|Tom LaVoy, Director
Alanco Technologies, Inc. (“Alanco” or the “Company”) recognizes and respects that it has a responsibility to its stockholders for the stewardship of Company assets and resources. Alanco is committed to compliance with the laws and regulations to which it is subject, and to establishing Company policies and procedures to interpret and apply those laws and regulations within all of its operations. The Company's system of internal controls and operating procedures are intended to detect and to prevent or deter improper or illegal activities. To insure a safe and confidential environment and to comply with the terms of the Sarbanes-Oxley Act, Alanco has established this Whistleblower Protection Policy (the “Policy”) to assist in the reporting of any improper financial procedures.
It is Alanco's policy to support and encourage its employees to report and disclose improper or illegal activities, and to fully investigate such reports and disclosures. It is also Alanco's policy to address any complaints that allege acts or attempted acts of interference, reprisal, retaliation, threats, coercion or intimidation against employees who report, disclose or investigate improper or illegal activities and to protect those who come forward to report such activities.
This Policy governs the reporting and investigation of improper or illegal activities at Alanco, as well as the protection afforded to those Alanco employees who report them (the “Whistleblowers”). This Policy DOES NOT apply to or change the Company's policies and procedures for individual employee grievances or complaints relating to job performance, terms and conditions of employment or sexual harassment which will continue to be administered and reviewed by Alanco's Human Resources Department.
Reporting Improper or Illegal Activities
To provide an easily accessible, anonymous process whereby persons can report complaints or concerns of improper or illegal activities relating to financial impropriety of the Company without threat of retaliation, Alanco has established the following alternatives. Individuals are welcome to self identify, but it is not a requirement of the policy, and the process is designed to be highly confidential.
- Call 480-948-3118. This hotline is forwarded directly to an independent member of Alanco’s Audit/Corporate Governance Committee, Tom LaVoy, at his place of employment.
- Send an e-mail directly to Mr. LaVoy at firstname.lastname@example.org. For ease of identification, please mark the e-mail subject as “Alanco Whistleblower.”
- Report to Mr. LaVoy via mail sent to:
c/o IsoRay, Tom LaVoy
350 Hills Street, Suite 106
Richland, WA 99354-5411
Reports should be factual rather than speculative or conclusory, and contain as much specific information as possible to allow for proper assessment and urgency of investigative procedures. The motivation of a whistleblower in making a report is irrelevant to the consideration of the validity of the allegations. However, the intentional filing of a false report is itself considered an improper activity that the Company has the right to act upon.
To the extent possible within the limitations of law and policy and the need to conduct a competent investigation, confidentiality of whistleblowers will be maintained. Whistleblowers who chose to identify themselves are cautioned that their identity may become known for reasons outside of the control of the investigators. Similarly, the identity of the subject(s) of the investigation will be maintained in confidence with the same limitations.
Roles, Rights, Responsibilities and Protection of Whistleblowers
1. Compliance with laws, rules and regulations
All employees and directors must respect and obey all laws that apply to our business, including state and local laws in the areas in which the Company operates. Any questions as to the applicability of any law should be directed to the Company’s General Counsel.
If a law conflicts with a policy in this Code, employees and directors must comply with the law. If a local custom or policy conflicts with a policy in the Code, employees and directors must comply with the Code.
2. Insider trading
The Company has a securities trading policy and all employees and directors must abide by its terms. This policy, among other things, provides that employees and directors may not buy or sell shares of the Company when they are in possession of material, non-public information. They also are prohibited from passing on such information to others who might make an investment decision based on it.
Employees and directors also may not trade in stocks of other companies about which they learn material, non-public information through the course of their employment or service. Any questions as to whether information is material or has been adequately disclosed should be directed to the Company’s General Counsel.
3. Conflicts of interest
A conflict of interest occurs when the private interest of an employee or director interferes or appears to interfere in any way with the interests of the Company. Conflicts of interest can occur when an employee or director takes action or has interests that could reasonably be expected to make it difficult to make objective decisions on behalf of the Company or to perform his or her duties effectively. Conflicts of interest also arise when an employee or director, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company. An employee or director will not be deemed to have a conflict of interest solely on the basis of his service on the board of directors of a company, or other involvement with a company that is under common ownership, or has a business relationship, with the Company, provided such relationship or involvement is fully disclosed to the Company.
Conflicts of interest are prohibited as a matter of corporate policy, unless such conflicts are fully disclosed to the Company’s Board of Directors, and if a director has the potential conflict, such director does not vote on any matter related to the potential conflict. Any employee or director who becomes aware of a conflict or potential conflict, or who has a question about whether a conflict exists, should bring it to the attention of the Company’s General Counsel or the Company’s Chief Executive Officer.
4. Corporate opportunities
Employees and directors are prohibited from taking for themselves personally any opportunities that arise through the use of corporate property, information or position and from using corporate property, information or position for personal gain. Employees and directors are further prohibited from competing with the Company directly or indirectly. Employees and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
Employees and directors may learn information about the Company that is not known to the general public or to competitors. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers if disclosed, or information that associates of the Company have entrusted to it.
Employees and directors must maintain the confidentiality of information entrusted to them by the Company or its associates, except when disclosure is authorized or legally mandated. This obligation to protect confidential information does not end when an employee or director leaves the Company. Any questions about whether information is confidential should be directed to the Company’s General Counsel.
6. Fair dealing
Each employee and director shall endeavor to deal fairly with the Company’s shareholders, competitors, suppliers and employees. No employee or director shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair practice.
7. Protection and proper use of Company assets
Theft, carelessness and waste have a direct impact on the Company’s profitability. Employees and directors have a duty to safeguard Company assets and ensure their efficient use. Company assets should be used only for legitimate business purposes, and employees and directors should take measures to ensure against their theft, damage, or misuse.
Company assets include intellectual property such as trademarks, business and marketing plans, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information is a violation of Company policy.
All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the matters to which they relate and must conform both to applicable legal requirements and to the Company’s system of internal controls. All assets of the Company must be carefully and properly accounted for. The making of false or misleading records or documentation is strictly prohibited.
The Company complies with all laws and regulations regarding the preservation of records. Records should be retained or destroyed only in accordance with the Company’s document retention policies. Any questions about these policies should be directed to the Company’s General Counsel.
9. Interaction with public officials
When dealing with public officials, employees and directors must avoid any activity that is or appears illegal or unethical. The giving of gifts, including meals, entertainment, transportation, and lodging, to government officials in the various branches of U.S. government, as well as state and local governments, is restricted by law. Employees and directors must obtain pre-approval from the Company’s General Counsel before providing anything of value to a government official or employee. The foregoing does not apply to personal lawful political contributions.
In addition, the U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. Illegal payments to government officials of any country are strictly prohibited.