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51���� (the “University”) is committed to upholding the highest standards of ethical, moral and legal business conduct, and transparency through open communication. Furthermore, the University and all of its trustees, officers, employees, independent contractors and volunteers (“Covered Persons”) are required to comply with applicable federal, state and local statutes, including New York Not-For-Profit Corporation Law Section 715-b, New York State Labor Law Section 740, ordinances, executive orders, rules, regulations, judicial or administrative decisions, rulings or orders, and must faithfully implement and adhere to the University’s own policies and procedures in conducting their duties and responsibilities.

This policy provides an avenue for all trustees, officers, current and former employees and independent contractors, employees of independent contractors, and volunteers to report any suspected or actual conduct contrary to these requirements and standards (“Covered Conduct”) without the fear of intimidation, harassment, discrimination, or retaliation.

In most cases, employee, independent contractor, consultant, and volunteer concerns can be addressed by University’s management in accordance with the applicable corporate policies and procedures. As such, this Whistleblower Policy is not intended and may not be used for general complaints, employment grievances, etc. Such concerns should be pursued in accordance with the applicable policies and procedures articulated in employee handbooks and manuals or as otherwise promulgated by the University from time to time.

Article I

General Policy

Section 1.1.

Whistleblower Protection. No individual, including current and former employees and independent contractors, employees of independent contractors, trustees, officers, and volunteers, shall suffer intimidation, harassment, discrimination, retaliation¹, or adverse employment consequences for making a report of Covered Conduct reasonably or otherwise in good faith (whether pursuant to this policy or otherwise in a manner which is protected under Section 740 of the New York State Labor Law) or for their participation in any internal or governmental investigation of a report of Covered Conduct. Retaliation against any person on one or both of these bases is a violation of this policy, and anyone who so retaliates is subject to disciplinary action, up to and including termination of employment.

Section 1.2.

Duty to Report. Each Covered Person who has engaged in, or who reasonably suspects any other Covered Person of engaging in Covered Conduct has an obligation to report such activity in accordance with the procedures set forth in Article III as soon as possible.

Section 1.3.

Distribution of Policy. This policy shall be posted on the University’s website and/or at the University’s offices in a conspicuous location accessible to trustees, officers, employees, independent contractors, and volunteers. Notification regarding the rights provided under Section 740 of the New York State Labor Law (effective January 26, 2022) (“Labor Law Section 740”), shall be included with such posting, and shall also be posted conspicuously in easily accessible and well-lighted places customarily frequented by employees and applicants for employment at the University.

Section 1.4.

Discipline for Retaliatory Conduct. Retaliation should be reported immediately to the Compliance Officer. Depending on the nature and seriousness of the offense, the University will impose appropriate discipline against any Covered Person found to have engaged in any form of retaliatory conduct against an individual reporting actual or suspected Covered Conduct in accordance with this policy, up to and including dismissal or termination. Volunteers that engage in any such conduct will not be permitted to volunteer in University activities.

Section 1.5

Good Faith Reporting. Any individual who files a report concerning actual or suspected Covered Conduct must do so in good faith and have reasonable grounds for believing the information in the report indicates a violation under this policy. The University will impose appropriate discipline against any Covered Person found to have knowingly made a report in bad faith, up to and including dismissal or termination. This includes, but is not limited to, giving false information. Volunteers that engage in any such conduct will not be permitted to volunteer in University activities.

Article II

Oversight

Section 2.1.

Oversight. The University’s Audit, Legal and Risk Management Committee shall serve as the “Compliance Committee” to oversee the adoption of, implementation of, and compliance with this policy in accordance with the procedures contained herein. If at any time such Audit, Legal and Risk Management Committee shall not exist, then the Board shall either assign this oversight responsibility to another Committee of the Board or to the Board itself, provided that no trustee who is an employee of the University may deliberate or vote on matters relating to the administration of this Whistleblower Policy. Unless otherwise indicated, any reference in this policy to the “Compliance Committee” shall be interpreted as a reference to the Audit, Legal and Risk Management Committee, such other Committee of the Board or the Board, as the case may be.

Section 2.2.

Compliance Officer. The Compliance Officer shall be the Vice President for Administration. Should the Compliance Officer be the subject of the report, then the Compliance Committee shall appoint another member thereof to perform the Compliance Officer’s role regarding the allegations. The Compliance Officer shall be responsible for administering this policy and reporting to the Compliance Committee. The Compliance Officer shall report to the Board of Trustees at least annually on compliance activity.

Section 2.3.

University Employees Excluded from Oversight Involvement. Trustees who are employees of the University may not participate in any Compliance Committee or Board deliberations or voting relating to the administration of this Whistleblower Policy.

