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What is whistleblowing?

Employees are usually the first to know when something is going seriously wrong. A culture of turning a blind eye to such problems means that the alarm is not sounded and those in charge do not get the chance to take action before real damage is done. Whistleblowing can therefore be described as attracting management’s attention to information about potentially illegal and/or underhanded practices or wrongdoings.

What is wrongdoing?

Wrongdoing involves any unlawful or illegal behavior, as well as violation of codes, policies and instructions of Tobii Dynavox. It can include:

  • An unlawful act, whether civil or criminal
  • Breach of the Company’s Statement of Values
  • Breach of or failure to implement or comply with any Company policy
  • Corruption
  • Knowingly breaching local laws or regulations of any country
  • Unprofessional conduct or conduct that does not comply with established standards of practice
  • Questionable accounting, fraud or auditing practices
  • Misrepresentation or false statements regarding a matter contained in the Company’s financial records, financial statements, audit reports or any filings made with the authorities
  • Dangerous practices likely to cause physical harm or damage to a person or to property
  • Failure to rectify, or to take reasonable steps to report, a matter likely to give rise to a significant and avoidable cost or loss to the Company
  • Abuse of power or authority for any unauthorized or ulterior purpose
  • Unfair discrimination such as discrimination based on age, race, gender, religion, sexual orientation, marital or parental status, political opinion or ethnic background in the course of the employment or provision of services
  • Conflicts of interest

This list does not contain all potential wrongdoings. It is only intended to give an indication of the kind of conduct which might be considered wrongdoing.

Who is protected?

Any employee who makes a disclosure or raises a concern under this Policy will be protected if the employee:

  • Discloses the information in good faith
  • Believes it to be substantially true
  • Does not act maliciously nor make false allegations
  • Does not seek any personal or financial gain

Procedures for making complaints

Reporting by employee

In addition to any other avenue available, any employee may, at their sole discretion, report to the Audit Committee or Chief Financial Officer, openly, confidentially or anonymously, any Accounting Allegation, Legal Allegation or Retaliatory Act in writing to Tobii Dynavox AB, Attn: Chief Financial Officer, Löjtnantsgatan 25, 115 50 Stockholm, Sweden or via e-mail to whistleblower@tobiidynavox.com or to the Chairman of the Audit Committee who can be reached at asa.hedin@ashpartners.com or by regular mail to Åsa Hedin, Morabergsvägen 27, 133 33 Saltsjöbaden, Sweden.

Reporting by others

Any other interested party may report to the Audit Committee or Chief Financial Officer any Accounting Allegation, Legal Allegation or Retaliatory Act. Any such Report must be accompanied by the name of the person submitting the Report.

The Report

The Reports should be factual and should contain as much specific information as possible to allow for proper assessment and to support the commencement of an investigation. This may include for example, the names of individuals suspected of violations, the relevant facts of the violations, how the Complainant became aware of the violations, any steps previously taken by the Complainant and who may be harmed or affected by the violations. To the extent possible, an estimate of the misreporting or losses to the Company as a result of the violations should also be included.

Treatment of reports received by the Chief Financial Officer

Obligation of the CFO

All Reports sent to the Chief Financial Officer must promptly undergo an initial review by the Chief Financial Officer, who must:

a. promptly forward to the Audit Committee any Report involving the Company’s senior officials or having an actual or potential misreporting or loss to the Company that could have a material adverse effect on the Company’s reputation or financial statements and

b. promptly determine whether to commence an investigation of all other Reports

The Financial Officer may, in his/her reasonable discretion, determine not to commence an investigation if the Report contains only unspecified or broad allegations of wrongdoing without appropriate informational support, or if the Report is not credible. This decision shall be reported to the Audit Committee at its next ordinary meeting and shall, to the extent appropriate, be made known to the Complainant who submitted the Report. The Audit Committee may, however, not accept this decision, in which case it will determine whether the Audit Committee or the Chief Financial Officer will investigate the Report, taking into account the factors described below. If the Chief Financial Officer determines that an investigation must be conducted, he/she will promptly commence the investigation. The Chief Financial Officer shall also promptly investigate other Reports as requested in writing by the Audit Committee. The Chief Financial Officer shall report the findings of the investigations conducted pursuant to this Section to the Audit Committee.

Cautions in consultations

The Chief Financial Officer may consult with any member of management who is not the subject of an accounting allegation, legal allegation or retaliatory act included in the Report and who may have appropriate expertise to provide assistance in connection with the investigation of the Report. The Chief Financial Officer may also engage independent accountants, counsel or other experts to assist in the investigation of Reports and analysis of results, if necessary or appropriate.

Reporting obligation of the CFO

The Chief Financial Officer shall, at every Audit Committee’s ordinary meeting, present a summary of all the Reports received by, or forwarded to the CFO (including those Reports that the CFO decided not to investigate) and all the material developments, findings and conclusions of investigations since the previous meeting. The Audit Committee may or may not accept such findings and conclusions. The Chief Financial Officer shall provide such additional information regarding any Report or investigation as may be requested by the Audit Committee.

