CODE OF ETHICS

Basic Obligations

Under the Corporation’s ethical standards, Personnel share certain responsibilities. It is each such person’s responsibility to (i) become familiar with, and conduct Corporation business in compliance with, applicable laws, rules and regulations and this Code; (ii) treat all Corporation employees and business partners in an honest and fair manner; (iii) avoid situations where any Personnel’s personal interests are, or appear to be, in conflict with the Corporation’s interests; and (iv) safeguard and properly use the Corporation’s proprietary and confidential information, assets and resources, as well as those of the Corporation’s business partners.

Fair Dealing

Personnel are required to deal honestly and fairly with the Corporation’s suppliers, competitors and other third parties. When dealing with suppliers and other third parties, the Corporation:

• prohibits bribes, kickbacks or any other form of improper payment, direct or indirect, to any representative of government, labor union, customer or supplier in order to obtain a contract, some other commercial benefit or government action;
• prohibits Personnel from accepting any bribe, kickback or improper payment from anyone;
• prohibits gifts of more than modest value to or from suppliers or customers;
• limits marketing and client entertainment expenditures to those that are necessary, prudent, job-related and consistent with the Corporation’s policies and best interests;
• requires clear and precise communication in the Corporation’s contracts, its advertising, its literature, and its other public statements and seeks to eliminate misstatements of fact or misleading impressions; and
• prohibits Personnel from otherwise taking unfair advantage of the Corporation’s suppliers, or other third parties, through manipulation, concealment, abuse of privileged information or any other unfair-dealing practice.

Conflicts of Interest

Personnel should not engage in any activity, practice or act which creates or gives the appearance of a conflict with the best interests of the Corporation or its partners. A conflict of interest occurs when any Personnel places or finds himself or herself in a position where his or her private interests create or give the appearance of a conflict with the best interests of the Corporation or have an adverse effect on such person’s motivation or the proper performance of his or her job. Examples of such conflicts could include, but are not limited to:

• accepting outside employment with, or accepting personal payments from, any organization which does business with the Corporation or competes with the Corporation for the purchase or sale of property, services or other interests;
• competing with the Corporation for the purchase or sale of property, services or other interests or taking personal advantage of an opportunity in which the Corporation has an interest;
• having, or immediate family members having a financial interest in a firm which does business with the Corporation;
• seeking or accepting any personal loans or services from any entity with which the Corporation does business, except from financial institutions or service providers offering similar loans or services to third parties under similar terms in the ordinary course of their respective businesses;
• accepting any personal loan or guarantee of obligations from the Corporation, except to the extent such arrangements are legally permissible; and
• having a financial interest, including significant share ownership, in a transaction involving the Corporation or a business partner or supplier, other than in circumstances where (i) the interested personnel has made full disclosure to the Corporation of the nature and extent of the interest; (ii) the board of directors of the Corporation has approved the transaction; and (iii) the transaction is effected in accordance with all applicable laws and regulations.

Personnel must not place themselves or remain in a position in which such person’s private interests conflict with the interests of the Corporation.

If the Corporation determines that any Personnel’s outside work interferes with performance or the ability to meet the requirements of the Corporation, as they are modified from time to time, such person may be asked to terminate such outside work if he or she wishes to remain employed by the Corporation. To protect the interests of both the Personnel and the Corporation, any activity that involves a potential or apparent conflict of interest may be undertaken only after disclosure to the Corporation by such person and review and approval by management of the Corporation.

Confidentiality Concerning Corporate Affairs

Personnel must preserve and protect the confidentiality of information entrusted to them by the Corporation or its customers and suppliers and with which they come into contact in their work, except when disclosing information which is expressly approved by an officer of the Corporation with authority to give such approval, including if legally mandated. Confidential information encompasses proprietary information which is not in the public domain that could be of use to competitors, or that could harm the Corporation, its employees, its suppliers or business partners if disclosed.

Personnel must also not use or disclose to the Corporation any proprietary information or trade secrets of any former employer or other person or entity with whom obligations of confidentiality exist. Similarly, this obligation to protect confidential information continues after leaving the Corporation.

Disclosure

The Corporation is committed to providing full, fair, accurate, timely and understandable disclosure in reports and documents that the Corporation files, or furnishes to, the Canadian and United States regulatory authorities and in other public communications made by the Company.

Accuracy of Corporate Records

The Corporation is required to record and publicly report all internal and external financial records in compliance with Canadian generally accepted accounting principles (“GAAP”) and United States GAAP, or such other accounting standards as prescribed under applicable law, where applicable. Therefore, Personnel are responsible for ensuring the accuracy of all books and records within their control and complying with all Corporation policies and internal controls. All Corporation information must be reported accurately, whether in internal personnel, safety, or other records or in information the Corporation releases to the public or files with, or furnishes to, Canadian or United States regulatory authorities.

Financial Reporting and Disclosure Controls

The Corporation is required to file or furnish periodic and other reports with certain Canadian and United States regulatory authorities and to make certain public communications. The Corporation is required by such regulatory authorities to maintain effective “disclosure controls and procedures” so that financial and non-financial information is reported timely and accurately both to its senior management and in any public filings it makes. Personnel are expected, within the scope of their employment duties, to support the effectiveness of the Corporation’s disclosure controls and procedures.