Article III

Reporting Procedures

Section 3.1.

Reporting Violations or Suspected Violations.

1. Manner of Reporting. A report of actual or suspected Covered Conduct shall, except as otherwise provided in Labor Law Section 740, be reported using one of the following methods, as applicable:
   1. With respect to any employee, by speaking or writing to the employee’s supervisor.
   2. By submitting a report through the Whistleblower Compliance Hotline, operated by an independent third party.
   3. By speaking or writing to the Compliance Officer.
   4. Any report related to the conduct of the Compliance Officer, or which might for any other reason not appropriately be made to the Compliance Officer, should be directed to the Senior Vice President for Finance and Administration and Chief Investment Officer.
      
      The person receiving a report under this Policy shall be referred to as the “Recipient.” 
       
2. Form of Report. A report may be provided in person, in writing, or by electronic mail.  With the exception of a person’s report of his or her own violation, the reporter shall not be required to provide his or her name on said form.  However, anonymous reports must include sufficient information, including but not limited to, the name of the person against whom the report is being made, the date of the incident, the names of any potential witnesses, and a description of the incident, in order that an investigation can be conducted, or other appropriate action can be taken. 

Section 3.2.

Handling Reports. If the identity of the person making the report is known, the Recipient shall provide the reporter timely acknowledgement of receipt of the report, whether submitted in person, electronically, or otherwise.  The report shall be reviewed by the Recipient with appropriate members of the University’s management, the Compliance Officer, and/or the Compliance Committee (the “Reviewing Authorities”) and legal counsel, as appropriate.  Generally, the composition of the Reviewing Authorities shall be determined in light of the nature of the reported Covered Conduct and the individuals involved.  The Reviewing Authorities shall undertake or cause to be undertaken such investigation as they deem appropriate, taking into consideration all relevant facts and circumstances. 

The subject(s) of the report may be notified of the investigation, if the Reviewing Authorities deem it appropriate, unless prohibited by law.

The University expects full cooperation by all individuals in the investigation of a report.  An employee’s failure to participate or otherwise cooperate in an investigation may result in disciplinary action, up to and including termination of employment.

Section 3.3.

Results of Investigation. When the investigation is concluded, the Reviewing Authorities will determine if any disciplinary actions, up to and including termination of employment, and/or other corrective measures are required or otherwise warranted, which may include reporting the findings of the investigation to appropriate law enforcement or governmental authorities.  Any person who is the subject of a report under this policy shall not be present at or participate in any deliberation, voting or other decision-making on any matter relating to such report, provided that nothing shall prohibit the Reviewing Authorities from requesting that the person who is the subject of the report present information as background or answer questions prior to such decision-making.
 
If, when the investigation is concluded, it is not established that Covered Conduct has occurred, the investigation will be closed.  Any reports of Covered Conduct that are made in bad faith may result in disciplinary action, up to and including termination of employment and/or other appropriate corrective measures.

If the identity of the person making the report is known, the Reviewing Authorities may inform him or her of the resolution, if the Reviewing Authorities determine that it is appropriate.  If the Reviewing Authorities deem it appropriate and/or the circumstances so require, the subject(s) of the report may be notified of the resolution. 

Section 3.4.

Documentation. The Reviewing Authorities shall document any investigation or other action carried out under this policy, including the rationale for any recommended resolution and/or corrective action. All documentation relating to the investigation and the resolution and/or corrective action taken shall be kept in the Compliance Committee records for at least five years.

Section 3.5.

Confidentiality. All reports of actual or suspected Covered Conduct may be submitted on a confidential or anonymous basis.  Reports will be kept confidential to the extent possible, consistent with applicable laws and the need to conduct an adequate investigation and prevent or correct actual or suspected Covered Conduct.  Information relating to a report shall be provided only to those with a need to know so that effective investigation or other action can be taken.  In appropriate cases, and without limitation, the investigation documents will be shared with law enforcement personnel.  Disclosure of reports to individuals not involved in the investigation shall be viewed as a serious disciplinary offense and may result in discipline, up to and including dismissal, termination, or civil lawsuits.

¹New York law includes among prohibited retaliatory actions the following, without limitation: (i) adverse employment actions or threats to take such adverse employment actions against an employee in the terms of conditions of employment including but not limited to discharge, suspension, or demotion; (ii) actions or threats to take such actions that would adversely impact a former employee's current or future employment; or (iii) threatening to contact or contacting United States immigration authorities or otherwise reporting or threatening to report an employee's suspected citizenship or immigration status or the suspected citizenship or immigration status of an employee's family or household member, as defined in subdivision two of section four hundred fifty-nine-a of the social services law, to a federal, state, or local agency.

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