This Code of Business Conduct and Ethics is intended
as an overview of the Company's guiding principles.
This Code cannot and is not intended or to cover
every applicable law provide answers to all questions
that might arise. Each person must in the end rely
on their good sense of what is proper, which includes
the ability and willingness to seek advice and help
from others on what is the appropriate course of
Our business depends upon the reputation of the Company
and its directors, officers and employees for integrity
and principled business conduct. This Code is a statement
of goals and expectations for individual and business
conduct. It is the obligation of each and every director,
officer and employee of the Company to become familiar
with the goals and policies of the Company and apply
them in every aspect of our business.
2. CONFLICTS OF INTEREST
Directors and officers and employees of the Company
have a duty of loyalty to the Company, and must therefore
avoid any actual or apparent conflict of interest
with the Company. A conflict can arise when an employee,
officer or director takes actions or has interests
that may make it difficult to perform his or her
work objectively and effectively. Conflicts of interest
also arise when an employee, officer, or director,
or a member of his or her family, receives improper
personal benefits as a result of his or her position
in the Company. If such a situation arises, this
must immediately be reported to the Chief Executive
Officer who will report any such circumstances to
the next meeting of the Board.
3. CORPORATE OPPORTUNITIES
No director, officer or employee may:
(a) Take for himself or herself personally opportunities
that are discovered through the use of Company property,
information or position;
(b) Use Company property, information or position for
personal gain; or
(c) Compete with the Company.
Employees, officers and directors owe a duty to the
Company to advance its legitimate interests when the
opportunity to do so arises.
4. FAIR DEALING
Each director, officer and employee must endeavour
to deal fairly and in good faith with the Company,
customers, employees, suppliers, regulators, business
partners, competitors and others. No director, officer
or employee may take unfair advantage of anyone through
manipulation, concealment, abuse of privileged or
confidential information, misrepresentation, fraudulent
behaviour or any other unfair dealing practice.
All directors, officers and employees should maintain
the confidentiality of information entrusted to them
by the Company, its business partners, suppliers,
customers or others related to the Company's business.
Such information must not be disclosed to others,
except when disclosure is authorised by COMPANY or
required by law. Confidential information includes
all information that might be of use to competitors
or harmful to the Company, or its customers, if disclosed.
6. PROTECTION AND USE OF COMPANY ASSETS
‘he Company's assets, such as information, materials,
supplies, time, intellectual property, software,
hardware, and facilities, among other property, are
valuable resources owned, licensed, or otherwise
belonging to the Company. Safeguarding the Company's
assets is the responsibility of all directors, officers
and employees. All Company assets should be used
only for legitimate business purposes. The personal
use of Company assets without permission is prohibited.
7. ENVIRONMENTAL ISSUES
‘he Company's commitment to the environment is paramount.
‘he Company and its subsidiaries will comply with
best practice in the industry in protecting the environment.
It is the Company's policy to meet or exceed all
applicable regulatory requirements and to comply
with best practice in the industry. Each director,
officer and employee of COMPANY should work with
respect for the environment and in accordance with
this environmental policy.
8. ACCOUNTING PRACTICES
It is the policy of the Company to disclose the financial
condition of the Company in full compliance with
applicable accounting principles, laws, rules and
regulations. All books and records of the Company
must be kept in such a way as to properly reflect
all Company transactions.