Embed Size (px)
Citation preview
Code of Conduct
Updated December 2016
A Message from the CEO
Our mission at Big Brothers Big Sisters of America is something we all believe in: to provide children facing adversity with strong and enduring, professionally supported, one-to-one relationships that change their lives for the better, forever. By becoming part of the BBBSA team, you are an important part of this mission. Your actions and conduct must be of high standards as you contribute to the betterment of the lives of the children we serve.
Our core values at BBBSA reflect and support our mission. They are Integrity, Excellence, Teamwork, and Respect—and they are non-negotiable. We owe nothing less to our affiliates; to our donors; to our federal, corporate, and foundation partners; and to the children and volunteers we serve in every state across the country.
Each of us must be focused on those core values and on making the right ethical decisions, every time, no matter what. While no document can address every ethical issue we may face, this Code of Conduct sets forth ethical guidelines for all of us at BBBSA. Each of us is responsible for understanding and following these guidelines and for making decisions that are consistent with our BBBSA values and commitment to maintaining high standards of ethical conduct. And each of us is responsible for reporting suspected or actual misconduct so we can promptly address it. If you have any questions or concerns, our managers have an open door policy, we have a dedicated Ethics Officer—our General Counsel, Alais Griffin—and we have a confidential Ethics Hotline. We value open communications and are committed to an environment where employees can raise work-related concerns without fear of intimidation or retaliation.
We may be the oldest mentoring organization in the nation but—with our absolute commitment to transparency, accountability, integrity, and excellence—our best days are yet to come.
Sincerely,
Pam Iorio President & CEO
December 2016
i
Table of Contents
Introduction ....................................................................................................................................1
Some Important History .............................................................................................................1
Purpose of the Code of Conduct ................................................................................................1
Our Values .................................................................................................................................2
Questions and Reporting ............................................................................................................3
Whistleblower Compliance ........................................................................................................3
Disciplinary Action for Violations.............................................................................................3
Financial Stewardship ...................................................................................................................4
Definitions and Examples of Misuse of Funds ..........................................................................4
Responsibility to Report Suspected Misuse of Funds ................................................................5
Use of Federal Grant Funds .......................................................................................................5
Disciplinary Procedures and Penalties for Misuse of Federal Grant Funds ....................... 6
Conflicts of Interest ........................................................................................................................6
Interested Parties ........................................................................................................................6
What is a Conflict of Interest? ...................................................................................................6
Financial Interests ............................................................................................................... 7
Other Potential Conflicts .................................................................................................... 7
Prohibition on Conflicts of Interest ............................................................................................7
Gifts from Vendors ....................................................................................................................8
Service with Other Organizations ..............................................................................................8
Employment or Association with Other Organizations .............................................................8
Disclosure of Potential Conflicts of Interest ..............................................................................8
Procedures for Addressing Conflicts of Interest ........................................................................9
Violations of Conflict of Interest Policy ....................................................................................9
Fundraising .....................................................................................................................................9
Some Examples of Improper Fundraising Conduct .................................................................10
Confidential and Proprietary Information ................................................................................10
Some Ways to Protect Sensitive Information ..........................................................................10
ii
Political Activities and Contributions ........................................................................................11
Government Relations .................................................................................................................11
Condition of Employment ...........................................................................................................11
Ethical Commitment Pledge .......................................................................................................11
Executive, Supervisor, and Manager Pledge ...........................................................................12
Employee Pledge .....................................................................................................................12
Code of Conduct Annual Certification ......................................................................................13
Conflict of Interest Annual Affirmation of Compliance - Employees ....................................14
Conflict of Interest Annual Affirmation of Compliance - Board of Directors .......................15
Appendix 1 – Whistleblower Policy............................................................................................16
General .....................................................................................................................................16
Reporting Responsibility .........................................................................................................16
No Retaliation ..........................................................................................................................16
Reporting Violations ................................................................................................................16
Investigations and Compliance ................................................................................................17
Accounting and Auditing Matters ............................................................................................17
Acting in Good Faith ...............................................................................................................18
Confidentiality of Your Identity ..............................................................................................18
1
Introduction
Some Important History
In August 2012, the Audit Division of the Department of Justice (DOJ) Office of Inspector General (DOJ OIG), audited three federal grants that the Office of Justice Programs (OJP) had awarded to Big Brothers Big Sisters of America (BBBSA) from 2009 to 2011. While DOJ OIG never questioned the quality of the work that BBBSA and its affiliates did for children across the country, the audit report found that BBBSA did not adhere to grant accounting guidelines during that three-year period. The audit had significant ramifications for BBBSA: OJP froze grant funds; the DOJ opened an investigation into BBBSA’s grant expenditures; and BBBSA’s fundraising, finances, and operations were severely impacted.
