Securities Regulators in Canada have established rules requiring the audit committees of public companies to develop procedures for complaints received regarding accounting, internal accounting controls or auditing matters, and for a confidential, anonymous submission procedures for employees who have concerns regarding questionable accounting or auditing matters. To meet these requirements, the Company's Audit Committee of the Board of Directors has developed this Whistleblower Policy,
It is the responsibility of all directors, officers and employees, including contract employees and consultants, to comply with the law and the Company's policies, and to report any wrong doing or violations or suspected violations, including those relating to accounting, internal accounting controls, questionable accounting or auditing matters, in accordance with this Whistleblower Policy,
No director, officer or employee who in good faith files a complaint, submits a concern or reports any wrongdoing or a violation or suspected violation shall suffer harassment, retaliation or adverse employment consequence. An employee who retaliates against someone who has made such a filing, submission or report in good faith is subject to discipline up to and including termination of employment. This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns within the Company rather than seeking resolution outside the Company.
Acting in Good Faith
Anyone filing a complaint, submitting a concern or reporting wrongdoing or a violation, or suspected violation, must be acting in good faith and have reasonable grounds for believing the information disclosed. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
Anyone with a complaint or concern about the Company should try to contact their supervisor or manager responsible for the group which provides the relevant service, recognizing however, that this depends on the seriousness and sensitivity of the issues involved and who is suspected of wrongdoing. As an alternative, complaints or reports under this Whistleblower Policy may be submitted on a confidential basis, and concerns of employees regarding questionable accounting or auditing matters may be submitted on a confidential, anonymous basis, to Whistleblower Security Inc., an independent third party reporting service retained by the Company for reporting services only. All reports received by Whistleblower Securities are forwarded directly to the Chair of the Audit Committee for further investigation.
Whistleblower Securities Inc. may be contacted in any of the following ways:
Callers to the hotline and submissions online will have the ability to remain anonymous if they choose.
Confidentiality requested under this Whistleblower Policy will be respected. Use of a non-identifiable third party e-mail address may be used to maintain anonymity.
Employment-related concerns should continue to be reported through normal channels such as a supervisor or manager.
Handling of Reports
The Audit Committee of the Board of Directors shall address all reports submitted to it of complaints or concerns, including those regarding wrongdoing, corporate accounting practices, internal accounting controls or auditing matters. All reports submitted to the Audit Committee of the Board of Directors will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.