OXIS INTERNATIONAL, INC. policy prohibiting retaliation against employees who REPORT QUESTIONABLE accounting AND auditing PRACTICES and confidential complaint procedure
OXIS International, Inc. is committed to promoting compliance with the laws, rules, and regulations that govern its business operations and to encouraging its employees to report unlawful conduct. Below, the Company describes its policy prohibiting unlawful retaliation or discrimination against those who report complaints about the Company’s accounting practices, internal accounting controls, auditing matters or other violations of law or the Company’s Code of Business Conduct (collectively, “Accounting Matters”), and the procedures by which employees may make such complaints confidentially.
1. Policy Prohibiting Unlawful Retaliation or Discrimination
It is the Company’s policy to adhere to all applicable laws protecting its employees against unlawful discrimination or retaliation as a result of their lawfully reporting complaints or participating in investigations regarding the Company’s Accounting Matters. In particular, the Company prohibits any form of unlawful discrimination or retaliation, or taking any adverse action against employees for engaging in the following conduct:
- Providing information or otherwise assisting a federal regulatory or law enforcement agency, any Member or committee of Congress, or any supervisor in an investigation regarding any conduct that the employee reasonably believes violates federal laws relating to securities fraud, any rule or regulation of the Securities and Exchange Commission, or any federal law relating to fraud against shareholders.
- Filing, testifying, participating in, or otherwise assisting in any proceeding relating to an alleged violation of federal or state laws relating to securities fraud, any rule or regulation of the Securities and Exchange Commission, or any federal or state law relating to fraud against shareholders.
- Disclosing information to a government or law enforcement agency that the employee reasonably believes relates to a violation or possible violation of any federal or state law, or reporting a violation of the Company’s Code of Business Conduct.
2. Procedure For Submitting Complaints
Employees may submit complaints, concerns, and information regarding Accounting Matters, corporate fraud, or violations of federal or state law by the Company or its agents, using one of the methods listed below. All such submissions regarding Accounting Matters, corporate fraud, or violations of federal or state law may be made anonymously and shall be treated as confidential.
1. Complaints to the Corporate Compliance Officer: The Company has designated its Secretary to serve as the Company’s Corporate Compliance Officer. In that capacity, he will administer the policy described above by receiving, processing, and assisting in resolution of complaints submitted by employees. Employees who have complaints, concerns, and information regarding Accounting Matters, corporate fraud, or violations of federal or state law committed by the Company or its agents, or who wish to report questionable accounting or auditing practices may submit a complaint to the Corporate Compliance Officer directly. The Corporate Compliance Officer may be contacted as follows:
By mail at: Ken Eaton
Oxis International, Inc.
468 N. Camden Drive 2nd Floor
Beverly Hills, CA 90201
By e-mail at: gpost@oxis.com
Or by telephone at: (310) 860-5184
Employees may anonymously submit their concerns by U.S. Mail or otherwise to the Corporate Compliance Officer, the Company’s Chief Executive Officer, or other Executive Officer of the Company. Concerns may include without limitation complaints, information regarding Accounting Matters, corporate fraud, or violations of federal or state law committed by the Company or its agents. Concerns may also include questionable accounting or auditing procedures. Complaints submitted through this confidential process that involve the Company’s accounting, auditing, or internal auditing controls and disclosure practices will be presented to the Audit Committee of the Board of Directors by delivery to the Chairman of the Audit Committee. Such complaints should be factual rather than speculative or conclusive, and contain as much specific information as possible to allow for proper assessment of the nature, extent and urgency of the reported matter. Anonymous procedures are being provided so that the Company’s employees may disclose genuine concerns without feeling threatened. Employees who make anonymous complaints should know, however, that such complaints might be very difficult to investigate and to pursue without the ability to follow up with the employee to gain additional information. In addition, the determination of whether, and to what extent, a matter is to be investigated shall be determined by the Audit Committee and the Corporate Compliance Officer.
2. Complaints to Supervisors Employees are encouraged to discuss issues and concerns of the nature covered by this policy with their supervisors. Employees may also submit a complaint to their supervisor regarding a violation or potential violation of the laws or regulations discussed in this policy. To the extent employees prefer not to discuss these matters with a supervisor, they may instead submit a complaint using the procedure described above.
Employees who believe that they have been subjected to any conduct that violates this policy may file a complaint using the procedures outlined in subsections A or B above. Any employee who unlawfully discriminates or retaliates against any other employee as a result of his or her protected actions as described in this policy may be subject to corrective action, up to and including immediate termination. However, employees who file reports or provide evidence that they know to be false or without a reasonable belief in the truth and accuracy of such information will not be protected by this policy and may be subject to corrective action, up to and including immediate termination.