Anti-Corruption and Bribery

Anti-Corruption and Anti-Bribery Policy.

1. Introduction.
Combating Corruption. Richt International Inc (referred as “Company” ahead) operates in a wide range of legal and business environments, many of which pose challenges to our ability to conduct our business operations with integrity. As a company, we strive to conduct ourselves according to the highest standards of ethical conduct. Throughout our operations, the Company seeks to avoid even the appearance of impropriety in the actions of our directors, officers, employees, and agents.
Accordingly, this Anti-Corruption Policy ("Policy") reiterates our commitment to integrity and explains the specific requirements and prohibitions applicable to our operations under anti-corruption laws, including, but not limited to, the US Foreign Corrupt Practices Act of 1977 ("FCPA"). This Policy contains information intended to reduce the risk of corruption and bribery from occurring in the Company's activities. The Company strictly prohibits all forms of corruption and bribery and will take all necessary steps to ensure that corruption and bribery do not occur in its business activities.
Under the FCPA, it is illegal for US persons, including US companies or any companies traded on US exchanges, and their subsidiaries, directors, officers, employees, and agents, to bribe non-US government officials. The concept of prohibiting bribery is simple. However, understanding the full scope of the FCPA is essential as this law directly affects everyday business interactions between the Company and non-US governments and government-owned or government-controlled entities.
Violations of the FCPA can also result in violations of other US laws, including anti-money laundering, mail and wire fraud, and conspiracy laws. The penalties for violating the FCPA are severe. In addition to being subject to the Company's disciplinary policies (including termination), individuals who violate the FCPA may also be subject to imprisonment and fines.
Aside from the FCPA, the Company may also be subject to other non-US anti-corruption laws, in addition to the local laws of the countries in which the Company conducts business. This Policy generally sets forth the expectations and requirements for compliance with those laws.
Applicability. This Policy is applicable to all of the Company’s operations worldwide. This Policy applies to all of the Company’s directors, officers, and employees. This Policy also applies to the company's agents, consultants, joint venture partners, and any other third-party representatives that, on behalf of the Company, have conducted business outside of the US or interacted with non-US government officials or are likely to conduct business outside of the US or interact with non-US government officials. Prohibited Payments.
Company employees and agents are prohibited from directly or indirectly making, promising, authorizing, or offering anything of value to a non-US government official on behalf of the Company to secure an improper advantage, obtain or retain business, or direct business to any other person or entity. This prohibition includes payments to third parties where the Company employee or agent knows, or has reason to know, that the third party will use any part of the payment for bribes.
(a) Cash and Non-Cash Payments: "Anything of Value." Payments that violate the FCPA may arise in a variety of settings and include a broad range of payments beyond the obvious cash bribe or kickback. The FCPA prohibits giving "anything of value" for an improper purpose. This term is very broad and can include, for example:
(i) Gifts.
(ii) Travel, meals, lodging, entertainment, or gift cards.
(iii) Loans or non-arm's length transactions.
(iv) Charitable or political donations.
(v) Business, employment, or investment opportunities.
(b) Non-US Government Official. The FCPA broadly defines the term non-US government official to include:
(i) Officers or employees of a non-US government or any department, agency, or instrumentality thereof.
(ii) Officers or employees of a company or business owned in whole or in part or controlled by a non-US government (a state owned or controlled enterprises).
(iii) Officers or employees of a public international organization (such as the United Nations, World Bank, or the European Union).
(iv) Non-US political parties or officials thereof.
(v) Candidates for non-US political office.
This term also includes anyone acting on behalf of any of the above.
On occasion, a non-US government official may attempt to solicit or extort improper payments or anything of value from Company employees or agents. Such employees or agents must inform the non-US government official that the Company does not engage in such conduct and immediately contact the CEO, Mr. Sachin Shah.
