We are required to observe high standards of business and personal ethics in the conduct of our duties and responsibilities. AIP Foundation (“AIPF”) expects staff members and volunteers to comply with all applicable laws and regulatory requirements, accounting standards, accounting internal controls, audit practices and AIP policies. If you, in good faith, suspect another person affiliated with the foundation has engaged in questionable conduct involving financial improprieties, misuse of AIPF’s assets, conflicts of interest, or any other action that is illegal, fraudulent or in violation of AIP policies or detrimental to the interests of AIP, you have a responsibility to report it. 

Effective Date: April 20, 2022

Purpose

AIP Foundation requires members of the AIPF Board of Trustees (henceforth, “trustees”), officers, employees, and volunteers to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. The Corporation expects all trustees, officers, employees, and volunteers to comply with all applicable laws and regulatory requirements, accounting standards, accounting controls, audit practices and AIPF policies. This policy establishes a framework for managing and responding to compliance issues. 

Questionable Conduct to be Reported

If a trustee, officer, employee, or volunteer of AIPF (a “Covered Person”), in good faith, suspects an employee or any other person affiliated with AIPF has engaged in questionable conduct involving financial improprieties, misuse of AIPF’s assets, conflicts of interest, or any other action that is illegal, fraudulent or in violation of AIPF policies or detrimental to the interests of AIPF, he or she should report it. This misconduct may, for example, include outright theft (of equipment or cash), fraudulent expense reports, misstatements of any accounts to a manager or to AIPF’s auditors, or a conflict of interest that could result in financial harm or public discredit to AIPF. 

Reporting Procedure

If a Covered Person suspects that a trustee, officer, employee, 25 volunteer or other person affiliated with AIPF has engaged in conduct described above, the 26 Covered Person may report it either confidentially or anonymously. 

A Covered Person may make a report anonymously or confidentially through the American Institute of Physics (AIP) portal provided by NAVEX, a system managed by a third party. Reports can be filed at AIP.ethicspoint.com or by calling 844-800-0967. Reports relating to human resource or management policies will generally be directed to the AIP Chief Talent and Culture Officer unless that individual is the subject of the report. All other reports will generally be directed to the Chair of the AIPF Audit and Finance Committee unless such individual is the subject of the report. Through the NAVEX system, a Covered Person may choose to check their report for feedback or questions. If a Covered Person chooses not to check their report or respond to questions, that decision may hinder AIP and AIPF’s ability to fully investigate the matter, or to provide the reporting Covered Person with additional information about the investigation, but the report will be carefully investigated, nonetheless. Complaints should include as much detailed information as possible. 

Alternatively, a Covered Person may make a confidential (but not an anonymous) report to the Chair of the Board, the Chair of the AIPF Audit and Finance Committee, the AIP CEO, the AIPF Executive Director, the AIP Chief Talent and Culture Officer, or any other officer or trustee of AIPF. When a complaint is submitted in writing, the Covered Person should include whatever documentation is available to support the complaint. For reports relating to human resource or management policies, the recipient of the report will promptly notify the AIP Chief Talent and Culture Officer or the AIP CEO if the AIP Chief Talent and Culture Officer is the subject of the report. For all other matters, the recipient of the report will promptly notify the AIPF Audit and Finance Committee Chair. Reports may also be made directly to AIPF’s financial auditors in addition to the individuals described in the previous sentence. If the AIP Chief Talent and Culture Officer or the Chair of the AIPF Audit and Finance Committee is involved in the report, the AIP CEO or the trustee that receives the report will take on the responsibilities assigned to the AIP Chief Talent and Culture Officer or the Chair of the AIPF Audit and Finance Committee in the steps that follow. Under no circumstances will an individual who is the subject of a report have access to the report. 

