§ 715-B — Whistleblower policy

§ 715-b. Whistleblower policy.\n (a) Except as provided in paragraph (c) of this section, the board of\nevery corporation that has twenty or more employees and in the prior\nfiscal year had annual revenue in excess of one million dollars shall\nadopt, and oversee the implementation of, and compliance with, a\nwhistleblower policy to protect from retaliation persons who report\nsuspected improper conduct. Such policy shall provide that no director,\nofficer, key person, employee or volunteer of a corporation who in good\nfaith reports any action or suspected action taken by or within the\ncorporation that is illegal, fraudulent or in violation of any adopted\npolicy of the corporation shall suffer intimidation, harassment,\ndiscrimination or other retaliation or, in the case of employees,\nadverse employment consequence.\n (b) The whistleblower policy shall include the following provisions:\n (1) Procedures for the reporting of violations or suspected violations\nof laws or corporate policies, including procedures for preserving the\nconfidentiality of reported information;\n (2) A requirement that an employee, officer or director of the\ncorporation be designated to administer the whistleblower policy and to\nreport to the board or an authorized committee thereof, except that\ndirectors who are employees may not participate in any board or\ncommittee deliberations or voting relating to administration of the\nwhistleblower policy;\n (3) A requirement that the person who is the subject of a\nwhistleblower complaint not be present at or participate in board or\ncommittee deliberations or vote on the matter relating to such\ncomplaint, provided that nothing in this subparagraph shall prohibit the\nboard or committee from requesting that the person who is subject to the\ncomplaint present information as background or answer questions at a\ncommittee or board meeting prior to the commencement of deliberations or\nvoting relating thereto; and\n (4) A requirement that a copy of the policy be distributed to all\ndirectors, officers, key persons, employees and to volunteers who\nprovide substantial services to the corporation. For purposes of this\nsubdivision, posting the policy on the corporation's website or at the\ncorporation's offices in a conspicuous location accessible to employees\nand volunteers are among the methods a corporation may use to satisfy\nthe distribution requirement.\n (c) A corporation that has adopted and possesses a whistleblower\npolicy pursuant to federal, state or local laws that is substantially\nconsistent with the provisions of paragraph (b) of this section shall be\ndeemed in compliance with provisions of this section. In addition, any\ncorporation that is a state authority or local authority as defined in\nsection two of the public authorities law, and that has complied\nsubstantially with section twenty-eight hundred twenty-four of such law\nand is subject to the provisions of section twenty-eight hundred\nfifty-seven of such law, shall be deemed in compliance with the\nprovisions of this section.\n (d) Nothing in this section shall be interpreted to relieve any\ncorporation from any additional requirements in relation to internal\ncompliance, retaliation, or document retention required by any other law\nor rule.\n