Including Complaints Regarding Accounting, Internal Accounting Controls and Auditing Matters
At Ascent Solar Technologies, Inc. (“Ascent”) we strive to operate our business in compliance with all applicable laws and regulations and in accordance with the highest ethical standards. We place the highest value on the integrity of each of our employees. As representatives of Ascent, we are committed to ethical and responsible behavior toward each other, the environment, stockholders, customers and vendors. Ascent’s Code of Conduct and Code of Ethics specify standards for our conduct, along with state and federal laws and regulations governing, publicly traded entities and businesses involved in international trade. Regulations applicable to Ascent include those enforced by the Department of Health and Human Services, the Department of Labor, the Occupational Safety and Health Administration, NASDAQ and the Securities and Exchange Commission.
Not only must Ascent employees comply with applicable ethical and legal standards themselves, they also must not tolerate others’ violation of those standards. Any Ascent employee who witnesses, reasonably suspects a violation of, or is asked to be complacent in, a violation of Ascent’s Code of Conduct and Code of Ethics or any law or regulation applicable to Ascent must bring that suspected illegal or improper activity to the attention of the Company by contacting an immediate supervisor, another Ascent manager, and/or Human Resources or by contacting a third party designated to receive such complaints. This document explains Ascent’s policies and procedures for reporting and investigating such complaints, including special procedures for accounting, internal accounting controls and auditing matters.
Initial Procedures for Complaints
To Whom Do I Raise My Concern? If you have any complaint or concern regarding any activity (or suspected activity) or circumstance that you believe is illegal, unethical, unsafe or in violation of any Ascent policy or contrary to specific public policies (a “Complaint”), you should promptly report your Complaint to your immediate supervisor or to Ascent’s management. If the situation is sensitive, if you believe the recipient’s response to be inadequate, or if you prefer to report the Complaint to someone else, you may:
- (1) report it directly to the Chair of the Audit Committee of Ascent’s Board of Directors (email@example.com)
- (2) complete a form at www.lighthouse-services.com/ascentsolar; or
- (3) communicate the Complaint by telephone 24 hours a day at 1-844-420-0044, a toll-free hotline dedicated for this purpose
- all Complaints submitted by channels (1), (2) or (3) will be treated confidentially and delivered to the Chair of the Audit Committee
How Do I Raise My Concern? Complaints may be submitted anonymously. Complaints should be submitted in writing (preferably typed), either in hard copy or via e-mail, to facilitate a clear understanding of the issue. Complaints may, however, be submitted telephonically or in person. Although Complaints made in person or by email typically are not anonymous, you may request that your identity be kept confidential. Every reasonable effort will be made to ensure the confidentiality of persons making Complaints.
Content. Your Complaint should be as factual as possible. You should avoid speculation and be as specific as possible. This will help others better assess the nature, extent and urgency of preliminary investigation procedures. The Complaint should, to the extent possible, contain at least the following information:
- the alleged event, matter or issue that is the subject of the Complaint;
- the names of the persons involved and their department or departments;
- if the Complaint involves a specific event or events, the approximate date of each such event and the location where such event occurred; and
- any additional information, documentation or other evidence available to support the complaint
- complaints alleging unspecified wrongdoing or containing broad allegations without verifiable evidentiary support will be less likely to be investigated
Treatment of Complaints
What Are the Initial Steps for Recipients of Complaints? Supervisors who receive Complaints must promptly report them to their Department Head and to the Director of Human Resources. If there are sensitivities due to the nature of the Complaint or the identity of the complainant that make it inadvisable for such persons to be involved, then the initial recipient must bring the Complaint to the attention of Ascent’s CEO and/or CFO. Otherwise, the Complaint recipient’s Department Head and the Director of Human Resources should, using their discretion, decide whether or not they are able to resolve the Complaint to their own satisfaction and to the satisfaction of the person making the Complaint. If they are not able to do so, they must bring the Complaint to the attention of the CEO and/or CFO. The Director of Human Resources must ensure that all Complaints are memorialized in writing and maintained in a designated file with the records of the company.
