In keeping with securities commission requirements for sound corporate governance, Aux Sable’s Audit Committee has authorized a policy and supporting procedures to confidentially and anonymously deal with any concerns or complaints against Aux Sable relative to questionable accounting or auditing matters. The policy is referred to as a “Whistle Blower Policy”.
Grant Thornton LLP, a major accounting and consulting firm, has been retained as an independent third party to operate the confidential anonymous reporting facility for employees. They can be contacted should you have information or suspicions relative to a violation of law or Aux Sable policy that relates to Aux Sable’s accounting, internal controls or auditing matters.
The Grant Thornton “Whistler Blower Hotline” contacts are:
Aux Sable Whistle Blower Policy
PURPOSE & APPLICATION
It is the Policy of Aux Sable to provide a means by which individuals can readily register complaints or express concerns regarding Aux Sable's Accounting, Internal Accounting Controls or Auditing Matters. This Policy shall provide procedures for the Receipt, Retention and Treatment of Complaints relative to Aux Sable's Accounting, Internal Accounting Controls, or Auditing Matters ("Whistle Blower Procedures"). Further, this Policy shall provide procedures for the Receipt, Retention and Treatment of Complaints relative to illegal, fraudulent or unethical behavior of employees, managers, officers and directors of Aux Sable.
SCOPE OF POLICY
The Aux Sable Owner Representative Audit Committee has established procedures for receipt, retention and appropriate treatment of complaints against Aux Sable regarding accounting, internal accounting controls, or auditing matters and for confidentially addressing anonymous submissions by employees or nonemployees concerning questionable accounting or auditing matters. As a matter of sound corporate governance, these procedures are designed to provide a readily understood, prompt and effective means of addressing such complaints or concerns.
"Anonymous" means unknown authorship, and without designation that might lead to information about the authorship. Anonymity is not compromised by assignment of a code or other designation with which a person can communicate without revealing his/her identity.
"Complaint" means any adverse information provided to Aux Sable, whether in the form of a concern, a demand for remedial action, or a report of a suspected violation of law or Aux Sable policy, that relates to Aux Sable's accounting, internal accounting controls, or auditing matters.
"Confidential" means authorized for access by only those persons who have a need to know. A need to know normally arises from an obligation to investigate or to take remedial or disciplinary action.
"Whistle Blower Hotline" means a telephone number or e-mail address managed by an independent service provider and available for receiving Anonymous Complaints from any source. The Whistle Blower Hotline access number or e mail address shall be posted on Aux Sable's external and internal websites.
A. Submission and Receipt of Complaints
1. Notwithstanding the availability of the Anonymous Complaint procedures (using the Whistle Blower Hotline), employees are free to bring Complaints to their supervisor, the Law Department or the Internal Audit Department. Any Complaints so received shall be handled as Confidential and promptly forwarded to the Law Department, which shall in turn relay to the Owner Representative Audit Committee Chairman.
2. Both employees and non-employees may submit Anonymous Complaints to the Whistle Blower Hotline. The Whistle Blower Hotline access number or e-mail address shall be posted on Aux Sable's external and internal websites.
B. Retention of Records and Complaints
Records pertaining to a Complaint are the property of Aux Sable and shall be retained:
1. In compliance with applicable laws and Aux Sable's document retention policies;
2. Subject to safeguards that ensure their confidentiality and, when applicable, the anonymity of the complainant;
3. In such a manner as to maximize their usefulness to Aux Sable's overall compliance or governance programs.
C. Treatment of Complaints
1. All Complaints, whether or not received anonymously, shall be treated as Confidential.
2. Although a person making an Anonymous Complaint may be advised that maintaining anonymity could hinder an investigation, if permitted by law, the anonymity of the complainant shall be maintained until they no longer wish to remain Anonymous.
3. Complaints received by the Whistle Blower Hotline shall be initially analyzed or screened by the independent service provider to identify matters that clearly do not fall within the intent of this policy (i.e. Complaints that are not related to accounting, internal accounting controls or auditing matters). Complaints that fall within the intent of this policy shall be promptly reported by the independent service provider, after making appropriate safeguards to assure anonymity, to the Chairman of the Owner Representative Audit Committee. Such matters outside this policy may be directed to the appropriate department at Aux Sable for handling. The independent service shall provide a written report, on at least a calendar quarter basis, to the Owner Representative Audit Committee of Whistle Blower Hotline activity.
4. The Chairman of the Owner Representative Audit Committee shall inform the Committee, in summary form or otherwise, of all Complaints received, together with an initial assessment as to the treatment of each Complaint.
5. The assessment, investigation and evaluation of Complaints shall be conducted by or at the direction of, the Owner Representative Audit Committee. As deemed appropriate by the Owner Representative Audit Committee, and at Aux Sable's expense, the Committee may engage independent advisors including legal counsel or auditors other than Aux Sable's external auditor for the purpose of investigating or remediating any Complaint. Disciplinary actions for violation of this Policy by an employee shall be handled jointly by Human Resources and Law Department.
6. Following investigation and evaluation of a Complaint, the Owner Representative Audit Committee shall determine any recommended disciplinary or remedial action. Recommendations of the committee shall be brought to the appropriate Board of Directors or to the appropriate members of senior management for authorization and/or implementation. If the action taken to resolve a Complaint is deemed by the Owner Representative Audit Committee to be material or otherwise appropriate for inclusion in the meeting minutes of the Committee, it shall be so noted in the meeting minutes. Disciplinary action against individual determined to have engaged in conduct in direct contravention of this policy may include, but is not limited to, termination of a service contract, termination of employment and referral of the matter to appropriate governmental enforcement agencies.
7. The Owner Representative Audit Committee will regard the making of any deliberately false or malicious allegations by an employee as a serious offense which may result in recommendations to the appropriate Board of Directors or to senior management for disciplinary action up to, and including, termination for cause.
8. Treatment of Complaints shall include taking reasonable and necessary steps to prevent further similar violations.
9. Any effort to retaliate against any person making a Complaint in good faith is strictly prohibited and shall be reported immediately to the Owner Representative Audit Committee Chairman. Any allegations regarding such retaliation will be investigated and dealt with in accordance with this policy.
D. Publication of Policy
1. Publication of this Policy to employees shall occur by including a copy of this Policy with the Annual Employee Certification performed by all employees.
2. A copy of this Policy (as revised) shall be included on Aux Sable's Intranet and External based Web Page.
3. This Policy shall be covered in Annual Management and Supervisory training regarding fraud detection and exposure.
E. Review and Revision of Policy
1. This Policy shall be reviewed annually at the Owner Representative Audit Committee immediately preceding the Corporation's Annual General Meeting.
2. The Chief Financial Officer shall present the Policy to the Owner Representative Audit Committee including any Aux Sable Management recommended changes.
3. Upon approval by the Owner Representative Audit Committee, the recommended changes, if any, shall be incorporated into the Policy and the Policy will be reviewed by Aux Sable Board of Directors for approval.
4. Approved revised Policy shall be distributed in accordance with the procedures set forth above.