Investors / Whistle Blower Policy

Policy and Procedures For Receipt, Retention and Treatment of Complaints and Concerns Regarding Accounting, Internal Accounting Controls and Auditing Matters

Introduction

The Audit Committee of Tucows Inc. (the “Corporation”) has established the following procedures pursuant to Rule 10A-3(b)(3) under the Securities Exchange Act of 1934 (which implements Section 301 of the Sarbanes-Oxley Act of 2002) for (i) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters and (ii) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. Any complaints or concerns of employees or other persons regarding accounting, internal accounting controls, or auditing matters (which are referred to in these procedures as “Accounting Matter Complaints”) will be considered by the Corporation in accordance with these procedures, subject to the oversight by the Corporation’s Audit Committee. The Corporation is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, and internal accounting controls.

Any employee of the Corporation who submits an Accounting Matter Complaint in good faith should have no fear of dismissal or retaliation of any kind.

Scope of Matters Covered by These Procedures

These procedures apply to Accounting Matter Complaints, relating to, among other things, the following:

  • fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Corporation;
  • fraud or deliberate error in the recording and maintaining of financial records of the Corporation; the misapplication of generally accepted accounting principles;
  • deficiencies in or noncompliance with the Corporation’s internal accounting controls;
  • the misrepresentation of a fact or the making of a false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Corporation; or
  • deviation from full and fair reporting of the Corporation’s financial condition.

Receipt of Accounting Matter Complaints

Employees with Accounting Matter Complaints may report their complaints or concerns to: (i) their manager or higher levels of management; (ii) the General Counsel of the Company; or (iii) any member of the Corporation’s Audit Committee. Contact details for the General Counsel and each member of the Corporation’s Audit Committee are included in the Corporation’s Employee Handbook and may be found below. Such complaints or concerns may be submitted anonymously by internal or regular mail or may be delivered confidentially, whether orally or in writing, such as through e-mails and letters. If a complaint is written and the employee seeks to remain anonymous, the employee should not submit such complaint via e-mail and should take care to submit a letter without a return address or other identifying mark. The Corporation cannot guarantee that oral complaints, whether by telephone or voice mail, can be made on an anonymous basis because the recipient of the complaint may recognize a complainant’s voice. All such complaints or concerns by employees and any complaints or concerns submitted by non-employees, such as shareholders, creditors, customers and suppliers, will be forwarded to the Chairman of the Audit Committee.

The report of any Accounting Matter Complaint should be factual rather than speculative or conclusory, and should contain as much specific information as possible to allow for proper assessment. A complaint describing an alleged violation or concern should be candid and set forth all of the information that the complainant knows regarding the allegation or concern. In addition, all complaints must contain sufficient corroborating information to support the commencement of an investigation. The Audit Committee may, in its reasonable discretion, determine not to commence an investigation if a complaint contains only unspecified or broad allegations of wrongdoing without appropriate informational support.

Treatment of Accounting Matter Complaints

Upon receipt of a complaint or concern, the Audit Committee will: (i) determine whether the complaint is a credible Accounting Matter Complaint; and (ii) when appropriate, acknowledge to the sender receipt of the complaint or concern.

Each credible complaint will be reviewed and investigated by the Compliance Officer and/or such other persons as the Audit Committee determines to be appropriate, under the Audit Committee’s direct review, direction and oversight.

The Audit Committee shall have the authority to retain outside legal or accounting expertise in any investigation as it deems necessary to conduct the investigation in accordance with its charter and this policy.

Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. The identity of the complainant will be shared only with persons whose decisions are not implicated by the Accounting Matter Complaint.

All credible complaints will be investigated to a resolution. The Audit Committee will ensure that the Corporation’s management takes prompt and appropriate corrective action when and as warranted in the judgment of the Audit Committee, including, where appropriate, reporting any violation to the relevant regulatory authorities.

The Audit Committee will determine the appropriate report to be made to the Corporation’s external independent auditor.

Prohibition on Retaliation

The Corporation will not discharge, demote, suspend, threaten, harass or in any manner retaliate or discriminate against any employee based upon any lawful actions of such employee with respect to good faith reporting of Accounting Matter Complaints or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002.

Reporting and Retention of Complaints and Investigations

The Audit Committee will maintain a log of all complaints relating to Accounting Matter Complaints tracking their receipt, investigation and resolution. Copies of complaints and such log will be maintained in accordance with the Corporation’s document retention policy.

Policy Administration

The Audit Committee will be responsible for the administration of this policy, including any updates which may be necessary or appropriate.

Compliance with the Policy

The Corporation will deliver a copy of this policy to all current employees promptly after the adoption of this policy and will deliver a copy of this policy to new employees on or prior to their start of employment. In addition, a link to the current version of this policy will be maintained on the Corporation’s website. All employees must follow the procedures outlined herein and cooperate with any investigation initiated pursuant to this policy. Adhering to this policy is a condition of employment. The Corporation must have the opportunity to investigate and remedy any alleged violations of this policy or employee concerns, and each employee must ensure that the Corporation has an opportunity to undertake such an investigation. This policy does not constitute a contract of employment or change the at-will status of any employee.

Chairman of the Audit Committee
Jeffery Schwartz – (416) 646-5472 or jschwartz@tucows.com

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