1. Statement of Policy
Carmanah Technologies Corporation (“Carmanah” or the “Company”) is committed to providing a workplace conducive to open discussion of the Company’s business practices and is committed to complying with the laws and regulations to which the Company is subject, as well as the Code of Business Conduct for Directors, Officers and Employees and all policies referenced therein (the “Code”). Accordingly, Carmanah will not tolerate conduct that is in violation of such laws, regulations or the Code. Each director, officer and employee has a responsibility to promptly report any suspected misconduct, illegal activities or fraud, including any questionable accounting, internal accounting controls or auditing matters, or other violations of federal, provincial and state laws, rules or regulations, or the Code (collectively “Misconduct”) in accordance with the provisions of this policy. Any other third party, such as partners, collaborators, vendors, consumers, shareholders or competitors may also submit in good faith a report of Misconduct pursuant to the procedures provided in this policy. In order to facilitate the reporting of Misconduct, the Company has established procedures for: (i) the confidential, anonymous submission of reports of Misconduct by directors, officers and employees; and (ii) the receipt, investigation and retention of such reports.
Any individual who has reasonable cause to suspect Misconduct is encouraged to report such acts. He or she may file a complaint with the Board of Directors (“Board”) of the Company, Officers of the Company or through Whistleblower Security Inc. (“Whistleblower Security”) an independent firm engaged by the Board.
Whistleblower Security is instructed to exercise discretion at all times and to hold any information obtained about the identity of a person reporting Misconduct in strict confidence until such person agrees otherwise, and then to only disclose such information on a need to know basis. Whistleblower Security. will ensure that no repercussions are forthcoming upon a person reporting Misconduct as a result of contacting Whistleblower Security and that anonymity is maintained where possible
2. Policy of Non-Retaliation
It is the Company’s policy to comply with all applicable laws that protect directors, officers and employees against unlawful discrimination or retaliation as a result of lawfully reporting information regarding, or participation in investigations involving, Misconduct by the Company or its directors, officers, employees or other agents. Specifically, this policy is designed to prevent directors, officers or employees from being subject to disciplinary or retaliatory action by the Company or any of its directors, officers, employees or other agents as a result of such director, officer or employee:
- disclosing information to a government or law enforcement agency or a representative of the Company, where the director, officer or employee has a good faith, reasonable belief that the information demonstrates a violation or possible violation of a federal, provincial or state law, rule or regulation, or the Code; or
- disclosing information, testifying or participating in a proceeding filed or about to be filed, or otherwise assisting in an investigation or proceeding, regarding any conduct that the director, officer or employee reasonably and in good faith believes involves a violation or possible violation of a federal, provincial or state law, rule or regulation, or the Code.
If any director, officer or employee believes he or she has been subjected to any discrimination or retaliation or other action by the Company or by any of its directors, officers, employees or other agents for reporting Misconduct in accordance with this policy, he or she may file a complaint with the Board of the Company through Whistleblower Security.
A person reporting Misconduct contacts Whistleblower Security. Whistleblower Security will report the Misconduct and will advise one of the following parties as to the report of Misconduct, with contact particulars (as consented) for the person reporting the Misconduct:
Carmanah Chairman of the Board
Michael Sonnenfeldt - email: email@example.com
Carmanah Chairman of the Audit Committee
Terry Holland – email: firstname.lastname@example.org
Effective March, 2013