AMERICAN RARE EARTHS AND MATERIALS, CORP.
WHISTLEBLOWER POLICY
ADOPTED: June 1, 2010
Preface
American Rare Earths and Materials, Corp. is committed to the highest ethical and legal business practices to ensure consistency and compliance with all civil, criminal laws and regulations pertaining to its operations, including compliance with all internal procedures regarding accounting or auditing matters, irregularities in operational general or financial matters of the Company. The intent of this policy is to create an awareness that focuses on the detection and prevention of violations and to foster an environment in which employees are encouraged to report concerns about business practices.
Whistleblower Policy
A whistleblower as defined by this policy, is an employee of American Rare Earths and Materials, Corp. who reports an activity that he/she considers to be illegal or dishonest to one or more of the parties identified below. The whistleblower is not responsible for investigating the activity or for determining fault or corrective measures, as appropriate management officials are charged with those responsibilities.
Examples of illegal or dishonest activities include without limitation violations of federal, state or local laws; billing for services not performed or for goods not delivered; and other fraudulent financial reporting.
If an employee has knowledge or a concern of illegal or dishonest fraudulent activity, the employee is to contact his/her immediate Supervisor or the Director and Chair of the Audit Committee, Error Farr at 416-941-9663 or by email at errolf@sympatico.ca ("Audit Chair"). The employee must exercise sound judgment to avoid baseless allegations. An employee who intentionally files a false report of wrongdoing will be subject to discipline up to and including termination.
To the extent possible, the confidentiality of the whistleblower will be maintained. However, his/her identity may have to be disclosed to conduct a thorough investigation, to comply with the law and/or to provide accused individuals their legal rights of defense. The Company will not retaliate against a whistleblower. This includes, but is not limited to, protection from retaliation in the form of an adverse employment action such as termination, compensation decreases or poor work assignments and threats of physical harm. Retaliation as a result of any such action is to be considered a serious breach of American Rare Earths and Materials, Corp.'s policies. Any whistleblower who believes he/she is being retaliated against must contact the Audit Chair immediately. The right of a whistleblower to protection against retaliation does not include immunity for any personal wrongdoing that is alleged and investigated.
All reports of illegal and dishonest activities will be promptly submitted to the Audit Chair, who is responsible for investigating and coordinating corrective action. The Audit Chair will keep records of all activities, reports and information received. All employees shall have easy access to the Audit Chair, such that the address and telephone number of such person is published and communicated to all employees of American Rare Earths and Materials, Corp.
The Audit Chair will report the results of any investigations and settlements of complaints to the Audit Committee and to the Chairman of the Board of Directors. If either the members of the Chairman of the Audit Committee or the Chairman of the Board of Directors is the object of the complaint the Audit Chair shall report to the deputy chairman of the of the Board of Directors or in the case of his absence the most senior member (in terms of years with American Rare Earths and Materials, Corp.).
Employees with any questions regarding this policy should contact the Audit Chair.