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AUDIT COMMITTEE PROCEDURES FOR REPORTING AND INVESTIGATING ... AUDIT COMMITTEE PROCEDURES FOR REPORTING AND INVESTIGATING ... Document Transcript

  • AUDIT COMMITTEE PROCEDURES FOR REPORTING AND INVESTIGATING COMPLAINTS NAVTEQ Corporation (the Company”) is committed to achieving and maintaining full compliance with all applicable laws and regulations, accounting standards, accounting controls and audit practices. Company employees may (but it is not mandatory) submit a good faith complaint regarding financial reporting, accounting or auditing matters to the Company using the procedures discussed below. These procedures have been established by the Audit Committee of the Board of Directors for the confidential submission by employees of complaints and concerns regarding accounting and auditing matters and the receipt, retention and treatment of such complaints. The Company encourages employees who submit complaints to identify themselves; however, employees are permitted to submit complaints anonymously. 1. Coverage These procedures relate to employee complaints involving certain accounting or auditing matters, including: (1) fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company; (2) fraud or deliberate error in the recording or maintaining of the financial records of the Company; (3) deficiencies in or noncompliance with the Company’s internal accounting controls; (4) misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records or financial reports or audit reports of the Company; (5) deviation from full and fair reporting of the Company’s financial condition; or (6) alleged violations of any applicable financial and banking laws and/or regulations. Complaints may be made directly to the General Counsel by written report addressed to the General Counsel, NAVTEQ Corporation, 222 Merchandise Mart, Suite 900, Chicago, Illinois 60654. If the complaint involves or implicates the General Counsel, then the complaint should be made directly to the Chairman of the Audit Committee by written report addressed to Chairman of Audit Committee, NAVTEQ Corporation, 222 Merchandise Mart, Suite 900, Chicago, Illinois 60654. Complaints may also be made by leaving a voicemail message at 1-800-892-3665 for domestic calls and 1-240-494-4418 for international calls. A transcript of the voicemail message will be sent to the Company's General Counsel and the Chairman of the Audit Committee. If the complaint involves or implicates the General Counsel, the transcript of the message will be sent only to the Chairman of the Audit Committee. Whenever practicable, the person submitting the complaint will receive acknowledgment of the receipt thereof. If the complaint is made on an anonymous basis, no acknowledgment of the receipt of the complaint will be made. The collected data will be processed and kept in the United States (Chicago- Illinois). Version 5 (effective August 3, 2006)
  • 2. Responsibility The General Counsel of the Company shall have the responsibility for determining that the complaint pertains to a matter covered by these procedures and for investigating such complaints, provided that such complaints do not involve or implicate the General Counsel. In this capacity, the General Counsel acts under the authority and direction of the Audit Committee. The Audit Committee shall have authority to take over responsibility for conducting any investigation under these procedures being handled by the General Counsel. The results of any investigation must be reported to the Audit Committee for review and final determination. The General Counsel, with the approval of the Audit Committee, may retain for assistance or delegate responsibility for an investigation to outside professionals or experts where it is determined that such delegation is advisable. In the event a complaint involves or implicates the General Counsel or members of his/her staff, the Audit Committee, acting through its Chairman shall have the responsibility for determining that the complaint pertains to a matter covered by these procedures and for investigating such complaints, and may retain an independent investigator to conduct the investigation or assist it in its investigation. 3. Investigation Procedures Upon receipt of a complaint, the General Counsel (or other designee) or Audit Committee, as appropriate, shall promptly determine whether the complaint pertains to a matter covered by these procedures and, if so, investigate the matter. The investigation will be handled discreetly and appropriately, and information will be disclosed to others only on a need to know basis or as required by law and on an anonymous and/or confidential basis, as the case may be. The extent of the investigation will depend on the particular circumstances but may involve interviewing employees and third parties, obtaining and reviewing documents, and accessing data base information. To the extent it is possible, personal or identifying data will be kept anonymous and will not be disclosed to said employees or third parties. In any case, employees and third parties involved in the investigation as witnesses or assisting in obtaining information pertinent to the investigation will be required to maintain strict confidentiality. The reported individual (target of the complaint), if any, will be informed of the facts that have been reported and will have a right to access and rectify his or her data or oppose the processing of such data by contacting the General Counsel. However, the reporting individual’s identity will remain confidential and will not be disclosed to the reported individual. Upon the conclusion of the investigation, the General Counsel (or other designee) or Audit Committee Chairman, as appropriate, shall provide a report and recommendation to the Audit Committee. The report shall set out in detail the specifics of the complaint, the steps taken in the investigation, the factual findings, and the recommendations for corrective action, if appropriate. The Audit Committee shall also be provided any documents, interview notes, or other materials it believes may be necessary to reach an informed decision about the subject matter of the complaint. Version 5 (effective August 3, 2006)
