Shiftpixy Whistleblower Policy
ShiftPixy is committed to high business and ethical standards. In line with this commitment, we have established the Whistleblower Policy and Procedures following for:
- (a) receipt, retention and treatment of any concerns, issues or complaints (collectively “Concerns”) regarding the following “Reportable Matters: (1) accounting, financial, internal controls, and auditing matters; and (2) legal, compliance or regulatory matters.
- (b) submission of Concerns by any employee, service provider or consultant of the Company (each a “Party”) regarding Reportable Matters.
Submission of Concerns
Any Party having Concerns may report such Concerns to the ShiftPixy General Counsel or the Chairman of the Audit Committee of the Board of Directors. Report of Concerns may be submitted in writing, (including e-mail), by telephone or in-person, at the option of the reporting Party. Reports may be anonymous at the option of the reporting Party. Reporting Parties who are willing to provide their names should indicate if they want their names kept confidential. Any Party may submit Concerns under this Whistleblower Policy through any of the following channels:
- By regular mail addressed to:
Robert S. Gans, General Counsel
501 Brickell Key Dr. Ste 300
Miami, FL 33131
The General Counsel will forward a copy of the letter to the Chairman of the Audit Committee.
- On a confidential or anonymous basis by regular mail addressed to:
Kenneth W. Weaver, Chairman of the Audit Committee
c/o Robert S. Gans, General Counsel
501 Brickell Key Dr. Ste 300
Miami, FL 33131
The Chief Compliance Officer will forward the unopened letter to the Chairman of the Audit Committee
- By e-mail addressed to the General Counsel at email@example.com, or to the Chairman of the Audit Committee at firstname.lastname@example.org.
- By telephone, on an anonymous basis, at 1-844-490-0002.
Any letter, e-mail or telephone message should contain as much specific detail as possible to allow for proper assessment. The communication should be candid and include all of the information that the Party knows regarding the Concerns. To the extent possible, the communication should include sufficient corroborating information to support the commencement of an investigation. The Company may, in its reasonable discretion, determine not to commence an investigation if the communication contains only unspecified or broad allegations without appropriate support.
Scope of Matters Covered by These Procedures
These procedures relate to Concerns relating to any Reportable Matters including, without limitation, the following:
- (a) fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company;
- (b) fraud or deliberate error in the recording and maintaining of financial records of the Company;
- (c) deficiencies in or noncompliance with the Company’s internal controls over accounting or financial reporting;
- (d) misrepresentation or false statement to or by an officer, accountant or external auditor regarding a matter contained in the financial records, financial reports or audit reports of the Company;
- (e) deviation from full and fair reporting of the Company’s financial condition or results of operations; and
- (f) non-compliance with applicable legal, compliance and regulatory matters.
Treatment of Concerns
Upon receipt of any Communication, the Chairman of the Audit Committee or the General Counsel, if so designated by the Chairman (each an “Investigating Officer”), shall make a determination, in his or her reasonable judgment, whether a reasonable basis exists for commencing a formal investigation. The determination by the Investigating Officer will be provided to the Party who sent the Communication (unless the Communication was sent on an anonymous basis) to the Audit Committee and to relevant management.
If the Investigating Officer determines that a reasonable basis exists for commencing a formal investigation, the Investigating Officer will promptly notify the Audit Committee. The Audit Committee will then determine, in its reasonable judgment, whether to commence a formal investigation. If the Audit Committee decides that a formal investigation is warranted, it will instruct the Investigating Officer to proceed with such formal investigation. The Audit Committee shall ensure coordination of the investigations and shall have overall responsibility for the implementation of this policy. The Audit Committee shall have the authority to retain outside legal, accounting or other relevant expertise in any investigation, as it deems necessary to conduct the investigation in accordance with its Charter and this policy.
The Audit Committee, with the input of the Investigating Officer and Company management, if requested, will determine the validity of Concerns and the appropriateness of any corrective actions. It is the responsibility of the Audit Committee to report to the Board of Directors and to management any non-compliance with accounting, legal, compliance or regulatory requirements, and to assure that the Company takes appropriate corrective action. Directors, officers and employees that are found to have knowingly materially violated any laws, regulations or Company policies may be subject to disciplinary action.
This Policy is intended to enable individuals to raise Concerns for investigation and appropriate action. With this goal in mind, consistent with the policies of the Company, neither the Audit Committee, the General Counsel, or any other officer, director or employee of the Company shall retaliate or tolerate any retaliation by management of the Company directly or indirectly, including encouraging retaliation by others, against anyone who, in good faith, makes a report of a Concern or provides assistance to the Audit Committee, management or any other duly authorized person or group, including any governmental, regulatory or law enforcement body, investigating a report of a Concern. If the General Counsel or Chairman of the Audit Committee becomes aware of a retaliatory action against a reporting person, such individual shall inform the Audit Committee of such action.
Nothing in this Policy shall limit the authority of the Company to discipline, penalize, suspend or terminate any employee for good and sufficient reasons, which reasons shall not include having in good faith made a report of a Concern or provided assistance to the Audit Committee, management or any other duly authorized person or group, including any governmental, regulatory or law enforcement body, investigating such report. A person’s right to protection from retaliation does not extend immunity for any complicity in the matters that are the subject of the Concerns or any ensuing investigation.
Reports of Concerns, and investigations pertaining thereto, shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. The General Counsel or Chairman of the Audit Committee shall take reasonable steps necessary to protect the identity of any person making a report of a Concern so as to prevent any officer, employee, contractor, sub-contractor or agent from being in a position to take any retaliatory action against such person making such report, including encouraging others to take retaliatory action. In no event will information be released to persons without a specific need to know about the Communication.
Retention of Complaints and Documents
The General Counsel will maintain a log of all Communications, tracking their receipt, investigation and resolution. All Communications will remain confidential to the extent possible. All documents relating to the Communications and the investigations shall be maintained for a minimum of seven years.