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Protecting Company Assets and Resources

Prometric assets are to be used for your job and should be protected.

Company assets are meant for business, and not personal use. We all have a responsibility to protect and safeguard company assets from loss, theft, misuse and waste. These assets include, but are not limited to:

  • The Prometric name, our various Computers, laptops, DPAs, cell phones, and ancillary equipment,
  • Software and software licenses,
  • Office supplies,
  • Fax, copy machines and other office equipment,
  • Books, electronic media, CDs and DVDs and other media,
  • Business plans,
  • Technology and 
  • Customer, supplier and distributor lists and information.

You should use company assets and funds for legitimate and authorized business purposes. The company does understand the need for limited and occasional use of company email, the Internet and phones for personal purposes, subject to the guidelines in the next section. Company property should never be used for personal gain, and you should not allow Company property to be used for illegal activities. If you become aware of theft, misuse or waste of our assets or funds or have any questions about your proper use of them, you should feel free to speak with your manager or your Human Resources department. Misappropriation of Company assets is a breach of your duty to the Company and may be an act of fraud against the Company. Taking company property from our facilities without permission is regarded as theft and could result in the termination of your employment. In addition, carelessness or waste of Company assets may also be a breach of your duty to the Company and could result in dismissal. All Company Assets are to be delivered to the Company promptly when your employment ceases, or at any other time that the Company requests.

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Q: We have a closet full of office supplies that contains things like computer paper, pens and notepads. Can I take some home with me? I can’t imagine anyone would miss what I need, which isn’t that much!

A: Unless you are taking office supplies so you can work from home and your manager has approved it, this is not permitted. Taking home Company property, such as office supplies, can add up to significant costs for the Company.

Q: Where can I obtain more information about safeguarding computer equipment?

A: For more information, contact the security department or IT department.

Use of Email, the Internet, Intranets, Telephones, Computer Equipment and Other Forms of Communication

Use various forms of communication properly and appropriately.

We provide e-mail, Internet and Intranet access, telephones and other forms of communication to help our employees do their jobs. It is everyone’s responsibility to help maintain the confidentiality, integrity and availability of our communications infrastructure. When using these forms of communication, please remember:

  • These systems are for business purposes. The Company does, however, understand the need for limited and occasional use of Company e-mail, the internet, intranets and phones for personal purposes under certain circumstances. However, if you spend excessive time using e-mail, the internet, intranet or your phone for non-work matters, you may have your access restricted or prohibited, and/or face other disciplinary actions up to and including termination of employment.
  • Use good judgment when using email. If the Company becomes involved in litigation or an investigation, your emails may have to be turned over to third parties. Email can be retrieved even after you have deleted it from your inbox. Thus, avoid careless, exaggerated or inaccurate email statements that could be misunderstood or used against you or the Company in a legal proceeding. Consider how your email would be viewed if disclosed in the media or used as testimony. Before you hit “send,” think and reread.
  • Don’t access, send or download any information that could be offensive, insulting, derogatory or harassing to another person, such as sexually explicit messages, jokes or ethnic or racial slurs.
  • Viewing internet sites that relate to pornography, gambling or gaming, or similar material is strictly prohibited.
  • Don’t violate the copyright laws or compromise our network security by either installing or using peer-to-peer (P2P) or other similar types of file sharing applications that allow you to download music, video clips and/or image files. Use of videos, music, or other streaming media on your computer is prohibited.
  • Instant messaging (IM) from your work computer is only permitted if approved by your IT department or manager.
  • Manage and keep confidential (do not share) your computer user ID’s and passwords.
  • Guard against viruses and worms by using Prometric-approved virus protection software and exercise caution when opening files attached to email, especially those that are not business-related or from a known source. If you have any concerns, you should forward the email to your IT department.
  • Don't send internal communications or confidential materials outside of the Company unless you are authorized to do so.
  • The use of personal software on your work computer or modification of Prometric-provided software is not permitted unless approved by your IT department.
  • Report any suspected computer security incidents to your manager, security or the IT department immediately.
  • All employees must comply with the Technology Acceptable Use and Security Policies which govern electronic media and services to be used for business purposes.

Messages that you send and receive on the Internet and through email and other forms of electronic and paper communication are the property of Prometric. You have no expectation of privacy regarding these communications. Where permitted by applicable law, we reserve the right to review these communications at any time and to monitor your use.

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Q: Can I use the Prometric email system to send personal messages to friends and family members?

