Safe Disclosure Policy
Policy Name: SAFE DISCLOSURE POLICY
Policy Number: GOV21-02
Policy Co-Sponsor: GOVERNANCE COMMITTEE
Policy Co-Sponsor: FINANCE & AUDIT COMMITTEE
Approving Authority: ACHF BOARD OF DIRECTORS
Approval Date: JUNE 24, 2021
The Alberta Children’s Hospital Foundation (the Foundation) is committed to the highest ethical and professional standards reflective of our ICARE values of integrity, collaboration, authenticity, respect, and excellence. In line with that commitment, we expect employees, volunteers, contractors, and others representing the Foundation to come forward when they have serious concerns about any aspect of the Foundation’s work, or suspect misconduct or impropriety.
Employees are often the first to recognize that there may be something seriously wrong within the Foundation; however, they may decide not to express their concerns because they feel that speaking up would be disloyal to their colleagues or the Foundation. Employees may also fear retaliation or harassment making it easier to ignore the concern rather than report their suspicion in these circumstances.
This Policy sets out the process for employees to report misconduct, suspected misconduct or impropriety and makes it clear that, anyone who makes a report in good faith, can do so without fear of retaliation, harassment, subsequent discrimination or disadvantage. This Policy is intended to encourage and enable employees to raise serious concerns regarding conduct within the Foundation, encouraging a culture of openness, and providing a process for voicing their concerns, rather than overlooking a problem or seeking resolution of the problem outside the Foundation.
In accordance with this Policy, suspected wrongdoing by the Foundation, any of its employees, or by any of its stakeholders, which is identified and reported to the Foundation, will be taken seriously and dealt with quickly, thoroughly investigated and remedied. The Foundation will further examine the means of ensuring that such wrongdoing can be prevented in future.
A whistleblowing or safe disclosure reporting mechanism invites all employees, volunteers, contractors, and others representing the Foundation to act responsibly to uphold the reputation of the organization and maintain public confidence. This Policy aims to ensure that serious concerns are properly raised and addressed within the Foundation and are recognized as a key tool in enabling the delivery of good governance practices.
What is Whistleblowing?
Employees are usually the first to know when something is going seriously wrong. A culture of turning a “blind eye” to such problems means that the alarm is not sounded and those in leadership positions do not get the chance to take action before real damage is done. Whistleblowing can therefore be described as giving information about potentially illegal and/or underhanded practices, also referred to as ‘wrongdoing’.
What is wrongdoing?
Wrongdoing involves any unlawful or illegal behaviour and can include:
- An unlawful act whether civil or criminal;
- Breach of the Foundation’s Code of Conduct;
- Breach of or failure to implement or comply with any approved Foundation policy;
- Failure to comply with federal or provincial laws or regulations;
- Unprofessional conduct or conduct below recognized, established standards of practice;
- Questionable accounting or auditing practices, including providing false or misleading information, or withholding material information on financial statements, tax returns, or other public documents;
- Misappropriation or misuse of Foundation resources such as funds or assets;
- Dangerous practice likely to cause physical harm / damage to any person / property;
- Any type of harassment;
- Failure to rectify or take reasonable steps to report a matter likely to give rise to a significant and avoidable cost or loss to the Foundation;
- Unauthorized alteration or manipulation of electronic records;
- Abuse of power or authority for any unauthorized or ulterior purpose, including for personal benefit or advantage; and
- Unfair discrimination in the course of the employment or provision of services.
This list is not definitive but is intended to give an indication of the kind of conduct which might be considered as “wrongdoing”.
Who is protected?
This Policy is set in the context of the statutory provisions of the Canadian Securities Association (CSA) Multilateral Instrument 52-110 and the U.S. Sarbanes-Oxley Act Section 806. Any employee or volunteer who makes a disclosure or raises a concern (referred to herein as the “Complainant”) under this Policy will be protected if they:
- Disclose the information in good faith;
- Believe it to be substantially true;
- Do not act maliciously or make false allegations; and
- Do not seek any personal or financial gain.
Who should you contact?
Anyone with a complaint or concern about wrongdoing within the Foundation should contact the Foundation’s third-party service provider, IntegrityCounts:
Your submission can be given anonymously and should outline as clearly as possible, information regarding the activity thought to be improper, including dates, if known, the person(s) involved and any other information that would be useful in an investigation of the allegation(s).
