Corporate Governance

Audit Committee Procedure for Treatment of Complaints

The Audit Committee Mandate stipulates that the Audit Committee of the Company must "establish procedures for the receipt, retention, processing and treatment of complaints regarding accounting, internal accounting controls, or auditing matters". The Audit Committee Mandate stipulates that the Audit Committee of the Company must "establish procedures for the confidential, anonymous submission by employees and third parties of concerns regarding questionable accounting or auditing matters".

Purpose

The Company has established accounting policies and procedures and an internal control process to ensure the accuracy and integrity of the Company's financial statements. It is recognized that there may be situations where employees or other parties believe that these policies and procedures have not been followed, or that the information has been intentionally or unintentionally misstated or omitted, which may impair the integrity or accuracy of the Company's financial statements.

These procedures have been established to ensure that there are confidential and anonymous mechanisms in place to allow an employee or third party to provide information to the Company's Auditing Committee about accounting, internal accounting controls or auditing matters including, without limitation, the following:

• Fraud or deliberate error in the preparation, evaluation, review or audit or any financial statement of the Company;
• Fraud or deliberate error in the recording and maintaining of financial records of the Company;
• Deficiencies in or non-compliance with the Company's internal accounting controls;
• Misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company; or
• Deviation from full and fair reporting of the Company's financial condition.

Complaint Procedures

We strongly encourage any employee who has information or a complaint, to discuss any issue with his or her manager or local HR representative. If he or she is uncomfortable raising the matter with these people, or receives an unsatisfactory answer, or does not know with whom to speak, the employee should contact Patricia Barry, Vice President, Human Resources, or David Wayland, Chairman of the Audit Committee, who will act to resolve any issues raised. If so requested, the employee's identity will be kept confidential. If the comment or complaint is anonymous, there must be clear, accurate and sufficient details, as there will be no opportunity to have the information clarified.

Anyone inside or outside the Company may provide information concerning accounting, internal controls or auditing matters directly to the Chairman of the Audit Committee. Each of the complaints will be thoroughly investigated and appropriate action will be taken. All complaints and a record of the investigation and actions taken will be kept by the Chairman of the Audit Committee's office.

It is preferable to direct complaints to the Chairman of the Audit Committee, as he will generally conduct any investigation and will retain all records of complaints, investigation and disposition. Complaints to the Vice President of Human Resources, involving staff impropriety or dishonesty will be immediately forwarded to the Chairman of the Audit Committee. The Audit Committee will be advised of all complaints and their disposition at its next meeting following the date of the complaint.

Complaints should be addressed in the following manner:

1. To the Company's Vice President of Human Resources
   1. By email to patricia.barry@tecsys.com
   2. By telephone call to Patricia Barry at (514) 866-5800, ext. 4365
   3. By letter addressed to Patricia Barry, TECSYS Inc., 87 Prince Street, 5th Floor, Montreal, QC H3C 2M7


2. To the Chairman of the Audit Committee
   1. By email to wayld@mrrm.ca
   2. By letter addressed to the Chairman, Audit Committee, TECSYS Inc., c/o P.O. Box 158, 38 Place du Commerce, Île des Soeurs, Québec, H3E 1T8

TECSYS Inc. does not tolerate retaliation in any form against employees who honestly and to their knowledge accurately report a concern. At the same time, it is serious and unacceptable to knowingly make false allegations.

Back to Top