PROCEDURES FOR COMPLAINTS AND CONCERNS REGARDING ACCOUNTING, INTERNAL ACCOUNTING CONTROLS, AUDITING AND OTHER MATTERS
I. INTERPRETATION 1
In these Procedures:
- “Companies” means the Corporation (as defined below) and all of its subsidiaries, whether or not the securities of any such subsidiary are publicly traded, and any joint venture or consortium of which the Corporation or any of its subsidiaries is a party, and “Company” means any one of the Corporation or any of its subsidiaries or any such joint venture or consortium;
- “Corporation” means SNC-Lavalin Group Inc.;
- “Employee” means any regular, temporary, casual and contractual employee of the Corporation or any of its subsidiaries;
- “Report” means the reporting of a Reportable Activity (as defined below) or of any information relating to a Reportable Activity;
- “Reportable Activity” means:
- (a) any concern or complaint with respect to a Company’s accounting, internal accounting controls or auditing matters;
- (b) evidence of an activity by an Employee or by a director or officer of any Company, which may constitute (i) corporate fraud; (ii) a violation of applicable laws; and/or (iii) the misappropriation of any property of a Company;
- “Reporter” means a person who reports a Reportable Activity in accordance with these Procedures and any person providing information relating to the investigation of any Reportable Activity; and
- “Retaliate” against a person means to discharge, demote, lower the compensation of, suspend, or harass such person, transfer such person to an undesirable assignment or location or otherwise discriminate against such person, or threaten to do so, and “Retaliation” means any such act.
II. OBJECTIVE, SCOPE, APPLICATION AND STEWARDSHIP
In keeping with the commitment of the Corporation and of its subsidiaries to maintaining high ethical standards in their business practices, the Corporation’s Audit Committee has established these Procedures for:
- (a) the receipt, retention and treatment of complaints received by the Corporation or any of its subsidiaries from any person, anonymously or openly, regarding accounting, internal accounting controls, or auditing matters of the Companies; and
- (b) the confidential, anonymous submission, by Employees, of concerns regarding questionable accounting or auditing matters.
These Procedures apply to the Corporation and all of its subsidiaries. Any of the Corporation’s subsidiaries, of which the securities are publicly traded, may supplement these Procedures with its own procedures for the treatment of complaints regarding accounting or auditing matters, provided, however, that such procedures conform at a minimum with the standards and procedures set forth in these Procedures.
The stewardship of these Procedures is ultimately the responsibility of the Corporation’s Audit Committee. Under the direction of the Corporation’s Audit Committee, the Corporation’s Vice-President, Law shall administer these Procedures and ensure compliance by the Corporation and all its subsidiaries.
III. COMMUNICATION OF PROCEDURES
All Employees and all directors and officers of the Corporation and its subsidiaries shall receive a copy of these Procedures. These Procedures shall also be posted on all websites and intranet websites of the Corporation and of its subsidiaries.
IV. PROTECTION OF REPORTERS AND CONFIDENTIALITY
No reporting by a Reporter acting in good faith of a Reportable Activity or of information relating to the investigation of a Reportable Activity shall result in any Retaliation against the Reporter.
Any Retaliation against a Reporter shall be treated as a serious violation of these Procedures. Corrective measures of varying degrees of severity, including but not limited to discharge without notice, can be taken against any person who is determined to have engaged in any Retaliation against a Reporter.
The Corporation and its subsidiaries are committed to maintaining procedures that permit confidential, anonymous reporting of a Reportable Activity. Information regarding the identity of a Reporter shall remain anonymous and confidential at all times, except as otherwise expressly permitted by the Reporter or as required by applicable law. Anonymous and confidential information relating to a Report and any questions regarding these Procedures, a Reportable Activity or a Report shall only be disclosed to those persons who have a need to know and only to the extent to which they need to know such information to properly carry out an investigation of the Reportable Activity, in accordance with these Procedures.