(c) Commercial Bribery. Bribery involving commercial (non-governmental parties) is also prohibited under this Policy. To this end, Company employees and agents shall not offer, promise, authorize the payment of, or pay or provide anything of value to any employee, agent, or representative of another company to induce or reward the improper performance of any function or any business-related activity. Company employees and agents also shall not request, agree to receive, or accept anything of value from any employee, agent, or representative of another company or entity as an inducement or reward for the improper performance of any function or business-related activity. 2. Political and Charitable Contributions.
Contributions to candidates for non-US political office are prohibited unless the Compliance Officer pre-approves them in writing. Charitable contributions to non-US charities must also be pre-approved in writing by the Compliance Officer. Recordkeeping.
It is the Company's policy to implement and maintain internal accounting controls based upon sound accounting principles. All accounting entries in the Company's books and records must be timely and accurately recorded and include reasonable detail to fairly reflect transactions. These accounting entries and the supporting documentation must be periodically reviewed to identify and correct discrepancies, errors, and omissions.
(a) Authorization for Transactions. All transactions involving the provision of anything of value to a non-US government official must occur only with appropriate Company authorization.
(b) Recording Transactions. All transactions involving the provision of anything of value to a non-US government official must be recorded in accordance with generally accepted accounting principles.
(c) Tracking Transactions. All transactions involving the provision of anything of value to a non-US government official must be tracked in a separate log or record, with supporting documentation identifying:
(i) The name and position of the employee requesting and authorizing the transaction.
(ii) The name and position of the non-US government official involved in the transaction.
(iii) A description, including the value, of the payment or provision of anything of value, and where applicable, a description of the Company's products or services being promoted or the relevant contractual provision if the payment was made pursuant to a contract. Cash Payments.
Cash payments of any kind to a third party, other than documented petty cash disbursements or other valid and approved payments, are prohibited. Company checks shall not be written to "cash," "bearer," or anyone other than the party entitled to payment except to replenish properly used petty cash funds.
Representatives.
All third-party Company representatives must fully comply with the FCPA and all other applicable laws. Compliance.
Company employees and agents must be familiar with and perform their duties according to the requirements set out in this Policy. Company employees or agents who violate this Policy are subject to disciplinary action, up to and including dismissal. Third-party representatives who violate this Policy may be subject to termination of all commercial relationships with the Company.
To ensure that all Company employees and agents are thoroughly familiar with the provisions of this Policy, the FCPA, and any other applicable anti-corruption laws, the Company shall provide anti-corruption training and resources to those Company employees and agents, as appropriate.
Any Company employee or agent who suspects that this Policy may have been violated must immediately notify the Company as specified in the section entitled "Reporting Policy Violations" below. Any Company employee who, in good faith, reports suspected legal, ethical, or Policy violations will not suffer any adverse consequence for doing so. When in doubt about the appropriateness of any conduct, the Company requires that you seek additional guidance before taking any action that may subject the Company to potential FCPA liability. Duty to Cooperate.
The Company may at times undertake a more detailed review of certain transactions. As part of these reviews, the Company requires all employees, agents, and third-party representatives to cooperate with the Company, outside legal counsel, outside auditors, or other similar parties. The Company views failure to cooperate in an internal review as a breach of your obligations to the Company and will deal with this failure severely in accordance with any local laws or regulations.

