The Code of Ethics (the "Code") sets out the conduct required of all directors, officers, employees and contract personnel of ATCO Ltd. and its subsidiaries ("ATCO" or the "Company").
It is corporate policy that all Company directors, officers, employees and contract personnel will be provided with a copy of the Code. In this Code, a reference to employees includes contract personnel.
The provisions of this Code are mandatory, and full compliance (to the extent the Code is applicable) is expected under all circumstances. Non-compliance with the Code may result in disciplinary action, which could include removal from the board of directors, removal from office or termination of employment. The Code affirms ATCO’s commitment to uphold high moral and ethical standards, and specifies the basic norms of behaviour for directors, officers and employees.
Although the various matters dealt with in the Code do not cover the full spectrum of director, officer and employee activities, they are indicative of ATCO’s overriding commitment to maintain high standards of conduct, and are considered representative of the type of behaviour expected from ATCO directors, officers and employees.
It can sometimes be difficult to apply general principles to specific situations. However, there are some basic questions directors, officers and employees can ask themselves before they commit to a decision or action. These questions, when honestly answered, can help guide you through the most difficult situations.
1. Is it legal?
- Will the decision or action violate any law or regulation?
2. Is it consistent with the Code?
- Do I know what the Code requires?
- Have I assessed the risks and effects of the decision or action?
- Should I seek guidance from my supervisor or other appropriate ATCO authority?
3. Is it the proper action to take?
- How would I feel if my decision or action was published in the media?
- Would I feel good if my family knew about my decision or action?
Employees are encouraged to discuss unclear or borderline situations with their supervisor or other appropriate ATCO authority as the need arises in order to determine what is proper.
1. ATCO and its directors, officers and employees will comply with the letter and spirit of all legal requirements, both domestic and foreign, applicable to ATCO’s business.
Many of ATCO’s activities are subject to complex and changing laws, in Canada and abroad, affecting both local and foreign trade and commerce. Ignorance of the law is not, in general, a defense if laws are contravened. Moreover, agreements or arrangements need not necessarily be in writing to be contrary to such laws, as it is possible for a contravention to be inferred from the conduct of the parties.
Accordingly, directors, officers and employees must diligently ensure they are aware of, and that their conduct cannot be interpreted as being in contravention of, laws governing the affairs of ATCO in any jurisdiction where it carries on business. Whenever directors, officers or employees are unsure about the application or interpretation of any legal requirement, they should refer the matter to their supervisor or other appropriate ATCO authority who, if necessary, should seek the advice of ATCO’s legal counsel.
2. Directors, officers and employees must not furnish, directly or indirectly, on behalf of ATCO, expensive gifts or provide excessive entertainment or benefits to other persons.
Directors, officers and employees whose duties permit them to do so, may furnish modest gifts, favours and entertainment to persons – other than public officials – provided all of the following tests are met:
- They are not in cash, bonds or negotiable securities and are of limited value so that they can not be interpreted as a bribe, pay off, commission or other improper payment.
- They are made as a matter of general and accepted business practice.
- They do not contravene any law.
- If subsequently disclosed to the public, their provision would not in any way embarrass ATCO or the recipients.
For example, reasonable expenses to entertain customers, prospective employees or business associates are permitted by individuals whose duties involve the provision of such entertainment.
3. All dealings between ATCO directors, officers and employees and public officials must be conducted in a manner that will not compromise the integrity or damage the reputation of any public official or ATCO.
The appearance of impropriety in dealing with public officials is unacceptable. Participation, directly or indirectly, in bribes, kickbacks, indirect contributions or similar payments is expressly forbidden, whether or not they might appear to further the business interests of ATCO. Maintaining a high standard of integrity is of the utmost importance to ATCO.
Furnishing any benefits, whether they are inexpensive gifts or modest entertainment, to a public official on behalf of ATCO may be open to the misinterpretation that they were furnished illegally to secure influence. Therefore, no such gift, entertainment or benefit may be furnished by an officer or employee without the authorization of such individual's company President or by a director without the authorization of the appropriate ATCO authority.
4. All dealings between ATCO and its customers, suppliers and competitors will be conducted fairly.
Any director, officer or employee who deals with the Company's customers, suppliers and competitors must do so fairly and honestly and must not take unfair advantage of anyone.
5. The use of the Company’s funds, goods or services as contributions to political parties, candidates or campaigns will be controlled according to the Political Donations Policy.
Contributions include money or anything else of value, such as loans, services, entertainment, trips and the use of ATCO’s facilities or assets.
6. ATCO’s accounting records must reflect the transactions of business and financial position of ATCO in an accurate, fair and timely manner.
