- the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and
- the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters, as that term is used in these Procedures.
The Company also wants to ensure that any employee wishing to submit a report of the type contemplated in the Procedures shall be free to do so without fear of dismissal or retaliation.
As used in these Procedures, the term "questionable accounting or auditing matters" includes, without limitation;
- fraud, deliberate error or misrepresentation in the preparation, evaluation, review or audit of any financial statement of the Company;
- fraud, deliberate error or misrepresentation in the recording and maintaining of financial records of the Company;
- deficiencies in or noncompliance with the Company's internal accounting controls;
- misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the Company's financial records, financial reports or audit reports, or
- deviation from full and fair reporting of the Company's financial condition.
The term “misrepresentation” means:
- an untrue statement of a material fact,
- an omission to state a material fact that is required to be stated, or
- an omission to state a material fact that is necessary to be stated in order for a statement to not be misleading.
General; Filing Reports.
Any person may submit a good faith report of suspected violations of ethical, moral and legal business conduct or questionable accounting or auditing matters related to the Company. Any such allegations may be based on first-hand, direct information, or on other information from any source that the reporting person reasonably believes to be credible. As described herein, any person wishing to make such a report may do so in the following manner:
· |
1. Form of Report. A report of the type contemplated by these Procedures is to be submitted orally by telephone. |
· |
2. To Whom Submitted. Such reports should be submitted to the Company's compliance hotline as set forth on Exhibit A. |
· |
3. Manner of Submission. A report submitted by the means described above may be (i) in the name of the party submitting the report without any limitation, (ii) in the name of the party submitting the report with a request for confidential treatment, or (iii) anonymously. A request for confidential treatment means that the name of the party submitting the report will be revealed only to the person to whom the report has been submitted, to the members of the Audit Committee, and to such other persons as the party receiving the report and the Audit Committee Chair reasonably determine is advisable in order to carry out an appropriate and adequate evaluation or investigation of the matters described in the report. If a report is made anonymously, it would be a violation of these Procedures and any other applicable Company policy for the protection of whistleblowers for any employee to seek to determine the identity of the party making the anonymous submission or, upon learning through any means the identity of the party making the anonymous submission, to divulge such information to any other party. The Company has established, as part of its ongoing compliance program, a compliance hotline phone number referenced above as Exhibit A to which persons may submit a report anonymously and that does not reveal the identity of the sender. |
Handling of Reports. The following steps shall be taken with respect to each report received:
1. Receipt by Company. If the Company or an employee, officer or director of the Company receives a report under these Procedures they shall forward that report orally to the compliance hotline as described in these procedures, taking appropriate steps to ensure that the report is preserved, as outlined below.
· |
1. Preservation. Any person designated under these Procedures to receive a report and who receives a report in any written form (including by email) will take appropriate steps to ensure that a paper or electronic copy of the report is preserved by means of filing an oral report to the third party provider as set forth in Exhibit A. Any person designated to receive a report who receives a report by voicemail shall take appropriate steps to ensure it is forwarded on to the third party provider so that a paper copy of the transcription is preserved. Any person designated to receive a report who receives an oral report shall prepare a reasonable summary of the report and shall forward the information on to the third party provider to facilitate preparation of the formal report. |
· |
2. Making Report Available to Legal Counsel and Audit Committee. Reports of violations concerning business or workplace ethics will be made available to the Company’s legal counsel and Audit Committee Chair via the third party provider based on a submission policy approved by the Audit Committee. The report and/or summary shall be made available without commentary or preliminary investigation. |
· |
