1. Overview
To encourage the reporting of any concerns or violations of the Company’s Code of Conduct.
To ensure that no retaliation be taken on those who in good faith report any concerns or violations of the Company’s Code of Conduct.
To assure confidentiality to the individuals who report any concerns or violations of the Company’s Code of Conduct.
2. General
The Norsat International Inc. Code of Conduct (“Code”) requires directors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of the Company, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.
3. Responsibility to Report
It is the responsibility of all directors, officers and employees to comply with the Code and to report violations or suspected violations in accordance with this Whistleblower Policy.
4. No Retaliation
No director, officer or employee who in good faith reports a violation of the Code shall suffer harassment, retaliation or adverse employment consequence. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.
5. Reporting Violations
In most cases, an employee’s Supervisor/Manager is in the best position to address an area of concern. However, if you are not comfortable speaking with your Supervisor/Manager or you are not satisfied with their response, you are encouraged to speak with someone in the Human Resources Department or anyone in management whom you are comfortable in approaching.
Supervisors and Managers are required to report suspected violations of the Code to the CFO, who has specific and exclusive responsibility to investigate all reported violations.
The Company’s CFO is responsible for investigating and resolving all reported complaints and allegations concerning violations of the Code and, at his/her discretion, shall advise the Chairman and CEO, and/or the Audit Committee. He/she has direct access to the Audit Committee of the Board of Directors and is required to report to the Committee at least annually on his/her compliance activity. Individuals who have experienced any form of retaliation subsequent to reporting suspected violations should immediately inform the CFO. For suspected fraud or securities law violations, individuals should refer to the Company’s Fraud Policy.
6. Accounting and Auditing Matters
The Audit Committee of the Board of Directors shall address all reported concerns or complaints regarding corporate accounting practices, internal controls or auditing. The CFO shall immediately notify the Audit Committee of any such complaint and work with the Committee until the matter is resolved.
7. Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
8. Confidentiality
Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate and effective investigation.
9. Handling of Reported Violations
The CFO will notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.
10. Interpretation and Review
Any questions regarding the application of this policy should be first directed to the CFO. However, the Audit Committee of the Board of Directors has final authority to interpret and resolve any questions regarding the application of the contents, and spirit, of this policy.
The CFO will review this policy on an annual basis and implement any changes as necessary.
