Whistleblower Policy
Política de Informantes Internos
Petrominerales Ltd. (“Petrominerales” or the “Company”) is committed to the highest standards of openness, honesty and accountability. The integrity of the financial, operational and other information of Petrominerales is vital as it guides the decisions of Management and the Board of Directors of Petrominerales (“Board of Directors”) and is relied upon by our shareholders, financial markets and other stakeholders. This policy applies to all Directors, Officers, employees and consultants of the Company.
For these reasons Petrominerales must cultivate an environment where individuals can confidentially and anonymously report complaints and concerns regarding the manner in which the Company and its’ employees conducts business, including violations of law, rules, regulations or concerns regarding accounting, internal auditing controls or auditing matters without the fear of victimization, discrimination or disadvantage. This requires a program by which the appropriate body can receive, retain and investigate all reports of complaints and concerns.
Code of Conduct
Petrominerales requires all Directors, Officers, employees and consultants to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As Petrominerales employees and representatives of Petrominerales, each must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations.
Reporting Violations
It is the responsibility of all Directors, Officers, employees and consultants to comply with the Code of Conduct and to report violations or suspected violations in accordance with this Whistleblower Policy. This program is designed to encourage the reporting of complaints and concerns regarding our business practices including, but not limited to:
- suspect, questionable, unethical or unlawful accounting and auditing policies, practices or procedures;
- intentional breach of, or failure to implement, accounting and auditing policies, practices and procedures, approved by the Board of Directors;
- inadequate internal accounting controls;
- the misleading or coercion of auditors;
- disclosure of fraudulent or misleading financial information;
- instances of corporate fraud;
- ethics violations;
- self-dealing transactions;
- the personal acceptance of value (monetary or otherwise) by employees, consultants, Directors or Officers of Petrominerales, from third parties in connection with services paid for by the Company;
- theft of Company property;
- unfair employment practices;
- substance abuse;
- embezzlement;
- any form of bribe or unauthorized payment to a government or regulatory official;
- any Securities Act, or other applicable legislation, violations; or threats of violence or harassment.
Violations or suspected violations may be submitted anonymously by way of an unsigned and un-postmarked letter, in a sealed envelope, or via telephone, via email or via the anonymous reporting form available on our website at www.petrominerales.com. For clarity, reports can, but are not required, to be made anonymously. Reports can be made to your immediate supervisor, or the Vice President or Manager of Human Resources, or any Officer of the Company, or the Chairman of the Audit Committee of Petrominerales or the Spanish-speaking member of the Audit Committee (Mr. Enrique Umana-Valenzuela). Reports of violations or suspected violations will be kept confidential to the greatest extent possible, consistent with the need to conduct an adequate investigation.
When reporting violations or suspected violations, individuals are encouraged to provide as much specific information as possible including names, dates, places and events that took place, the perception of why the incident(s) may be a violation, and what action the individual recommends be taken.
Handling of Reported Violations
All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation. In addition, the Chief Financial Officer or if appropriate the Chairman of the Audit Committee, is responsible for investigating and resolving all reported complaints and allegations concerning violations regarding financial matters and, at his or her discretion, shall advise the Chief Executive Officer, the entire Audit Committee, and/or the Board of Directors. The Chief Financial Officer is required to report to the Audit Committee at least annually on financial compliance activity. The Audit Committee of the Board of Directors shall address all reported concerns or complaints regarding corporate accounting practices, internal controls or auditing. The Chief Financial Officer shall immediately notify the Chairman of the Audit Committee of any such complaint and shall work with the Audit Committee until the matter is resolved.
No Retaliation
No Director, Officer, employee or consultant who in good faith reports a violation of the Code of Conduct shall suffer harassment, retaliation or adverse employment consequence. A Petrominerales employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This Whistleblower Policy is intended to encourage and enable Petrominerales employees and others to raise serious concerns within Petrominerales rather than seeking resolution outside Petrominerales.
Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious offense requiring disciplinary action up to and including termination of employment
Contact Information for Reporting
Email: whistleblower@petrominerales.com
Phone: 403-705-8850 or 57-1-629-2701
For anonymous reporting, please click here.