1. Introduction & Purpose

This Whistleblower & Ethics Reporting Policy (the "Policy") establishes a framework for Nexly Corporation ("Nexly" or the "Company") to encourage and facilitate the reporting of suspected misconduct, unethical practices, and violations of Company policies, laws, and regulations. Located at 701 South Street Suite 100, Mountain Home, AR 72653, Nexly is committed to maintaining the highest ethical standards and operating with integrity. This Policy is designed to:

• Encourage Reporting: Encourage employees, contractors, vendors, and other stakeholders (collectively, "Reporting Parties") to report suspected misconduct, unethical behavior, or violations of the law without fear of retaliation.
• Protect Whistleblowers: Protect Reporting Parties from retaliation for reporting suspected wrongdoing in good faith.
• Ensure Confidentiality: Maintain the confidentiality of reports, to the extent possible, to protect the privacy of the Reporting Party and the integrity of any investigation.
• Facilitate Investigations: Provide a clear and efficient process for investigating reported concerns.
• Promote Accountability: Ensure that appropriate action is taken to address confirmed instances of misconduct or unethical behavior.
• Prevent Wrongdoing: Contribute to preventing wrongdoing.
• Comply with Laws and Regulations: Comply with all applicable laws and regulations related to whistleblower protection.

This Policy applies to all Nexly employees, officers, directors, contractors, vendors, and other stakeholders. This Policy is to be read in conjunction with other Company policies, including, but not limited to, the Code of Conduct, the Anti-Discrimination & Equal Opportunity Policy, and the Information Security Policy.

2. Covered Conduct

This Policy covers a wide range of conduct, including, but not limited to:

• Financial Misconduct: Fraud, embezzlement, theft, accounting irregularities, financial reporting violations, and other financial improprieties.
• Bribery and Corruption: Bribery, kickbacks, conflicts of interest, and other forms of corruption.
• Discrimination and Harassment: Discrimination, harassment, and other forms of workplace misconduct.
• Violation of Laws and Regulations: Violation of any applicable laws, regulations, or industry standards.
• Ethical Violations: Violations of the Company's Code of Conduct or other ethical principles.
• Data Privacy and Security Breaches: Violations of data privacy or information security policies.
• Conflicts of Interest: Situations where an individual's personal interests conflict with the Company's interests.
• Retaliation: Any adverse action taken against a Reporting Party for reporting suspected wrongdoing in good faith.
• Environmental Violations: Any violations of environmental laws or Nexly's environmental policies.
• Misuse of Company Assets: Use of company assets that is not permitted, including time or supplies.

3. Reporting Procedures

Nexly Corporation provides multiple channels for Reporting Parties to report suspected misconduct or unethical behavior.

• 3.1. Reporting Channels: Reporting Parties can report concerns through the following channels:
  • Manager or Supervisor: Reporting the concern to their immediate supervisor or manager. This is often the first and most direct avenue, unless the manager is involved in the suspected misconduct.
  • Human Resources Department: Contacting the Human Resources Department (Contact Information: [Specify Contact Information, e.g., hr@nexlycorp.com or 555-1212]).
  • Ethics Hotline: Using the Company's Ethics Hotline, which is operated by an independent third-party. The Ethics Hotline can be accessed by:
    • Phone: Calling [Specify Hotline Phone Number].
    • Website: Visiting [Specify Hotline Website Address].
  • Legal Counsel: Contacting the Company’s Legal Counsel.
• 3.2. Confidentiality: Nexly will make every reasonable effort to maintain the confidentiality of reports, to the extent possible, consistent with the need to conduct a thorough investigation and with legal requirements.
  • Anonymity: Reporting Parties can choose to submit reports anonymously through the Ethics Hotline.
  • Limited Disclosure: Information will be disclosed only to those individuals who need to know it to conduct a thorough investigation, such as the investigator, the Legal Department, Human Resources, and other relevant personnel.
• 3.3. Content of Report: Reports should include as much detail as possible, including:
  • A clear description of the suspected misconduct or unethical behavior.
  • The names of the individuals involved, if known.
  • The date(s) and time(s) of the incident(s).
  • Any supporting documentation or evidence.
  • Contact information for the Reporting Party (although this is optional if the report is submitted anonymously).
• 3.4. Good Faith Requirement: Reporting Parties are expected to report concerns in good faith, meaning they have a reasonable belief that the information they are providing is true. Nexly will not tolerate false or malicious reports.

4. Investigation Process

Nexly Corporation will conduct a thorough and impartial investigation of all reported concerns.