A: This is okay if the emails are limited and you’re primarily using our computer networks for business purposes. Since your privacy might not be guaranteed, you may want to avoid sending messages that are highly personal or confidential. Further, sending personal messages to friends and family members should not include material that might be viewed as offensive.

Q: Can I download music from the Internet to listen to while I work?

A: No. You cannot download any copyrightable material without the consent of the materials’ owner or publisher. Also, our email and computer systems are susceptible to viruses and you should use the Prometric email and computer system primarily for business matters.





Conflicts of Interest and Corporate Opportunities

Avoid actual and potential conflicts of interest in performing your duties as a Prometric employee and do not advance personal interests at the expense of Prometric.

As an employee, we expect that you will act in the best interests of Prometric and avoid conflicts of interest. A conflict of interest may arise whenever a personal interest interferes – or even appears to interfere with – the interests of Prometric. While we respect your right to manage your personal affairs and investments and we do not wish to intrude on your personal life, Prometric employees should place the Company’s interest in any business transaction ahead of any personal interest or gain.

To avoid conflicts of interest, you should identify potential conflicts when they arise and notify your manager if you are unsure whether a relationship or transaction poses a conflict. Your manager will be able to pre-clear or resolve certain conflicts, or will be able to contact someone else at the Company who can. The following are examples of conflicts of interest that could arise, and are prohibited unless they have been pre-cleared or resolved in advance:

  • You or someone with a close relationship with you owns more than 1% of a competitor’s, customer’s or supplier’s stock,
  • You or someone with a close relationship with you receives improper personal benefits (such as cash, gifts, entertainment, services or discounts) as a result of your position at Prometric,
  • You work at an outside job, or serve as an officer, director or consultant to another company that interferes with your ability to do your job at Prometric,
  • You participate in a business transaction or opportunity to your personal advantage based on information or relationships developed or discovered in your job at Prometric, or
  • You have a spouse, partner or family member that is in a direct reporting relationship with you, or you have the ability to supervise, review or influence the job evaluation, hiring, pay or benefits of any spouse, partner or family member who also works at Prometric.

Loans to, or guarantees of obligations of Prometric executive officers, directors and their family members are prohibited.

Keep in mind that not all conflicts are prohibited and the list above does not address every example. Some conflicts are permissible if they are disclosed and approved. Because it is impossible to describe every potential conflict, we rely on your commitment to exercise sound judgment and to seek advice when appropriate. If you need advice on whether a particular activity is a conflict of interest, please contact your manager of the Legal Department.

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Q: Can I take on another job for times I’m not working at Prometric?

A: This has the potential to be a conflict of interest, depending on the nature of the business of the second job and your involvement. Any second job must be separated from your position at the Company, and outside work may not be done on Company time or using Company equipment, property or supplies. Your second job must not interfere with or prevent you from devoting the time and effort needed to fulfill your primary duties and obligations as a Prometric employee.

Q: What does “close relationship” mean for purposes of this Code?

A: You are always presumed to be in a “close relationship” with members of your immediate family. If your relationship with a cousin, more distant relative or friend could influence your objectivity, you should assume that you have a “close relationship” with that person as well.





Board Seats on Other Companies

Obtain permission before you join the board of directors of another company.

Serving as a director of another company, even one in which Prometric has an interest, may create a conflict of interest. Being a director or service on a standing committee of some organizations including government agencies, also may create a conflict.

Before accepting an appointment to the board or committee of any organization whose interest may conflict with our Company’s interests, employees must receive written approval from the Prometric General Counsel.

Employees are permitted, however, to serve on boards of charities, churches or nonprofit organizations or in family businesses that have no relations to Prometric and its businesses or to the businesses of its parent, Educational Testing Service. Prior approval is not required for these types of situations. If you hold a position with a charity or nonprofit organization and if you speak publicly for the entity, you should ensure that you are seen as speaking on behalf of the entity or as an individual, and not on behalf of Prometric.

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Q: I have an opportunity to be named to the board of directors of a small, private company that from time to time supplies some of our businesses with products. Can I take on this position?

A: Only if you receive approval from the Prometric General Counsel after a determination has been made that there isn’t a conflict of interest. If you are permitted to join the other company’s board, you may not divulge any confidential or strategic information about our businesses and must not vote on any board issues that are related to dealing with Prometric.

Q: I have an opportunity to serve on the board of directors of a family corporation that is not in the same business as our company nor supplies our business with products. Can I take on this position?

A: You will still need to receive approval from the Prometric General Counsel.







Confidential Information

 Protect the confidentiality of nonpublic information about Prometric.

