Whistleblower Policy

The Ƶ (the “AHA”) requires its directors, officers, employees, and volunteers (each, a “Representative”) to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As Representatives of the AHA, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.

Purpose

The purpose of this Whistleblower Policy (the “Policy”) is to:

(a) Encourage and enable Representatives to raise concerns regarding suspected illegal or unethical conduct or practices or violations of the AHA’s policies on a confidential and, if desired, anonymous basis.

(b) Protect Representatives from retaliation for raising such concerns.

(c) Establish policies and procedures for the AHA to receive and investigate reported concerns and address and correct inappropriate conduct and actions.

Reporting Responsibility

Each Representative has the responsibility to report in good faith any concerns about actual or suspected violations of the AHA’s policies or any federal, state, or municipal law or regulation, or executive order governing the AHA’s operations (each, a “Concern”). Appropriate subjects to report under this Policy include but are not limited to financial improprieties, accounting or audit matters, ethical violations, sexual or other unlawful harassment, discrimination or other similar illegal or improper practices. Anyone reporting a Concern must act in good faith and have reasonable grounds for believing the information disclosed indicates a violation of law, AHA policy or ethical standards. Any unfounded allegation that proves to have been made maliciously, recklessly, or knowingly to be false will be viewed as a serious offense and result in disciplinary action, up to and including termination of employment or volunteer status.

Retaliation Is Prohibited

The AHA treats complaints about and reports of Concerns seriously and investigates them as required by our procedures and any applicable laws. No Representative, independent contractor or former employee who in good faith reports a Concern or participates in a review or investigation of a Concern shall be subject to harassment, retaliation, or, in the case of an employee, adverse employment consequences, threats of adverse employment consequences, or actual or threatened reports to immigration authorities, because of such report or participation. This protection extends to Representatives, independent contractors and former employees who report a Concern in good faith, even if the allegations are not substantiated after an investigation.

No Representative will be subject to liability or retaliation for disclosing a trade secret in compliance with 18 U.S.C. §1833 either:

(a) In confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a Concern; or

(b) In a complaint or other document filed in a lawsuit or other proceeding under seal.

Any Representative who retaliates against someone who in good faith has reported or participated in a review or investigation of a Concern will be subject to discipline, up to and including termination of employment or volunteer status. Anyone who believes that a Representative has been subject to harassment, retaliation, or adverse employment consequences as a result of making a good faith report or participating in a review or investigation of a Concern should contact the AHA’s General Counsel, who also serves as the AHA’s Ethics Officer. Nothing in this Policy shall limit the procedures and protections in the AHA’s policy prohibiting Unlawful Harassment, which is contained in the Employee Policy Manual.

For the purposes of this Policy, the term “good faith” means the reporter reasonably believes the Concern to be true and reasonably believes it to constitute illegal conduct, fraud, or violation of AHA policy. The “good faith” protection in this Policy does NOT prevent action against a reporter who participates in the illegal activity, fraud, harassment, or violation of AHA policy.

Confidentiality

The AHA encourages anyone reporting a Concern to identify himself or herself in order to facilitate the investigation of the Concern. However, Concerns may be submitted on a confidential and/or anonymous basis. The AHA shall take reasonable steps to protect the identity of the Representative and shall keep reports of Concerns confidential to the extent possible, consistent with the need to conduct an adequate investigation.

Reporting Procedures

The AHA has and will maintain a system for reports of Concerns by any Representative as well as people outside the organization. If you have questions or concerns about compliance with any of the policies listed above, or are unsure about what is the “right thing” to do, we strongly encourage you to first talk with your supervisor, program leader, another AHA Leader or the Human Resources department. If for any reason you are uncomfortable talking to any of these individuals, contact the AHA ethics hotline at 866-293-2427 or to report your concerns. Your calls will be handled in confidence.

Every Concern will be evaluated and investigated as appropriate based on the determination of the Ethics Officer or, for Concerns that are strictly about personnel matters or compliance with human resources policies, the EVP of Human Resources. Concerns regarding financial improprieties or, accounting or audit matters will be investigated under the supervision of the chairperson of the AHA Audit Committee. Concerns about any of the named leaders in this paragraph will be investigated under the supervision of the Chief Administrative Officer.

Periodic Reviews

To ensure that the AHA operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its reputation or tax-exempt status, the Audit Committee shall conduct periodic reviews of this Policy. The Ethics Officer will report to the Audit Committee, at least annually, on the nature and results of all investigations covered by this Policy, as well as the need for any modifications to this Policy, while preserving any confidences required by law.

Miscellaneous

The AHA shall retain any records related to the investigation and resolution of a reported Concern as required by the AHA’s Records Retention and Destruction Policy. All such records are considered privileged and strictly confidential.

This Policy shall be distributed to all Representatives. Failure to comply with the Policy may result in discipline or removal, up to and including termination of employment, contract or volunteer status.