Whistleblower Protection Policy

I. Purpose and Scope

This whistleblower protection policy establishes the framework and requirements for operational compliance at PROVENIQ Foundation, Inc.

Effective Date: January 15, 2026

Version: v1.0

Approval Status: APPROVED

II. Definitions

Board Member

Any individual serving on the Board of Directors of PROVENIQ Foundation, Inc., including officers and committee chairs.

Conflict of Interest

Any situation in which a Board member's personal, professional, or financial interests may compromise their ability to act in the best interest of the organization.

Executive Session

A closed meeting of the Board of Directors where sensitive matters are discussed with restricted attendance.

III. Policy Statement

PROVENIQ Foundation is committed to maintaining the highest standards of ethical conduct and transparency in all governance activities. This policy ensures that:

• All Board members understand their fiduciary duties and legal obligations
• Conflicts of interest are identified, disclosed, and managed appropriately
• Confidential information is protected and used only for authorized purposes
• Governance decisions are made in the best interest of the organization and its mission

IV. Procedures and Requirements

A. Annual Disclosure

All Board members must complete an annual disclosure form identifying any potential conflicts of interest, including:

• Employment or business relationships with vendors, partners, or competitors
• Family relationships with employees, contractors, or other Board members
• Financial interests in organizations doing business with PROVENIQ
• Board service or advisory roles with related organizations

B. Ongoing Disclosure

Board members must immediately disclose any new conflicts that arise during their term of service. Disclosure must be made in writing to the Board Chair and recorded in meeting minutes.

C. Recusal Requirements

When a conflict of interest exists, the affected Board member must:

1. Disclose the conflict before discussion begins
2. Abstain from voting on the matter
3. Leave the room during deliberation if requested by the Board Chair
4. Not use their position to influence the outcome

V. Enforcement and Violations

Failure to comply with this policy may result in:

• Formal warning from the Board Chair
• Removal from committee assignments
• Suspension or termination of Board membership
• Legal action if fiduciary duties have been breached

VI. Review and Amendment

This policy shall be reviewed annually by the Governance Committee and updated as needed to reflect legal requirements and best practices. Any amendments must be approved by a majority vote of the full Board.

VII. Related Documents

• Code of Ethics & Conduct
• Whistleblower Protection Policy
• Annual COI Disclosure Form
• Bylaws of PROVENIQ Foundation, Inc.