Thurgood Marshall College Fund (the “Organization”) is committed to maintaining compliance with all laws, regulations, and Organization policies that apply to the Organization’s activities. The support of all persons involved in the Organization’s activities is essential to our maintaining compliance with such laws, regulations, and Organization policies. There are times when such support merely consists of questioning, in good faith, whether a policy, practice, or other activity might be a violation of law or policy. There are even occasions in which a concerned person might feel it necessary, in good faith, to go beyond mere questioning and file a complaint about an activity.We recognize that in order to meet this commitment, the Board and the Executive Committee of the Board must have open and effective channels of communication with employees and other individuals who otherwise might be reluctant to report concerns about questionable conduct. To promote the free flow of information, encourage proper individual conduct and make the Board aware of potential problems before they have serious consequences, the Board has adopted procedures for receiving and handling complaints from individuals. Therefore, to bring problems to the attention of the Organization for prompt investigation and resolution, if any employee, volunteer, board member, or other person involved in the Organization’s activities believes, in good faith, that some practice or activity is being conducted in violation of federal or state law or Organization policy or otherwise constitutes an improper financial or employment practice, that person is encouraged to file a written complaint. Any person who, in good faith, submits such a written complaint will be protected from retaliation by the Organization for having filed such a complaint.
The following procedures apply to the receipt, retention and treatment of complaints by individuals regarding possible violations of federal, state or local laws and regulations, including questionable conduct in connection with our accounting, internal accounting controls and the auditing of our financial statements and possible violations of our code of ethics. These matters are referred to below as a “Possible Violation.”
Procedures for Reporting Complaints
Individuals with concerns regarding a Possible Violation may report their concerns to the Executive Committee of the Board. An individual may forward concerns on a confidential and/or anonymous basis to the Executive Committee of the Board by submitting them in writing in a sealed envelope addressed and delivered to the Chair of the Executive Committee of the Board, labeled prominently “Confidential: To be opened by the Executive Committee of the Board only.” The address of the Chair of the Executive Committee of the Board will be posted (along with a copy of this Policy) on the bulletin board we provide for announcements and communications or will be posted on our intranet. If the individual would like to discuss his or her concerns with the Executive Committee of the Board, the individual should provide his or her telephone number or address so that the Executive Committee of the Board can follow up with the individual if the Committee believes it would be appropriate to do so.
Scope of Matters Covered by These Procedures
These procedures apply to complaints relating to any Possible Violations, including, but not limited to, the following: violation of federal, state or local statutes or regulations of any federal, state or local agency; fraud or deliberate error in the preparation, evaluation, review or audit of any of our financial statements; fraud or deliberate error in the recording and maintaining of our financial records; deficiencies in or noncompliance with our internal accounting controls; misrepresentation or false statement to or by any of our employees or by our independent auditors regarding a matter contained in our financial records, financial reports or audit reports; violation of our code of ethics;
Treatment of Complaints
Upon receipt of a complaint, the General Counsel of the Board will (i) determine whether the complaint actually pertains to a Possible Violation and (ii) when practicable, acknowledge receipt of the complaint to the sender. The General Counsel of the Board will promptly notify the Executive Committee of the Board of the receipt of any complaint pertaining to a Possible Violation. The Executive Committee of the Board will oversee the review of any complaint relating to a Possible Violation. The review of the complaint may be conducted by such person or persons as the Executive Committee of the Board determines to be appropriate, including legal counsel engaged by the Executive Commit tee of the Board after consulting with the Board of Directors and/or the Executive Committee of the Board of Directors. The Executive Committee of the Board and any person conducting a review of the complaint at the direction of the Executive Committee of the Board will maintain the confidentiality of a complaint to the fullest extent reasonably possible, consistent with the need to conduct an adequate review. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Executive Committee of the Board.
We will not discharge, demote, suspend, threaten, harass or in any manner retaliate or discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of complaints regarding a Possible Violation or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002 (as though such section were applicable to us).
Reporting and Retention of Complaints and Investigations
The General Counsel of the Board will maintain a log of all complaints received by him or her, tracking their receipt, investigation and resolution, and shall prepare a periodic report summarizing the complaints for submission by the Executive Committee of the Board to the Board of Directors. The General Counsel of the Board will maintain copies of complaints and such log for a reasonable time or for any period prescribed by our document retention policy but in no event for less than five years.