Energy Use Policy
1. All staff are responsible to reduce consumption, through strategies such as: Preventing the
need to use energy - Installing skylights in the roof or walls to reduce the need for artificial
lighting - Insulating rooms to minimize energy waste - Fitting self-closing doors to reduce
heat (or cold) loss from draughts.

2. Making sure equipment is the right size for the job. Minimizing use - Minimizing
expenditure on space heating - Minimizing the use of hot water. - Turning off lights and
equipment when not operating. Use of efficient equipment, lighting, heating and vehicles -
Using energy efficient office equipment and power saving functions.

3. Using the most efficient motor vehicles - Using the most efficient lights - triphosphorous
tubes are cheaper to run than fluorescent lights.

4. Using fuels with the least greenhouse impact - Investigating alternative energy sources such
as solar hot water, bio-ethanol and wind energy. Using a clean fuel such as LPG or
methanol.

5. Supporting green purchasing - Purchasing items with reusable, recyclable, or no packaging -
Requiring suppliers to quote the energy consumption and costs of new equipment.

Procurement of Goods Policy
General procurement policy
General Policy
All purchasing for Richt International Inc (referred to as “Company” ahead) must be done pursuant to established guidelines, as outlined in this policy. The objective is to promote the honest and efficient procurement of all the goods and services Company needs, on the best terms and conditions practical.

All Purchasing Shall Be Done through the Purchasing Function
All purchasing of any type shall only be done through the purchasing function. From time to time, Company, through its purchasing function, may establish certain small amounts that can be committed by those outside the purchasing function. Currently, that amount is $2500. This low threshold is intended to be applied responsibly by those in Company and to facilitate purchasing of items where the knowledge and expertise of the purchasing function would not necessarily be required.

Some Purchasing Responsibilities May Be Delegated
From time to time, the Director of Purchasing may delegate certain procurement responsibilities to those in other departments. The criteria used will simply be that such delegation promotes efficiency and does not present a situation where the knowledge and expertise of the purchasing function is required. This can only be done in writing, and anyone operating under such an exception is required to observe any limits or procedures that may be established by the Director of Purchasing. At a minimum, the writing shall
- specify the name of the department head to which such authority has been delegated;
- specify the general nature of the products or services that can be procured by that department head without further purchasing approval;
- specify the minimum documentation that shall be required in all such procurements (those operating under this delegation must keep in mind that the basic company policy on purchasing requires that all significant procurements be evidenced by    a writing that will allow the auditing of such procurements, and will provide sufficient documentation to justify payments to the vendors for the relevant goods or services);
- establish a monetary limit which cannot be exceeded;
- set a deadline where the authority will expire unless renewed by the Director of Purchasing;
- establish a place, location or manner in which the relevant documentation for such purchases shall be maintained; and
- establish and maintain a listing of each individual who has been authorized by the department head to interact with suppliers, and assure that such individual has read, understood, and acknowledged the receipt of our policy on gratuities from         suppliers.

Maintenance of Database of Suppliers
The Director of Purchasing shall be responsible for maintaining a database of suppliers, and where thought appropriate, potential suppliers, and for each such supplier, the database shall contain information about the amount of money, in total, which Company has spent with such supplier. This information is Company confidential, but may be used by the Director of Purchasing in negotiations with suppliers, as well as selection of suppliers, to assure that Company is afforded the best possible prices, terms and conditions, and service in connection with its purchases.
This database of suppliers shall also include relevant information about the minority ownership of the supplier to facilitate Company’s goals of purchasing appropriate quantities of goods or services from minority-owned firms.
Relationship of Purchasing to Other Departments
It is recognized that many of the needs for goods or services will be based on work and responsibilities under the direction of other departments. The needs of those other departments for certain goods or services, including certain qualities and quantities of these goods or services shall be accorded great weight by the purchasing function. Similarly, in some situations, those who have specific needs will have knowledge of appropriate suppliers and may have certain preferences as to those sources. These also shall be accorded great weight by the purchasing function. On the other hand, those with needs for goods or services must also bear in mind that Company must always strive for the most efficient and effective procurement of the goods and services that may be required. Company must also manage our level of inventories of goods and suppliers so that we have what is required, when it is required, but that we do not incur costs of holding inventory that could be avoided with efficient procurement.
This policy does not attempt to specify any hard and fast rules as to how any possible differences between purchasing and the function of Company needing the goods or services should be resolved. Rather, it establishes a policy that the respective roles and expertise of everyone involved must be respected, and that all parties shall work together toward the common goal of effective and efficient procurement.
Should the need arise, the Chief Operating Officer of Company shall be available to intercede and assist in the resolution of any such differences.

Preference for Approved Suppliers
While Company is always ready to discuss purchasing goods or services from new entities with which it has not done business before, we also recognize that we can only purchase from reputable financially stable companies as well as those that share our desires for diversity, respect for the environment, legal and ethical conduct, and fair labor practices. Everyone in Company must also recognize that a certain amount of time and effort (which is often ongoing) is expended in making sure our suppliers satisfy our standards. The Director of Purchasing will, therefore, maintain a list of approved suppliers that Company has determined satisfy our standards. The Director of Purchasing is authorized to give appropriate preferences to such companies. The Director of Purchasing is responsible for deciding the degree of such preference, as well as for determining what other additional companies should be added to the list of approved suppliers from time to time.
Should the Director of Purchasing feel it is necessary or appropriate to remove a supplier from the list of qualified suppliers, the supplier so removed shall be given a reasonable explanation as to the reason for taking such action, and such reasons shall be documented and maintained in the relevant files. This provision is intended only to reflect our policy of treating all suppliers fairly and candidly, and not to create any “right of appeal” of this decision.

