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; and,
- Act legally, ethically, honestly, and morally.
Why do we need a Code of Business Conduct?
To set Matrikon business standards
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.
To know where to go if you have questions
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 General Counsel.
To communicate corporate expectations
You will be provided with a hardcopy or electronic copy of this Code. You will receive information of corporate expectations through the orientation process, your manager or supervisor, corporate communiques, email notes from the Chief Executive Officer (CEO), and updates of 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
Laws and Regulations
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.
Fair Treatment of Individuals
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).
Conflicts of Interest
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.
Confidential Information
You will not disclose nor use confidential information from Matrikon, its business decisions, or 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.
Insider Information / Investment Activity
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 refer to Matrikon's Insider Trading and Blackout Policy and Disclosure Policy.
Gifts and Other Benefits
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 to your manager.
The payment or receipt of bribes or "kickbacks" is strictly prohibited.
Agents, Consultants and Representatives of Matrikon
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.
Company Resources (Assets)
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.
Copyrights and Licenses
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 Policy.
Political or Public Activities and Contributions
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.
Records and Reporting
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.
Company associates must make every effort to abide by this Code and is your responsibility to report suspected incidents and/or violations.
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.
Suspected incidents and/or violations may also be reported anonymously to the Chair of the Audit Committee as described in the next paragraph.
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 the MIX Portal under the heading "Links" by clicking on the words "Audit Committee-Report an Incident".
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 General 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.