SEC fines The Brink’s Company for whistleblower protection rule violations
The Securities and Exchange Commission (SEC) today announced settled charges against The Brink’s Company for requiring employees to sign restrictive confidentiality agreements prohibiting the disclosure of any financial or business information to third parties, without an exemption for potential SEC whistleblowers, from at least 2015 through 2019.
The SEC’s order finds that, from at least April 2015 through April 2019, Brinks used an employee confidentiality agreement that prohibited employees from disclosing confidential company information to any third party without the prior written approval of Brinks. According to the SEC’s order, the confidentiality agreement threatened current and former employees with liquidated damages and legal fees if they failed to notify the company prior to disclosing any financial or business information to third parties.
According to the order, the confidentiality agreement did not provide an exemption for potential SEC whistleblowers. The SEC’s order finds that, in 2015, shortly after the SEC had instituted its initial whistleblower protection action, Brinks modified its employee confidentiality agreement by adding a $75,000 liquidated damages provision for violations of the agreement.
According to the SEC’s order, the confidentiality agreement was signed by thousands of new Brinks employees annually.
The SEC’s order finds that, while Brinks continued to use restrictive confidentiality language for its rank-and-file employees until April 2019, it revised its corporate-level severance agreement to add whistleblower protection information for its executives beginning in January 2017.
Without admitting or denying the findings therein, Brinks consented to the issuance of a cease-and-desist order finding that it violated Rule 21F-17(a) of the Securities Exchange Act of 1934, a whistleblower protection rule that prohibits taking any action to impede potential whistleblowers from communicating with the SEC staff about a possible securities law violation, and ordering Brinks to cease-and desist from future violations of the rule, pay a $400,000 civil penalty, and comply with certain undertakings.
In particular, Brinks has undertaken to amend its employment agreements to make clear that employees may report possible securities law violations to the SEC without prior company approval or forfeiting any resulting whistleblower award, and to make reasonable efforts to contact current and former Brinks employees who had executed the confidentiality agreements after April 10, 2015, and notify them that, notwithstanding the restrictions in the confidentiality agreements that they signed, they may provide confidential information to the SEC staff and accept SEC whistleblower awards.