All transactions must be properly authorized and recorded to allow for the accurate preparation of financial statements, and to maintain accountability for assets.
No unrecorded or undisclosed funds, assets or transactions are permitted. The use of the Company’s funds or assets for any unlawful or improper purpose is strictly prohibited.
Our Individual Responsibilities
7. Directors, officers and employees must avoid all situations in which their personal interests conflict or might conflict with their duties to ATCO.
Directors, officers and employees will not acquire any beneficial interests or participate in any activities that would in any way:
Deprive ATCO of the time or attention required to perform their duties properly, or
Create an obligation or distraction that would affect their judgment or ability to act in ATCO’s best interest.
In certain instances, beneficial interest or participation in ownership of a competing or complementary business enterprise might create or appear to create such a conflict. Officers and employees are required to disclose to their company President, in writing, all business, commercial or financial interest or activities where such interests or activities might reasonably be regarded as creating an actual or potential conflict with their duties.
Officers and employees seeking secondary employment must disclose their interest to their company President. Their supervisor will determine if there is no conflict of interest or interference with performance of their present duties and grant specific written approval to accept secondary employment, or will refer the matter to the appropriate ATCO authority to make the determination.
All directors, officers and employees are required to see that actions taken, and decisions made within their areas of responsibility are free from the influence of any interests that might reasonably be regarded as conflicting with those of ATCO.
Directors and officers are reminded of their obligations under relevant corporate statutes and Company by-laws.
Officers and employees wishing to accept any appointment to membership on the board of directors, standing committee or similar body of any outside company, organization, governmental agency, industry or professional association must obtain prior approval of their Managing Director, who in turn must seek approval from the appropriate board of directors. Officers and employees intending to serve on boards of directors of service clubs or charitable organizations must obtain approval from their supervisor or other appropriate ATCO authority.
Directors, officers and employees must act in such a manner that their conduct will bear the closest scrutiny in the event that it is examined. Actual or perceived conflict of interest must be avoided.
8. Officers and employees must not use their employment status to obtain personal gain from those doing or seeking to do business with ATCO.
Officers and employees should neither seek nor accept gifts, payments, services, fees, special valuable privileges, pleasure or vacation trips or accommodation, or loans on preferential terms from any person, group or organization that does or is seeking to do business with the Company, or from a competitor of ATCO. However, officers and employees may accept modest gifts, favours or entertainment provided that in so doing, standards consistent with the tests relating to furnishing gifts described in point 2 are met.
9. Confidential information about ATCO must not be used by directors, officers or employees for their own financial gain and must not be disclosed to others.
Directors, officers and employees may find themselves in violation of applicable securities laws if they are aware of information not generally disclosed to the public, and either trade or induce others to trade in the Company’s stock or in the stock of another company, and benefit from this information either directly or indirectly (such as through a spouse or relative). Specific confidential information includes significant discoveries, sales or earning figures, or major contracts, proposed acquisitions or mergers.
10. Certain of ATCO’s and third parties’ records, reports, papers, devices, processes, plans, methods and apparatus are considered to be private and confidential, and directors, officers and employees are prohibited from revealing information concerning such matters without proper authorization.
Directors, officers and employees may be given access to certain information which is considered private and confidential. This information may be in the form of computer data, paper documents, records, photographs and films. Confidential information also concerns business plans and strategies, technical data, test results, contracts, computer software and programs, customers, employees, suppliers, business associates and information concerning the financial status and private affairs of ATCO. Directors, officers and employees are not to use or copy, for their own financial gain or disclosure for use by others, information obtained as a result of their office or employment with ATCO or obtained from ATCO sources.
Directors, officers, employees, investors, customers and the public should have such information as is required under applicable law to make appropriate judgments about ATCO and its activities. ATCO believes that full and complete reporting to regulatory agencies and to our shareowners as required constitutes a responsible and workable approach to the interests of disclosure. Disclosure of information which might impair competitive ability, or which might violate the private rights of individuals is prohibited.
11. Directors, officers and employees should protect company funds and report any loss or misappropriation of money or Company property, or any fraud or theft.
All money received (such as in payment for services, equipment and supplies) must be credited to the appropriate customer and deposited to the appropriate Company bank accounts. Vouchers, drafts and bills payable by the Company will be approved in accordance with approval authorities. Close scrutiny and definite knowledge that they cover legitimate and appropriate Company expenses is required.
Directors, officers and employees have a duty to report illegal or unethical accounting matters or behaviour, or any fraud or theft of which they become aware.
12. Electronic hardware and software is intended for Company use only. Any unauthorized unlawful or personal use of electronic equipment is strictly prohibited.
