Securities Regulators in Canada have established rules requiring the audit committees of public companies to develop procedures for complaints received regarding suspected wrong doing by an employee or contractor for the Company and for a confidential, anonymous submission procedures for employees who have concerns regarding questionable accounting or auditing matters. To meet these requirements, the Sabina Gold & Silver Corp (the “Company” or “Sabina”) Audit Committee of the Board of Directors has developed this Whistleblower Policy.
What is Whistle blowing?
Whistle blowing can be described as giving or reporting information about potential illegal and/or underhanded practices i.e. wrong doing.
What is wrong doing?
Wrong doing involves any unlawful or illegal behavior and can include:
- An unlawful act whether civil or criminal
- Breach of or failure to implement or comply with any published Sabina policy
- Knowingly breaching mandatory federal or provincial laws or regulations
- Unprofessional conduct
- Questionable accounting or auditing practices
- Dangerous practice likely to cause physical harm/ damage to any person or property
- Failure to rectify or take reasonable steps to report a matter likely to give rise to a significant and avoidable cost to Sabina Gold & Silver Corp.
- Abuse of power or authority for any unauthorized or ulterior purpose
- Unfair discrimination or harassment in the course of employment or provision of services
- Any deliberate environmental infringement
- Embezzlement or theft of Company property.
The above list is not definitive, but is intended to give an indication of the kind of conduct which might be considered as “wrong doing”.
Who is protected?
Any employee who makes a disclosure or raises a concern under this Policy will be protected if the employee:
- Discloses the information in good faith
- Believes it to be substantially true
- Does not make false allegations
- Does not seek any personal or financial gain.
Who should you contact?
Anyone with a complaint or concern about the Company should try to contact their supervisor or manager responsible for the group which provides the relevant service, recognizing however, that this depends on the seriousness and sensitivity of the issues involved and who is suspected of wrongdoing. As an alternative, complaints or reports under this Whistleblower Policy and concerns of employees regarding wrong doing may be submitted on a confidential, anonymous basis, to Whistleblower Security Inc., an independent third party reporting service retained by the Company for reporting services only. All reports received by Whistleblower Securities are forwarded directly to the Chair of the Audit Committee for further investigation.
Whistleblower Securities Inc. may be contacted in any of the following ways in any of the English, Inuktitut or Inuinnaqtun languages:
All submissions will have the ability to remain anonymous if they choose. Use of a non-identifiable third party e-mail address may be used to maintain anonymity.
How will Sabina respond?
Sabina will respond positively to your concerns. Where appropriate the matters you raise may:
- Be investigated by management, the Board of Directors or through a disciplinary process
- Be referred to the police
- Be referred to the external auditor
- Form the subject of an independent inquiry
Some concerns may be resolved by agreed action without the need for investigation. If urgent action is required, this will be taken before any investigation is conducted.
Within 15 calendar days after a concern is raised, the person contacted or a representative will write to you acknowledging the concern has been received and the path of action moving forward.
Sabina will not tolerate an attempt on the part of anyone to apply any sanction or detriment to any person who has reported a serious and genuine concern that they may have concerning an apparent wrong doing.
Acting in Good Faith
Anyone filing a complaint, submitting a concern or reporting wrongdoing or a violation, or suspected violation, must be acting in good faith and have reasonable grounds for believing the information disclosed. Any allegations which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
Confidentiality and Anonymity
Sabina will respect the confidentiality of any whistle blowing complaint received when the complainant requests confidentiality. However, it must be understood that it is easier to follow up and to verify complaints if the complainant is prepared to give his or her name. In addition, confidentiality cannot be maintain if such confidentiality is incompatible with a fair investigation or if there is an overriding reason for identifying or otherwise disclosing the identity of the person making the complaint, or if disclosure of the identity of the complainant is required by law. In the event that anonymity is requested the person should contact Whistleblower Security Inc. as outline above.