Whistleblower Policy

Purpose:
This policy establishes the means and procedures to ensure that employees, independent contractors, Board members and other stakeholders may safely report actual or suspected, improper or illegal activity, in a confidential manner, without fear of retribution.

Note: Any crimes against person or property such as assault should be reported immediately to local law enforcement.

Protections:
Those that become aware of any misconduct have a duty to report such activity promptly.

Any person that submits a concern or reports misconduct is referred to as the Whistleblower in this policy.

The Whistleblower may report anonymously. The identity of the Whistleblower if known, will remain confidential and known only to those persons directly involved in applying this policy unless the issue reported requires further investigation by law enforcement or other external authorities.

The Whistleblower shall not be subjected to any retribution or retaliation for a report that was provided in good faith.

Anyone acting in retaliation against a Whistleblower who acted in good faith shall be subject to appropriate disciplinary action.

A Whistleblower who knowingly makes a false report or provides false information about a report shall be subject to appropriate disciplinary action.

Reporting and investigation:

The Whistleblower should report any misconduct to their supervisor, the CEO or to any member of the Board of Directors.

Those receiving a report from a Whistleblower shall act expeditiously.

The CEO and/or the Chair of the Board of Directors shall be notified of any Whistleblower report unless either of them are the subject of the report.

The CEO and/or the Chair of the Board are responsible to:

• Receive the Whistleblower report;
• Assess the situation to determine the appropriate investigative action;
• Determine if external authorities (such as legal or HR) should be consulted;
• Lead the internal investigation;
• Report confirmed facts to the Executive Committee of the Board and the Whistleblower;
• Determine and implement appropriate action to resolve the issue and prevent a recurrence;
• Involve or provide any information required by external authorities;
• Prepare communication for internal and, if necessary, external distribution regarding the issue, including determined facts and corrective actions;
• Take any corrective or punitive actions as required;

Monitoring:
This policy shall be reviewed and communicated annually.

Posting:
This policy shall be posted on the Company’s website.