As part of your job, you may learn or have access to nonpublic information or other confidential information relating to Prometric businesses, operations, research or technology. You should not share confidential information with anyone unless there is a “need-to-know” and you are authorized to do so.

Confidential information includes some of our most valuable assets, such as:

  • New technology,
  • Trade secrets,
  • Pricing policies,
  • Test center volumes, test volumes, and market share,
  • Business plans and outlooks,
  • Brand formulations, nonpublic financial results,
  • New product developments or plans,
  • Client lists,
  • Client or supplier contracts,
  • Tests, questions, and item banks,
  • Software or computer programs,
  • Merger, acquisition or divestiture plans, and
  • Personnel acquisition plans or major management changes.

If you have confidential information, you should store or safeguard it where unauthorized people cannot see or access it. You should not discuss confidential information in public places where your conversation may be overheard. Also use care when speaking in front of family members who may not know that you are discussing confidential information, and may later inadvertently disclose it to others. Be careful not to leave confidential information in unattended conference rooms, or discard confidential information in public places where others can retrieve it.

You obligation to safeguard the Company’s nonpublic information or other confidential information applies to you even after you leave the Company for as long as the information remains confidential and is not generally available to the public.

You should only disclose confidential information after appropriate steps have been taken, such as signing a confidentiality agreement to prevent misuse of the information.

Protect the confidentiality of nonpublic information about clients, suppliers, and others.

We also respect confidential information regarding other companies – especially our clients and suppliers. If you learn of confidential information about another company in the course of your job, you should protect it the same way that you would confidential information about Prometric. In some instances confidential information regarding our competitors may come into your possession. You should consult with Prometric’s legal department regarding any confidential information (or information that appears to be confidential) of a customer, supplier or competitor.

Protect the confidentiality of information about candidates and test takers.

In the course of performing your duties as an employee of Prometric, you may have information available to you regarding candidates, including:

  • Names,
  • Credit card and other payment data,
  • Addresses, telephone numbers, and other contact information,
  • Identification numbers,
  • Test scores and results, and
  • Sensitive information, such as medical information for accommodations.

Prometric is strongly committed to protecting the privacy of our candidates and you should treat such information with the same degree of care which you would desire your own information be protected. In addition, many countries have data protection and privacy laws that affect the collection, use and transfer of personal candidate information. Everyone is responsible for understanding and complying with applicable data protection and privacy laws. This is a rapidly changing area of law, and you should consult with a member of the Prometric legal department if you have any questions regarding appropriate uses of client and candidate information.

Disclosure of confidential information can be harmful to Prometric and could be the basis for legal action against the Company and/or the employee responsible for the disclosure. It is a paramount responsibility of the Company and every employee to protect candidate information.

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Q: How can I better protect confidential information?

A: By: (1) putting sensitive documents in locked files or drawers; (2) setting up a “password protection” on your computer if you leave your desk for a period of time; (3) periodically changing your computer password(s); and (4) making sure that there are nondisclosure or confidentiality agreements in place before you share any confidential information with third parties.

Q: I sometimes work at home. May I store confidential information at my home?

A: Generally, Company confidential information should remain at your office location. However, it is sometimes to the benefit of the Company to have individuals work from home on occasion or, in the case of a remote sales person or account manager, the home office may be the individual’s base of operation. In those cases, you should provide the same amount of care for the confidential information as in the office. Information should be locked in a cabinet, desk drawer, or locked office. If there is no further use for the information, it should be returned to the office or destroyed by shredding or other similar method.

Q: I have Company records that I no longer require to perform my job. Can I simply dispose of them by throwing them in the trash?

A: If the Company records contain information that is confidential, it must be disposed of by shredding or other means of destruction of the information. In many of our offices there are shredding bins located throughout the work space. Confidential information must be disposed of properly.





Accuracy of Records and Information Reporting

Keep complete, accurate and reliable records.

Our financial and accounting records are used to produce reports for our Company’s management, shareholders, governmental authorities and others. Therefore, we must all protect the Company’s financial strength and reputation for integrity by ensuring complete and accurate financial and accounting records that are not misleading. Implementing an appropriate control system helps to make sure this happens.

  • All of your books, records and accounts – including time sheets, sales records, invoices, bills and expense reports – must be complete, accurate and reliable,
  • Unrecorded, undisclosed or “off-the-books” funds or assets should not be kept for any purpose,
  • Never falsify any document or distort the facts relating to a particular transaction,
  • Transitions should be recorded in a timely manner and supported by appropriate documentation,
  • Employees should not incur or pay the costs of anything using Company funds if the incurrence or payment is not authorized by your manager or supervisor or reimbursable, and
  • Financial records that reflect the Company’s activities and transactions should be maintained in accordance with generally accepted accounting principles (GAAP) and in compliance with applicable laws and regulations.

