WHISTLEBLOWER PROTECTION POLICY
Humane Society Naples (HSN) requires directors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of HSN, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations. Reporting Responsibility This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns internally so that the HSN can address and correct inappropriate conduct and actions. It is the responsibility of all board members, officers, employees and volunteers to report concerns about violations of the HSN’s code of ethics or suspected violations of law or regulations that govern the HSN’s operations. No Retaliation It is contrary to the values of the HSN for anyone to retaliate against any board member, officer, employee or volunteer who in good faith reports an ethics violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of the HSN. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.
CONFLICT OF INTEREST POLICY
PURPOSE: Humane Society Naples (HSN) is a nonprofit, tax-exempt organization. Maintenance of its tax-exempt status is important both for its continued financial stability and for public support. Therefore, the IRS as well as state regulatory and tax officials view the operations of HSN as a public trust, which is subject to scrutiny by and accountable to such governmental authorities as well as to members of the public. Consequently, there exists between HSN and its board, officers, and management employees and the public a fiduciary duty, which carries with it a broad and unbending duty of loyalty and fidelity. The board, officers, and management employees have the responsibility of administering the affairs of HSN honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of HSN. Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with HSN or knowledge gained therefrom for their personal benefit. The interests of the organization must be the first priority in all decisions and actions.
This statement is directed not only to directors and officers, but to all employees who can influence the actions of HSN. For example, this would include all who make purchasing decisions, all persons who might be described as “management personnel,” and anyone who has proprietary information concerning HSN.
AREAS IN WHICH CONFLICT MAY ARISE:
Conflicts of interest may arise in the relations of directors, officers, and management employees with any of the following third parties: 1. Persons and firms supplying goods and services to HSN. 2. Persons and firms from whom HSN leases property and equipment. 3. Persons and firms with whom HSN is dealing or planning to deal in connection with the gift, purchase or sale of real estate, securities, or other property. 4. Competing or affinity organizations. 5. Donors and others supporting HSN. 6. Agencies, organizations and associations which affect the operations of HSN. 7. Family members, friends, and other employees.
NATURE OF CONFLICTING INTEREST:
A conflicting interest may be defined as an interest, direct or indirect, with any persons or firms mentioned in Section 3. Such an interest might arise through 1. Owning stock or holding debt or other proprietary interests in any third party dealing with HSN. 2. Holding office, serving on the board, participating in management, or being otherwise employed (or formerly employed) with any third party dealing with HSN. 3. Receiving remuneration for services with respect to individual transactions involving HSN. 4. Using HSN’s time, personnel, equipment, supplies, or goodwill for other than HSN-approved activities, programs, and purposes. 5. Receiving personal gifts or loans from third parties dealing or competing with HSN. No personal gift of money should ever be accepted.
INTERPRETATION OF THIS STATEMENT OF POLICY:
The areas of conflicting interest listed in Section 3, and the relations in those areas which may give rise to conflict, as listed in Section 4, are not exhaustive. Conflicts might arise in other areas or through other relations. It is assumed that the directors, officers, and management employees will recognize such areas and relation by analogy. The fact that one of the interests described in Section 4 exists does not necessarily mean that a conflict exists, or that the conflict, if it exists, is material enough to be of practical importance, or if material, that upon full disclosure of all relevant facts and circumstances it is necessarily adverse to the interests of HSN. However, it is the policy of the board that the existence of any of the interests described in Section 4 shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of the board, officers, and management employees to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures.
DISCLOSURE POLICY AND PROCEDURE:
Transactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed: 1. The conflicting interest is fully disclosed; 2. The person with the conflict of interest is excluded from the discussion and approval of such transaction; 3. A competitive bid or comparable valuation exists; and 4. The [board or a duly constituted committee thereof] has determined that the transaction is in the best interest of the organization. Disclosure in the organization should be made to the chief executive officer (or if she or he is the one with the conflict, then to the board chair), who shall bring the matter to the attention of the [board or a duly constituted committee thereof]. Disclosure involving directors should be made to the board chair, (or if she or he is the one with the conflict, then to the board vice-chair) who shall bring these matters to the [board or a duly constituted committee thereof]. The [board or a duly constituted committee thereof] shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to HSN. The decision of the [board or a duly constituted committee thereof] on these matters will rest in their sole discretion, and their concern must be the welfare of HSN and the advancement of its purpose.
HSN RECORD RETENTION AND DESTRUCTION POLICY
This Record Retention and Destruction Policy (this “Policy”) represents the policy of Humane Society Naples (HSN) (the “Association”) regarding the retention and destruction or deletion of documents and records, whether in written or electronic form.
The purpose of this Policy is to (a) ensure that necessary paper and electronic records and documents are adequately maintained; (b) minimize the Association’s cost of document retention while still properly retaining documents; (c) aid the Association’s employees in understanding their obligations in retaining paper and electronic documents; and (d) ensure that paper and electronic records that are no longer required by the Association are discarded or deleted at a proper and uniform time.
