The purpose of this Anti-Retaliation and Whistleblower Policy is to create an ethical and open work environment, to ensure that the Foundation has a governance and accountability structure that supports its mission.
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The purpose of this Anti-Retaliation and Whistleblower Policy is to create an ethical and open work environment, to ensure that the Foundation has a governance and accountability structure that supports its mission, and to encourage and enable directors, officers, employees and volunteers of the Foundation to raise serious concerns about the occurrence of illegal or unethical actions within the Foundation before turning to outside parties for resolution.
Notwithstanding anything contained in this Anti-Retaliation and Whistleblower Policy to the contrary, this Anti-Retaliation and Whistleblower Policy is not an employment contract and does not modify the employment relationship between the Foundation and any of its directors, officers, employees or volunteers, nor does it change the fact that all employees of the Foundation are employees at will. Nothing contained in this Anti-Retaliation and Whistleblower Policy provides any director, officers, employee or volunteer of the Foundation with any additional rights or causes of action not otherwise available under applicable law.
Reporting Responsibility
All directors, officers, employees and volunteers of the Foundation have a responsibility to report any action or suspected action taken within the Foundation that may constitute misconduct, fraud, harassment, discrimination, a safety violation, illegal activity, a violation of any adopted policy of the Foundation or other unethical behavior (a “Violation”). If you become aware of, or are subject to, any Violation, you are strongly encouraged to report it promptly.
Anyone reporting a Violation must act in good faith, without malice to the Foundation or any individual in the Foundation and have reasonable grounds for believing that the information shared in the report indicates that a Violation has occurred. A person who makes a report does not have to prove that a Violation has occurred. However, any report which the reporter has made maliciously or any report which the reporter has good reason to believe is false will be viewed as a serious disciplinary offense.
No Retaliation
No one who in good faith reports a Violation or who, in good faith, cooperates in the investigation of a Violation shall suffer harassment, retaliation or adverse employment consequences. Any individual within the Foundation who retaliates against another individual who has reported a Violation in good faith or who, in good faith, has cooperated in the investigation of a Violation is subject to discipline, including termination of employment or volunteer status. If you believe that an individual who has made a good faith report of a Violation or who has, in good faith, cooperated in the investigation of a Violation is suffering harassment, retaliation or adverse employment consequences, please contact Cindy Barone, HR Consultant, c/o Exude Human Capital, Email Address: CBarone@exudehc.com, Telephone: (302) 373-8496 (the “Compliance Officer”).
Reporting Process
All directors, officers, employees, and volunteers should address their concerns relating to a Violation to any person within the Foundation who can properly address those concerns. In most cases, the direct supervisor of an employee or volunteer is the best person to address a concern. However, if you are not comfortable speaking with your supervisor or if you are not satisfied with your supervisor’s response, you are encouraged to speak to the Compliance Officer, the Chair of the Foundation’s Board of Directors, the Chair of the Foundation’s Audit Committee, or anyone in management you feel comfortable approaching.
An officer who believes that there has been an actual or probably material violation of the law, or any material breach of any duty owned to the Foundation, must report the violation to a superior officer, the Chair of the Foundation’s Board of Directors, the Chair of the Foundation’s Audit Committee, or the Compliance Officer. However, if the person to whom he or she would normally report is implicated in a Violation, the officer should report directly to the board of directors. The Foundation encourages anyone reporting a Violation to identify himself or herself when making a report to facilitate the investigation of the Violation. However, reports addressed to an individual within the Foundation may be submitted on a confidential basis and reports may be submitted to the Compliance Officer anonymously by initially contacting the Compliance Officer by telephone for further instruction on reporting Violations anonymously. Reports will be kept confidential, to the extent possible, consistent with the need to conduct an adequate investigation.
Compliance Officer
A supervisor, manager and board member is required to notify the Compliance Officer of every report of a Violation. The Compliance Officer will notify the sender and acknowledge receipt of a report of Violation within five business days, but only to the extent the sender’s identity is disclosed or a return address is provided.
The Compliance Officer is responsible for promptly investigating all reported Violations and for causing appropriate corrective action to be taken if warranted by the investigation.
The Foundation’s Audit Committee is responsible for addressing all reported concerns or complaints of Violations relating to corporate accounting practices, internal controls or auditing. Therefore, the Compliance Officer must promptly notify the Foundation’s Audit Committee of any such concern or complaint. In addition, if the Compliance Officer deems it appropriate, the Compliance Officer may advise the CEO/Executive Director or the Foundation’s Audit Committee of any other reported Violations.
The Compliance Officer has direct access to the board of directors and shall report to the board of directors on a quarterly basis or, if applicable, as promptly as possible following receipt of any notice of a Violation.
Compliance Officer: Exude Human Capital
Attention: Cindy Barone, HR Consultant
Telephone: (302) 373-8496
Email: CBarone@exudehc.com
Adopted by the Board of Directors at its Meeting on November 15, 2025