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Responsibilities > Whistleblower Policy

 

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.

 
DEFINITIONS
"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.


PROCEDURES

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.