Is Confidentiality or Anonymity Available? If you are a complainant and wish your identity to remain anonymous or confidential, you must let the recipient of your Complaint know that. The initial recipient, the recipient’s Department Head, the Director of Human Resources, and if applicable, the Investigation Workgroup and any other Ascent representatives who become aware of the Complaint, must use their best efforts to maintain the anonymity or the confidentiality of a complainant’s identity, within the legitimate needs of law and the investigation. Some investigations may not allow for complete anonymity, and in some cases it will not be possible to proceed with or properly conduct an investigation unless the complainant identifies himself or herself. In particular, if a complainant insists on continued anonymity, it may be difficult to interview the individual and thereby further evaluate the credibility of the Complaint. In some cases, this may limit the effectiveness of the investigation or make it less likely that an investigation can occur. In addition, persons making Complaints should be cautioned that their identity might become known for reasons outside of the control of the Investigation Workgroup or Ascent. If you disclose your identity publicly or disclose your identity within Ascent without requesting confidentiality, Ascent will not be obligated to maintain the confidentiality or anonymity of your identity. The identity of persons subject to or participating in any investigation relating to a Complaint will be maintained in confidence, subject to the same limitations as described above for complainants.
Who Investigates? A number of functional groups within Ascent are responsible for conducting or participating in investigations of Complaints. These groups include, but are not limited to: External Auditors, Regulatory Affairs and Quality Assurance, Human Resources, Finance and Administration, the Chief Executive Officer, the Board of Directors and the Audit Committee. Other individuals, such as compliance officers and persons involved in environmental health and safety matters, risk management, and research administration, may be asked to take part in investigations based on their areas of oversight or expertise.
What Are the Investigation Workgroup’s First Steps? If a Complaint cannot be resolved upon initial evaluation to the satisfaction of the initial Complaint recipient’s Department Head, Director of Human Resources, and the employee submitting the Complaint, Ascent will form an Investigation Workgroup to coordinate a further investigation of the Complaint. The Investigation Workgroup’s first step is to determine whether the subject matter of the Complaint, if true, constitutes illegal or improper activity (or activity that otherwise should be discontinued or corrected). The Investigation Workgroup will be given access to legal counsel or other outside advisors, as appropriate, to assist it in determining the answer to this question. Unless the answer to this first question is “no,” the Investigation Workgroup must then determine whether the Complaint is accompanied by information specific enough to be investigated or whether it points to corroborating evidence that could be pursued further. The Investigation Workgroup should report its conclusions on these matters to the CEO and CFO and should document its conclusions and the basis for those conclusions in writing. The decision to conduct further investigation will depend on the answers to these two initial questions.
Conducting an Investigation. Unless the Investigation Workgroup reasonably determines that the Complaint does not allege activity that is illegal or improper (or activity that should be discontinued or corrected) or unless the Investigation Workgroup reasonably determines that there is not enough information (or methods for obtaining further information) to permit an investigation, further investigation generally will be required. The Investigation Workgroup will have up to 60 days to investigate and determine the validity of the Complaint and to devise an action plan for remedying the problem if the Complaint is true. The Investigation Workgroup’s responsibilities will include:
- ensuring that proper investigative channels are used according to appropriate expertise and jurisdiction, and that the plan to address the Complaint is appropriate to the circumstances
- ensuring that appropriate management members are apprised of the Complaint as necessary
- ensuring that appropriate reporting of the investigation occurs to the CEO, the CFO and regulatory agencies
- reporting to the Audit Committee or the Board of Directors, as appropriate
- the alleged issue, matter or event that is the subject of the Complaint
- the investigative process being implemented to determine the validity of the Complaint
- the findings by the Investigation Workgroup; and
- the Investigation Workgroup’s recommendations and action plan for remedy, should the alleged issue, matter or event that is the subject of the Complaint be in fact founded and supported by the Investigation Workgroup’s investigation
- ensuring that appropriate resources and expertise are utilized to cause the timely and thorough review of the Complaint
- ensuring that there are no conflicts of interest on the part of any party involved in a specific investigation
- coordinating and facilitating communications across investigative channels as necessary to ensure comprehensive attention to all facets of the matter
- monitoring significant elements and progress of investigations to ensure that Complaints are timely and thoroughly addressed
- coordinating and facilitating in an advisory capacity the corrective and remedial action that may be initiated in accordance with applicable procedures; and
- conducting a fair, objective and thorough investigation, and observing ethical, legal and professional standards throughout
Investigation Report and Follow-Up. After completing an investigation of a Complaint, the Investigation Workgroup must prepare a written report summarizing the investigation, its conclusions and the actions taken or to be taken in response to the Complaint. The Investigation Workgroup must present the report to the CEO, CFO, and to the Audit Committee or the Board of Directors, if appropriate, and ensure that a copy of the report is retained in the Company’s records.