How will IntegrityCounts respond?
Integrity Counts will prepare and submit a copy of the report of the complaint or concern to the Chair of the Finance & Audit Committee of the Board of Directors (F&A Chair). Notwithstanding the foregoing, in the event the Chair of the Finance & Audit Committee is implicated, the report will be forwarded only to the Foundation’s Board Chair. In addition, in the case of a complaint concerning questionable accounting, auditing or disclosure matters or controls or similar matters relating to the Foundation’s books and records that involves accounting, internal accounting controls or auditing matters, the report will also be forwarded to the Board Chair.
What happens after the report has been provided to the F&A Chair or Board Chair?
The F&A Chair or Board Chair, as applicable, shall determine who shall be responsible to investigate the allegation. In making such determination, the F&A Chair or Board Chair, as applicable, may consult with CEO and COO (Privacy Officer), or only CEO if appropriate.
The person who is responsible for investigating the allegation is known as the “Responsible Officer” and would be appointed by the F&A Chair or Board Chair, as applicable. In no case will the person against whom the complaint is made, be the Responsible Officer.
What happens after it has been assigned to a Responsible Officer?
After reviewing the allegation(s), the Responsible Officer shall decide within fifteen (15) working days whether further action is warranted. There are three possible conclusions that can result from the review.
- It may be decided that no further action is warranted.
- It may be decided that further action is warranted and in such case either an internal review process will be conducted, or an outside investigator (“Investigator”) will be appointed to carry out the review. The Investigator shall have the freedom to carry out the investigation as she/he sees fit and will receive the support necessary from the Foundation and its staff to carry it out. The Investigator shall file a report as soon as possible, but no later than 30 days after the start of the investigation. In unusual cases, the Investigator may apply for an extension of up to 30 days.
- The third finding could be that the report is malicious and not made in good faith. In such case, an internal or external investigator shall be appointed to carry out a review.
Once a conclusion has been reached, the Responsible Officer will notify the F&A Chair of the conclusion and the reasons for such conclusion. The Complainant will also be notified as to the conclusion reached and, subject to any legal constraints, the reasons for such conclusion.
Concerns will be investigated as quickly as possible; the seriousness and complexity of any complaint may have an impact upon the time taken to investigate.
PREVENTION OF RETALIATION, DISCRIMINATION OR HARRASSMENT
All reasonable steps consistent with the law and the rights of the Respondent shall be taken by the Responsible Officer, Investigator or other officer or body charged with investigating a report of Improper Activity, to protect the position, reputation, privacy and confidentiality of the Complainant person who has made a good faith report of improper activity or wrongdoing.
The Foundation will not tolerate an attempt on the part of anyone to apply any sanction or detriment to any person who has reported to the Foundation in good faith, a serious and genuine concern that they may have concerning an apparent wrongdoing.
CONFIDENTIALITY AND ANONYMITY
The Foundation will respect the confidentiality of any whistleblowing complaint received by the Foundation where the complainant requests that confidentiality. However, it must be appreciated that it will be easier to follow up and to verify complaints if the complainant is prepared to give his or her name. In the event that anonymity is requested, the person will be given a case number and a time or times when he or she can call back or login for updates on the investigation of his or her complaint.
FALSE AND MALICIOUS ALLEGATIONS
The Foundation is proud of its reputation with the highest professional and ethical standards. It will therefore ensure that substantial and adequate resources are put into investigating any complaint which it receives. It is important to realize that the Foundation will view very seriously any allegations which prove not to be substantiated or which prove to have been made maliciously, knowing them to be false.
The Foundation will regard the making of any deliberately false or malicious allegations by any employee of the Foundation as a serious disciplinary offence that may result in disciplinary action, up to and including dismissal for cause.
ANNUAL REPORT OF IMPROPER ACTIVITIES
Once per year, the F&A Chair shall make a report to the Foundation Board of Directors that includes: (i) the number of reports filed by complainants; (ii) the number of reports investigated; (iii) the findings of investigations conducted pursuant to a report; (iv) any action taken pursuant to an investigation.
CHANGES IN POLICY
This Policy replaces and supersedes GOV11-03 Safe Disclosure Policy, and any prior policy that may have been issued on this subject matter.
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