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Corporate Governance > Company's Policies > Fraud and Ethics Response Policy

Fraud and Ethics Response Policy

(As approved by the Board of Directors on March 18, 2008)


1. Introduction


1.1 The Company is committed to the highest possible standards of openness, probity and accountability in all its affairs. It is determined to maintain a culture of integrity and an opposition to fraud and corruption.


1.2 This Fraud & Ethics Response Policy reinforces the Company’s approach by setting out the ways in which employees or other stakeholders can voice their concerns about suspected fraud or corruption. It also outlines how the Company will deal with such complaints.


2. Implementation


2.1 This policy is to be implemented where issues of fraud or corruption have been raised.


Fraud is defined as: "The intentional distortion of financial statements or other records by persons internal or external to the company which is carried out to conceal the misappropriation of assets or otherwise for gain."


Corruption is defined as: "The offering, giving, soliciting or acceptance of an inducement or reward, which may influence the action of any person."


2.2 Fraudulent or corrupt acts may include but are not limited to:


   Systems Issues - Where a process/system exists which is prone to abuse by either employees or outside parties.

   Financial Issues - Where individuals or companies have fraudulently obtained money from the Company.

   Equipment Issues -Where the Company’s equipment is used for inappropriate personal use.

   Resource Issues - Where there is a misuse of resources, (e.g. theft of materials).

   Other Issues - Activities undertaken by officers of the Company which may be unlawful; against the Company’s policies; fall below established standards or practices or amount to improper conduct.


3. Safeguards


3.1 Harassment or Victimization - The Company recognizes that the decision to report a concern can be a difficult one to make, not least because of the fear of reprisal from those responsible for the malpractice. The Company will not tolerate harassment or victimization and will take action to protect those who raise a concern in good faith.


3.2 Confidentiality - The Company will do its best to protect an individual’s identity when he or she raises a concern and does not want their name to be disclosed. It must be appreciated, however, that the investigation process may reveal the source of the information and a statement by the individual may be required as part of the evidence.


3.3 Anonymous Allegations - This policy encourages individuals to put their names to allegations. Concerns expressed anonymously are much less powerful, but they will be considered at the discretion of the Company. In exercising this discretion, the factors to be taken into account would include: the seriousness of the issues raised; the credibility of the concern; and the likelihood of confirming the allegation from attributable sources.


3.4 Untrue Allegations - If an allegation is made in good faith, but it is not confirmed by the investigation, no action will be taken against the originator. If, however, individuals make malicious allegations, action may be considered against the individual making the allegation.


4. Employee Actions


4.1 Employees are often the first to realize that there is something seriously wrong within the Company. However, they may not express their concerns because they feel that speaking up would be disloyal to their colleagues or to the Company. They may also fear harassment or victimization. In these circumstances, it may be easier to ignore the concern rather than report what may just be a suspicion.


4.2 In essence, employees should approach their Department or Division Head, Chief Audit Executive or Company’s Corporate Counsel, as appropriate. If the claim is substantiated, the President, Chief Executive Officer, and the Chief Audit Executive will be notified and consulted. The nature of the complaint will determine the Company’s course of action.


5. Company Response


The possible courses of action taken by the Company are outlined below.


5.1 For issues raised by employees or other stakeholders, the action taken by the Company will depend on the nature of the concern. The matters raised may:


   - be investigated internally

   - be referred to law enforcement officers


5.2 Within seven (7) working days of a concern being received, the Chief Executive Officer or his designated officer will write to the complainant:


   - acknowledging that the concern has been received;

   - indicating how it proposes to deal with the matter;

   - giving an estimate of how long it will take to provide a final response;

   - telling him (her) whether any initial inquiries have been made;

   - and telling him (her) whether any further investigations will take place, and if not, why.


5.3 Where the loss is substantial, legal advice should be obtained without delay. Legal advice should also be obtained about prospects for recovering losses, where the perpetrator refuses repayment. The Company would normally expect to recover costs in addition to losses.


The Company accepts that those people who reported the alleged fraud or corruption need to be assured that the matter has been properly addressed. Thus, subject to legal constraints, they will receive information about the outcome of any investigation.


6. Review


6.1 This Policy will be reviewed at least annually. Any need for change will be reported to the Audit Committee for approval.