Whistleblower and non-retaliation policy

I. Scope and Right to Modify 

This Whistleblower and Non-Retaliation Policy (“Policy”) pertains to MillerKnoll, Inc. and its controlled company subsidiaries (the “Company”) and is applicable to the Company’s officers, directors, managers, and employees, as well as to its consultants, contractors, agents, and other third parties acting in the Company’s name. 

The Company has the right to supplement and modify this Policy at any time. All questions regarding the interpretation and administration of this Policy should be directed to the Vice President of Compliance and Sustainability (steve_baker@millerknoll.com).

II. General Statement of Purpose

The Company is committed to fostering a workplace conducive to open communication regarding the Company's business practices. The Company encourages covered persons to raise concerns (as described in Section II.1 below) with their supervisors, who can often be an excellent resource regarding concerns. As individuals may not always feel comfortable raising concerns to a supervisor, the Company provides alternate means of reporting concerns as described below. 

Whether concerns are raised with a supervisor or through another channel, the Company is committed to protecting covered persons from unlawful retaliation and discrimination if they disclose or report concerns like those described in Section II.1 below, in good faith. “Good faith” means that a person provides, to their knowledge, truthful and accurate information and has a reasonable basis at the time to believe that the concern being raised or being reported occurred or is going to occur, regardless of whether it is discovered later that the person was mistaken. However, it is a violation of the Policy to knowingly make a false allegation or to lie in an investigation and such conduct may be subject to discipline. 

Note, while the Company encourages concerns and reports to be raised to the Company or through its independent, third-party channel, nothing in the Company’s reporting procedures, this Policy or other Company policies, prevents or in any way restricts or is intended to impede any individual from exercising protected rights, including under the National Labor Relations Act. Similarly, nothing in the Company’s reporting procedures, this Policy or other Company policies, prevents or in any way restricts or is intended to impede any individual from reporting information to federal, state, local or foreign authorities, bodies, regulatory or administrative agencies or commissions as set forth by law or rule, without notice to or approval by the Company, regarding potential misconduct or potential violations of law or regulations, or participating in any investigation or proceeding that may be conducted by any of the foregoing. In addition, nothing in the Company’s reporting procedures, this Policy or other Company policies, limits or waives an individual’s right to receive an award or monetary recovery for information provided to any of the foregoing entities. 

To further these commitments, this Policy: 

  1. Establishes guidance for the receipt, retention, and treatment of verbal or written reports (collectively "Reports") received by the Company regarding, by way of example, any potential or actual 1) misconduct; 2) unethical conduct; 3) violations of the Company’s Code of Business Conduct and Ethics or other Company policies; 4) violations of applicable laws; 5) violations of securities or commodities laws, rules or regulations; 6) fraud; 7) improper accounting, auditing, and disclosure matters; 8) any unsafe or unhealthy working conditions, or 9) retaliation

  2. Establishes guidance for providing a means to make Reports in a confidential and anonymous manner; and

  3. Makes clear the Company's intention to discipline, up to and including termination of employment, any person determined to have engaged in retaliatory behavior which includes, but is not limited to, any form of adverse employment action, demotion, refusal to promote, suspension, threatened or actual discipline, other threats, intimidation, harassment or discrimination in the terms and conditions of employment. 

III. Receipt of Concerns

The Company recognizes that covered persons may not always feel comfortable raising concerns to a supervisor. Reports may be made 7 days a week, 24 hours a day, and the Report can be filed in your own language. There are multiples ways to file a Report: 

  1. Call into the Company’s Ethics and Compliance hotline (“Hotline”). The Hotline is managed by Navex, an independent company engaged to administer the Hotline. Click for an up-to-date list of telephone numbers by country. 

  2. File a Report on Navex’s confidential, Web-based Internet reporting tool; 

  3. Email the Director of the Business Risk Group (anita_bos@millerknoll.com); 

  4. Email to the Vice President of Compliance and Sustainability (steve_baker@millerknoll.com); 

  5. Email to the General Counsel at (jackie_rice@millerknoll.com); or 

  6. Email to any MillerKnoll Human Resources representative. 

Any Report, whether received by Navex or by a Company officer, director, or employee, will be immediately forwarded to the Director of the Business Risk Group and the Vice President of Compliance and Sustainability (part of General Counsel’s office). Reports may be made by phone or in writing and, subject to applicable laws and regulations, may be made anonymously. Any Reports relating to accounting, financial controls, auditing or disclosure matters, securities laws, rules or regulations or fraud will be forwarded to the Audit Committee Chair by General Counsel. 

The Company has designated the Director of the Business Risk Group and/or the Vice President of Compliance and Sustainability, as appropriate, to coordinate any necessary Company action in response to a Report. The Company’s Global Investigations Policy will govern any investigations into allegations of misconduct or wrongdoing that are initiated in response to a Report. 

IV. Retention

Reports filed under this Policy will be controlled and documented by the Director of the Business Risk Group or the General Counsel’s office, and all related documentation shall be maintained for six years. All related documentation shall be maintained in secured files to which only Navex, the Director of the Business Risk Group, the Audit Committee members, and General Counsel’s office shall have full access. 

V. Treatment of Reports

As noted above, Reports, as permitted, may be made anonymously. All Reports will be taken seriously and addressed promptly, discreetly, and professionally. The Company’s ability to investigate a Report is, to a degree, dependent on the quality and specificity of the information provided. The Company, therefore, encourages those who report to provide as detailed information as possible when making a report and, if the report is submitted anonymously, to consider following up to find out if the Company has questions. 

Discussions and documentation regarding Reports will be kept in strict confidence and disclosed and discussed within the Company on a need-to-know basis. Reports will be confidential to the extent consistent with applicable law and to the extent possible and consistent with the Company’s commitment to investigate and take appropriate action. As a result, absolute confidentiality cannot be guaranteed. In addition, to the extent allowed or required by applicable laws, information reported may be communicated to federal, state, or local authorities or bodies and regulatory or administrative agencies or commissions. In doing so, there is no guarantee that the Company will be able to maintain the confidentiality of the identity of the person who made the Report. 

Should the person submitting the Report identify himself or herself, the recipient of the Report will, to the extent possible, appropriate, and permitted by law, communicate to the person the steps taken to address the Report and the outcome. However, to protect the confidentiality of participants, the Company cannot guarantee that it will be able to provide such feedback, and in any event will not typically disclose specific evidence that supports the outcome of an investigation, or the corrective or specific disciplinary actions taken, if any.

All parties involved in an investigation play an important role in the Company’s fact-finding process. Good faith cooperation of individuals in investigations is critical. Cooperation includes adhering to honesty and candor during the investigation process and a person who fails to cooperate may be subject to disciplinary action. 

VI. No Retaliation

Retaliation of any kind against any person that 1) files or assists in filing a Report; 2) raises a concern in good faith under this Policy either internally or through Navex; 3) assists in an internal or external investigation or proceeding regarding a violation of applicable laws, rules, regulations, or Company policies; or 4) engages in whistleblowing activities under Sarbanes Oxley or Dodd-Frank, is strictly prohibited. Anyone determined to have engaged in retaliatory behavior may be subject to discipline, which could include termination of employment. Anyone who feels that he or she has been subjected to any behavior that violates this Policy should immediately report such behavior to his or her supervisor or using the channels described above.

VII. Audit Committee Review of Reports

A summary of reports received under this Policy will be communicated to the Audit Committee on a quarterly basis (or a more frequent basis should conditions warrant more timely action).

VIII. Local Laws 

To the extent that local laws require modifications to the procedures outlined here, the Company complies with such legal requirements.