Pursuant to its charter, the audit committee (the "Audit Committee") of the board of directors of Northern Gold Mining Inc. (the "Company") and by management ("Management") is responsible for ensuring that a confidential and anonymous process exists whereby persons can report any Accounting Concerns relating to the Company and any subsidiaries. In order to carry out its responsibilities under its charter, the Audit Committee has adopted this Whistleblower Policy (the "Policy").
The purpose of this Whistleblower Policy is to describe the procedures to be followed by the Audit Committee and Management of the Company upon receipt of complaints or expressions of concern by employees with respect to the Company's internal controls and legal and regulatory compliance.
Communication of the Policy
To ensure that all directors, officers, employees, consultants, and contractors of the Company (“Employees”) are aware of the Policy, a copy of the Policy will be distributed to all Employees, and all Employees will be informed whenever significant changes are made. New Employees will be provided with a copy of this Policy upon joining the Company and will be educated about its importance.
Responsibilities of Audit Committee Regarding Specified Complaints
The Audit Committee shall receive, investigate and act on complaints and expressions of concern ("Reports") by Employees regarding:
- accounting, internal accounting controls and auditing matters, including those regarding the circumvention or attempted circumvention of internal accounting controls or that would otherwise constitute a violation of the Company's accounting policies (an "Accounting Allegation");
- compliance with legal and regulatory requirements and any matter, which, in the view of the complainant, is illegal, unethical, contrary to the policies of the Company or in some other manner not right or proper (a "Legal Allegation");
- retaliation against employees who make Accounting Allegations or Legal Allegations.
Responsibilities of the Audit Committee created by these procedures may, at the discretion of the Audit Committee, be delegated to any member of the Audit Committee.
Examples would include:
- violation of any applicable law, rule, or regulation that relates to corporate reporting and disclosure;
- violation of any corporate policies, including health, safety, environmental, operational, or ethical;
- fraud or deliberate error in the preparation, evaluation, review, or audit of any financial statement of the Company or any of its subsidiaries;
- fraud or deliberate error in the recording and maintaining of financial records of Company or any of its subsidiaries;
- deficiencies in or noncompliance with the Company’s internal policies and controls;
- misrepresentation or a false statement by or to an Employee of the Company respecting a matter contained in the financial records, reports, or audit reports;
- deviation from full and fair reporting of the Company's consolidated financial condition.
Reporting Alleged Violation and Complaints
Any person with a Report relating to the Company may submit his/her concern to the Chairman of the Audit Committee in writing or by email as follows:
Eric Moeller, in confidence
Northern Gold Mining Inc.
220 Bay Street, 5th Floor
Toronto, ON M5J 2W4
By email: firstname.lastname@example.org
All submissions to the Chairman of the Audit Committee shall be treated on a confidential and anonymous basis and the submission will be dealt with in accordance with the policy.
Treatment of Accounting Concerns Submissions
Accounting Concerns will be reviewed as soon as possible by the Audit Committee with the assistance and direction of whomever the Audit Committee thinks appropriate, including but not limited to external legal counsel, and the Audit Committee shall implement such corrective measures and do such things in an expeditious manner as it deems necessary or desirable to address the Accounting Concern.
Where possible and when determined to be appropriate by the Audit Committee notice of any such corrective measures will be given to the person who submitted the Accounting Concern.
Any person with an Accounting Concern relating to the Audit Committee itself may submit his/her concern to the Company’s general counsel in writing, or by email as follows:
Chris Irwin, in confidence
Barrister & Solicitor
130 Adelaide Street West
Toronto, ON M5H 3P5
Direct: (416) 361-2516
Facsimile: (416) 361-2519
No Adverse Consequences
The submission of a Report may be made by an Employee of the Company without fear of dismissal, disciplinary action, or retaliation of any kind as a result. The Company will not discharge, discipline, demote, suspend, threaten, or in any manner discriminate against any person who submits in good faith a Report or provides assistance to the Audit Committee, Management, or any other person or group, including any governmental, regulatory, or law enforcement body investigating a Report.
Retention of Records
The Audit Committee shall retain all records relating to any Accounting Concern or report of a retaliatory act and to the investigation of any such report for a period judged to be appropriate based upon the merits of the submission. The types of records to be retained by the Audit Committee shall include records of all steps taken in connection with the investigation and the results of any such investigation.
Review of Policy
The Committee will review and evaluate this Policy on an annual basis to determine whether the Policy is effective in providing a confidential and anonymous procedure to report violations or complaints regarding Accounting Concerns.
Questions about this Policy should be directed to the Chairman of the Audit Committee or the Chief Governance Officer of the Corporation.
Publication of Policy on Website
This Policy will be posted on Northern Gold Mining Inc.’s website at www.northerngold.ca
Approved by the Board (August 2011).
Amended and re-approved by the Board (May 2012).