APPENDIX FIVE C

Approval Policy and Procedures

POLICY

Management is responsible for establishing the approval and authorization requirements necessary to commit Company funds or assets.

PURPOSE

To safeguard company assets by establishing levels of accountability in terms of transaction approval.

SCOPE

This policy applies to company operations worldwide.

1.0 All employees must be aware of and adhere to their approval authorization limits.

2.0 The finance organization is responsible for ensuring compliance with these guidelines. Either the president or the chief financial officer may approve exceptions to this policy but not beyond the limits of their authority.

3.0 The authorization limits should be converted to the functional currency of the operation. It is the local finance manager’s responsibility to update the local levels as needed due to foreign currency exchange fluctuations.

4.0 Related Party Transactions. All related party transactions should be handled in accordance with the company policy titled “Related Party Transactions.” A related party transaction includes the purchase of goods or services from an employee of the Company, an immediate family member(s) of the employee, or a company, partnership, or other entity controlled by employee or their immediate family member(s). Related party transactions cannot be presumed to be carried out at arm’s length. Thus, all such related party transactions require preapproval by the corporate controller or chief financial officer. ...

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