Whistle Blower Policy
INTRODUCTION
Fraser Papers Inc. (“Fraser” or the “Corporation”) is committed to the highest ethical standards and achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices. Accordingly, in order to facilitate the reporting of concerns and complaints, the Audit Committee of the Corporation's Board of Directors (the “Audit Committee”) has established this policy to allow employees, customers and suppliers to submit complaints or concerns (“Reports”) relating to breaches of the Corporation's code of business conduct, accounting practices, internal accounting controls or auditing matters directly to senior management or to the Chair of the Audit Committee (the “Audit Chair”) confidentially and, if they choose, anonymously. The receipt by senior management or the Audit Chair will allow them to handle these Reports in a confidential and timely manner.
The Audit Chair is an independent director, with no ties to management. The Board of Directors has charged the Audit Chair with the responsibility of overseeing Reports regarding accounting matters and delivering such Reports to the Audit Committee. Accounting matters include fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Corporation, fraud or deliberate error in the recording and maintaining of financial records of the Corporation, deficiencies in or noncompliance with the Corporation’s internal controls, misrepresentation or false statement to or by a senior officer or employee regarding a matter contained in the financial records, financial reports or audit reports of the Corporation, or deviation from full and fair reporting of the Corporation’s financial condition.
The Corporation's Whistle Blower reports are received through ClearView Connects? (“Clearview”), an independent, third party ethics reporting system.
SCOPE
This policy applies to all directors, officers and employees (the “Employees”) of the Corporation, as well as to all other stakeholders having an interest in Fraser, including customers, suppliers, consultants, creditors and shareholders of the Corporation (collectively, the “Stakeholders”).
The following are the categories of complaints on the Clearview system:
• Financial Reporting and Accounting;
• Health and Safety, Environment;
• Unethical Conduct and Conflict of Interest;
• Manipulation or Falsification of Data;
• Harm to People or Property;
• Theft, Embezzlement, Fraud;
• Violation of Laws, Regulations, Policies, Procedures;
• Organization;
• Management/Supervisor;
• Compensation and Pension and Benefits;
• Product/Customer Service;
• Office and Equipment Requirements;
• Safety and Security Issues;
• Suggestions for Improvement;
• Miscellaneous; and
• Sensitive.
For each category, there is a “Master Reviewer” as well as other authorized reviewers. Reports categorized as “Sensitive” are submitted to the Audit Chair only.
PROCEDURES FOR SUBMITTING A REPORT
Reports can be submitted through Clearview by telephone, internet or regular mail.
By telephone from anywhere in North America: 1-866-863-4264
By Internet: www.clearviewconnects.com
By Regular Mail: P.O. Box 90505, Toronto, Ontario M1J 3N7
Reports may be made on a confidential and anonymous basis.
CONTENT OF REPORTS
To assist in the response to or investigation of a Report, the Report should contain as much specific, factual information as possible to allow for proper assessment of the nature, extent and urgency of the matter that is the subject of the Report, including, without limitation and to the extent possible, the following information:
• the alleged event, matter or issue that is the subject of the Report;
• the name of each person involved;
• if the Report involves a specific event or events, the approximate date and location of each event; and
• any additional information, documentation or other evidence available to support the Report.
TREATMENT OF REPORTS
Upon receipt of a Report from ClearView Connects?, the master reviewer will . discuss the course of action with the other authorized reviewers, as well as the Audit Chair. Reports relating to accounting matters will be reviewed under Audit Committee direction, and the Audit Committee may gather additional information and confer with additional outside resources as needed to investigate the Report. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee.
CONFIDENTIALITY AND ANONYMITY
The confidentiality or anonymity of the person submitting the Report shall be maintained to the fullest extent reasonably practicable within the bounds of the law.
PROTECTION FROM RETALIATION
The Corporation will not discharge, demote, suspend, threaten, harass or in any manner discriminate or retaliate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting under this policy.
REPORTING AND RETENTION OF REPORTS AND INVESTIGATIONS
A log of all Reports is maintained on the Clearview system including, tracking their receipt, investigation and resolution. The Audit Chair will receive a summary and will present Reports relating to accounting matters to the Audit Committee on a quarterly basis. Copies of Reports shall be maintained on the Clearview system.