In the wake of the government audit and investigation, our national board initiated an aggressive effort to make the organization the gold standard in accountability and excellence. BBBSA brought in new leadership, put in place comprehensive policies and procedures, risk assessment tools, training programs, and a grant compliance and quality assurance team, and hired an internal auditor. The government recognized the disciplined approach we took and, in September 2015, allowed BBBSA to resume administration of OJP grants. In January 2016, BBBSA reached an agreement with the government that resolved the outstanding investigation. Among other things, BBBSA committed to ongoing maintenance of our policies, procedures, and controls and to continuing development of training programs. We paid $1.6 million to the DOJ as part of the agreement, which came from the sale of our former office building in Philadelphia. In March 2016, DOJ OIG closed out the audit and OJP removed BBBSA from high-risk grantee status.
The chapter was a difficult one for our organization but we share it because we can never repeat it. We must never lose sight of the lessons we learned. Each of us has a responsibility to meet high ethical standards, to act with integrity and accountability, and to commit to excellence in all we do, whether it is with the federal government, donors, funders, affiliates, our Bigs and Littles, or internally.
Purpose of the Code of Conduct
This Code of Conduct affirms our high ethical and professional conduct standards for all of our employees, officers, directors, subrecipients of federal grant and other funds, consultants, vendors, contractors, and others doing business with BBBSA. No code or policy can anticipate every situation that might arise but this Code of Conduct is intended to:
Provide you with guidance on how to recognize and deal with ethical issues in keeping with BBBSA’s values
Explain the mechanisms for reporting unethical conduct
Foster a culture of honesty and accountability
2
In addition to this Code of Conduct, BBBSA maintains an Employee Handbook and additional policies and procedures that provide explanation and guidance with respect to standards of conduct in areas where improper activities could violate the law, damage our organization’s reputation, and/or otherwise result in serious adverse consequences to BBBSA and to employees involved. These policies and accompanying procedures, as well as a copy of the Employee Handbook, and this Code of Conduct are available on ADP (https://portal.adp.com). To access these, go to the “Home” tab and click on “Resources.”
Our Values
As the nation’s pre-eminent youth mentoring organization, we hold ourselves and our employees to high standards of ethics, values, performance, and professionalism. These values drive everything we do:
Integrity
Demonstrating honesty and transparency in all of our dealings
Upholding exemplary ethical principles
Making decisions that reflect high standards of proper stewardship and accountability of resources
Excellence
Being accountable for our actions
Delivering every product and service of the national office in an outstanding manner
Developing a quality workforce
Showing pride in our efforts and in the organization for which we work
Teamwork
Working in full cooperation and mutual support that inspires trust and respect to achieve a common goal
Creating a spirit of service
Respect
Honoring diversity and inclusion
Showing consideration and regard for individuals and institutions
Being tolerant and appreciative
Accepting individual differences
3
Questions and Reporting
We encourage you to bring any questions regarding this Code of Conduct, any particular circumstances that might arise, or any other questions regarding ethics to the Ethics Officer, who is our General Counsel, Alais Griffin. You can reach her in person, by phone at (813) 440-3526, or by email at [email protected].
An important part of your commitment to our values and to our ethical standards is your obligation to let us know about actual or suspected violations of the Code of Conduct, suspected violations of laws or regulations that govern BBBSA operations, or other improper conduct. Sometimes there will be a good explanation for what has happened. But if you have legitimate, good-faith concerns about something, we want you to let us know so we can address it. To report an actual or suspected violation:
Speak to your supervisor or next level of management, who is required to report misconduct to our General Counsel, Chief Financial Officer (CFO), and/or Chief Executive Officer (CEO);
Report it directly to the Ethics Officer; or
Use the confidential Ethics Hotline to report a violation by telephone or the Internet. The number is 1-800-963-5541 and the reporting link is www.ethicspoint.com (select BBBSA). The Ethics Hotline is available 24 hours a day, 7 days a week and is maintained by a third-party vendor. Ethics Hotline reports may be made anonymously.
