Whistleblower Policy
This Policy is a supplement to the Code and is intended as a control to help safeguard the integrity of the Company’s financial reporting and business dealings by supporting adherence to the Code, including the reporting of Concerns, protecting employees who report Concerns in good faith and setting out procedures for the receipt, retention, and treatment of documents relating to reported Concerns.
Whistleblower Policy
Types of Concerns to Be Reported
All employees have a responsibility to report Concerns, including Concerns reported by external parties such as customers and suppliers, and to cooperate with the investigation of reported Concerns. This Policy deals with Concerns related to the following areas:
Financial Reporting and Disclosure
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examples include falsification or destruction of business or financial records; misrepresentation or suppression of financial information; non-adherence to internal accounting and financial reporting policies/controls/procedures, including management over-rides; auditor independence concerns; and violations of applicable laws and regulations, including the rules and regulations of the China Securities Regulatory Commission (the "CSRC") and the U.S. Securities and Exchange Commission (the "SEC"), relating to accounting and accounting and auditing controls and procedures.
Fraudulent Activity
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examples include theft; misappropriation of money or property; unlawful or improper payments; and fraud against investors, securities fraud and fraudulent statements to the CSRC and the SEC or the investing public.
Breaches of the Code and Other Compliance Policies
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examples include insider trading; market manipulation; corrupt practices, including giving or receiving bribes or kickbacks or other improper benefits;conflicts of interest concerns; illegal, deceptive or anti-competitive sales practices; violations of applicable laws and regulations; and non-compliance with internal compliance policies.
Retaliation or Retribution Against an Employee Who Reports a Concern
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examples include statements, conduct or actions involving discharging, demoting, suspending, threatening, harassing or in any other manner discriminating against an employee who reports a Concern in good faith in accordance with this Policy.
Reporting and Enforcement
If you know of or suspect a violation of this Code, immediately report the conduct to your supervisor. Your supervisor will contact the Compliance Officer, who will work with you and your supervisor to investigate the matter. If you do not feel comfortable reporting the matter to your supervisor, or you do not get a satisfactory response from your supervisor, you may contact the Compliance Officer directly. You may also report known or suspected violations of the Code to the Company at the Speak-Up Page.
Employees making a report need not leave their name or other personal information. Reasonable efforts will be used to conduct the investigation that follows from the report in a manner that protects the confidentiality and anonymity of the employee submitting the report. All reports of known or suspected violations of this Code will be handled sensitively and with discretion. Your supervisor, the Compliance Officer and the Company will protect your confidentiality to the extent possible, consistent with applicable law and the Company’s need to investigate your report.
It is Company policy that any employee who violates this Code will be subject to appropriate disciplinary action, which may include termination of employment. Any disciplinary action will be based upon the facts and circumstances of each particular situation. An employee accused of violating this Code will be given an opportunity to present his or her version of the events at issue prior to any determination of appropriate disciplinary action. Employees who violate the law or this Code may expose themselves to substantial civil damages, criminal fines and prison terms. The Company may also face substantial fines and penalties and damage to its reputation and standing in the community. Your conduct as a representative of the Company, if it does not comply with the law or this Code, can result in serious consequences for both you and the Company.
All employees have a duty to report any known or suspected violation of this Code, including any violation of the laws, rules, regulations, or policies that apply to the Company.
If you witness or experience issues in the following areas, please reach out.
- Public procurement
- Financial services, products, and markets
- Product safety and compliance
- Transport safety
- Protection of the environment
- Radiation protection and nuclear safety
- Food and feed safety, animal health and welfare
- Public health
- Consumer protection
- Protection of privacy and personal data
It also applies to breaches relating to Union competition rules, breaches harming the EU's financial interests and, in view of their negative impact on the proper functioning of the internal market, to breaches of corporate tax rules or arrangements whose purpose is to obtain a tax advantage that defeats the object or purpose of the applicable corporate tax law.
Your organization provides a list of incident types that it recommends you choose for your report, and you always have the option of typing in your own incident type.
- Your concern is taken seriously.
- You are treated with dignity and respect.
- You are not required to identify yourself.
- Your communication is confidential.
- Your incident report will be received by Convercent and sent to the individuals deemed appropriate within your organization.
- Your organization handles all incident reports according to its internal investigatory procedures.
- Your concern is addressed, and you are kept informed during the investigation.
- You are contacted when the investigation is complete and informed whether the findings are substantiated or unsubstantiated.
- You will not be retaliated against for good faith reporting.
In all instances, every effort will be made to ensure that information relating to a reported incident is kept confidential and communicated on a need-to-know basis only. Below are the different levels of anonymity you may select:
- Remain completely anonymous: You will not reveal your name or contact information. Your identity is completely protected on the incident report.
- Remain anonymous toward your organization: You are comfortable revealing your name and contact information to Convercent, but not to your organization. Convercent may contact you confidentially to gather additional information about the report yet will not reveal your identity at any time to your organization.
- Share my name and information: You do not care about anonymity. You choose to reveal your name and identity to both your organization and to Convercent.
After you submit it, your incident report will be received by Convercent and sent to the individuals deemed appropriate within your organization. Your organization handles all incident reports according to its internal investigatory procedures.
Your incident report is NOT automatically sent to law enforcement. Only if your organization feels law enforcement should receive a copy, or if the law requires it, will your incident report be submitted to the police.
You should partner with the Ethics & Compliance Office to investigate this conduct. You can report your concern directly to the Office or via the Speak-Up Helpline.
