ERHC Energy Inc. (with its controlled subsidiaries, the “Company”) is committed to providing a workplace which is conducive to open discussion of its business practices. It is Company policy to comply with all applicable laws that protect employees against unlawful discrimination or retaliation by their employer as a result of their lawfully reporting information regarding:

  • fraudulent activities within the Company (including wire fraud, mail fraud and bank fraud);
  • violations of the Sarbanes Oxley Act 2002 (SOX) pertaining to fraud against stockholders of the Company;
  • questionable accounting, internal accounting controls or auditing matters of the Company;\
  • conduct by officers or other employees of the Company that violates the Company’s Policies of Ethics, or that causes reports or other public disclosures by the Company that are not full, fair and accurate.

To advance its commitment towards protection of whistleblowers, the Company has adopted this Whistleblower Protection Policy (this “Whistleblower Policy”).


Prohibition of Adverse Employment Action
Neither the Company nor any of its officers, employees, contractors, subcontractors or agents, may take any adverse employment action or in any other manner discriminate against an employee of the Company for engaging in any conduct protected by this Policy. For the purposes of this Whistleblower Policy, “adverse employment action” includes action to discharge, demote, suspend, threaten, harass, or in any other manner discriminate against an employee.

Conduct by the Employee which is protected by this Whistleblower Policy
This Whistleblower Policy protects, from adverse employment action or discrimination of any kind, any employee of the Company who engages in the following conduct: 
  • provides information to or otherwise assists in an investigation by a federal regulatory or law enforcement agency, any member of Congress or committee of Congress, or the Company’s Audit Committee, or any person with supervisory authority over the employee or such other person working for the Company who has the authority to investigate, discover or terminate an employee, (all and any of such persons being hereinafter called an “Authority”) where such information or investigation relates to any conduct that the employee reasonably believes constitutes a violation of federal mail fraud, wire fraud, bank fraud or securities fraud laws, any SEC rule or regulation, or any other federal law relating to fraud against shareholders; or
  • files, testifies, participates in, or otherwise assists in a proceeding relating to alleged violations of any of the federal fraud or securities laws described in (a) above; or
  • complains to an Authority relating to disclosures in reports or other public disclosures by the Company that are not full, fair and accurate; or
  • complains to an Authority relating to conduct by any officer or employee of the Company that violates the Company’s Code of Ethics or any other policy (including but not limited to this Whistleblower Policy) of the Company; or
  • complains to an Authority relating to any questionable accounting or auditing matters including without limitation the following:
    • fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company;
    • fraud or deliberate error in the recording and maintaining of financial records of the Company;
    • deficiencies in or non-compliance with the Company’s internal accounting controls;
    • misrepresentations or false statements to or by a senior officer or accountant of the Company regarding a matter contained in the fundamental records, financial reports or audit reports of the Company;
    • deviation from full and fair reporting of the Company’s financial condition.

Monitoring Compliance and Disciplinary Action

The Company’s management, under the supervision of its Board of Directors or a committee thereof, or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee, shall take reasonable steps from time to time to (i) monitor compliance with the Code of Ethics and all other internal policies of the Company (hereinafter together called the “Policies”), including the establishment of monitoring systems that are reasonably designed to investigate and detect conduct in violations of the Policies and (ii) when appropriate, impose and enforce appropriate disciplinary measures for violations of the Policies.

Disciplinary measures for violations of the Policies may include, but are not limited to, oral or written reprimands, warnings, counselling, probation or suspension with or without pay, demotions, reductions in salary, termination of employment or service and restitution, disciplinary action, including termination.

Management of the Company or the Audit Committee, as the case shall be, shall periodically report to the Board of Directors or a committee thereof on these compliance efforts including, without limitation, periodic reporting of alleged violations of the Policies and the actions taken with respect to any such violation.

Reporting Illegal or Unethical Behaviour

Employees are required to act proactively by asking questions, seeking guidance and reporting suspected violations of the Policies and other policies and procedures of the Company, as well as any violation or suspected violation of applicable law, rule or regulation arising in the conduct of the Company’s business or occurring on the Company’s property. If any Employee believes that actions have taken place, may be taking place, or may be about to take place that violate or would violate the Policies, he or she is obligated to bring the matter to the attention of the Company.

The best starting point for any Employee seeking advice on ethics-related issues or reporting potential violations of the Policies will usually be his or her supervisor. However, if the conduct in question involves his or her supervisor or if the Employee has reported the conduct in question to his or her supervisor and does not believe that he or she has dealt with it properly or if the Employee does not feel that he or she can discuss the matter with his or her supervisor, the Employee should raise the matter, in writing, as follows:

  • accounting, internal controls or auditing matters should be addressed through the Company’s General Counsel to the Chairman of the Audit Committee and, where appropriate, also to the Company’s independent public accountants;
  • all other matters should be addressed to the President of the Company or the Company’s General Counsel.

Procedures for Submitting Concerns about Accounting, Internal Accounting Controls or Auditing Matters

The Company’s Audit Committee is responsible for overseeing treatment of complaints regarding accounting, internal controls or auditing matters. The Audit Committee has established the following procedures for the confidential and anonymous submission of such complaints:

  1. Written Complaints should be sent through the Company’s General Counsel to the Chairman of the Audit Committee and, if appropriate, also to the Company’s independent public accountants;
  2. If the employee prefers, the employee may call a toll-free number that the Company, on the direction of the Audit Committee, has set up for this purpose where the employee may leave a message. That telephone number is (888) 883-1499 and is hosted by TeleSentry LLC, an independent private organization which is not affiliated with the Company and which provides a dedicated toll-free number accessible at all times, providing a confidential way for Employees to report concerns or complaints.
  3. In order to be better able to respond to any information or complaint, the Company would prefer that the Employee identify himself or her self and give the Employee’s telephone number and other contact information when the Employee makes the report. The Employee can be assured that any information will be treated in a confidential manner, except to the extent necessary (a) to conduct a complete and fair investigation, or (b) for review of Company operations by the Company’s Board of Directors, its Audit Committee or the Company’s independent public accountants and the Company’s counsel. However, if the Employee wishes to remain anonymous, it is not necessary that the Employee give the Employee’s name or position in any notification and caller ID will not be activated on the said toll-free number. Whether the Employee provides identification or not, in order that a proper investigation can be conducted, as much information as possible should be provided, sufficient to do a proper investigation, including where and when the incident occurred, names and titles of the individuals involved and as much other detail as can be provided.
    Policy against Retaliation
Without prejudice to the generality of whistleblower protections contained in this Whistleblower Policy, the Company will not permit any negative or adverse actions to be taken against any Employee who in good faith reports a possible violation of the Polices, including any concerns regarding questionable accounting or auditing matters, even if the report is mistaken, or against any Employee who assists in the investigation of a reported violation. Retaliation in any form will not be tolerated. Any act of alleged retaliation should be reported immediately and will be promptly investigated.

Third Party Complaints

A copy of this Whistleblower Policy will be maintained on the Company’s website. Complaints and/or suspected violations may be submitted by third parties such as competitors, vendors and contractors. Be assured that the confidentiality requirements set forth in this Whistleblower Policy do not apply to complaints submitted by third parties not related to the Company.

Adoption by the Board of ERHC

The foregoing Whistleblower Protection Policy was adopted by the Board of Directors of ERHC Energy Inc on the 20 th day of June 2005