Whistleblower Compliance
Employees who report actual or suspected violations of this Code of Conduct or other misconduct are protected by our Whistleblower Policy, which you can find at Appendix 1 or in the Employee Handbook. The Whistleblower Policy is there to encourage and enable employees and others to raise serious concerns internally so BBBSA can address and correct inappropriate conduct.
As the Whistleblower Policy provides, we will not tolerate harassment of, or retaliation or adverse employment consequences against an employee who, in good faith, reports a violation of the Code of Conduct or other suspected unethical or unlawful behavior, serves as a witness, or participates in an investigation regarding suspected unethical or unlawful behavior. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline, up to and including termination, and any other penalties as determined by law.
Disciplinary Action for Violations
Employees and managers who do not comply with the standards in this Code of Conduct or other policies and procedures will face disciplinary action, up to and including immediate termination. This includes, but is not limited to, the following violations:
4
Engaging in misuse of federal grant funds or any other funds entrusted to BBBSA
Failing to disclose to our General Counsel information concerning the misuse of federal grant funds or any other funds entrusted to BBBSA
Authorizing or directly participating in actions that violate the Code of Conduct
Concealing a violation or failing to report a violation of the Code of Conduct
Refusing to cooperate in the investigation of a violation of the Code of Conduct
Retaliating, directly or indirectly, against an individual for reporting a violation of the Code of Conduct
Violations of the Code of Conduct by a subrecipient of federal grant or other funds, consultant, vendor, contractor, or entity doing business with BBBSA may result in cancellation of the business or agreement between the entity and BBBSA.
Anyone filing a complaint on a violation or suspected violation of our Code of Conduct or our policies and procedures or suspected illegal or unethical behavior must be acting in good faith and have reasonable grounds for believing the disclosed information is a violation. Any allegations that prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
Financial Stewardship
We are all stewards of every dollar that is entrusted to our organization and to the work we do. Whether those funds come from federal grants, foundation grants, corporate donations, individual gifts, or affiliate fees, we are obligated to protect the funds and ensure that they are used as intended and in accordance with all laws, regulations, and requirements. This includes protecting funds from fraud (actual or suspected), waste, abuse, theft, or any other misuse by any employee (including management), officer, director, subrecipient, consultant, vendor, contractor, or entity doing business with BBBSA or in any other relationship with BBBSA.
Definitions and Examples of Misuse of Funds
Fraud is intentional deception, e.g., to result in financial or personal gain.
Waste is the loss or misuse of organization resources that results from deficient practices, system controls, or decisions.
Abuse is the intentional, wrongful, or improper use of resources or misuse of rank, position, or authority that causes the loss or misuse of resources, such as tools, vehicles, computers, copy machines, etc.
Theft (or misappropriation) is the act of taking something from someone unlawfully.
Improper financial stewardship can take many forms and affect many types of business records. The following are only a few examples:
5
Forging a signature on a check request
Using organizational funds, property, equipment, logos, or name for unlawful, unethical, or inappropriate purposes
Intentionally making false or misleading entries in books, records, reports, invoices, timesheets, or expense reports, or aiding others in doing so
Overriding existing internal controls, rendering the controls ineffective
Falsifying documents or certifications required by BBBSA procedures, regulations, or funders, including providing your signature as a quality assurance check without completing the inspection process
Failing to follow applicable procedures, authorization, and documentation, including federal grant requirements
Responsibility to Report Suspected Misuse of Funds
Every employee is required to report suspected fraud, theft, waste, abuse, or other misuse of funds or dishonest conduct to management. Management is required to report such misconduct, including reports from employees or other individuals, to our Ethics Officer/General Counsel, CFO, and/or CEO. All employees may also report concerns directly to any officer, including the Ethics Officer, or through the confidential Ethics Hotline, either via the telephone or the Internet.
In accordance with the Whistleblower Policy and our Financial and Grant Management Policies & Procedures, BBBSA will immediately make an inquiry into the irregularity and will take any necessary corrective action. We will protect the identity of any employee or complainant who reports suspected fraud to the full extent allowed by law and will not tolerate any retaliation against you for reporting a concern in good faith.
Use of Federal Grant Funds
We have a specific obligation to promptly report all credible evidence of misuse of federal funds to appropriate government officials, including federal agencies that awarded the funds, the DOJ OIG and/or other federal Inspectors General.
