Airlink, Inc.

Whistleblower Policy

Adopted by the Board on February 16, 2016

Introduction

Airlink, Inc. (the “Company” or “Airlink”) requires its directors, officers, employees and volunteers (each a “Protected Person”) to observe high standards of business and personal ethics in the performance of their duties on the Company’s behalf.  As employees and representatives of the Company, Protected Persons are expected to practice honesty and integrity in fulfilling their responsibilities and are required to comply with all applicable laws and regulations.

The objectives of this Whistleblower Policy are to encourage and enable Protected Persons, without fear of retaliation, to raise concerns regarding suspected unethical and/or illegal conduct or practices on a confidential and, if desired, anonymous basis so that the Company can address and correct inappropriate conduct and actions.

Reporting Responsibility

It is the responsibility of all Protected Persons to report in good faith any concerns they may have regarding actual or suspected activities that may be illegal, fraudulent or in violation of the Company’s policies with respect to, without limitation, fraud, theft, embezzlement, accounting or auditing irregularities, bribery, kickbacks, misappropriation or misuse of the Company’s assets, forgery or alteration of documents, unauthorized alteration or manipulation of computer files, pursuit of a benefit or advantage in violation of the Company’s Conflict of Interest Policy and authorizing or receiving compensation for hours not worked, goods not received or services not performed, as well as any violations or suspected violations of high business and personal ethical standards, as such standards relate to the Company (each a “Concern”), in accordance with this Whistleblower Policy.

No Retaliation

No Protected Person who in good faith reports a Concern shall suffer intimidation, harassment, retaliation, discrimination or adverse employment consequence because of such report.  Any employee of the Company who retaliates against someone who has reported a Concern in good faith is subject to discipline up to and including termination of employment.  Notwithstanding anything contained herein to the contrary, this Policy is not an employment contract and does not modify the employment relationship between the Company and its employees, nor does it change the fact that employees of the Company are employees at will.  Nothing contained herein is intended to provide any Protected Person with any additional rights or causes of action, other than those provided by law.

Reporting Concerns

Any Concerns should be reported as soon as shall be practicable to the Chair of the Company’s

Audit Committee (the “Compliance Officer”).  If a complainant is not comfortable discussing the Concern with the Compliance Officer, then he/she may report the Concern to another member of the Audit Committee or the Board of Directors.  If a Concern is reported verbally to the Compliance Officer and after discussion with the Compliance Officer, the individual reporting the Concern or the Compliance Officer believes that such Concern merits further attention, the complainant shall reduce the Concern to writing, with the assistance of the Compliance Officer if requested by the individual.

A “Reported Concern” is any Concern that:

1. is written;
2. is submitted to the Compliance Officer;
3. the complainant believes merits further review or investigation after discussion with the Compliance Officer.

Compliance Officer

Any questions with regard to the scope, interpretation or operation of this Whistleblower Policy should also be directed to the Compliance Officer.  The Compliance Officer is responsible for investigating and resolving all Reported Concerns and shall advise the Audit Committee of all Reported Concerns.  The Compliance Officer shall report to the full Board of Directors at each regularly scheduled board meeting on compliance activity.

Handling of Reported Concerns

The Compliance Officer will acknowledge the receipt of each Reported Concern within five (5) Business Days, but only to the extent that the reporting person’s identity is disclosed or the contact information for such person is provided.  The Compliance Officer shall promptly notify the Audit Committee of any Reported Concern.  If another member of the Audit Committee or the Board of Directors receives the Reported Concern, such other member of the Audit Committee or Chairperson of the Board shall make the acknowledgment to the complainant and report to the Audit Committee as required hereunder.  The Audit Committee shall be responsible for investigating all Reported Concerns; the scope of any such investigation being within the sole discretion of the Audit Committee, and appropriate corrective action will be taken if warranted by the investigation.  The Audit Committee may determine that a Reported Concern is outside the scope of this Policy, in which case it is not required to investigate the Reported Concern but should advise the complainant that his or her Concern is not covered by this Policy.

Investigation

The Compliance Officer and/or Audit Committee may delegate the responsibility to investigate a Reported Concern to one or more employees of the Company or to any other individual, including persons not employed by the Company, selected by the Compliance Officer or Audit Committee; provided that neither the Compliance Officer or the Audit Committee may delegate such responsibility to an employee or another individual who is the subject of the Reported Concern or in a manner that would compromise either the identity of an employee who reported the Concern anonymously or the confidentiality of the complaint or resulting investigation.  

Notwithstanding anything herein to the contrary, the scope, manner and parameters of any investigation of a Reported Concern, shall be determined by the Audit Committee in its sole discretion and the Company and its employees shall cooperate as necessary in connection with any such investigation.  The Audit Committee shall determine what professional assistance, if any, is needed in order to conduct an investigation.  The Audit Committee will be free in its sole discretion to engage outside auditors, counsel or other experts to assist in the investigation and in the analysis of results.

Acting in Good Faith

Anyone reporting a Concern must act in good faith and have reasonable grounds for believing that the information disclosed may indicate a violation of ethical standards.  Any allegations that prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense and may result in discipline, up to and including dismissal from a volunteer position or termination of employment. Such conduct may also give rise to other actions, including civil lawsuits.

Confidentiality

The Company takes seriously its responsibility to enforce this Policy and therefore encourages any person reporting a Concern to identify him or herself so as to facilitate any resulting investigation.  Notwithstanding the foregoing, in reporting a Concern, a Protected Person may request that such report be treated in a confidential manner (including that the Company take reasonable steps to ensure that the identity of the reporting person remains anonymous).  Concerns may also be reported on an anonymous basis.  Reports of Concerns will be kept confidential to the extent possible and consistent with the need to conduct an adequate investigation.

Distribution

The Company shall post a copy of this Policy on Airlink’s website.  A printed or electronic copy of this Policy shall also be provided to each employee of Airlink.  Contractors should be notified of the existence of the Policy and that it can be found on the website.