Governance
CODE OF BUSINESS CONDUCT AND ETHICS
Baffinland Iron Mines Corporation (the “Company” or “Baffinland”) has created a Code of Business Conduct and Ethics (the “Code”) to outline principles to which the Company’s employees, officers and directors are expected to adhere in the conduct of Baffinland’s business. This Code sets forth principles regarding individual and peer responsibilities, as well as responsibilities to other employees, the public and other stakeholders.
Its purpose is to promote:
- Honest and ethical conduct, integrity and deter wrongdoing.
- Compliance with applicable laws and regulations.
- Reporting of any illegal or unethical behaviour.
- Accurate and timely disclosure.
Employees are expected to abide by this Code as well as any other applicable Baffinland policies and guidelines. Any violations of this Code or any other policies established by the Company from time to time, may result in disciplinary action, up to and including termination of employment.
The Company’s Corporate Governance Committee (the “Governance Committee”) shall be responsible for monitoring compliance with this Code. The Governance Committee shall assess the adequacy of the Code periodically and recommend any changes to the Company’s Board of Directors.
I. Conflicts of Interest
All Baffinland employees, officers and directors will act with honesty and integrity, avoiding actual or apparent conflicts of interest in relation to their duties and responsibilities with the Company that arise as a result of either personal or professional relationships.
While it is not feasible to specify all the activities that may give rise to a conflict of interest, or an appearance of one, the following are some rules regarding specific areas where such conflict might occur. These rules are not exhaustive and do not limit the generality of the conflict of interest policy.
A “conflict of interest” exists when a person’s private interest interferes in any way, or even appears to interfere, with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work for the Company 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. Loans to, or guarantees of obligations of, such persons are likely to pose conflicts of interest, as are transactions of any kind between the Company and any other organization in which an employee, officer or director or any member of their family have an interest.
Each employee, officer and director is expected to avoid any outside activity, financial interest or relationship that may present a possible conflict of interest or the appearance of a conflict. Each person is required to promptly disclose any such conflict of interest to his or her manager, the Chief Executive Officer or the Corporate Secretary, and no person may engage in an activity that involves any such conflict except with the specific prior approval in writing of the Governance Committee.
II. Corporate Opportunities
All Baffinland employees, officers and directors are prohibited from (a) taking for themselves personally opportunities that are properly within the scope of the Company’s activities, (b) using corporate property, information or position for personal gain, and (c) competing with the Company. Employees, officers and directors owe a duty to the Company to advance its legitimate interests to the best of their abilities.
III. Confidentiality
Certain employees, officers and directors will have access to confidential information in the course of their duties. Such information could include, but is not necessarily limited to, financial information, forecasts, analyses, business plans and strategies, trade secrets, technological secrets, customer lists and records, marketing information and consumer and product research. All such confidential information remains the property of the Company at all times and should be kept in strict confidence by employees. Any disclosure of such confidential information to persons outside the Company could be harmful to the Company’s interests and will be taken very seriously by the Company. Any employees who violate this policy will be subject to discipline which could, in appropriate cases, include termination of employment.
Employees should be aware that their obligation to maintain the confidentiality of the Company’s confidential information will survive after they leave the Company and should conduct themselves accordingly. It is the Company’s policy to vigorously pursue all breaches of confidentiality and all necessary steps will be taken and all legal remedies exercised to prevent employees or former employees from breaching this obligation.
IV. Fair Dealing
Each Baffinland employee, officer and director should deal fairly with the Company’s shareholders, customers, suppliers, competitors and employees. No person may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
V. Protection and Proper Use of Company Assets
All Baffinland employees, officers and directors are expected to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All of the Company’s assets should be used for legitimate business purposes.
VI. Compliance with Laws, Rules and Regulations
The Company is subject to a number of laws, rules and regulations with respect to the conduct of its business. Baffinland actively promotes compliance with all laws, rules and regulations in each jurisdiction in which it does business.
