Whistleblower Policy



The purpose of this policy is to define the Company's policy on reporting irregularities (as defined below) and for submitting complaints regarding questionable accounting, internal accounting controls and auditing practices, to provide employees with procedures on reporting such irregularities and complaints, including confidential reporting, and to establish procedures for the receipt, retention and remedying of such irregularities and complaints.



This policy applies to all employees of the Company.



Chief Compliance Officer and Counsel, Internal Audit/General Counsel/Audit Committee



Employees of the Company have an obligation to report irregularities (whistleblower) of which they become aware and the right to voice complaints about questionable accounting, internal accounting controls and auditing practices, without fear that such report or complaint will impact their employment status, rate of pay or responsibilities within the organization. Reports of "irregularities" may include, but are not limited to, policy violations, theft or misappropriation of Company assets, the misreporting of accounting, financial or operational data, the failure to report health, safety or environmental violations, the violation of antitrust laws, the violation of the Foreign Corrupt Practices Act, the violation of anti-boycott laws, fraud, harassment, worker intimidation, the payment of bribes, the inappropriate granting or acceptance of gratuities, and other conduct which is illegal, unethical or contrary to the letter or spirit of Company policy. In addition to these irregularities, employees are encouraged to voice "complaints" regarding questionable accounting practices, internal accounting controls and auditing matters. In order to facilitate the reporting, as well as the receipt, retention and remedying of irregularities and complaints, the Company has implemented a procedure, as more fully described herein, whereby an employee may confidentially report information to either the Chief Compliance Officer and Counsel, the Director of Internal Audit or the General Counsel of the Company. While this confidential option is available to all employees, it does not preclude employees from reporting such activities directly to their supervisor or to the Director of Human Resources if they choose to.

Confidential Reporting


An employee who believes he has knowledge of an irregularity or otherwise has a complaint regarding questionable accounting, internal control or auditing practices, should contact the Chief Compliance Officer and Counsel (CCO), Internal Audit, or the General Counsel (GC) of the Company. Such contact can be made in writing or by phone, without any obligation to disclose the identity of the person making the report, at the following office addresses, telephone numbers and email addresses:

3) Information on these matters can also be reported through the Company's ethics helpline that has been established for this purpose, 1-855-214-1480 (free call USA only), + 1 678-248-7278 (reverse charge call - worldwide) or www.myethicshelpline.com.

Information should be reported as soon as the employee becomes aware of the facts that are the basis of the potential irregularity or complaint. Employees reporting such information should be prepared to provide as much information as possible to help ensure that the matter can properly be investigated. The DIA and GC shall open and maintain a file of each irregularity and complaint. If the CCO, DIA or GC determine that the information is credible and if confirmed would justify remedial and/or disciplinary action, the DIA or GC will advise the Chairman of the Company's Audit Committee (CAC) of the nature of the alleged irregularity or complaint. If the matter involves an accounting, accounting control or audit matter, the CAC shall independently review the report or complaint, and consult with other members of the audit committee as to appropriate course of action as he/she deems appropriate. The Company shall make any and all resources available to the CAC that he/she deems necessary to properly investigate the report or complaint, including but not limited to funds to retain independent investigators and legal and accounting advisors. Upon completion of the investigation of the complaint, a written report will be provided to the CAC describing the questionable accounting, internal accounting controls or audit matter, any known existing or future monetary liabilities, any possible criminal, civil or policy violations, and other pertinent information. If the report concludes that there is merit to the reported complaint, the report should also propose a remedy and/or disciplinary action. Upon receipt of the report the audit committee shall advise senior management of its recommended remedy or disciplinary action and direct the CCO or DIA to monitor implementation of the remedy/disciplinary action. The CCO or DIA shall issue follow up reports indicating whether or not the remedial and/or disciplinary action has been implemented. If the matter involves a reported irregularity, the CAC may either independently review and direct the investigation and response of the irregularity or the CAC may forward the matter to senior management to investigate and propose a recommended remedy/disciplinary action to the audit committee, but otherwise the procedure shall be the same as for accounting complaints. The CAC shall maintain a record of all reports submitted regarding irregularities and complaints which are investigated by the CAC independently, including follow up reports as to remedial/disciplinary action undertaken, but senior management shall be responsible for maintaining records of all other irregularities and complaints. If arrest or prosecution of an employee is recommended, prior to implementing this remedy the CCO, GC and either the Chief Executive Officer or Chief Financial Officer must be notified and approve such action.

Non-Confidential Reporting


When an irregularity or complaint is reported on a non-confidential basis, local management should forward the information to the CCO, GC or the DIA who shall then follow the same procedures as set forth above for confidential reporting. As with the Confidential Reporting approach, any employee who reports the irregularity or otherwise voices a complaint will do so without fear that such report will impact their employment status, rate of pay or responsibilities within the organization.

Intentional Reporting of Incorrect/Inaccurate Information


Any employee who knowingly and intentionally reports incorrect or inaccurate information to the CCO, DIA, GC or members of management on either a confidential or non-confidential basis will be subject to disciplinary action up to and including termination of employment.