To help you understand your obligations with respect to federal government funds, we have developed training on the proper use of federal government and other funds and on disciplinary procedures for misuse of any funds, including federal grant funds. All employees are required to complete this annual training, which also includes training on this Code of Conduct and BBBSA’s Whistleblower Policy.
BBBSA will not disburse any federal funds to any subrecipient in a given calendar year unless the subrecipient’s CEO/Executive Director and Board Chair have certified, during that year, that the subrecipient is in compliance with this Code of Conduct and all applicable rules governing the use of federal grant funds.
6
Disciplinary Procedures and Penalties for Misuse of Federal Grant Funds
Just as we will not tolerate misuse of any funds entrusted to BBBSA, we will not tolerate misuse of federal government funds by an employee (including management), officer, director, subrecipient, consultant, vendor, contractor, or entity doing business with BBBSA. In addition, if you fail to disclose to our General Counsel information concerning the misuse of federal grant funds, you may be in violation of this Code of Conduct.
BBBSA will make immediate inquiries into any reported misuse of federal grant funds and will take any necessary corrective action. We will protect the identity of any employee or complainant who reports suspected misuse of federal grant funds to the full extent allowed by law and will not tolerate any retaliation against you for reporting a concern in good faith. Employees who are found to have engaged in misuse of federal grant funds will be subjected to disciplinary action, up to and including immediate termination.
Violations by a subrecipient, consultant, vendor, contractor, or entity doing business with BBBSA will result in cancellation of any agreement between the entity and BBBSA, including termination of any federal grant funding to a noncompliant subrecipient.
Conflicts of Interest
The primary principle underlying our conflict of interest policy is that employees and other interested parties must never permit their personal interests to conflict or appear to conflict with the best interests of our organization. This conflict of interest policy is designed to help you identify situations that present potential conflicts of interest and to provide BBBSA with a procedure to appropriately manage conflicts in accordance with legal requirements and BBBSA’s commitment to accountability and transparency in our operations. This policy supplements but does not replace federal and state laws governing conflicts of interest applicable to BBBSA. If you have any questions about the policy, please ask our Ethics Officer.
Interested Parties
In this policy, we call a person with a conflict of interest an “interested party.” An “interested party” is any person serving as a BBBSA officer, employee, member of the BBBSA Board of Directors, major donor to BBBSA, agent of BBBSA, or anyone else in a position of control over BBBSA who has a personal interest that conflicts with BBBSA’s interest. It includes a family member of an interested party, which is a spouse/partner, parent, spouse/partner’s parent, child or spouse/partner of child, brother, sister, or spouse/partner of a brother or sister, or anyone (other than a domestic employee) who shares such person’s home, and any organization which employs or is about to employ any of the parties listed above.
What is a Conflict of Interest?
A conflict of interest arises when someone may have to choose between what is in their best
7
interests (financial or otherwise) and what is in BBBSA’s interests, or where someone has divided loyalties. Situations or transactions arising out of a conflict of interest can result in either inappropriate financial gain to an interested party or the appearance of a lack of integrity or transparency in BBBSA’s decision-making process. Both results are damaging to BBBSA and must be avoided.
There are too many examples of real or perceived conflicts of interest but here are some common situations in which they are likely.
Financial Interests
A conflict may exist where an employee directly or indirectly benefits or profits as a result of a decision, policy, or transaction made by BBBSA. Examples include situations where:
BBBSA contracts to purchase or lease goods, services, or properties from an interested party, such as an employee’s spouse.
The interested party has a financial interest in a supplier.
Other Potential Conflicts
A conflict may exist where an interested party gets a financial or non-financial benefit or advantage that s/he would not have obtained absent his/her relationship with BBBSA. Examples include:
BBBSA offers employment to an interested party (other than a BBBSA employee).
An interested party seeks to use confidential information obtained from BBBSA for his/her own benefit (not necessarily financial) or for the benefit of another interested party.
The interested party acts as an officer, director, partner, consultant, representative, agent, or employee of a supplier.
An interested party seeks to take an opportunity from BBBSA or enables another interested person or other organization to take an opportunity from BBBSA that s/he has reason to believe would be of interest to BBBSA.
The interested party engages in outside activity that influences or appears to influence objective decisions required of employees in the performance of job responsibilities.
