Whistleblower Policies & Procedures

The Company’s Audit Committee has established procedures for the:

  • Receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing maters
  • Confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters

The Company’s Audit Committee shall receive, retain, investigate and act on complaints and concerns regarding all accounting and auditing matters.

The Company’s Nomination and Governance Committee shall receive, retain, investigate and act on complaints and concerns regarding all governance and corporate ethics matters.

The Company’s General Counsel shall receive, retain, investigate and act on complaints and concerns regarding all other items.

Procedures for Receiving Reports

The Company has engaged a third party service provider, EthicsPoint to receive and disseminate complaints and concerns from associates, business partners or shareholders. Any report, whether open, confidential or anonymous shall be made directly to EthicsPoint. Complaints can be made via their web site or 1-(866)-293-2409. The contact information will be distributed to all Company employees and posted on the Company website.

Each Report forwarded to the Audit Committee by management and each Report that is made directly to the Audit Committee, whether openly, confidentially or anonymously, shall be reviewed by the Audit Committee designee, who may, in his or her discretion, consult with any member of senior management who is not the subject of the allegation and who may have appropriate expertise to assist the Audit Committee. The Audit Committee shall determine whether the Audit Committee or management should investigate the Report, taking into account the considerations set forth below.

The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon the lawful actions of such employee with respect to good faith reporting of complaints regarding Reports or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002.

Protection of Whistleblowers

The Audit Committee shall not retaliate, and shall not tolerate any retaliation by management or the Company, directly or indirectly, against anyone who, in good faith, makes an allegation reports a retaliatory act or provides assistance to the Audit Committee, management or any other person or group. The Audit Committee shall not, unless compelled by judicial or other legal process, reveal the identity of any person who makes an allegation or reports a retaliatory act and shall not make any effort, or tolerate any effort made by management or the Company, to ascertain the identity of any person who makes a report anonymously.