General
The American Friends of the Israel Museum (“AFIM”) requires its directors, officers, employees, and volunteers to observe the highest standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of AFIM, we must practice honesty and integrity in fulfilling our responsibilities and must comply with all applicable laws, regulations, and corporate policies of AFIM. In this spirit, AFIM encourages its directors, officers, employees, and volunteers to identify any instances in which these standards may be compromised.
This Whistleblower Policy (the “Policy”) has been established to provide a means for directors, officers, employees, and volunteers of AFIM to raise good faith concerns about behavior by or within AFIM that is or appears to be illegal, fraudulent, dishonest or in violation of any policy of AFIM (a “Suspected Violation”). A “Whistleblower” is the director, officer, employee, or volunteer reporting such Suspected Violation pursuant to this Policy. A copy of this Policy shall be distributed to all directors, officers, and employees of AFIM, and to all volunteers who provide substantial services to AFIM.
Examples of Suspected Violations that should be reported under this Policy include, but are not limited to, violations of federal, state, or local law or regulations; fraudulent financial reporting or actions that may lead to such fraudulent reporting; providing false information to or withholding material information from AFIM’s auditors; destruction, alteration, concealment, or falsification of a document, or the attempt to do so, with the intent to impair the document’s availability for use by AFIM, including in a government or judicial proceeding; or planning, facilitating, or concealing any of the above conduct. This is not intended to be an exhaustive list, but rather a guide to the types of improper behavior covered by this Policy. In addition to conduct by others that the Whistleblower believes in good faith to be subject to reporting, action that has not been taken, and which the Whistleblower believes are required to be taken to be in compliance with laws or corporate policies adopted by AFIM, is also within the scope of this Policy.
Reporting Responsibility
All directors, officers, employees, and volunteers of AFIM are covered under this Policy, and it is the responsibility of all directors, officers, employees, and volunteers to comply with this Policy and to report Suspected Violations in accordance with the procedures set forth herein. The individuals involved in such Suspected Violations may be directors, officers, employees, volunteers, auditors, vendors, or other third parties.
Compliance Officer
The Chair of AFIM’s Audit Committee (the “Compliance Officer”) is responsible for investigating and, as discussed below, handling of Reported Violations, and overseeing the resolution of all reported complaints concerning Suspected Violations.
Procedure for Reporting Suspected Violations
Any person may report a Suspected Violation, either in written or oral form. The complaint submitted by the Whistleblower should include whatever documentation is available to support a reasonable basis for the allegation(s) and to assist in investigating the complaint.
Complaints of Suspected Violations may be made anonymously. Anonymous complaints should be detailed to the greatest extent possible because follow up questions will not be possible, making the investigation and resolution of such complaints difficult.
A Whistleblower should direct all reports, either in written or oral form, to the Compliance Officer. If the Compliance Officer is the subject of the Suspected Violation or a Whistleblower is not comfortable reporting a complaint concerning a Suspected Violation to the Compliance Officer or is unsatisfied with the Compliance Officer’s response, the Whistleblower is encouraged to instead speak with his or her supervisor or anyone in management of AFIM with whom he or she is comfortable. In such case, the manager to whom such Suspected Violation is reported in turn shall report such Suspected Violation to the Compliance Officer, unless the Compliance Officer is the subject of the complaint, in which case the manager shall submit the report to the Audit Committee. If the Compliance Officer is the subject of the complaint, the Audit Committee shall request the President to appoint someone to act in the place of the Compliance Officer (on an interim basis until the matter is resolved) and all references to the Compliance Officer in this Policy with respect to such complaint shall be applicable to such designee. Such report shall include a statement as to whether such Suspected Violation was reported first to the Compliance Officer; if it was not, the report shall indicate why the Suspected Violation was not reported to the Compliance Officer.
Although the Whistleblower is not expected to prove the truth of the allegation(s) asserted in the complaint, she or he must demonstrate reasonable grounds for making such allegations. No investigation will be made of unspecified wrongdoing or broad allegations not supported by adequate facts. The Whistleblower is not responsible for investigating the Suspected Violation or for determining fault or corrective measures.
Confidentiality
Any investigation will be conducted in a manner that conceals and protects the Whistleblower’s identity to the greatest extent practicable given legal requirements, consistent with the need to conduct a fair and adequate investigation and to take necessary corrective action.
Procedure for Handling of Reported Violations
Unless the complaint is submitted anonymously or there are overriding legal or public interest concerns, the Whistleblower will be provided with an acknowledgement of receipt of his or her complaint within ten business days.
All complaints will be promptly investigated by or under the direction of the Compliance Officer, and appropriate corrective action will be taken if warranted by the investigation. The Compliance Officer may resolve any complaint without consulting others, discuss such complaint with the Audit Committee, and any other Board committees or the Board of Directors before taking action or alternatively, refer the matter to the Audit Committee or the Executive Committee of the Board of Directors for action, depending on the Compliance Officer’s determination of the seriousness of the complaint.
The Compliance Officer shall provide to the Audit Committee, on at least a quarterly basis, a written report describing all complaints reported under this Policy during the preceding quarter or indicating that no such complaints were reported. The Compliance Officer is required to report to the full Board of Directors at least annually regarding such complaints. Records of all complaints shall be maintained in a confidential manner in accordance with AFIM’s document retention policy.
Following the appropriate investigation, AFIM will take such remedial and disciplinary action as it deems justified by the circumstances, including, but not limited to, terminating employment, board membership or volunteer status, seeking restitution, removal from office, or criminal prosecution.
Acting in Good Faith
Any person filing a complaint concerning a Suspected Violation must act in good faith and have reasonable grounds for believing the information disclosed may indicate a Suspected Violation. Any allegations that prove not to be substantiated and which are shown to have been made falsely or maliciously and not in good faith will be viewed as a serious disciplinary offense.
No Retaliation
No director, officer, employee, or volunteer of AFIM who in good faith reports any Suspected Violation (whether reported to AFIM, its agents or its auditors or to any law enforcement official, government or regulatory agency), or who cooperates with an investigation of a complaint (whether conducted by AFIM, its agents or its auditors or by any law enforcement official, government or regulatory agency), shall be subject to intimidation, harassment, discrimination, or other retaliation or, in the case of an employee, adverse employment consequences. Any person who retaliates against a person who has reported a Suspected Violation in good faith is subject to appropriate discipline and corrective action, including termination of employment in the case of an employee.
A Whistleblower’s right to protection under this Policy does not provide him or her with immunity for participating or being complicit in the Suspected Violation that is the subject of the complaint or related investigations.
Any questions, concerns or suggestions regarding this Policy also should be addressed directly to the Compliance Officer.
Adopted by AFIM’s Executive Committee of the Board of Directors on February 11, 2015
Compliance Officer: Rick Lane, Treasurer [lane@olnick.com; 212-835-2410]
Last updated February 11, 2015
