Portal Resources Ltd. ("Portal") is committed to maintaining the highest standards of business conduct and ethics, as well as full compliance with all applicable government laws, rules and regulations, corporate reporting and disclosure, accounting practices, accounting controls, auditing practices and other matters relating to fraud against shareholders (collectively "Accounting Concerns").
Pursuant to its charter, the Audit Committee (the "Committee") of the Board of Directors of Portal is responsible for ensuring that a confidential and anonymous process exists whereby persons can report any Accounting Concerns relating to Portal and its subsidiaries. In order to carry out its responsibilities under its charter, the Committee has adopted this Whistleblower Policy (the "Policy").
For the purposes of this Policy, "Accounting Concerns" is intended to be broad and comprehensive and to include any matter, which in the view of the complainant, is illegal, unethical, contrary to the policies of Portal or in some other manner not right or proper. Examples would include:
violation of any applicable law, rule or regulation that relates to corporate reporting and disclosure;
fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of Portal or any of its subsidiaries;
fraud or deliberate error in the recording and maintaining of financial records of Portal or any of its subsidiaries;
deficiencies in or noncompliance with Portal or any of its subsidiaries' internal policies and controls;
misrepresentation or a false statement by or to a director, officer or employee of Portal or any of its subsidiaries respecting a matter contained in the financial records, reports or audit reports; and
deviation from full and fair reporting of Portal's consolidated financial condition.
2.0 COMMUNICATION OF THE POLICY
To ensure that all directors, officers, employees, consultants and contractors of Portal are aware of the Policy, a copy of the Policy will be distributed to all directors, officers and employees, or alternatively they will be advised that the Policy is available on Portal's website for their review. All directors, officers and employees will be informed whenever significant changes are made. New directors, officers and employees will be provided with a copy of this Policy and will be educated about its importance.
3.0 REPORTING ALLEGED VIOLATIONS OR COMPLAINTS
3.1 Reporting Concerns
Any person with an Accounting Concern relating to Portal or any subsidiary of Portal may submit their concern to the Chairman of the Audit Committee (the "Chairman") of Portal in writing, by telephone or email as follows:
In Writing:
Mark Brown
C/O Pacific Opportunity Capital Ltd.
Suite 410 325 Howe St.
Vancouver, BC
V6C 1Z7
By Telephone:
(604) 687-3520
By E-mail:
3.2 Anonymity and Confidentiality
All submissions to the Chairman of the Audit Committee be made and will be treated on a confidential and anonymous basis, save and except that all submissions regarding Accounting Concerns referred to in Section 1 (a) and (b) must identify the person making the submission and the submission will be dealt with in accordance with the provisions of Section 5.0 below.
4.0 NO ADVERSE CONSEQUENCES
A submission regarding an Accounting Concern may be made by an officer or employee of Portal without fear of dismissal, disciplinary action or retaliation of any kind. Portal will not discharge, discipline, demote, suspend, threaten or in any manner discriminate against any person who submits in good faith an Accounting Concern or provides assistance to the Audit Committee, management or any other person or group, including any governmental, regulatory or law enforcement body, investigating an Accounting Concern.
5.0 TREATMENT OF ACCOUNTING CONCERN SUBMISSIONS
Accounting Concerns will be reviewed as soon as possible by the Audit Committee with the assistance and direction of whomever the Audit Committee thinks appropriate including, but not limited to, external legal counsel and the Audit Committee shall implement such corrective measures and do such things in an expeditious manner as it deems necessary or desirable to address the Accounting Concern.
Where possible and when determined to be appropriate by the Audit Committee notice of any such corrective measures will be given to the person who submitted the Accounting Concern.
6.0 RETENTION OF RECORDS
The Audit Committee shall retain all records relating to any Accounting Concern or report of a retaliatory act and to the investigation of any such report for a period judged to be appropriate based upon the merits of the submission. The types of records to be retained by the Audit Committee shall include records of all steps taken in connection with the investigation and the results of any such investigation.
7.0 REVIEW OF POLICY
The Committee will review and evaluate this Policy on an annual basis to determine whether the Policy is effective in providing a confidential and anonymous procedure to report violations or complaints regarding Accounting Concerns.
8.0 QUERIES
If you have any questions about how this Policy should be followed in a particular case, please contact the Chairman of the Audit Committee.
9.0 PUBLICATION OF THE POLICY ON WEBSITE
This Policy will be posted on Portal's website at: www.portalresources.net.
