Procedures for Complaints Regarding Accounting
The Audit Committee of Emeritus Corporation (the "Company") seeks to facilitate disclosure regarding accounting and auditing matters, encourage proper individual conduct and alert the Audit Committee to potential problems relating to accounting or auditing matters before they have serious consequences. Accordingly, the Audit Committee has established the following procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
Procedures for Complaints
Scope of Matters Covered by These Procedures
These procedures relate to complaints or concerns regarding accounting, internal accounting controls or auditing matters of the Company ("Complaints"), including, without limitation, the following:
- fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company;
- fraud or deliberate error in the recording or maintaining of financial records of the Company;
- deficiencies in or noncompliance with the Company's internal accounting controls;
- misrepresentations or false statements to or by an officer of the Company or an accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company; or
- deviation from reporting of the Company's financial condition as required by applicable laws and regulations.
Submission and Receipt of Complaints
- In General
- Anonymous Complaints Hotline
A person with a Complaint should promptly report the Complaint in writing to the Chair of the Audit Committee of the Board of Directors. Complaints may, however, be submitted telephonically or in person. Electronic submissions may be emailed to email@example.com The Chair of the Audit Committee will maintain the confidentiality and anonymity of persons making Complaints to the fullest extent reasonably practicable within the legitimate needs of law and any ensuing evaluation or investigation.
Employees who have Complaints may, rather than submitting such Complaints directly to the Chair of the Audit Committee, submit them confidentially and anonymously by contacting www.EmeritusEthicsFirst.com . The Company has hired an independent third party company called Allegiance to receive anonymous Complaints from Company employees and customers and coordinate the delivery of such Complaints to the Audit Committee or appropriate Company personnel. Our Program is called Ethics First and it may be accessed by telephone at 1-888-529-5827. Employees may also contact Ethics First on the internet at www.EmeritusEthicsFirst.com or via an internet link on the Company’s website (www.EmeritusEthicsFirst.com)
Content of Complaints
To assist the Company in the response to or investigation of a Complaint, the Complaint should be factual rather than speculative, and contain as much specific information as possible to allow for proper assessment of the nature, extent and urgency of the matter that is the subject of the Complaint. It is less likely that the Company will be able to conduct an investigation based on a Complaint that contains unspecified wrongdoing or broad allegations without verifiable evidentiary support. Without limiting the foregoing, the Complaint should, to the extent possible, contain the following information:
- the alleged event, matter or issue that is the subject of the Complaint;
- the name of each person involved;
- if the Complaint involves a specific event or events, the approximate date and location of each event; and
- any additional information, documentation or other evidence available to support the Complaint.
Retention of Complaints
Written copies of all Complaints shall be kept in a Complaint file.
Treatment of Complaints
A copy of all Complaints shall promptly be forwarded to the Audit Committee. The Chair of the Audit Committee shall evaluate each Complaint and may, in consultation with the Audit Committee as a whole, conduct an investigation based upon a Complaint. The Audit Committee may, in its discretion, appoint a person other than the Chair to initiate and direct an investigation, including an outside attorney or consultant. The Audit Committee may, at any time, request a briefing regarding any investigation of a Complaint and any findings regarding a Complaint. The Audit Committee shall have full authority to determine the corrective action, if any, to be taken in response to a Complaint and to direct additional investigation of any Complaint.
The Company shall maintain the confidentiality or anonymity of the person making the Complaint to the fullest extent reasonably practicable within the legitimate needs of law and of any ensuing evaluation or investigation. Legal or business requirements may not allow for complete anonymity. Also, in some cases it may not be possible to proceed with or properly conduct an investigation unless the complainant identifies himself or herself. In general it is less likely that an investigation will be initiated in response to an anonymous Complaint due to the difficulty of interviewing anonymous complainants and evaluating the credibility of their Complaints. In addition, persons making Complaints should be cautioned that their identity might become known for reasons outside of the control of the Company. The identity of other persons subject to or participating in any inquiry or investigation relating to a Complaint shall be maintained in confidence subject to the same limitations.
Protections from Retaliation
Employees are entitled to protection from retaliation for having, in good faith, made a Complaint, disclosed information relating to a Complaint or otherwise participated in an investigation relating to a Complaint. The Company shall not discharge, demote, suspend, threaten, harass or in any manner discriminate against an employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of Complaints, participation in a related investigation or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002. An employee's right to protection from retaliation does not extend immunity for any complicity in the matters that are the subject of the Complaint or an ensuing investigation.
These procedures are in no way intended to limit the rights of employees to report alleged violations relating to accounting or auditing matters to proper governmental and regulatory authorities.