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Contract analysis / investigation-closing-letter.docx
investigation-closing-letter.docx
1017-00005 · 22 clauses
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I. Purpose and Formal Confirmation of Completion
I. Purpose and Formal Confirmation of Completion Calderwood & Harkness LLP ("C&H" or the "Firm") writes to formally confirm the completion of the independent privileged workplace investigation (the "Investigation") conducted at the direction of the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company"). This letter serves as the formal closing communication for this matter and s
II. Confirmation of Deliverables
II. Confirmation of Deliverables We confirm that the following deliverables have been transmitted to you on this date, August 19, 2023, via secure encrypted file transfer:
1. Final Privileged Investigation Report (the "Report"). This comprehensive written repor Standard
⚑ Commercial term
1. Final Privileged Investigation Report (the "Report"). This comprehensive written report incorporates feedback received from the Joint Committees during the presentation held via secure videoconference on Wednesday, August 16, 2023, which lasted approximately two hours and forty-five minutes. The Report builds upon and supersedes the draft report that was delivered to you on August 11, 2023 for preliminary review.
2. Remedial Recommendations Memorandum (the "Recommendations Memorandum"). This is a sepa
2. Remedial Recommendations Memorandum (the "Recommendations Memorandum"). This is a separate memorandum addressed to the People & Culture Committee and the Audit & Risk Committee detailing the recommended corrective actions arising from the Investigation's findings. We note for the record that the Board Committee Presentation slide deck used during the August 16, 2023 secure videoconference session was previously tr
III. Summary of Investigation Scope and Methodology
III. Summary of Investigation Scope and Methodology A. Scope. The Investigation examined allegations raised by three complainants against Mr. Hale in his capacity as President of APS: • Jenna Morales, Vice President of Development, APS; • Claire Ngo, Senior Director of Talent Relations, APS; and • Darren Whitfield, Senior Vice President of Physical Production, APS. Each complainant's allegations, the evidentiary basi
IV. Summary of Findings
IV. Summary of Findings Without repeating the full analysis contained in the Report, we provide the following summary of the Investigation's principal findings for purposes of this closing letter. A. Substantiated Allegations The Investigation substantiated the following allegations:
1. Sexual Harassment — Jenna Morales. The Investigation substantiated the sexual harassme
1. Sexual Harassment — Jenna Morales. The Investigation substantiated the sexual harassment allegations raised by Jenna Morales against Mr. Hale. Specifically, all four categories of alleged conduct were substantiated: (a) Repeated, unwelcome invitations to Mr. Hale's hotel room during the October 2022 Vancouver production trip for Project Meridian; (b) Sexually suggestive text messages sent by Mr. Hale to Ms. Morale
2. Sexually Inappropriate Comments and Exclusion — Claire Ngo. The Investigation substant
2. Sexually Inappropriate Comments and Exclusion — Claire Ngo. The Investigation substantiated that Mr. Hale made sexually inappropriate comments to Claire Ngo during the company off-site retreat held at the Monarch Valley Resort in Ojai, California on February 17–18, 2023. Additionally, the Investigation substantiated that following the retreat, Ms. Ngo was excluded from key development meetings that she had previou
3. Retaliation — Darren Whitfield. The Investigation substantiated that Mr. Hale retaliat Medium
⚑ Assignment / subcontracting
3. Retaliation — Darren Whitfield. The Investigation substantiated that Mr. Hale retaliated against Darren Whitfield by reassigning two significant productions — Project Meridian and Project Halcyon, with combined budgets of approximately $187 million — from Mr. Whitfield to SVP Cameron Briggs on February 6, 2023. This reassignment occurred approximately two weeks after Mr. Whitfield raised concerns about Mr. Hale's
V. Recommendations (Summary Reference)
V. Recommendations (Summary Reference) Detailed remedial recommendations arising from the Investigation's findings are set forth in the separate Remedial Recommendations Memorandum of even date, which is being transmitted concurrently with this letter and the Report. The Recommendations Memorandum should be reviewed in its entirety by the Joint Committees and the Board. For purposes of this closing letter, we note th
1. Termination of Marcus Hale for Cause. We recommend termination of Mr. Hale's employmen
1. Termination of Marcus Hale for Cause. We recommend termination of Mr. Hale's employment for cause under Section 9.2(b) of his Employment Agreement dated January 7, 2019 (the "Hale Employment Agreement"), based on the substantiated findings of sexual harassment and retaliation. The Recommendations Memorandum includes a detailed analysis of the for-cause termination provisions of the Hale Employment Agreement and th
2. Enhanced Anti-Harassment Training. We recommend the design and implementation of enhan
2. Enhanced Anti-Harassment Training. We recommend the design and implementation of enhanced, interactive anti-harassment training for all senior leaders at APS, including vice president-level employees and above, supplementing and going beyond the mandatory training required under California Government Code section 12950.1.
