactions. 

It is the Company’s policy that all transactions will be recorded in an accurate and timely manner and in accordance with established procedures. It is a violation of the Code to intentionally misstate, conceal or otherwise misrepresent any transaction. Falsification of any Company record is strictly prohibited and, as appropriate, may be subject to disciplinary action, up to and including termination.

3. Responsibilities and Enforcement

It is the responsibility of all employees to ensure compliance with the Code. It is the specific responsibility of each manager to ensure their employees are aware of and understand the Code. It is further the responsibility of each manager to monitor compliance with the Code and report instances of non-compliance to their immediate manager or the Vice President of Talent. 

Employees aware of potential violations of the Code should contact, as appropriate, their manager or the Vice President of Talent. In the case of an employee, if the employee concludes that contacting his or her manager would not be prudent, he or she can directly communicate potential violations to the Vice President of Talent. Upon notification of a potential violation of the Code, the Vice President of Talent will promptly investigate the matter and, if substantiated, resolve or notify appropriate officers of the company for resolution and determination of appropriate action. Employees alleged to have violated the Code will have an opportunity to offer proof to the contrary.  An employee who violates the Code will be subject to disciplinary action, up to and including termination. Failure to report violations of the Code following their discovery may also be grounds for disciplinary action.

Potential violations of the Code may also be reported to the Company’s Ethics and Compliance Hotline, 1-317-203-0521.  Reports made to the Hotline will be received and investigated by the Vice President of Talent.   

Employees who have questions regarding interpretation of the Code as it relates to specific situations or certain actions should discuss the matter with their manager. Managers uncertain as to the proper interpretation of the Code as it relates to an employee’s question should contact their immediate manager or Vice President of Talent for resolution.