Outside parties, including stockholders, who wish to submit concerns or complaints about the Company’s accounting, financial reporting, internal accounting controls and/or auditing matters (“Accounting Matters”) to the attention of the Audit Committee, may write to the chairman of the Audit Committee, in care of the Company’s General Counsel. Additional details on the Company’s procedure to report Accounting Matters can be found in the Company’s Procedures for Submission of Concerns or Complaints Regarding Accounting or Auditing Matters, available on the Company’s web page and from the General Counsel.
The Company has established a separate procedure which allows employees to submit concerns or complaints about the Company’s Accounting Matters, openly, confidentially or anonymously. The Audit Committee of the Board of Directors is responsible for considering any Accounting Matters. The Audit Committee has authorized the retention of an outside, third-party vendor, Shareholder.com, to which concerns or complaints regarding Accounting Matters may be reported. Individuals wishing to submit concerns or complaints about Accounting Matters can contact Shareholder.com toll-free, at (866) 259-2480, via email at anr@openboard.info or via the internet at http://www.openboard.info/anr.
The process outlined above permits employees to notify the Company of Accounting Matters on an anonymous basis. A reporting employee’s identity will be kept confidential to the extent possible in connection with the investigation except as otherwise required under applicable law. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee. Additional details on the Company’s procedure to report Accounting Matters can be found in the Company’s Procedures for Submission of Concerns or Complaints Regarding Accounting or Auditing Matters, available on the Company’s web page and from the General Counsel.
If an employee or outside party reports possible violations of law, regulations, Company policy or this Code first to a Company officer, such as the General Counsel, or the Audit Committee before bringing such matter to the attention of a government agency or other person, and such information leads to a successful judicial or administrative action as described in Section 21F of the Securities Exchange Act of 1934, as amended, and related rules, the Company will disclose such employee’s or outside party’s name to the Securities and Exchange Commission for purposes of such person being recognized as the supplier of such information and potentially being eligible for an increased award under the rules adopted under Section 21F of the Securities Exchange Act of 1934, as amended, unless the employee or outside party otherwise requests. The eligibility of any employee or outside party for any such award will be determined solely by the Securities and Exchange Commission in accordance with applicable law.
The Company will not discharge, demote, suspend, threaten, harass or in any manner retaliate against any employee based upon any lawful actions of such employee with respect to good faith reporting of any concern or complaint regarding Accounting Matters or otherwise as specified in the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act and related rules adopted by the Securities and Exchange Commission, or other applicable laws. However, the reporting of a violation which implicates the reporting employee will not protect the reporting employee from disciplinary action for his or her own violation of this Code or applicable law.