No record of a Report will be placed in the Human Resources file of any Reporter who is an Employee. Instead, any such record shall be kept in a separate and confidential file, for a period of no less than three (3) years.
V. REPORTING
A Report should, to the extent possible, provide sufficient, precise and relevant information (pertaining to dates, places, persons involved, witnesses, and amounts involved) with respect to the Reportable Activity.
A. IN PERSON OR IN WRITING
An Employee is encouraged to report a Reportable Activity in person or in writing to his immediate superior. If, however, such reporting is inappropriate in the circumstances or does not, in the Employee’s opinion, afford an adequate level of confidentiality, or the Employee otherwise prefers, the Employee is encouraged to report the Reportable Activity to the Corporation’s Vice-President, Law.
A member of the public is encouraged to report a Reportable Activity in person or in writing to the Corporation’s Vice-President, Law, at SNC-Lavalin Group Inc., 455 René-Lévesque Boulevard West, Montreal, Quebec, Canada H2Z 1Z3.
B. BY TELEPHONE
To report a Reportable Activity by telephone with respect to any Company, an Employee or a member of the public in Canada or the United States of America can call the Corporation’s toll-free reporting line at 1-866-303-6552 (there will be no caller-identification and no call-return on this line). If a Reporter is unwilling to leave a message regarding the substance of his Report but is willing to forfeit anonymity, he should leave his name and full details as to where he can be reached.
C. ELECTRONIC REPORTING
To report a Reportable Activity electronically, an Employee or a member of the public can use the Corporation’s dedicated reporting website at: www.snclavalin.com/legal
VI. PROCESSING A REPORT
Any Employee receiving a Report shall, regardless of the materiality of such Report, immediately submit it to the Corporation’s Vice-President, Law.
Upon receipt of any Report, the Corporation’s Vice-President, Law shall:
- notify the Corporation’s Chief Executive Officer of the Report (if the Reportable Activity does not involve him) or notify the Corporation’s Chairman of the Board of the Report (if the Reportable Activity does involve the Corporation’s Chief Executive Officer);
- review and assess the seriousness of the Reportable Activity and investigate such Reportable Activity as appropriate; and
- if the Reportable Activity involves the Corporation’s Vice-President, Law, the Reportable Activity shall then be reported to the Corporation’s Chief Financial Officer.
Investigations of a Reportable Activity will be conducted as quickly as reasonably possible, taking into account the nature and complexity of the Reportable Activity and the issues raised in the Report. The Corporation’s Vice-President, Law shall, as appropriate and whenever possible, report back to the Reporter on the status of the investigation.
On a quarterly basis or upon the request of the Corporation’s Audit Committee, the Corporation’s Vice-President, Law shall prepare a report to the Corporation’s Audit Committee showing the number and nature of all Reports received during the previous quarter, and describing how such Reports were handled, the results of any investigation and any corrective action taken.
VII. CONTACT PERSONS
An Employee or a member of the public who has any questions with respect to the general application of these Procedures, to any Report or any Reportable Activity should call the Corporation’s toll-free reporting line at 1-866-303-6552 (there will be no caller-identification and no call-return on this line) or contact any one of:
- the Corporation’s
Vice-President, Corporate Human Resources,
Ms. Diane Nyisztor
(tel. (514) 393-1000, ext. 2064; fax. (514) 393-3235;
e-mail: diane.nyisztor@snclavalin.com);
- the Corporation’s Vice-President, Law,
Mr. Réjean Goulet
(tel. (514) 393-1000, ext. 2665; fax. (514) 866-5057;
e-mail: rejean.goulet@snclavalin.com); and
- the Corporation’s
Executive Vice-President and Chief Financial Officer,
Mr. Gilles Laramée
(tel. (514) 393-1000, ext. 2055; fax. (514) 395-2486;
e-mail: gilles.laramee@snclavalin.com).
(1) In these Procedures, where the meaning requires, the masculine shall include the feminine.