• 4.1. Initial Assessment: Upon receiving a report, the designated recipient (e.g., the Head of HR, the Legal Department, the Ethics Hotline) will conduct an initial assessment to determine:
  • Whether the report falls within the scope of this Policy.
  • The nature and severity of the alleged misconduct.
  • The appropriate course of action.
• 4.2. Investigation:
  • Investigator: The investigation will be conducted by a qualified investigator, typically from the Legal Department, Human Resources, or an independent third-party investigator.
  • Objectivity and Impartiality: The investigator will conduct the investigation in an objective and impartial manner.
  • Information Gathering: The investigator will gather information, which may include:
    • Interviewing the Reporting Party.
    • Interviewing the subject(s) of the report.
    • Interviewing witnesses.
    • Reviewing relevant documents and records.
    • Collecting and examining any relevant evidence.
  • Timeliness: The investigation will be conducted promptly and efficiently, typically within [Specify Timeframe, e.g., 30-60 days], although some investigations may take longer depending on the complexity of the issues. The Reporting Party will be kept informed, as appropriate, of the progress of the investigation.
• 4.3. Findings and Conclusions:
  • Written Report: The investigator will prepare a written report summarizing the findings of the investigation, including:
    • The allegations.
    • The evidence gathered.
    • The findings of fact.
    • The conclusions.
    • Recommendations for corrective action, if any.
  • Communication of Results: To the extent permitted by law and while protecting the privacy of individuals, Nexly will communicate the results of the investigation to the Reporting Party and the subject(s) of the report.

5. Protection Against Retaliation

Nexly Corporation strictly prohibits retaliation against any Reporting Party who, in good faith, reports suspected misconduct or unethical behavior.

• 5.1. Definition of Retaliation: Retaliation is any adverse action taken against a Reporting Party because they reported suspected wrongdoing. This includes, but is not limited to:
  • Termination of employment or contract.
  • Demotion.
  • Harassment.
  • Discrimination.
  • Loss of opportunities.
  • Any other adverse employment action.
• 5.2. Prohibition of Retaliation: Nexly will not tolerate retaliation against any Reporting Party.
• 5.3. Reporting Retaliation: Any employee who believes they have been retaliated against for reporting suspected wrongdoing should report it immediately to their manager, Human Resources, or the Ethics Hotline. The report should be as specific as possible.
• 5.4. Investigation of Retaliation: Any allegations of retaliation will be investigated promptly and thoroughly.
• 5.5. Consequences of Retaliation: Any employee found to have engaged in retaliation will be subject to disciplinary action, up to and including termination of employment.

6. Corrective Action

If an investigation confirms that misconduct or unethical behavior has occurred, Nexly Corporation will take appropriate corrective action.

• 6.1. Disciplinary Action: Disciplinary action may be taken against any individual found to have engaged in misconduct or unethical behavior, up to and including termination of employment or contract.
• 6.2. Remedial Measures: Nexly will take appropriate remedial measures to address the misconduct, which may include:
  • Corrective Action: Requiring individuals to take corrective action to address their conduct.
  • Training: Requiring individuals to undergo training on ethics, compliance, or other relevant topics.
  • Policy Improvements: Revising company policies and procedures to prevent future misconduct.
  • Restitution: Seeking restitution for any financial losses incurred by the Company.
  • Legal Action: Pursuing legal action against the individuals involved, if warranted.
• 6.3. Notification (If required or permitted): In certain circumstances, Nexly may notify the relevant authorities, such as law enforcement or regulatory agencies, of the misconduct.

7. Policy Review & Amendments

This Whistleblower & Ethics Reporting Policy will be reviewed and updated regularly to ensure its continued effectiveness and compliance with all applicable laws and regulations.

• Review Frequency: This Policy will be reviewed at least [Specify Frequency, e.g., annually] or more frequently as needed, such as in response to changes in the Company's business, the legal and regulatory landscape, or industry best practices.
• Review Process: The review process will involve:
  • Input from Stakeholders: Seeking input from relevant stakeholders, including Legal Counsel, Human Resources, the Ethics Hotline provider, and other relevant departments.
  • Best Practices Review: Examining industry best practices in whistleblower protection and ethics reporting.
  • Legal and Regulatory Review: Reviewing the Policy to ensure compliance with all applicable laws and regulations.
  • Effectiveness Assessment: Assessing the effectiveness of the Policy and its implementation.
• Policy Amendments and Communication: Any amendments to this Policy will be approved by [Specify Approving Authority, e.g., the Board of Directors or the Executive Leadership Team] and communicated to all Covered Parties through [Specify Communication Channels, e.g., company-wide email, intranet posting, training sessions].
• Policy Ownership: Legal Counsel, with support from Human Resources, is responsible for maintaining and updating this Policy.

8. Policy Accessibility

Nexly Corporation will make this Whistleblower & Ethics Reporting Policy readily accessible to all employees, contractors, and other stakeholders.

• Availability: This Policy will be readily accessible to all Covered Parties through:
  • The Nexly Corporation Intranet at [Insert Intranet Link].
  • The Company's Employee Handbook.
  • Upon request from the Legal Department or Human Resources.
• Distribution: This Policy will be provided to all new employees and contractors during their onboarding process.
• Training: Employees will receive training on how to report concerns and the provisions of this Policy.
• Communication: Nexly will communicate the availability of the Ethics Hotline and other reporting channels to all employees, contractors, and other stakeholders.
• Acknowledgement: Employees and contractors will be required to acknowledge that they have read, understood, and agree to abide by this Policy.
• Updates: All updates to this Policy will be communicated to employees and contractors through the established communication channels (e.g., email, intranet postings, training sessions).

**Acknowledgement:** By accepting employment or engaging with Nexly Corporation, all employees, contractors, and other involved parties are deemed to acknowledge and agree to abide by the terms and conditions outlined in this Whistleblower & Ethics Reporting Policy.