2008-11-18 Audit Committee Minutes

Employee Protection (Whistleblower) Agreement

If any employee reasonably believes that some policy, practice, or activity of The Pacifica Foundation (Foundation) is in violation of law, that employee must file a written complaint with the Director Of Human Resources, Executive Director or the Chair of the Audit Committee.   In signing this Policy, the employee does not waive any rights under law.

It is the intent of the Foundation to adhere to all laws and regulations that apply to the organization and the underlying purpose of this policy is to support the organization’s goal of legal compliance. The support of all employees is necessary to achieving compliance with various laws and regulations. An employee is protected from retaliation if the employee brings the alleged unlawful activity, policy, or practice to the attention of the Foundation and provides the Foundation with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is available to employees that comply with this requirement.  

The Foundation will not retaliate against an employee who in good faith, has made a protest or raised a complaint against some practice of the Foundation, or of another individual or entity with whom the Foundation has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.  The Foundation will not retaliate against employees who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of the Foundation that the employee reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate or public policy concerning the health, safety, welfare, or protection of the environment.

My signature below indicates my receipt and understanding of this policy. I also verify that I have been provided with an opportunity to ask questions about the policy.



_________________________________________ _____________
Employee Signature                                               Date

The Pacifica Foundation Whistleblower Policy

General

The Pacifica Foundation (Foundation) Code of Conduct (hereinafter referred to as the Code) requires directors, board members, paid and un-paid employees/volunteers to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. Employees and representatives of the organization must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations.

The objectives of the Foundation Whistleblower Policy are to establish policies and procedures for:

    * The submission of concerns regarding questionable accounting or audit matters by paid and un-paid employees, directors, officers, and other stakeholders of the organization, on a confidential and anonymous basis.

    * The receipt, retention, and treatment of complaints received by the organization regarding accounting, internal controls, or auditing matters.

    * The protection of directors, volunteers, paid and un-paid employees officers and other stakeholders reporting concerns from retaliatory actions.

Reporting Responsibility

Each director, un-paid and paid staff member, volunteers, officers and other stakeholders of the Foundation has an obligation to report in accordance with this Whistleblower Policy (a) questionable or improper accounting or auditing matters, and (b) violations and suspected violations of the Foundation's Code (hereinafter collectively referred to as Concerns).

Authority of Audit Committee

All reported Concerns will  be forwarded to the Audit Committee in accordance with the procedures set forth herein. The Audit Committee shall be responsible for investigating, and making appropriate recommendations to the Board of Directors, with respect to all reported Concerns. The Audit Committee may appoint a Task Force to conduct the investigation.

No Retaliation

This Whistleblower Policy is intended to encourage and enable directors, paid or un-paid employees, volunteers and other stakeholders to raise Concerns within the Organization for investigation and appropriate action. With this goal in mind, no director, paid or un-paid employee, volunteer or other stakeholder who, in good faith, reports a Concern shall be subject to retaliation or, in the case of an employee, adverse employment consequences. Moreover, a paid or un-paid employee who retaliates against someone who has reported a Concern in good faith is subject to discipline up to and including dismissal from the un-paid position, termination of employment or removal from the Local or National Board in accordance with the Foundation’s bylaws.

Reporting Concerns

Employees

Employees should first discuss their Concerns with their immediate supervisor. If, after speaking with his or her supervisor, the individual continues to have reasonable grounds to believe the Concern is valid, the individual should report the Concern to the Director of Human Resources. In addition, if the individual is uncomfortable speaking with his or her supervisor, or the supervisor is a subject of the Concern, the individual should report his or her Concern directly to the Director of Human Resources.

If the Concern was reported verbally to the Director of Human Resources, the reporting individual, with assistance from the Director of Human Resources, shall reduce the Concern to writing. The Director of Human Resources is required to promptly report the Concern to the Chair of the Audit Committee, who has specific and exclusive responsibility along with the Audit Comm. to investigate all Concerns. If the Director of Human Resources, for any reason, does not promptly forward the Concern to the Audit Committee, the reporting individual should directly report the Concern to the Chair of the Audit Committee. Contact information for the Chair of the Audit Committee may be obtained through the Human Resources Department. Concerns may be also be submitted anonymously. Such anonymous Concerns should be in writing and sent directly to the Chair of the Audit Committee.

This policy does not waive any Employee rights under law.

Directors and Other Volunteers

Directors and other volunteers should submit Concerns in writing directly to the Chair of the Audit Committee. Contact information for the Chair of the Audit Committee may be obtained from the Chief Financial Officer. Volunteers at stations should report Concerns to the Hunan Resource Director, who in turn would report directly to the Audit Committee Chair who in turn, would report to the Audit Committee.

Volunteers on committees of the Pacifica National and Local Station Boards should report Concerns directly to the Audit Committee Chair, who would then report to the Audit Committee.

Handling of Reported Violations

The Audit Committee shall address all reported Concerns. The Chair of the Audit Committee shall immediately notify the Audit Committee, the Foundation’s chair, the Executive Director, and Chief Financial Officer of any such report. The Chair of the Audit Committee will notify the sender and acknowledge receipt of the Concern within five business days; if possible, it will not be possible to acknowledge receipt of anonymously submitted Concerns.

All reports will be promptly investigated by the Audit Committee, and appropriate corrective action will be recommended to the Board of Directors, if warranted by the investigation. In addition, action taken must include a conclusion and/or follow-up with the complainant for complete closure of the Concern.

The Audit Committee has the authority to retain outside legal counsel, accountants, private investigators, or any other resource deemed necessary to conduct a full and complete investigation of the allegations, following review for financial impact by the National Finance Committee, and approval by the PNB.

Acting in Good Faith

Anyone reporting a Concern must act in good faith and have reasonable grounds for believing the information disclosed indicates an improper accounting or auditing practice, or a violation of the Codes. The act of making allegations that prove to be unsubstantiated, and that prove to have been made maliciously, recklessly, or with the foreknowledge that the allegations are false, will be viewed as a serious disciplinary offense and may result in discipline, up to and including dismissal from the un-paid position, termination of employment or removal from Local or National Board in accordance with the Foundation’s bylaws. Such conduct may also give rise to other actions, including civil lawsuits.

Confidentiality

Reports of Concerns, and investigations pertaining thereto, shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

Disclosure of reports of Concerns to individuals not involved in the investigation will be viewed as a serious disciplinary offense and may result in discipline, up to and including termination of employment, dismissal from un-paid position or removal from Local or National Board. Such conduct may also give rise to other actions, including civil lawsuits.

(Adapted from a standard speadsheet.)