Approved by the Executive Committee on December 9, 2010.

A. Policy on Ethical and Financial Misconduct

The International Center of Medieval Art (the “ICMA”) is committed to achieving the highest standards of ethical conduct and institutional integrity.  It seeks to comply with all applicable laws and regulations, accounting standards, auditing practices, and ethical guidelines.

The ICMA’s Officers, Directors, ex officio committee members and Administrator have an affirmative duty to report violations of applicable law, standards and guidelines.  If an Officer, Director or committee member or the Administrator observes, learns, or in good faith believes it is possible that a colleague or other person has violated the ICMA’s ethical or financial guidelines, he or she must report the violation immediately.

In support of this Policy, the Executive Committee of the ICMA has established certain procedures for the submission, investigation, resolution and retention of complaints.  These procedures are set forth below.

B. Procedures for Ethical and Financial Complaints

1. Scope

These procedures apply only to complaints of a financial or ethical nature.   They do not apply to personnel complaints, including matters related to occupational safety and health, discrimination, or harassment, all of which should be directed to the ICMA’s Executive Committee. In such non-financial matters, in the event that some or all these individuals have or are perceived by the complainant to have a conflict of interest, or if the complainant is not comfortable bringing the matter to the Executive Committee, the initial report may be made to the General Counsel of the ICMA. Similarly, if the complainant is not satisfied with the response of the Executive Committee to an initial report, a secondary report may be made to the ICMA’s General Counsel.

Legitimate complaints of a financial nature include the following:

• Financial fraud or fraudulent statements to any governmental entity.
• Intentional misstatements, misrepresentations, deception, or fraud in the preparation, review or audit of any financial statement or report of the ICMA.
• Significant deficiencies in or intentional noncompliance with the ICMA’s internal accounting controls.
• Misappropriation of ICMA assets or embezzlement.
• Violations of the ICMA Code of Ethics or other unethical conduct related to the individual’s position within, or responsibilities to, the ICMA, including self-dealing, misuse of ICMA resources, and inappropriate relations with vendors.
• Violations of applicable laws, rules and regulations related to accounting, internal accounting controls, auditing and financial matters.
• Retaliation against individuals who submit complaints in good faith.

2. Submission Process

3. Investigation

Upon receipt of any complaint or concern under these procedures, the General Counsel will first decide whether the complaint or concern relates to matters covered by this Policy and, if so, whether an investigation is warranted.  In determining whether an investigation is warranted, the General Counsel shall consider a number of factors, including: (1) who is alleged to have committed the wrongdoing and his or her position within the ICMA; (2) the seriousness or materiality of the alleged wrongdoing; (3) whether similar allegations have been made in the past; and (4) the specificity of the information provided.

All investigations will be conducted by or at the direction of the General Counsel.  The General Counsel may consult or request assistance from members of the Board or Executive Committee or the Administrator with appropriate expertise or information to assist in the investigation or disposition of the complaint.  The General Counsel may also engage outside auditors, outside counsel or other experts to assist in the investigation and in the analysis of results.

To the extent reasonably possible, the General Counsel will assure that investigations of complaints are conducted in a confidential manner.  In particular, the General Counsel will attempt to keep confidential the identity of the complainant and the alleged wrongdoer, the nature of the complaint and the existence of the investigation.

4. Resolution

Upon the conclusion of the investigation, the General Counsel will make recommendations to the appropriate staff and/or the Audit Committee regarding corrective measures. Such corrective measures may include, for example, employment sanctions (including termination), discussions with law enforcement or governmental bodies, and the implementation of new ethical, auditing, accounting or financial policies. If the determination is made that no corrective measures are necessary, the General Counsel will report the matter to the Audit Committee consistent with Section 5 of this Policy. If the General Counsel is aware of the identity of the complainant, the General Counsel may inform the complainant of the resolution if, in the General Counsel’s discretion, he or she feels it is appropriate to do so. The General Counsel shall also have discretion to decide whether it is appropriate to notify the subject(s) of the complaint regarding resolution of the complaint.

5. Reports to Audit Committee

The General Counsel shall report to the Audit Committee on the status of all open complaints, or the absence of any open complaints, at least once per fiscal year.  The report shall list (a) all new complaints and complaints still open at the time of the report, regardless of when made (including minor complaints or complaints that are ultimately found to be without merit); (b) the results of all investigations not previously reported; and (c) the disposition of all complaints not previously reported.

The Audit Committee shall review, and have oversight responsibility for, all complaints, investigations and resolutions.

6. No Retaliation

The ICMA strictly prohibits retaliation against any person who, in good faith, makes or supports a complaint or provides assistance to an investigation under this Policy, even if the complaint is ultimately determined to be without merit.  However, persons who make complaints or provide information that they know to be false, or do not reasonably believe to be true, may be subject to disciplinary action, including termination of office, directorship, committee membership or employment.

7. Protection and Retention of Records

All documents relating to this Policy (including reports to the Audit Committee) are confidential and privileged. Access to such documents will be granted at the discretion of the Audit Committee.

All documents relating to reports made pursuant to this Policy shall be retained for at least seven years from the date the report was received.  After that time, the documents may be destroyed unless relevant to any pending or potential litigation, inquiry, or investigation, in which case the documents may not be destroyed and must be retained for the duration of that litigation, inquiry, or investigation and thereafter as necessary.