Mr. Tom M. Crain, Jr, President, Chairman
Tanager Energy Inc.
1980 Post Oak Blvd., Suite 1500
Houston, Texas 77056
The Whistleblower Protection Policy complements the procedures outlined in our “Code of Business Ethics” as well as our ”Charter Constitution” to deal with certain issues and concerns that may arise from time to time. Tanager is committed to open communication; this policy aims to provide an avenue for employees to raise concerns and to assure them that they will be protected from retaliation.
This policy provides a means whereby a Complainant may report issues and/or concerns in connection with an actual or perceived violation.
In responding to a complaint, Tanager will act fairly with respect to any individual named in the complaint, the seriousness of the issue raised the credibility of the information or allegations in the complaint, and the prospects of an effective investigation.
Tanager will not retaliate, or threaten to retaliate, against any complainant for reporting violations pursuant to this policy, or for any lawful act done by the employee in providing information to the Alberta. Securities Commission (ASC) or any government agency in a manner or as permitted by any relevant law or regulation.
In accordance with the of the Toronto Stock Exchange, Tanager has adopted the following procedures to facilitate the submission, on a confidential and anonymous basis, of complaints, reports
and concerns by any person (“Complainant”) regarding:
This policy and related procedures offer protection from retaliation to Complainants with respect to matters that are, or could give rise to, violations, provided the complaint is made:
No complaint that satisfies these conditions shall result in any retaliation or threat of retaliation against the Complainant. This means that Tanager and its directors, officers, employees and agents shall not penalize, discharge, demote, suspend, threaten, harass, transfer to an undesirable assignment or location, or otherwise discriminate (collectively, “retaliate” or “retaliation”) against any Complainant for calling attention to suspected illegal or unethical acts. In addition, Tanager and its directors, officers, employees and agents shall not retaliate, or threaten to retaliate, against any employee as a result of lawful acts done by the employee in providing information to the Alberta. Securities Commission (ASC) or any government agency in a manner or as permitted by any relevant law or regulation.
Any act of retaliation shall itself be treated by Tanager as a violation of Tanager’s policy and could result in disciplinary action up to and including discharge. This protection extends to anyone providing information in relation to an investigation, including an internal investigation.
Tanager will treat all complaints by Complainants as confidential and privileged to the fullest extent permitted by law. A Complainant is encouraged to put his/her name to any complaint he/she makes, but it may also be made anonymously, as provided in Section 5 below.
Any complaint under this policy must be submitted to the President, through one of the following confidential means of communication:
Any complaint should provide sufficient, precise, and relevant information pertaining, among others, to dates, places, persons/ witnesses, numbers, etc., so that a reasonable investigation can be conducted. If the Complainant wishes to discuss any such matter with the President, he/she should indicate this in the submission or message and include a telephone number at which he/she might be contacted if the President deems it appropriate. When possible, the President shall acknowledge receipt of the complaint to the sender.
Upon receiving a complaint, the President shall immediately register it in a log of complaints and open a file, which file shall be maintained in a secure location to protect the confidentiality of the Complainant. The President shall then determine whether the complaint pertains to a subject covered under this policy.
If the President determines that the complaint is covered by this policy, he/she shall then initiate an investigation. In conducting the investigation, the President, may enlist inside or outside legal, accounting, human resources, or other advisors, as appropriate. The President shall have access, during an investigation, to all books and records of Tanager. Tanager directors, officers, employees and agents are expected to fully co-operate in the investigation. In conducting any investigation, the President, shall use reasonable efforts to protect the confidentiality of the Complainant.
Investigations will be conducted as quickly as possible, taking into account the nature and complexity of the complaint and the issues raised therein. To the extent possible, the following timeline will be followed to ensure timely investigation of complaints:
* The acknowledgement of receipt and providing status updates to the whistleblower is dependent upon having an available channel of communication with the whistleblower (either through e-mail, mail or phone)
The President shall retain as a part of the records any and all complaints, reports or concerns and related documentation for a period of no less than seven (7) years from the moment the claim is resolved and file closed.
Each quarter, the President, shall report to the Audit Committee of the Board of Directors of the Corporation (the “Committee”) and to the external auditors, in the aggregate, the number, the nature, and the outcome of complaints received and investigated under this policy.
Notwithstanding the foregoing, the President, shall promptly report to the Committee any complaint that may have material consequences for the Corporation.
Our “Code of Business Ethics” requires directors, officers and employees to observe high standards of business and personal ethics. As employees and representatives of Tanager Energy Inc., we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.