Reporting Channels
There are several channels through which employees may report Concerns. Consideration should be given to the nature of the Concern in choosing the most appropriate channel.
The Company will treat all reported Concerns seriously and deal with them expeditiously. All Concerns may be reported on an anonymous basis. If a Concern is reported anonymously, the identity of the individual reporting the Concern (the“Claimant”) will not be known to the Company.
Important Note: Reporting anonymously can limit the ability of the Company to thoroughly investigate a reported Concern if insufficient information is provided.
The Company’s customers, suppliers and business partners and other external parties may also report Concerns. Concerns reported through the Whistleblower Hotline are automatically directed to the Compliance Officer and the Head of Corporate Audit (the "Primary Recipient").
All significant Concerns, including significant Concerns reported by external parties, will be provided to the Board or Group General Manager by the Primary Recipient, as appropriate, depending on the nature of the Concern, to ensure independent review, investigation and disposition.
The Company has well-established procedures to enable employees to escalate Concerns through the normal chain of communication (i.e., their supervisors and members of the Human Resources Group). This should be the channel of choice for most Concerns, particularly those relating to Human Resources matters.
Jeff Chow
+86 512 689 65968
[email protected]
Germany: 0800.181.2396
Visit the Speak-Up Helpline for a list of global numbers.
Report a concern on the Speak-Up Helpline.
Designated whistleblower mailboxes are located at the Company’s offices and other facilities.
Canadian Solar MSS Iberia, S.L.
Av.del General Perón, 27, 6th Floor, 28020
Madrid, Spain
Canadian Solar EMEA GmbH
Radlkoferstrasse 2, 81373
Munich, Germany
Canadian Solar South Africa (Pty) Ltd.
Letterstedt House, 4th Floor
Newlands on Main, Cnr of Campground and Mains Roads
Newlands, 7700, South Africa
Investigation
Upon receipt of a significant Concern, the Primary Recipient will evaluate the severity of the Concern to determine whether an internal or external investigation is required. The Primary Recipient will then assign the investigation accordingly and maintain oversight of the investigation to ensure appropriate and timely resolution.
Reporting
To the Board or Group General Manager–The results of investigations of all significant Concerns will be reported to the Board or Group General Manager quarterly or more frequently if necessary.
To Executive Management–The results of investigations of all Concerns will be reported to the appropriate senior officers of CSI Solar ("Executive Management") in order to advise them of the disposition and/or to ensure proper resolution of the Concerns.
To the Claimant–The results of investigations of all Concerns will be reported to the Claimant where possible.
Retention of Records
The Company will retain all documents relating to Concerns reported to the Company for at least five years from the date that the Concern was reported, after which the documents maybe destroyed unless the documents may be relevant to any pending or potential litigation, inquiry or investigation, in which case the documents may not be destroyed and will be retained for the duration of the litigation, inquiry or investigation and thereafter as necessary.
Protection from Retaliation
In investigating Concerns, the Company will protect the confidentiality and anonymity of the Claimant to the fullest extent possible, consistent with the need to conduct an adequate review of the Concerns. Important Note: The Company is not obligated to protect the confidentiality and anonymity of external parties (i.e., non-employees)who report Concerns. The Company will protect from retaliation any employee who reports a Concern in good faith in accordance with the methods described in the Code or this Policy.
Retaliation against the employee will not be tolerated.
An employee who retaliates against someone who has reported a violation in good faith is subject to discipline, which could include termination of employment.
Roles and Responsibilities
The role and responsibility of the Group General Manager:
- Approving this policy
- Taking measures to ensure the effective implementation of this policy
- Prohibiting and correcting the non-compliant business activities, investigating for the violator’s responsibility and proposing the disciplinary action in accordance with the authority
The role and responsibilities of the Compliance Officer and/or the Head of Corporate Audit are as follows:
- Developing and maintaining this Policy
- Overseeing the operation and maintenance of the Whistleblower Hotline
- Receiving, investigating and taking action with respect to significant Concerns
- As appropriate, referring Concerns to other departments or Human Resources for handling
- Communicating with employees who have raised concerns
- Reporting to the Board or Group General Manger and Executive Management
- Consolidating, filing and retaining records of all Concerns received together with the status and results of their investigation
The role and responsibilities of Human Resources are as follows:
- Consulting on the development and maintenance of this Policy
- Communicating the Code and this Policy to employees
- Conducting or assisting in the investigation of Human Resources Concerns and reporting the results to the Compliance Officer and/or the Head of Corporate Audit
The role and responsibilities of the Business Units and Executive Management are as follows:
- Communicating and reinforcing the Code and this Policy
- Conducting or assisting in the investigation of Concerns reported through the Chain of Communication or external parties and/or directing them to the Compliance Officer and/or the Head of Corporate Audit for investigation as appropriate
The role and responsibilities of all employees are as follows:
- Complying with the Code and this Policy
- Assisting with the investigation of Concerns when required
Policies and Resources
Intent of Policy
The Code requires all employees to report concerns with respect to violations of the Code (the "Concerns"), including incidents of retaliation against employees who report Concerns in good faith. It is in the interests of all stakeholders of the Company that all Concerns be reported so that they can be properly addressed.
This Policy is a supplement to the Code and is intended as a control to help safeguard the integrity of the Company’s financial reporting and business dealings by supporting adherence to the Code, including the reporting of Concerns, protecting employees who report Concerns in good faith and setting out procedures for the receipt, retention, and treatment of documents relating to reported Concerns.