Policy for Reporting Violations of the Code of Business Conduct and Ethics
Columbia Association, Inc. (“CA”) is committed to maintaining a work environment conducive to ethical conduct, open communication and integrity with respect to its business practices. Further, CA is committed to compliance with the law and regulations to which it is subject and to promulgating policies to promote adherence to these laws and regulations. Laws, regulations, policies and practices strengthen and promote ethical practices and ethical treatment of members of the CA community and those to whom we provide services.
In order to further CA’s commitment in this regard, this policy:
Establishes a procedure for making verbal or written complaints with respect to CA’s operational practices or allegedly fraudulent and/or unethical business practices.
Establishes a procedure for the receipt, review and possible investigation of and response to such complaints.
Establishes a procedure for the retention of records concerning all such complaints and any investigation, resolution or report regarding the complaint.
Makes clear CA’s intention to discipline by appropriate means, up to and including termination, any person whom CA determines (a) engaged in discriminatory or retaliatory conduct toward any person making a complaint under this policy, or (b) impeded any investigation of a complaint of illegal or unethical conduct.
This policy governs the reporting and investigation of allegations of suspected violations of CA’s Code of Business Conduct and Ethics by CA Team Members, Team Leaders, Officers and Directors (collectively, “CA Personnel”). Issues related to individual employment, including claims of discrimination, harassment or other allegedly unfair or improper treatment, are covered by the applicable harassment or grievance policy set forth in the CA Team Member Handbook.
The procedure under this policy is intended to:
Provide avenues for team members to report illegal or unethical activities to management.
Enable management and the Audit Committee to be informed at an early stage regarding alleged illegal or unethical activities.
Reassure team members who make good faith complaints that they will be protected from discriminatory or retaliatory treatment.
Maintain a culture of openness, accountability and integrity at CA.
1. Making a Complaint: Any person may report allegations of suspected illegal or unethical conduct.
(a) Complaints by CA Personnel. Any CA Personnel who becomes aware of illegal
conduct, such as misuse of CA funds, a possible criminal act, a significant threat to the health and safety of others, or believes that illegal conduct may take place in the future, must promptly report the matter. Any director or senior personnel (as defined in CA’s Code of Business Conduct and Ethics) is likewise required to report unethical conduct, such as a conflict of interest, a matter that is likely to receive media attention or publicity, or a matter that is sufficiently significant or sensitive so as to adversely affect CA’s operations or CA’s standing in the community. All other CA Personnel are strongly encouraged to report unethical conduct or such other matters. Such complaints shall be made as follows:
(1) The complaint should be made to CA’s Designated Ethics Official (“DEO”) subject to the application of sub-section 1(a)(2) below. The DEO of CA is the General Counsel of CA.
(2) If a complaint concerns the DEO, it should be made directly to the president of CA. If a complaint concerns the president of CA or a member of the Board of Directors of CA (other than the chair of the board), the complaint should be made directly to the chair of the board. If a complaint concerns the chair of the board, it should be made to the chair of the Audit Committee of the board.
(3) Complaints involving Human Resources matters should be reported to the director of Human Resources.
(4) If a complaint is received by a person other than the person designated in subparagraphs 1(a)(1) through 1(a)(3), it must be referred by the recipient to the appropriate designated person.
(b) Complaints by persons other than CA Personnel. Any person who is not a member of CA Personnel who becomes aware of illegal or unethical conduct, or believes that illegal or unethical conduct may take place in the future, may report the matter. Such complaints shall be made as follows:
(5) The complaint should be made to the DEO, subject to the application of sub-section 1(b)(2) below.
(6) If a complaint concerns the DEO, it should be made directly to the president of CA. If a complaint concerns the president of CA or a member of the CA Board of Directors (other than the chair of the board), the complaint should be made directly to the chair of the board. If a complaint concerns the chair of the board, it should be made to the chair of the Audit Committee of the board.
