LAZARD LTD
Procedures For Addressing Concerns with regard to Accounting,
Internal Accounting Controls and Auditing Matters under the
Sarbanes Oxley Act of 2002
In compliance with the Sarbanes Oxley Act of 2002, the Audit
Committee of the Lazard Ltd Board of Directors has established
procedures for the receipt and retention of concerns or complaints
raised by any employee or managing director regarding accounting,
accounting controls, or auditing matters (“Accounting Issues”).
In addition to these procedures, each local jurisdiction in which
Lazard operates may have adopted additional procedures for reporting
potential breaches of various banking, ethical or regulatory
compliance obligations. Please contact each local Legal and/or
Compliance Department for a copy of these procedures.
Receipt of Employee or Managing Director Complaints
- Employees and Managing Directors of Lazard are encouraged
to communicate Accounting Issues directly to their supervisor.
Employees and managing directors may also direct any Accounting
Issues to the Legal and Compliance Department, Internal Audit,
or to any other Company resource with which they are comfortable.
- Employees or Managing Directors wishing to report Accounting
Issues are encouraged to identify themselves and may do so
confidentially by reporting such issues as follows:
Rest of Europe
To: Lazard & Co. S.r.l.
Via Dell’Orso 2
20121 Milan
Attn: Legal & Compliance Dept. |
In the U.S. and rest of the World
To: Lazard Ltd
30 Rockefeller Plaza
New York, NY 10020
Attn: Legal & Compliance
Office of the General Counsel, 62nd Floor |
Any anonymous reports will be subject to a preliminary analysis
before further investigation of the underlying allegations.
What Are Accounting Issues?
For further clarification, Accounting Issues include, without
limitation, the following:
a. fraud or deliberate error in the preparation, evaluation,
review or audit of any financial statement of Lazard;
b. fraud or deliberate error in the recording and maintaining
of financial records of Lazard;
c. deficiencies in or noncompliance with Lazard's internal accounting
controls;
d. misrepresentation or false statement to or by a senior officer
or accountant regarding a matter contained in the financial
records, financial reports or audit reports of Lazard; or
e. deviation from full and fair reporting of Lazard's financial
condition.
Treatment of Complaints
| a. |
Upon receipt of a complaint or concern the
local Legal and/or Compliance Dept. will (i) notify the General
Counsel of Lazard Ltd and (ii) when possible, acknowledge
receipt of the Issue to the reporting person. |
| b. |
The General Counsel and/or the local Legal and /or Compliance
Dept. will promptly inform any employee or managing director
who is alleged to be involved in an Accounting Issue of the
facts alleged against him/her, as well as how to exercise
his or her rights of access and correction. Such notice may
be deferred for a very limited time period in order to secure
any potential evidence. |
| c. |
The General Counsel of Lazard Ltd will (i) forward complaints
that pertain to Accounting Issues to Internal Audit for initial
investigation and (ii) notify the Audit Committee that the
complaint has been so forwarded. If it is unclear whether
a complaint actually pertains to Accounting Issues, it will
be forwarded to Internal Audit for assessment of whether
the complaint falls within the scope of the procedure, i.e.
pertains to Accounting issues, or concern facts which are
serious enough to affect the vital interest of the Company
or its employees' physical or mental integrity. If not, the
reporting individual will be directed to the appropriate
department. |
| d. |
Internal Audit will investigate complaints relating to
Accounting Issues under Audit Committee direction and oversight.
Confidentiality will be maintained to the extent possible,
consistent with the need to conduct an adequate investigation. |
| e. |
Prompt and appropriate corrective action will be taken
when and as warranted in the judgment of the Audit Committee. |
Lazard will not discharge, demote, suspend, threaten, harass
or in any manner discriminate against any employee or Managing Director in the terms and conditions of employment based upon
any lawful actions of such employee or managing director with
respect to good faith reporting of complaints regarding Accounting
Issues, even if the underlying facts do not support the complaint
or concerns raised. However any abuse of the system through the
filing of complaints not made in good faith may result in disciplinary
action or legal proceeding against the author of the abuse.
In no event may an accused employee or managing director gain
access to information relating to third parties, such as the
identity of the reporting person.
Reporting and Retention of Complaints and Investigations
Complaints alleging fraud, intentional misrepresentation,
malfeasance or significant loss exposure will be reported immediately
to the Audit Committee of the Lazard Ltd Board of Directors (as
well as to the CEO, CFO and General Counsel of Lazard Ltd).
- The General Counsel of Lazard Ltd will maintain a log
of all complaints, tracking their receipt, investigation and
resolution. Statistical information and data relating to the
types of reports received and corrective measures taken will
be maintained for a minimum of 3 years from the end of the
fiscal period in which the relevant audit was conducted. Data
related to an allegation that is found to be unsubstantiated
will be deleted or archived without delay. Data relating to
a report giving rise to an investigation will be deleted or
archived within two months after the investigation is closed,
unless a disciplinary procedure or legal proceeding is initiated
against the person incriminated in the report or the author
of an abusive report.
- Any employee or managing
director has the right to access and correct his or her personal
data, including any information available in the log of complaints,
and may do so by contacting either the General Counsel of Lazard
Ltd or the local Legal and/or Compliance Department.
The General Counsel will prepare a quarterly summary of complaints
received, unresolved complaints and complaints resolved during
the month, which will be forwarded to the Audit Committee of
the Lazard Ltd Board of Directors as part of the quarterly
reporting package. The summary will be accompanied by Internal
Audit reports regarding completed investigations.