Procedures to Address Concerns Regarding Accounting & Auditing Matters
FY 2009
Introduction
SEC rules developed in response to the Sarbanes-Oxley Act require that procedures be established for:
- The receipt, retention and treatment of any complaints received by Telular Corporation regarding accounting, internal accounting controls or auditing matters; and
- The confidential, anonymous submission by employees of Telular Corporation of any concerns regarding questionable accounting or auditing matters.
The SEC did not mandate specific procedures that must be established; rather it allowed for flexibility depending on the company’s individual circumstances.
Control Environment (“Tone at the Top”)
Telular Corporation management stresses the need for fair and accurate financial reporting. Telular Corporation has adopted a Risk Management and Internal Control Policy which defines Telular’s internal control environment, explains the objectives of internal control, assigns roles and responsibilities, states the risks addressed by internal control and lastly describes internal control systems and testing. Perhaps, most important is that the document states that “failure is not an option” when describing the importance of internal controls over financial reporting.
Additionally, Telular Corporation has adopted SEC regulations regarding an additional code of ethics for the CEO and Key Financial and Accounting Personnel.
Finally, all employees have signed a code of conduct that states that he/she will act in an honest and ethical way while conducting business for the Company. The penalty for lack of compliance with the code of conduct includes employment termination.
Receipt, Retention and Treatment of Complaints Regarding Accounting, Internal Controls or Auditing Matters
Complaints regarding accounting, internal controls or auditing matters may be received at the corporate level. Any such complaints shall be logged by the CFO and forwarded to the Chairman of the Nominating and Governance Committee (the Chairman). Upon receipt of any complaint, the Chairman shall formulate an action plan. Depending upon the nature of the allegation, outside resources may be employed. In some instances, the Chairman will perform the investigation, or ask management to do it. In cases where a control deficiency is discovered, management will enhance controls.
Once the investigation is completed the Chairman and appropriate management leaders shall confer and determine how best to resolve the situation.
Confidential, Anonymous Submission by Telular Corporation Employees Regarding Questionable Accounting or Auditing Matters
A bulletin directing employees what to do if they have concerns about questionable accounting, internal accounting controls or auditing matters of the Company is shown below and is also posted on the Company’s Intranet under the Standards & Policies section and is available to all employees. The contact information for the Chairman of the Nominating and Governance Committee is listed on the bulletin.
Upon receipt of any complaint, the Chairman shall formulate an action plan. Depending upon the nature of the allegation, outside resources may be employed. In some instances, the Chairman will perform the investigation, or ask management to do it. In cases where a control deficiency is discovered, management will enhance controls. The CFO shall log all complaints.
This information is being posted as required by the Sarbanes-Oxley Act.
Contact Information for Telular Corporation’s Chairman of the Nominating and Governance Committee
If you have concerns regarding questionable accounting, internal accounting controls or auditing matters of the company, please contact the Chairman of the Nominating and Governance Committee:
Larry Barker
Chairman of the Nominating and Governance Committee
(240) 441-1211
lsbarker@aol.com
YOU DO NOT HAVE TO IDENTIFY YOURSELF, AND YOU MAY SUBMIT YOUR CONCERNS ON A CONFIDENTIAL, ANONYMOUS BASIS.