The Audit Committee or the Board of Directors may, in their discretion, request a briefing by the Investigation Workgroup on any Complaint or investigation. The Audit Committee or the Board of Directors has full authority to direct additional investigation of any Complaint, regardless of whether the Complaint has been addressed to the satisfaction of the Investigation Workgroup, the person who made the Complaint or any other person or department.
Roles, Rights and Responsibilities of Ascent Employee Complainants and Investigation Participants
What Are a Complainant’s Responsibilities? Ascent employees who submit Complaints have a responsibility to provide all known information relevant to their Complaint and must cooperate with the Investigation Workgroup, although an employee is not required to compromise his or her own confidentiality or anonymity. However, any investigation of your Complaint could be less effective if you do not agree to be interviewed or provide further information on request regarding your Complaint.
How Does Ascent Protect Its Employees Against False Accusations? Any decision to conduct an investigation is not to be deemed an accusation of any person, but instead, is to be considered and conducted as a neutral, fact-finding process. The motivation of an employee complainant is irrelevant to the consideration of the validity of the complaint. However, the intentional filing of a false Complaint, whether orally or in writing, is an unethical, and in some cases illegal, activity itself. Ascent takes such misconduct very seriously and has the right to take responsive action when such misconduct occurs. Responsive action can include, without limitation, disciplinary measures including termination of employment. Incidents or actions of a retaliatory nature, including but not limited to discharge, demotion, suspension, threats, harassment or discrimination, are illegal and will be taken seriously. Such incidents or actions may be reported to the Director of Human Resources, CEO or CFO.
Is the Employee Complainant In the Investigation Workgroup? Unless expressly recruited to be a member, employees who have submitted Complaints are not part of the Investigation Workgroup. Unless requested by the Investigative Workgroup, they are not to act on their own or participate in conducting investigative activities. Furthermore, an employee complainant must refrain from obtaining evidence relating to a Complaint unless he or she has a right of access to that evidence. Obtaining evidence without a right of access can itself be an illegal activity in response to which Ascent has the right to act.
What Are Employee Complainants’ Rights? Employee complainants have a right to a response to their Complaint and to be informed of the outcome of any investigation undertaken in response to the Complaint unless overriding legal or public interest reasons require otherwise. In no event will any action be taken against an employee for making a Complaint or disclosing information in good faith. This right to protection from retaliation, however, does not provide immunity for any complicity in matters that are the subject of the Complaint or an ensuing investigation.
What are the Responsibilities of Investigation Participants? Ascent employees who are interviewed, asked to provide information or otherwise participate in an investigation of a Complaint, including employees who are the subject of the investigation (“Investigation Participants”) have a duty to fully cooperate with the Investigation Workgroup and assist in the investigation to the extent requested. Requests for confidentiality or anonymity by Investigation Participants must be honored by all Investigation Participants to the extent possible within the legitimate needs of law and the investigation. Investigation Participants also should refrain from discussing or disclosing the investigation or their testimony with those not connected to the investigation. If you are an Investigation Participant and know the identity of the employee complainant, you should not discuss with that person the nature of evidence requested or provided, or testimony given to the Investigation Workgroup, unless agreed to by the Investigation Workgroup. Investigation Participants are entitled to protection from retaliation for having participated in an investigation, but as with complainants, protection from retaliation does not provide for:
- fraud or deliberate error in the preparation, evaluation, review or audit of any of our financial statements
- fraud or deliberate error in the recording or maintaining of our financial records
- deficiencies in or noncompliance with our internal accounting controls
- misrepresentations or false statement to or by a senior officer of Ascent or an accountant regarding a matter contained in the financial records, financial reports or audit reports; or
- deviation from reporting of our financial condition as required by applicable laws and regulations
Accounting, Internal Accounting Controls or Auditing Complaints may be submitted by Ascent employees, directors and officers. In addition, any other person may submit an Accounting, Internal Accounting Controls or Auditing Complaint to the Chair of the Audit Committee of the Board of Directors.
