Code of Business Conduct and Ethics

Introduction

Canadian Energy Centre (CEC) is committed to the highest standards of openness, honesty and accountability and in cultivating an environment where services are conducted with impartiality and integrity. The intent is for there not to be, nor seem to be, any conflict between the private interests of employees and their duty to CEC.

CEC strives to ensure that all of its employees, directors and officers are treated fairly and are held accountable to the same standards. In order to accomplish this we have created a policy to explain our code of business conduct and ethics.

CEC commits itself to operating within the framework of the laws and regulations which govern its business. Employees, directors and officers shall become familiar with those laws and regulations to ensure that business conduct complies with those requirements and CEC policies. All employees, directors and officers shall maintain the security and confidentiality of customer, employee and corporate records and information.

CEC Commitment to Ethics and Ethical Practices

CEC employees, directors and officers will treat everyone fairly, have mutual respect, promote a team environment and avoid the intent and appearance of unethical or compromising practices.

CEC will promote a trustworthy and honest atmosphere to reinforce the vision of ethics within CEC. CEC will underscore the importance of integrity and encourage every employee, director and officer to consistently maintain an ethical stance and support ethical behaviour.

The leadership team within CEC must set a prime example. In any corporate activity, honesty and integrity must be top priority for management. The leadership team must have an open‐door policy and welcome suggestions and concerns from employees. This will allow employees to feel comfortable discussing any issues and alert management to concerns within the workforce.

CEC encourages open dialogue, honest feedback, fair treatment and objectivity, and will not tolerate harassment or discrimination.

Purpose

The purpose of this Code is to create an environment that encourages a specific standard of behaviour of employees, directors or officers to act honestly, responsibly, legally and ethically, both internally and externally, and in the best interests of CEC. No employee, director or officer is to subvert CEC’s interests to themself, nor should an employee, director or officer use their position at CEC for personal advantage. This Code of Business Conduct and Ethics Policy is intended to sensitize employees, directors and officers to significant legal and ethical issues that may arise. It is not, however, a comprehensive document that addresses every legal or ethical issue that an employee may confront, nor is it a summary of all laws and policies that apply to CEC’s business. In the end, no code of business conduct can replace the thoughtful behaviour of an ethical employee, director or officer.

Effective ethics is a team effort involving the participation and support of every CEC employee, director and officer. A culture of openness, honesty, trust, integrity and mutual respect will reinforce the vision of ethics within CEC.

CEC is committed to protecting directors, officers, employees, customers, contractors, volunteers, visitors and suppliers and CEC from inappropriate actions by CEC employees, directors and officers, whether knowingly or unknowingly, in the course of performing their duties and obligations at CEC. When CEC addresses issues proactively, and uses good judgement, it will help CEC better serve its stakeholders and the community.

Definitions

In this Code of Business Conduct and Ethics and its Appendices, the following terms have the meaning ascribed to them:

“Board” means the board of directors of CEC;

“CEO” means that Officer that is appointed the Managing Director and Chief Executive Officer of CEC;

“Code” means this Code of Business Conduct and Ethics;

“Director” means a member of the board;

“Officer” means an officer of CEC designated and appointed as such by the board;

“CEC” means the Canadian Energy Centre and its subsidiaries, if any;

“Employee” means any employee of CEC who is not defined as an officer;

“Leadership Team” collectively means the CEO and those employees of CEC designated as senior management reporting directly to the CEO;

“PIF Form” means the Personal Information Form attached as Schedule “A”;

“Related Persons” means close family members, including common law and adult interdependent partners, and close business associates; and

“Rules” means the Conflict of Interest Guideline.

Scope

Compliance with the Law

CEC and its employees, directors and officers shall comply with all lawful requirements applicable to CEC’s business. Whenever an employee, director or officer is in doubt about the application or interpretation of any legal requirement, they should refer the matter to their supervisor who, if necessary, should seek the advice of the appropriate member of the leadership team or, if necessary, our legal advisors.

Financial Documentation

All accounting and entries into the books and records of CEC shall conform to generally accepted accounting principles and to all applicable laws and regulations. All transactions are to be accurately documented and accounted for. In addition, no employee shall fraudulently influence, coerce, manipulate or mislead any independent, public or certified accountant in the performance of an audit of CEC’s financial statements for the purpose of rendering such financial statements materially misleading.

Dealings with the Public

All dealings between employees, directors or officers and the public, including public officials, are to be conducted in a manner that will not compromise the integrity or impugn the reputation of any employee, director, officer or CEC.

Dress Standards

All employees are asked to dress appropriately for their roles. No matter what position you hold, you may come in contact with our clients, guests and the general public. A professional, businesslike and well‐groomed manner is a credit to you and the company.