All Baffinland directors, officers and employees are expected to comply with the letter and spirit of all laws, rules and regulations of federal, provincial, local and foreign governments, and other appropriate private and public regulatory agencies. This Code does not purport to address all areas of law that employees might encounter in the day-to-day business of the Company; however, the following areas are worth specifically mentioning:
Human Rights Laws
Baffinland values the diversity of its employees, customers and suppliers and is committed to providing equal treatment in all aspects of the business. Abusive, harassing or offensive conduct is unacceptable, whether verbal, physical, visual or otherwise. The Company will not tolerate any conduct that is discriminatory or harassing or otherwise compromises an individual’s human rights.
Privacy Laws
Baffinland is committed to maintaining the accuracy, confidentiality, security and privacy of the personal information of its customers, suppliers and employees. Directors, officers and employees who have access to personal information are expected to support the Company’s efforts to develop, implement and maintain procedures and policies designed to manage personal information.
Health and Safety Laws
Baffinland complies with all applicable health and safety laws and regulations as part of its commitment to providing its employees with a safe and healthy work environment. Employees have a responsibility to maintain this work environment. In this regard, employees are expected to work in a safe manner with due regard for their personal safety as well as that of their co-workers and to report accidents, injuries, hazardous equipment and unsafe practices.
Environmental Laws
Cognizant of its responsibility to the environment, Baffinland strives to conform with all applicable environmental laws and regulations and to promote the respect of the environment in its activities. Directors, officers and employees are expected to support the Company’s efforts to develop, implement and maintain procedures and programs designed to protect and preserve the environment.
Securities Laws
Baffinland is committed to protecting shareholder investments and expects all directors, officers and employees to comply with the applicable reporting obligations and trading restrictions imposed by the Company, a securities commission or stock exchange.
Directors, officers and employees who are in possession of material information about the Company must not trade in securities of Baffinland until such information is generally and publicly available. Providing inside information to others who then trade on it is also strictly prohibited. Directors, officers and employees should make themselves familiar with the Company’s Insider Trading Policy.
Competition Laws
Competition laws are enacted to limit practices that are seen to impair the function of a free and open marketplace. A complete description of these laws is beyond the scope of this Code, however, they include: price fixing, bid rigging, price discrimination, allocation of markets and boycotting of certain suppliers or customers. Directors, officers and employees having regular dealings with customers and suppliers should become familiar with the laws applying to these practices, as non-compliance can result in severe penalties being imposed on both the Company and the individuals involved.
VII. Accuracy of Company Records and Reporting
Honest and accurate recording and reporting of information is critical to our ability to make responsible business decisions. The Company’s accounting records are relied upon to produce reports for Baffinland’s management, shareholders, creditors, governmental agencies and others. Our financial statements and the books and records on which they are based must accurately reflect all corporate transactions and conform to all legal and accounting requirements and the Company’s system of internal controls.
All employees have a responsibility to ensure that the Company’s accounting records do not contain any false or intentionally misleading entries. Baffinland does not permit intentional misclassification of transactions as to accounts, departments or accounting periods. All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period.
VIII. Reporting of Any Illegal or Unethical Behaviour
Baffinland actively promotes ethical behaviour in all its business activities. Employees are encouraged to speak to their managers, the Chief Executive Officer, the Corporate Secretary or other appropriate personnel at any time if there is any doubt about the right course of action in a particular situation.
All Baffinland employees, officers and directors are required to promptly report violations of law, rules, regulations and this Code to their managers, senior management or the Chairman of the Corporate Governance Committee, as appropriate. Violations may also be reported in confidence to the Corporate Secretary. Every report received must be reported to the Corporate Secretary and the Corporate Secretary must report to the Chairman of the Corporate Governance Committee. Every effort will be made to protect the confidentiality of those furnishing information. Baffinland will not tolerate retaliation in any form against any person for complaints or reports made in good faith.
Any violation of this Code will lead to disciplinary action, up to and including termination of employment.
In order to ensure ongoing compliance with this Code, directors, officers and other employees of Baffinland may be required to provide certificates of compliance with this Code at least annually. In the event that any such officer refuses to provide such a certification, such refusal shall be promptly brought to the attention of the Governance Committee.