Open Door Policy for Reporting Misconduct and Concerns
Policy for Reporting Misconduct and Concerns
The Gordon and Betty Moore Foundation is committed to full compliance with all applicable laws and regulations by our employees and agents. The Foundation also does not tolerate unethical activities or any conduct in violation of our policies. Each employee is required to promptly report any activities which he/she reasonably believes, in good faith, constitute unlawful conduct, or activities that are in violation of Foundation policies. In addition, employees are encouraged to report any issues, concerns or activities that he/she believes in good faith are unethical, suspect, questionable or may be contrary to Foundation policies, practices or operations. This policy covers conduct and activities which an employee believes are directed at himself/herself or at others. Accordingly, the Foundation has established procedures for (i) reporting by employees of suspected violations or other concerns, and (ii) the receipt, investigation, and treatment of these reports.
Procedures for Making Reports
Reports under this Policy may, at the employee’s option, be reported using any of the following channels:
- If an employee wishes to remain anonymous, a report may be made to Bobbi Lambert, PhD., Principal, Confidante, Inc., at 415-898-2025.
- If an employee does not wish to remain anonymous, a report may be made to any of the following:
Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate investigation. In the course of any investigation, the Foundation may find it necessary to share information with others on a “need to know” basis.
Employees are to report their concerns using one or more of the channels specified above. The procedures set forth in this Policy are specifically designed so that an employee can bypass a supervisor he/she believes is engaged in improper conduct. All reports, but particularly those that are anonymous, should be factual rather than speculative or conclusory, and should contain as much specific information as possible so that the Compliance Officer, and any other persons assigned to investigate the report, are able to adequately assess the nature, extent and urgency of the allegations, and to conduct a thorough investigation. If an anonymous complaint cannot be properly investigated because insufficient information has been provided, the Compliance Officer will have no option but to close the matter. Therefore, it is critical that reports are as factual and specific as possible.
All reports will be reviewed by the Compliance Officer, and will be investigated in accordance with the procedures described below.
Policy for Receiving and Investigating Reports
- Upon receipt of a report, the Compliance Officer will determine whether the information provided is sufficient to warrant an investigation.
- Anonymous reports made to the Foundation’s external consultant, Bobbi Lambert, PhD., Principal, Confidante, Inc., will be forwarded to the Compliance Officer for investigation.
- For reports involving accounting, internal accounting controls, and/or auditing concerns, the Compliance Officer will promptly notify the General Counsel and the Chair of the Audit Committee. The General Counsel and Chair of the Audit Committee will, to the extent they deem appropriate, appoint one or more internal and/or external investigators to promptly and fully investigate such reports. If the report presents a conflict for the General Counsel, the Chair of the Audit Committee will have sole responsibility for determining the appropriate investigation approach.
- Reports that do not involve accounting, internal accounting controls, or auditing concerns will be investigated by or under the supervision of the Compliance Officer, who may, to the extent he/she deems appropriate, appoint one or more internal and/or external investigators to promptly and fully investigate such reports.
- If the Compliance Officer has a conflict of interest or is unable to investigate a report for any reason, the Compliance Officer must refer the matter to the Chair of the Audit Committee for determination on how to proceed with the investigation.
- The Chair of the Audit Committee may retain and consult with outside counsel as needed to perform his/her duties under this Policy.
- The Compliance Officer will provide a report to the Chair of the Audit Committee on activity under the Policy on a semi-annual basis, or more frequently as necessary under this Policy.
- The Chair of the Audit Committee will provide an annual report to the Board on activity under the Policy, except where there is a complaint of activity or behaviors posing a significant threat to the Foundation’s purpose, financial status or reputation, in which case the Chair of the Audit Committee must report promptly to the Board after an initial investigation is conducted.
- The Compliance Officer will confidentially inform the reporting employee (if his/her identity is known) that the report has been received and, to the extent appropriate, provide him/her with the name of, and contact information for, the investigator assigned to the report.
- If the investigation confirms that a violation has occurred, the Foundation will take appropriate corrective action, which may include disciplinary action, up to and including the termination of employment of any person(s) involved in the violation, as well as any other appropriate remedial action.
Policy of Non-Retaliation
The Foundation is committed to protecting our employees from unlawful discrimination or retaliation as a result of their reporting information regarding, or their participation in investigations involving, allegations of improper, unethical or suspect conduct or suspected violations of the applicable law or regulation of any jurisdiction, foreign or domestic, where the Foundation conducts its activities, or of Foundation policies, by any Foundation employee or agent. Specifically, our policy is designed to prevent employees from being subject to disciplinary or retaliatory action by the Foundation because the employee has, in good faith:
- disclosed information to a representative of the Foundation where the employee has a reasonable belief that the information demonstrates a violation or possible violation of applicable law or regulation, or of Foundation policies;
- made a report, or disclosed information, to a representative of the Foundation regarding any activity or conduct that is suspect, questionable or may be contrary to any law or Foundation policy, practice or operations;
- provided information in connection with a governmental, regulatory or law enforcement investigation or proceeding filed or about to be filed, or otherwise assisted in any such investigation or proceeding, regarding any conduct that the employee reasonably believes involves a violation or possible violation of applicable law or regulation;
- reported to a representative of the Foundation suspected conflicts of interest, self-dealing, unethical behavior, or concerns about the integrity or effectiveness of the Foundation’s internal controls, auditing function or accounting systems; or
- reported to a representative of the Foundation or a governmental agency unlawful harassment or discrimination.
If any employee believes that he/she has been subject to any discrimination or retaliation or other adverse action by the Foundation or its agents for making a report in accordance with this Policy, he/she should report such discrimination or retaliation to the General Counsel. If it is determined that an employee has experienced any improper employment action in violation of this Policy, the Foundation will take appropriate corrective action.
Any employee who willfully files a false report, or who provides evidence which is known by the employee to be false or as to which the employee has no reasonable basis for believing the information to be true, will not be protected by this Policy, and may be subject to disciplinary action, up to and including termination of employment.
The Foundation has designated the Foundation’s Chief Compliance Officer as the person responsible for administering this Policy (the “Compliance Officer”). To the extent a report alleges misconduct by the Chief Compliance Officer or the General Counsel, the President will designate a replacement Compliance Officer for purposes of this Policy.
Retention of Reports
The Compliance Officer will maintain a log of all reports, tracking their receipt, investigation and resolution (the “Compliance Log”). The Compliance Log, and all documents obtained or created in connection with any investigation, will be retained for a period of three years. Access to the Compliance Log, and to any materials relating to any investigation, will be limited to those individuals within the Foundation who have a need to know, and to any outside investigators, attorneys, accountants, or other persons who have a need to know this information in order to assist the Foundation.
Updated and approved 5/16/14