Climb Global Solutions, Inc.
Whistleblower Policy

This process describes procedures at Climb Global Solutions, Inc. (“Climb”) Climb for handling complaints relating to, accounting, internal accounting controls, or auditing matters (collectively, “Accounting Matters”), and (ii) the confidential anonymous submission by individuals of concerns regarding questionable Accounting Matters (commonly referred to as "whistle blowing").  The procedures are designed to assist in reporting and investigating and, where appropriate, acting upon a complaint by any person or persons within or outside Climb about any questionable Accounting Matters, including:

  • Falsification of accounting or audit data;
  • Failure to comply with or observe a legal or SEC obligation regarding Accounting Matters;
  • Financial malpractice; and

Suppression or concealment of any information relating to any of the above. Only allegations of financial, accounting or auditing malpractice will be investigated.

  1. Climb employees should submit to the Audit Committee, on a confidential and anonymous basis, any concerns regarding questionable Accounting Matters.
  2. All allegations should be submitted to the Audit Committee using the contact information below:
    Phone Number in US & Canada: 1-800-916-7037
    For International Phone Numbers click on the above link
    Company identifier: 9784
  3. The Audit Committee will receive, retain and address all complaints received.
  4. No detrimental action of any kind will be taken against a person making a complaint of the nature described above, provided that it is done in good faith. “Good faith” means that the person has a reasonably held belief the complaint made is true and has not been made either for personal gain or for any ulterior motive.
  5. A whistleblower who makes a report that is not done in good faith, could be subject to a disciplinary action. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
  6. Each allegation will be logged and tracked with a unique number.
  7. In all cases where an allegation has been made, the Audit Committee will acknowledge its receipt, if the alleger has provided their name, and keep a record of action taken. If on preliminary examination the allegation is judged to be wholly without substance or merit, the allegation may be dismissed. The person making the allegation will be so informed and may re-make the allegation to the Chairman of the Board or, if he/she has previously been involved in the matter, to the Chair of the Audit Committee. The person or persons against whom an allegation is made will be informed of the allegation and the evidence supporting it and will be allowed to comment before the investigation is concluded. All allegations, including those dismissed after preliminary examination, and the results of their investigation will be reported to the Audit Committee. The outcome of all allegations will also be reported to the complainant.
  8. The identity of any person making an allegation will be kept confidential until a formal investigation is launched. Thereafter, the identity of the person making the allegation may be kept confidential, if requested, unless this is incompatible with a fair investigation (e.g. the need of the person(s) against whom the allegation is made to know the identity of his/her accuser) or unless there is an overriding reason for disclosure. Provided that the allegation has been made in good faith, the employment position of the person making it will not be adversely affected by reason of making the allegation.  The identity of any such person may be disclosed if it is reasonably determined that a complaint was made maliciously or recklessly, or if disciplinary proceedings are invoked against any individual as a result of such complaint.
  9. If someone who has made a whistleblowing allegation remains dissatisfied with the outcome of the investigation because either: (1) they believe the procedures have not been followed properly, or (2) they are convinced that the decision is one which no reasonable person could have reached, there is a right of appeal on these grounds only. Any such appeals shall be addressed to Climb legal counsel.