Approved by the Audit Committee on February 17, 2005 and
by the Board of Directors on February 17, 2005
For the purposes of this Whistleblower Policy, references to Fairfax mean Fairfax Financial Holdings Limited and all of its subsidiaries. Fairfax will attempt to ensure that this Policy is brought to the attention of all relevant people.
Fairfax’s Code of Business Conduct and Ethics requires every director, officer and employee of Fairfax to report any violation of the Code which is known to or reasonably suspected by that individual. Directors, officers and employees must also report any other known or reasonably suspected improper conduct or incident in relation to Fairfax, including any questionable accounting, internal accounting controls or auditing matters or potential violations of the law. Any matter that should be reported is referred to as an Improper Activity.
Employees should immediately report Improper Activity:
To their immediate supervisor, or
To their immediate supervisor’s manager, or
To the Vice President, Corporate Affairs of Fairfax, including in a situation where an employee is not satisfied with the actions taken by his or her supervisor or supervisor’s manager.
Employees can also choose instead or additionally to report Improper Activity to the Chair of the Audit Committee or the Lead Director of Fairfax
Officers should immediately report Improper Activity:
(i) To the Vice President, Corporate Affairs of Fairfax, or
(ii) To the Chair of the Audit Committee or the Lead Director of Fairfax.
Directors should immediately report Improper Activity to the Chair of the Audit Committee or the Lead Director of Fairfax.
The contact information for the Vice President, Corporate Affairs, the Chair of the Audit Committee and the Lead Director is as follows:
Contact by mail or other physical delivery. Communications may be mailed or delivered, addressed to the intended recipient:c/o Fairfax Financial Holdings Limited
95 Wellington Street West, Suite 800
Toronto, Ontario, Canada
M5J 2N7Any such communication will be delivered by Fairfax, unopened, to the intended recipient.
Directors, officers and employees may also make reports regarding Improper Activity on a confidential and anonymous basis to the Audit Committee of Fairfax by way of the internet (https://fairfax.silentwhistle.com) or by telephone (toll free in North America: 1- 800-859-9088 or outside North America: 1-678-999-4544).
All reports will be taken seriously. Fairfax will ensure that suitable guidance is available to anyone that receives a report and that appropriate procedures are in place for investigating and tracking reports. Fairfax will ensure that every report will be promptly and thoroughly investigated. The actions taken by Fairfax with respect to a particular report will depend upon the nature of the report. The report may be investigated internally by management, by the Board or an appropriate committee of the Board or be referred to the police and/or the appropriate regulatory authorities. Management will report quarterly to the Audit Committee on reports received and the status of outstanding investigations.
All information reported and disclosed during the course of an investigation will remain confidential and made available only on a need to know basis, except as necessary to conduct the investigation and to take any remedial action, and subject to any applicable law (that can compel disclosure in some circumstances). All directors, officers and employees have a duty to cooperate in the investigation of reports of Improper Activity.
If, at the conclusion of its investigation, Fairfax determines that Improper Activity has occurred, Fairfax will take effective remedial action equal to the severity of the offence. This action may include disciplinary action against the accused party up to and including termination, and reporting to police and/or regulatory authorities.
Fairfax acknowledges that those who file reports need to be assured that their report has been properly addressed. Accordingly, subject to any legal constraints, Fairfax will provide the complainant with appropriate information about the outcome of any investigation within a reasonable period of time (except in cases where the report was filed anonymously).
All documents related to the reporting, investigation, and enforcement of this Policy will be kept in accordance with Fairfax’s applicable policies and applicable law.
This Policy is intended to encourage and enable directors, officers and employees of Fairfax to raise serious good faith concerns without fear of adverse consequences to them by virtue of raising those concerns. Accordingly, Fairfax will not carry out or, to the fullest extent reasonably within its power, permit any retribution or retaliation of any kind against any individual for submitting any report in good faith.