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Business Code of Conduct
Objective
The corporate philosophy of Matrikon Inc. and its
subsidiaries ("Matrikon") is that good ethics and good business go hand in hand.
The conduct and values of its company associates reflects upon Matrikon. These
business standards provide a general framework of values and obligations that
should be adhered to at all times. Corporate standards guide each company
associate’s professional conduct in regards to actions, words, sense of
fairness, honesty, and integrity. These standards apply to all company
associates, agents, contractors, and clients retained by Matrikon.
Matrikon is required to comply with laws in all jurisdictions, and these standards
support and reflect our statutory compliance with such laws.
Please note: the first time a defined term appears in this document, the text will
be italicized. Definitions are readily available in the "Matrikon Standards
Definition Appendix".
Principles
Matrikon’s business must be conducted in a lawful and
ethical manner, with honesty, integrity, and a strong commitment to the highest
standards of ethics and compliance with all laws.
All company associates are expected to:
Be honest and accurate in what they say and write.
Identify themselves in a professional manner whenever representing Matrikon.
Observe and comply with all laws and government regulations.
Act legally, ethically, honestly, and morally.
Why do we need a Code of Business Conduct?
Matrikon has established this Code of Business Conduct (the
"Code"). This statement of Matrikon’s expectations and objective, outlines how
we will conduct our business, and will be followed by all company associates,
agents, contractors, and clients of Matrikon. The Code is intended to reflect
and reinforce our business standards, and to identify possible conflicts of
interest that may arise in the course of its day-to-day operations.
The Code is general in nature. If you believe any situation, action taken, or
activity may be in violation of Matrikon’s ethical and legal guidelines, or
feel you are being asked to compromise your values, it is your responsibility
to communicate this to the company. You are encouraged to contact your manager
for clarification. Where not practical, contact Human Resources or In House
Legal Counsel.
You will be provided with a hardcopy or electronic copy of this Code. You will
receive information about corporate expectations through the orientation
process, your manager or supervisor, corporate communiqués, e-mail notes from
the Chief Executive Officer (CEO), or updates to the corporate standards and
procedures. As a condition of your continued employment with Matrikon, you must
abide by these principles, standards, and guidelines in your job duties.
Guidelines
All company associates are expected to comply with the
laws and regulations of all jurisdictions where Matrikon conducts its business.
No individual shall encourage another individual to circumvent applicable laws
or regulations, nor the rules of honest business conduct, nor shall they condone
any such violation. We adhere to the principles of the "Canadian Corruption of
Foreign Public Officials Act" and the "United States Foreign Corrupt Practices
Act". This legislation prohibits offering or giving anything of value to foreign
government officials, or making unlawful political contributions in order to
obtain or retain business, or to influence an official decision. Liability under
this legislation cannot be avoided through the use of agents or third-party
intermediaries, and the penalties for contravention of this legislation are
severe.
All individuals employed or associated with Matrikon will be treated with
respect, dignity, and equality. We are committed to equal opportunity for all
employees, without bias based on differences in culture, ethnicity, colour,
religion, gender, sexual orientation, age, marital status, national origin, or
handicap. We will provide a workplace free from all forms of discrimination,
including sexual and other forms of harassment. (Refer to Matrikon’s Harassment
policy).
Our general rule is that company associates should avoid any activity,
investment or interest that is, or appears to be, in conflict with the business
or their employment with Matrikon. Potential conflicts of interest must be
disclosed and resolved including where a company associate:
Acts as an officer, director, employee, partner, agent, consultant or client
for
any of Matrikon’s competitors, suppliers or contractors.
Engages in other outside employment where there is a potential for conflict.
Management should be informed of such external employment to
ensure that
no conflict exists and that your job performance with
Matrikon is not adversely
affected.
Directly or beneficially holds a substantial (greater than 10%) financial or
other
interest in any business or organization with which Matrikon
has business
dealings, and the employee or their family could receive a
benefit from
transactions with Matrikon.
Participates in a venture where Matrikon has expressed a business interest.
Where appropriate, Matrikon may request written disclosure of
outside business interests to determine compliance with the Code. As well, an
individual may wish to provide Matrikon with such disclosure in advance.
Matrikon will review the circumstances and issue a letter indicating the
awareness of the individual’s actions or involvement, and that (in the outlined
situation) there is no conflict of interest; or, alternatively, Matrikon may
specify appropriate action required to ensure compliance with the Code.
You will not disclose information about Matrikon, its business decisions, its
shareholders, partners, clients, or other associates unless it is part of your
job duties or you have written consent from Matrikon. This includes both
internally-generated information and confidential information received from
external sources. Unless there is a "need to know", this information should be
kept out of sight, and not disclosed whether it is at work, home, in public, or
elsewhere.
