1. Introduction

This Code of Conduct and Ethics (“Code”) of Public Broadcasting of Colorado, Inc., a Colorado corporation, also known as Colorado Public Radio (“CPR”), covers a wide range of business practices and procedures. While it does not cover every issue that may arise, it establishes basic principles to guide the CPR Board of Directors (the “Board”) and employees, all of whom are expected to comply with the principles in this Code and seek to avoid even the appearance of improper behavior. In many cases, more specific requirements are contained in other CPR corporate policies, procedures and guidelines that you can obtain from your supervisor or through the Human Resources Department. Separate codes will apply to the journalistic activities of CPR.

2. Compliance With Law

It is the policy of CPR that its business will be conducted in accordance with applicable federal, state and local laws and regulations and in a manner that will reflect a high standard of ethics. The laws and regulations applicable to CPR are far-reaching and complex. Compliance with the law does not comprise our entire ethical responsibility, but is a minimum, essential condition for performance of our duties. Perceived pressure from supervisors or demands due to business conditions are not excuses for violating the law. Any questions or concerns about the legality of an action should be addressed with one of the following (a “Designated Person”): in the case of routine questions and interpretations to your manager, and in the case of significant matters or if the manager’s response does not resolve the matter, to the CPR President, the Chair of the Board, or a member of the Board Finance and Audit Committee (“Audit Committee”).

3. Conflicts of Interest and How To Avoid Them

(a) General Guidance. Business decisions and actions must be based on the best interests of CPR, and must not be motivated by personal considerations or relationships. Relationships with prospective or existing suppliers, contractors, donors, competitors, regulators, Board members or CPR employees must not affect your independent and sound judgment on behalf of CPR. General guidelines to help you better understand several of the most common examples of situations that may cause a conflict of interest are listed below. However, you are required to disclose to a Designated Person any situation that may be, or appear to be, a conflict of interest. When in doubt, it is best to disclose.

(b) Outside Employment. Although employment outside of CPR is not necessarily a conflict of interest, depending upon your position with CPR and CPR’s relationship with the other employer, a conflict could arise. Outside employment could also be a conflict of interest if it causes you, or might be perceived by others to cause you, to choose between that interest and the interests of CPR. If you believe your position outside CPR could present a conflict of interest, discuss the situation with a Designated Person. If a situation arises, either through scheduling or other potential conflicts, our undivided business loyalty requires that we resolve the conflict in favor of CPR.

(c) Family Members and Close Personal Relationships. You may not use personal influence to direct CPR business to a company in which you, any family member or any personal friend has an interest. If you are aware that CPR is engaged in or may be contemplating any business with such a company, you must discuss this relationship with a Designated Person.

(d) Gifts, Gratuities and Other Benefits. As a general rule, other than for modest gifts given or received in the normal course of business (including travel or entertainment), neither you nor your relatives may give gifts to, or receive gifts from, the persons doing business with CPR. Other gifts may be given or accepted only with prior approval of a Designated Person. In no event should you put CPR or yourself in a position that would be embarrassing or affect CPR's credibility or perception of CPR’s integrity if the fact that the gift was received were made public.

Dealing with government employees often is different from dealing with private persons. Many governmental bodies strictly prohibit the receipt of any gratuities by their employees, including meals and entertainment. You must be aware of and strictly follow these prohibitions. 

Any employee who pays or receives bribes or kickbacks will be immediately terminated and reported, as warranted, to the appropriate authorities. A kickback or bribe includes giving any item of value with the intent to improperly obtain favorable treatment. 

Employees are expected to make decisions about the use or purchase of materials, equipment, consultants, advice, property, and supplies with the intent of receiving the best value for CPR. Such decisions should consider total cost, competitiveness, quality, and service in addition to other factors relevant to CPR’s business.

4. Taking CPR Opportunities 

You may not take for yourself or divert to any other person opportunities that belong to CPR. These opportunities belong to CPR when, for example, CPR has pursued the opportunity, such as a donor contribution or a purchase of property, when it is the kind of activity CPR is involved in, when CPR has funded it, or when CPR has devoted facilities or personnel to develop it. You owe CPR a duty to advance its legitimate interests when the opportunity to do so arises.

5. Protection Of Company Property And Assets

All employees and directors have a responsibility to protect CPR's assets from loss, damage, misuse or theft. CPR's assets, such as funds, office and studio facilities or computers, may only be used for business purposes. CPR's assets may never be used for illegal purposes. CPR's property should not be removed from CPR facilities for use outside of the normal course of CPR business unless necessary and authorized by your supervisor or an officer of CPR in connection with CPR work.

6. Proprietary Information

All confidential or proprietary information of CPR must be protected. Confidential information includes, for example, the names and other information concerning donors who have not consented to disclosure, financial data, know-how, acquisition and divestiture opportunities, marketing programs, research and development information and customer and supplier information. No employee should disclose CPR's confidential or proprietary information to anyone within or outside of CPR unless the recipient will generally need this information to carry out his or her assigned responsibilities as an employee of CPR, or as an outsider who has been properly authorized by an officer of CPR to receive such information. Inquiries from the press, media, investors or the public regarding CPR should only be answered by the officers or employees designated to respond to such inquiries.