Compliance with All Laws, Rules and Regulations

The Corporation is committed to compliance with all applicable laws, rules, and regulations, including laws and regulations applicable to the Corporation’s securities and trading in such securities, as well as any rules promulgated by any exchange on which the Corporation’s shares are listed or quoted for trading.

Health and Safety

The Corporation is committed to making its work environment safe, secure and healthy for its Personnel and others. The Corporation complies with all applicable laws and regulations relating to safety and health in the workplace. The Corporation expects all Personnel to promote a positive working environment for all. Personnel are expected to consult and comply with all Corporation rules regarding workplace conduct and safety. Personnel should immediately report any unsafe or hazardous conditions or materials, injuries, and accidents connected with the Corporation’s business and any activity that compromises corporate security to a senior officer of the Corporation. Personnel must not work under the influence of any substances that would impair the safety of others. All threats or acts of physical violence or intimidation are prohibited.

Respect for the Corporation’s Employees

The Corporation’s employment decisions will be based on reasons related to its business, such as job performance, individual skills and talents, and other business or related factors. The Corporation requires adherence to all federal, state, provincial or other local employment laws. In addition to any other requirements of applicable laws in a particular jurisdiction, the Corporation prohibits discrimination in any aspect of employment based on race, color, religion, sex, national origin, disability or age, within the meaning of applicable laws.

Abusive or Harassing Conduct Prohibited

The Corporation prohibits abusive or harassing conduct by its Personnel toward others, such as unwelcome sexual advances, comments based on ethnicity, religion or race, or other non-business, personal comments or conduct that make others uncomfortable in their employment with the Corporation. The Corporation encourages and expects all Personnel to report to their direct supervisors harassment or other inappropriate conduct as soon as it occurs.

Privacy

The Corporation, and companies and individuals authorized by the Corporation, collect and maintain personal information that relates to its Personnel, including compensation, medical and benefits information. The Corporation follows procedures to protect information wherever it is stored or processed, and access to the personal information of its employees is restricted. Personal information will only be released to outside parties in accordance with the Corporation’s practices and applicable legal requirements. Personnel who have access to personal information must ensure that personal information is not disclosed in violation of the Corporation’s practices.

Raising Concerns and Reporting Violations

It is the responsibility of all Personnel to understand and comply with this Code.

If any Personnel observe or become aware of an actual or potential violation of this Code or of any applicable law or regulation, whether committed by Corporation employees or by others associated with the Corporation, it is their responsibility to report the circumstances as outlined herein and to cooperate with any investigation by the Corporation. This Code is designed to provide an atmosphere of open communication for compliance issues and to ensure that Personnel acting in good faith have the means to report actual or potential violations.

For assistance with compliance matters and to report actual or potential compliance infractions, Personnel should contact the Chief Executive Officer of the Corporation. Personnel may also submit reports of violations to this Code in writing on a confidential basis to the Chair of the Corporation’s Audit Committee (the “Audit Committee”) in an envelope labeled with a legend such as “To be opened by the Audit Committee only, being submitted pursuant to the Code of Business Conduct and Ethics.” Personnel may submit such confidential envelopes directly or via any officer of the Corporation, who shall pass it on forthwith to the Chair of the Audit Committee.

Notwithstanding the foregoing, officers and directors who become aware of any violation of this Code shall promptly report them to the Chair of the Audit Committee openly or confidentially (in the manner described above) in those instances described above.

Following the receipt of any complaints submitted hereunder, the Audit Committee will investigate each matter so reported and recommend corrective disciplinary actions to the Corporation’s Board of Directors (“Board”), if appropriate, up to and including termination of employment.

There will be no reprisals against Personnel for good faith reporting of compliance concerns or violations.

Policy against Retaliation

The Corporation prohibits any Personnel from retaliating or taking adverse action against anyone for raising suspected conduct violations or helping to resolve a conduct concern. Any individual who has been found to have engaged in retaliation against a director, officer or employee of the Corporation for raising, in good faith, a conduct concern or for participating in the investigation of such a concern may be subject to discipline, up to and including termination of employment or other business relationship. If any individual believes that he or she has been subjected to such retaliation, that person is encouraged to report the situation as soon as possible to one of the people detailed in the “Raising Concerns and Reporting Violations” section above.

Relationship to Other Policies

All Corporation policies apply to Personnel. If such person is a director, applicable corporate law and any guidelines of the Board in force from time to time will guide him or her procedurally in his or her position as a director. In addition, if such person is a member of a committee of the Board, the applicable committee charter(s) should guide his or her conduct in carrying out his or her duties on such committee. In the event of any conflict between such policies and this Code, the terms of this Code shall govern.

Waivers and Amendments

Only the Board may waive application of or amend any provision of this Code. A request for such a waiver should be submitted in writing to the Board, Attention: Chair of the Board, for the full Board’s consideration. The Corporation will promptly disclose to the appropriate regulatory authorities in accordance with applicable Canadian and United States securities laws and regulations and applicable exchange rules upon which the Corporation’s securities are listed or quoted for trading all substantive amendments to the Code as well as all waivers of the Code granted to directors or officers by the Board.

No Rights Created

This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of the Corporation’s business. It is not intended to and does not, in any way, constitute an employment contract or an assurance of continued employment or create any rights in any employee, director, client, supplier, competitor, shareholder or any other person or entity.