Adopted by Apifiny Group Inc. Board of Directors on August 13, 2021
This policy addresses the commitment of Apifiny Group Inc. (the “Company’) to integrity and ethical behavior by helping to foster and maintain an environment where employees can act appropriately, without fear of retaliation. This policy is consistent with, and made part of the Company’s Code of Business Conduct. Employees are strongly encouraged to discuss with supervisors, managers or other appropriate personnel, when in doubt, about the best and ethical course of action in a particular situation.
This policy complies with the Sarbanes-Oxley Act of 2002 – Section 301.4 – concerning procedures for making complaints about accounting and auditing directly to the Audit Committee of the Company’s Board of Directors. The procedures facilitate access for employees and related parties to reach the Audit Committee.
The purpose of this policy is to encourage all employees to disclose any wrongdoing that may adversely impact the Company, the Company’s customers, shareholders, employees, investors, or the public at large. This policy also sets forth (i) an investigative process of reported acts of wrongdoing and retaliation and (ii) procedures for reports of questionable auditing, accounting and internal control matters from employees on a confidential and anonymous basis and from other interested third parties.
For purposes of this policy:
- Good Faith. Good faith is evident when the report is made without malice or consideration of personal benefit and the employee has a reasonable basis to believe that the report is true, a report does not have to be proven to be true to be made in good faith. Good faith is lacking when the disclosure is known to be malicious or false.
- Wrongdoing. Examples of wrongdoing include, but are not limited to, fraud, including financial fraud and accounting fraud, violation of laws and regulations, harassment of any kind, violations of Company policies, unethical behavior or practices, endangerment to public health or safety and negligence of duty.
- Adverse Employment Action. Examples of adverse employment action include, but are not limited to, demotion, suspension, termination, transfer to a lesser position, denial of promotions, denial of benefits, threats, harassment or denial of compensation as a result of the employee’s report of wrongdoing, or any manner of discrimination against an employee in the terms and conditions of employment because of any other lawful act done by the employee pursuant to this policy or Section 806 of the Sarbanes-Oxley Act of 2002.
A. General Guidance
This policy presumes that employees will act in good faith and will not make false accusations when reporting of wrongdoing by the Company’s employees. An employee who knowingly or recklessly makes statements or disclosures that are not in good faith may be subject to discipline, which may include termination.
B. Responsibilities of Audit Committee With Respect to Specified Complaints
- The Audit Committee shall receive, retain, investigate and act on complaints and concerns of employees regarding questionable accounting, internal accounting controls and auditing matters, including those regarding the circumvention or attempted circumvention of internal accounting controls or that would otherwise constitute a violation of the Company’s accounting policies (an “Accounting Allegation”).
- Complaints about inappropriate management and employee actions made directly to the Audit Committee or any acts of wrongdoing that may adversely impact the Company will be retained, investigated and acted upon appropriately.
- At the discretion of the Audit Committee, responsibilities of the Audit Committee created by these procedures may be delegated to any member of the Audit Committee or to a subcommittee of the Audit Committee.
C. Procedures for Receiving Accounting Allegations
- Any Allegations of Accounting, inappropriate management and/or employee actions as related to financial matters of the Company, made directly to management, whether openly, confidentially or anonymously, shall be promptly reported to the Audit Committee.
- Allegations made directly to the Audit Committee, whether openly, confidentially or anonymously, shall be reviewed by the Audit Committee, who may, in their discretion, consult with any member of management or employee whom they believe would have appropriate expertise or information to assist the Audit Committee. The Audit Committee shall determine whether the Audit Committee or management should investigate the Accounting Allegation, taking into account the considerations set forth in Section D below.
- If the Audit Committee determines that management should investigate the Accounting Allegation, the Audit Committee will notify the Chief Legal Officer in writing of that conclusion. Management shall thereafter promptly investigate the Accounting Allegation and shall report the results of its investigation, in writing, to the Audit Committee. Management shall be free in its discretion to engage outside auditors, counsel or other experts to assist in the investigation and in the analysis of results.
- If the Audit Committee determines that it should investigate the Accounting Allegation, the Audit Committee shall promptly determine what professional assistance, if any, it needs in order to conduct the investigation. The Audit Committee shall be free in its discretion to engage outside auditors, counsel or other experts to assist in the investigation and in the analysis of results.
D. Considerations Relative to Whether the Audit Committee or Management Should Investigate an Accounting Allegation
In determining whether management or the Audit Committee should investigate an Accounting Allegation, the Audit Committee shall consider, among any other factors that are appropriate under the circumstances, the following:
- Who is the alleged wrongdoer? If an executive officer, senior financial officer or other high management official is alleged to have engaged in wrongdoing, that factor alone may militate in favor of the Audit Committee conducting the investigation.
- How serious is the alleged wrongdoing? The more serious the alleged wrongdoing, the more appropriate that the Audit Committee should undertake the investigation. If the alleged wrongdoing would constitute a crime involving the integrity of the financial statements of the Company, that factor alone may militate in favor of the Audit Committee conducting the investigation.
- How credible is the allegation of wrongdoing? The more credible the allegation, the more appropriate that the Audit Committee should undertake the investigation. In assessing credibility, the Audit Committee should consider all facts surrounding the allegation, including but not limited to whether similar allegations have been made in the press or by analysts.
E. Protection of Whistleblowers
Except as otherwise provided above with respect to confidential and anonymous submissions by employees of concerns regarding questionable accounting, auditing or internal control matters, or inappropriate management and employee actions, to the extent practicable, and consistent with the fair and rigorous enforcement of this policy, the identity of any employee who makes reports pursuant to this policy shall not be revealed to persons in the employee’s department, division or work location. The Company will make good faith efforts to protect the confidentiality of employees making reports; provided, however, the Company or its employees and agents shall be permitted to reveal the reporting employee’s identity and confidential information to the extent necessary to permit a thorough and effective investigation, or required by law or court proceedings. In addition, the Company will not tolerate any effort made by any other person or group, to ascertain the identity of any person who makes a good faith Accounting Allegation and/or complaints about inappropriate management and employee actions, anonymously.
Consistent with the policies of the Company, the Audit Committee shall not retaliate, and shall not tolerate any retaliation by management or any other person or group, directly or indirectly, or take any Adverse Employment Action, against anyone who, in good faith, makes an Accounting Allegation or complaints about inappropriate management and employee actions, provides assistance to the Audit Committee, management or any other person or group, including any governmental, regulatory or law enforcement body, investigating an Accounting Allegation.
The Audit Committee shall retain for a period of seven years all records relating to any Accounting Allegation and to the investigation of any such Accounting Allegation.
G. Procedures for Making Complaints
In addition to any other avenue available to an employee, any employee may report to the Audit Committee, openly or confidentially any Accounting Allegation. Employees who become aware of any wrongdoing or suspected wrongdoing are encouraged to make a report as soon as possible by contacting the Audit Committee. Acts of wrongdoing may be disclosed via email, telephonically or in person. Contact information for the Audit Committee is as follows:
Laurence Charney, Chairman of the Audit Committee, email: firstname.lastname@example.org
The Company also has a toll-free hotline which employees are encouraged to use to report allegations of wrongdoing or unethical business behavior +1 234-564-2711
Allegations so reported will be referred to the contact person on the Audit Committee.