Protect Assets

Employees, directors and officers shall take reasonable steps to protect CEC assets. CEC assets are to be used for the benefit of CEC, not for personal benefit. Employees, directors and officers will take steps to protect CEC intellectual property and customer lists and will respect the property rights of other persons. Information transmitted through CEC resources implies affiliation with CEC and should therefore reflect positively upon CEC. Employees shall comply with the terms of any Email or Internet Policy in place at CEC.

Confidentiality

All employees, directors and officers must not disclose any confidential information known to CEC. All corporate information that is of a confidential and/or sensitive nature, such as pending transactions or financial results, that has not been released to the public, is to be kept confidential and not shared with any other person (except for employees or other persons hired by CEC that are working on the matter). The proceedings and all documentation of the Board and its committees are for discussion only with the employee, director and officer involved.

Gifts and Entertainment

Employees, directors or officers may not offer or accept any gifts or entertainment from any person who furnishes or seeks to furnish products or services to CEC through that employee, director or officer, other than gifts or entertainment of modest value (i.e. less than $300) that are in accordance with normal and acceptable business practice. “Gifts and entertainment” includes things such as tickets to sporting or cultural events, meals, beverages, travel, accommodation, and other goods and services for which the recipient does not pay fair market value. As a general guideline, entertainment and meals are acceptable as long as they are infrequent and within the boundaries of reason and moderation.

Each employee, director or officer must exercise good judgement in determining if a particular gift or entertainment falls within normal and acceptable business practice. Some useful considerations are:

  1. could the gift or entertainment be perceived to unfairly influence a business decision?
  2. Is the gift or entertainment moderate, reasonable and in good taste?
  3. Do you feel (or are attempting to exert) any pressure to grant special favours as a result of the gift or entertainment?
  4. Would the gift or entertainment stand up to public scrutiny (e.g. would it cause any embarrassment to you, the other party or CEC if you were required to disclose the giving or receiving of the gift in front of other customers, suppliers, employees, family members or other members of the public)?

If you have any doubt about any of the acceptability of any particular gift or entertainment, you should consult with the CEO.

Trade Knowledge and Intellectual Property

Any product or technology developed by employees in the course of their employment with the CEC is the property of CEC unless the employment contract specifies otherwise, in which case the provisions in the employment contract shall govern.

Subject to their employment contract, an employee shall not sell, trade, market or distribute any such product or technology unless otherwise authorized by the Board of Directors.

Disclosure

If you think you may be in violation of the Code, you are required to address the situation and make full and prompt disclosure to the CEO or the Board of Directors and refer to the Conflict of Interest Guideline in Appendix A of this Code.

Appendix A: Conflict of Interest Guideline

Purpose

To enhance public confidence in the integrity of CEC by establishing rules designed to prevent the interests of employees, directors and officers, including related persons of employees, directors or officers, from materially or detrimentally being in conflict with the interests of CEC, including any interests that may reasonably be perceived as giving rise to an appearance of a conflict of interest.

Scope

Employees, directors and officers should avoid situations in which their personal interests conflict or might conflict with their duties to CEC. An employee, director or officer could be considered to be in a conflict of interest situation if the employee, director, officer or a close family member has a financial interest or is a partner or employee in an organization that does business with CEC. Employees, directors, officers and family members should not expect preferential treatment or personal advantage or benefit because of their employment or engagement with CEC, other than generally available staff discounts or benefit programs.

Employees, directors and officers should not seek to personally benefit from inside information derived through their employment with CEC.

CEC employees, directors and officers should not make purchasing decisions or otherwise influence the company’s decisions to do business with any supplier affiliated with the employee, director, officer, or a relative of the employee or any other individual which would be perceived as a potential conflict.

Because of the inherent nature of conflicts of interest, employees are not left on their own to determine whether one exists in a particular situation. Employees have an obligation to disclose potential conflicts to Business Unit Executive Directors for determination of conflicts and mitigating actions, Business Unit Executive Directors should consult with the CEO to determine the appropriate course of action. If unsure, employees have an obligation to ask for direction. Directors and officers have an obligation to disclose potential conflicts to the chair of the board for determination of conflicts and mitigating actions.

Outside Activities

CEC will not take part in any partisan political activity. No employee of CEC is authorized to make any contributions or expenditures of CEC funds, provide any use of CEC facilities, equipment or supplies to support or oppose a political activity. This document does not restrict or infringe upon the right of any employee individually to decide whether, to whom, and in what amount, he or she will make personal political or charitable contributions. The same is true of volunteer political or charitable donations of personal service time, so long as it does not interfere with the working status of CEC employees.

