The purpose of the company's whistleblower policy is to establish procedures for the submission of complaints or concerns regarding financial statement disclosures, accounting, internal accounting controls or auditing matters.
Section 301 of the Sarbanes-Oxley Act requires the Audit Committee to establish procedures for: (a) the receipt, retention, and treatment of complaints received by the company regarding accounting, internal accounting controls, or auditing matters; and (b) confidential, anonymous employee submissions of concerns regarding questionable accounting or auditing matters.
In order to comply with Section 301, the Audit Committee has adopted the following procedures:
- The company will promptly forward to the Audit Committee any complaints that it has received regarding financial statement disclosures, accounting, internal accounting controls or auditing matters.
- Any employee of the company may submit any concerns regarding financial statement disclosures, accounting, internal accounting controls or auditing matters. All such concerns shall be reported through Convercent, the third party service provider retained by the Company, via telephone by calling the following 24-hour hotline (Telephone Number: 1-800-461-9330) or via the internet using the following web address (https://www.convercent.com/report). If the employee desires, the employee can make such report on an anonymous and confidential basis. All reports relating to the above concerns will be automatically forwarded to the Chairman of the Audit Committee and the Company's Compliance Officer, and if pertinent, other Company employees. If an employee would like to discuss any matter with the Audit Committee, the employee should indicate this in the submission and include a telephone number at which he or she can be reached, should the Audit Committee deem such communication is appropriate.
- Following the receipt of any complaints submitted hereunder, the Audit Committee will investigate each matter so reported, and corrective and disciplinary actions will be taken, if appropriate, against any person who has committed any wrongdoing which may include, alone or in combination: a warning or letter of reprimand; demotion with reduction in compensation, loss of future merit increase(s), elimination of bonus or stock option grants; suspension without pay; or termination of employment.
- The Audit Committee may enlist employees of the company and/or outside legal, accounting or other advisors, as appropriate, to conduct any investigation of complaints regarding financial statement disclosures, accounting, internal accounting controls, auditing matters or violations of the Code of Ethics. In conducting any investigation, the Audit Committee shall use reasonable efforts to protect the confidentiality and anonymity of the complainant.
- The company does not permit retaliation of any kind against employees for complaints submitted hereunder that are made in good faith.
- Records related to any such complaints or concerns shall be maintained by the Audit Committee or its designee for a period of at least 7 years.