SARBANES-OXLEY WHISTLEBLOWER POLICY Audit Committee Procedures for Reporting and Investigating Complaints I. Coverage
Any employee of Professional Veterinary Products, Ltd.( PVPL) and its subsidiaries or affiliates may submit a good faith complaint regarding accounting or auditing matters without fear of dismissal or retaliation of any kind. PVPL is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices. Therefore, the Audit Committee of the Board of Directors of PVPL has established this policy for receiving and handling employee complaints involving: • • • • • Accounting Auditing Matters Internal Accounting Controls Securities Violation Embezzlement
This policy is not to replace PVPL’s own Code of Ethical and Legal Compliance. This is to provide an additional avenue, outside of management, to report questionable activities. II. Submission of Complaints
Employees may submit their complaint anonymously using a third party vendor, EthicsPoint, via telephone (866-294-5541), web page (www.ethicspoint.com) or regular mail (P.O. Box 230369, Portland OR 97281-0369). PVPL employees have received an orientation about accessing this company. PVPL management and the PVPL Board of Directors have delegated Executive and Senior managers, the Board Audit Committee Chairman and PVPL's corporate attorney as investigators. Designated investigators will receive notice from EthicsPoint when a complaint is submitted. III. Treatment of Complaints and Investigation Procedures
All submissions will be held as a confidential matter. Upon receipt of a complaint, the investigator(s) shall promptly investigate the matter. If a complaint involves one of the investigators, such investigator will be excluded from the investigation. The investigation will be handled discreetly and appropriately, and information will be disclosed to others only on a need to know basis or as required by law. The extent of the investigation will depend on the particular circumstances but will involve interviewing employees, third parties, obtaining and reviewing documents, and accessing data base information. Employees involved in the investigation as witness or assisting in obtaining the investigation shall be required to maintain confidentiality. Upon the conclusion of the investigation, the Investigator(s) shall provide a report and recommendation to the Audit Committee. The report shall set out in detail the specifics of the complaint, the steps taken in the investigation, the factual findings, and the recommendations for corrective action. The Audit Committee shall also be provided any documents, interview notes, or other materials necessary to reach an informed decision about the subject matter of the complaint. The Investigators shall provide to the Audit Committee a quarterly report listing the existence, status, and disposition of all complaints.
IV.
Audit Committee Review
The Audit Committee shall promptly review the findings and recommendations of the Investigator(s). The Audit Committee may (1) adopt the findings and recommendations; (2) refer the matter back to the Investigator(s) for further investigation; or (3) issue a final report differing from or amending the findings and recommendations of the Investigator(s). In its discretion, the Audit Committee may seek such additional advice and counsel including from outside professionals and experts as it deems necessary before reaching a final decision concerning the complaint and appropriate corrective action. V. Appeal
Any employee who has made a complaint or who has been the direct subject of an investigation under these procedures may request reconsideration by submitting a written request to the Audit Committee stating the reasons for the employee’s disagreement with the Committee’s final determination. This request must be made no later than 30 days after the employee is informed that the investigation has been concluded. The Audit Committee will review and consider the written submission by the employee and shall determine if, in its view, the points raised require further action (e.g., alteration of the decision, additional investigation) or no further action. VI. Record Keeping and Retention
When a submission is received, it will be logged with all information given, and assigned a case number. A confidential file shall be created which shall contain relevant materials including the complaint, the person complaining (unless anonymity is requested), the general subject matter of the complaint, the date of the Investigator’s report and recommendations, the date of the Audit Committee review, final determination, and disposition. All files will be maintained in locked cabinets and access outside of the investigators or the Audit Committee is prohibited. All file materials shall be retained for five years and then discarded, except as otherwise required bylaw or court order. Employees may choose to remain anonymous when submitting their complaint. If an employee uses the web or telephone, the complainant will be assigned a “report key” and a “password” and will receive follow up reports throughout the investigation and will know the outcome. If an employee uses the post office box and chooses to remain anonymous, no follow up reports will be issued. Any files opened on a network or database system involving the subject matter of the complaint will be password protected with access limited to the investigators or the Audit Committee. VII. No Discrimination or Retaliation
The Sarbanes-Oxley Act of 2002 provides protection for employees coming forward with accounting, internal accounting control, securities violation, embezzlement, or auditing concerns/complaints. This act contains strong repercussions on retaliating against employees (whistleblowers) reporting questionable practices. There shall be no discrimination or retaliation against any employee for bringing a complaint under these procedures or against any person for participating in the investigation. This protection within SarbanesOxley coincides with PVPL’s Code of Ethical and Legal Compliance; retaliation against any employee who, in good faith, reports a concern will not be tolerated. In addition, anyone attempting such retaliation will be subject to disciplinary action, up to and including termination of employment. VIII. Confidentiality
Where a direct complaint is made, the person who received the complaint, the Investigators, and the Audit Committee will treat the matter as confidential to the fullest extent possible consistent with the need to investigate. Absolute confidentiality, however, cannot be guaranteed because the very fact of conducting an investigation may lead employees or other persons to reach conclusions of their own. Anyone involved in an investigation under these procedures will be informed of their obligation to maintain confidentiality and will be asked to sign an acknowledgement of this obligation.