Corporate Governance - Conduct
In keeping with the policy of maintaining the highest standards of conduct and ethics and reaffirming that Kennedy Wilson is fully committed to complying with all applicable laws that protect employees against unlawful discrimination or retaliation as a result of their disclosure or reporting of questionable or illegal acts by the Company or its agents, Kennedy Wilson will investigate any suspected fraudulent or dishonest use or misuse of the Company’s resources or property by employees, board members, or consultants.
Kennedy Wilson is committed to maintaining the highest standards of conduct and ethical behavior and promotes a working environment that values respect, fairness and integrity.
All employees, board members and consultants shall act with honesty, integrity and openness in all their dealings as representatives for the Company. Failure to follow these standards will result in disciplinary action up to and including termination of employment, dismissal from the board, termination of consulting arrangement and possible civil or criminal prosecution if warranted.
Our employees are key to Kennedy Wilson’s success, especially as it relates to ethics and compliance. For this reason, Kennedy Wilson has created the Ethics & Compliance Hotline, a way for you to report concerns or misconduct, to ask questions about ethics or compliance issues, or to offer suggestions.
We have chosen EthicsPoint, an independent provider of hotline services, to operate our Hotline. Features of the Hotline include:
Kennedy Wilson genuinely wants to hear from you. We will take your concern seriously and conduct an appropriate investigation.
Kennedy Wilson is committed to maintaining an environment in which employees feel free to report all suspected misconduct, and prohibits retaliation against anyone who raises such a concern in good faith or cooperates in a company investigation.
Employees, board members and consultants are encouraged to report suspected fraudulent or dishonest conduct (i.e. to act as a “whistleblower”) pursuant to the procedures set forth below.
All current employees will be issued this Whistleblower / Code of Conduct Policy and Certification, and all new employees will be issued this Whistleblower / Code of Conduct Policy during the new employee’s orientation.
PROCEDURES FOR REPORTING COMPLAINTS
Employees, board members and consultants are encouraged to report (a “Report”) suspected fraudulent or dishonest use or misuse of resources or property or their concerns about questionable accounting or auditing matters and suspected violations of legal or regulatory requirements.
Subject to the Company’s Code of Ethics, persons who believe that a violation of this Code has occurred or have a concern regarding questionably dishonest or unethical matters, may immediately report their concerns for determination of due process directly to:
The Ethics & Compliance Hotline is a toll-free phone line accepting calls 24 hours a day, every day of the year. Information may be given anonymously using the Hotline. You may also submit concerns electronically to the Hotline at www.kennedywilson.ethicspoint.com
Reports may be made by any such person candidly, confidentially, or anonymously, and may be made in writing (including e-mail), telephonically, or in person.
In making a Report, individuals should exercise due care to ensure the accuracy of the information disclosed and should provide sufficient information to enable an investigation to be conducted.
Management, Chief Administrative Officer, Senior Managing Director, Human Resources, and Audit Committee Chair:
9701 Wilshire Boulevard, Suite 700
Beverly Hills, CA 90212
Ethics & Compliance Hotline
Toll free number
International toll free service Japan
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:
Baseless Allegations: Allegations made with reckless disregard for their truth or falsity. People making such allegations may be subject to disciplinary action up to and including termination of employment, dismissal from the board, termination of consulting arrangement by Company, and/or legal claims by individuals who were accused of such conduct.
Whistleblower: An employee, board member or consultant who informs a Supervisor / Manager, Chief Administrative Officer, Senior Managing Director, Human Resources, Audit Committee Chair or EthicsPoint, about an activity relating to Kennedy Wilson which that person believes to be fraudulent or dishonest.
PROCEDURES FOR HANDLING REPORTS
Any Report that is made directly to management of suspected fraudulent or dishonest conduct (whether reported candidly, confidentially or anonymously) shall be promptly reported to the Audit Committee Chair.
Each Report forwarded to the Audit Committee Chair by management and each Report that is made directly to the Audit Committee Chair (whether reported candidly, confidentially, anonymously or to EhticsPoint) shall be reviewed by the Audit Committee. The Audit Committee may, in its discretion, consult with any member of management who is not the subject of the allegation and who may have appropriate expertise to assist the Audit Committee. The Audit Committee shall determine whether the Audit Committee or management should investigate the Report, taking into account the considerations outlined under Investigation below.
Reasonable care should be taken in dealing with suspected misconduct to avoid:
Due to the important yet sensitive nature of the suspected violations, effective follow–up is critical. Supervisors / Managers, while appropriately concerned about “getting to the bottom” of such issues, should not in any manner perform any investigative or other follow up steps on their own. Accordingly, a Supervisor / Manager who becomes aware of suspected misconduct:
AUDIT COMMITTEE RESPONSIBILITIES
The Audit Committee will maintain a log of all Reports, tracking their receipt, investigation and resolution. The Chief Administrative Officer and Senior Managing Director, Human Resources shall have access to the log of Reports. Copies of the log and all documents obtained or created in connection with any investigation will be retained for a period seven (7) years.
The Audit Committee shall receive, retain, investigate and act on complaints and concerns reported to them from employees of the Company or its subsidiaries, the Company’s stockholders and other interested parties regarding:
In the discretion of the Audit Committee, responsibilities of the Audit Committee created by these procedures may be delegated to the Audit Committee Chair or to a subcommittee of the Audit Committee.
All Reports including suspected but unproved matters will be reviewed and analyzed, with documentation of the receipt, retention, investigation and treatment of the complaint.
In determining whether management or the Audit Committee should investigate a Report, the Audit Committee shall consider the following:
Upon completion of Investigation, appropriate corrective action will be taken, if necessary, and the findings communicated back to the reporting person and his or her Supervisor / Manager as may be appropriate under the circumstances.
Some cases may warrant investigation by an independent third party such as an outside audit firm or outside legal counsel.
Kennedy Wilson will protect whistleblowers as follows:
VII. RETENTION OF RECORDS
The Audit Committee shall retain, for a period of seven years, all records relating to (a) any Accounting Claim(s) or Legal Claim(s) or report of a Retaliatory Act(s) and (b) the investigation of any such Report(s).
Prepared By: James Ozello, Senior Managing Director
Approved By: Robert Chung, Attorney at Law, Loeb & Loeb Norman Creighton, Audit Committee Chair
Issued on: July 2010