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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.
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