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Q: It’s the last week of the 1st quarter. In order to stay within our budget, I’m thinking about booking certain expenses in the 2nd quarter for supplies and other materials that we received earlier this month. Can I do this?

A: Absolutely not. All expenses and revenues must be recorded in the period that they are incurred or realized.

Q: I was on a business trip and misplaced a few receipts for taxis and meals. Can I still get reimbursed if I don’t have anything to document my expenses?

A: Maybe. If you accidentally lost your receipts, you should contact your manager to find out whether you can be reimbursed. For expenses in excess of a particular amount, your manger may refuse reimbursement without receipts. Even if you are allowed to be reimbursed, any documentation that you are required to produce must accurately reflect your expenses. It is never acceptable to create a false, misleading or erroneous expense for reimbursement.






Accounting, Auditing or Disclosure Concerns

Investigate and report any accounting, auditing or disclosure concerns that you may have.

We all have a responsibility to submit good faith questions and concerns regarding questionable accounting, auditing or disclosure matters or controls. In order to facilitate the reporting of employee complaints, Prometric has established procedures for:

  • The receipt, retention and treatment of complaints regarding accounting, internal accounting controls, auditing matters and disclosure controls, and
  • The confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters of disclosure controls.

Complaints and concerns relating to accounting, internal accounting controls or auditing matters may include actions involving:

  • Fraud or deliberate errors in the preparation, maintenance, evaluation, review or audit of any financial statement or financial record of the Company,
  • Deficiencies in, or noncompliance with, the Company’s internal accounting controls,
  • Misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company, or
  • Deviations from full and fair reporting of the Company’s financial condition.

You should report the following if you discover any of them, or have good faith suspicions:

  • Questionable payments to vendors, agents or consultants whose backgrounds have not been adequately investigated in accordance with Prometric policies,
  • Billings made higher or lower than normal prices for products or services at a client’s request,
  • Payments made for any reason other than as described in a contract or other documentation, or
  • Payments made through intermediaries that deviate from ordinary business transactions.

In addition, it is unlawful to fraudulently influence, coerce, manipulate or mislead any independent public or certified accountant who is auditing our financial statements.

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Q: After taking a month-end inventory of a Prometric product, our hand count is approximately 2,000 less than what’s reflected in our computer-generated inventory report. I’m not sure whether the variance is due to a computer error or a potential fraud. What should I do?

A: You should investigate and document the reasons for the variance in the inventory between your count and what’s reflected on the computer system. If it turns out to be a computer error, the Company may need to make adjustments to the quantities reflected in the computer generated inventory reports. However, if it does not appear to be a computer error, you should contact your manager, the Prometric CFO or the Prometric hotline anonymously and confidentially for additional guidance.

Q: During the last year, I have noticed a few new payables that have been approved by a manager in my department. These payables seem unusual to me, and I don’t recognize the vendor. What should I do?

A: Ideally, you should speak to your manager first, as there could be a simple explanation for the payable. If you are uncomfortable speaking to your manager, you should contact your controller (or controller-type officer), your Human Resources representative, the Prometric CFO or the Prometric hotline anonymously and confidentially for additional guidance.





Document and Record Retention and Dispositions

Comply with the document and record retention and disposition policy applicable to you.

Prometric information and records are valuable corporate assets and must be managed with due care. Additionally, we must comply with legal and regulatory requirements that relate to document record retention and disposition. As a result, we have an established policy for properly caring for, storing, retrieving and disposing of company records. Prometric employees must manage records and information in a manner that ensures:

  • Consistently organized filing, storage, and retrieval of recorded information,
  • Record maintenance in whatever media satisfies legal, fiscal, regulatory, and operational requirements,
  • Protection of Company records (including backups),
  • Needed documentation in the event of litigation, and
  • Proper and timely disposal of records no longer of value. Every business or department has a Records Retention Policy that you should become familiar with.

The Policy outlines:

  • A description of records retained,
  • The lengths of time records are to be retained as active within departmental files,
  • When active files are to be transferred to appropriate records storage facilities,
  • The lengths of time inactive records are to be retained within offsite storage, and
  • When the records are to be disposed.

Do not destroy documents or emails if you learn of litigation or investigations.

