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
The Aux Sable Code of Business Conduct (the "Code") provides the principles by which all Aux Sable employees are expected to conduct themselves to comply with company policies and applicable laws and regulations.
It is the responsibility of the Aux Sable Owner Representative Audit Committees (the "Audit Committee") to ensure that Aux Sable has procedures in place for:
(a) The Confidential, Anonymous submission by Aux Sable employees of a Complaint; and
(b) The receipt, retention, and treatment of Complaints.
SCOPE OF POLICY
The Audit Committee has established procedures for confidentially receiving, addressing, and retaining Complaints by employees or non-employees on an Anonymous basis. The procedures outlined below are intended to fulfill the above responsibilities and to ensure that any Complaint is promptly and effectively addressed.
"Anonymous" means unknown authorship, and without designation that might lead to information about the authorship, and “Anonymity” has a corresponding meaning. Anonymity is preserved through 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 or the Whistle Blower Hotline, whether in the form of a concern, a request for remedial action, or a report of a suspected violation of law, regulation or Aux Sable policy, including concerns related to accounting, internal control, human r ights/ harassment, or employee saf ety 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. For clarity, the Audit Committee has a need to know, and will have access to, the information.
"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 will be posted on Aux Sable's external and internal websites.
A. Submission and Receipt of Complaints
1. As an alternative to the Anonymous Complaint procedures (using the Whistle Blower Hotline), employees may bring Complaints to their supervisor or the Head of Human Resources. Supervisors receiving Complaints will treat the matter as Confidential and promptly forward the information to the Head of Human Resources. All Complaints received by the Head of Human Resources will be treated as Confidential and promptly forwarded to the Audit Committee Chairperson.
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 will be posted on Aux Sable's Intranet and external Web Page.
B. Retention of Records and Complaints
Records pertaining to a Complaint are the property of Aux Sable and will be retained:
1. In compliance with applicable laws and Aux Sable's document retention policies;
2. Subject to safeguards that ensure Confidentiality and, when applicable, Anonymity of the complainant; and
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, will 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 will be maintained until they no longer wish to remain Anonymous.
3. Complaints received by the Whistle Blower Hotline will be initially analyzed or screened by the independent service provider to identify matters that clearly fall within the intent of this Policy.
Complaints that fall within the intent of this Policy will be promptly reported by the independent service provider, after making appropriate safeguards to assure Anonymity, to the Chairperson of the Audit Committee. The independent service provider will provide a written report to the Audit Committee of all Whistle Blower Hotline activity, on at least a calendar quarter basis.
Complaints that do not fall within the intent of this Policy will be promptly reported to the Head of Human Resources by the independent service provider for proper handling.
4. The Chairperson of the Audit Committee will inform the Audit 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 will be conducted by, or at the direction of, the Audit Committee. As deemed appropriate by the Audit Committee, and at Aux Sable's expense, the Audit 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.
6. Following investigation and evaluation of a Complaint, the Audit Committee will determine any recommended disciplinary or remedial action. Recommendations of the C ommittee will 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 Audit Committee to be material or otherwise appropriate for inclusion in the meeting minutes of the Committee, it will be so noted in the meeting minutes.
7. Disciplinary action against an 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. Disciplinary actions for violation of this Policy by an employee will be handled jointly by Human Resources and Managing Director.
8. The 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.
9. Treatment of Complaints will include taking reasonable and necessary steps to prevent further similar violations.
10. Any effort to retaliate against any person making a Complaint in good faith is strictly prohibited and will be reported immediately to the Audit Committee Chairperson. Any allegations regarding such retaliation will be investigated and dealt with in accordance with this Policy.
D. Publication of Policy
1. This Policy will be included in the orientation materials and training provided to new employees.
2. This Policy will be included in the Annual Employee Certification performed by all employees.
3. This Policy will be included on Aux Sable's Intranet and external Web Page.
4. This Policy will be covered in Annual Management and Supervisory training regarding fraud detection and exposure.
E. Review and Revision of Policy
1. This Policy will be reviewed annually at the Audit Committee immediately preceding the Corporation's Annual General Meeting.
2. The C ont r ol l er will present this Policy to the Audit Committee including any Aux Sable Management recommended changes.
3. Upon approval by the Audit Committee, the recommended changes, if any, will be incorporated into the Policy and the Policy will be reviewed by t h e Boards of Directors for approval.
4. The approved revised Policy will be distributed in accordance with the procedures set forth above.