Governance

It is the responsibility of all directors, officers, employees and consultants to report violations or suspected violations in accordance with this Policy. This program is designed to encourage the reporting of complaints and concerns regarding our business practices including, but not limited to:

• suspicious, 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;
• inadequate internal accounting controls;
• the misleading or coercion of auditors;
• disclosure of fraudulent or misleading financial information;
• instances of corporate fraud;
• ethics violations;
• theft of Company property;
• unfair employment practices;
• substance abuse;
• embezzlement;
• Securities Act violations; or
• threats of violence or harassment.

Violations or suspected violations may be submitted through our Whistle Blower Hotline operated by Ethicspoint, where you can confidentially communicate any issues or concerns. The whistleblower can choose to remain anonymous. If a name is provided, the whistleblower’s identity will not be disclosed without consent, and the whistleblower will be contacted within 10 business days and will be notified of any planned follow-up action. Details of reported violations or suspected violations will be kept confidential by the parties investigating, subject to 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 to be taken.

All reports will be promptly investigated, and appropriate corrective action will be taken if warranted by the investigation.  The Company is required to report to the Audit Committee at least annually on financial compliance activity. The Committee shall address all reported concerns or complaints regarding corporate accounting practices, internal controls or auditing. The Company shall immediately notify the Chair of the Audit Committee of any such complaint and work with the Committee until the matter is resolved.

No director, officer, employee or consultant who in good faith reports a violation shall suffer harassment, retaliation or adverse employment consequence. A Touchstone 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 Policy is intended to encourage and enable Touchstone employees and others to raise serious concerns within the Company rather than seeking resolution outside the Company.

Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and has 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 offence requiring disciplinary action up to and including termination.