It is the policy of MI Developments Inc. (the "Company") that all of its officers and employees, including part-time and temporary employees, should report to the Company's management their concerns about accounting and auditing matters that affect the Company. In addition, the Company encourages outside third parties to report material and relevant accounting or auditing complaints to the proper persons within the Company. This memorandum establishes procedures for such reporting. The audit committee of the Board of Directors of the Company (the "Audit Committee") has adopted these procedures in compliance with Canadian and United States securities law requirements relating to: (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters (these matters, together with potential violations of the Company's Code of Conduct & Ethics are collectively referred to as "Activities of Concern"). Activities of Concern include, without limitation, the misstatement of financial results, the employment of fraudulent accounting policies, the exercise of improper influence over the external auditors and the failure to disclose material events, liabilities or contingencies.
These procedures promote the Company’s goal of creating an environment in which officers and employees openly communicate with management and the Audit Committee regarding Activities of Concern and where outside parties are able to contact the management and the Audit Committee to alert them to potential areas of concern.
No officer or employee of the Company will be disciplined, reprimanded, dismissed or otherwise penalized by the Company or any director, officer or employee of the Company for taking action consistent with these procedures in good faith. Any act of retaliation should be reported immediately pursuant to the procedures set out below. A director, officer or employee who retaliates against a person who has reported a violation in good faith will be subject to discipline up to and including dismissal.
Reporting Activities of Concern
Reporting to the General Counsel or Chief Financial Officer
The Company encourages all officers, employees and outside parties to report Activities of Concern to the General Counsel. In the event that the officer, employee or outside party does not feel comfortable reporting an Activity of Concern to the General Counsel, that person should report to the Chief Financial Officer. Reports of Activities of Concern may be submitted in person or by telephone (including by collect call), email, facsimile or standard mail. All reports can be submitted anonymously if so desired and no attempts will be made by the Company to identify the sender. Correspondence should be sent to:
MI Developments Inc.
455 Magna Drive, 2nd Floor
Aurora, Ontario, Canada L4G 7A9
(905) 713-6322 (phone)
Attention:
General Counsel
(gc_report@midevelopments.com)
- or -
Chief Financial Officer
(cfo_report@midevelopments.com)
Reporting to the Audit Committee
In addition to, or in lieu of, reporting to the General Counsel or Chief Financial Officer, a report of an Activity of Concern may be made directly to the Chair of the Audit Committee by telephone (including by collect call), email, facsimile or standard mail. All such reports can be submitted anonymously if so desired and no attempts will be made by the Company to identify the sender. Correspondence should be sent to:
MI Developments Inc.
455 Magna Drive, 2nd Floor
Aurora, Ontario, Canada L4G 7A9
(905) 713-6322 (phone)
Attention:
Chair of Audit Committee
(cac_report@midevelopments.com)
Anonymous Reports
Reports made anonymously should contain sufficient detail and information so that, if necessary, a meaningful investigation can be conducted. If a person chooses not to identify himself or herself in his or her report and the information provided is insufficient, the Company may not be able to adequately investigate and resolve the complaint.
Treatment and Handling of Reports of Activities of Concern
Any person to whom an Activity of Concern is reported, if other than the General Counsel, the Chief Financial Officer or the Chair of the Audit Committee, or who becomes aware of an Activity of Concern, must, as soon as practicable and in any event within five business days, contact the General Counsel to provide details of the Activity of Concern. The General Counsel will promptly (a) advise the Chair of the Audit Committee that a report has been received, (b) review the report and (c) if the situation so requires, investigate such reported Activity of Concern. In determining the extent of investigation, if any, that is necessary, the General Counsel shall consider all relevant facts and circumstances, including the gravity of the alleged wrongdoing and the likelihood of a material effect on the Company’s financial statements, business operations and reputation.
If, upon receiving a report of an Activity of Concern, the Chief Financial Officer or the Chair of the Audit Committee believes that it would be inappropriate in the circumstances to refer the matter to the General Counsel, then the Chief Financial Officer or the Chair of the Audit Committee will complete the necessary review, investigation (if any), record keeping and reporting in lieu of the General Counsel.
The Audit Committee will review and take any action it deems appropriate in its judgment with respect to any reported Activity of Concern it is made aware of, including retaining independent expert advisors and meeting with officers/employees of the Company.
Any decision by the Audit Committee, General Counsel, Chief Financial Officer or Chair of the Audit Committee to review or investigate any matter brought to its/his/her attention as a result of these procedures will not in any way be, or be deemed to be, a determination by that party or the Company that any actions or inactions that are the subject of the report of the Activity of Concern have in fact occurred or are improper.
Available Assistance
It is essential that all officers, employees and outside parties understand these procedures. All interested parties are encouraged to raise any questions about these procedures with the General Counsel.
Exceptions to Procedures
The Audit Committee is responsible for approving exceptions to these procedures.