Preferences for Procurement on the Company Standard Terms and Conditions of Purchase
Company has designed a set of terms and conditions for purchasing that are printed on the back of company purchase orders. These terms and conditions are also available in digital form for procurements done in that manner. Company shall give preference to those suppliers who accept our standard terms and conditions. The degree of such preference shall be determined by the Director of Purchasing, in consultation with the company’s lawyers where appropriate.

Preferences for Procurement on Corporate Agreements
Company recognizes that some situations do not lend themselves to procurement using our standard terms and conditions. A specific corporate agreement with the supplier may be more appropriate. Such a corporate agreement can establish the legal terms and conditions that apply to the parties—leaving the specifics of each individual transaction to “releases” that may take the form of the company purchase order or the vendor’s standard sales forms. In such instances the master or corporate agreement shall be signed by both Company and the supplier, and shall state that its terms supercede those in any standard forms used by the parties, which shall be inapplicable. Such contracts shall be negotiated by the Director of Purchasing, with assistance as may be required from the company lawyers. Where such a master or corporate agreement exists with a supplier, the Director of Purchasing shall give that supplier the degree of preference thought appropriate.
The policy of Company is that no such master or corporate agreement shall preclude Company from purchasing goods or services from any other supplier. Any exception to this policy shall be approved by both the Director of Purchasing and the Company General Counsel, and either may bring the matter to the attention of the Chief Executive Officer of Company if thought appropriate.

Preference for Competitive Bidding
For all significant procurements, Company’s preference is for competitive bidding. In all such competitive bidding situations, the following general rules shall be observed:
- In general, bidders shall be selected from the list of approved suppliers. Where this is not practical, any company not on the list of approved suppliers shall, even if successful in its bidding, not be awarded any contract by Company unless and until the Director of Purchasing conducts a sufficient investigation the results of which justify adding this company to the list of approved suppliers.
- In general, competitive bids will be solicited from the three highest qualified suppliers known to the purchasing function. If exceptions are to be made, they shall be approved by the Director of Purchasing.
- Each supplier will be required to submit its lowest and best bid initially. In general, no supplier will be told anything about any other supplier’s bid. Should there be a problem in the procurement such that the Director of Purchasing feels that any supplier misunderstood the requirements or made a mistake and that such supplier should be allowed to rebid, all other suppliers shall be allowed to rebid too. It is anticipated that this will be an unusual situation.
- When competitive bids are solicited, the bidders shall be given all the relevant information on which to base their bids, including both the technical, legal, and business facets of the procurement.
- In general, Company will accept the lowest and best responsive bid. It is recognized that, in some situations, this may be a subjective decision as price is only one of the aspects of the bid to be considered. The Director of Purchasing is charged with the responsibility of making this determination—with advice from the Company General Counsel if the issues relate to the legal terms and conditions of the bids.
- The rationale or business judgment involved in the selection of the winning bidder shall be noted in writing and maintained in the contract file.

Reverse Auctions
The company will only engage in so-called reverse auctions if they have been approved by the Director of Purchasing, the General Counsel, and also the Chief Operating Officer of Company.

Preference against “Evergreen” Contracts
Company may arrange for annual contracts with certain suppliers, with the anticipation that the relationship may be ongoing for a long time. However, in order to assure that Company reevaluates the supplier and the contract each year, Company has established a preference for contracts that call for some affirmative action to be renewed, and against the so-called evergreen contracts that renew automatically unless either party takes some action to cancel the contract.

Purchasing Responsible for Returns and Credits
Should it be necessary to return items shipped to us from any supplier, the purchasing function shall be responsible for handling the negotiations and discussions with the supplier relating to such returns, including any appropriate replacement or substitute shipments and/or any credits to which Company may be entitled.

