IMAX CORPORATION PROTOCOL FOR REPORTING SUSPECTED VIOLATIONS OF THE IMAX CODE OF ETHICS (Whistle Blower Program) November 2004 (updated February 2012)
PROTOCOL FOR REPORTING SUSPECTED VIOLATIONS OF THE IMAX CODE OF ETHICS All officers, directors, employees and independent contractors of IMAX Corporation ( IMAX or the Company ) and its affiliates are expected and encouraged to report a suspected violation under the IMAX Code of Ethics (the Code ). An employee may discuss any concerns related to a suspected violation of the Code without fear of discrimination or retaliation. This is the approved statement of protocol and has been approved by the Board of Directors of the Company. In approving this protocol, it is the Board s intention that the establishment of formal procedures for encouraging, receiving and handling complaints serves to facilitate disclosure, encourage proper individual conduct and alert the Audit Committee, where appropriate, to potential problems before serious consequences arise. 1. REPORTING VIOLATIONS The Code articulates various corporate policies on issues such as dealing with public officials and conflicts of interests, insider trading, disclosure of confidential information, privacy, etc. If you have witnessed or experienced any conduct you believe violates any policy or statement in the Code or if you know of a violation or possible violation of a policy in the Code or any other policy or applicable law, rule or regulation, you are required to report such information promptly using the reporting procedures described below. In addition, you are also required to report any suspected impropriety in the financial reporting of the Company, including the following activities: (a) (b) (c) 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; 2
(d) (e) misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company; and deviation from full and fair reporting of the Company s financial situation. Early reporting and intervention are the most effective methods of resolving actual or perceived violations of the policies in the Code and financial impropriety. Therefore, while a fixed reporting period has not been established, we strongly urge you to report complaints or concerns as soon as possible so that rapid and constructive action can be taken. The Company treats reports of violations of the Code very seriously and will follow-up on all reports made. We have established the following employee reporting procedures to offer you numerous paths by which to report conduct that violates our policies. You should feel free to use whichever method of reporting you feel most comfortable with. 1. All reports relating to financial or accounting matters or fraud must be made by calling the IMAX Hotline at 1-(866)-294-3656 (if you are calling within Canada or the United States) or (503) 748-0609 (international callers via the international operator in your country, request a collect call) or by logging onto IMAX s secure web-site at www.ethicspoint.com which is also accessible through the IMAX Intranet. These reports may be made anonymously and all reports relating to financial or accounting matters will be brought to the attention of the IMAX Audit Committee. 2. Any reports of suspected violations of the Code may be made at any time through the IMAX Hotline or the secure web-site referred to in paragraph 1 above or alternatively you may make a report directly to IMAX s General Counsel or the Company s Chief Compliance Officer (currently the Deputy General Counsel). 3. If the General Counsel or Chief Compliance Officer are involved in the matter you wish to report on then you may make a report directly to the Chief Executive Officer by sending your message to the following mailbox: ceo@imax.com or to the Chairman of the IMAX Audit Committee by sending your message to the following mailbox: auditcommittee@imax.com. Although reports made through the Hotline and/or secure web-site may be made confidentially, it would be most helpful if you give your name and other pertinent information when making a 3
report because it makes the investigation and resolution of the violations you are reporting more effective and efficient. However, we understand that in certain situations you may prefer to remain anonymous and therefore you may also make an anonymous report. If reporting anonymously, you should give a sufficiently detailed description of the factual basis for the allegations to allow an appropriate investigation. 