Procedures for the Submission of Complaints or Concerns
Regarding Financial Statement Disclosures, Accounting
Internal Accounting Controls or Auditing Matters
Section 301(4) of the Sarbanes-Oxley Act and Section 2.3(7) of Multilateral Instrument 52-110 requires the Audit Committee (the "Committee") of Gastar to establish formal procedures for: (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters (collectively "Accounting Matters"); and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable Accounting Matters.
The Company's Audit Committee has established the following procedures to address complaints relating to any questionable Accounting Matters including, without limitation, the following:
- Fraud or deliberate errors in the preparation, evaluation, review or audit of any financial statement of the Company;
- Fraud or deliberate errors in the recording and 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 a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company; or
- Deviations from full and fair reporting of the Company's financial condition.
Submission of Complaints
Concerns or complaints regarding Accounting Matters are to be submitted in writing to the Chairman of the Audit Committee of the Company at its corporate headquarters by regular or certified mail, marked "Confidential", as follows:
Chairman of the Audit Committee
Gastar Exploration Ltd.
1331 Lamar St., Suite 1080
Houston, TX 77010
With a copy to:
Corporate Secretary, Gastar Exploration Ltd.
% Sara-Lane Sirey,Professional Corporation
888, 900-6th Avenue SW
Calgary Alberta T2P 3K2
Canada
The person submitting a complaint should include a telephone number in the submission at which he or she may be contacted if the person requests contact or if the Audit Committee determines that contact is appropriate.
Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation of the Accounting Matters must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of Accounting Matters. The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment solely based upon any lawful actions of an employee with respect to good faith reporting of concerns or complaints regarding Accounting Matters.
However, any allegations that prove not to be substantiated and which prove to have been made maliciously or knowing to be false will be viewed as a serious disciplinary offense.
Treatment of Complaints
- Upon receipt of a concern or complaint, the Chairman of the Audit Committee will:
- Determine whether the concern or complaint actually pertains to Accounting Matters; and
- Acknowledge receipt of the concern or complaint to the submitter.
- Concerns or complaints relating to Accounting Matters will be reviewed under Audit Committee direction or such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.
- Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee.
- The complainant will be given the opportunity to receive follow-up on their concern within two weeks:
- Acknowledging that the concern was received;
- Indicating how the matter will be dealt with;
- Giving an estimate of the time that it will take for a final response;
- Telling them whether initial inquiries have been made; and
- Telling them whether further investigations will follow, and if not, why not.
Confidentiality
Violations or suspected violations may be submitted on a confidential basis by the complainant. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
Reporting and Retention of Complaints and Investigations
The Corporate Secretary will maintain a log of all concerns or complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for the Audit Committee. Such records shall be retained for a period of not less than five (5) years.
Gastar Exploration Ltd. reserves the right to modify or amend this policy at any time as it may deem necessary to comply with corporate and securities laws.
Adopted, as amended, by the Audit Committee effective December 13, 2007.
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