No Procurement for Personal Employee Use
The resources of Company procurement department are intended only for the benefit of Company, and not for the personal benefit of any individual employee. Accordingly, the purchasing department and its personnel shall normally not be available for employees who may want to obtain some of the products or services of our vendors for their personal use.

The Purchasing Function Shall Handle Disposal of Equipment No Longer Needed
In addition to its responsibilities for procurement, the purchasing function shall also be responsible for disposing of equipment or supplies (including furniture and computers) no longer needed by Company.

Director of Purchasing Responsible for Training
The Director of Purchasing shall be responsible for seeing that all procurement people in the department receive education and training that is appropriate to their role in the organization. It is anticipated that everyone in the procurement function shall receive ethics training. Legal, negotiation, and technical training shall be provided as appropriate under the direction of the Director of Purchasing.
The Director of Purchasing shall maintain a roster of all those in the purchasing function, which shows the training they have received, and the dates on which they have received it. The Director of Purchasing shall review this roster at least annually, and make necessary arrangements where it appears that additional training may be appropriate.

Policy Applies to Changes and Modifications
The provisions of this policy apply not only to initial procurements but also to changes and modifications. These shall be done only by authorized persons and documented to the same extent as the initial procurement.

Records
The Director of Purchasing shall be responsible for making sure that Company creates and maintains all appropriate records reflecting our procurements. To the extent that such records are created or maintained electronically, the Director of Purchasing shall be responsible for coordinating with the Director of Information Services, and the General Counsel if necessary, to make sure Company always has the documentation to allow audits of our purchases.

Recommendations and Publicity
Company will not generally recommend any supplier or the products or services of any supplier to any other customer or potential customer. Any records Company keeps about the performance of any supplier or the products or services of any supplier shall be treated as Company confidential information. Suppliers shall not be allowed to use the Company name in their advertisements in any way that might tend to indicate any endorsement or approval of the supplier or the suppliers’ goods or services.

Reporting Ethical Violations
Company has legal and ethical conduct policies that apply to everyone and, in addition, special policies aimed at purchasing people as they are often the “targets” of those who might seek favor with Company through gifts and entertainment. Everyone in the purchasing function shall faithfully observe these policies.
In addition, however, those in the purchasing function are required to report not only any actual impropriety, but any attempted impropriety from any representative of any supplier. Of course, such allegations can be sensitive and should be so handled. Any such reports should be made on a factual basis, and only to either the Director of Purchasing or the Company General Counsel.
All contracts with all suppliers shall contain a provision authorizing Company to cancel any and all contracts with such supplier in the event representatives of the supplier make any improper payments or furnish any excessive gifts or entertainments to any of our people, or attempt to do so.

Use of E-mail and Other Electronic Communications
As technology evolves, the people in the purchasing function will be using such technology in any appropriate way to facilitate our work. This includes e-mail, as well as any other electronic communication techniques now available or developed in the future. However, all purchasing professionals are directed to be aware of the potential for misunderstanding and embarrassment should e-mails be used carelessly or improperly. Each individual purchaser is responsible for their own judgment and discretion on how and when e-mail should be used in connection with discussions with suppliers.
Purchasing people are discouraged from using e-mail when the communications involve anything that is trade secret or confidential. To the extent this may become necessary, the purchasing person doing this shall be responsible for coordinating with the Director of Information Services to make sure appropriate encryption or other safeguards are used.
Purchasing people may also use cellular phones, but use of such phones when the communication involves trade secret or confidential information is discouraged, as such transmissions may not be private.

Preference for Alternative Dispute Resolution
Company realizes that disputes with our suppliers may arise from time to time. Company policy is to attempt to resolve such disputes as follows:
- First, good faith negotiation between the parties, followed if necessary by an “escalation” of the matter to higher management in each organization, hopefully people not involved in the initial contract discussions.
- Second, should such good faith negotiations fail to reach a suitable result, Company policy is to carefully consider nonbinding mediation to attempt to resolve such disputes.
- Finally, should the informal means fail to provide an acceptable solution, Company and the supplier may pursue the matter either in litigation or in binding arbitration.
Company will attempt in good faith to include clauses that express this preference for alternative dispute resolution techniques in all contracts.

