Governance
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Background
The Company is committed to maintaining the highest standards of business conduct and ethics, as well as full compliance with all applicable government laws, rules and regulations, corporate reporting and disclosure, accounting practices, accounting controls, auditing practices and other matters relating to fraud against shareholders (collectively "Accounting Concerns").
Pursuant to its charter, the Audit Committee (the "Committee") of the Board is responsible for ensuring that a confidential and anonymous process exists whereby persons can report any Accounting Concerns relating to the Company and any subsidiaries. In order to carry out its responsibilities under its charter, the Committee has adopted this Whistleblower Policy (the "Policy").
For the purposes of this Policy, Accounting Concerns are intended to be broad and comprehensive and to include any matter, which in the view of the complainant, is illegal, unethical, contrary to the policies of the Company or in some other manner not right or proper. Examples would include:
(a) violation of any applicable law, rule or regulation that relates to corporate reporting and disclosure;
(b) violation of any corporate policies, including health, safety, environmental, operational or ethical;
(c) fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company or any of its subsidiaries;
(d) fraud or deliberate error in the recording and maintaining of financial records of the Company or any of its subsidiaries;
(e) deficiencies in or noncompliance with the Company or any of its subsidiaries' internal policies and controls;
(f) misrepresentation or a false statement by or to a director, officers or employee of the Company or any of its subsidiaries respecting a matter contained in the financial records, reports or audit reports; and
(g) deviation from full and fair reporting of the Company's consolidated financial condition.
