GraceKennedy

8.1 Compliance

GraceKennedy actively promotes compliance with the laws, rules and regulations that govern our Company's businesses , including environmental laws and regulations. You must ensure that, for applicable businesses, the systems necessary to protect the quality of our environment are in place. Obeying both the letter and spirit of the law is one of the foundations of GraceKennedy's ethical standards. GraceKennedy companies and employees must follow and obey the laws of all territories where we operate. While no employee is expected to be an expert on every detail of all the laws that govern our business in every jurisdiction, you are expected to understand the laws and regulations applicable to your company, division or business unit and to understand the regulatory environment operated within. You should consult with your supervisor, internal or external counsel as necessary for assistance. The Guidelines and the policies of the Company have been written to promote compliance with the law. However, should compliance with the Guidelines or any policy of the Company bring you into conflict with applicable law in any jurisdiction where GraceKennedy conducts it business, you must obey the law and immediately notify your supervisor or manager of the conflict as soon as possible so that the conflict may be promptly resolved. If you have questions or concerns about practices or policies that might violate the Guidelines, you must bring them to the attention of your supervisor or manager as appropriate.

8.2 Reporting of Breaches or Irregularities & "Whistle Blowing"

If you believe that you may have breached the Guidelines or any policy of the Company that applies to you, or if you have observed a breach of the same by another employee , or a serious weakness or deficiency in the Company's policies, procedures or controls which might enable breaches to occur or to go undetected, you have a responsibility to report this immediately. The Company is committed to affording employees a reliable process through which breaches, irregularities or concerns over any wrongdoing wrong doing occurring within the Group, may be reported without fear of loss of job or other reprisals. The Whistle Blowing Policy of the Group protects persons who, in good faith, report actual or perceived breaches, irregularities or wrongdoing within the Group by another employee. If you make a report under the Whistle Blowing Policy you will not be at risk of losing your job or suffer other adverse consequence as a result , provided that:

• The report is made in good faith, without malice or other improper motive, and
• You reasonably believe that the information provided in your report and any allegations contained in it are substantially true.
• If your report is made on a confidential basis, your confidentiality will be protected. However, concerns expressed in confidence, which we cannot properly investigate without breaching your confidentiality, and concerns that are raised anonymously, will only be considered at the discretion of the Company.
• The Whistle Blowing Policy provides that employees should generally make the reports by using the usual chain of communication. If an employee is not comfortable using the usual chain of communication the employee may make the report directly to:

• The Chief Human Resources Officer, Chief Corporate Secretary/Senior Legal Counsel or Chief Internal Auditor or
• The Chairman & CEO, Chairman of the Audit Committee or Chairman of the Corporate Governance Committee of the Board, if the circumstances warrant this.