Code of Business Conduct and Ethics

Crelogix Credit Group Inc, its subsidiaries and affiliates (the Company), along with all employees, Officers and Directors, are committed to conducting the Company’s business in accordance with best business practices and the highest ethical standards. A reputation for honesty, integrity and high ethics is as important as the Company’s reputation for product quality.

The following Code of Business Conduct and Ethics describes the principles and standards that are expected by employees in conducting the Company’s business. The Company will commit to maintaining a workplace that is honest, open and fair. Along with the principles described, there is also a reporting system that allows any employees who suspects there is violation of this Policy to report the suspected offence anonymously and without fear of retribution.

All employees should read through this Policy and ensure they are familiar with it. Questions can be directed to their Supervisor, Human Resources or the Company’s Controller.

While the Company always hopes there is no need to enforce this policy and that there is an open working environment, it is here in the event it is needed.

The reputation of Crelogix Credit Group Inc., its subsidiaries and affiliates (the Company), are as important at the quality of its products and services. Although the Code is based on common sense and courtesy, the Company understands that employees may encounter work situations that challenge judgment. When faced with such challenges, employees should refer to the Code and respond in a way that meets the Company’s moral and legal standards.

No Code of Business Conduct and Ethics can replace the thoughtful behavior of an ethical employee. The purpose of this Code is to focus employees on areas of ethical risk, provide guidance to help employees recognize and deal with ethical issues, provide ways for employees to report unethical conduct, and foster a culture of honesty and accountability. Dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether such conduct is specifically mentioned in the Code.

Consistently ethical behavior will help the Company prosper by earning the trust and respect of customer, suppliers, shareholders, competitors and the community.

1. Key Principles

The Company makes the following commitments:

Employees: The Company is committed to honest, just management, fairness and provision of an environment free from discrimination and fear of retribution.

Customers: The Company is committed to producing reliable products and services, delivered on time, at a fair price.

Shareholders: The Company is committed to pursuing sound growth and earnings objectives, exercising prudence in the use of assets and resources and providing accurate and complete disclosure regarding the Company’s operations and financial condition.

Suppliers and Partners: The Company is committed to fair competition and the sense of responsibility required of a good customer and partner.

The Company agrees to:

  • Maintain this Code to meet the requirements of applicable law and recognized business ethics;
  • Communicate this Code to all employees, officers and directors;
  • Review and revise business practice, procedures and policies as necessary to insure compliance;
  • Maintain a system to encourage and allow the anonymous reporting of suspected improper conduct; and
  • Impose disciplinary action for improper conduct.

1.1. Responsibility for Compliance

From the Employee:

For purposes of this Code, the term “employee” includes Company employees, officers and members of the Board of Directors. Employees are required to:

  • Comply with this Code and with all laws, rules and regulations applicable to the conduct of business and management of business relationships;
  • Be alert to any possible violation of the above and report it to the Company as soon as possible;
  • Cooperate fully and truthfully in any internal or external investigation of possible violations; and
  • Exercise good faith and honesty in reporting possible violations.

From the Company:

The Company will also take action to ensure the objectives of this Code are met. The Company assures employees that:

  • Anyone who communicates ethical concerns or reports suspected violations will be treated with respect;
  • The Company will review and address issues that are raised in any complaint or report;
  • The identity of any reporting individual and any communication from a reporting individual will be treated confidentially to the greatest extent possible; and
  • The Company will not take action against any reporting individual acting in good faith, and will protect that individual from retaliation.

1.2. Reporting Violations

Concerns or suspected violations of the Code should first be reported to an employee’s supervisor. If this is not possible (if the supervisor could be involved), the matter can be reported to the Vice President of Human Resources (Richard Gagnon, 778-374-2014), the Chief Executive Officer (Karl Sigerist), or the Company’s Chairman (Wayne Cook).

Concerns can be anonymously reported to the Director of Human Resources or the Governance Committee who will respond within 5 business days, to acknowledge receipt and indicate action. The Governance Committee will conduct an investigation of any reported violation and oversee the appropriate response.

The Governance Committee will not permit retaliation against an employee who acts in good faith when reporting violations.

