As a publicly traded corporation, the integrity, transparency and accountability of the financial, administrative and management practices of Superior Plus Corp. is critical. This information guides the decisions of board of directors (the "Board") of Superior Plus Corp. and is relied upon by shareholders of Superior Plus Corp. and the financial markets. For these reasons, it is critical for Superior Plus Corp. and its businesses, partnerships, affiliates and subsidiaries (collectively, "Superior") to maintain a workplace where concerns regarding questionable business practices can be raised without fear of any discrimination, retaliation or harassment.
All directors, officers, employees and consultants of Superior ("Representatives") are encouraged to promptly report either orally or in writing to their immediate supervisor, all evidence of activity by a department or Representative that may constitute any of the following:
In instances where a satisfactory response is not received from your immediate supervisor, or if you are uncomfortable addressing your concerns to your supervisor, you may contact any senior officer of Superior.
In instances where a satisfactory response is not received from such senior officer, or if you are uncomfortable addressing your concerns to a senior officer, you may contact the ConfidenceLineTM, an independent, interactive telephone service provider that is available 24 hours a day, 7 days a week at: 1-800-661-9675, in French and English. (Español: 1-800-499-2996). ConfidenceLineTM is also available via the internet at www.superiorplus-eweb.com. Your concerns will be reported to the company designate on a secure, confidential and anonymous basis.
Should any Representative wish to contact the Audit Committee of Superior directly, all such concerns shall be set forth in writing and forwarded in a sealed envelope to the chairman of the Audit Committee. The envelope should be labeled with a legend such as: "To be opened by the Audit Committee only" and addressed to:
1400, 840 – 7 Avenue S.W., Calgary, Alberta T2P 3G2
If a Representative would like to discuss any matter with the Audit Committee, please indicate this in the submission and include a telephone number at which he or she can be reached, should the Audit Committee deem such communication is appropriate.
Representatives are encouraged to provide as much specific information as possible when communicating concerns, including names, dates, places and events that took place, the Representative's perception of why the incident(s) may be a violation, and what action the Representative recommends be taken.
Initial inquiries will be made to determine whether an investigation is appropriate, and the form it should take. Some concerns may be resolved by agreed action without the need for investigation. Any complaint received regarding financial statement disclosures, accounting, internal accounting controls or auditing matters shall be promptly forwarded to the Audit Committee.
All serious allegations will be thoroughly investigated, and all information disclosed during the course of the investigation will remain confidential, except as necessary to conduct the investigation and take any corrective and disciplinary actions, if appropriate, which may include, alone or in combination: a warning or letter of reprimand; demotion, loss of an incentive payment; suspension without pay; or termination of employment.
Superior's Audit Committee or applicable delegate may enlist Superior employees and/or outside advisors, as appropriate, to conduct any investigation of complaints regarding financial statement disclosures, accounting, internal accounting controls, auditing matters or violations of the Code of Business Conduct & Ethics. In conducting any investigation, all reasonable efforts shall be taken to protect the confidentiality and anonymity of the complainant.
Records and information received regarding a complaint or concern shall be retained for a period of at least seven years.
All Unlawful Retaliation Prohibited
Superior strictly prohibits and does not tolerate unlawful retaliation against any Representative. Representatives shall be protected from retaliation, including any threats or form of discipline, reprisal, intimidation or other form of retaliation for participating in any activity protected by law.
Any individual who in good faith reports such incident described above will receive a response and will be protected from threats of retaliation, harassment, discharge, or other types of discrimination including but not limited to respecting compensation or terms and conditions of employment, that are directly related to the disclosure of such reports.
If any Representative or other person believes they have been unfairly or unlawfully retaliated against in respect of a report made by such Representative or person under this policy, they may file a complaint with their supervisor or with a senior officer in instances where they are uncomfortable filing the complaint with their supervisor. If such a person is uncomfortable filing the complaint with a supervisor or any senior officer, they may file their complaint with the Chair of the Board of Directors or the Lead Director. Any complaint should be as detailed as possible, including the names of all individuals involved and any witnesses. Superior will directly and thoroughly investigate the facts and circumstances.
This policy was last amended and restated by the Board of Directors on November 1, 2012.
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