An individual’s personal or business activities involve unapproved disclosure of BBBSA’s proprietary information or unapproved disclosure of proprietary information that has been entrusted to BBBSA. (See Confidentiality Policy in the Employee Handbook.)
An employee, in the course of his/her normal responsibilities, deals directly with a close associate or family member who may be employed by a supplier, vendor, or customer.
Prohibition on Conflicts of Interest
Under no circumstances shall a BBBSA employee, officer, director, agent, or other interested party take part in or have an interest in the selection, award, or administration of any contract supported by a federal award if a conflict of interest, real or apparent, exists.
8
Gifts from Vendors
BBBSA does not accept or solicit gifts or gratuities from vendors or contractors that exceed a nominal value. Unsolicited items such as simple gift baskets, snack items, meals under $25.00, books, and flowers are acceptable but must be shared wherever possible amongst the staff. All other items, including, but not limited to, concert and sporting event tickets, trips, expensive meals or wine, outings, or gifts of any significance must be politely declined or returned.
The sole and limited exception to this policy is if a BBBSA employee receives an invitation to an event that presents a networking, marketing, or fund development opportunity that would benefit the organization, such as an invitation to a dinner, a cultural networking event, or networking sporting event. Any such opportunity, when offered by an existing vendor or contractor, must be vetted and approved by the General Counsel and/or CEO. This exception does not apply if a vendor or contractor is applying, under active consideration, or engaged in negotiations for a contract or procurement.
This limited exception does not apply to vendors, contractors, or parties to subcontracts that are supported by or paid from a federal grant or award. Under no circumstances will BBBSA accept gifts, favors, gratuities, or anything of monetary value from contractors or parties to subcontracts that are supported by or paid from a federal grant or award unless they are unsolicited, of very nominal value, and impractical to return.
Service with Other Organizations
An employee must not become a director or officer of any non-profit or for-profit business organization without first obtaining written approval of the CEO or the Ethics Officer. BBBSA encourages employees to participate in civic, charitable, and professional activities, but you must notify your supervisor and the Ethics Officer of any circumstances that might present a conflict of interest. Employees should not allow outside employment or participation in service or professional organizations to interfere with their job performances or require such long hours as to affect their physical or mental effectiveness.
Employment or Association with Other Organizations
An employee must not receive any compensation from any other organization without the prior approval of the CEO or his or her designee and must follow the requirements of the Outside Employment policy in Section 5 of the Employee Handbook.
Disclosure of Potential Conflicts of Interest
Employees and board members are under a continuing obligation to disclose both actual and potential conflicts of interest as soon as they are known or reasonably should be known. Annually, employees and board members will be asked to disclose any interests that could give rise to a
9
conflict of interest through the form at the back of this Code of Conduct.
Disclosure statements shall be provided to the Ethics Officer. The Ethics Officer shall file copies of all employee disclosure statements in official employee personnel files and ensure that board disclosure statements are filed in the official corporate records of BBBSA.
Procedures for Addressing Conflicts of Interest
Where a potential or actual conflict exists between an employee’s interests and the interests of BBBSA with respect to a specific proposed action, policy, or transaction, the General Counsel/Ethics Officer and/or the CEO will consider the matter and determine whether it is in the best interests of BBBSA. Where the potential or actual conflict involves the CEO or a board member, the Board of Directors shall review and address the matter. The reviewing party will consider whether the terms of the proposed action, policy, or transaction are fair and reasonable to BBBSA and whether it would be possible, with reasonable effort, to find a more advantageous arrangement with a party or entity that is not an interested party.
In all cases, decisions involving a conflict will only be made by disinterested persons, although the interested party may be asked to provide factual information and/or to answer questions.
Violations of Conflict of Interest Policy
If there is reason to believe that an interested party has failed to disclose a potential or actual conflict of interest, the General Counsel/Ethics Officer or Board of Directors, as applicable, shall inform the person of the basis for such belief and allow the person an opportunity to explain the alleged failure to disclose.
If an interested party has, in fact, failed to disclose a possible or actual conflict of interest, BBBSA or the Board of Directors, as applicable, will take appropriate disciplinary and corrective action. Violations of the Conflict of Interest Policy are cause for immediate discharge of an employee where BBBSA determines such action is appropriate.
An actual conflict of interest does not need to be present to constitute a violation. You must avoid or disclose activities that create a mere appearance of a conflict of interest as well.
