Multilateral Instrument 52-110 – “Audit Committees” sets out the responsibilities of the audit committees of Village Farms
International Inc. and Emerald Health Therapeutics Inc. including that the audit committees must establish procedures for:
(a) the receipt, retention and treatment of complaints that are received by the issuer regarding accounting, internal accounting controls, or auditing matters, and
(b) the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting and auditing matters.
As a joint venture of reporting issuers in Canada, the integrity of the financial and other information of Pure Sunfarms Corp. is vital. Pure Sunfarms Corp. recognizes the necessity of transparency and accountability in its administration and management practices. As such, Pure Sunfarms Corp. is committed to providing a work environment in which its employees, officers, consultants, managers and directors can, when based on a reasonable belief, raise concerns over accounting/audit matters, potential violations of laws or internal policies or misconduct, without fear of discrimination, retaliation, threats or harassment. The purpose of this “Whistleblower Policy” is to provide Pure Sunfarms Corp.’s employees, officers, consultants, managers and directors with a mechanism by which they can raise these concerns.
This policy is designed to cover all concerns relating to any accounting, internal control or auditing matters, including, without limitation, the following:
- Violations of law, including any rule or policy of the Ontario Securities Commission, the securities regulators of other jurisdictions in which Village Farms International Inc. or Emerald Health Therapeutics Inc. are a reporting issuer, the Toronto Stock Exchange, and the laws and regulations of any jurisdiction in which Pure Sunfarms Corp. operates;
- Violations of Pure Sunfarms Corp.’s Code of Ethics;
- Violations of, or deficiencies in, Pure Sunfarms Corp.’s accounting policies and internal accounting control systems;
- Other matters, such as deficiencies in Pure Sunfarms Corp.’s internal accounting controls, which in the good faith belief of the individual could cause harm to the business, a securityholder or the public position/perception of Village Farms International Inc., Emerald Health Therapeutics Inc. or Pure Sunfarms Corp., especially if the matter relates to a deviation from full and fair reporting of Village Farms International Inc., Emerald Health Therapeutics Inc or Pure Sunfarms Corp.’ financial condition including any attempt to fraudulently influence, coerce, manipulate or mislead Village Farms International Inc., Emerald Health Therapeutics Inc or Pure Sunfarms Corp.’s auditors;
- Any attempt to conceal a potential violation or evidence or a potential violation; or
- Any retaliation for any good faith report, complaint or other disclosure made pursuant to this policy.
1.2. Receipt of Complaints or Concerns
You may submit any complaints or concerns arising under this policy through one of the following channels:
- Your immediate supervisor; or
- Directly to your local People & Experience representative by telephone, email or in writing.
If you feel uncomfortable approaching your supervisor with your concern, or if you believe it is inappropriate to raise your complaint or report of a violation through the above-listed channels, you can write directly to the Chair of the Audit Committee of Village Farms International Inc. or Emerald Health Therapeutics inc., or the VP, Finance with respect to financial issues, or to the Chief Executive Officer on all other matters.
All complaints and concerns will be taken seriously and kept confidential except to the extent information is required to be disclosed in the investigation process as described in this policy or is required by law.
If you identify yourself when raising a complaint or concern, your name will not be disclosed unless you consent or unless the law requires such disclosure. However, if you raise a complaint or concern and after an investigation it is determined that the complaint was made maliciously or recklessly your identity may be disclosed.
Pure Sunfarms Corp. will treat all complaints or concerns received as confidential and privileged to the fullest extent permitted by law. Pure Sunfarms Corp. will exercise particular care to keep confidential the identity of any individual making a complaint under this policy until a formal investigation is launched. Thereafter, the identity of the individual will be kept confidential, unless such confidentiality is incompatible with a fair investigation, there is an overriding reason for identifying or otherwise disclosing the identity of the individual or the law requires such disclosure. In this instance, the individual will be informed in advance of his or her being identified. Where disciplinary proceedings are invoked against any individual under this policy, Pure Sunfarms Corp. will normally require the name of the person who made the complaint to be disclosed to the person subject to such proceedings.
1.3. Treatment of Complaint
Upon receiving a complaint, the receiving party will immediately deliver a copy of the complaint to your People & Experience representative, who will retain a log of all complaints or concerns. This log will be maintained in a manner that protects the confidentiality of the sender. Your People & Experience representative will, when possible, acknowledge receipt to the sender and will expeditiously determine whether or not to commence an investigation of the complaint.
Notwithstanding the above paragraph, if a complaint relates to the alleged conduct of a director or executive officer of Pure Sunfarms Corp., or allegations of any accounting or financial reporting irregularity or impropriety, the complaint will be referred immediately to the Board of Directors of Pure Sunfarms Corp. for investigation.
If you are not satisfied with the actions taken by your People & Experience representative, you can report the matter to the Chair of the Board of Directors (through the email@example.com email, managed confidentially by an internal Whistleblower Hotline designate and available for receiving anonymous complaints from any source). The Board of Directors will then make a preliminary investigation of the facts alleged and may, in its discretion, request that your People & Experience representative, in consultation with the VP, Finance, investigate further and report to the Board of Directors within a specified period of time. The VP, Finance may appoint another person to undertake the preliminary investigation provided that the findings and conclusions of that person will be reported to, and endorsed by, the Chief Executive Officer before the report is made to the Board of Directors.
If on preliminary examination by your People & Experience representative, the VP, Finance or the Board of Directors, the concern, issue or facts raised are considered to be without substance or merit, the matter will be dismissed and the individual who raised the concern will be informed of the decision and the reasons for such dismissal. If it is considered that the issue(s) have merit, the matter will be dealt with in accordance with this policy, the normal disciplinary procedures and/or as otherwise may be deemed appropriate according to the nature of the case. The outcome of the investigation will be reported to the individual who raised the concern.
You are obliged to cooperate with investigations relating to complaints and you must always be truthful and forthcoming in the course of these investigations.
1.4. Reporting of Complaints/Concerns
Your People & Experience representative or any person designated by your People & Experience representative in consultation with the VP, Finance, will make periodic reports to the Board of Directors of the following:
- The number of complaints made and a brief summary of the nature of the complaints;
- The number of investigations commenced in response to complaints;
- The number and nature of wrongdoings discovered; and
- All actions taken in response to wrongdoings discovered through any complaints, including any disciplinary action.
This policy will be reviewed annually by the Board of Directors after consultation with the senior officers of Pure Sunfarms Corp. and/or other individuals as deemed necessary to ensure the effectiveness of the policy, to maintain compliance with federal, provincial, state or local regulations and to minimize the likelihood of improper investigations.
Section 425.1 of the Criminal Code of Canada makes it an offence to retaliate against an employee that reports wrongdoing to a person who is responsible for the enforcement or reporting of federal or provincial laws.
No employee, officer, consultant, manager or director who in good faith raises a complaint or concern pursuant to this policy will suffer harassment, retaliation or adverse employment consequence. Good faith means that the person raising the complaint or concern believes that the information that he or she is providing is truthful. An employee, officer, manager or director who retaliates against someone who has made a report pursuant to this policy in good faith, is subject to discipline up to and including termination of office and employment or appointment. Any acts of retaliation should be immediately reported to the individual’s immediate supervisor or your local People & Experience representative.
Last Updated: August 7, 2019