Policy Name: Whistleblower Policy
Effective Date:
September 19, 2018
Board of Directors
Version History:
Adopted on September 19, 2018

Wayfinder has adopted a Code of Business Conduct (Code) that reflects Wayfinder Corp. and its subsidiaries’ (Wayfinder and we) commitment to conducting business ethically, legally and safely, and with the highest degree of integrity. It sets out the principles, standards and behaviours that Wayfinder’s board directors (Board Directors), officers, employees, agents, consultants, contractors and representatives (collectively Personnel, or individually you and your) must follow.

As described in the Code you have to comply with Wayfinder’s policies, internal controls, standards, guidelines and processes, industry and professional standards, and the laws, rules and regulations (Rules) associated with your role at Wayfinder (Role) and Wayfinder’s business. The Code requires all Personnel to report (Complaint) any alleged violation of the Code (Violations).

This Whistleblower Policy (Policy) sets out the responsibilities, guidelines and procedures regarding how Complaints are to be made, managed and addressed. This Policy is intended to ensure that Complaints are made freely and without fear of victimization, intimidation, retribution, disadvantage or discrimination against any person, whether Personnel or not. Wayfinder will not tolerate such behaviour whatsoever and may if it determines that such behaviour has taken place, terminate your Role.

If you have any questions about this Policy you should discuss them with the person at Wayfinder that you report to (Leader), or seek the guidance of the Chief Executive Officer or the Chief Financial Officer (Chief Officer).’

What is a Violation?

It is not possible to narrowly define a Violation, but the Code contains substantial detail on acceptable conduct and where there is uncertainty, avenues for direction. Examples of Violations include the matters below.

  • Fraudulent activities or theft

  • Breach of occupational health and safety laws

  • Harassment

  • Discrimination

  • Coercion of Wayfinder’s auditors or any other attempt to affect Wayfinder’s financial statements

  • Non-compliance with the Company's internal accounting controls

  • Retaliation against Personnel that make a Complaint

Who can make a Complaint?

Any Personnel who has knowledge of a Violation may file a Complaint (Complainant) provided that the Complaint is made in good faith. Good faith does not mean that the Complainant has to be right, but it does mean that the Complainant believes that the information provided in the Complaint is truthful and accurate, is not made based on malice or false pretences, and is not intended to give rise to personal or financial gain. No adverse action will be taken against a Complainant that makes a Complaint based on these requirements.

We will not tolerate Complaints that are not made in good faith, such as Complaints intentionally providing false information or made maliciously to harm Wayfinder or other Personnel. Disciplinary action, up to and including termination of employment or services, may be taken against Personnel knowingly making false Complaints.

How do you make a Complaint?

Wayfinder takes all Complaints seriously. Personnel should not investigate Violations, rather, a Complaint should be made as described below.

Complaints can be made anonymously, and orally or in writing and sent to Wayfinder as described below.

  • To your Leader

  • If you are not comfortable with making the Complaint to your Leader or you are unsatisfied with your Leader’s management of the Complaint then you can provide the Complaint to a Chief Officer

  • If you are not comfortable with making the Complaint to a Chief Officer or you are unsatisfied with a Chief Officer’s management of the Complaint then you can provide the Complaint to the Chairman of the Board of Wayfinder as follows:

    • [NAME]

    • [PHONE]

    • [EMAIL]

  • Complaints should include as much specific information as possible including, if available, names, dates, places and events, supporting documents and data, your perception of why you believe there has been a Violation, what action you have taken, if any, and what action you recommend be taken.

Although Complaints can be made anonymously it is often beneficial if the name of the Complainant is known and is willing to be contacted as part of the process. Confidentiality will be respected to the fullest extent reasonably possible.

What happens to a Complaint?

All Complaints will be reviewed, and if appropriate, investigated. Initial inquiries may be made to determine whether an investigation is appropriate, and if so, what form it should take. If required, urgent action may be taken before an investigation is undertaken or completed. Investigations will be conducted in a discreet, professional, unbiased and timely fashion, and will comply with all applicable legal requirements. To protect confidentiality, only individuals required to properly conduct the investigation will be involved. Individuals contacted during the investigation will be informed of the confidential nature of the investigation and will be advised to maintain such discussions on a strictly confidential basis. All requests for anonymity will be respected, unless a security issue is identified.

Personnel are required to fully cooperate and assist in any investigation. The lead investigator will determine the steps to be taken in conducting the investigation, including interviews and review of documents, records and data.

Within 15 days of the date a Complaint is received a response will be provided to the Complainant acknowledging receipt of the Complaint, setting out steps and timing for addressing the Complaint, and if known, advising if an investigation will or will not take place. In determining what, if any, action to take in respect of a Complaint various considerations will be taken into consideration, including the position and role of the Personnel involved, seriousness of the Violation, credibility of the Complaint and urgency for resolution.

Within 15 days of the completion of an investigation an update will be provided to the Complainant. Wayfinder will take reasonable steps to assist a Complainant with matters arising from filing the Complaint. Any Complaints respecting financial and accounting matters will be reported to and overseen by Wayfinder’s Audit Committee.

What if the Violation includes breach of laws?

Certain Violations could subject Wayfinder and Personnel to civil and criminal penalties. Before issues or behaviour can rise to that level, employees and consultants are encouraged to make disclosures or raise concerns under this Policy. This Policy is does not prevent Personnel from (a) reporting information to a securities commission, self-regulatory organization or other law enforcement agency (Law Enforcement Agency) when the Personnel has reasonable cause to believe that the violation of a federal or provincial statute or regulation has occurred or (b) from co-operating in an investigation or proceeding commenced by a Law Enforcement Agency. Wayfinder will not tolerate any action on the part of any Personnel to influence a Complainant’s ability to freely and without fear of victimization, intimidation, retribution, disadvantage or discrimination:

  • file a Complaint in good faith to a Law Enforcement Agency; or\

  • co-operate with an investigation or proceeding commenced by a Law Enforcement Agency, regardless of any financial gain received by the Complainant.

Is there a Report?

Yes, a report will be prepared for each Complaint that contains the findings, conclusions and actions, if any. In general, reports will be reviewed with and where appropriate, provided to the appropriate business representatives and the appropriate senior officer for the respective business division, for discussion and follow-up on required actions and recommendations. In the case of investigations of Complaints respecting financial and accounting matters the report will be delivered to the Audit Committee prior to effecting actions and recommendations.

How is the information treated?

All records, data and reports (Information) associated with a Complaint and any investigation is confidential information, and access is restricted to Wayfinder’s Board of Directors (including its committees) and, to the extent involved, individuals engaged for the purposes of performing any investigation. Access to Information may be granted to other persons at the discretion of a Chief Officer or the Board of Directors (or a committee) in accordance with Wayfinder’s obligations under the Personal Information Protection and Electronic Documents Act (Canada) and any replacement, or other applicable legislation. Complaints, investigations, reports recommendations and actions will generally not bedisclosed to Personnel or to the public, except as required by law. All Information respecting a Complaint will be retained for 10 years.

Who is responsible for this Policy?

The Chief Financial Officer is responsible for the administration of this Policy.