7. Fair Competition And Dealing

No employee or director should ever use any illegal or unethical method to gather competitive information. Stealing or possessing proprietary information or trade secret information that was obtained without consent or inducing such disclosures by past or present employees of other organizations is prohibited. Each employee, officer and director should endeavor to deal fairly with CPR's donors, members, competitors and employees. None should take unfair advantage of such persons through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair practice.

8. Responsibility To CPR's Employees

CPR is committed to treating all employees with honesty, fairness and respect, and providing a safe and healthy work environment. Abusive, harassing or offensive conduct is unacceptable, whether verbal or physical. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. CPR will not tolerate discrimination or harassment on the basis of race, religion, national origin, sex, age, physical or mental disability, marital status, sexual orientation or any other protected class in dealing with employees, customers, suppliers or any other business contacts. CPR will not tolerate, condone or allow sexual harassment whether engaged in by co-workers, supervisors, customers, or other non-employees who conduct business with CPR. Employees are directed to report harassment when it occurs to the Human Resources Department or a Designated Person. CPR is also committed to providing all employees and others who are on CPR property with a safe and secure environment. Accordingly, all personnel are expected to comply with all health and safety laws and regulations as well as CPR policies governing health and safety. All personnel should immediately report accidents, injuries and unsafe equipment, practices or conditions to a supervisor or the CPR President. This policy is not intended as a limitation of the policies set forth in CPR's Personnel Guidelines as amended from time to time.

9. Accuracy And Retention Of Business Records

(a) General. Accounting standards and applicable laws require that transactions and events relating to CPR's operations and assets be properly recorded in the books and accounts of CPR. All officers of CPR and all financial personnel shall make and retain books, records and accounts that, in reasonable detail, accurately, completely and objectively reflect CPR transactions and events, and conform both to required accounting principles and to CPR's systems of internal controls. No false or artificial entries may be made. No entry may be made or recorded in CPR's books and records or reported in any document that misrepresents, omits, hides or disguises the true nature of the event or transaction, and all entries and reports must be made in a timely manner. All personnel are responsible for immediately reporting any concerns about CPR's financial records and its accounting, internal accounting controls and auditing procedures to a Designated Person.

(b) Records Retention. Certain documents and other records, including electronic ones, of CPR must be retained for various periods of time under legal and regulatory requirements. All records of CPR should be maintained in accordance with CPR's record retention guidelines. In any event, employees must not destroy, shred or alter records that are in any way related to a threatened, imminent or pending legal or administrative proceeding, litigation, audit or investigation. CPR personnel who become aware of such a proceeding, litigation, audit or investigation must immediately contact a Designated Person. Employees should consult their supervisor or the CPR President for questions related to CPR's record retention guidelines or the propriety of disposing of a CPR document or record.

10. Enforcement 

CPR's management is charged by the Board with ensuring that this Code and CPR's policies will govern, without exception, all activities of CPR.

(a) Where to Go With a Question, Concern or to Report a Violation. If you need an explanation or you want to know if a provision of the Code applies to a particular situation, the best place to start is with your manager or the Human Resources Department. If you believe a fellow employee is violating the Code or otherwise acting in an illegal or unethical manner, you must report it. Doing so will not be considered an act of disloyalty, but an action that shows your sense of responsibility to CPR's donors, members and fellow employees, and that will help safeguard the reputation and the assets of CPR. Reporting violations of the Code is also necessary because in some cases failure to report an illegal act by another person is itself a criminal act for which you could be prosecuted. Violations of the Code may cause an employee, officer or director to be subject to appropriate action, up to and including disciplinary action or immediate termination. Violations may be reported to your manager or the Human Resources Department. If you do not believe that the violation has been adequately addressed or that reporting to your manager or to the Human Resources Department would be ineffective, report the violation to a Designated Person. Your report will be investigated with confidentiality and CPR will not tolerate retaliation. If you are concerned about confidentiality, you can anonymously make a report by following CPR's whistleblower procedures. You can receive additional information about submitting anonymous reports regarding accounting, internal accounting controls or auditing matters by going to a Designated Person. All reports submitted via this anonymous forum will be reported directly to the Chair of the Audit Committee. It is unacceptable to file a report if you know it is false, and doing so will subject you to discipline.

(b) Waivers of the Code. In unusual circumstances, a waiver of a provision of the Code may be granted. Contact a Designated Person if you believe special circumstances warrant a waiver of any of the Code's provisions. Any waiver of the Code for executive officers or directors may be made only by the Board or the Audit Committee. Waivers will be promptly disclosed to the Board.

(c) Violations of the Code. Violations of the Code will not be tolerated by CPR. Reported violations or apparent violations will be reviewed by CPR management and appropriate disciplinary action will be taken, up to and including termination of employment or service with CPR and pursuit of legal remedies. 

APPROVED by the Board November 16, 2007.