Fundraising
BBBSA requires compliance with exemplary standards of corporate giving. These include being truthful, professional, and courteous in communications with donors and contributors and providing them with factually correct, current, and accurate information. BBBSA promotes genuine voluntary giving and will not tolerate solicitations made under duress or coercion. Donated resources must only be used in the manner in which they were intended, unless BBBSA transparently and accurately requests permission for a change in the planned use of the funds.
10
Some Examples of Improper Fundraising Conduct
Exaggerating a contribution by one donor to influence another donor
Using donated restricted funds to pay for expenses not related to the donor’s restricted grant without the donor’s permission
Misrepresenting BBBSA financial information to a donor
Misrepresenting outcome data to a donor
Confidential and Proprietary Information
As we do business, we develop and compile sensitive, confidential, proprietary, and personal information. This includes information about donors, volunteers, participants and their families, corporate and foundation partners, and affiliates; our own nonpublic financial information; unreleased strategies, plans, or programs; vendor negotiations, pricing, and specifications; proprietary databases and software; and personal information such as social security numbers or employer tax ID numbers, driver’s license, state ID or passport numbers, credit card and bank account numbers, and protected health information.
If you have access to sensitive information you must protect it from intentional or accidental disclosure. You must carefully restrict physical and electronic access to sensitive information and only share it with others who have an approved business need to know. For more information on handling confidential information, please refer to the “The Way We Work” section of the Employee Handbook.
Some Ways to Protect Sensitive Information
Do not use photos of Bigs, Littles, or their family members without appropriate release forms
Do not release business information that has not been made public to private individuals, organizations, or government bodies unless demanded by legal process
Do not use confidential information obtained in the course of your employment or affiliation with BBBSA for the purpose of advancing any private interest or for other personal gain
Refer all requests for information or references about present or former employees of the organization to the General Counsel for handling
Refer requests for confidential or sensitive information to the General Counsel
Refer requests for information from the media to the CEO, CFO, or General Counsel
Comply with the document retention policy in the Employee Handbook
Do not unlawfully or improperly copy or release copyrighted or trademarked material
Protect your computer passwords and keep sensitive files and materials in locked drawers
11
Political Activities and Contributions
BBBSA employees, officers, directors, or agents are not authorized to make a political contribution on behalf of BBBSA or in BBBSA’s name. This is not intended to discourage or prevent you from engaging in political activities on your own time and at your own expense. In all cases, however, you must take care to avoid the appearance of acting or speaking on BBBSA’s behalf. For example, you must not host a BBBSA event at which a political candidate is endorsed, conduct a BBBSA fundraising event for a politician, or wear a BBBSA shirt to a political fundraising event.
Government Relations
BBBSA sometimes interacts with public officials, including government employees and representatives, elected or appointed officials in foreign, federal, state and local governments, and other oversight agencies. Some of these public officials are responsible for laws, regulations, rules, policies, and grants that affect us. We must ensure that our interactions with public officials comply with the letter and the spirit of the laws, regulations, and rules that cover these interactions.
As with all of our interactions, we must be truthful, courteous, and professional in communicating with public officials, and provide them with factually correct, current, and accurate information. We will not tolerate any behavior by any representative of BBBSA that creates or contributes to any situation in which the responsibilities, judgment, or objectivity of a public official becomes compromised. This includes, but is not limited to,
Offering, promising, or giving anything of value to any public official in to assist you or BBBSA in obtaining or retaining business or to obtain any improper advantage
Disregarding rules that apply to business courtesies given to public officials
Causing a public official or other interested person to violate any law, regulation, or rule applicable to such public official or interested person
Condition of Employment
Compliance with the Code of Conduct is a condition of employment for all employees. Upon receipt of the Code of Conduct, each employee must agree to comply with the Code of Conduct by completing the attached certification.
Ethical Commitment Pledge
Each of us is responsible for creating, promoting, and maintaining a culture that supports our values and encourages ethical conduct and compliance with the law. By signing this Code of Conduct, you are making the following ethical commitment pledges.
