Resolutions passed by the CPB Board of Directors

Resolution of the Board of Directors of the Corporation for Public Broadcasting
May 1, 2006

Revised Code of Ethics for Directors and accompanying Conflicts of Interest Policy

Unanimously

WHEREAS, The Board of Directors of the Corporation for Public Broadcasting established a Corporate Governance Committee and charged it with reviewing the Board's governance documents and recommending improvements to the Board;

WHEREAS, The Corporate Governance Committee has reviewed, with the assistance of CPB counsel and outside counsel, the Code of Ethics for Directors and recommends amendments to the Code as well as the adoption of a Conflicts of Interest Policy;

WHEREAS, The Board has reviewed the recommended amendments to the Code of Ethics for Directors and the proposed Conflicts of Interest Policy;

NOW, THEREFORE, BE IT RESOLVED THAT: The Board of Directors of the Corporation for Public Broadcasting wishes to reinforce its commitment to conduct the Corporation's business according to the highest standards of ethical conduct and adopts the revised Code of Ethics for Directors and accompanying Conflicts of Interest Policy attached hereto.

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