AUDIT COMMITTEE PROCEDURES FOR WHISTLEBLOWER COMPLAINTS
Section 301 of the Sarbanes-Oxley Act of 2002 requires the Audit Committee of MedicalCV. Inc. (“the Company”) to establish procedures for: (A) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (B) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. Issues relating to accounting, internal accounting controls and auditing impact the Company’s reports filed with the SEC and the work of the Audit Committee, which must, among other things, review reports filed with the SEC, approve the inclusion of financial statements in such reports, deal with financial reporting issues and judgments, and consider the adequacy of the Company’s internal controls.
Accordingly, the following procedures are hereby adopted:
1. The Audit Committee Chairperson shall receive and retain complaints received by the Company regarding auditing, internal accounting controls, auditing matters and violations of the Company’s Code of Business Conduct and Ethics (“the Code”), including any supporting guidelines and polices (collectively referred to as “Complaints”). Such Complaints may be received in writing via hard copy or via email directly by the Audit Committee from a complaining person or, if received initially by an employee of the Company or a director of the Company, such complaints shall be transmitted to the Audit Committee. Complaints may also be transmitted to the Audit Committee Chairperson from the Company’s third party vendor as received through the third party’s telephone hotline or Company-specific website process. All such Complaints shall be logged in by date and a file should be maintained by the Audit Committee Chairperson containing each Complaint, all documents and summaries relating to an investigation or inquiry concerning the Complaint, together with the name of the complaining party, unless the complaint is requesting anonymous treatment.
2. Any employee of the Company shall have the right to submit to the Audit Committee any Complaint or concern regarding questionable accounting or auditing matters. Any such submission by an employee may be made through the third party vendor process or in writing by a complaining employee, setting forth the nature of the concern and should provide the name, address and telephone number where the employee may be contacted to facilitate additional questions and provide the Audit Committee with an opportunity to follow-up on the employee’s submission; provided however, any employee may submit to the Audit Committee concerns regarding questionable accounting or auditing matters on an anonymous basis. All employee submissions to the Audit Committee shall be treated as confidential and shall be maintained in confidential files of the Audit Committee Chairperson.
3. The Audit Committee shall promptly review and assess all Complaints or employee submissions pursuant to these procedures. Where a Complaint alleges or provides evidence of improper accounting, internal accounting controls, or auditing matters, the Audit Committee shall conduct a prompt investigation of such complaint or submission, and report the results of such investigation to the Board of Directors of the Company. Where a Complaint alleges or provides evidence of other violations of the Code, the Audit Committee will determine the appropriate procedure for conducting a prompt investigation and will report the investigation and the results to the Board.
4. The Audit Committee shall have the authority to confer with Company officers and employees, legal counsel and independent auditors and may engage independent counsel and other advisors as it determines necessary to carry out its duties. The Company shall provide appropriate funding for the Audit Committee, including payment of fees to independent advisors.
5. The Company shall notify all employees of the Company regarding the adoption of these procedures.
6. Attached to this notice is a form which employees may use to submit concerns regarding questionable accounting or auditing matters. All such submissions by employees will be maintained in a confidential file and will be reviewed and addressed by the Company’s Audit Committee
EMPLOYEE SUBMISSION REGARDING
QUESTIONABLE ACCOUNTING, AUDITING or OTHER MATTERS
TO THE AUDIT COMMITTEE
TO: Audit Committee Chairperson
J. Robert Paulson, Jr.
Chairman of the Audit Committee
MedicalCV, Inc.
9725 South Robert Trail
Inver Grove Heights, MN 55077
or
J. Robert Paulson, Jr.
1045 Settlers Road
Medina, MN 55340
DATE:_________________________
Concerns regarding questionable accounting or auditing matters:
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If additional space is required, please continue on the other side of this sheet.
In order that the Audit Committee be able to communicate with you, you are encouraged to provide your name, address and a telephone number where you can be reached during the day or evening. You have the right, however, to make the above submission on an anonymous basis. All submissions to the Audit Committee will be held on a confidential basis as required.
Optional Information:
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Name
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Address
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Phone Number
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Email
