Investor Relations

Code of Conduct


CODE OF CONDUCT & ETHICS POLICY

Purpose

The management of Stuart Olson Inc. expects all employees of Stuart Olson Inc. and its subsidiary companies (collectively referred to as the “Company”) to perform their functions within the Company with the highest degree of integrity and ethical behavior. The Company publishes these guidelines mindful of the fact that the good judgment of its staff is essential, and that no list of rules or guidelines can provide direction for all the varied circumstances that may arise.

Scope

This policy applies to employees, direct service providers, and agents of the Company. The conduct outlined by this code also encompasses the expectations under other Human Resources and Company policies dealing with behavior of employees. These policies include but are not limited to Information Technology policy, Privacy policy, Respectful Workplace – Violence and Harassment prevention policy, the Health, Safety and Environment policy, Insider Trading policy and the Whistleblower policy.

Policy

Each employee has a duty to act in the best interests of the Company.

Company Resources and Information

Employees shall not make unauthorized use of Company resources for his or her personal use or benefit or for the benefit of any other person.

Employees shall not make unauthorized disclosure of non-public information concerning the Company's intentions, investments, property development, sale or acquisition, purchasing or contracting activities.

Conflict of Interests Involving Family Members

Employees, who have, directly or through family or business connections, an interest in suppliers of goods or services, or in contractors or potential contractors with the Company, should not undertake to act for the Company in any transaction involving that interest without prior disclosure in writing to the Company. The employee must obtain written approval for the transaction before engaging the supplier/contractor.

Employees shall not act in any Company matter involving a member of his or her immediate family, including but not limited to matters affecting such family member's employment, evaluation or advancement in the Company.

Conflict of Interests with Personal Activities

Employees shall avoid outside employment, consultation or business activity involving obligations which may in any way conflict, or appear to conflict, with the Company's interests.

Employees shall refrain from personal activities, in which they could use, or might appear to have the opportunity to use, for personal gain, confidential information or special knowledge gained as a result of their relationship with the Company.

Employees shall not participate in the selection, award or administration of a contract with any party with whom he is negotiating potential employment or has any arrangement concerning potential employment.

Competitive Information

The Company seeks to outperform its competition fairly and honestly. It seeks competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of, and deal fairly with clients, suppliers, competitors and employees.

No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfairdealing practice.

Accounting & Auditing

The Company's books, records, accounts and financial statements must appropriately reflect its transactions, and include reasonable detail. These reports must also conform to applicable accounting and financial reporting standards as well as the Company’s system of internal controls. Accurate, timely and reliable books of account and records are essential for the Company to meet its business, legal and financial obligations. Officers, employees and independent contractors should therefore ensure all transactions with which they are involved are authorized and executed in accordance with the Company's policies and procedures.

It is a contravention of this Policy to fraudulently influence, coerce, manipulate, or mislead anyone engaged in the performance of an audit of the Company’s financial statements.

Business Gifts

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with clients. Employees must not either directly or indirectly, offer, give, solicit or receive gifts, benefits or other favours on behalf of the Company in order to secure preferential treatment, or to in any way inappropriately influence any person, including a public official, in the conduct of his or her official or professional capacity. A gift, entertainment or other favour should never be offered, given, provided, solicited or accepted by any Company employee, family member of an employee or agent unless it: (1) is not a cash gift; (2) is consistent with customary business practices; (3) is not excessive in value; (4) cannot be construed as a bribe or payoff; and (5) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts that you are not certain are appropriate.

Procedures

Employee Disclosure

Employees shall make full disclosure in writing of any business situation involving a family member and the Company. Such disclosure shall include the nature of the familial relationship, the business situation and the impact or potential impact of the employee's position or work activities on the business of such family member which could, or could be perceived to conflict with the employee’s duties within the Company if the employee were involved in such business activities.

Employees shall provide full disclosure, in writing, of any business or financial enterprise or activity in which he or she is involved which might influence, or might appear to have the capacity to influence his or her official decisions or actions on Company matters.

In any case in which an employee believes that his or her conduct or activities may conflict with these guidelines or activities, may appear to conflict with these guidelines, or may otherwise create a conflict of interest, the employee should disclose the details of his or her situation in writing to the employee’s supervisor or manager. Such disclosure will include the nature of the relationship and the impact or potential impact of the employee’s involvement.

Reporting Activities

The Company will not condone discrimination, retaliation, threats or harassment of any kind for good faith reports by employees of misconduct by others. Employees are expected to cooperate in internal investigations of misconduct.

Employees are encouraged to talk to supervisors within their business unit about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. Should an individual not feel comfortable taking the issue to management within their business unit, they may contact the Chief Executive Officer or General Counsel.

Employees are encouraged to make use of the Whistleblower policy in the event they are uncomfortable discussing the issue with their supervisor or manager or with the Company’s management team.

Examples of instances where conduct may be inappropriate and requires notification:

  • An unlawful act whether civil or criminal; • Breach of or failure to implement or comply with any approved policy of the Company;
  • Knowingly breaching federal or provincial laws or regulations;
  • Unprofessional conduct or conduct that is below recognized and established standards of practice;
  • Questionable accounting or auditing practices;
  • Dangerous practice likely to cause physical harm or damage to any person/property;
  • Failure to rectify or take reasonable steps to report a matter likely to give rise to a significant and avoidable cost or loss to the Company;
  • Abuse of power or authority for any unauthorized or ulterior purpose; and
  • Unfair discrimination in the course of employment or provision of services.

Complaint Investigation and Resolution

All complaints will be investigated with care and discretion. Investigation will be undertaken in all instances and disciplinary action taken when required. All formal complaints and their resolutions will be reported to the Audit Committee of the Company on a quarterly basis.

Violations

Employees found to be in violation of this policy will be subject to discipline up to and including termination.