CA encourages that all complaints be made in writing so as to assure a clear understanding of the issues raised; however, complaints may also be made orally and by email. They should be factual rather than speculative or conclusory, and should contain as much specific information as possible to allow for proper assessment and to facilitate the investigative process. Complaints are encouraged at the earliest possible time relative to the alleged misconduct so that timely investigation and, if appropriate, action may be taken.
Complaints may be submitted anonymously or the person submitting the complaint may request confidentiality (see sub-section 2(f) below regarding limitations on confidentiality). Anonymous reports can be made by contacting the MySafeWorkplace ethics hotline at 800-461-9330 or MySafeWorkplace.com. A complaint made under this policy is subject to the non-retaliation provisions of this policy set forth below in section 4.
2. Investigation of Reports:
All complaints are to be considered as serious and shall be promptly addressed.
a. The DEO or other person designated in Section 1 above shall make an initial determination of whether an investigation of the allegations in the complaint is warranted. The DEO or other person designated in Section 1 above may determine that no investigation is warranted because, among other reasons, (1) the allegations in the complaint, even if true, do not amount to a violation of the CA Code of Business Conduct and Ethics; or (2) the party about whom the allegations are made is no longer a CA team member, and neither other circumstances nor the nature of the allegations suggest that an investigation is warranted; or (3) the allegations are so vague and unspecific that they are not credible or are not capable of being efficiently investigated; or (4) the value of CA assets alleged in the complaint to have been misused is negligible. If the DEO or other person designated in Section 1 above determines that an investigation is not warranted, she or he within 30 days of receipt of the complaint shall report the complaint and the reasons for the determination not to investigate to the CA Audit Committee and president, or other appropriate person as described in subsection 1 above.
b. If the DEO upon review of the complaint determines that an investigation is warranted, he or she within 30 days of receipt of the complaint must inform the Audit Committee and president about the complaint and how the investigation will be handled. If the president receives a complaint filed in compliance with Section 1 and determines that an investigation is warranted, he or she within 30 days of receipt of the complaint must inform the Audit Committee of the CA Board about the complaint and how the investigation will be handled. If the chair of the board or the chair of the Audit Committee of the board receives a complaint filed in compliance with Section 1 and determines that an investigation is warranted, he or she within 30 days of receipt of the complaint must inform the CA Board about the complaint and how the investigation will be handled. The DEO or other person designated in Section 1 above shall conduct the investigation or shall designate one or more appropriate individuals from within or outside CA to assist with and/or to conduct the investigation. CA may retain outside legal counsel to advise the investigators and/or to conduct the investigation. If a complaint is referred, or made directly, to the board or Audit Committee under section 1(b)(2) of this policy, and the board or Audit Committee requires the assistance of an outside entity (legal or otherwise) in conducting the investigation, such assistance should be obtained from individuals or entities with whom CA does not have an ongoing business/working relationship. The investigators may interview the person reporting the violation and any person whose conduct or actions are the subject of the complaint. Other persons with information that may be relevant may be interviewed in the discretion of the investigators. The DEO or other person designated in Section 1 will determine the manner in which the investigation will be conducted, and the extent of any communications with the person reporting the violation and any person whose conduct or actions are the subject of the report. The investigators shall not be governed or bound by technical rules of evidence or procedure. Persons and entities may be asked to provide documentation and oral, written, and/or transcribed statements. The investigators shall conduct further inquiry as they deem appropriate in order to review and address the concerns raised by the complaint or resulting from information learned during the investigation. The DEO or other person designated in Section 1 as responsible for the investigation, to the extent that they designate others to assist with or conduct the investigation, will monitor the investigation to help facilitate timely and thorough review of the allegations. Investigations shall be carried out in accordance with applicable laws and CA policies and procedures.
c. The DEO or other person designated in Section 1 as responsible for the investigation, following the completion of the investigation, shall prepare findings including but not limited to findings concerning whether any CA Personnel violated any aspect of the Code of Business Conduct and Ethics or any other CA policy, and shall provide recommendations, if appropriate. Those findings and recommendations shall be submitted as follows:
(1) When the findings and recommendations are issued by the DEO, they shall be submitted to the Audit Committee of the board and the president of CA. The president shall determine what, if any, corrective action to take.
