Ecmc Education Inc.

“The ECMC Education, Inc. (formerly Zenith Education Group, Inc.) whistleblower policy requires directors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. Employees and representatives of the Corporation are to practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. The policy provides for reporting mechanisms of potential illegal practices or violations of corporate policies, and prohibits repercussions for good faith reporting of suspected violations under the policy. In addition, ECMC Group, Inc. has a code of ethics and business conduct policy that is affirmed annually by all ECMC Group, Inc. and affiliated companies' officers and employees. There is a provision incorporated into the code of ethics and business conduct policy that binds all employees that states there can be no retaliation against anyone acting in good faith when asking a question, reporting a concern or for participating in an investigation. ECMC Group, Inc. has established an anonymous telephone hotline and website administered by an outside vendor to report concerns. The hotline and website are available and accessible to ECMC Education, Inc. (formerly Zenith Education Group, Inc.) directors, officers, employees and vendors.”

“Effective January 1, 2020, the legal operating name of Zenith Education Group, Inc. was changed to ECMC Education, Inc. The name change signifies an enhanced collaboration across the ECMC Group family of companies as well as future growth opportunities to support its mission of helping students succeed.”

“ECMC Education, Inc. (formerly Zenith Education Group, Inc.) has one member. The member is ECMC Group, Inc. a Delaware, non-stock, nonprofit Corporation exempt under section 501(c)(3). There are no stockholders.”

“ECMC Group, Inc. has the right to elect and/or approve all the directors of the ECMC Education, Inc. (formerly Zenith Education Group, Inc.) Board of Directors.”

“ECMC Group, Inc., the sole member of ECMC Education, Inc. (formerly Zenith Education Group, Inc.), retains the following authority over ECMC Education, Inc. (formerly Zenith Education Group, Inc.): 1. To authorize amendments to the Articles of Incorporation and Bylaws. 2. To approve the strategic and financial plans. 3. To elect and/or approve the members of the Board of Directors. 4. To oversee coordination of programs and services offered. 5. To authorize formation, governance and dissolution.”

“All members of the Board of Directors and executive management are provided a copy of Form 990 to review and provide comments prior to filing. All members of the Board of Directors and executive management are provided with a copy of the final version of Form 990 before it has been filed.”

“Officers, directors and all employees are required to reaffirm on an annual basis their understanding of the company's Conflict of Interest Policy. The affirmation specifically references that the individual will comply with the directives of the Conflict of Interest Policy. Officers, Directors and key employees are also required to complete an annual Form 990 relationship disclosure document to identify any potential conflicts of interest. Finally, the company's vendor procurement process includes questions of business unit contract owners to determine if any conflicts of interest may exist. Monitoring and enforcement of the policy are accomplished through the policy reaffirmation process, affirmative disclosure requests and the policy requirement that all conflicts of interest be reported. In cases where a potential conflict exists at the officer and key employee levels, the issue is disclosed to the ECMC Group, Inc. CEO, General Counsel and/or Vice President, Deputy General Counsel. For potential or real conflicts involving Directors or officers, the disclosure is made to the Board Chair. The Director or officer will be required to excuse themselves from deliberation and voting on matters where they may have a conflict of interest.”

“The following describes the Educational Credit Management Corporation (ECMC), ECMC Education, Inc. (formerly Zenith Education Group, Inc.) and ECMC Group, Inc. executive compensation methodology. The Governance & Compensation Committee of the ECMC Group, Inc. Board of Directors is wholly comprised of independent, outside directors. In 2019, the Committee retained executive compensation experts from Grant Thornton, a global compensation consulting organization, through Arnold & Porter LLP to identify appropriate CEO and senior executive compensation packages. Arnold & Porter LLP provided an opinion on the reasonableness of this compensation. The market analysis performed by Grant Thornton for Arnold & Porter LLP includes salary and incentive data from an appropriate peer group under IRS regulations and includes both nonprofit and for-profit entities.”

“The following describes the Educational Credit Management Corporation (ECMC), ECMC Education, Inc. (formerly Zenith Education Group, Inc.) and ECMC Group, Inc. executive compensation methodology. The Governance & Compensation Committee of the ECMC Group, Inc. Board of Directors is wholly comprised of independent, outside directors. In 2019, the Committee retained executive compensation experts from Grant Thornton, a global compensation consulting organization, through Arnold & Porter LLP to identify appropriate CEO and senior executive compensation packages. Arnold & Porter LLP provided an opinion on the reasonableness of this compensation. The market analysis performed by Grant Thornton for Arnold & Porter LLP includes salary and incentive data from an appropriate peer group under IRS regulations and includes both nonprofit and for-profit entities.”

“No documents are made available to the public.”

“Roberta Cooper Ramo and I. King Jordan, former Directors, had consulting agreements in 2019.”