Company intellectual property will often be an exception to this policy. Should we feel that a supplier is infringing any of our intellectual property rights, we may want the right to go into court immediately and attempt to obtain an injunction against this conduct.

We Are Willing to Share Cost Improvements
Company policy is to engage in a process of continuous improvement, or continuous cost reduction. Wherever practical Company will include provisions in our major contracts that will encourage our suppliers to assist us in this regard. Where appropriate, such provisions may provide a sharing of the benefits of this cost improvement. Such provisions are generally drafted and negotiated on an individual basis, and the approval of the Director of Purchasing (and where appropriate the General Counsel) should be obtained.

We Think Reciprocity Is Bad Business
We recognize that some of our suppliers may also be our customers—and vice versa. However, our strict purchasing policy is not to consider the fact that a supplier is also a customer in any degree whatsoever. Our policy also prohibits creating or maintaining information that is directed at showing this information. Any instance in which a supplier or potential supplier appears to be attempting to gain some advantage by pointing out the purchases his company makes from us should be reported promptly to the Director of Purchasing.

Incorporation of Employee Safety and Health Requirements
We operate a drug free workplace, smoking is not allowed except for designated locations, alcohol and firearms are prohibited, we do not tolerate sexual harassment or any other type of harassment, access to certain areas of our facility are restricted, and in certain areas other safety or health requirements may apply (e.g., hard hat areas, etc.). While we recognize that those with whom we contract may have their own policies and views on these subjects, when our contractors come onto our property to do work, they must be required to comply with all of these requirements. Accordingly, the policy of Company is to include in all such contracts provisions that require such compliance on the part of all contractors who come onto our property. Company shall have the right to terminate any contract where these rules are not observed.


Safe Guarding Policy
We have a policy and guidance notes to tackle the risks associated with safeguarding that
allows our business to demonstrate the steps to mitigate risk.
Given the delicate nature of safeguarding, and the sensitive topics it relates to, it is good
practice to illustrate how serious your business or organization is about addressing the risk
of discrimination and harassment – a comprehensive, informative policy that is
communicated out will do this.
We have a dedicated safeguarding training so that staff and volunteers have the skills and
knowledge to overcome the safeguarding challenges they may face.
We appointed individuals with specialized training to act as a point of reference to raise
concerns and discuss solutions with, is also a helpful exercise and demonstrate that your
business or organization is acting responsibly with its safeguarding obligations.
Our policies and procedures are in place, together with a good record-keeping and training
regime. Should an incident arise, we have a clear investigation procedure in place.
The landscape is constantly evolving, not least due to the COVID-19 pandemic. Where
some safeguarding risks like workplace harassment may decline, other risks such as cyberbullying
may rise. As an organization we continuously review policies and procedures that
may have been adequate in yesterday’s world, may not be enough in tomorrows!
Whenever any employee has the opportunity to correct a misunderstanding or to put
forward his/her position before us, we make sure he/she is heard.

Waste Management Policy
RICHT INTERNATIONAL INC. is committed to maximizing conservation of natural resources and
minimizing environmental harm from waste and the disposal of waste. Recycling and reusing waste
products, and safe disposal of waste, contributes to an effective waste management system.
1. Clinical waste handled by trained personnel using appropriate personal protective equipment.
2. All staff minimize waste through strategies such as: Reducing waste - Quantifying the waste
produced - Examining each work process steps to determine where wastes are produced and
to devise measures for waste prevention or reduction.
3. Devising ways of reducing waste with employees so they too can share in the savings (for
example rewards for employees who reduce waste)
4. Partnering with a waste management contractor to assist with waste minimization.
5. Keeping a running tally of waste production to track changes and improvement.
6. Reusing - Reusing drums, cartridges and containers where possible. - Selling or donating
waste to other organizations.
7. Increasing recycling - Segregating wastes wherever possible to aid recycling and provide an
indication of why waste is forming.
8. Joining with neighboring businesses and organizations to get common wastes recycled cost
effectively, and discussing waste contractors cost offsets by efficient servicing of the area.

