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Confidential Reporting Policy

Encorp Pacific (Canada) (“The Company”) is committed to the highest standards of trust, transparency and accountability, as defined in the Corporate Code of Conduct Policy presented in Appendix B.

An important aspect of accountability and transparency is a mechanism to enable staff, contractors, suppliers and other stakeholders of the Company to voice concerns in a responsible and effective manner. Where an individual discovers information, which they believe demonstrates inappropriateness or wrongdoing within the organization, then this information should be disclosed without fear of reprisal in any way to the individual making the disclosure (“The Discloser”). To this end, the Company has developed this Policy to ensure Employees and other stakeholders have a secure, confidential and expedited process for reporting and to raise concerns.

It should be emphasized that this Policy is intended to assist individuals who believe they may have discovered impropriety (the “Improper Act”). It is not designed to question the proper financial or business decisions taken by the Company.

Scope of Policy

This Policy is designed to enable employees, contractors, suppliers and other stakeholders of the Company to raise concerns internally to the “Privacy Officer” or other senior managers and to disclose information which the individual believes may show the Improper Act. These concerns could include but are not limited to the following:

  1. Financial inappropriateness, impropriety, falsification of data or fraud;
  2. Failure to comply with a legal obligation, regulations or statute;
  3. Dangers to Health & Safety or the environment;
  4. Theft or criminal activity;
  5. Improper conduct, conflict of interest or unethical behavior;
  6. Code of Conduct violations, and/or
  7. Attempts to conceal any of the above.

Procedures for Making a Disclosure

All internal complaints or concerns should be referred directly to the Employees’ supervisor. If this is not feasible, it may be referred to an appropriate member of management. Individuals also have the right to submit a complaint confidentially and/or anonymously to management via email at confidential@returnit.ca.

It should be noted that the concern will be reviewed by the Privacy Officer and addressed immediately or referred internally to the appropriate member of management for further investigation.

The Discloser also has the right to bypass reporting to management and take the Improper Act directly to the Chairman of the Board or to the Chair of the Audit Committee via email at boardconfidential@returnit.ca. The Chairman of the Board and/or Chair of the Audit Committee may review the matter and refer the matter back to management for further investigation if they deem it appropriate.

Safeguards

I Protection

This policy is designed to offer protection and confidentiality to those employees, contractors, external suppliers and other stakeholders of the Company who disclose such concerns provided the disclosure is made:

  1. Sincerely and in good faith.
  2. In the reasonable belief of the individual making the disclosure that the disclosure tends to show an Improper Act and the individual makes the disclosure to an appropriate person.

II Confidentiality

The identity of the Discloser will be kept confidential so long as it does not hinder or frustrate any investigation. However, the investigation process may require the Company to reveal the source of the information to certain authorities and the Discloser may need to provide a statement as part of the evidence required. This policy in the first instance, encourages Disclosers to put their name to any disclosure they make to assist in further investigation and follow-up.

III Allegations

It is expected that an individual will only raise a bona fide complaint or concern in good faith.

IV Timescales

Due to the varied nature of complaints, which may involve internal investigators and/or law enforcement authorities, it is not possible to lay down precise timescales for such investigations. The Company should ensure that the investigations are undertaken as quickly and practically possible without affecting the quality and depth of those investigations.

The investigating officer should as soon as practically possible send a written acknowledgement, if appropriate, of the concern to the Discloser, if known, and thereafter, if appropriate, report to them the outcome of the investigation.

All responses to the Discloser should be in writing and sent to their home address.

V Investigating Procedure

The investigating officer is appointed by the Privacy Officer or Board and should follow the below steps:

  1. Full details and clarifications of the Improper Act should be obtained, where possible.
  2. The investigating officer may inform the member of staff against whom the complaint is made as soon as it is practically possible, depending on the circumstances of the complaint.
  3. Depending on the complaint, the investigating officer may consider the involvement of the Company auditors and/or law enforcement authorities at this stage and should consult with the Chairman of the Board, Chair of Audit Committee, and Chief Executive Officer as appropriate.
  4. The allegations should be fully investigated by the investigating officer with the assistance, where appropriate, of other individuals or bodies.
  5. As soon as practical, the investigating officer will prepare a written report containing the findings of the investigations and reasons for the judgment which will include the following:
    • The date and time the disclosure was received
    • Name and contact information of the Discloser (unless the Discloser is anonymous or has requested that his or her name not be disclosed by the Privacy Officer);
    • Name(s) of the person(s) involved in the alleged Improper Act
    • Full details of the alleged Improper Act, including a description and dates if known
    • Any other available information relevant to an assessment of the report.
  6. If there is sufficient evidence of an Improper Act to indicate that further investigation is necessary, the report will be passed to the Privacy Officer, Chairman of the Board, Chair of Audit Committee, and Chief Executive Officer, as appropriate.
  7. The Privacy Officer, Chairman of the Board, Chair of Audit Committee, Chief Executive Officer, as appropriate, will review the report and decide what action to take based on the findings of the investigation.
  8. A third party advisor (HR consultant or corporate legal counsel) may be engaged to guide management and the Board to conclude on the investigation in case of a serious allegation.
  9. Once the investigation is concluded, the Privacy Officer will advise the Discloser (unless anonymous) that the investigation has been concluded and inform the Discloser of any proposed action which may result from the investigation.
  10. If appropriate, a copy of the outcomes will be passed to the Company Auditors to enable a review of the procedures.