1.- Compliance Program for ATLAS
ATLAS is committed to conducting its business ethically and in compliance with all applicable laws, regulations, guidelines, and policies.
In keeping with that commitment, ATLAS is committed to put their best efforts to develop and implement a comprehensive Compliance Program prior to December 31st, 2016.
2.- Mission of the Compliance Program
The mission of the Compliance Program is to:
- (a) prevent, detect, and correct violations of law and Company policy and procedures;
- (b) assure the establishment of compliance-related policies and procedures for business operations;
- (c) assure development of training and other programs designed to educate employees regarding applicable policies, procedures and standards;
- (d) implement a mechanism to evaluate the effectiveness of essential elements of the Compliance Program;
- (e) implement a mechanism for internal reporting of questionable or inappropriate activities to enable timely investigation and resolution;
- (f) assure appropriate corrective action is taken to prevent recurrence of misconduct.
3.- Elements of The Compliance Program
According to the development of the Company, ATLAS may establish a:
- Compliance Officer
- Compliance Committee (if appropriate)
3.1.- The Compliance Officer
The Compliance Officer, among others powers,
- shall be responsible for overseeing the administration and implementation of the Compliance Program and will report periodically on Compliance Program operations to, among others, the Board of Directors and the Company Compliance Committees;
- shall be vested with the authority to direct and implement compliance-related change in the organization as necessary and has the authority to exercise independent judgment in assessing compliance-related matters;
- shall have authority to seek advice from independent legal counsel or other outside experts when appropriate;
- shall be authorized to report issues of any kind directly to the Company officers and directors.
3.2.- The Compliance Committee
If appropriate, the Company will establish one or more Compliance Committees, which meet periodically. The mission of the Compliance Committees will include ensuring the implementation and effectiveness of all components of the Compliance Program, which shall include, among other things:
- Development and implementation of compliance-related policies, standards, and procedures in all areas of the business;
- Development and implementation of training and other programs designed to educate Company employees regarding applicable laws, rules, regulations, policies, procedures, and standards (collectively, “Requirements”);
- Development and implementation of auditing, monitoring, and other controls and processes designed to prevent, detect, and correct violations of applicable Requirements;
- Development and implementation of mechanisms for internal reporting of questionable or inappropriate activities and timely investigation and resolution of such instances;
- Development and implementation of corrective and disciplinary action to address and prevent recurrence of misconduct or non-compliance.
The Compliance Committees also shall provide advice, counsel, and support to the Compliance Officer, who shall have day-to-day oversight responsibilities for the Compliance Program.
4.- Compliance Related Policies
As part of its commitment to the highest ethical standards of business conduct, the Company will implement corporate standards and requirements that may be consistent with that obligation and are specific to the Company’s operations and the evolving business and regulatory environment.
The Company expects employees at all levels of the organization to comply with the Compliance Program, the Company’s policies and procedures, and all applicable laws. An employee who violates these standards will be subject to appropriate disciplinary action, up to and including termination.
5.- Training and Educational Programs
A critical component of any Compliance Program is the training and education of employees concerning their general ethical obligations and their specific obligations to comply with Company policies and procedures and with all applicable laws and regulations. The Company is committed to implement training programs to educate employees on compliance matters, on new and existing compliance policies, and on the standards and procedures applicable to their job functions.
New employees will receive compliance training as part of their initial training; employees receive on-going compliance training on a routine and periodic basis.
The Company is committed to implement additional training for the entire Company or particular departments and/or business units on an as-needed basis.
6.- Communicating Compliance Issues and Concerns
The Company is committed to fostering an environment in which the open communication regarding questions about the Company compliance policies and procedures or concerns about suspected improper business practices.
Any employee who has concerns about a particular activity that the employee feels may violate policies or the law is required to report such concerns. Employees are encouraged to ask questions about compliance issues or make reports of potentially problematic conduct to their managers or the Compliance Officer.
The Compliance Program will expressly prohibit retaliation or retribution against any employee for making any good faith report of suspected misconduct or improper behaviour.
7.- Monitoring, Auditing, and Investigations
The Compliance Program will include activities designed to monitor and audit compliance with the Company’s policies and procedures. The Compliance Officer will oversee and/or coordinate systems for periodic monitoring and auditing.
On a periodic basis, but not less than annually, the Compliance Officer will improve an audit plan, recognizing that the nature and frequency of reviews depends upon a variety of factors. A variety of internal and external auditing resources may be used to conduct periodic monitoring and auditing. The U.S. Compliance Officer will work with relevant internal experts and management to evaluate audit findings and will ensure the implementation of any corrective action deemed necessary as the result of audits or routine monitoring activities.
The Compliance Officer (or designee) will review and evaluate concerns communicated to determine whether further investigation is required of activities that may be inconsistent with the Compliance policies or procedures, or any provision of the Compliance Program or applicable law.
The Compliance Officer may, as required, request assistance from the members of the Compliance Committees or outside experts to conduct an investigation, depending on the nature of the alleged misconduct. Investigations shall be conducted confidentially to the greatest extent possible and with every effort to respect the rights of all concerned.
8.- Corrective Action and Discipline
If would be determined, after investigation, that noncompliant conduct occurred, the matter shall be forwarded to the appropriate parties for corrective and/or disciplinary action. Such response and disciplinary action may include (but is not limited to):
- terminating or otherwise disciplining the employee(s) involved;
- disciplining supervisors in accordance with the facts for failure to supervise adequately and control the behaviour of the employee(s);
- revising guidelines, policies, and procedures or any function of the Compliance Program to prevent the reoccurrence of misconduct in the area;
- or increasing auditing and monitoring procedures.
9.- Updating the Compliance Program
From time to time, the Company shall amend its Compliance Program. The Compliance Committees shall review all changes suggested by the Compliance Officer, members of the Compliance Committees, or other Company personnel.
The Compliance Officer shall be responsible for communicating changes in the Compliance Program to Company employees in a timely manner.