The GitLab Foundation (the “Foundation”) is committed to lawful and ethical behavior in all of its activities and requires directors, officers, volunteers, and employees to act in accordance with all applicable laws, regulations and policies and to observe high standards of business and personal ethics in the conduct of their duties and responsibilities.
The Foundation’s Whistleblower Policy aims to establish policies and procedures to (a) detect, correct, and prevent improper activities; (b) encourage each Foundation director, officer, employee and volunteer to report what he or she in good faith believes to be a material violation of law or policy, or questionable accounting or auditing matter, by the Foundation; (c) ensure the receipt, documentation, retention of records, and resolution of reports received under this policy; and (d) protect individuals from retaliatory action as a consequence of reporting any alleged wrongdoing.
Each individual subject to this policy (“Reporters”) has an obligation to report what he or she believes is a material violation of law or policy or any questionable accounting or auditing matter by the Foundation, its officers, directors, employees, volunteers, agents or other representatives. Reporters must also notify the Foundation if they become aware an action needs to be taken in order for the Foundation to be in compliance with law or policy or with generally accepted accounting practices. The types of concerns that should be reported include, for purposes of illustration only and without being limited to, the following:
Whenever possible, an employee should seek to resolve concerns by reporting issues directly to his/her manager or to the next level of management as needed until matters are satisfactorily resolved. However, if for any reason an employee is not comfortable speaking to a manager or does not believe the issue is being properly addressed, the employee may contact the Foundation’s President & CEO or Board Chair. Whenever practical, reports should be in writing.
Managers are required to report suspected fraudulent or dishonest conduct to the President & CEO or Board Chair. While managers are expected to exercise reasonable care to avoid baseless allegations, they should not conduct their own investigations. Managers should avoid discussing the suspected conduct with anyone other than the President & CEO or Board Chair. However, if the suspected conduct rises to such a level that a manager reasonably believes that a report to the President & CEO or Board Chair will be disregarded or otherwise not fairly considered, such manager may then report the suspected conduct to the next individual as provided in Conflicts of Interest, below.
Directors and other volunteers may submit concerns to the President & CEO or the Board Chair. If a concern rises to such a level that the director or volunteer reasonably believes that a report to the President & CEO or Board Chair will be disregarded or otherwise not fairly considered, such individual may then report the concern to the next individual as provided in Conflicts of Interest, below. Whenever practical, reports should be in writing.
Reports may be submitted anonymously. Because it is impossible to seek additional information from a reporting individual about anonymous reports, such reports should include as much specific information as possible. The Foundation will explore anonymous allegations to the extent possible, but will weigh the prudence of continuing such investigations against the likelihood of confirming the alleged facts or circumstances from attributable sources.
The Foundation will investigate all reports filed in accordance with this policy with due care and promptness. The scope and other details of every investigation will depend on the nature of the report and the related circumstances. Matters reported to the President & CEO may be investigated by the President & CEO. However, the President & CEO shall promptly report the initiation of an investigation to the Board Chair. Matters reported to the Board Chair may be referred to the President & CEO for investigation or to the Board Secretary. The President & CEO or Board Chair will consult with legal counsel if and when necessary. To protect the privacy of the individuals involved, the Foundation will handle matters with as much discretion as the circumstances permit, with the understanding that details of reports may need to be shared with others in order to investigate such reports properly. Appropriate corrective action will be taken if called for based upon the facts determined by the investigation.
No director, officer, volunteer, or employee who makes a report in good faith under this policy (a “Whistleblower”) shall be threatened, discriminated against or otherwise subject to retaliation. Any director, officer, volunteer, or employee who retaliates against a Whistleblower is subject to discipline up to and including dismissal from the volunteer or officer position, termination of employment, or removal from the Board. The Foundation will treat retaliation as a separate and independent violation of this policy. Whistleblowers who believe that they have been retaliated against may file a written complaint with the President & CEO or Board Chair.
Protection under this policy also extends to any director, officer, employee, agent, professional advisor, volunteer or other member of the Foundation community who:
Anyone reporting under this policy must act in good faith and have reasonable grounds for believing the matter raised is a serious violation of law or policy or a material accounting or auditing matter. The act of making allegations that prove to be unsubstantiated, and that prove to have been made maliciously, recklessly, with gross negligence, or with the foreknowledge that the allegations are false, will be viewed as a serious disciplinary offense.
Reports and investigations pertaining to them shall be kept confidential to the extent possible. However, consistent with the need to conduct an adequate investigation, the Foundation cannot guarantee complete confidentiality. Disclosure of information relating to an investigation under this policy by Foundation staff, directors, or others involved with the investigation to individuals not involved in the investigation will be viewed as a serious disciplinary offense.
If the complaint involves the President & CEO, the Board Chair, or anyone charged with investigating the report, the involved individual(s) will not be permitted to participate in the consideration of the complaint or determine the action to be taken in response. In the event that the Board Chair has a conflict of interest, the investigation will be assigned by the next individual on the following list without a conflict of interest: Secretary, Treasurer or other Board member.