2. INVESTIGATIONS IMAX will promptly and thoroughly investigate any reports of conduct that may violate the policies in the Code. We will make every reasonable effort to maintain confidentiality throughout the investigation process, to the extent practical and consistent with our obligations and the need to investigate and take appropriate corrective action. In the course of the investigation, it is possible that you will be asked for further information and you must respond truthfully and promptly to all inquiries made by personnel to whom you have made your reports or complaint, and disclose any information that may be pertinent. Once again, you should feel free to do so without fear of reprisal or retaliation. If you have reason to believe that a violation has been committed, or that an investigation by either IMAX or a governmental agency is under way, you must retain all potentially relevant documents (including computer discs, computer tapes, hard drives, audio tapes, e-mails, voicemails, etc.). If you have reason to believe that other individuals have unlawfully destroyed or falsified, or are considering destroying or falsifying, documents that might be relevant to an investigation or any other legal matters, you should report this through the same channel that you have chosen to report the initial concern. 3. TREATMENT AND HANDLING OF REPORTS Any person to whom a report is made in accordance with this Protocol (a Report Recipient ) shall notify the Chief Compliance Officer that a report has been received and shall maintain a log of the reported violation and shall investigate such suspected violation in a timely manner. All reports and investigations shall be kept confidential to the extent possible, consistent with the 4
need to conduct an adequate investigation. The Report Recipient will retain records relating to each suspected violation reported, the actions taken to investigate, and any response to such suspected violation. The Chief Compliance Officer will provide to the Audit Committee a summary of the reports of suspected violations received by him/her during the prior quarter and the results of any investigations. If a violation has occurred that requires immediate attention, the Audit Committee will be informed promptly of this conclusion and the remedial measures being adopted. The Audit Committee shall review and take any action it deems appropriate in its judgment with respect to any suspected violation it is made aware of, including retention of any independent or expert advisors or meeting with officers of the Company. 4. RETALIATION IMAX will not tolerate retaliation against you resulting from your good faith report or because you co-operate with an ongoing investigation of a suspected violation. Retaliation includes discharging, demoting, suspending, harassing, or in any manner discriminating against you as a result of your having made a good faith report under this Protocol. Any such retaliation would be a separate violation of the Code. Please note, however, that you may not submit a bad faith or false report. Any abuse, such as raising a malicious allegation, or one you know to be unfounded, will be dealt with as a disciplinary matter. 5. APPEALS If you have made a report about improper conduct which affects you personally and you have included your name while reporting, an IMAX representative will consult with you as and when appropriate throughout and at the conclusion of the investigation. If you disagree with the outcome in a situation in which you are directly involved, you may appeal to the CEO or to the Chairman of the Audit Committee. 5
6. WAIVER AND DISCLOSURE From time to time, IMAX may deem it appropriate under certain circumstances to waive certain provisions of the Code. Any employee who believes that a waiver may be called for should discuss the matter with his or her Human Resources representative, IMAX s General Counsel or a lawyer in IMAX s Legal Department. Directors should consult IMAX s Corporate Secretary. Ultimately, any waiver of the Code for an employee must be granted by the General Counsel. Only the Board of Directors or a committee thereof may grant a waiver for executive officers or any director and any such waiver will be disclosed to IMAX s shareholders within the time period required by law. 7. DISCIPLINARY ACTIONS IMAX may take disciplinary action, up to and including termination or suspension without pay, against any employee or director who violates a policy contained in the Code. For example, IMAX may discipline: (a) (b) (c) (d) any employee or director who authorizes or participates directly or indirectly in actions which are a violation; any employee or director who withholds information concerning violations, who refuses or fails to cooperate in an investigation, or who wilfully misleads an investigation; the supervisor(s) of any violator, to the extent that the circumstances of the violation reflect inadequate supervision or lack of diligence; or any employee or director who attempts to retaliate, directly or indirectly, or encourages others to do so, against an individual who in good faith reports a violation or suspected violation or against an individual who cooperates with an investigation of such violation. 8. IN CLOSING IMAX expects you to observe the spirit, as well as the letter, of the Code, and this protocol has been designed to make it easier for you to do so. It is our collective responsibility to ensure that the Code is upheld by all employees and we encourage you to come forward with any concerns you may have. Thank you for your help in making IMAX a responsible member of the corporate community and an ethical and safe place to work. 6