RESOLUTION OF THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUST Whereas, Vanderbilt University is committed to the highest standards of ethics, honesty, and integrity and compliance with all applicable laws and regulations; and Whereas, all members of the Board of Trust, the Chancellor, General Officers, members of the Executive Administration, administrative officers, members of the faculty and staff, and others representing the University are expected to adhere to the highest ethical standards in the discharge of their duties and to comply with all applicable laws and regulations; and Whereas, a number of compliance activities and programs at Vanderbilt University are decentralized throughout the university, including the Medical Center Compliance Office, the Opportunity Development Center, the Athletic Department, the Department of Environmental Health and Safety, Internal Audit, and the Office of General Counsel, among others; and Whereas, the Chancellor has determined that it is in the best interest of Vanderbilt University to provide for greater centralized assistance and oversight for compliance efforts and to formalize a comprehensive University compliance program to demonstrate and document the University=s commitment to compliance by establishing and maintaining ethical standards, including a Code of Conduct; designating a Compliance Officer and Compliance Liaisons; and instituting procedures to promote compliance through education, monitoring, reporting of violations, and corrective action; and Whereas, the Executive Committee believes that it is important to document the University=s commitment, at the highest level of institutional governance, to an effective compliance program, as evidenced by the Vanderbilt University Compliance Program; NOW THEREFORE BE IT RESOLVED that the Executive Committee, acting on behalf of the Board of Trust, adopts the Vanderbilt University Compliance Program to evidence and affirm the University's commitment to compliance through the implementation of the Code of Conduct and the appointment of a Compliance Officer and a Committee of Compliance Liaisons with the responsibility for overseeing, monitoring, and assuring the enforcement of the Compliance Program. BE IT FURTHER RESOLVED that the Executive Committee hereby directs the Chancellor, the Compliance Officer, and the Committee of Compliance Liaisons to implement the Vanderbilt University Compliance Program and to provide regular reports to the Executive Committee, the Audit Committee and the Board of Trust.