1.3. Discipline for Code Violations

After an investigation of the reported incident has been completed, and it is determined a violation has taken place, discipline will be taken against:

  • An employee who violates this Code, fails to report a violation, or withholds material information about a know violation;
  • The violator’s supervisor(s), where a lack of leadership, supervision, or diligence has directly or indirectly contributed to the violation;
  • Any supervisor or co-worker who attempts or encourages retaliation against a reporting individual;
  • Anyone who makes a false report or deliberately distorts the truth; and
  • Individuals who, while not directly involved in the violation, may have authorized or participated in it.

Depending on the nature and extent of the violation, discipline may include:

  • Reprimands and warnings;
  • Probation or suspension without pay;
  • Demotion;
  • Reduction in salary, bonus or other compensation;
  • Reimbursement to the Company or Government for any resulting losses or damages; and/or
  • Termination, for cause, without severance.

2. Standards of Conduct

2.1. Work Environment

The Company commits to creating and maintaining a cooperative, efficient work environment that is free from discrimination, harassment or retribution. This commitment extends to offsite locations where Company business is conducted, including social events. Employees are expected to share this commitment, and to exercise good judgment when conducting Company business. The Employee Handbook provides detailed information on harassment and other workplace issues.

2.2. Compliance with Applicable Laws

All employees, representatives, distributors, agents and contractors must comply with all applicable laws, regulations, rules and regulatory orders. Any individual located outside the country or traveling abroad on Company business must understand and comply with applicable local laws and regulations.

It is the employee’s responsibility to have sufficient understanding of the applicable legal requirements and seek assistance from the Controller when required.

2.3. Protection of Company Assets

Employees have a fiduciary responsibility to protect the equipment and assets of the Company, which are to be used only for business purposes. Employees may not misappropriate, loan, sell or donate Company assets without authorization. Employees are also responsible for proper use of assets including inventory, and equipment, and are required to safeguard them against loss, damage or theft.

2.4. Use of Company Funds

Each employee is responsible for the funds over which he or she exercises control. Employees are required to take reasonable steps to ensure these funds are used solely for business purposed in an appropriate and authorized manner, and that accurate records of all expenditures are maintained and submitted in a timely manner. Employees must not use Company credit cards for any personal purpose. Company representatives, distributors, agents and contractors should not be allowed to control Company funds.

2.5. Maintenance of Accurate Records

The Company is required by law to keep accurate accounting of all financial transactions for its financial records, including payment of commissions, consulting or service fees, facilitating payments and gratuities. Employees whose duties include preparing business documents such as financial records, internal or external correspondence, memoranda or any type of communication are expected to be complete, honest and accurate. All disbursements and receipts must be properly and promptly recorded, and no undisclosed or unrecorded fund or asset may be established for any purpose. All Company funds must be retained in Company-directed accounts.

Employees may not falsify or destroy records in order to hide non-compliance or demonstrated compliance with the requirements of a contract or of any applicable law. Time and labor records must reflect actual time worked.

Employees are expected to know, understand and comply with retention policies that apply to all recorded information within their control. This includes paper documents, CDs, computer hard disks, email, floppy disks, microfilm or all other media. Under certain circumstances, such as investigations and litigation, records may not be destroyed based on normal retention policies. The Controller can provide more information of which records are subject to specific legal or compliance requirements.

2.6. Privacy of Information

Many jurisdictions have privacy legislation to ensure personal information is appropriately protected. All employees with access to personal information of other employees, customers, partners, suppliers and other stakeholders, must be familiar with the requirements and should contact the Privacy Officer for more information.

2.7. Accurate Disclosure to Shareholders

Company management must produce financial statements and periodic reports to shareholders that fairly present the Company’s financial condition and results of operations, and to make the timely disclosures needed to assess the financial and business conditions of the Company. Employees responsible for providing any aspect of this information must be familiar with the appropriate Securities and/or Compliance Legislation and should act in good faith when preparing documents. Further information is available from the Controller for employees with responsibilities in this area.

