Policy Name: Whistleblower Policy
Effective Date: September 19, 2018
Owner: Board of Directors
Version History: Adopted on September 19, 2018 Revision Date: January 2023
Purpose
Wayfinder has adopted a Code of Business Conduct (Code) that reflects Wayfinder Corp.’s 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 must 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, Rules or law (Violations).
This Whistleblower Policy (Policy) sets out the responsibilities, guidelines and procedures regarding how Complaints are to be made, managed and addressed. Complaints in good faith should be made freely and without fear of victimization, intimidation, retribution, disadvantage or discrimination against any person, whether Personnel or not.
If you have any questions about this Policy you should discuss them with the person at Wayfinder that you report to your manager (Leader) or seek the guidance of the President, Chief Executive Officer, Chief Operating Officer or the Chief Financial Officer (Chief Officer).
Definition
Examples of Violations include:
Fraudulent activities or theft,
Breach of federal or provincial laws or regulation, including occupational health and safety laws,
Breach of or failure to comply with any Wayfinder Policy,
Coercion of Wayfinder’s auditors or any other attempt to affect Wayfinder’s financial statements,
Non-compliance with the Company's internal accounting controls, and
Retaliation against Personnel who make a Complaint.
Responsibilities
Any Personnel who has knowledge of a Violation (Complainant) may file a Complaint provided that the Complaint is made in good faith. Good faith does not mean that the Complainant has to be correct, 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.
Violation of Standard
Wayfinder Corp. may discipline or terminate for just cause any employee who violates this standard. Wayfinder Corp. will determine appropriate sanctions for contractors, subcontractors and consultants that are aligned and consistent with the intent of this standard. Violations of this standard may result in corrective and disciplinary action, up to and including termination, without notice or pay in lieu of notice. Violations may also be subject to possible criminal prosecution.
Procedures
1. Reporting
Wayfinder takes all Complaints seriously. Personnel should not investigate Violations themselves. Complaints can be made anonymously, and orally or in writing to:
Your Leader,
To a Chief Officer, if you are not comfortable with making the Complaint to your Leader or you are unsatisfied with your Leader’s management of the Complaint,
To the Privacy Officer of Wayfinder, 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:
Sam Okasha
Suite 1400, 700-9th Ave SE, Calgary, AB T2P 3V4
403-269-1420 (Extension 1008)
Privacy.Officer@sanjel.com
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.
2. Investigation
a) All Complaints will be reviewed, and if appropriate, investigated in accordance with Wayfinder’s investigation procedures, any relevant policies and legal requirements.
b) 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. Requests for anonymity will be respected where possible, unless a security issue is identified.
c) Personnel are required to cooperate fully 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.
d) 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, including advising if an investigation will or will not take place, if known.
e) 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.
f) Within 15 days of the completion of an investigation an update will be provided to the Complainant.
g) 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.
h) A report will be prepared for each Complaint that contains the findings, conclusions and recommended 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.
i) All records, data and reports (Information) associated with a Complaint and any investigation is confidential information, and access is restricted to those with a true, appropriate business need.
j) 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 consultation with the Privacy Officer and in accordance with the Privacy Policy and legislation. Complaints, investigations, reports recommendations and actions will generally not be disclosed to Personnel or to the public, except as required by law.
k) All Information respecting a Complaint will be retained for 10 years.
3. Alternative Reporting
Certain Violations could subject Wayfinder and Personnel to civil and criminal penalties. Although Wayfinder prefers an initial reporting under this Policy, this Policy 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