November 21, 2024

1. Overview

The Federal Home Loan Bank of Cincinnati (“FHLB”) is committed to complying with all applicable laws, regulations, policies and controls, and has adopted this Whistleblower and Complaint Handling Policy (“Policy”) to address instances of Questionable Accounting Matters and other complaints as noted herein in order to:

·         Encourage disclosure and investigation of Complaint Matters (as defined below) before they can disrupt the business or operations of the FHLB or lead to serious loss.

·         Promote a climate of accountability with respect to FHLB resources.

·         Ensure that no person should feel at a disadvantage in lawfully raising Complaint Matters.

2. Purpose

The purpose of this Policy is to establish expectations for:

·         The receipt, retention and treatment of complaints received by the FHLB regarding (i) Questionable Accounting Matters (as defined below) and (ii) Other Complaints (as defined below); and

·         The confidential, anonymous submission by employees of the FHLB or other persons of concerns regarding Complaint Matters (as defined below).

3. Scope

This Policy communicates expectations and provides guidance to help ensure all employees or other reporting parties understand their obligation to report Complaint Matters so they may be investigated as described within this Policy. This Policy covers all Complaint Matters involving an employee, officer, director, agent or contractor of the FHLB, except as excluded below. Any person may submit a good faith complaint, report or concern regarding such Complaint Matters without fear of dismissal or retaliation of any kind.

Notwithstanding anything to the contrary herein, this Policy does not cover typical Human Resource matters such as accommodation requests, benefit plan appeals or managerial disciplinary actions subject to the FHLB’s Discipline – Corrective Counseling Policy.

4. Definitions

Complaint Matter – The receipt, retention and treatment of complaints subject to this Policy received by the FHLB regarding (i) Questionable Accounting Matters and (ii) Other Complaints.

Other Complaints – Conduct that would suggest a serious conflict or noncompliance with applicable laws, regulations, policies and controls which, if true, would significantly harm the FHLB’s reputation that is not part of another resolution process.

Questionable Accounting Matters - Conduct that appears to raise ethical or legal concerns in connection with the FHLB’s accounting, internal accounting controls, financial reporting or other auditing matters.

Reporting Party - A person who reports alleged Complaint Matters.

5. Roles and Responsibilities

The Audit Committee of the Board of Directors will oversee and interpret this Policy as well as annually review and assess compliance. The Chief Audit Executive is responsible for the administration of this Policy.

Board Oversight Group – Complaints that involve a Questionable Accounting Matter must be addressed by the Audit Committee, while other types of Complaint Matters may be addressed by the Audit Committee or other group as determined by the Audit Committee Chair or Board Chair if the Audit Committee Chair is conflicted or not available.

Classification and Assignment Group – Initiates the investigation process and supports the Board Oversight Group. If all or a majority of members of this group are not independent of the matter or available, the Audit Committee or Board Chair will determine the composition of the group to perform this role. The Classification and Assignment Group is comprised of the Chief Audit Executive, Chief Human Resources and Inclusion Officer, and General Counsel.

Investigation Leader – Serves as the point person on the investigation. Internal Audit will typically assume this role for Questionable Accounting Matters and Human Resources will for Other Complaints. A Board Director, member of management or external party may also serve as Investigation Leader depending on the facts and circumstances. General Counsel will provide co-leadership on all matters unless named in the Complaint Matter.  In that instance, the Investigation Leader will seek the support of the Board Oversight Group and, potentially, external counsel, for assistance. The Classification and Assignment Group will determine who performs this role, which is subject to review by the Board Oversight Group.

6. Duty To Cooperate With FHLB Investigations

All employees have a duty to cooperate fully with FHLB investigations. Employees shall not withhold information, attempt to mislead investigators or otherwise interfere with any such investigation. Failure to cooperate in any such investigation or to provide requested information is grounds for discipline, up to and including termination.

7. Confidentiality

The FHLB will treat all complaints in a confidential manner. If the Reporting Party has identified themselves when submitting a Complaint Matter in good faith, the FHLB will exercise particular care to keep the Reporting Party’s identity confidential, unless disclosure is required to investigate the Complaint Matter or is required by law or regulation. If such disclosure is required, all attempts will be made to minimize the number of individuals to whom the Reporting Party’s identity is made known. Any employee that has knowledge of the Complaint Matter or is involved in the investigation should not discuss the Complaint Matter with anyone without consent of the Investigation Leader.

