Citation Growth Corp. (the “Company”, “Citation”, “CGC”, “we”, “us”, or “our”) requires directors, officers, and employees to observe high standards of both business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of Citation, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.
Under Canadian securities laws, the audit committee (the “Audit Committee”) of the board of directors of the Company (the “Board”) is responsible for establishing procedures for:
- the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, and auditing matters; and
- the confidential, anonymous submission by an individual employed by the Company of concerns regarding questionable accounting or auditing matters.
In connection with those requirements and with a view to encouraging ethical business conduct, the Board has adopted this Whistleblower Policy to ensure that:
- complaints are received, investigated and retained on a confidential and anonymous basis that is in compliance with all applicable laws; and
- individuals reporting a complaint will not be penalized or retaliated against for making a good-faith report of a complaint.
This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns internally so that Citation can address and correct inappropriate conduct and actions. It is the responsibility of all members of the Board, officers, managers, employees, and volunteers to report concerns regarding violations of the Code of Business Conduct and Ethics, the Employee Handbook, the Company internal policies and procedures or suspected violations of laws or regulations that govern the Company’s operations.
No Retaliation Policy
It is contrary to the values of Citation for anyone to retaliate against any Board member, officer, manager, employee, or volunteer who in good faith reports an ethics violation, or a suspected violation of law (such as a complaint of discrimination or harassment, suspected fraud, or suspected violation of any regulation governing the operations of Citation). An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.
Citation maintains an open-door policy and suggests that employees share their questions, concerns, suggestions, or complaints with their supervisor or manager. If you are not comfortable speaking with your supervisor or manager, or you are not satisfied with your supervisor’s response, you are encouraged to speak with a member of the Board or a member of the Compliance or Human Resources departments. Supervisors and managers are required to report complaints or concerns about suspected ethical and legal violations in writing to the Vice President of Compliance, or other designated compliance officer, who has the responsibility to investigate all reported complaints. Employees with concerns or complaints may also directly submit their concerns in writing to their supervisor, manager, or the Vice President of Compliance.
The Vice President of Compliance is responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The Vice President of Compliance will advise the Board of all complaints and their resolution and will report at least annually to the Audit Committee on compliance activity relating to accounting, fraud, or alleged financial improprieties.
The Vice President of Compliance shall immediately notify the Audit Committee of any concerns or complaint regarding corporate accounting practices, internal controls, or audits and will work with the committee until the matter is resolved.
Acting in Good Faith
Anyone filing a written complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offence, possibly resulting in termination of employment.
Violations or suspected violations may be submitted on a confidential basis by the complainant. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. Anonymous complaints will be respected unless deemed legally impossible in the course of an investigation, as there may be circumstances that would require identification of the whistleblower.
The Company will take appropriate action upon receipt of an anonymous or confidential complaint; this may entail carrying out a full investigation or simply keeping a record of the complaint if the information received is insufficient to facilitate an investigation.
Handling of Reported Violations
The Vice President of Compliance will notify the person who submitted a complaint and acknowledge receipt of the reported violation or suspected violation. All complaints will be investigated and appropriate corrective action will be taken if warranted by the investigation. The person who submitted the complaint may not necessarily be notified as to the outcome of the investigation.
Publicizing the Process for Reporting
A copy of the Whistleblower Policy will be distributed to all of the Company’s directors, officers, employees and key consultants (“Company Personnel”). The Company will also make known to Company Personnel and members of the public the process for reporting on an anonymous and confidential basis on an ongoing basis. This information will make it clear that no Company Personnel will be penalized for making a good-faith report of a violation or suspected violation nor will the Company tolerate retaliation against an individual who makes a good-faith report of a violation or suspected violation. The Company will also periodically (at least annually) communicate reminders to Company Personnel of the process for reporting a violation or suspected violation. This may be accomplished by electronic or other means, including, for example, email, written memos, and newsletters.
Retention of Complaints and Documents
All investigations of a violation or suspected violation will be fully documented in writing by the person(s) designated to investigate the violation or suspected violation. The Audit Committee shall retain all documents and records regarding any investigation of a violation or suspected violation for a period of seven years. Such documentation will be available for inspection by members of the Audit Committee, the Vice President of Compliance, the external auditors and any external legal counsel of the Company and other advisors to the Company hired in connection with the investigation of the violation or suspected violation. Disclosure of such documentation to any other person, and in particular any third party, will require the prior approval of the Chair of the Audit Committee to ensure that privilege of such documentation is properly maintained.
Compliance with Policy
All Company Personnel must follow the procedures outlined in this Whistleblower Policy and cooperate with any investigation initiated pursuant to this Whistleblower Policy. Adherence to this Whistleblower Policy is a condition of employment. The Company must have the opportunity to investigate and remedy any alleged violation or suspected violation, and Company Personnel must ensure that the Company has an opportunity to undertake such an investigation.
This Whistleblower Policy should not be construed as preventing, limiting, or delaying the Company from taking disciplinary action against any individual, up to and including termination, in circumstances (such as, but not limited to, those involving problems of performance, conduct, attitude or demeanor) where the Company deems disciplinary action appropriate.
Review of Policy
This Whistleblower Policy will be reviewed by the Audit Committee and Vice President of Compliance annually and updated as required.
Last updated: September, 2019