(2) When the findings and recommendations are issued by the president, they shall be submitted to the Audit Committee of the board. The president shall determine what, if any, corrective action to take.
(3) When the findings and recommendations are issued by the chair of the board or the chair of the Audit Committee of the board, they shall be submitted to the CA Board, which shall determine what, if any, corrective action to take. Such determination shall be made by majority vote in accordance with the voting procedure stated in the By-Laws of CA. The findings and recommendations shall normally be in a written report unless the DEO or other person designated in Section 1 determines that it is more appropriate to issue an oral report. Any corrective action taken pursuant to this policy shall be set forth in writing and records of the corrective action shall be maintained by CA.
d. Corrective action for violation of this policy, for impeding the filing of a complaint or the conduct of an investigation, or for retaliation for conduct protected by this policy, may include appropriate discipline, up to and including termination of employment. In addition, the corrective action may include referring the information to an appropriate law enforcement agency if the investigation uncovers evidence of possible criminal conduct, and/or instituting civil action to recover damages, loss or expenses incurred by CA.
e. In the event that the corrective action to be taken as provided in subsections 2(c) and 2(d) above includes probation, suspension, reduction in compensation, demotion, and/or termination from employment, the CA team member shall be given an opportunity to discuss with, or submit in writing to the person who determines the corrective action, his or her request for reconsideration of the corrective action and the reasons for such reconsideration prior to the corrective action becoming effective.
f. The complaint, investigation, and report of the findings and recommendations shall remain confidential to the extent that confidentiality is reasonably consistent with a proper investigation of the complaint, not in violation of the rights of another person, and not in conflict with any action necessitated by the report or CA policy.
g. All CA Personnel have an obligation to cooperate with investigations initiated under this Policy.
h. CA Personnel may be placed on leave or reassigned pending the outcome of any investigation if the DEO or other person designated in Section 1 as responsible for the investigation, or CA management, makes a determination that (1) the complaint raises such serious allegations that such interim action is warranted; (2) such interim action is warranted due to conduct by the person(s) under investigation; and/or (3) such action is warranted as a result of related factors such as safety, workplace productivity, risk of retaliation, or the need to separate persons involved in or the subject of the investigation. Investigatory matters may also be referred to local enforcement officials where appropriate.
The DEO shall maintain a record of all complaints made under this policy thatshall identify the receipt of the complaint, the investigation if any, the report to the Audit Committee or board, and the ultimate resolution, and include all documentation relating to the report. (If the complaint concerns the DEO, the record shall be maintained by the president or other appropriate person designated by the president.) A summary of reporting activity shall be prepared by the DEO and submitted to the CA president and Audit Committee at such intervals as they shall determine. The Audit Committee will notify the CA Board of Directors of reporting activity when they determine such communication is necessary. Appropriate modifications shall be made to this preparation and submission process if the report concerns the DEO, CA president, or members of the CA Board of Directors. Consistent with Section 2(f) above, all records referred to in this Section shall remain confidential.
CA is committed to protecting individuals from interference,discrimination or retaliation for having made a good faith report under this policy. Any retaliation or attempted retaliation against any party making a report in good faith will be punished severely. After a report has been received, the DEO or other person designated in Section 1 as responsible for the investigation shall review the work environment, the supervisory structure, performance evaluation arrangements, and other matters relating to CA Personnel making the report, and may consult with CA management in order to make a determination regarding whether adjustments in supervision, job location or other job aspects should be made in order to reduce the risk of retaliation. It is the intention of CA to take whatever action may be deemed appropriate to prevent and correct activities that violate this policy. Reports of retaliatory or discriminatory actions or interference should be reported as any other act reportable under this policy.
CA encourages CA Personnel to raise concerns in good faith. However, CA Personnel who knowingly file misleading, false or malicious complaints will not be protected by this policy and may be subject to disciplinary action which may include termination of employment.
The interpretation, application and operation of this policy are the responsibility of the DEO and the President of CA.
Approved by the CA Board of Directors on February 26, 2009
Revised and approved by the CA Board of Directors on July 7, 2011