8. Policy

FHLB employees are encouraged to report any incident or concerns regarding a Complaint Matter, including, without limitation, the following:

  • Fraud or deliberate error in the preparation, evaluation, review or audit of any FHLB financial statement;
  • Fraud or deliberate error in the recording and maintaining of the FHLB’s financial records;
  • Deficiencies in or noncompliance with, the FHLB’s internal accounting controls;
  • Misrepresentations or false statements to or by a senior officer or accountant regarding a matter contained in the FHLB’s financial records, financial reports or audit reports;
  • Deviation from full and fair reporting of the FHLB’s financial condition; or
  • Securities fraud or violations of any rule or regulation of the Securities and Exchange Commission or any provision of federal law relating to fraud against stockholders;
  • Willful violation of the FHLB’s Policies, Guides and Procedures as published on the intranet, including but not limited to, Standards of Conduct, Code of Ethics for Senior Financial Officers, Non-discrimination and Harassment Free Workplace;
  • Breaches of fiduciary duties owed by Directors and Officers to the FHLB;
  • Violation of laws or regulations;
  • Intentional circumvention of internal Bank procedures or controls;
  • Withholding information from or misleading regulators or auditors; or
  • Falsification of contracts, records or reports.

9. Submission and Receipt of Complaints

The FHLB is committed to creating an atmosphere of mutual respect and dignity that provides a workplace conducive to open discussions of its business practices. All employees with concerns are encouraged to discuss any actual or potential Complaint Matters with any Senior Officer, including the Chief Audit Executive, who, after discussion, may be able to resolve the issue to the employee’s satisfaction.  Employees should exercise their judgment in determining whether a Complaint Matter exists, and whether it is required to be reported under this Policy; if uncertain, the individual should always err on the side of caution and report it.

However, should an employee feel uncomfortable discussing a Complaint Matter directly with a Senior Officer, the employee may report the incident or concern utilizing EthicsPoint, a third-party provider specifically retained by the FHLB for confidential reporting purposes, EthicsPoint may be contacted at:

Reporting Parties are encouraged to provide as much specific information as possible, including names, dates, places and events that took place, the individual’s perception of why the incident(s) may constitute a Complaint Matter, and any recommended action to be taken. EthicsPoint includes a follow-up process whereby the Reporting Party can return to EthicsPoint to obtain a response or anonymously share additional information.

The General Counsel, the Chief Audit Executive, the Chief Human Resources and Inclusion Officer, the Audit Committee Chair and Human Resources, Compensation, and Inclusion Chair each receive reports that are submitted through EthicsPoint based on the topic. If any of these individuals are named within the report, EthicsPoint will not include that person as a recipient.

EthicsPoint is only one method of reporting Complaint Matters. Complaint Matters can be filed via many other methods (e.g., email, verbally, formal letter, etc.). Complaint Matters outside of EthicsPoint must be reported promptly to the Classification and Assignment Group, with the exception that if any member of that group is named in a Complaint Matter, that member, or member(s), should not be a recipient. If any employee is informed of a Complaint Matter from a non-employee, that employee is required to escalate the Complaint Matter to a member of the Classification and Assignment Group.

10. Investigation of Complaints

All Complaint Matters will be reported to the Audit Committee Chair who will determine whether the matter is covered by this Policy. If the matter is outside the scope of this Policy, the Audit Committee Chair may refer it to Management for review and investigation as appropriate.

The Audit Committee Chair, in his/ her discretion, may delegate the investigation of the Complaint Matter to the Chief Audit Executive, General Counsel, or Chief Human Resources and Inclusion Officer and may delegate oversight to an existing Board Committee or call for a special subcommittee to be formed to serve as the Board Oversight Group for a particular matter.  The Board Chair will fulfill this responsibility if the Audit Committee Chair is conflicted or not available.

The Audit Committee has directed the Classification and Assignment Group to establish procedures it deems necessary to properly investigate Complaint Matters. Such procedures will also be designed to protect the confidentiality of the Reporting Person to the fullest extent possible, consistent with the need to conduct an adequate investigation and fulfill all legal requirements.

At its sole discretion, the Audit Committee or the designated Board Oversight Group may utilize appropriate FHLB staff to assist the committee or group in investigating the Complaint Matter and may also hire legal counsel and other advisers at the FHLB’s expense.

Upon completion of the investigation, prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee or its designated Board Oversight Group or Management.

11. Retaliation Prohibited

Retaliation, in any form, will not be tolerated.  Any act of retaliation or reprisal against an FHLB employee who in good faith reports a Complaint Matter or who participates in or otherwise assists an investigation of a Complaint Matter will be considered a serious violation of this Policy and will be subject to disciplinary action up to and including discharge from employment, or in the case of a director, removal from office. Accordingly, an employee should immediately report any act of suspected retaliation, which will be promptly investigated and addressed. An FHLB employee shall not knowingly provide a false report of a Complaint Matter. Appropriate disciplinary action will be taken if it is determined that deliberately false statements have been made. However, reports made in good faith, even when erroneous, are protected by law and this Policy.

12. Document Retention

Investigation Leaders must maintain all records pertaining to this Policy for a period of six years following the end of the year in which the latter of the following two events has occurred: a conclusion has been reached and, if necessary, any remedial action has been taken.  If the Investigation Leader is a Board Director, the Chief Audit Executive must maintain the records. Notwithstanding the foregoing, the destruction of any documentation relating to a matter that is the subject of a known, contemplated or ongoing federal investigation or other official proceeding is prohibited.

13. Exception to Policy

There are no exceptions to this policy.