WHISTLE BLOWER POLICY
CRH Medical Corporation (the “Corporation”) is committed to achieving compliance with all applicable laws and regulations, including securities laws, accounting standards, accounting controls and audit practices and Company policies and procedures. In order to facilitate the reporting of employee complaints, the Audit Committee of the Corporation has established the following procedures for: (a) the receipt, retention and treatment of complaints and concerns regarding compliance with laws and regulations, accounting, internal accounting controls and auditing practices and Company policies and procedures (“Compliance Matters”); and (b) the confidential and anonymous submission of complaints or concerns regarding questionable accounting or auditing matters.
These procedures relate to complaints or concerns regarding any questionable Compliance Matters, including, without limitation, the following:
In submitting a complaint or concern regarding Compliance Matters, employees, shareholders and others should exercise due care to ensure the accuracy of information. The Company utilizes an independent third-party hotline provider, Lighthouse Services, LLC to facilitate the submission process. Trained professional representatives will provide confidential reporting to enable corporate management, staff, employees, and customers to report fraud, abuse, ethics, compliance, and Human Resource violations.
Employees and others can submit complaints to Lighthouse services in the following ways.
The position of Chief Compliance Officer was established to assist employees in their desire to do the right thing, help us better understand the complexities of today’s healthcare regulatory environment and monitor the systems in place to protect and act proactively to assist with any possible problems.
Contact information for our COO is as follows:
For each complaint or concern regarding Compliance Matters (a “Compliance Complaint”), an inquiry will be initiated to determine if the complaint or concern can be substantiated or has merit. The inquiry will be made by the Chair of the Audit Committee or person designated by the Chair of the Audit Committee unless the Audit Committee designates another person to review the Compliance Complaint (the “Investigator”).
When possible, the Investigator will acknowledge receipt of the Compliance Complaint to the person who submitted it.
The Investigator will conduct an informal inquiry or review in order to determine, in his or her reasonable judgment, whether a reasonable basis exists for pursuing an investigation or further review of the Compliance Complaint. The purpose of this informal inquiry or review is to screen Compliance Complaints so that the Audit Committee does not have to examine immaterial, frivolous or spurious reports of wrongdoing.
The Investigator will forward the Compliance Complaint to the Chair of the Audit Committee along with any conclusions she or he may have reached about the merit of the Compliance Complaint.
Following receipt of the Investigator’s report, the Audit Committee will review each matter reported and recommend that the Corporation or board of directors of the Corporation (the “Board”) take prompt and appropriate corrective or disciplinary action, where necessary. The Audit Committee may enlist employees of the Corporation and/or outside legal, accounting or other advisors to assist with the investigation or further review of the Compliance Complaint. The Board will be informed of all investigations and reviews upon their conclusion.
When possible and when determined appropriate by the Audit Committee, notice of any corrective action taken will be given to the person who submitted the Compliance Complaint. If this person is not satisfied with the treatment of his or her complaint, he or she may follow-up on the matter with the Chair of the Audit Committee.
Employees, shareholders or others with Compliance Complaints may make their complaint or concern known on a confidential basis or anonymously, as applicable, to the extent reasonable and practicable under the law.
The Corporation will make good faith efforts to protect the confidentiality of employees making submissions of Compliance Complaints; provided, however, that the Corporation or its employees and agents will be permitted to reveal the employee’s identity and confidential information to the extent necessary to permit a thorough and effective investigation.
A confidential file for each Compliance Complaint will be maintained for an appropriate amount of time. This file will relate to the initial Compliance Complaint as well as to any inquiry, investigation and resolution of the Compliance Complaint.
In addition, the Investigator will maintain a log of all Compliance Complaints, tracking their receipt, investigation and resolution and will prepare a periodic summary report of all Compliance Complaints for the Audit Committee. Copies of these logs and summary reports will be maintained for an appropriate amount of time.
These records are confidential to the Corporation and may be protected by attorney-client privilege and/or the attorney work product doctrine. Such records will be considered privileged and confidential.
Protection for Whistleblowers
The Corporation will not retaliate or attempt to retaliate and will not tolerate any retaliation or attempted retaliation by any other person or group, directly or indirectly, against any person who:
(a) in good faith, submits a Compliance Complaint;
(b) provides assistance to the Audit Committee, the Investigator, or the Corporation’s management or any other person or group, including any governmental, regulatory or law enforcement body, investigating or otherwise helping to resolve a Compliance Complaint;
(c) provides information in an investigation conducted by any state, provincial or federal regulatory or law enforcement agency or authority, or a member or committee of any legislative body; or
(d) participates in an investigation, hearing, court proceeding or other administrative inquiry in connection with a Compliance Complaint.
In addition, the Corporation will not discharge, demote, suspend, threaten, harass or in any other manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith submissions of Compliance Complaints.
If an employee submits a Compliance Complaint in good faith, which is not confirmed by subsequent investigation, no action will be taken against that employee.
Any employee who knowingly or recklessly makes false accusations of wrongdoing (including making statements or disclosures that are not in good faith) may be subject to discipline, which may include termination.
Employees who submit Compliance Complaints can and will continue to be held to the Corporation’s general job performance standards. Therefore, an employee against whom legitimate adverse employment actions have been taken or are proposed to be taken for reasons other than prohibited retaliatory actions, such as poor job performance or misconduct by the employee, is prohibited from using this policy as a defense against the Corporation’s lawful actions.
These procedures will be reviewed periodically by the Audit Committee, taking into account the effectiveness of the procedures in promoting proper disclosure and with a view to minimizing the opportunities to cause improper investigations.
The Corporation will communicate these procedures to all employees by providing a copy of this policy to all employees.
Approved by the Board: December 2, 2020