Whistleblower Policy

 

The Whistleblower Policy is intended to provide a mechanism for the reporting of illegal activity or the misuse of MCE Social Capital assets while protecting the employees who make such reports from retaliation.

Questionable Conduct

This policy is designed to address situations wherein an employee suspects another employee of having engaged in illegal acts or questionable conduct involving MCE Social Capital’s assets or resources. MCE Social Capital encourages staff to report such questionable conduct and has established a system that allows them to do so   anonymously. Anyone found to have engaged in fraudulent or dishonest conduct is subject to disciplinary   action by MCE Social Capital up to and including civil or criminal prosecution when warranted.

Definitions

Fraudulent or Dishonest Conduct: A deliberate act or failure to act with the intention of obtaining an  unauthorized benefit. Examples of such conduct include, but are not limited to:

  • Forgery or alteration of documents

  • Unauthorized alteration or manipulation of computer files

  • Fraudulent financial reporting

  • Pursuit of a benefit or advantage in violation of MCE Social Capital’s conflict of interest policy

  • Misappropriation or misuse of MCE Social Capital’s organizational resources, such as funds, supplies or other assets

  • Authorizing or receiving compensation for goods not received or services not performed

  • Authorizing or receiving compensation for hours not worked

  • Theft of equipment or cash

Baseless Allegations: Allegations made with reckless disregard for their truth or falsity. People making such allegations may be subject to institutional disciplinary action and/or legal claims by individuals accused of such conduct.

Rights and Responsibilities

Managers and Supervisors:

Managers or supervisors are required to report suspected fraudulent or dishonest conduct to the CEO, CFO, or General Counsel. In addition, managers or supervisors are responsible for maintaining a system of management controls, which detect and deter fraudulent or dishonest conduct. Failure by a manager or supervisor to establish management controls or report misconduct within the scope of this policy may result in adverse personnel action against the manager or supervisor, up to and including dismissal. The CEO, CFO and/or General Counsel will be available to assist management in establishing management system and recognizing improper conduct.

Reasonable care should be taken in dealing with suspected misconduct to avoid:

  • Baseless allegations

  • Premature notice to persons suspected of misconduct and/or disclosure of suspected misconduct to others not involved with the investigation.

Accordingly, a manager or supervisor faced with a suspected misconduct

  • Should not contact the person suspected to further investigate the matter or demand restitution;

  • Should not discuss the case with anyone other than the CEO, CFO, or General Counsel, or a duly appointed law enforcement officer;

  • Should direct all inquiries from the media to MCE Social Capital’s General Counsel.

Whistleblower Protection: MCE Social Capital will protect whistleblowers as defined below.

  • MCE Social Capital will use best efforts to protect whistleblowers against retaliation. While it cannot guarantee confidentiality, and there is no such thing as an “unofficial” or “off the record” report, MCE Social Capital will maintain confidentiality to the fullest extent possible unless (i) the person agrees to be identified; (ii) identification is necessary to allow MCE Social Capital or law enforcement officials to investigate or respond effectively to the report; (iii) identification is required by law; or (iv) the person accused of Fraud Policy violations is entitled to the information  as a matter of legal right in disciplinary proceedings.

  • MCE Social Capital employees may not retaliate against a whistleblower with the intent or effect of adversely affecting the terms or conditions of employment (including but not limited to, threats of physical harm, loss of job, punitive work assignments, or impact on salary or wages). Whistleblowers who believe that they have been retaliated against may file a written complaint with the CEO, CFO, or General Counsel. A proven complaint of retaliation shall result in a proper remedy for the person harmed and the initiation of disciplinary action, up to and including dismissal, against the retaliating person. This protection from retaliation is not intended to prohibit     managers or supervisors from taking action, including disciplinary action, in the usual scope of the duties and based on valid performance-related factors.

Making a Report to MCE Social Capital

If an employee suspects illegal conduct or conduct involving misuse of MCE Social Capital assets or in violation of the law, he or she may report it, anonymously if the employee wishes, and will be protected against any form of harassment, intimidation, discrimination or retaliation for making such a report in good  faith.

Employees can make a report to his or her direct supervisor or to any of the following MCE Social Capital executives at any time: Chief Executive, Chief Financial Officer, or General Counsel. MCE Social Capital will promptly conduct an investigation into matters reported, keeping the informant’s identity as confidential as possible consistent with our obligation to conduct a full and fair investigation.

Employees can also make a report anonymously through the MCE Social Capital website. Submissions are routed directly to the General Counsel.

Alternatively, employees can make a report by calling either the Board Chair, or the Chair of the Audit  Committee. Their names and phone numbers are available in the company’s directory.

Making a Report to Governmental Agency

All employees also have the right to (i) report possible violations of state or federal law or regulation that have occurred, are occurring or about to occur to any governmental agency or entity, or self-regulatory organization; (ii) cooperate voluntarily with, or respond to any inquiry from, or provide testimony before any self-regulatory organization or any other federal state or local regulatory or law enforcement authority; (iii) make reports or disclosures to law enforcement or a regulatory authority without prior notice to, or authorization from, MCE Social Capital; and (iv) respond truthfully to a valid subpoena.

Notwithstanding anything in this policy or otherwise, an employee may disclose confidential information regarding MCE Social Capital, including the existence and terms of any confidential agreement between the employee and MCE Social Capital (including employment or severance agreements), to any governmental agency or entity or self-regulatory organization.

Employees have the right not to be retaliated against for reporting to any governmental agency or entity or  self-regulatory organizations, information which he or she reasonably believes relates to a possible violation of law. It is unlawful for MCE Social Capital to retaliate against an employee for reporting possible misconduct either internally or to any governmental agency or entity or self-regulatory- organization. MCE Social Capital cannot require an employee to withdraw reports or filings alleging possible violations of federal, state or local law or regulation, and my not offer an employee any kind of inducement, including payment to do so.

An employee’s rights and remedies as a whistleblower protected under applicable whistleblower laws, including a monetary award, if any, may not be waived by any agreement, policy form, or condition of employment, including a pre-dispute arbitration agreement. Even if any employee has participated in a possible violation of law, he or she may be eligible to participate in the confidentiality and retaliation protections afforded under applicable whistleblower laws, and may also be eligible to receive an award under such laws.

Contacts

Questions related to the interpretation of this policy should be directed to the General Counsel.

Effective Date

The Whistleblower Policy was made effective October 1, 2015 and amended on May 16, 2022.

MCE Social Capital may revise or amend this policy as necessary or appropriate.