  • 4. Audit Committee Review The Audit Committee shall promptly review the findings and recommendations of the General Counsel (or other designee) or the Audit Committee Chairman, as appropriate. The Audit Committee may (1) adopt the findings and recommendations; (2) refer the matter back to the General Counsel or Audit Committee Chairman, as appropriate, for further investigation; (3) issue a final report differing from or amending the findings and recommendations of the General Counsel (or other designee) or Audit Committee Chairman. In its discretion, the Audit Committee may seek such additional advice and counsel including from outside professionals and experts as it deems necessary before reaching a final decision concerning the complaint and appropriate corrective action. 5. Corrective Action Corrective action can include disciplinary action, including termination of employment. 6. Appeal Any employee who has made a complaint or who has been the direct subject of an investigation under these procedures may request reconsideration of any final determination by the Audit Committee by submitting a written request to the Audit Committee stating the reasons for the employee’s disagreement with the Committee’s final determination. This request must be made no later than 30 days after the employee is informed of the Audit Committee’s final determination. The Audit Committee will review and consider the written submission by the employee and shall determine if, in its view, the points raised require further action (e.g., alteration of the decision, additional investigation) or no further action. The Audit Committee will inform the employee whether further action will be taken and, if further action is taken, the Audit Committee will inform the employee of the outcome thereof. 7. Record Keeping And Retention The General Counsel shall establish a procedure for maintaining a record of any complaint made under these procedures. Subject to the provisions of applicable law, this record shall contain general identifying information showing the date of the complaint, the person making the complaint (if applicable), the general subject matter of the complaint, the date of the General Counsel (or designee) or Audit Committee Chairman report and recommendation, the date of the Audit Committee Review and final determination, and disposition. A confidential file shall be maintained for each complaint and investigation. This file shall contain relevant materials including the complaint, interview notes, relevant documents, and copies of the General Counsel (or designee) and any Audit Committee reports. The confidential file (“Archive File”) shall be maintained in a secure location with access limited only to the General Counsel or Version 5 (effective August 3, 2006)
  • Audit Committee . The Archive File shall be retained for 5 years and then discarded, except as otherwise required by law or court order. All files related to each complaint and investigation, other than the Archive File, shall be destroyed within two (2) months from when the investigation is concluded, if the complaint is not followed up by any disciplinary or legal proceedings; if disciplinary or legal proceedings are undertaken, then such files shall be retained until such proceedings are concluded. 8. Regular Reporting The General Counsel shall provide to the Audit Committee a quarterly report showing the existence, status and disposition of all complaints. 9. No Discrimination or Retaliation The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate or retaliate against any employee in the terms and conditions of such employee’s employment with the Company, nor will the Company tolerate any such action by any other Company employee, for the employee’s lawful action in his or her good faith bringing of a complaint of a matter covered under these procedures or against any person for participating in any investigation covered under these procedures. Violations of this policy will result in severe sanctions including dismissal. However, any voluntary false complaint will give rise to disciplinary sanctions, which may include termination. 10. Confidentiality Where a direct complaint is made, the General Counsel and Audit Committee will treat the matter as confidential to the fullest extent possible consistent with the need to investigate. Absolute confidentiality, however, cannot be guaranteed because the very fact of conducting an investigation may lead employees or other persons to reach conclusions of their own. Anyone involved in an investigation under these procedures will be informed of their obligation to maintain confidentiality and will be asked to sign an acknowledgment of this obligation. Version 5 (effective August 3, 2006)