If you are informed about pending or threatened litigation or a governmental investigation, you may not destroy any records (including emails) until you have been authorized to do so by a member of the Prometric legal department. It may be a criminal offense to destroy documents or emails that are subject to a subpoena or other legal process. Any employee, who fails to comply with this policy, as well as applicable regulations and laws, is subject to termination and may also face criminal or civil prosecution, with possible fines and prison terms.

You should contact the controller (or controller-type officer) of your business or department if you need more information about the specific document retention policies applicable to you, and you should familiarize yourself with what’s required. If you have any uncertainty about whether a document should be retained, you should confer with the Prometric legal department before proceeding.

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Q: What kinds of records are subject to our document retention policy?

A: “Records” are interpreted broadly and covers any generated or received paper, book, photograph, microfilm, computer tapes, floppy disks, personal computer file server hard disks, email, CDROM, charts, cards, magnetic media, electronic images or any copy or printout thereof.

Q: How long do I need to retain emails?

A: If there is no business reason to keep an email message and if there is no legal or regulatory obligation to retain it, it should be deleted.





Media, Public and Governmental Inquiries

Don’t speak on behalf of Prometric unless you are authorized to do so.

We have professionals at our Company who are trained and qualified to release information to the public. When members of the media, financial analysts or government authorities contact the Company to request information, the response can have far-reaching implications, including effects on the Company’s ability to compete. When we provide information on the Company’s products, operational strategies or financial results, we must ensure both that the information is accurate and that the Company’s is ready to “go public” with that information. If you receive a request for information from outside the Company, you must forward it to the appropriate department if you are not authorized to speak on behalf of the Company. See below for the appropriate department:

Financial community or banks Chief Financial Officer
News or Media Marketing
Regulatory and Governmental Agencies Legal Department
Elected officials Public Relations
Persons seeking employment information/referrals Human Referrals

If it is unclear which department to refer an inquiry to or it does not fall into one of the Categories above please refer the matter either to Marketing or the Legal Department.

Additionally, before publishing, making a speech or giving an interview in your capacity as a Prometric employee or executive, you should obtain approval from the Marketing Department.

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Q: What should I do if I get a call from the media asking me for information about a proposed acquisition that Prometric announced through a press release? Is it OK for me to comment since the news is public?

A: You should refer the call to the Marketing department, unless you are authorized to speak on behalf of the Company. Even if Prometric has made a public announcement about a development or transaction, you should not comment.

Q: A trade magazine wants to do a feature on one of our new products. Can I speak to the reporter who’s writing the story?

A: You can only comment on or provide press interviews about our products or services if you have been authorized to do so. Otherwise, you should refer the call to someone who can speak on behalf of the Company. Generally an inquiry from any news media should be referred to Marketing.

Q: Can I comment or respond to comments about Prometric or any of our businesses in an Internet chat room or on an online bulletin board?

A: You should not post any information about Prometric or our businesses, including comments about our products, operational strategies, financial results, customers or competitors, even in response to a false statement or question. Refer these matters to Marketing so we can appropriately investigate and address the issue.





Political Conduct and Contributions

Political contributions made on behalf of the Company require approval.

The Company strongly supports and respects your right to participate in political activities. No one at the Company may require you to contribute to, support or oppose any political group or candidate.

Since U.S. and other countries’ laws and regulations governing political contributions are complex and diverse, you must not make any political contributions on behalf of the Company or on Company time without the prior approval of the Prometric legal department.

You should also be aware that:

  • Employees are not reimbursed for personal political contributions, and compensation will not be increased or otherwise adjusted to reflect political contributions made,
  • You may not use Company contact information or equipment to express a political or social opinion,
  • If you otherwise publicly express political views, you should make it clear that they are individual, personal views and not those of the Company,
  • If you are making a statement related to the business interests of the Company that is communicating the position of the Company, you need to discuss with and have approval from the Senior leadership Team, and
  • Notify the Prometric legal department if you plan to campaign for, or serve in, public office, and avoid conflicts of interest by excusing yourself from any political matters involving our Company if you do so.

The Company recognizes each employee’s right to their own political or social opinion. The Company will not tolerate any retaliation for personally disagreeing with the Company’s position on a political or social issue, provided Company equipment and resources are not used to broadcast your views.

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Q: Can I volunteer some of my time for a local political campaign?

A: Yes. However, your volunteering should generally take place when you’re not working at Prometric.

Q: Can I organize a rally for a particular cause or candidate? Can I do this at the lobby of my office?

A: You are entitled to express your political views on your own time and to participate in political expression as you see fit. You may not, however, organize or engage in political conduct during work time or conduct such activity at your workplace.