AMERICAN INSTITUTE OF PHYSICS INCORPORATED POLICY ON PROTECTION OF INDIVIDUALS WHO REPORT FINANCIAL IMPROPRIETIES OR OTHER MISCONDUCT
EFFECTIVE DATE: JANUARY 27, 2015
Amended June 9, 2017, 20 June 2019, and 20 November 2020
Purpose. American Institute of Physics Incorporated (“AIP”) requires members of the AIP Board of Directors (henceforth, “directors”), 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 directors, officers, employees and volunteers to comply with all applicable laws and regulatory requirements, accounting standards, accounting controls, audit practices, and AIP policies. This policy establishes a framework for managing and responding to compliance issues.
Questionable Conduct to be Reported
If a director, officer, employee or volunteer of AIP (a “Covered Person”), in good faith, suspects an employee or any other person affiliated with AIP has engaged in questionable conduct involving financial improprieties, misuse of AIP’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, 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 AIP’s auditors, or a conflict of interest that could result in financial harm or public discredit to AIP.
If a Covered Person suspects that a director, officer, employee, volunteer or other person affiliated with AIP has engaged in conduct described above, the Covered Person may report it either confidentially or anonymously.
A Covered Person may make a report anonymously or confidentially through the 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 Chief Human Resource Officer unless that individual is the subject of the report. All other reports will generally be directed to the Chair of the Audit 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’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 detailed information as possible.
Alternatively, a Covered Person may make a confidential (but not an anonymous) report to the Chair of the Board, the Corporate Secretary, the Chair of the Audit Committee, the CEO, the Chief Human Resource Officer, or any other officer or director of AIP. 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 Chief Human Resource Officer or the CEO if the Chief Human Resource Officer is the subject of the report. For all other matters, the recipient of the report will promptly notify the Chair of the Audit Committee or the Corporate Secretary if the report involves the Chair of the Audit Committee. Reports may also be made directly to AIP’s financial auditors in addition to the individuals described in the previous sentence. If the Chief Human Resource Officer or the Chair of the Audit Committee is involved in the report, the CEO, Corporate Secretary or the director that receives the report will take on the responsibilities assigned to the Chief Human Resource Officer or the Chair of the Audit 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 AIP, the Chief Human Resource Officer is responsible for insuring that every credible complaint regarding human resource or management policies receives appropriate consideration and, where warranted, is investigated. At each Audit Committee meeting the Chief Human Resource 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 Audit Committee is responsible for insuring that all other credible complaints, whether made through NAVEX or directly, receive appropriate consideration and, where warranted, are investigated. 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 Audit Committee, together with the results of any investigation and corrective actions taken by management.
Directors who are employees of AIP 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
AIP does not tolerate any form of retaliation against Covered Persons who take action in conformance with this policy. No Covered Person who in good faith reports any action or suspected action taken by or within AIP that is illegal, fraudulent or in violation of any adopted policy of AIP 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 Audit 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 Audit Committee, Chief Human Resource Officer, or from the Corporate Secretary if the Chair of the Audit Committee or Chief Human Resource 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 taking action 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 Audit Committee. If the Covered Person believes that the subject of the report involves the Chair of the Audit Committee, the Covered Person should report the alleged retaliation through NAVEX or to the Corporate Secretary. 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 director, 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 Audit Committee will maintain a log of all complaints, tracking their receipt, investigation, and resolution, and the Chair of the Audit Committee will prepare an annual summary report thereof for the Board of Directors.
Distribution of this Policy
This policy shall be distributed to all directors, officers, employees and volunteers who provide substantial services to AIP.