12
Executive, Supervisor, and Manager Pledge
As an executive or supervisor, I will:
Set the tone by modelling exemplary ethical business conduct, a commitment to BBBSA’s values, and compliance with BBBSA’s policies and procedures
Foster an environment where employees feel comfortable discussing ethics issues
Promptly respond to requests for guidance and reports of misconduct, engaging necessary resources
Administer proper incentives to ensure ongoing compliance and appropriate disciplinary measures if misconduct is substantiated
Ensure that employees receive Code of Conduct training as well as training on specific laws and regulations that apply to their work
Employee Pledge
As an employee, I will:
Uphold the law
Comply with BBBSA’s values and policies and procedures
Be honest, transparent, fair, and trustworthy in all work-related activities and relationships
Report, in good faith, actual or suspected ethical misconduct
Seek clarification and guidance on ethics, compliance, and legal issues when unclear about what to do
Cooperate with company investigations by providing complete and truthful information and related documentation
Complete required training and certification of compliance with the Code of Conduct
13
Code of Conduct Annual Certification
I acknowledge that I have received and read my personal copy of Big Brothers Big Sisters of America’s Code of Conduct. I understand that I am responsible for adhering to the principles of the Code of Conduct, and I confirm that I will conduct myself in accordance with those principles.
I confirm that I am in compliance with the Code of Conduct.
Printed Name
Signature
Date
The certificate is mandatory for all BBBSA officers, employees, and members of the Board of Directors.
Please sign and date this certificate and return it to
Alais Griffin, General Counsel and Ethics Officer
14
Conflict of Interest Annual Affirmation of Compliance - Employees
I have received and carefully read the BBBSA Conflict of Interest Policy and have considered the literal expression of the policy and its intent. By signing this affirmation, I confirm that I understand and will comply with the Policy. I further understand that BBBSA is a nonprofit organization and that, in order to maintain its federal tax exemption, it must engage primarily in activities that accomplish one or more of its tax-exempt purposes without personal gain (other than by salary) by board members or staff.
Except as otherwise indicated below, I hereby state that I do not have any conflict of interest, financial or otherwise, that may be seen as competing with the interests of BBBSA, nor does any relative or associate have such a potential conflict of interest, nor shall I, any relative, or associate benefit from any action, policy, or transaction made by BBBSA in a manner that has not been previously disclosed.
If any situation should arise in the future that I think may involve me in a conflict of interest, I will make a prompt and full written disclosure of the circumstances.
I wish to disclose the following organizations for which I serve on the Board of Directors (please include any and all for-profit and non-profit organizations), as well as any other potential conflicts of interest:
Printed Name
Signature Date
Please sign and date this certificate and return it to
Alais Griffin, General Counsel and Ethics Officer
15
Conflict of Interest Annual Affirmation of Compliance - Board of Directors
I have received and carefully read the BBBSA Conflict of Interest Policy and have considered the literal expression of the policy and its intent. By signing this affirmation, I confirm that I understand and will comply with the Policy. I further understand that BBBSA is a nonprofit organization and that, in order to maintain its federal tax exemption, it must engage primarily in activities that accomplish one or more of its tax-exempt purposes without personal gain (other than by salary) by board members or staff.
I further understand that where a potential conflict exists between the interests of BBBSA and a board member with respect to a proposed action, policy or transaction, the Board of Directors shall consider the matter during a board meeting at which there is a quorum.
I understand that approval by the disinterested members of the Board of Directors shall be by vote of a majority of directors in attendance. An interested party shall not be counted for purposes of determining a quorum or for determining what constitutes a majority vote. Meeting minutes will reflect that a conflict disclosure was made to the board, the vote taken and, where applicable, the abstention from voting and participation by the interested party. Whenever possible, the minutes should frame the decision of the board in such a way that it provides guidance for consideration of future conflict of interest situations.
Except as otherwise indicated below, I hereby state that I do not have any conflict of interest, financial or otherwise, that may be seen as competing with the interests of BBBSA, nor does any relative or associate have such a potential conflict of interest, nor shall I, any relative, or associate benefit from any action, policy, or transaction made by BBBSA in a manner that has not been previously disclosed.
If any situation arises in the future that I think may involve me in a conflict of interest, I will make a prompt and full written disclosure of the circumstances.
Printed Name
Signature Date
Please sign and date this certificate and return it to Alais Griffin, General Counsel and Ethics Officer: [email protected]
16
Appendix 1 – Whistleblower Policy
General
All BBBSA directors, officers, and employees must comply with the Code of Conduct, the handbook, and all BBBSA policies and procedures in the conduct of their duties and responsibilities. As BBBSA directors, officers, and employees, we must act in an ethical manner in fulfilling our responsibilities, and comply with all applicable laws and regulations.
