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Ethical business conduct

Ethical business conduct

The Board has adopted a written Code of Conduct that governs the conduct of the Corporation’s Directors, officers and employees. A copy of the Code of Conduct is available on the SEDAR website or you can download a printable version.

The Board oversees compliance with the Code of Conduct through the Corporation’s Chief Compliance Officer who monitors compliance with the Code of Conduct and reports to the Audit Committee on such compliance at least annually. Officers and employees must report known and suspected breaches of the Code of Conduct to their local Compliance Officer or to the Chief Compliance Officer, and Directors must report known and suspected breaches to the Corporation’s senior legal officer or to the Chair of the Board. All reported breaches and results of investigations are reported to the Audit Committee by the Chief Compliance Officer.

All Directors, officers and employees of the Corporation (and of the Corporation’s major subsidiaries) are required to confirm annually their understanding of, and agreement to comply with, the Code of Conduct (which contains standards of business conduct regarding conflicts of interest). Pursuant to the Code of Conduct all employees must disclose any actual or potential conflicts of interest to their local Compliance Officer or to the Chief Compliance Officer and Directors must disclose any actual or potential conflicts to the Corporation’s senior legal officer or to the Chair of the Board.

In order to help ensure that Directors exercise independent judgment in considering transactions and agreements in respect of which a Director or an executive officer has a material interest, the Director or executive officer having a conflict of interest must declare his or her interest and excuse himself or herself from the meeting during the consideration of and voting on that particular matter. If a conflict of interest arises on a non-material matter, the Director must declare his or her interest and abstain from discussion and voting.