Whistleblowing
Whistleblowing Policy
Richt International Inc (referred to as “Company” ahead) has adopted this Whistleblower policy to encourage employees, members of the board of directors, Company members and other persons affiliated with the Company to report to responsible persons possible: (i) violations of law, (ii) accounting irregularities, and (iii) other suspected wrongdoing, including their own. The goal of this policy is to discourage and discover illegal activity and business conduct that damages the Company's good name, Company interests, and its relationships with members, vendors, sponsors, and the community at large. While the Company does not encourage frivolous complaints, it does want any director, officer, employee, member, or agent of the Company (each an “Affected Person”) who knows of a Harmful Violation or potentially Harmful Violation (defined below) to contact a representative of the Company through one of the methods contained in the Procedures section of this policy.
For purposes of this policy a “Harmful Violation” includes the following:
(1) Violations of federal law and the laws and regulations of any jurisdiction in which the Company operates;
(2) Violations of Company policies and statutory or other requirements for good corporate governance;
(3) Improper accounting entries, violations of internal accounting controls or improper auditing matters;
(4) Any other matter, which in the good faith belief of any Affected Person, could cause harm to the business or public position of the Company;
(5) Any attempt to conceal a potential Harmful Violation or evidence of a potential Harmful Violation; or
(6) Any Retaliation (defined below) for any report, complaint, allegation or other disclosure (a “Disclosure”) made pursuant to this policy.
General Policy
Any Affected Person who, in Good Faith, makes a Disclosure pursuant to this policy with respect to a Harmful Violation or potential Harmful Violation is referred to as a “Whistleblower” and is protected from any retaliation by the Company. “Good Faith” means that the Affected Person has a reasonably held belief that the disclosure made by the Affected Person is true and has not been made out of malice, spite, jealousy, for personal gain or for any ulterior motive.
Purpose of the Policy
The Company has adopted this policy in order to: (a) cause Harmful Violations to be disclosed before they can disrupt the business or operations of the Company, or lead to serious loss, (b) promote a climate of accountability with respect to the Company's resources, including its employees, and (c) ensure that no Affected Person should feel at a disadvantage in raising legitimate concerns. This policy provides a means whereby Affected Persons can safely raise, internally and at a high level, serious concerns and disclose information that the Affected Person believes in good faith could cause a Harmful Violation. This policy does not apply to other types of concerns, such as those related to terms of employment or those that are addressed by the Company's policies on antidiscrimination or sexual harassment.
Affected Persons Protected
This policy and the related procedures offer protection from retaliation to Affected Persons, who make any Disclosure with respect to matters that are, or could give rise to, Harmful Violations, provided the Disclosure is made in Good Faith; in the reasonable belief of the individual making the Disclosure that the conduct or matter covered by the Disclosure could give rise to a Harmful Violation, and pursuant to the procedures contained in the Procedures section of this policy. No complaint that satisfies these conditions shall result in any retaliation or threat of retaliation against the complainant by the Company or any director, officer, employee, vendor, sponsor, member, contractor, subcontractor or agent of the Company. Any acts of retaliation against a Whistleblower shall be treated by the Company as a serious violation of this policy and could result in discharge.
Confidentiality of Disclosure
The Company will treat all Disclosures by Whistleblowers as confidential to the fullest extent permitted by law and within the ability to thoroughly investigate the concerns. The Company will exercise particular care to keep confidential the identity of any Affected Person making a Disclosure under this procedure until a formal investigation is launched. Thereafter, the identity of the Affected Person making the Disclosure may be kept confidential, if requested, unless such confidentiality is incompatible with a fair investigation, unless there is an overriding reason for identifying or otherwise disclosing the identity of the Whistleblower or unless such disclosure is required by law. In this instance, the Affected Person making the Disclosure will be so informed in advance of being identified with the Disclosure. Where disciplinary proceedings are invoked against any individual following a Disclosure under this procedure, the Company will normally require the name of the person making the Disclosure to be disclosed to the person subject to such proceedings.
The Company encourages individuals to put their name to any Disclosure they make, but any Affected Person may also make anonymous Disclosure. In responding to an anonymous Disclosure, the Company will pay due regard to fairness to any individual named in the Disclosure, the seriousness of the issue raised, the credibility of the information or allegations in the Disclosure and the prospects of an effective investigation and discovery of evidence. Investigations will be conducted as quickly as possible, taking into account the nature and complexity of the Disclosure and the issues raised therein.
Unsubstantiated Allegations
If an Affected Person makes a Disclosure in Good Faith pursuant to this policy and any facts alleged cannot be confirmed by subsequent investigation, no action will be taken against the Whistleblower. In making a Disclosure, all individuals should exercise due care to ensure the accuracy of the information disclosed.