If an employee has intent to seek an elective or appointed public office they shall inform the CEO in a reasonable time period. All conversations will be kept in confidence. If the intent is to seek elective or appointed public office that will in any way affect the individual’s work performance or require time off, the employee must notify the CEO. There are no restrictions upon participation in political activities except during working hours or at our place of work. Examples of political activity may include but are not limited to: canvassing, campaigning and fundraising. If an employee is seeking an elective position, an unpaid leave of absence is required commencing on the day after the writ for the election is issued or on the day that the employee’s candidacy is publicly announced, whichever is later. Employees who seek election and are not elected are entitled to return to the same or similar employment, effective on the day after the election. Employees who are elected to office shall resign their employment effective on the day of the election.

Every employee is expected to devote their full time and attention to the business of CEC during the business hours for which they are employed. During paid working hours, your priority must be to CEC, above all other interests. Where other employment or volunteer activities do or may require significant amounts of an employee’s time or undermines their ability to perform their CEC duties effectively or conflicts with those duties, that employment or volunteer activity must be approved by Human Resources and the CEO. A conflict will also arise if an employee participates in any activities that would tend to deprive CEC of the time or attention required to perform their duties properly.

Employees should take care that outside work does not create a conflict of interest as described in this Guideline. Outside work which is of a similar nature to work done at CEC has a high risk of conflict and should always be disclosed in advance.

Investment and Management of Private Assets

Where an actual or proposed business or financial interest of an employee, or of related persons of that employee is affected, appears to be affected or may be affected by actions taken or decisions made in which the employee participates in the course of their employment, the employee shall disclose the business or financial interest to the CEO or Board Chair, whichever is appropriate.

If an actual or apparent conflict of interest situation exists under this section, the employee must disclose according to the steps provided in the next section.

Disclosure Statements

Upon appointment of office or commencement of employment with CEC, all directors, officers and members of the leadership team shall complete and provide a PIF Form to the Office Administrator, and thereafter, directors, officers and members of the leadership team shall annually, on or before December 31 of each year, affirm in writing that they have reviewed and have complied with these Rules and update their PIF Forms to reflect any changes to the information provided therein, and return their declarations and updated PIF Forms to the Office Administrator.

Disclosure Obligations and Decision Making

A) It is the individual responsibility of every employee, director and officer to report to the CEO, in writing and without delay, all interests, activities, investments, memberships, appointments, relationships, engagements, gifts (including, without limitation, gifts of goods, services, hospitality and entertainment) or benefits (herein collectively referred to “interests” or an “interest”) which they have, or a related person has, become involved with or received which may materially or detrimentally conflict with the interests of CEC or any interests that may reasonably be perceived as giving rise to an appearance of a conflict of interest. Where possible, an employee, director or officer who is considering becoming involved with or accepting an interest should report such interest to the CEO (employees) or the Board Chair (Directors and Officers) before becoming involved with or accepting the interest.

B) Upon receiving a written disclosure from, regarding or in relation to an employee, director or officer pursuant to Paragraph (a), the CEO shall either:

  1. make a determination that the disclosed interest would not materially or detrimentally conflict with the interests of CEC and would not reasonably be perceived as giving rise to an appearance of a conflict of interest or disclosure of the interest is not required pursuant to the section entitled Disclosure Not Required;
  2. make a recommendation respecting actions or processes to manage the disclosed interest, which if followed, would cause the disclosed interest to not be materially or detrimentally in conflict with the interests of CEC and to not be reasonably perceived as giving rise to an appearance of a conflict of interest; or
  3. refer the matter to the board chair in the case of disclosed interests from, regarding or in relation to employees or refer the matter to the board in the case of disclosed interests from, regarding or in relation to directors and officers.

The CEO in making any determination, recommendation or taking any action hereunder may consult with the board chair (in the case of employees’ disclosed interests), any member of the board (in the case of directors’ or officers’ disclosed interests) or retain the services of professional advisors.

C) Any disclosed interest which is from, regarding or in relation to the CEO shall be provided in the same manner as set out in paragraph (a) above but shall be reported to the board chair. The board chair shall either make a determination, recommendation or referral in accordance with subparagraphs (b)(i) to (iii) above for any disclosed interest which is from, regarding or in relation to the CEO or any disclosed interests which are from, regarding or in relation to employees and are referred to the board chair pursuant to subparagraph (b)(iii). The board chair in making any determination, recommendation or taking any action hereunder may consult with the leadership team, any member of the board or retain the services of professional advisors.