Use of Company Communications Systems
ATCO provides several communications systems for business purposes. Messages for personal gain or solicitation, chain letters, and threatening, obscene or harassing messages are prohibited.
For added emphasis, the use of the internet and any other communication system provided by ATCO is expressly prohibited for:
- dissemination or printing of copyrighted materials (including articles and software) in violation of copyright laws. It is especially important for employees to understand that the unauthorized use, duplication or distribution of computer software is a criminal offence;
- unauthorized sending, receiving, printing or otherwise disseminating proprietary data including trade secrets or other confidential information;
- sending or intentionally receiving language, statements, gestures or images which may be offensive, harassing or disparaging to others;
- sending, intentionally retrieving or soliciting sexually oriented messages or images;
- operating a business, usurping business opportunities, soliciting money for personal gain, sending chain letters or conducting any outside business;
- gambling or engaging in any activity in violation of municipal, provincial or federal law; and
- any personal use which is excessive, has a negative impact on the Company or interferes with job performance.
All electronic mail, documents, software and data stored on Company equipment or used in work for the Company is Company property, is to be used only in accordance with Company policies, is subject to inspection at the Company’s discretion and shall be provided to the Company on request.
Handling Company Information
Directors, officers and employees must safeguard confidential or proprietary information against unauthorized external and internal disclosure. Officers and employees are responsible to ensure that each use of Company systems is authorized and proper. In addition, when directors, officers and employees store sensitive information on a personal computer, there should be appropriate levels of password protection to prevent unauthorized access.
13. Officers and employees have the right to participate in the political process.
ATCO recognizes the right of an officer or employee to become a candidate for or accept appointment to a public office, providing that the political activities of the employee do not work to the detriment of ATCO, its economics or its public image.
Before obligating themselves to political activity requiring absence from their normal work hours, officers and employees must obtain approval from their company President, in writing, for the absence or for any special work schedule.
In addition, should the contemplated political office, by its nature, require absences from the officer's or employee’s regular area of responsibility, the possible career impact of the activity if elected should be discussed with his or her supervisor or other appropriate ATCO authority.
An officer or employee involved in political activity shall not use Company premises, time, services, supplies or materials.
14. As a business is judged not only by the quality of its products and services but also by its people, ATCO officers and employees are expected to look and act businesslike.
Officers and employees must use discretion and good taste in choosing dress and grooming which is practical and suitable. This is particularly important in jobs which require officers and employees to meet the public. Managers and supervisors should encourage employees to use good taste in achieving a neat, businesslike appearance.
Our Work Environment
15. Officers and employees must adhere to ATCO’s policy of providing a work environment free of discrimination and harassment, in which individuals are accorded equality of employment opportunity based upon merit and ability.
Discriminatory practices based on race, sex, colour, national or ethnic origin, religion, marital status, family status, age or disability will not be tolerated. Officers and employees are entitled to freedom from sexual and all other forms of personal harassment in the workplace.
16. Protection of the environment and the safety of our employees are core values; all of us have a role in ensuring our operations comply with environmental legislation, prudent business standards and ATCO policy. Safety must be everyone’s concern. We are committed to providing everyone a safe and healthful workplace and to ensuring safe work practices and conditions.
Management has both a legal and a moral responsibility for safety and the protection of the environment and every supervisor has a specific obligation in this respect.
Every officer and employee has a personal responsibility to take necessary precautions to ensure personal safety and to avoid creating any danger to others.
Officers and employees are expected to report for work in a condition to perform their duties, free from the influence of drugs or alcohol. Reporting to work under the influence of alcohol or any drug (including a prescription drug) that impairs an officer's or employee’s ability to perform the duties of his or her job, or using, possessing or selling illegal drugs, alcohol or offensive weapons and explosives while on the job will result in disciplinary action which could include dismissal.
When officers, employees and contract personnel are hired, and at least once per year thereafter, they must sign the Acknowledgment Form, which will be kept in the employee’s personnel file.
In January of each year, the Human Resources Manager of each company will confirm to the President that designated officers and employees have completed the required form acknowledging that they have read or re-read the current version of the Code of Ethics, and have disclosed any transactions or matters of potential conflict to their supervisors or other appropriate ATCO authority. Any transactions, or other potential conflicts not previously reported, are to be described on a list attached to the Acknowledgment Form.
The Corporate Secretarial Department will request each director to complete the Director's Acknowledgement Form when they are appointed to the board and in January of each year thereafter.
Directors, officers and employees who are aware of any contravention of this Code are expected to report the matter promptly to their supervisor or other appropriate ATCO authority.