2.8. Conflicts of Interest

Employees have a responsibility to be entirely free of any influence which might conflict, or appear to conflict, with the interests of the company. Areas where a conflict of interest might exist include, but are not limited to, the following:

  • The employee or an immediate family member has a substantial financial interest in, or is involved directly or indirectly in the management of an organization which deals directly with the Company as a supplier, contractor, purchaser or distributor of the company’s products. (An employee’s immediate family includes: the employee’s spouse (including a common law spouse, opposite or same sex), mother, father, brothers, sisters, sons, daughters, mother-in-law, father-in-law, stepchildren, step-parents, grandparents and grandchildren.)
  • The employee is employed outside the company and such employment interferes with the proper and efficient performance of duties for the company; or is with a supplier, customers or competitor.
  • The employee or an immediate family member buys, sells, or leases any kind of property, facility or equipment from or to the company or renders service to the Company other than as an employee.
  • The employee provides services to another organization as an employee or consultant for an organization doing or seeking to do business with the Company or competing with the company or its customers.
  • The employee awards a contract to an immediate family member. If an immediate family member is involved in a proposal for services, the employee should remove themselves from any selection process.
  • The employee accepts gifts or favors of substantial value or borrows money (except from established banking or financial institutions) either directly or indirectly, from an organization doing or seeking to do business with the company or competing with the company.
  • The employee uses confidential information about the company or its customers to derive personal financial gain.

It is the employee’s responsibility to recognize and avoid these or other situations which may pose a possible conflict of interest. If the employee is in doubt as to what should be done in a particular situation, he/she should discuss the situation with the supervisor.

2.9. Protection of Confidential Information

Employees will likely see information that is confidential, such as research, development, plans for the future, sales methods, customer lists, product information and other items. It is important that this information be kept confidential. Employees sign a Non-Disclosure Agreement that indicates their agreement not to disclose any confidential information outside the company, and that any records or documents produced by an employee while working with the company belong to the Company. If an employee is unsure about the confidentiality of a document, he/she should check with the supervisor.

Employees also have obligations to protect the confidentiality of information from customers, suppliers, partners, regulatory authorities and other stakeholders. Sometimes these entities will volunteer confidential information about their products or business plans, and at other times, the Company may ask a third party for confidential information. Whatever the situation, employees are expected to handle the information of others with integrity so as to maintain its confidentiality, and in accordance with the Company agreements with third parties.

Obligations to protect confidential information continue even after the employee has left the Company.

2.10. Political Contributions

The Company reserves the right to communicate its position on important issues to elected representatives and other government officials. It is the Company’s policy to comply fully with all applicable laws, rules and regulations regarding political contributions. Company funds or assets may not be used for, or contribute to, political campaigns or political practices under any circumstances without the prior written approval of the Governance Committee.

2.11. Drug Free Workplace

The Company has instituted and maintains a program for achieving a drug-free workplace. Please refer to the Employee Handbook for further information.

2.12. Fair Dealings with Stakeholders

The Company commits to dealing fairly with security holders, customers, suppliers, competitors, employees and other stakeholders.

Actions include, but are not limited to:

  • Avoid discrimination or harassment with any stakeholder;
  • Compete fairly and not disrupt free trade or restrict competition;
  • Negotiate fairly, avoiding reciprocal agreements, coercion of suppliers, and undue delay;
  • Honor individual and corporate obligations;
  • Provide accurate information; and
  • Avoid all bribes and kickbacks, directly or indirectly, even when it is a “generally accepted” method of business in foreign countries.

2.13. Business Gifts and Entertainment

Personal gifts of a reasonable value (up to $100) may be given to or received from a person not employed by the company with prior approval of senior management. Meals paid for by others where company business is discussed may also be accepted.

This is subject to local laws or regulations that might restrict or prohibit the giving or receiving of any gifts, entertainment or meals, even those of zero value.

3. Other Policies

The Company maintains and publishes other policies that supplement many of the obligations in the Code. Such policies and documents include:

  • Employee Handbook

Copies of these may be obtained from Human Resources and or Accounting.

4. Questions

Employees with questions or in doubt of the best course of action are encouraged to speak with their supervisor, Director of Human Resources or the Controller.