Accounting, Internal Accounting Controls and Auditing Complaints
Heightened Audit Committee Involvement. In the case Accounting, Internal Accounting Controls or Auditing complaints submitted by an Ascent employee, the initial Complaint recipient’s Department Head and Director of Human Resources (or, if they are involved, the CEO or CFO) must promptly ensure that a copy of each Complaint is forwarded to the Audit Committee of the Board of Directors. The Chair of the Audit Committee of the Board of Directors (the “Chair”), in his or her discretion, or in consultation with the other members of Audit Committee and, if desired, outside advisors, must determine whether a further investigation will be conducted and must designate the members of the Investigation Workgroup. The Audit Committee will supervise, in conjunction with outside advisors, if appropriate, any such Investigation Workgroup and assign roles and responsibilities to the group’s internal and external participants. The Audit Committee will maintain a written record of all Complaints or matters referred to it and will report on these to the Board of Directors. The Audit Committee may assign the CFO, his executive assistant or other employee of Ascent to provide assistance with the record keeping functions.
Prohibition of Retaliation
Employees are entitled to protection from retaliation for having, in good faith, made a Complaint, disclosed information relating to a Complaint or otherwise participated in an investigation relating to a Complaint. Ascent shall not discharge, demote, suspend, threaten, harass or in any manner discriminate against an employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of Complaints, participation in a related investigation or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002. Any employee or witness who believes that he or she has suffered retaliation should immediately report it through this complaint procedure.
If you are a witness or are subjected to retaliatory actions as a result of making a Complaint or participating in an investigation relating to a Complaint, you should report immediately to Ascent’s Chief Executive Officer, Chief Financial Officer, or Director of Human Resources. Ascent will proceed by carrying-out an internal investigation and, if retaliation is found to have occurred, will take action to correct and remedy.
The prohibition of retaliation does not provide immunity for any complicity in matters that are the subject of the Complaint or an ensuing investigation or proceeding.
These procedures are in no way intended to limit the rights of employees to report alleged violations relating to accounting or auditing matter to proper governmental and regulatory authorities.
Who’s Covered? All Ascent employees, officers and directors are covered by these policies and procedures. In addition, any other person may submit an Accounting, Internal Accounting Controls or Auditing Complaint.
What Types of Violations Are Covered? All Ascent employees, officers and directors may report any violation or suspected violation of:
- state or federal law
- rules and regulations applicable to Ascent
- Ascent’s Code of Conduct
- Ascent’s Code of Ethics
In addition, any person may report suspected illegal accounting, internal accounting control matters or auditory matters.
You may also report any activity or suspected activity or circumstance that you believe is unethical, unsafe or in violation of any Ascent policy, contrary to specific public policies or that you believe should be discontinued or corrected.
You Are Protected from Reprisal. Ascent (including all of its managers and employees in supervisory roles) must not engage in reprisal against employees for having reported Complaints, having discussed the possibility of doing so with their supervisors, or having participated in an internal or external investigation or proceeding related to a Complaint. Prohibited reprisal includes discharge, demotion, suspensions, threats, harassment or discrimination in any manner against an employee in the terms and conditions of employment, threats of discipline, or arbitrary and capricious changes of an employee’s conditions of employment.
You may seek redress through the Department of Labor if you believe you have been subject to prohibited reprisal.
The prohibition against reprisal does not provide immunity for any complicity in matters that are the subject of the Complaint or an ensuing investigation or proceeding.
No Intentionally False Reports. If there is evidence that you intentionally made a false report, Ascent may take appropriate actions in response. These actions can include disciplinary measures, including termination.