Whistleblower Policy for
Wesco Aircraft Holdings, Inc.
The following procedures have been adopted by the Audit Committee of the Board of Directors (the "Audit Committee") of Wesco Aircraft Holdings, Inc. (the "Company"), to govern the receipt, retention and treatment of complaints regarding the Company's accounting, internal accounting controls, auditing matters or violations of any state or federal laws or regulations, and to protect the confidential, anonymous reporting of employees concerns regarding questionable accounting or auditing matters and any unlawful activity.
It is the policy of the Company to treat complaints about accounting, internal accounting controls, auditing matters, questionable financial practices or violations of any federal or state laws ("Complaints") seriously and expeditiously.
Subject, to Section III below, employees will be given the opportunity to submit for review by the Company confidential and anonymous Complaints, including without limitation, the following:
- fraud against investors, securities fraud, mail or wire fraud, bank fraud or fraudulent statements to the Securities and Exchange Commission (the "SEC") or members of the investing public;
- violations of policies related to accounting, internal accounting controls and auditing matters, including without limitation, violations of SEC rules and regulations applicable to the Company;
- violations of the Company's Code of Ethics;
- violations of federal or state securities laws or other laws applicable to the Company;
- intentional error or fraud in the preparation, review or audit of any financial statement of the Company;
- significant deficiencies in or intentional noncompliance with the Company's internal accounting controls; and
- any other activity by an employee, officer or director that is undertaken in the performance of such person's official duties, whether or not that action is within the scope of his or her duties or employment, and that is in violation of any state or federal law or regulation, or constitutes malfeasance, bribery, fraud, misuse of Company property or willful omission to perform his or her duties, or involves gross misconduct.
If requested by the employee, the Company will protect the confidentiality and anonymity of the employee to the fullest extent possible, consistent with the need to conduct an adequate review. Vendors, customers, business partners and other parties external to the Company will also be given the opportunity to submit Complaints; however, the Company is not obligated to keep Complaints from non-employees confidential or to maintain the anonymity of non-employees.
Complaints will be reviewed under the Audit Committee's direction, with oversight by the Company's Chief Legal Officer or other designated Company legal counsel (in each case, "Company Counsel"), or such other persons as the Audit Committee determines to be appropriate.
The Company will abide by all laws that prohibit retaliation against employees who lawfully submit Complaints under these procedures. Any Company employee who in good faith reports incidents described above will be protected from threats of retaliation, discharge or other types of discrimination including compensation or terms and conditions of employment that are directly related to the disclosure of the report. In addition, no employee may be adversely affected because the employee refused to carry out a directive which, in fact, constitutes corporate fraud or is a violation of state or federal law.
In the event that the Company contracts with a third party to handle Complaints or any part of the complaint process, the third party will comply with these policies and procedures.
Receipt of Complaints
1. Website and Telephone Hotline: Any person may anonymously submit a Complaint on the Company’s anonymous reporting website at www.wesco.ethicspoint.com or by calling (866) 827-0592 (for employees in the United States and Canada). Employees working in countries outside of the United States and Canada may obtain a toll-free reporting number and dialing instructions by accessing www.wesco.ethicspoint.com or the EU Intranet website. Subject to local applicable law, employees submitting this information need not leave their name or other personal information, however we encourage you to provide your details as this will assist the investigation of the Complaint. Reasonable efforts will be used to conduct the investigation that follows from a Complaint from an employee in a manner that protects the confidentiality and anonymity of the employee submitting the Complaint. The Complaint should include the following information:
- If an employee, the division of the Company in which the employee works and, if a non-employee, where such person is employed or such person's relationship to the Company; and
- Any relevant information concerning the allegations. Reporting employees should refrain from (i) obtaining evidence for which they do not have a right of access and (ii) conducting their own investigative activities.
2. Written Complaints: Any person may submit a written Complaint to either the Audit Committee or the Chief Legal Officer at the following address: 27727 Avenue Scott, Valencia, CA 91355. Employees submitting this information need not provide their name or other personal information and reasonable efforts will be used to conduct the investigation that follows from a Complaint from an employee in a manner that protects the confidentiality and anonymity of the employee submitting the Complaint.
Treatment of Complaints
1. A Complaint made under these procedures shall be directed to the Company Counsel who shall report directly to the Audit Committee on such matters. Within 10 business days of receipt of any Complaint, the Company Counsel shall deliver notice to the Audit Committee of such receipt.
2. Company Counsel or the Audit Committee shall review the Complaint, and may investigate or may assign another employee, outside counsel, advisor, expert or third-party service provider to investigate or assist in investigating the Complaint. Company Counsel or the Audit Committee may direct that any individual assigned to investigate a Complaint work at the direction of or in conjunction with Company Counsel, Audit Committee or any other attorney in the course of the investigation.
3. Unless otherwise directed by Company Counsel or the Audit Committee, the person assigned to investigate will conduct an investigation of the Complaint and report his or her findings or recommendations to the Company Counsel or the Audit Committee. If the investigator is in a position to recommend appropriate disciplinary or corrective action, the investigator also may recommend disciplinary or corrective action.
4. If determined to be necessary by Company Counsel or the Audit Committee, the Company shall provide for appropriate funding, as determined by Company Counsel or the Audit Committee, to obtain and pay for additional resources that may be necessary to conduct the investigation, including without limitation, retaining outside counsel and/or expert witnesses.
5. At least once per each calendar quarter and whenever else as deemed necessary, Company Counsel shall submit a report to the Audit Committee and any other member of Company management that the Audit Committee directs to receive such report, that summarizes each Complaint made within the last 12 months and shows specifically: (a) the complainant (unless anonymous, in which case the report will so indicate), (b) a description of the substance of the Complaint, (c) the status of the investigation, (d) any conclusions reached by the investigator and (e) findings and recommendations.
6. At any time with regard to any Complaint, Company Counsel or the Audit Committee may specify a different procedure for investigating and treating such a Complaint, such as when the Complaint concerns pending litigation.
Access to Reports and Records and Disclosure of Investigation Results
All reports and records associated with Complaints are considered confidential information and access will be restricted to members of the Audit Committee, the Company's legal department, employees of the Company or outside counsel involved in investigating a Complaint as contemplated by these procedures. Access to reports and records may be granted to other parties at the discretion of the Audit Committee.
Complaints and any resulting investigations, reports or resulting actions will generally not be disclosed to the public except as required by any legal requirements or regulations or by any corporate policy in place at the time.
Retention of Records
Unless provided for otherwise by local law, all Complaints and documents relating to such Complaints made through the procedures outlined above may be retained for up to ten years from the date of the complaint, after which the information may be destroyed unless the information may be relevant to any pending or potential litigation, inquiry or investigation, in which case the information may not be destroyed and must be retained for the duration of that litigation, inquiry or investigation and thereafter as necessary.
III. REPORTING FROM EUROPE OR ABOUT INCIDENTS IN EUROPE
Please refer to the additional notice provided by the Company, which is provided to you on www.wesco.ethicspoint.com if a Complaints is made from Europe or a Complaint relates to an incident that took place in Europe. This additional notice sets out restrictions on what issues can be reported, how data collected through the hotline will be processed as required under European Data Protection laws and the rights and obligations in relation to the reporter’s personal data and the personal data of third parties that may be submitted through the hotline.