D) Upon receiving a referral from the CEO respecting a disclosed interest from, regarding or in relation to a director or officer pursuant to Subparagraph (b), the board chair shall either:

  1. make a determination that the disclosed interest would not materially or detrimentally conflict with the interests of CEC and would not reasonably be perceived as giving rise to an appearance of a conflict of interest or disclosure of the interest is not required pursuant to the section entitled Disclosure Not Required;
  2. make a recommendation respecting actions or processes to manage the disclosed interest, which if followed, would cause the disclosed interest to not be materially or detrimentally in conflict with the interests of CEC and to not be reasonably perceived as giving rise to an appearance of a conflict of interest; or
  3. refer the matter to the board.

E) The board chair, in making any determination, recommendation or taking any action hereunder may consult with management or any member of the board or retain the services of professional advisors. The chair may make a determination, recommendation or take action in relation to a member of the board for a disclosed interest from, regarding or in relation to that member provided that the member is excluded from participating in any discussions or meetings and making any determinations or recommendations respecting the member’s disclosed interest.

F) Upon receiving a referral from the board chair respecting a disclosed interest from, regarding or in relation to an employee, director or officer pursuant to subparagraph (d)(iii), the board shall either:

  1. make a determination that the disclosed interest would not materially or detrimentally conflict with the interests of CEC and would not reasonably be perceived as giving rise to an appearance of a conflict of interest or disclosure of the interest is not required pursuant to the section entitled Disclosure Not Required;
  2. make a recommendation respecting actions or processes to manage the disclosed interest, which if followed, would cause the disclosed interest to not be materially or detrimentally in conflict with the interests of CEC and to not be reasonably perceived as giving rise to an appearance of a conflict of interest; or
  3. make a decision, which shall be final and binding, as to what, if any, action is required in the circumstances, including the suspension or termination of the interest, activity, investment, relationship, membership, appointment or engagement or the repayment or return of any gift or benefit received in relation to the interest at issue. The board in making any determination, recommendation or taking any action hereunder may consult with the leadership team or retain the services of professional advisors.

G) The actions or processes to manage disclosed interests under paragraphs (b), (c), (d) and (e) above may include, without limitation, excluding the employee, director or officer from discussions or meetings, or portions thereof, pertaining to the subject matter of the disclosed interest or, in the case of a director, not voting on any resolution pertaining to the subject matter of the disclosed interest.

Disclosure Not Required

It is the individual responsibility of every employee, director and officer to behave appropriately and have regard to the Code and the purpose of these guidelines set out herein. Disclosure is not normally required for:

  1. Modest gifts (including, without limitation, gifts of goods, services, hospitality and entertainment) or benefits received by an employee, director or officer in carrying out their office or employment with CEC, including, without limitation, charitable fundraising events. See Acceptance of Gifts in the Code of Ethics and Conduct Policy.
  2. Customer or supplier relationships resulting from the fulfillment of the employee, director and officer duties and responsibilities to CEC and conducted in the ordinary course of business;
  3. Common board or club memberships with any of CEC customers or suppliers, or their employees, directors or officers.

Recording and Reporting Conflicts

  1. CEC shall maintain a confidential record or register of all disclosures, recommendations, determinations and other actions taken pursuant to these Rules whether by the CEO, or the board.
  2. All disclosures, recommendations, determinations and other actions taken by the CEO shall be reported by the CEO periodically to the board.
  3. All disclosures, recommendations, determinations and other actions taken by the board or the board shall be entered into the meeting minutes of the board, as applicable.All determinations, recommendations or other actions taken by the CEO or the board shall be communicated in writing to person or persons from which the disclosure was received or relates to on a confidential basis.
  4. Information which is disclosed to the CEO or the Board of Directors under this section shall be maintained on a confidential basis by the CEO or the Board of Directors.

Compliance

  1. In the event that an employee does not comply with these Rules, including any direction or determination provided hereunder, the CEO may, if the nature of the non‐compliance deems it necessary, report such event of non‐compliance to the Board who shall make a decision as to what, if any, further action is required, including disciplinary action, suspension or termination of employment.
  2. In the event that a director or officer does not comply with these Rules, including any direction or determination provided hereunder, the CEO shall report such event of non‐compliance to the board, who shall make a recommendation to the board as to what, if any, further action is required, which could include disciplinary action, suspension or termination of office or employment.

Information Confidential

Except as otherwise provided herein, all persons receiving information disclosed or reported pursuant to these Rules shall hold that information in strict confidence subject to the rights of further disclosure to the CEO or the board pursuant to these Rules.

Public Information Not Confidential

Notwithstanding the generality of the previous section, information need no longer be held in strict confidence when that information is in the public domain.