Date of Enactment: December 16, 2020
1. Purpose, Defined Terms
1.1. This Whistleblower Protection Policy (this “Policy”) is intended to support the Association of Retirees of the Inter-American Development Bank (the “Association” or “AJ-BID”) in its commitment to integrity by encouraging and enabling employees, volunteers, board members, Members and other persons to raise serious concerns of illegal or unethical actions within the Association before turning to outside parties for resolution. This Policy complements the Code of Conduct of the Association, which requires its Directors, Officers, employees, and Members to observe high standards of business and personal ethics in the conduct of their roles and responsibilities with the Association.
1.2. Defined terms, unless otherwise defined herein, are used in this Policy with the meaning that appears in the Association’s Bylaws.
2. No Employment Contract or Additional Rights
2.1. Notwithstanding anything contained in this Policy to the contrary, this Policy is not an employment contract and does not modify the employment relationship, if any, between the AJ-BID and any of its Directors, Officers, employees, volunteers or Members, nor does it change the fact that all employees of the AJ-BID are employees at will. Nothing contained in this Policy provides any Director, Officer, employee, volunteer, or Member of the Association with any additional rights or causes of action not otherwise available under applicable law.
3. Reporting Responsibility
3.1. It is the responsibility of all members of the Board of Directors, Officers, employees (regardless of the form of their contract), consultants, Members and volunteers of the Association (together, the “Covered Persons” or individually, a “Covered Person”) to report concerns about violations of Association’s Code of Conduct, Bylaws, policies, rules and regulations (a concern about a violation of any of the foregoing an “Association Violation”), or suspected violations of law or regulations that govern the Association’s operations (a concern about a violation of any of the foregoing a “Legal Violation”) (either an Association Violation or a Legal Violation, hereinafter a “Violation”).
4. Prohibition and Definition of Retaliation
4.1. Any Covered Person or external party should be free to report to the Association good faith concerns about a Violation, and to cooperate with the Association in the context of an investigation, audit or other inquiry without fear of retaliation by any Covered Person. Retaliation is expressly prohibited and can lead to Appropriate Remedies, as defined below.
4.2. The term “retaliation” for the purposes of this Policy means any action taken, threatened or recommended to be taken against an individual to punish him or her for reporting concerns about Violations or cooperating in good faith on actions hereunder concerning Association Violations or Legal Violations. “Retaliation” may include, but is not limited to, as applicable, employment termination, harassment, improper assignment of work outside of the corresponding position description, unsubstantiated adverse evaluation of performance or determination of pay, the withholding of any entitlement, any unfounded adverse personnel action against others because of their association with a reporting person, adverse decisions regarding the continuity of employment and actions intended to damage a person’s reputation. Retaliation also includes actions undertaken to prevent or improperly influence reporting or cooperation.
4.3. Retaliation against external parties may also include, but is not limited to, retaliation in recruitment and procurement, in the award of contracts, in the administration of contracts, in evaluations of performance, and in the execution or negotiation of dealings with the Association.
5. Reporting Procedure
5.1. The Association has an open-door policy and welcomes that any of its Covered Persons, or external parties affiliated with the Association share their questions, concerns, suggestions, or complaints with their direct supervisor, if applicable. If any such person is not comfortable speaking with his/her supervisor or is not satisfied with his/her supervisor’s response, he/she is encouraged to speak with the Secretary of the Association. Supervisors and managers are required to report complaints or concerns about suspected Violations in writing to the Association’s Secretary, who has the responsibility to follow up and coordinate the investigation of all reported complaints. Any Covered Person with concerns or complaints, including concerns regarding the Secretary or any other member of the Board of Directors, may also submit their concerns in writing directly to the Board of Directors as a whole.
6. Acting in Good Faith
6.1. Anyone filing a written complaint concerning a Violation or suspected Violation must be acting in good faith, without malice towards the Association or any individual in the Association, and have reasonable grounds for believing the information disclosed indicates that a Violation has occurred. A person who makes a report does not have to prove that a Violation has occurred.
7. Appropriate Remedies
7.1. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false may subject the person to Appropriate Remedies, which may include, as applicable, termination of employment, removal from office, exercising contractual remedies, suspension from or termination of membership, or such other remedy or corrective action as the Association may deem appropriate in light of the facts and circumstances.
7.2. In the case of Legal Violations, Appropriate Remedies may also include referral to national and competent authorities for further action.
7.3. The Association acknowledges that, consistent with its Code of Conduct, due process, including notice and the right to be heard, is an integral part of any proceedings seeking to impose Appropriate Remedies pursuant to this Policy. Subject to applicable laws and confidentiality or privacy limitations, the Association shall observe the requirements of due process set forth in its Code of Conduct to the fullest extent possible when imposing Appropriate Remedies pursuant to this Policy.
7.4. This Policy shall not obligate the Association to investigate any allegation concerning the actions of external parties, serve as a basis to provide any form of protection or compensation to any party, or to create any liability for the Association for the actions (including alleged actions) of employees, contractors or consultants of the Association or of external parties that are taken without the Association’s authorization, or for actions that are not otherwise expressly provided for in this Policy.
8.1. The Association encourages anyone reporting a Violation to identify him or herself when making a report in order to facilitate the investigation of a Violation. However, Violations or suspected Violations may be submitted on a confidential basis by the complainant. Reports of Violations or suspected Violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate and fair investigation and comply with applicable laws. Disclosure of reports of concerns to individuals not involved in the investigation will be viewed as a serious offense and may result in Appropriate Remedies.
9. Duty to Cooperate
9.1. It is the duty of all Covered Persons to cooperate with Association investigations, audits, or other inquiries.
10. Handling of Reported Violations
10.1. The Secretariat of the Association (the term “Secretariat” is used herein to cover the Association’s Secretary and/or Deputy Secretary, as appropriate) is responsible for ensuring that all complaints about Violations are investigated and addressed. The Secretariat is required to report to the Board of Directors at least quarterly about whether any reports have been received under this Policy.
10.2. The Association’s Secretariat shall also immediately notify the Treasurer and Deputy Treasurer of any concerns or complaints regarding corporate accounting practices, internal controls or auditing and work with these Officers until the matter is resolved.
10.3. The Secretariat will notify the person who submitted a complaint and acknowledge receipt of the reported Violation or suspected Violation (to the extent the complaint is not anonymous, and an address is provided) within five business days. All reports will be promptly investigated, and Appropriate Remedies will be recommended to the Board of Directors, if warranted by the investigation. The Secretariat shall maintain the Board of Directors apprised of the progress of an investigation and status of a complaint and shall ensure that any appropriate witnesses are interviewed, and relevant documents are made available. The Secretariat shall consult with the Association’s Legal Advisory and Governance Committee and outside counsel, as appropriate, and prepare a written record of the disposition of the complaint. To the fullest extent practicable and consistent with any privacy or confidentiality limitations, action taken must include a conclusion or follow-up, or both, with the complainant, with the goal of achieving closure of the concern. The Board of Directors may retain outside legal counsel, accountants, private investigators, or any other resource deemed necessary to conduct a full and complete investigation of the allegations.
11.1. This Policy shall be disseminated in writing to all affected constituencies and shall be made available on the web page of the Association.