The Company is committed to the highest standards of openness, honesty and accountability that its various stakeholders are entitled to expect. As a result, the Company, its subsidiaries and affiliates want to know about any and all dishonest, fraudulent or unacceptable behaviour, conduct or practices committed by the Company’s employees and former employees regarding accounting matters generally, internal accounting and/or controls, the conduct of the audit of its financial accounts and statements or related matters, or other “non-financial” matters, which, if disclosed, could reasonably be expected to raise concerns regarding the integrity, ethics or bona fides of the Company (a “Questionable Event”) and expects its employees and former employees to feel confident about disclosing and reporting on any concerns they may have about any Questionable Event they become aware of. In accordance with the Company’s commitment set out above, this Whistle-blower Policy is meant to provide a formal yet simple procedure to facilitate the receipt, retention, review and resolution of complaints, denunciations, warnings, given in any form by any employee or former employee of the Company, regarding a Questionable Event.
Employees, who are often the first ones to realize that there may be something seriously wrong within a corporation, may, however, not express or report their concerns because they feel that speaking up would be disloyal to their colleagues or to the Company or may even jeopardize their position in, or employment by, the Company. Even when an employee does raise or report any suspicious, colleagues or superiors of such employee may decide to ignore his or her concerns so raised rather than address same or report through higher channels what might ultimately turn out to be just a suspicion of fraudulent or wrongful practices. The Company expects employees who have reasonable grounds for believing that there is occurring, or has occurred, a Questionable Event within the Company to come forward and voice those concerns responsibly. The Policy is intended to encourage and enable employees to voice their concerns regarding any Questionable Event within the Company rather than ignoring them or, ultimately, feeling compelled to deal with the Questionable Event outside the Company due to a lack of the availability of the mechanism provided hereunder. Any employee who finds his concerns about a Questionable Event not satisfactorily addressed by his immediate supervisor (or higher-ranking persons) or who feels that the seriousness and sensitivity of the issues or people involved require that the reporting of such Questionable Event should neither be addressed to the attention of his immediate supervisor, nor follow the normal corporate reporting channels, should contact the Company’s Audit Committee Chair by any of the following methods: Mail: Chair, Audit Committee Exploits Discovery Corp. 595 Howe St #1100, Vancouver, BC V6C 2T5
The Company understands and acknowledges that one’s decision to report a Questionable Event can be a difficult one to make. Employees who raise serious concerns should have nothing to fear. Therefore, the Company shall not tolerate any retaliation, harassment or victimization (including informal pressures) and shall take appropriate action to protect employees who raise any concerns under this Policy in good faith (a “Concerned Employee”).
All expression of concerns or reports on Questionable Events within the Company, filed with the Audit Committee Chair pursuant to this Policy, will proceed internally on a confidential basis.
Expressions of serious concerns or reports on Questionable Events within the Company filed with the Audit Committee Chair on an anonymous basis will also be treated appropriately.
In the event that, in good faith, a Concerned Employee reports a Questionable Event that is not confirmed by subsequent investigation or otherwise, no action shall be taken against such Concerned Employee. Conversely, in the event a Concerned Employee reports a Questionable Event for frivolous or malicious purposes or for his or her personal gain, the appropriate disciplinary or legal action will be taken against such Concerned Employee, including possible dismissal for cause.
Concerns may be raised with the Audit Committee Chair verbally or in writing (including by email). Concerned Employees who wish to make a written report are asked to provide: • The background and history of the Questionable Event (giving relevant dates); • The reasons prompting the particular concern about the situation, and • The extent to which the Concerned Employee has personally witnessed or experienced the Questionable Event (providing documented evidence where possible).
The Audit Committee Chair will maintain a record of concerns raised and the outcome (but in a form which does not endanger the confidentiality of a Concerned Employee’s identity where necessary) and will report, as necessary, to management and/or the Independent Directors of the Board of the Company, having regard to the nature of the Questionable Event raised and whether or not it related to the financial position and/or financial statement and/or disclosures of the Company or to other “non-financial” matters related to the Company.
The Chair of the Audit Committee shall determine the steps and procedures to be taken to address the concern appropriately and whether an investigation is appropriate and, if so, what form such investigation should take, as well as other parameters (for example whether external investigators should be employed, the timing of such investigation and other such matters as are deemed appropriate in the circumstances). Except, of course in the case of anonymous allegations, the Concerned Employee will be informed of the outcome of any investigation and/or any treatment of his or her claim or notice. Effective date This policy was implemented by the Board on Aug 26, 2020.