WHISTLE BLOWER POLICY-AUDIT COMMITTE

(WBP)
Procedures for Receipt, Retention, and Treatment of Complaints about the Company’s Accounting, Internal Accounting Controls, or Auditing Matters
Purpose

It is the Audit Committee’s, hereinafter referred to as the ``Committee``, and the Chair of the Audit Committee, hereinafter referred to as the ``Chair`` responsibility to ensure that Northern Ethanol, Inc, hereinafter referred to as the``Company`` has appropriate procedures for the receipt, retention, and treatment of complaints about the Company’s accounting, internal accounting controls, or auditing matters. In addition, the Committee must provide for confidential, anonymous submission by the Company’s employees, or other interested persons, of concerns about questionable accounting or auditing matters. The procedures outlined below are intended to fulfill these responsibilities and to ensure that any such complaints and concerns are promptly and effectively addressed.
Procedures
Section 1.

1.  Submission and Receipt of Complaints
   
   i. All employees are free to bring complaints to the attention of their immediate supervisors, the human resources department or the Company`s general legal counsel, as they would any other workplace concern. The recipients of such Complaints shall forward them promptly to the Chair.
   
   ii. Employees and other interested persons may submit complaints confidentially or anonymously by mail (or other means of delivery) to the corporate headquarters of the Company, 193 King Street East, Suite 300, Toronto, ON, Canada, M5A 1J5, marked ``Private and Strictly Confidential`` – Attention: Chair of the Audit Committee of Northern Ethanol, Inc.”  Envelopes so marked shall be forwarded unopened to the Chair of the Committee.  Any communications should contain sufficiently specific information to permit the  Committee, the Chair Committee or the Board of Directors to pursue the matter.
   
   iii. The Company`s general legal counsel shall report to the Committee periodically about the process for receiving Complaints so that the Committee can ensure that the process is satisfactory in its efficiency, accuracy, timeliness, protection of confidentiality or anonymity, and effectiveness.

Section 2

1.  Retention of Records of Complaints
   
   Any records pertaining to a complaint are the property of the Company and shall be retained:
   
   i. in compliance with applicable laws and document retention policies;
   
   ii. subject to safeguards that ensure their confidentiality, and, when  applicable, the anonymity of the person making the complaint; and
   
   iii. in such manner as to maximize their usefulness to the Company’s overall compliance program.

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Section 3

3.0 Treatment of Complaints

i.  All Complaints shall be treated as confidential.

ii. Although a person making an anonymous complaint may be advised that maintaining anonymity could hinder an effective investigation, the anonymity of the person making the complaint shall be maintained until the person indicates that he or she does not wish to remain anonymous. Any system established for exchanging information with a complainant shall be designed to maintain maximum anonymity.

iii. The Chair shall inform the Committee, in summary form or otherwise, of all complaints received, with an initial assessment as to the appropriate treatment of each complaint.  Assessment, investigation, and evaluation of complaints shall be conducted by, or at the direction of, the Committee.  If the Committee deems it appropriate, the committee may engage at the Company’s expense, independent advisors, such as outside counsel and accountants unaffiliated with the Company’s auditor.

iv.  Following an investigation and evaluation for a complaint, the Chair shall report to the Committee on recommended disciplinary or remedial action, if any.  The action determined by the Committee to be appropriate under the circumstances shall then be brought to the Board of Directors or to the appropriate Officers of the Company for authorization or implementation, respectively.  If the action taken to resolve a complaint is deemed by the Committee to be material or otherwise appropriate for inclusion in the minutes of the meetings of the Committee, it shall be so noted in the minutes.

v.  Any effort to retaliate against any person making a complaint in good faith is strictly prohibited and shall be reported immediately to the Chair, the human resources department or the Company`s general legal counsel.
Definitions
Anonymous
Of unknown authorship, and without designation that might lead to information about the authorship.  Anonymity is not compromised by assignment of a code or other designation with which a person can communicate without revealing his or her identity.

Complaint

Any adverse information provided to the Company, whether in the form of a concern, a demand for remedial action, or a report of a suspected violation of law or Company policy, that relates to the Company’s accounting, internal accounting controls, or auditing matters.

Confidential

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