Treatment of reports received by, or forwarded to the Audit Committee

Obligation of the Audit Committee

All Reports received directly by the Audit Committee or pursuant to the above must promptly undergo a review by the Audit Committee: The Audit Committee may, in its reasonable discretion, determine not to commence an investigation if: a. Report contains only unspecified or broad allegations of wrongdoing without appropriate informational support or the Report is not credible. This decision shall, to the extent appropriate, be made known to the Complainant who submitted the Report. b. If the Audit Committee determines that an investigation should be conducted, the Audit Committee shall determine whether the Audit Committee, the Chief Financial Officer or another member of management should investigate the Report, taking into account, among other factors that are appropriate under the circumstances, the following: i. Who is the alleged wrongdoer? If an executive officer, senior financial officer or other high management official is alleged to have engaged in wrongdoing, that factor alone may indicate that the Audit Committee should conduct the investigation. ii. How material is the misreporting or loss? The more material the misreporting or loss to the Company, the more appropriate it may be that the Audit Committee should conduct the investigation. iii. How serious is the alleged wrongdoing? The more serious the alleged wrongdoing, the more appropriate it may be that the Audit Committee should undertake the investigation. If the alleged wrongdoing would constitute a crime involving the integrity of the financial statements of the Company or would have a material adverse effect on the Company’s reputation or financial statements, that factor may indicate that the Audit Committee should conduct the investigation. iv. How credible is the allegation of wrongdoing? The more credible the allegation, the more appropriate it may be that the Audit Committee should undertake the investigation. In assessing credibility, the Audit Committee should consider all facts surrounding the allegation.

Investigations

If the Audit Committee determines that the Chief Financial Officer or another member of management should investigate the Report, the Audit Committee will notify the Chief Financial Officer or such member of management, as the case may be, in writing of that conclusion. The Chief Financial Officer or such member of management, as the case may be, shall thereafter promptly investigate the Report and shall report the results of the investigation to the Audit Committee. In the other cases, the Audit Committee shall promptly investigate the Report.

Cautions in consultations

The Audit Committee may consult with any member of management who is not the subject of an accounting allegation, legal allegation or retaliatory act included in the Report and who may have appropriate expertise to provide assistance. The Audit Committee may also engage independent accountants, counsel or other experts to assist in the investigation of Reports and analysis of results.

Results of investigation

Actions by the Audit Committee and/or CFO

Upon completion of the investigation of a Report: a. the Audit Committee, the Chief Financial Officer or such other member of management, as the case may be, will take such prompt an appropriate corrective action, if any, as in their judgment is deemed warranted; and b. the Audit Committee or the Chief Financial Officer, as the case may be, will contact, to the extent appropriate, each Complainant who files a Report to inform them of the results of the investigation and what, if any, corrective action was taken.

Information to the complainant

Where alleged facts disclosed pursuant to this policy are not substantiated, the conclusions of the investigation shall, to the extent appropriate, be made known to the Complainant who made the Report.

No risk for reports in good faith

No action will be taken against any Complainant who makes a Report in good faith, even if the facts alleged are not confirmed by subsequent investigation. However, if, after investigation, a Report is found to have been made for clear malicious or frivolous reasons, the employee who made the Report could be subject to disciplinary action.

Communication to employees and other interested parties

The Company must disclose to employees in the Tobii Dynavox Code of Business Conduct and Ethics that employees may, in their discretion, report to the Audit Committee or Chief Financial Officer, openly, confidentially or anonymously, an Accounting Allegation, Legal Allegation or Retaliatory Act. The Company must disclose on the Company’s web site that interested parties may report to the Audit Committee or Chief Financial Officer an accounting allegation, legal allegation or retaliatory act.

Protection of whistleblowers

Neither the Company, the Audit Committee nor any Director, officer, employee, contractor, subcontractor or agent of the Company will discharge, demote, suspend, threaten, harass, directly or indirectly, or in any other manner discriminate or retaliate against any person who, in good faith, makes a Report or otherwise assists the Audit Committee, management or any other person or group, including any governmental, regulatory or law enforcement body, in investigating a Report. These prohibitions also apply to the Company’s subsidiaries and affiliates whose financial information is included in the consolidated financial statements of the Company.

Confidentiality

Unless necessary to conduct an adequate investigation or compelled by judicial or other legal process, neither the Company, the Audit Committee nor any Director, officer or employee of the Company shall (i) reveal the identity of any person who makes a Report and asks that his or her identity remain confidential, or (ii) make any effort, or tolerate any effort made by any other person or group, to ascertain the identity of any person who makes a Report anonymously.

Records

The Chief Financial Officer shall maintain a log of all records relating to any Reports of Accounting Allegation, Legal Allegation or Retaliatory Act, tracking their receipt, investigation and resolution and the response to the person making the Report. The Company shall retain copies of the reports and the Chief Financial Officer is responsible for storage of these copies applying relevant legislation.