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Table of Contents
1. Summary
2. Scope
3. Definitions
4. Compliance Reports
5. Anti-Retaliation
6. Investigation of Compliance Reports
7. External Disclosures
8. Investigative Records
9. Duty to cooperate and preserve relevantmaterials
10. Violations and Disciplinary Actions
1. Summary
1.1 Capturiant, Capturiant Analytics, Capturiant Marketing, all Cayman Island entities, Capturiant Ltd. (Bahamas), and Capturiant, LLC (Delaware) and Capturiant Services, LLC (Wyoming) (collectively referred to as "Capturiant”) is committed to ethical and lawful business conduct and to complying with all applicable laws, regulations and policies that govern our business. This Escalation and Investigations Policy (“Policy”) describes our policies, procedures and best practices for reviewing, investigating and resolving any event, incident, situation or conduct that any reporting individual believes, in good faith, violates, or may violate, an applicable law or regulation, and/or Capturiant policies or procedures (a “Compliance Report”).
1.2 This Policy governs the reporting, intake, investigation, documentation and resolution of Compliance Reports. It is intended to ensure that there is a consistent approach for conducting Compliance Investigations; Employees who are subject to, or otherwise participate in an investigation are treated fairly and consistently across the enterprise; that reported concerns are handled in a centralized manner to ensure appropriate staffing and follow through; and that, as appropriate, allegations meeting certain criteria are referred to in-house or outside counsel for investigation subject to any applicable privileges, including the attorney-client privilege and/or work product doctrine.
2. Scope
2.1 Capturiant has adopted by each entity, and to Capturiant’s respective employees, officers, directors, agents and representatives (collectively, “Employees”).
3. Definitions
3.1 A “Compliance Investigation” is an investigation conducted by the Chief Compliance Officer, regarding a Potential Compliance Issue.
3.2 The “Ethics Helpline” is Capturiant’s externally managed helpline and confidential reporting system, allowing Employees to report Potential Compliance Issues, as well as to ask questions and receive guidance about their ethical obligations.
3.3 A “Potential Compliance Issue” (“PCIs”) is defined as a significant event, incident, situation or conduct believed, in good faith, to violate or potentially violate an applicable law or regulation, and/or other Capturiant’s policies or procedures.
4. Compliance Reports
4.1 Employees are required to promptly report any event, incident, situation or conduct believed, in good faith, to violate, or that may violate, an applicable law or regulation, and/or Capturiant’s policies or procedures.
4.2 Employees may always report allegations of improper activity to their direct supervisor or the Chief Compliance Officer. However, Capturiant recognizes that Employees may not always feel comfortable raising concerns internally and therefore Compliance Reports may also be submitted to Capturiant’s Ethics Helpline. The confidential Ethics Helpline is hosted by a third party.
It is available by telephone, email or the internet as follows:
Website: www.safehotline.com
Telephone: In the U.S., call toll-free by dialing 1-855-662-7233.
Email: info@safehotline.com
Compliance Reports must be factual, made in good faith, and contain as much information as possible. All Compliance Reports will be taken seriously and addressed promptly, discreetly, and professionally. All reported information, including the name of the reporter, is treated as confidential subject to applicable legal and regulatory requirements. While Compliance Reports may be made anonymously, should the person submitting the Compliance Report identify themselves, the recipient of the Compliance Report will communicate to the employee the steps to be taken to address the Compliance Report, and the person will, when appropriate, receive information allowing further comment and follow up regarding the Compliance Report.
5. Anti-Retaliation
5.1 Capturiant prohibits retaliation against anyone who reports a concern in good faith or participates in the investigation of a Compliance Report. Those who raise concerns or make a Compliance Report in good faith shall not be disciplined, threatened, harassed or in any other manner retaliated against for doing so. Anyone who engages in or condones conduct in violation of this Policy is subject to disciplinary action, up to and including termination.
5.2 This does not prevent Capturiant from taking appropriate disciplinary action against a person who is found to have violated a law or regulation, or Company policies or procedures, whether or not that person made the Compliance Report or participated in the investigation of it.
6. Investigation of Compliance Reports
6.1 Capturiant takes all Compliance Reports seriously and will promptly review Potential Compliance Issues discretely and professionally in order to determine the appropriate course of action.
6.2 Initial Reporting
6.2.1 Capturiant requires Employees to report any actual or suspected PCIs. Employees and third parties may report a PCI through the Ethics Helpline. In addition, PCIs may also be reported initially to an immediate supervisor/manager, or the Chief Compliance Officer.
6.2.2 Reports of PCIs must be factual, made in good faith, and contain as much information as possible. Whether first communicated to an immediate supervisor/manager, or the Chief Compliance Officer, all reported information, including any information about the reporter, will be treated as confidential, subject to applicable legal and regulatory requirements.
6.2.3 The Chief Compliance Officer will review all Compliance Reports to determine whether the Compliance Report a) contains adequate information to be investigated and b) how the Compliance Report will be investigated, including who will comprise the investigation team. If a Compliance Report is determined to have been previously reviewed or contains insufficient or inadequate information to be investigated the Chief Compliance Officer will consider the matter closed. The Chief Compliance Officer will document all such closures and their basis.
6.2.4 Where circumstances warrant, the Chief Compliance Officer may elect to engage outside counsel to conduct or assist with an investigation.
6.3 Investigation Process
6.3.1 A lead investigator (“Lead Investigator”) will be assigned to each investigation that does not involve outside counsel. The Lead Investigator will conduct the investigation under the control and oversight of the Chief Compliance Officer in accordance with the Protocol for Investigating Potential Compliance Issues.
6.3.2 All Compliance Investigations shall conclude with a memorialization of the findings and outcome of the Compliance Investigation, which should also identify any disciplinary actions and systemic remediation undertaken (the “Final Compliance Investigation Report”). The Protocol for Investigating Potential Compliance Issues provides detailed guidance regarding the format and content of the Final Compliance Investigation Report.
6.3.3 At the conclusion of an investigation the Lead Investigator will review the relevant findings with the Chief Compliance Officer and those findings will be appropriately documented.
7. External Disclosures
7.1 Should an investigation lead to the discovery of facts or conduct that might warrant mandatory or voluntary reporting to law enforcement or regulatory agencies, the Chief Compliance Officer will immediately consult with outside counsel to discuss the appropriate course of action.
8. Investigative Records
8.1 Investigative case files will be maintained in accordance with Capturiant’s document retention policy and will include all appropriate documentation relating to the Compliance Report, as well as documentation generated as part of the investigation. Such documentation should include any investigation reports, interview notes and memoranda, key documents/evidence, and workpapers.
9. Duty to cooperate and preserve relevant materials
9.1 From time to time, an Employee may be asked to provide or preserve documents related to a Compliance Investigation or may receive a request to participate in an investigative interview. All Employees are obligated to cooperate with an investigation by timely providing truthful accounts and relevant documents in response to interviews, questions and information requests. The destruction of documents or other evidence related to an investigation is prohibited. Any individual who fails to cooperate, or otherwise obstructs, impedes or improperly influences an investigation, or attempts to do so, will be subject to disciplinary action, up to and including termination.
10. Violations and Disciplinary Actions
10.1 A violation of this Policy is a serious matter. Any Employee determined to have violated this Policy may be subject to disciplinary action up to and including termination of employment.
[Last updated on 08.01.2023]