COMPLIANCE WITH LAW
In accordance with 18 U.S.C. § 1519, the Association will not knowingly destroy a document with the intent to obstruct or influence an “investigation or proper administration of any matter within the jurisdiction of any department or agency of the United States . . . or in relation to or in contemplation of such matter or case.”
MODIFICATION OF THE POLICY
The retention periods outlined in this Policy may be increased by government regulation, judicial or administrative action, private or governmental contract, pending litigation or audit. When appropriate, the Administrator (as defined below) will issue a memorandum to all employees, instructing them regarding the appropriate response to such modifications.
SUSPENSION OF THE POLICY—LITIGATION HOLD
In the event (a) the Association is served with any subpoena or request for documents, (b) any employee of the Association becomes aware of a governmental investigation or audit relating to the Association, (c) any litigation is commenced against the Association or (d) the Association plans to institute litigation against any third party, the destruction or deletion of records relating to the matter will be suspended (such suspension being referred to as a “Litigation Hold”). The Litigation Hold will be communicated by the Administrator (as defined below) to all employees and management services providers having access to relevant records by means of a “Litigation Hold Notice” describing the nature of the proceeding giving rise to the Litigation Hold and the categories of documents to be retained. As of the date of delivery of the Litigation Hold Notice, any further destruction or deletion of such documents will be suspended until such time as the Administrator, with the advice of counsel, determines otherwise.
The policy of the Association is to follow recommendations of document retention as suggested by the National Council of Nonprofits except for those records that are mandated for retention or destruction by the IRS or applicable federal, state or local laws. The administrator of this Policy (the “Administrator”) shall be the President and Chief Executive Officer, or such other officer as is designated by the President and Chief Executive Officer. The Administrator shall be charged with implementing such processes and procedures as the Administrator deems necessary and appropriate to ensure that the Record Retention Schedule is followed, including policies and procedures to be followed by management services providers who maintain custody or control of any records or documents of the Association on its behalf. The term” employees” includes both direct employees of the Association and independent contractors, or employees of independent contractors, who are engaged to provide management services on behalf of the Association. Administrator is also authorized and directed to: (a) review this Policy at least annually; (b) monitor, in consultation with the Association’s legal counsel, local state and federal laws affecting record retention; (c) make modifications to the Record Retention Schedule as necessary to ensure that it is in compliance with local, state and federal laws and includes appropriate document and record categories for the Association; and (d) monitor compliance with this Policy.
TYPES OF DOCUMENTS COVERED BY THE POLICY
This Policy applies to paper documents, as well as emails, pdfs and other electronic documents and records generated in the course of the Association’s business.
Employees may use personal computers to remotely view or access the Association’s documents and records and to review and send emails relating to the Association’s business. However, all such documents and records, including emails, must reside on the Association’s computer systems. Executive Compensation Policy Program Philosophy and Objectives Humane Society Naples (HSN)’s primary objective is to provide a reasonable and competitive executive total compensation opportunity consistent with market-based compensation practices for individuals possessing the experience and skills needed to improve the overall performance of the organization. The organization’s executive compensation program is designed to:
- Encourage the attraction and retention of high-caliber executives.
- Provide a competitive total compensation package, including benefits.
- Strongly support and further transition to a “pay for performance” culture through the use of incentives for key employees.
- Reinforce the goals of the organization by supporting teamwork and collaboration.
- Ensure that pay is perceived to be fair and equitable.
- Be flexible to reward individual accomplishments as well as organizational success.
- Ensure that the program is easy to explain, understand, and administer.
- Balance the need to be competitive with the limits of available financial resources.
- Ensure that the program complies with local, state and federal legislation.
Program Market Position While HSN focuses on comparable nonprofit organizations in our area to benchmark pay, we also understand that the market for executive talent may be broader than this group. Market information from two additional market segments, private foundations, and published not-for-profit compensation surveys may be used as a supplement. In addition, HSN may also collect other published survey data, when appropriate, for for-profit organizations for specific functional competencies such as finance and human resources. Together with data from the comparable local organizations, data from these market segments are used to form a “market composite” to assess the competitiveness of compensation. In general, HSN positions total compensation, including benefits, at the median of the market. Programs are designed to be flexible so that compensation can be above or below the median based on experience, performance, and business need to attract and retain specific talent. Governance and Procedures HSN’s executive compensation program is administered by the compensation committee of the board. The compensation committee is responsible for establishing and maintaining a competitive compensation program for the key executives of the organization. The committee meets as needed to review the compensation program and make recommendations for any changes to the board, as appropriate. The compensation committee performs an annual review to evaluate the organization’s executive compensation program against the competitive market. The evaluation is intended to ensure that the compensation program falls within a reasonable range of competitive practices for comparable positions among similarly situated organizations. Following this review, the committee reviews and recommends to the board salary approval and incentive awards for the Executive Director. All policies revised and approved by the HSN Board of Directors in April 2013.