Leadership & Governance
Whistleblower Protection
Consistent with the establishment of an independent Audit Committee, it is necessary for ASLA to institute procedures, in accordance with Section 301 of the Sarbanes-Oxley Act, for: the receipt, retention, and treatment of complaints received by ASLA regarding accounting, internal controls, or auditing matters; and the submission of concerns regarding questionable accounting or audit matters by employees, trustees, officers, and other stakeholders of ASLA, on a confidential and anonymous basis.
Reporting Responsibility
Representatives of ASLA have an obligation to
report questionable or improper accounting or auditing matters (“Concerns”) in
accordance with this Whistleblower Protection Policy.
Authority of Audit Committee
All reported Concerns will be forwarded to the Audit Committee in accordance with the procedures set forth herein. The Audit Committee shall be responsible for investigating and making appropriate recommendations to the Board of Trustees with respect to all reported Concerns.
No Retaliation
This Whistleblower Policy is intended to encourage
and enable Representatives of ASLA to raise Concerns within ASLA for
investigation and appropriate action. With this goal in mind, therefore, no trustee,
officer, committee member, other volunteer, or employee who, in good faith,
reports a Concern shall be subject to retaliation or, in the case of an
employee, adverse employment action. Moreover, a volunteer or employee who
retaliates against someone who has reported a Concern in good faith is subject
to discipline up to and including dismissal from the volunteer position or
termination of employment, respectively.
Reporting Concerns
Employees:
Employees are encouraged to first discuss their Concern with their immediate
supervisor. If, after speaking with his/her supervisor, the individual
continues to have reasonable grounds to believe the Concern is valid, the
individual should report the Concern to ASLA’s Executive Vice President and CEO
(“EVP/CEO”). In addition, if the individual is
uncomfortable speaking with his/her supervisor or the supervisor is a subject
of the Concern, the individual should report his/her concern directly to the EVP/CEO
or. If the EVP/CEO is the subject of the
Concern, the individual shall report the Concern to ASLA’s President or the
chair of Audit Committee.
The EVP/CEO
or the ASLA President is required to report the Concern promptly to the chair
of the Audit Committee, which has specific and exclusive responsibility to
investigate all Concerns. Concerns may also be submitted anonymously in writing
to the chair of the Audit Committee.
Trustees and Other Volunteers: Trustees and other volunteers should submit
Concerns in writing directly to the chair of the Audit Committee. Contact information for the chair of the
Audit Committee may be obtained from the Chief Financial Officer or the Corporate
Secretary.
Handling of Reported Violations
The Audit Committee shall address all reported
Concerns. The chair of the Audit Committee shall immediately notify the Audit
Committee and the ASLA President of any such report. The chair of the Audit
Committee will notify the sender and acknowledge receipt of the Concern within
five business days, if possible. It will not be possible to acknowledge receipt
of anonymously submitted Concerns.
Note: If the reported allegation does not involve questionable
or improper accounting or auditing matters, but rather, conduct that would
violate the ASLA’s Standards of Conduct, the Audit Committee shall forward the
report to the Ethics Committee for further action.
All reported Concerns will be promptly investigated
by the Audit Committee. The Audit
Committee may consult with ASLA corporate counsel and shall have the authority,
on the advice of corporate counsel, to retain accountants, private
investigators, or any other resource deemed necessary, to conduct a full and
complete investigation of the Concerns.
To the extent that the Concern identifies a
particular individual who has allegedly engaged in questionable or improper accounting or auditing
practices, the Audit Committee shall proceed in accordance with the “Procedure
for Filing and Resolution of Complaints” set forth in ASLA’s Standards of
Conduct.
Upon
completion of its investigation, the Audit Committee shall make recommendations to the ASLA Executive
Committee. The Audit Committee’s
recommendation shall include, if warranted, an appropriate corrective for
the improper accounting or auditing issue.
Acting in Good Faith
Anyone reporting a Concern must act in good faith
and have reasonable grounds for believing the information disclosed indicates
an improper accounting or auditing practice.
The act of making allegations
that prove to be unsubstantiated, and that prove to have been made maliciously,
recklessly, or with the foreknowledge that allegations are false, will be
viewed as a serious disciplinary offense and may result in discipline, up to
and including dismissal from volunteer position or termination of employment.
Such conduct may also give rise to other actions, including legal action.
Confidentiality
Reports of Concerns, and investigation pertaining
thereto, shall be kept confidential to the extent possible, consistent with the
need to conduct an adequate investigation.
Disclosure of reports of Concerns to individuals not involved in the
investigation will be viewed as a serious disciplinary offense and may result
in discipline, up to and including dismissal from volunteer position or
termination of employment. Such conduct may also give rise to other actions,
including legal action.
ASLA Administrative Policy: 2006; R2016; R2019