1. The Audit Committee
has established the following methods for receipt of complaints
and concerns:
Violations or suspected violations
may be reported directly to the Company or on a confidential
or anonymous basis, by contacting the Company’s
Chief Executive Officer by mail or email as follows:
Fred Perner
Chief Executive Officer
Encision Inc.
6797 Winchester Circle
Boulder, CO 80301 USA
Email: fperner@encision.com
While we prefer that persons
identify themselves when reporting violations so that
we may follow up with them as necessary, the Company
has established independent means to report a violation
or suspected violations with an independent member of
the Encision Audit Committee. Through this source, you
can report a violation or suspected violation by phone,
e-mail or anonymously via mail.
Bruce L. Arfmann
Encision Audit Committee Chair
12285 W. 54th Drive
Arvada, CO 80002
303-422-5470
E-mail: caddis214@gmail.com
In addition, concerns about
violations of Encision’s Code of Ethics and other
Company policies regarding the Company’s accounting
and financial reporting policies and procedures may be
reported to the Company’s Audit Committee which
is comprised of independent directors. Reports
may be made to:
Encision Audit Committee
Encision Inc.
6797 Winchester Circle
Boulder, CO 80301
Email: AuditComm@encision.com
2. The Audit Committee
may designate one or more members of the Audit Committee
to receive and respond to complaints and concerns in the
first instance (the “Investigating Members”).
3. All communications
received through the reporting methods will be directed
to all Audit Committee Members who may then designate the
Investigating Members to follow up on the reported complaint
or concern.
4. The Investigating
Members will determine whether the report falls within
the scope of responsibility of the Audit Committee relating
to financial and accounting matters. If the report
is not within the scope of these procedures, the Investigating
Members will inform any employee making the report (if
known) to use other procedures of the Company to address
the complaint or concern. The Investigating Members
should also forward any report it determines is not covered
by these procedures to the Company’s legal counsel.
5. The Investigating
Members may consult with the Company’s legal counsel
or independent legal counsel in their discretion to obtain
advice regarding follow up on any complaint or concern.
6. The Investigating
Members may request information from any source in connection
with the investigation of a report. Company employees
will be required to provide information as requested by
the Investigating Members and will be informed of the Company’s
policy against retaliation for participating in an investigation.
7. The Investigating
Members may engage third parties (e.g., investigative staff,
accounting firm, legal counsel) to assist with the investigation
of any complaints or concerns raised under the Company’s
Reporting and Accountability section, included in the Company’s
Code of Ethics.
8. The Audit Committee
shall determine the action to be taken in the event that
the investigation of any complaint or concern indicates
that corrective action is appropriate. The
Investigating Members shall report to the Audit Committee
at each regularly scheduled meeting regarding the reports
received since the last meeting and the current status
of any open reports. A special meeting of the Audit
Committee may be called to discuss any report or to determine
appropriate follow up action with respect to any report.
9. When feasible,
the Investigating Members shall report back to any employee
who has raised a complaint or concern (if known) regarding
the results of the investigation and any corrective action
taken, if providing such information will not interfere
with the rights of other employees or with any ongoing
criminal or civil investigation.
10. A confidential
log shall be maintained by the Audit Committee of all complaints
and concerns received under the Company’s Complaint
Procedures for Financial, Accounting and Audit Matters. The
log shall include the substance of each complaint or concern,
the date of its receipt, the source of the complaint or
concern if known, a description of the findings of any
investigation made in connection with the complaint or
concern, and a description of any corrective action taken. All
Audit Committee records (including all records of
the Investigating Member) relating to any complaint or
concern under the Company’s Complaint Procedures
for Financial, Accounting and Audit Matters shall be maintained
confidentially by the Audit Committee for a period of at
least seven years following the final disposition of the
complaint or concern.
These procedures are intended
to be general guidelines only. The Audit Committee
may deviate from these guidelines in specific cases as it
determines appropriate based on the facts and circumstances
of any particular complaint or concern.
