SFB Whistleblower Policy
Society For Biomaterials
Procedures for the Submission of Complaints or Concerns Regarding Financial Statement Disclosures, Accounting, Internal Accounting Controls, or Auditing Matters
To facilitate disclosures, encourage proper individual conduct and alert the SFB Audit Committee to potential issues before encountering serious consequences, the SFB Board of Directors deems it appropriate to use Section 301 of the Sarbanes–Oxley Act of 2002 as a guideline for the Audit Committee to establish procedures for:
(a) the receipt, retention, and treatment of complaints received by the SFB regarding its financial statement disclosures, accounting, internal accounting controls or auditing matters; and
(b) the submission by staff and members, on a confidential and anonymous basis, of good faith concerns regarding questionable accounting or auditing matters.
The Board of Directors has adopted the following “whistleblower policy” (“Policy”) for implementation by the SFB and its Audit Committee:
1. The SFB Board of Directors shall promptly forward to the Audit Committee any complaints that it receives regarding financial statement disclosures, accounting, internal accounting controls or auditing matters. Any complaint will first be evaluated to determine whether it falls within the scope of this Policy. If the complaint does not appear to involve financial statement disclosures, accounting, internal accounting controls or auditing matters, it will be forwarded to the SFB general counsel to handle in a manner in which he or she deems appropriate.
2. Any staff person or member of the SFB may submit any good faith concerns regarding financial statement disclosures, accounting, internal accounting controls, or auditing matters in accordance with the following procedures:
(a) on a confidential and anonymous basis, the concern should be submitted in writing and sent in a sealed envelope via certified mail to the SFB's general counsel. The envelope should be labeled: “To be opened by the Audit Committee only. This envelope is being submitted pursuant to the 'whistleblower policy' adopted by the SFB Board of Directors.” Any such envelope received by the general counsel shall be forwarded promptly and unopened to the Chair of the Audit Committee. If a staff person or member would like to discuss any matter with the Audit Committee, the individual should indicate this in the submission and include a telephone number at which he or she might be contacted if the Audit Committee deems it appropriate.
(b) on a non-anonymous or non-confidential basis, the concern should be reported to the SFB’s general counsel using the contact information specified below. The general counsel shall keep a written record of all such reports and shall make monthly reports of the same to the Chair of the Audit Committee in any month in which a concern is reported. If the alleged violation relates to the SFB’s financial statement disclosures, accounting, internal accounting controls, or auditing matters, the reported concern shall immediately be relayed by the general counsel to the Chair of the Audit Committee. The Chair shall immediately notify the complainant that the concern has been received and that procedures as outlined below will begin.
3. Following the receipt of a complaint or a concern within the scope of this Policy, the Audit Committee will investigate each matter reported and recommend corrective or disciplinary actions to the Board of Directors. The status of all pending complaints will be reviewed at each regularly scheduled Audit Committee meeting.
4. The Audit Committee may enlist committee members, staff, and/or outside legal, accounting or other advisors, as appropriate, to conduct any investigation of complaints or concerns regarding financial statement disclosures, accounting, internal accounting controls, or auditing matters. In conducting any investigation, and to the extent possible consistent with the need to conduct an adequate review of any complaint or concern, the Audit Committee shall use reasonable efforts to attempt to protect the confidentiality and anonymity of the complainant.
5. The SFB will not tolerate retaliation of any kind (including without limitation discharge, demotion, suspension, threatening, harassing, or in any manner discriminating against any such person in the terms or conditions of his or her employment) against staff or members for complaints or concerns submitted hereunder that are made in good faith. Should the identity of any person making a complaint or a reporting a concern hereunder be made known, the Audit Committee shall monitor any disciplinary action against such person. Additionally, no staff person or member shall be adversely affected because the staff person or member refuses to carry out a directive which, in fact, constitutes corporate fraud or is a violation of state or federal law.
6. The Audit Committee shall retain as a part of its records for a period of no less than seven (7) years all such complaints and reported concerns, together with the proceedings of the Committee with respect thereto. All such records will be treated as confidential information.
2016-2017 Audit Committee Chairperson:
Nicholas Ziats, PhD
Case Western Reserve University
Department of Pathology
2103 Cornell Road
Wolstein Building #5143
Cleveland, OH 44106
Phone: (216) 368-5176
C. Michael Deese, Esq.
Howe & Hutton, Ltd.
1901 Pennsylvania Ave., NW
Washington, DC 20006