At Home | What's New | Financials | Governance | In the Clinic | R&D

ACCOUNTING COMPLAINT RESOLUTION PROCESS

Introduction

The Audit Committee encourages employee observations and concerns. Accordingly, the Audit Committee of the Board of Directors will use the following procedures to investigate and resolve complaints received by AutoImmune Inc. concerning accounting, internal accounting controls, or auditing matters, including any claim of retaliation for providing information to or otherwise assisting the Audit Committee and any claim of theft or fraud. Any submissions by employees shall be received and maintained in a manner that assures confidentiality without compromising the submitter's anonymity.

Definitions

The following words, phrases or terms used in the Accounting Complaint Resolution Process shall have the following meanings:
  • "Complaint" shall mean any report regarding questionable accounting, internal accounting controls, or auditing matters;
  • "Designated Person"* shall mean the Chairman of the Audit Committee or such other person or outside entity designated by the Audit Committee to receive Complaints;
  • "Fact Finder" shall mean shall mean the person(s) or outside entity appointed by the Chairman of the Audit Committee to investigate a Complaint; and
  • "Fact Finding Report" shall mean the written report issued by the Fact Finder containing a summary of the facts learned in the Fact Finder's investigation and the Fact Finder's recommendations.
Initiation of the Process

A. The Complaint

To assure a correct understanding of the matters subject to the Complaint, the Complaint should be filed with the Designated Person in writing (although the Complaint may be made orally to the Designated Person if the person making the Complaint prefers) and should describe the accounting, internal accounting controls, or auditing matters complained of. The Complaint should be as specific as possible and should identify any relevant documents. In order that prompt action can be taken, the Complaint should be filed as soon as possible.

If the Complaint has been made orally, the Designated Person shall reduce the Complaint to writing. The Designated Person shall promptly forward the Complaint to the Chairman of the Audit Committee. If the person making the Complaint does not wish to maintain anonymity, the Complaint may be submitted to the employee's immediate supervisor. Any person other than the Designated Person who receives a Complaint shall forward the Complaint to the Designated Person.

B. Commencement of Process

Upon receipt of a Complaint, the Chairman of the Audit Committee shall appoint a Fact Finder (who may be the Chairman of the Audit Committee) to investigate the Complaint and issue a Fact Finding Report.

C. Confidentiality

Confidentiality - relating both to the fact that a Complaint has been made and to its investigation of employee Complaints - will be maintained to the greatest extent possible. Only persons with a reason to know will have access to information relating to the Complaint and its investigation.

Fact Finding


A. Investigation

The Fact Finder will conduct such investigation, as the Fact Finder deems appropriate including interviews of persons who have information concerning the questionable accounting or auditing matters. Witnesses who are identified in the Complaint will also be interviewed. The Fact Finder will have access to all information and documents the Fact Finder deems relevant. The investigation and the delivery of the Fact Finding Report will be completed as soon as practicable after the receipt of the Complaint by the Designated Person.

B. The Fact Finding Report

The Fact Finding Report will concisely summarize the facts found by the Fact Finder and the Fact Finder's recommendations. The Fact Finding Report shall be delivered to the Audit Committee.

C. Evaluation of the Fact Finding Report

The Audit Committee will review the Fact Finding Report and may review other facts relating to the Complaint. Any decision of the Audit Committee regarding the subject matter of the Complaint will be communicated to the designated corporate executives and to the person filing the Complaint unless the Complaint was filed anonymously.

Potential Outcomes


If it is determined that improper accounting, internal accounting controls, or auditing matters have occurred, the Audit Committee shall recommend that appropriate action be taken, including discipline of the wrongdoer(s). Discipline may take the form of counseling, verbal or written warning, reprimand, reassignment, suspension, demotion, and/or termination from employment.

Retaliation


It is unlawful to retaliate against an employee who has provided information or otherwise assisted in an investigation regarding a Complaint. Neither the Audit Committee nor the company will tolerate any retaliation against an employee for complaining of questionable accounting, internal accounting controls, or auditing matters or for cooperating in an investigation of a Complaint.

Complaint File Retention


At the conclusion of the Process, the Audit Committee shall cause the company in the office of the General Counsel to confidentially retain a copy of the Complaint, the Fact Finding Report, and any other documents deemed relevant by the Audit Committee, for a period of three years from the date of the Complaint. Such retention shall be solely for archival purposes.

Publication


This Accounting Complaint Resolution Process shall be contained in the company's employee handbook or otherwise communicated to the company's employees generally.


* Currently, the Designated Person is John Flether, Chairman of the Audit Committee and he can be contacted at Fletcher Spaght, Inc., 222 Berkeley Street, Boston, MA 02116.