The purpose of this Whistleblower Policy is to provide guidance to the Board and Management of Coda Media Inc. (the “Coda”) for conducting internal investigations of alleged unlawful conduct, including financial impropriety, discrimination, harassment, bullying, violations of Coda’s polies, rules, standards of conduct, and other applicable tax-exempt organization rules.
The objectives of this Whistleblower Policy are to establish policies and procedures which: (i) prevent or detect and correct improper activities, (ii) encourage each Foundation employee, director, officer, volunteer and contractor (“Reporting Individual”) to report what he or she in good faith believes to be a violation of law or policy, or questionable accounting or auditing matter by Coda (“Concerns”), (iii) facilitate investigations which are fair, impartial, thorough, and thoughtful, (iv) retain records received under this Policy, and (v) protect Reporting Individuals from retaliatory action.
II. Reporting Responsibility
Each Reporting Individual has an obligation to report what he or she believes is a violation of law, corporate policy, ethics or questionable accounting by anyone associated with Coda (i.e., its employees, officers, directors, volunteers, and accountants). Reporting Individuals must also notify Coda if an action needs to be taken in order for Coda to be in compliance with law, policy, or with generally accepted accounting practices. Whenever possible, volunteers, contractors, officers, directors and employees (each referred to as a “Reporting Person”) should seek to resolve Concerns by reporting to any member of the Board. If for any reason a Reporting Person is not comfortable reporting to the full Board or does not believe the issue is being properly addressed, the Reporting Person may contact Coda’s President. Whenever practical, reports should be in writing.
Situations Requiring Investigation
The following list, while not exhaustive, provides examples of the types of complaints and alleged circumstances that Coda will investigate:
- Providing false or misleading information on Coda’s financial documents, tax returns or other public documents;
- Providing false information to or withholding material information from Coda’s auditors, accountants, lawyers, directors or other representatives responsible for ensuring Coda’s compliance with fiscal and legal responsibilities;
- Embezzlement, private benefit, or misappropriation of funds;
- Violation of a Foundation policy, including among other things, confidentiality, conflict of interest, whistleblower, and document retention;
- Conduct which diminishes the value of Coda’s goodwill;
- Discrimination based on race, color, religion, sex, sexual orientation, national origin, age, disability, marital status, or other characteristics protected by law;
- Verbal, electronic or physical abuse, bullying or conduct that creates an intimidating, hostile, or offensive work environment;
- Conduct that affects the safety or well-being of Coda’s employees, visitors, operations or other activities, including sexual or other harassment or bullying;
- Conduct that violates Coda’s rules, policies, standards of conduct, or the law; and
- Facilitating or concealing any of the above or similar actions.
Any Reporting Person must act in good faith and have reasonable grounds for believing the Concern raised is a violation of law or policy, including accounting irregularities. If an allegation is made without reasonable grounds or in good faith, and the allegation can be shown to have been made maliciously, recklessly, with gross negligence, or with the knowledge that the allegations are false, this will be viewed as a serious offense and may result in discipline, up to and including dismissal from the position or termination of employment. Depending on the circumstances, such conduct may also give rise to other actions, including civil or criminal penalties.
Whenever an agent of Coda, such as an employee, director or officer, receives a complaint or other information indicating a possible violation of law or Foundation policy, Coda shall refer it to the Board’s President or, at the President’s direction, to an impartial individual investigator (the “Foundation Investigator”), which will conduct an investigation. Coda Investigator shall notify Coda’s legal counsel of any investigation conducted in accordance with this policy. In addition, Coda Investigator may determine that the investigation in its entirety should be assigned Coda’s legal counsel (the “Assigned Investigator”). In either case, legal counsel will ensure that “attorney-client” and “attorney work product” privileges are preserved.
Investigative Timeline and Tasks
Coda will make all reasonable efforts to investigate the subject allegations and conclude the investigation in a timely fashion, as appropriate.
The following steps should be undertaken as appropriate for the particular investigation:
- Obtain verbal and written statements from all parties involved, including the complainant and accused. Secure all publicly available reports, such as police or financial reports.
- Take photographs or video of any injury or damage, if applicable.
- Preserve all evidence, and secure the evidence in a secure location. Document all evidence obtained. The Primary Investigator will be responsible for maintaining the chain of custody for the evidence.
- Complete an investigation report, and provide all relevant and necessary information, including findings.
All Foundation investigations will be handled confidentially and on a need-to-know basis.
Notwithstanding the foregoing, if information is learned that personnel action or legal action is required to protect Coda and its best interests, complete confidentiality may not be maintained, and disclosure of this information may occur in the process.
Coda prohibits retaliation including demoting or terminating a reporting individual, making threatening communications by verbal, written, or electronic means against any individual who reports or provides any information concerning unlawful discrimination, harassment, or other violations of Foundation policies, rules, and standards of conduct in accordance with Coda’s Whistleblower Policy. Any employee or Contractor found to be engaging in retaliation will be subject to disciplinary action up to and including termination or removal from office. Coda’s investigators will make a reasonable effort to ensure that anyone who provides information during an investigation is not exposed to any threats of violence, intimidation, or personal risk. If any retaliation occurs, Coda will proceed with the appropriate response, as advised by its legal counsel.
Based on the investigation, Coda’s investigators should determine whether the allegations were true, unfounded, or inconclusive. This determination should be documented in writing and made part of the investigative report.
The determinations are as follows:
- Violation found. Where a violation of Foundation policies, workplace rules or law is found to have occurred, the accused should be notified of the finding and of the specific or corrective actions to be taken. The accused individual will be notified. The accused will have an opportunity to defend his/her actions in writing to the President or the Board.
- No violation found. In this situation, the complainant and the accused should be notified that Coda investigated the allegations and found that the evidence did not support the claim.
- Inconclusive investigation. In some cases, the evidence may not conclusively indicate whether the allegations were true or unfounded. In this situation, the notification to the complainant and the accused should state that Coda completed a thorough investigation but has been unable to establish the truth or falsity of the allegations. Coda will take appropriate steps to ensure that the persons involved understand the requirements of Coda’s policies and applicable law, that Coda will monitor the situation to ensure compliance in the future, and any steps Coda will take.
Retention and Release of Investigative Records
Unless advised otherwise by legal counsel, Coda will retain records relative to an investigation as required under Coda’s Document Retention Policy. The premature destruction of material documents will be viewed as a serious disciplinary offense and may result in the removal from office in the case of officers or director, and termination of employment in the case of employees. Coda will not release any investigative files, including interviews and findings, unless authorized by the Investigator or legal counsel, or pursuant to a court order.
Before notifying any government agency concerning a Foundation investigation, Coda’s legal counsel will conduct a full review of the investigation and will determine what information, including documents, should be released to the government agency. No Foundation employee, agent, or Contractor may make any disclosure to third parties, such as lawyers, investigators, or media reporters, regarding the particulars of an investigation without prior approval from Coda’s President in consultation with Coda’s legal counsel.