Whistleblower Policy

The following procedures govern the reporting and treatment of reports of possible violations of the Code.  The Company’s Audit and Corporate Governance Committee Charter provides that the Audit and Corporate Governance Committee is to establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.  The Audit and Corporate Governance Committee has adopted these procedures as to complaints and submissions regarding accounting, internal accounting controls or auditing matters and all other complaints and submissions regarding the Code.

The Company expects all employees, officers and directors to adhere to the Code, other internal policies and guidelines of the Company, and all laws and regulations that apply to the Company’s business.  In addition, every employee, officer and director has the responsibility to ask questions, seek guidance, and report suspected violations of the Code, other internal policies and guidelines, and all laws and regulations.  If you believe that any employee, officer or director of the Company , or any agent or representative of the Company, has engaged, is engaging, or is about to engage in conduct that violates the Code, other internal policies and guidelines, or any applicable law or regulation, you have the responsibility to report such information as soon as possible.  If you are unsure whether a matter involves a possible violation of the Code, other internal policies and guidelines, or any applicable law or regulation, you should nonetheless bring the matter to the attention of senior management, the Audit and Corporate Governance Committee, so that the matter may be considered and resolved.  Delays in bringing the information to the attention of senior management, the Audit and Corporate Governance Committee, may cause damage, complications, and irreversible consequences for the Company.  Following the steps outlined below will allow the Company to address the issues and ensure that timely remedial action is taken.

When to Make a Report

You should make a report if you believe that any employee, officer or director of the Company, or any agent or representative of the Company, may have or is about to engage in any conduct which you believe may be:

• A violation of the Code or any internal policy or code of practice,
• A violation or otherwise involve questionable practices in connection with accounting, internal accounting controls or auditing matters,
• A violation of any law or regulation,
• Corruption, mismanagement or fraud, or
• A danger to the public or danger to worker health and safety or the environment.

If you are unsure about the matter but concerned about the possibility of a violation or questionable practice, you should nonetheless report the matter.

To Whom to Make a Report

The Company recommends that you first report to your immediate supervisor.  If your concern relates to that person, if you otherwise are not comfortable with reporting to your immediate supervisor, or if such reporting has not resulted in a satisfactory result, the Company recommends that you report to the CEO or another member of senior management.  If, for any reason, those alternatives are not satisfactory, then you should report to an independent member of the Board of Directors.  Matters relating to accounting, internal accounting controls or auditing matters should be reported to one of the independent members of the Audit and Corporate Governance Committee.  All other matters should be reported to one of the independent members of the Executive Committee.  Details as to how to make such a report are discussed below.

With respect to matters involving the possible violation of laws or regulations, you also may choose to bring such concerns to an outside regulatory authority.  However, the Company is committed to taking internal action in response to employee concerns, and would appreciate the opportunity to do so, if appropriate.

Prohibition Against Retaliation

The Company welcomes the courage and honesty of an employee who voices concern over a particular course of action that he or she believes to be unlawful or harmful.  Any attempts to intimidate, threaten, harass or retaliate against any employee based upon a good faith report made by an employee pursuant to the Code is strictly prohibited and will result in disciplinary action up to and including termination of the person responsible for any such intimidation, threat, harassment or retaliation.

However, groundless or unwarranted complaints – including those with vindictive intent – are not acceptable. Appropriate disciplinary measures will be taken if allegations are initiated for malicious reasons or in bad faith.

Procedures to Submit a Report

You may make a report under this procedure in one of the following ways:

• Bring the matter to the attention of your immediate supervisor. Any supervisor receiving such a    report is to immediately bring the matter to the attention of the CEO or any member of senior management.
• Bring the matter to the attention of the CEO or any member of senior management.
• Bring the matter to the attention of an independent director of the Company.  Matters relating to accounting, internal accounting controls or auditing matters and all other matters should be reported to the Chairman of the Audit and Corporate Governance Committee.  If you are uncertain as to whether the matter should go to the Audit and Corporate Governance Committee or Executive Committee, you may choose either one.  If, for any reason, the Chairman of the Audit and Corporate Governance Committee or the Executive Committee is unavailable, you may report the matter to any other member of either Committee by communicating the information to a member of that Committee (the composition of which is information included in the publicly filed annual proxy circular) or to the Company’s outside general counsel.  Any of those persons will know to forward such information to the appropriate independent directors.

