Reporting Irregularities and Accounting Complaints Policy

Purpose

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.

Scope

This policy applies to all employees of the Company.

Roles and Responsibilities

RoleResponsibility
Audit CommitteeReview, Investigate and Determine Course of Action
Chief Compliance Officer/General CounselReview and Advise
Any EmployeeReport irregularities and accounting complaints

Definitions

• None

Policy Statement

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, 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.