Procedures for the Submission of Complaints or Concerns Regarding Accounting, Auditing and Securities Law Matters
Section 301 of the Sarbanes-Oxley Act requires the Audit Committee of GameRex, LLC. (the "Company") to establish procedures for the submission by employees and consultants (collectively referred to as "Employees") of the Company, on a confidential and anonymous basis, of complaints and concerns regarding the Company's financial statement disclosures, accounting practices, internal controls or auditing matters, or possible violations of the federal securities laws or the rules or regulations promulgated thereunder (collectively, "Accounting or Securities Matters").
All Employees must follow the procedures outlined in this policy and cooperate with any investigation initiated pursuant to this policy. While the Company does not encourage frivolous complaints, the Company does expect its Employees to promptly report any irregularities and other suspected wrongdoing regarding any of these matters.
In accordance with Section 301 of the Sarbanes-Oxley Act and in conjunction with the Company's Code of Business Conduct and Ethics, the Audit Committee has adopted the following procedures:
- The Company shall promptly forward to the Audit Committee any complaints that it has received regarding Accounting or Securities Matters.
- Any Employee of the Company must submit any concerns such Employee has regarding Accounting or Securities Matters. Such submission may be on a confidential, anonymous basis if the Employee so desires. All such concerns may be expressed using the procedures attached on Exhibit A hereto. If an Employee would like to discuss any matter with the Audit Committee, or have an individual on the Audit Committee contact the Employee, the Employee should indicate this request in the submission and include a telephone number or e-mail address at which he or she might be contacted.
- Following the receipt of any complaints as described in 1 and 2 above, the Audit Committee will investigate each matter so reported and take corrective and disciplinary actions, if appropriate.
- The Audit Committee may enlist employees of the Company and/or outside legal, accounting or other advisors, as appropriate, to conduct any investigation of complaints regarding Accounting or Securities Matters. In conducting any investigation, the Audit Committee shall use reasonable efforts to protect the confidentiality and anonymity of the complainant.
- It is illegal and against Company policy for any officer, employee or agent of the Company to retaliate against an Employee who has taken action hereunder in good faith. The Company will not take any action to effect, and will not tolerate, (a) the discharge, demotion, suspension, or harassment of, (b) the threat of such discharge, demotion, suspension, or harassment against, or (c) any other discrimination against any Employee in the terms and conditions of his or employment with the Company based upon such employee lawfully and in good faith providing information, causing information to be provided, or otherwise assisting in an investigation regarding any misconduct related to Accounting or Securities Matters. Any acts of retaliation against an Employee under these circumstances will be treated by the Company as a serious violation of Company policy and could result in dismissal and/or criminal or civil sanctions.
- The Audit Committee shall retain as a part of the records of the Audit Committee any such complaints or concerns for a period of no less than three (3) years.
Adopted Effective: March 23, 2017
Last Updated: November 13, 2020
Exhibit A
Anonymous Complaint Procedures
The Company has created an anonymous hotline. All complaints may be made by calling (844) 280-0005 . This number is also published on the Company's internal portal.
Complaints submitted through this procedure will be presented by written report to the Chair of the Audit Committee of the Company's Board of Directors and to the Company's Human Resources Director. Matters that are of an "urgent" nature will be routed promptly by telephone contact to the Chair of the Audit Committee and/or to the Human Resources Director.