3. Policy Revisions. We recommend substantive revision of APS Employee Handbook (Californ
3. Policy Revisions. We recommend substantive revision of APS Employee Handbook (California Supplement) Sections 5.3 (Anti-Harassment Policy), 5.7 (Anti-Retaliation Policy), and 8.1 (Complaint & Investigation Procedures) to address the procedural and documentation gaps identified during the Investigation.
4. Hotline Escalation Procedures. We recommend revision of the escalation protocols gover
4. Hotline Escalation Procedures. We recommend revision of the escalation protocols governing the Company's ethics and compliance hotline administered by Meridian Compliance Solutions LLC to ensure that complaints involving senior executives are automatically escalated to the General Counsel and, where appropriate, the relevant Board committees.
5. Independent Workplace Culture Assessment. We recommend the engagement of an independen
5. Independent Workplace Culture Assessment. We recommend the engagement of an independent third-party firm to conduct a comprehensive workplace culture assessment at APS, focusing on issues of harassment, retaliation, and psychological safety.
6. Remedial Measures for Affected Complainants. We recommend that the Company implement s
6. Remedial Measures for Affected Complainants. We recommend that the Company implement specific remedial measures for each of the three complainants, the details of which are set forth in the Recommendations Memorandum.
7. Improvement of HR Documentation Practices. We recommend that APS adopt enhanced docume
7. Improvement of HR Documentation Practices. We recommend that APS adopt enhanced documentation protocols for all complaints, counseling sessions, and disciplinary actions, with mandatory written records maintained in personnel files and the human resources information system. Implementation of each of the foregoing recommendations remains at the discretion of the Board and the Joint Committees. Calderwood & Harknes
VI. Investigation Costs Standard
⚑ Commercial term
VI. Investigation Costs The total professional fees and costs incurred in connection with the Investigation are summarized below. A. Calderwood & Harkness LLP Fees Total Calderwood & Harkness LLP fees for the Investigation period (May 2, 2023 through August 19, 2023) are $1,247,850.00, net of billing adjustments of ($6,795.00). The breakdown by timekeeper is as follows: B. Linden Forensics Group Inc. Fees Fees incurr
VII. Privilege Preservation and Document Retention Medium
⚑ Liability cap to check against exposure
VII. Privilege Preservation and Document Retention A. Privileged Materials We wish to emphasize that all Investigation materials are protected by the attorney-client privilege and the attorney work product doctrine. This protection extends to, without limitation, the following materials: • The Final Privileged Investigation Report; • The Remedial Recommendations Memorandum; • The Board Committee Presentation slide de
VIII. Coordination with Other Advisors Medium
⚑ Notice / time limit to track
VIII. Coordination with Other Advisors The following external advisors were notified or engaged during the course of the Investigation and may require further coordination by AGMG as the Company considers post-investigation steps: • Pendleton & Warwick LLP — AGMG's UK corporate counsel, engaged in connection with UK corporate governance matters, cross-border privilege protocols, and Board-level advisory matters arisi
IX. Continued Availability Medium
⚑ Liability cap to check against exposure
IX. Continued Availability Calderwood & Harkness remains available to the Board, the Joint Committees, and Ms. Blackwood for any follow-up matters arising from the Investigation, including but not limited to: • Assistance with the implementation of the remedial recommendations set forth in the Recommendations Memorandum, including drafting or reviewing revised policies, training program frameworks, and related docume
X. Acknowledgments Standard
⚑ Commercial term
X. Acknowledgments In closing, we wish to express our sincere appreciation for the cooperation and support provided throughout the Investigation by the Board, the Joint Committees, and the following individuals in particular: Ms. Blackwood, who served as the primary point of coordination and whose professionalism and responsiveness were invaluable to the Investigation's timely completion; Patricia Sung, Chief People