If after investigation a matter raised under this procedure is found to be without substance and to have been made without Good Faith, the person making the Disclosure could be subject to disciplinary action, up to and including discharge from employment, removal from the board of directors, or other appropriate action.
Where alleged facts disclosed pursuant to this policy are not substantiated: (a) the conclusions of the investigation will be made known both to the person who made the Disclosure and to the person(s) against whom any allegation was made in the Disclosure; and (b) all papers relating to the allegation and investigation will be removed from the record.
Follow-Up
A report of all Disclosures and any subsequent actions taken will be made to the Compliance Committee in detail, where the Disclosure relates to an issue or matter within its purview, and in summary in all other cases. The conclusion of any investigation will be communicated to the person or persons against whom the Disclosure is made and to the person making the Disclosure.
Procedures
Any Disclosure made by an Affected Person under this policy must be submitted to one of the following as appropriate: (a) to the Affected Person's immediate supervisor; (b) to the Chief Financial Officer; (c) to the President; (d) to the Executive Director of the Company; or (e) to the Compliance Committee. Upon receiving a Disclosure, the person receiving such Disclosure shall immediately deliver a copy of the Disclosure to the Compliance Committee chair, who shall retain a log of Disclosures and a file for each Disclosure, which file shall be maintained in a secure location to protect the confidentiality of the Disclosure. A sample Confidential Disclosure Report Form is attached hereto, which is recommended for use by persons receiving Disclosures in documenting matters covered by Disclosures. The Compliance Committee shall commence an investigation, engage outside counsel or professionals as necessary for assistance, and communicate with the Whistleblower. The Compliance Committee may utilize the administrative support of the Company's Executive Director or staff for assistance so long as the confidentiality and investigation are not jeopardized and taking into consideration the person or persons implicated in the Disclosure and investigation.
An Affected Person should expect some initial response to the Disclosure no later than two weeks after the Disclosure, unless the Affected Person believes in Good Faith that conditions warrant a quicker reply, in which case the Affected Person shall detail those conditions as part of the initial Disclosure and suggest expedited treatment.
An Affected Person, who is not satisfied with the response after following the procedure set out in this Procedures section or who has not received a response in the time period contained in this Procedures section, may invoke this Section. The Affected Person must continue to discuss the Disclosure with the person(s) to whom directed. However, the Disclosure shall thereafter also be directed, in writing, and confidentially, to the Compliance Committee if it has not yet been notified. The Compliance Committee shall then take over the matter and respond.

If on preliminary examination the concern, issue or facts raised or alleged in any Disclosure are judged to be wholly without substance or merit, the matter shall be dismissed and the Whistleblower informed of the decision and the reasons for such dismissal. If it is judged that the allegation(s) or issue(s) covered in the Disclosure have merit, the matter shall be dealt with in accordance with this policy, the Company's normal disciplinary procedures and/or as otherwise may be deemed appropriate according to the nature of the case. The outcome of the investigation will be reported to the Whistleblower.
Website Publication
This policy shall soon be posted on the Company's website.
Annual Review and Reporting
The Compliance Committee shall make an annual report to the Company's Board of Directors of: (i) the number of Disclosures made, (ii) the number of investigations commenced in response to Disclosures, (iii) the number of wrongdoings discovered, and (iv) all disciplinary actions taken in response to matters discovered through Disclosures. This policy will be reviewed periodically by the Compliance Committee, taking into account the effectiveness and use of the policy in promoting proper disclosure, but with a view to minimizing the opportunities to cause improper investigation.