Regardless of whether the report is made through NAVEX or directly to an individual at AIPF, the AIP Chief Talent and Culture Officer is responsible for ensuring that every credible complaint regarding talent and culture or management policies receives appropriate consideration and, where warranted, is investigated. At each AIPF Audit and Finance Committee meeting the AIP Chief Talent and Culture Officer will provide information on all complaints received since the last report to the Committee, including a general description of complaints received, the status of investigations, and the resolution of complaints. 

The Chair of the AIPF Audit and Finance Committee is responsible for ensuring that all other credible complaints, whether made through NAVEX or directly, receive appropriate consideration and, where warranted, are investigated, and reported to the AIPF Audit and Finance Committee. Subject to the confidentiality qualifications noted above, credible reports of improprieties in accounting, auditing, or other internal control systems and credit reports involving a material financial liability for the organization will be reported to the AIPF Audit and Finance Committee, together with the results of any investigation and corrective actions taken by management. 

Trustees who are employees of AIPF may not participate in any Board or committee deliberations or voting related to the administration of this whistleblower policy. In addition, a person who is the subject of a whistleblower complaint may not be present at or participate in Board or committee deliberations or vote on any matter relating to the complaint; provided, that nothing in the foregoing will prohibit the Board or committee from requesting that a person who is the subject of a whistleblower complaint present information as background or answer questions at a Board or committee meeting prior to the commencement of deliberations or voting relating to the complaint. 

Protection from Retaliation

AIPF does not tolerate any form of retaliation against Covered Persons who act in conformance with this policy. No Covered Person who in good faith reports any action or suspected action taken by or within AIPF that is illegal, fraudulent or in violation of any adopted policy of AIPF shall suffer intimidation, harassment, discrimination, or other retaliation or, in the case of employees, adverse employment consequence. Those who provide truthful information or otherwise assist in an investigation regarding such matters are also so protected. 

If the AIPF Audit and Finance Committee concludes that a complainant has made false allegations that are made in bad faith or with a view to personal gain, the complainant may be subject to disciplinary action. If a Covered Person is uncertain as to whether a complaint is within the scope of this policy, he or she should seek advice from the Chair of the AIPF Audit and Finance Committee, AIP Chief Talent and Culture Officer, or from the AIP CEO if the Chair of the AIPF Audit and Finance Committee or AIP Chief Talent and Culture Officer is the subject of the complaint. Complaints filed under specific laws that provide protections against retaliation must follow the procedures, if any, required by these laws in addition to the procedures set forth in this policy. 

If a Covered Person believes that he or she has been subjected to retaliation for acting under this policy, the Covered Person should immediately report it through NAVEX at AIP.ethicspoint.com or by calling 844-800-0967, or to the Chair of the AIPF Audit and Finance Committee. If the Covered Person believes that the subject of the report involves the Chair of the AIPF Audit and Finance Committee, the Covered Person should report the alleged retaliation through NAVEX. Reports of retaliation will be investigated promptly in a manner intended to protect confidentiality, consistent with a full and fair investigation. The Covered Person will be notified of the results of the investigation. 

Any trustee, officer, or employee who engages in such retaliation is subject to discipline, up to and including termination, and such other corrective actions management or the Board determines are appropriate. 

Reporting and Retention of Records of Complaints and Investigations

The AIPF Audit and Finance Committee will maintain a log of all complaints, tracking their receipt, investigation, and resolution, and the Chair of the AIPF Audit and Finance Committee will prepare an annual summary report thereof for the Board of Trustees. 

Distribution of this Policy

This policy shall be distributed to all trustees, officers, employees and volunteers who provide substantial services to AIPF. 

Contacts

AIPF Audit and Finance Committee Chair
Eric Furst, furst@udel.edu

AIPF Finance Auditors
BDO - Merci Bowie, Engagement Director, mbowie@bdo.com  

AIPF Legal Counsel
Steptoe & Johnson LLP: Elinor Ramey, Partner eramey@steptoe.com  

AIP Chief Talent and Culture Officer – Interim
Angeli Elliott, aelliott@aip.org  

AIP CEO
Michael H. Moloney, mmoloney@aip.org