You may make the report orally, in writing, or by e-mail.  If you are uncomfortable with identifying yourself, you may make the report on an anonymous basis.  All reports will be treated as confidential to the extent possible, and only revealed on a need-to-know basis or as required by law or court order.

Contact information for the Chairman of the Audit and Corporate Governance Committee, the Chairman of the Executive Committee and General Counsel is as follows:

Contact information for the Company’s outside general counsel is as follows:

Follow-up and Outcome

1. On receipt of a complaint, the complaint will be reported promptly to the Chairman of the Audit and Corporate Governance Committee, if it relates to accounting, internal accounting controls or auditing matters, and to the Chairman of the Executive Committed, if it relates to other matters under the Code.  In the case of an oral complaint, the party receiving the complaint is to report it orally and also to prepare a written summary for the Chairman of the Audit and Corporate Governance Committee
2. All such complaints/reports will be retained by or under the authority of the appropriate Committee Chairman until the matter is fully resolved and for a period of four years after the resolution.
3. The appropriate Committee Chairman will promptly commission the conduct of an investigation.  At the election of the Committee Chairman, the investigation may be conducted by Company personnel, or by outside counsel, accountants or other persons employed by the appropriate Committee.
4. The identity of a person filing a complaint/report will be treated as confidential to the extent possible, and only revealed on a need-to-know basis or as required by law or court order.
5. On completion of the investigation, an oral and/or written investigative report will be provided to the Audit and Corporate Governance Committee as applicable.  If any unlawful, violative or other questionable conduct is discovered, the appropriate Committee shall cause to be taken such remedial action as the Committee deems appropriate under the circumstances to achieve compliance with the applicable law, regulation or policy and to otherwise remedy the unlawful, violative or other questionable conduct.  The Chairman of the appropriate Committee shall prepare, or cause to be prepared, a written summary of the remedial action taken.
6. In each case, the written investigative report (or summary of any oral report), and a written summary of the remedial action taken in response to the investigative report shall be retained along with the original complaints/reports by or under the authority of the appropriate Committee Chairman for a period of four years after the resolution of the matter.

Governmental or Company Inquiry

If you receive an inquiry from a governmental authority concerning suspected unlawful conduct, you should immediately direct the inquiry to your immediate superior, the CEO or other member of senior management.  In such circumstances, you should take measures to preserve documents and other items relevant to the investigation.  To conceal an offence or to alter or destroy evidence is illegal and may result in criminal prosecution.  It also violates the Company’s commitment of conducting its business in a legal and ethical manner and is strictly prohibited.

If you receive an inquiry from the Company representative or a Board committee in connection with an investigation under the Code, you are equally obligated to take measures to preserve documents and other items relevant to the investigation.

Failure to Comply or File a Report.

The Company is committed to complying with all applicable laws, regulations and policies. Such compliance is only possible if all employees, officers and directors ensure that they follow all applicable laws, and Company policies and guidelines.  When in doubt, ask the CEO or other members of senior management.  Personnel who violate the law or the Company’s compliance policies or knowingly fail to report a violation of law or compliance policy may be subject to disciplinary action, up to and including dismissal. The nature and extent of the action will be determined on a case-by-case basis.  In reviewing the situation, the following is a partial list of considerations:

• The nature and severity of the offence.
• Whether the persons involved acted reasonably.
• The efforts by the persons involved to obtain guidance before the offence occurred.
• Whether the persons involved reported themselves.

Personnel are encouraged to report their own wrongdoing or possible wrongdoing.  This action will be taken into account when assessing the appropriate discipline, if any.  The Company will also recognize situations where a person has made an honest mistake and will take it into account in deciding the course of action to pursue.