Procedures of the Audit Committee of the Board of Directors for Receipt, Retention and Treatment of Complaints
PURPOSE
Introgen Therapeutics, Inc., a Delaware corporation (the "Company"), is committed to promptly investigating and addressing all credible reports of concern regarding the financial integrity of the Company's financial records. This Policy establishes the procedures for reporting, retention and treatment of any suspected or questionable accounting and/or auditing matters, such as possible failure of financial and/or auditing controls; suspected financial fraud; possible material misstatement of the Company's financial records; or similar activities ("Financial Integrity Concern").
SCOPE
The procedures in this Policy apply to all Company employees, shareholders and third parties.
POLICY
- Any Company employee, shareholder or third party who becomes aware of, or suspects, financial activities that raise a Financial Integrity Concern should report the issue promptly as provided below.
- The Company shall not retaliate against any employee who makes a prompt and good faith report of a Financial Integrity Concern or suspected law, policy or procedure violation.
REPORTING PROCEDURE
- The Financial Integrity Concern should be reported promptly, in either written or verbal form, to the Chief Financial Officer or the senior finance person in the relevant business unit or group.
- It is not required that the reporting individual sign or otherwise provide identifying information; however, because it is important to the investigation to have first-hand information, individuals are encouraged to provide contact information.
- In the event the reporting individual believes that (a) the issue is not being addressed, or (b) the Chief Financial Officer and/or the relevant senior finance person are possibly implicated in the issue, the individual should report the matter directly to the Audit Committee of the Board of Directors as follows:
- (i) Prepare a written statement or letter that describes the Financial Integrity Concern in as much detail as possible. Such correspondence may be marked confidential and/or sent anonymously.
- (ii) The written document and any supporting materials must be put in a sealed envelope and addressed to:
Audit Committee of the Introgen Therapeutics, Inc. Board of Directors
c/o Mr. Rodney Varner
Corporate Secretary of Introgen Therapeutics, Inc.
Wilson & Varner, L.L.P.
301 Congress Avenue, Suite 2025
Austin, Texas 78701
The Corporate Secretary will deliver the materials to the Audit Committee.
TREATMENT AND RETENTION OF INFORMATION
- Upon receipt of information pursuant to this policy, the Chairman of the Audit Committee will make an initial assessment of the information (consulting with legal counsel or other advisors if necessary) to determine whether a special meeting of the Audit Committee is warranted under the circumstances. If the Chairman believes a special meeting is warranted, then the Chairman will call such a meeting as soon as practicable. At its next meeting after receipt of the information (whether or not a special meeting is called), the Audit Committee will determine an appropriate course of action with respect to the information.
- The Audit Committee is authorized to engage such legal counsel and other experts as are necessary for the evaluation and investigation of such information.
The Audit Committee will retain information received pursuant to this policy for such period as the Audit Committee determines to be appropriate.