From time to time, company associates will have inside information that may not
be known to the general public. This may be information about new products,
plans or processes, mergers, acquisitions, negotiations relevant to significant
business deals, contracts, sales, lawsuits, or special relationships with
others.
Under securities legislation, the company associate of Matrikon may be considered to
be in a "special relationship" with certain shareholders, and partners of
Matrikon. It is not permitted to use undisclosed material information
(including material facts and material changes) concerning Matrikon, its
shareholders or partners to your personal advantage, or the corresponding
disadvantage of others in the securities market. It is also prohibited for a
person with such information to give it to others, or "tipping", so that the
other person may improperly make use of the information.
For more detailed guidelines regarding the use, disclosure and restrictions of this
information, you may refer to Matrikon’s Blackout standards and Disclosure
(Information Dissemination) standards.
Company associates will not give or offer, directly or indirectly, anything of
significant value to a business associate or government official to influence
or reward an action. Conversely, we will not accept a gift, favor, loan,
special service, payment, or special treatment of any kind where such items
could be viewed as creating an obligation or influencing a business decision.
Where usually-accepted business practices permit or require, and where
appropriate to the business role and responsibilities of the individuals,
provision of meals, entertainment, or promotional gifts of a reasonable value
is acceptable. If you are uncertain about the appropriateness of a proposed
business gift, you are encouraged to speak you’re your manager.
The payment or receipt of bribes or "kickbacks" is strictly prohibited.
This Code applies equally to agents, consultants, subcontractors, or
representatives acting on Matrikon’s behalf. We will not retain such parties in
an effort to circumvent our standards or business values.
All company associates are required to protect and use company resources
(assets) for the advancement of Matrikon’s business. Tangible company resources
(assets) include, but are not limited to, equipment, supplies and vehicles.
Other resources (assets) may include intellectual property, and can be
inventions, discoveries, ideas, trademarks, trade secrets, and patents.
For further information regarding company resources (assets), refer to our Employee
Secrecy and Inventions Agreement. You are reminded to follow your obligation in
your agreement.
All company associates will respect all copyrights and other intellectual
property protections, including those relating to software or hardware,
trademarks, and trade secrets used by Matrikon. More details are provided in
the Acceptable Computer Usage and Information Security Standards.
All company associates will not use or contribute company time, funds, or
assets for the benefit of any political party, candidate, or official, except
as permitted by law and authorized in advance by the Chief Executive Officer
(CEO). Attendance at political functions, or at functions widely attended by
industry counterparts, is acceptable and does not require approval. These
standards do not intend to restrict your personal involvement, use of your
personal (individual) resources for political or public activities.
All activities conducted by or on behalf of Matrikon are subject to audit. Such
audits may include a review of any related hard copy or electronic record.
Full, prompt, and accurate recording of operating and financial information, in
accordance with Canadian Generally Accepted Accounting Principles, is required.
No secret or unrecorded funds or assets shall be established or maintained.
Provision of intentionally erroneous or misleading documents or invoices to
accommodate other parties is also prohibited. We will maintain documentation
supporting corporate transactions and all other accounting entries. All company
associates will co-operate with Matrikon’s auditors at all times.
Personal Accountability
These standards apply to all company
associates, agents, consultants, and clients of Matrikon.
As designated by the Audit Committee, certain employees will be required to submit
an annual written confirmation of compliance with the Code to the Chairman of
the Audit Committee of the Board of Directors. The Audit Committee will also
designate the form and timing of confirmation that is required.
All new and existing employees are required to read and understand this Code. You
will receive information about corporate expectations through the orientation
process, your manager or supervisor, corporate communiqués, e-mail notes from
the CEO, or updates to the corporate standards and procedures.
Suspected incidents and/or violations should be reported to the first person listed
below who it is practical to notify:
Your manager
Human Resources
General Counsel
President
Chair of the Board of Directors
For example, if your
complaint were about your manager, you would not report it to the manager but to
Human Resources.
With respect to concerns and complaints regarding accounting, internal accounting
controls and auditing matters, those concerns and complaints shall be forwarded
to the Chair of the Company's Audit Committee. Submissions of concerns and
complaints may be made anonymously and in any event, will be held confidential.
The chair of the Audit Committee can be reached at MyMatrikon under the heading
Audit Committee.
Violations of these standards will be subject to investigation, discussion,
potential disciplinary action (up to and including termination of employment
‘with just cause’), and, if warranted, Civil proceedings.
If you have any questions or concerns about compliance with the subjects described
in these standards it is your responsibility to seek clarification from your
manager. If not practical, contact the Human Resource office or In-house Legal
Counsel.
Please note:
Information contained in the Investor section of Matrikon's web site was
accurate at the time of posting, but may have been superseded by subsequent
disclosures.
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