Whistleblower Protection Policy

I. Purpose

This policy establishes procedures for the reporting and investigation of suspected improper activities at PROVENIQ Foundation, Inc. (“the Corporation”) and provides protections for individuals who report concerns in good faith. This policy is adopted consistent with the Sarbanes-Oxley Act provisions applicable to nonprofit organizations and reflects best practices recommended by the IRS for Section 501(c)(3) organizations.

II. Scope

This policy applies to all Directors, Officers, employees, volunteers, contractors, and agents of the Corporation. It covers reports regarding suspected fraud, financial irregularities, waste, abuse, mismanagement, violations of law or regulation, violations of Corporation policies, threats to public health or safety, retaliation against whistleblowers, and any conduct that could expose the Corporation to legal liability or damage its reputation or public trust.

III. Reporting Channels

Any person covered by this policy who has a reasonable belief that improper activity has occurred or is occurring may report through any of the following channels:

• Direct report to the Board Chair.
• Direct report to the Chair of the Governance & Nominating Committee.
• Written report submitted by email to a designated governance email address maintained by the Secretary.
• Anonymous report submitted through the Corporation’s confidential reporting mechanism. The Corporation shall establish and maintain a confidential reporting channel (such as an online form, dedicated email, or third-party hotline) that permits anonymous submissions.

Reports involving the CEO shall be directed to the Board Chair or Governance Committee Chair. Reports involving the Board Chair shall be directed to the Governance Committee Chair or Vice Chair of the Board. Reports involving financial matters may also be directed to the Treasurer or Chair of the Finance, Audit & Risk Committee.

IV. Investigation Procedures

Section 1. Acknowledgment

The recipient of a report shall acknowledge receipt within five (5) business days (except for anonymous reports where no return contact is provided).

Section 2. Initial Assessment

The Board Chair or Governance Committee Chair (or their designee) shall conduct an initial assessment to determine whether the report warrants formal investigation. If the matter involves potential criminal activity, the Corporation shall consult legal counsel immediately.

Section 3. Investigation

Formal investigations shall be conducted promptly and thoroughly. The investigation may be conducted by the Governance Committee, the Board Chair, legal counsel, or an outside investigator as appropriate to the nature and severity of the allegations. The investigation shall include interviews with the reporting individual (if known and willing), relevant witnesses, and the subject of the complaint, as well as review of relevant documents and records.

Section 4. Findings and Resolution

Upon completion of the investigation, the investigator shall prepare a written report of findings and recommendations. The report shall be presented to the Board Chair and Governance Committee. If the findings involve a Director, the matter shall be presented to the full Board (excluding the subject Director). The Board or its designee shall determine appropriate corrective action.

Section 5. Corrective Action

Corrective action may include discipline up to and including termination of employment, removal from the Board, termination of a contractor relationship, referral to law enforcement, policy or procedural changes, financial recovery, and any other action deemed appropriate.

V. Protection from Retaliation

The Corporation strictly prohibits retaliation against any individual who in good faith reports suspected improper activity, participates in an investigation, or refuses to participate in activity the individual reasonably believes to be improper. Retaliation includes but is not limited to termination, demotion, suspension, harassment, threats, intimidation, reduction in responsibilities, exclusion from activities, or any other adverse action taken because of a good-faith report.

Any person who believes they have been subjected to retaliation may report the retaliation through any of the channels listed in Section III. Retaliation is itself a violation of this policy and is grounds for discipline up to and including termination or removal from the Board.

VI. Good Faith Requirement

This policy protects reports made in good faith. A report is made in good faith when the reporting individual has a reasonable belief that the information provided is true. This policy does not protect individuals who file reports they know to be false or who file reports with reckless disregard for their truth. Filing a knowingly false report is itself a violation of this policy.

VII. Confidentiality

The Corporation shall treat all reports with the highest degree of confidentiality consistent with the need to conduct an adequate investigation. The identity of the reporting individual shall not be disclosed except to the extent necessary to conduct the investigation, comply with legal obligations, or as authorized by the reporting individual. Anonymous reports shall be investigated to the extent possible given the information provided.

VIII. Recordkeeping

The Governance Committee shall maintain confidential records of all reports, investigations, findings, and corrective actions for a minimum of seven (7) years. These records shall be stored separately from personnel files and shall be accessible only to authorized governance personnel.

IX. Annual Review

This policy shall be reviewed annually by the Governance & Nominating Committee and updated as needed. The existence of this policy and its reporting channels shall be communicated to all Directors, Officers, employees, volunteers, and contractors during onboarding and at least annually thereafter.

X. Acknowledgment

Each Director, Officer, employee, and contractor shall sign an acknowledgment confirming receipt and understanding of this policy.