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    Corporate Governance

    Purpose for Procedure

    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”.

    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 from time to time 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.

    The following 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 Audit 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 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 the Chief Human Resources Officer or the 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 or address a complaint directly to the Chairman of the Audit Committee who will conduct any investigation and will retain all records of complaints, investigation and disposition. Complaints to Chief Human Resources Officer involving staff impropriety or dishonesty will be immediately communicated to the Chairman of the Audit Committee. All complaints will be thoroughly investigated, and appropriate action will be taken. All complaints, records of the investigation and actions taken accordingly will be kept by the Chairman of the Audit Committee’s office and will be communicated to the Audit Committee at its next meeting following the date of the complaint.

    The Company will not engage in and tolerate any form of retaliation against employees who honestly and to their knowledge accurately report a concern or make a complaint. Employees are reminded that it is serious and unacceptable to knowingly make false allegations.

    Issues or Complaints should be addressed in the following manner:

    1. To the Company’s Chief Human Resources Officer
      1. By writing an email directly to
      2. By telephone call to Nancy Cloutier at (514) 866-5800, ext. 4365
      3. By letter addressed to Nancy Cloutier, Tecsys Inc., 1 Place Alexis Nihon, Suite 800, Montreal, Quebec H3Z 3B8
    2. To the Chairperson of the Audit Committee
      1. By writing an email directly to