Topaz Energy Corp. ("Topaz" or the "Corporation") is committed to the highest standards of professional and ethical conduct, openness, honesty and accountability. The transparency, honesty and integrity and accountability of Topaz's financial, administrative and management practices are vital as they guide the decisions of the board of directors of Topaz (the "Board") and are relied upon by our shareholders, financial markets and other stakeholders.
For these reasons, Topaz must cultivate an environment where individuals can confidentially and anonymously report complaints and concerns regarding questionable business practices without the fear of victimization, discrimination, or disadvantage. This requires a program by which the appropriate body can receive, retain and investigate all reports of complaints and concerns regarding professional and ethical conduct and related matters set forth in Topaz's Code of Business Conduct and Ethics and corporate governance policies including its Disclosure, Confidentiality and Trading Policy, Related Party Transaction Policy, Environment, Human Rights and Health & Safety Policy and its Stakeholder Engagement Policy.
This Whistleblower Policy is established for employees, management, officers, directors, contractors, consultants, vendors, customers and other stakeholders of the Corporation.
A. Reportable Conduct
This program is designed to encourage the reporting of complaints and concerns regarding professional or ethical misconduct, including but not limited to:
· suspected violations of Topaz's Code of Business Conduct and Ethics;
· accounting, internal controls or auditing matters
· suspect, questionable, unethical, and unlawful accounting and auditing policy, practices or procedures;
· intentional breach of or failure to implement accounting and auditing policy, practices or procedures approved by the Board;
· inadequate internal controls;
· the misleading or coercion of auditors;
· disclosure of fraudulent or misleading financial information;
· instances of corporate fraud
· suspected violations of the law, whether civil or criminal;
· risk to the environment;
· danger to health, safety or security of a worker or the public; or
· concerns about other Topaz business practices.
B. Who is protected?
Any person who makes a disclosure or raises a concern under this program will be protected if the person:
· discloses the information in good faith;
· believes it to be substantially true;
· does not act maliciously or make false allegations; and
· does not seek any personal or financial gain.
C. Reporting a Complaint
Complainants can be anonymously reported via email, telephone or post. In instances where a satisfactory response is not received from your immediate supervisor, or if you are uncomfortable addressing your concerns to your supervisor, any senior officer of Topaz may be contacted.
In instances where a satisfactory response is not received from such senior officer, or if you are uncomfortable addressing your concerns to a senior officer, you can report any complaints anonymously through Topaz’s Whistle Blower Hotline (“Confidenceline”) at 1-800-661-9675. The hotline is available to third parties and is available in all languages.
To report a written complaint directly to the Audit Committee, please communicate using a sealed envelope, addressed to our legal counsel’s post address, marked “Chair of the Audit Committee”, addressed to:
c/o Topaz Energy Corp.
2400, 525 - 8th Avenue SW
Calgary, Alberta T2P 1G1
Employees and consultants are encouraged to provide as much specific information as possible including names, dates, places and events that took place, the employee's or consultant's perception of why the incident(s) may be a violation, and what action the employee or consultant recommends be taken.
D. Investigations Policy
Topaz will respond positively to concerns raised hereunder. Reporting parties should not forget that investigating your concerns is not the same as either accepting or rejecting them.
Where appropriate, the matters raised may:
· be investigated by management, the Committee, internal audit, or legal counsel;
· be referred to the police;
· be referred to the external auditor; or
· form the subject of an independent inquiry.
In order to protect individuals and those accused of misdeeds or possible malpractice, initial enquiries may be made to determine whether an investigation is appropriate and, if so, what form it should take.
The overriding principle which Topaz will have in mind is the best interests of Topaz and its stakeholders.
Some concerns may be resolved by agreed action without the need for further investigation or action. If urgent action is required, it may be taken before an investigation is completed.
Promptly following a concern being raised, the responsible officer will write to the reporting party:
· acknowledging that the concern has been received;
· indicating how the responsible officer proposes to deal with the matter;
· giving an estimate of how long it will take to provide a final response;
· telling the reporting party whether any initial enquiries have been made; and
· telling the reporting party whether further investigations will take place and if not, why not.
The amount of contact between the officers considering the issues and the reporting party will depend on the nature of the matters raised, the potential difficulties involved and the clarity of the information provided. If necessary, Topaz will seek further information from the reporting party.
Topaz will take steps to minimize any difficulties that the reporting party may experience as a result of raising a concern. For instance, if the reporting party is required to give evidence in criminal or disciplinary proceedings, Topaz will arrange for the reporting party to receive advice about the procedure.
In determining what further actions to take, considerations include, but are not limited to:
· the alleged wrongdoer;
· seriousness of the allegation;
· credibility of the allegation; and
· urgency of an investigation and resolution.
The investigating body will respect the confidentiality of any complainant who so requests, but can only do so to the extent permitted by the law. However, it must be appreciated that it will be easier to follow up and to verify complaints if the complainant is prepared to give his or her name.
F. Victimization, Discrimination and Harassment
Topaz will not tolerate any attempts, to any degree, on the part of anyone to sanction or detriment in any way a complainant who reported a complaint or concern in good faith. The Corporation has an Environment, Human Rights and Health & Safety Policy which applies to respecting human rights and providing and maintaining a respectful workplace, business activities, and relationships with stakeholders. Any such attempt should be reported immediately as described in the Corporation’s Whistleblower Policy.
The Committee shall retain all records relating to reports submitted under this program for a period of six (6) years.
H. Audits and Disclosure
The Committee shall perform an annual audit to determine the number of incident reports received, the types of misconduct reported, the investigative procedures followed, and the disciplinary actions taken within each year. A summary of findings will be reported through the Corporation’s public disclosure(s) on an annual basis.
The Corporation may engage external resources, as deemed advisable, and shall review this Policy on a periodic basis.
I. Standards of Liability
Nothing contained in this policy is intended to expand applicable standards of liability under statutory, regulatory, common law or any other legal requirements for the Board or members of its committees. The purposes and responsibilities outlined in this policy and accompanying Board materials are meant to serve as guidelines rather than inflexible rules and the Board may adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities.