1.1 Potash One Inc. (the "Company") is committed to building and maintaining a good reputation in the market through the ethical behavior of our personnel and contractors and the proper and effective functioning of our accounting and internal control system.
1.2 The purpose of this policy is to facilitate access for employees and third parties to report concerns regarding accounting and auditing matters directly to the Audit Committee and as well, to report violation of the Company's Code of Business Conduct and Ethics, Investor Relations, Disclosure, other policies and procedures and events of fraud and theft as appropriate.
1.3 This policy establishes the standards and procedures to ensure that accounting and audit related complaints handling complies with the objectives of management and the audit committee.
2. Scope
2.1 The policy applies to all personnel of Potash One Inc. and its direct and indirect subsidiaries that are owned or controlled by the Company or for which the Company are its primary beneficiaries.
3. Procedures
3.1 The Audit Committee of Potash One Inc. has approved the following procedures and contact information for employees and third parties to report Complaints or Concerns received by the Company:
The Audit Committee is responsible for administering the procedures for the receipt, retention and treatment of complaints or concerns regarding accounting, internal controls and auditing matters in respect of the Company, including, but not limited to, concerns regarding questionable accounting or auditing practices on behalf of its board of directors.
Any person including employee of the Company or third party may submit complaints or concerns in respect of the Company on a confidential and anonymous basis by email or letter addressed to the Chair of Audit Committee marked as "Confidential - Whistleblower Complaints or Concerns".
All submissions to the Chair of Audit Committee should be addressed as follows:
Chair of Audit Committee
Potash One Inc.
Suite 1238 - 200 Granville Street
Vancouver, BC V6C 1S4
Canada
Attention: CONFIDENTIAL - WHISTLEBLOWER COMPLAINT
OR
Email:
Subject: CONFIDENTIAL - WHISTLEBLOWER COMPLAINT
Any communications regarding complaints or concerns about accounting, internal controls or auditing matters in respect of the Company submitted by employees or third parties will be treated as confidential.
Any complaints or concerns that are made directly to management, whether openly, confidentially or anonymously, shall be promptly reported to the Chair of the Audit Committee and the matter will be investigated under the direction of the Audit Committee.
If the complaint or concern is a serious matter with material impact on, or involving the Company's Senior Management, the complaint must be reported the Chair of the Audit Committee within 24 hours from the time it is received.
The Audit Committee should determine what internal resources or professional assistance, if any, is required in order to conduct a full investigation with the Audit Committee's approval.
The Audit Committee shall promptly investigate the complaint and shall report the result of the investigation in writing to the Board of Directors at the end of each quarter.
All whistleblower complaints or concerns must be retained by the Audit Committee for a period of seven (7) years.
The Company will not tolerate any termination or retaliation by any person or group, directly or indirectly, against anyone who in good faith, makes a complaint or concern, or provides assistance to the investigation. If an employee, officer or director of the Company legitimately and in good faith submits a complaint, the Company will not discharge, demote, suspend, threaten, harass or otherwise discriminate or retaliate against him or her in the terms or conditions of employment because of that activity.
The investigation shall not reveal the identity of any person who makes a good faith compliant or concern and who asks that his or her identify remain confidential.
Nothing herein shall be constructed to protect a person from the consequences of their own wrongdoing however a person's self disclosure or wrongdoing that is not independently discovered through investigation shall be taken into account when considering the consequences to such person.
Where allegation of impropriety may result in serious personal repercussions for the target person or entity, the employee, officer or director, person making the allegation of impropriety should have reasonable and probably grounds before reporting such impropriety and should undertake such reporting in good faith, for the best interest of the Company and not for personal gain or motivation.
In the event that the investigation reveals that the complaint was frivolously made or undertaken for improper motives or made in bad faith or without a reasonable and probable basis, appropriate disciplinary action may be taken.