Reporting Responsibility
It is the responsibility of all directors, officers, and employees to report violations or suspected violations of our Code of Conduct or our policies and procedures or actual or suspected illegal or unethical behavior in accordance with this Whistleblower Policy. Such reports must be made in good faith. Violations may include, but are not limited to, deliberate violation of a law, rule, statute, or regulation; misuse of funds; discrimination or harassment; hostile work environment; noncompliance with federal grant requirements; falsification of contracts, reports, or records; conflict of interest; unauthorized disclosure of confidential information; use of donor funds not as donors directed; intentional misstatement of business and financial transactions; and other violation of policy.
No Retaliation
This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns within the organization prior to seeking resolution outside the organization.
No individual who in good faith reports a violation of the Code of Conduct or other suspected unethical or unlawful behavior, serves as a witness, or otherwise participates in the investigation regarding the suspected unethical or unlawful behavior, shall suffer harassment, retaliation or an adverse employment consequence. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment, and any other penalties as determined by law. Violations of this policy can negate severance agreements.
Reporting Violations
We have an open door policy. We suggest that employees share their questions, concerns, suggestions or complaints with someone in the organization who can address them properly. In most cases, an employee’s supervisor is in the best position to address an area of concern.
For various reasons, however, an employee may not be comfortable speaking with his/her supervisor or may not be satisfied with the supervisor’s response. In such cases, the employee is encouraged to speak with the Ethics Officer or anyone in management whom he or she is comfortable in approaching. Supervisors are required to report suspected violations of our Code of Conduct or our policies and procedures or suspected illegal or unethical behavior to HR/the
17
COO and the General Counsel/Ethics Officer, who have specific and exclusive responsibility to investigate all reported violations. For suspected fraud, employees should contact HR/the COO, the General Counsel/Ethics Officer, the CFO, or the CEO directly. While we encourage employees to use the avenues available within the organization to raise serious concerns, we realize that there may be occasions in which an employee prefers to use outside reporting. Any employee who wants to remain anonymous and report suspicions of violations of the Code of Conduct or our policies and procedures or suspected illegal or unethical behavior may contact EthicsPoint, a third-party provider of confidential, anonymous reporting services. To report a suspected violation to EthicsPoint, call 800-963-5541 or go to www.ethicspoint.com and select BBBSA. If you are not entirely satisfied with how your report has been handled, please contact the General Counsel/Ethics Officer or CEO so that s/he can look into your concerns immediately. Your appeal should be in writing to help ensure clarity. While we encourage you to be detailed, it is sufficient to say “I wish to appeal my complaint of suspected illegal/unethical behavior.” You may also appeal by using the ethics hotline.
Investigations and Compliance
The General Counsel, who also serves as our Ethics Officer, will ensure compliance and is responsible for investigating and resolving all reported complaints and allegations concerning violations of our Code of Conduct or our policies and procedures or suspected illegal or unethical behavior. The General Counsel shall advise the CEO.
Upon receipt of a report of suspected unethical or unlawful behavior, BBBSA will conduct a prompt and fair investigation. The allegations reported will be disclosed only to the extent necessary to conduct the investigation/take corrective action. BBBSA will then take corrective action with respect to any employee or non-employee who has engaged in illegal, unethical, and/or inappropriate behavior, including discipline up to and including termination of the employment or other relationship. As stated above, the organization will not tolerate any unlawful retaliation against anyone who makes a good-faith complaint, serves as a witness, or otherwise participates in the investigation.
Accounting and Auditing Matters
The Chair of the Audit Committee, or his/her Board designee, shall address all reported concerns or complaints regarding accounting practices, internal controls, or auditing. Unless it is inappropriate for any reason, the General Counsel/Ethics Officer and the CEO shall work with the Committee Chair until the matter is resolved.
If you believe that any employee of the organization or any other individual or entity performing work for or with the organization has engaged in illegal, unethical, or improper activity with regard to the securities laws, accounting standards, accounting controls, or auditing practices, immediately contact the General Counsel/Ethics Officer, the CEO, or report it through EthicsPoint.
18
Acting in Good Faith
Anyone filing a complaint on a violation or suspected violation of our Code of Conduct or our policies and procedures or suspected illegal or unethical behavior must be acting in good faith and have reasonable grounds for believing the disclosed information is a violation. Any allegations that prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
Confidentiality of Your Identity
Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