3. Audit Committee and Legal Counsel Review. Upon receipt of a report of the type contemplated by these Procedures, the Audit Committee Chair or Corporate Legal Counsel (referred to as the “Reviewing Party”) will be responsible for overseeing and directing the evaluation of the report. Such evaluation may be made independently of Company management if the Reviewing Party l so chooses under the circumstances. Any review and evaluation of such a report will include consideration of whether the matters described in the report pertain to violations of ethical, moral and legal business conduct or questionable accounting or auditing matters, the merits of the report, and whether further review and/or investigation is warranted. Reviewing Party shall have the authority to utilize the services of any Company personnel or retain any third party consultants and/or advisors it determines appropriate under the circumstances so as to assist in its evaluation. Without limiting the foregoing, the Reviewing Party and the Audit Committee shall have the authority to retain legal counsel and accounting or audit advisors independent of the Company’s general counsel and outside auditors, but shall have no obligation to do so. Any decision by the Reviewing Party to review or investigate any matter brought to its attention as a result of these Procedures will not in any way be, or be deemed to be, a determination by the Reviewing Party or the Company that any actions or inactions that are the subject of the report have, in fact, occurred or constitute questionable accounting or auditing matters. The third party provider will maintain a log of all reports of the type contemplated by these Procedures that are submitted and the status of any such reports, and the Audit Committee Chair will review (no less than quarterly) the status of reports received. |
· |
4. Conduct of Investigations. If the Reviewing Party determines that further review or investigation of the matters raised in a report would be appropriate under the circumstances, the Reviewing Party will promptly notify those parties the Reviewing Party determines appropriate, promptly have such a review or investigation undertaken and authorize the retention of any third party consultants and/or advisors it deems appropriate. In the case of a review or investigation conducted by the Audit Committee Chair, at the conclusion of such review and/or investigation, the Audit Committee will determine by majority vote what, if any, remedial action is appropriate. The Audit Committee Chair will consult with and coordinate with both the full Audit Committee and the Board of Directors as the Audit Committee Chair determines appropriate. All officers, directors, employees, consultants, and agents of the Company have an obligation to cooperate and comply with any review or investigation initiated by the Reviewing Party pursuant to these Procedures. |
· |
5. Notification of Others. At any time during a review and/or investigation of a report, the Chair of the Reviewing Party may notify the Company's chief executive officer, chief financial officer, general counsel, or its outside auditors of the receipt of a report and/or the progress or results of any review and/or investigation of the report and will provide such level of detail as may be necessary to allow for appropriate consideration by such parties of the Company's ongoing disclosure obligations, including with regard to any required officer certifications.
|
· |
6. Response to Reporting Party. Upon receipt of a report, the party to whom the report has been submitted will, unless the report has been submitted anonymously, acknowledge receipt of the report from the sender in writing. |
Non-retaliation. Neither the Company nor any officer, director, coworker, contractor, subcontractor, or agent of the Company will discharge, demote, suspend, threaten, harass, or in any manner discriminate against any employee with regard to the employee's employment based upon any lawful action of that employee of the type contemplated by these Procedures. The Company further hereby prohibits its employee, officers, directors, agents, consultants, contractors, and subcontractors from taking any such retaliatory action. For the Company to implement this policy effectively, it is critical that all employee and other persons respond to and report any concerns of retaliatory behavior. If an employee or other person believes that he or she has been subject to retaliation because he or she has taken any of the actions referenced above, or any employee or other person is aware that any such retaliation may have been made against any other employee, the employee or other person should report such conduct to the persons designated to receive a report under these Procedures.
The Company will review promptly any complaint of retaliatory or other similar behavior. Complaints and investigations will be handled in a confidential manner, consistent with any corrective action that needs to be taken by the Company. Employees should note that they personally may be subject to criminal liability if they retaliate against an individual because that individual provided truthful information to law enforcement officials regarding the commission or possible commission of an offense.
Communication of Procedures. These procedures shall be communicated to employees through inclusion of a summary in the Code of Business Conduct and Ethics or through other appropriate communications.
Destruction of Documents and Other Items. If an employee receives a request concerning the alteration, concealment or destruction of a document that the employee believes is improper, the employee is entitled to and should contact his or her supervisor, if appropriate, or submit a report to the compliance hotline according to these procedures.
Other; Questions-and-Answers. Employees are strongly encouraged to raise concerns they may have regarding any suspected violations of the standards contained in these Procedures. If you have any questions about any aspect of these Procedures or the policies described in this document, you may submit them directly Chamberlain Hutchison, Attention: Andrew Chamberlain, Corporate Counsel, Suite 1310, 10025 – 102A Avenue, Edmonton, Alberta T5J 2Z2. All such inquiries will be treated confidentially.
|
