Audit Committee Whistle-Blower Procedures
Procedure for Receiving Complaints
Any employee of Aon plc (the “Company”) may submit a concern or complaint regarding matters covered by the Audit Committee Whistleblower Procedure to the management of the Company without fear of dismissal or retaliation. Employees may forward concerns or complaints on a confidential or anonymous basis through the Company's Ethics helpline, e-mail, fax or regular mail, using the information set forth below. Concerns and complaints received through these means shall be forwarded to the Company’s Chief Audit Executive.
- Helpline – 1-877-ETHICS6 (1-877-384-4276)
- E-mail – through Aon.com
- Fax – 1-866-206-4295
- Regular Mail:
Aon Corporation, Attn: Chief Audit Executive,
200 East Randolph, Chicago, IL 60601
The General Counsel shall also notify the Chief Audit Executive of any report submitted to him or her by an attorney for the Company pursuant to the rules of the Securities and Exchange Commission (the “SEC”) governing attorney conduct that includes evidence of a material violation of state or federal securities laws, a material breach of fiduciary duty or similar material violation of any federal or state law (“Attorney Reports”).
Scope of Matters Covered by these Procedures
These procedures relate to employee concerns or complaints regarding questionable accounting or auditing matters, including, without limitation, the following:
(i) fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company;
(ii) fraud or deliberate error in the recording and maintaining of financial records of the Company;
(iii) deficiencies in or noncompliance with the Company’s internal accounting controls;
(iv) misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company;
(v) deviation from full and fair reporting of the Company’s financial condition;
(vi) mail fraud, wire fraud, bank fraud, securities fraud, violation of any SEC rule or regulation or violation of any federal law relating to fraud against shareholders; and
(vii) Attorney Reports.
Procedure for Handling Complaints
- Receipt of a Complaint
Upon receipt of a complaint, the Chief Audit Executive will forward a copy of the complaint to the General Counsel and when possible, acknowledge receipt of the complaint to the sender. (Considering that most complaints will be anonymous, it is
understood that such acknowledgement may not be possible.) The Chief Audit Executive and the General Counsel will verify that the complaint actually pertains to a matter covered by these procedures and develop a recommended strategy for the investigation of the complaint.
- Audit Committee Oversight
The Chief Audit Executive will promptly report all complaints relating to material matters covered by these procedures and the recommended strategy for investigating the complaint to the Chairman of the Audit Committee (“Chairman”). The Chairman, shall provide direction and oversight to the The Chief Audit Executive, General Counsel or such other person as the Chairman shall deem appropriate to conduct the investigation.
- Confidentiality
Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.
- Corrective Action
Prompt and appropriate corrective action will be taken as warranted in the judgment of the Audit Committee.
- Procedure Prohibiting Retaliation
In compliance with Section 806 of the Sarbanes-Oxley Act of 2002, the Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of his/her employment based upon any lawful actions of any such employee with respect to good faith reporting of a matter covered by these procedures.
Reporting and Retention of Complaints and Investigations
The Chief Audit Executive will maintain records of all complaints covered by these procedures, tracking their receipt, investigation and resolution and shall prepare a periodic report to the Audit Committee until the matter has been resolved to the satisfaction of the Audit Committee. Copies of all complaints and investigation records will be maintained in accordance with the Company’s document retention policy.