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Whistle Blower Policy
As approved by the Board of Directors of Stockgroup Information Systems Inc., June 25,
2004.
General
Any employee, ex-employee, or other stakeholder who has reasonable cause to suspect
acts of fraud, accounting irregularities, material omissions of public disclosure, conflicts
of interest, or other wrongdoing on the part of the Company’s management (a “Whistle
Blower”) may report, in confidence, such acts to a designated independent Director as
nominated by the Nomination and Corporate Governance Committee (the “Designated
Official” or “DO”).
This Whistle Blower Policy shall be posted on the Company’s Web site and shall be
made available to the general public.
Responsibility of the Designated Official
Upon receipt of a report from a Whistle Blower, the DO will attempt to obtain factual
information to back up any allegations, and will use good judgment to determine whether
to proceed with further investigation. In all cases, the DO will communicate the
substance of the allegation to another independent Board member before dismissing it.
For greater clarity, such initial communication need not contain details which may reveal
the identity of the Whistle Blower. The DO will carefully consider the materiality of the
allegation, paying special attention to allegations of fraud and other deliberate acts which
may result in serious harm to the Company or the shareholders. Further investigation, if
any, will begin with a conference between the DO and at least one other independent
Board member, after which a decision will be made by the independent Board members
on appropriate action. All investigations will proceed in a timely manner. Should the
Board deem it necessary, outside legal counsel will be consulted.
The DO is instructed to exercise discretion at all times and to hold any information
obtained about the identity of a Whistle Blower in strict confidence until the Whistle
Blower consents otherwise, and then to only disclose such information on a need to know
basis. The DO will ensure that no repercussions are forthcoming upon with Whistle
Blower as a result of contacting the DO, and that anonymity is maintained where
possible.
Responsibility of the Whistle Blower
The Whistle Blower shall use good judgment and factual information in reporting
suspected acts of wrongdoing by the Company in order to avoid unnecessary and
damaging allegations. Should the Whistle Blower wish to remain anonymous, the onus is
on them to take necessary precautions, and to clearly state this intention to the DO.
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Responsibility of the Company
The Company shall post this Whistle Blower Policy on its corporate Web site in an area
that is publicly available. If necessary, a designated email address for use by Whistle
Blowers may be required, and will be provided by the Company. The Company shall
provide its receptionist with contact information for the DO and all other outside Board
members, and will be instructed to provide such information to callers upon request. The
Company will reimburse the Board for any legal fees or other reasonable costs incurred
during Whistle Blower investigations.
Procedure
1. The Whistle Blower contacts the DO with a report. The report may be in writing,
by fax, by email, or by telephone. The report may be made anonymously, or
Whistle Blower contact information may be provided so that the DO may follow
up with further questions.
2. The DO, within 3 days, interviews the Whistler Blower if possible, or otherwise
attempts to ascertain the factuality of the allegations presented.
3. The DO, using the facts presented and good judgment, and considering the
materiality of the effect of the allegation, decides to either initiate a formal inquiry
or to cease further action, with the option of re-opening the matter at a later date
should further information come to light.
4. If the DO decides to continue the inquiry, at least one other independent Board
member will be consulted without undue delay, and a collective decision will be
made as to appropriate action and whether or not to consult with outside legal
counsel.
Should the matter progress to the stage where legal counsel becomes involved, an inquiry
panel will be assembled, comprising all independent Board members. The panel will
consider the recommendations of legal counsel, deliberate on the matter, and take
appropriate action immediately