Code of Conduct
MESSAGE FROM THE PRESIDENT
Infused SeedBall USA LLC has a strong foundation of integrity and ethical business conduct is fundamental to our success, enabling us to generate long-term sustainable growth. We value our reputation, by upholding high standards of conduct, earning the confidence, respect and trust of our customers, business partners, shareholders, employees and communities where we are present.
Our responsible management philosophy is a reflection of our core values of integrity, trust, respect and corporate citizenship. As a responsible shareholder of our group companies, we must lead by example and live up to the high standards of ethical conduct expected of us.
Our Code of Business Conduct and Ethics reflects these core values and provides guidance for conducting our business activities in accordance with the relevant legal, ethical, and professional standards. It is important that we all read, reflect and understand the Code of Business Conduct and Ethics, and let it guide us in our day-to-day business.
Mr. Talby McKay
CEO
Infused SeedBall USA LLC
Purpose and Scope
This Code of Business Conduct and Ethics (the “Code”) applies to directors, officers and employees of Infused SeedBall USA LLC of Canada/USA (the “Corporation”) and its wholly owned subsidiaries, unless a comparable Code applies in respect of the subsidiary. In addition, third parties who work on the Corporation’s behalf, such as service suppliers, consultants and advisors, are also expected to comply with the Code.
The Executive has adopted the Code to set out its expectations for the conduct of all directors, officers and employees in all their dealings on behalf of the Corporation. The Code does not cover every issue that may arise but sets out basic principles to guide us in carrying out our business activities with integrity.
It is important that all directors, officers and employees read and understand the expectations and responsibilities under the Code. In addition to the Code, we maintain various policies and procedures that govern our business. Each year, you will be required to acknowledge that you have read this Code, that you understand your obligations under it, and that you agree to comply, and have complied, with it. The Corporation is committed to the principles set out in the Code and considers any violation to be a very serious matter. An individual who violates the Code may face disciplinary action up to and including termination of office or employment with the Corporation without notice. Any questions regarding the Code and its application or interpretation should be directed to a supervisor, or our legal counsel, as appropriate.
Compliance With Laws
The Corporation is subject to complex laws and regulations that are frequently in a state of change. Directors, officers and employees are expected to make reasonable efforts to become familiar with laws affecting their activities and to be diligent about compliance with these laws. If in doubt of the foregoing sentence, employees are encouraged to consult their supervisors, and in the case of directors and officers, our legal counsel.
Responsible Management
Responsible management has long been an intrinsic corporate value and a guiding principle closely linked to the Corporation’s long-term sustainable growth. The Corporation’s position on Corporate Social Responsibility reflects the Corporation’s commitment to acting responsibly and provides guidance to our investment professionals on corporate social responsibility issues.
Respectful And Equitable Workplace
The Corporation endeavors to provide a workplace in which all people are treated fairly, with dignity, mutual respect and professionalism. The Corporation will not tolerate unlawful discrimination, threats, violence, harassment or other unacceptable behaviour in the workplace. The Corporation is committed to providing equal opportunities in employment, appointment and advancement based on qualifications, requirements and performance.
Environment, Health and Safety
The Corporation has a long-standing commitment to conducting its activities in an environmentally responsible manner and providing employees with a safe workplace in compliance with applicable regulations. Officers and employees are expected to be environmentally responsible.
Fair Dealing
The Corporation expects its directors, officers and employees to deal with all parties in good faith, in the context of a competitive business environment, while complying with applicable legal obligations.
Conflict Of Interest
The Corporation expects that in performing their duties its directors, officers and employees will place the Corporation’s interest in any business transaction ahead of any personal interest or gain. Directors, officers and employees are expected to avoid situations where personal interests could conflict with the interests of the Corporation.
Material Transactions & Interests
Subject to exceptions and provisions contained in the Canada Business Corporations Act, a director or an officer of the Corporation shall disclose to the Corporation, in writing or by requesting to have it entered in the minutes of meetings of directors or of meetings of committees of directors, the nature and extent of any interest that he or she has in a material contract or material transaction, whether made or proposed, with the Corporation, if the director or officer (a) is a party to the contract or transaction; (b) is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or (c) has a material interest in a party to the contract or transaction.
In addition, the director shall, if requested by any other director, not be present at a meeting while the Executive or Board of Directors are considering any such material contract and shall not vote on such material contract, unless permitted by law. Officers and employees are expected to advise and obtain the approval of the President prior to joining the board of directors of another corporation or business entity outside the Infused SeedBall USA LLC
Anti-Bribery & Corruption
The Corporation is committed to carrying out its business ethically and without the use of bribery. Directors, officers, and employees are expected to abide by the Corporation’s Anti-Bribery and Corruption Policy, which prohibits receiving, promising, giving, providing, or authorizing the provision of anything of value to obtain or retain business, an advantage, or favoured treatment from anyone.
Donations, Sponsorship's & Political Donations
The Corporation is committed to making a positive contribution to the communities where it is established. The Corporation supports worthwhile causes, and employees are encouraged to participate personally to support their communities. Directors, officers and employees are expected to ensure donations, sponsorship and political contributions (when and where permitted) made on behalf of the Corporation are conducted in accordance with the Corporation’s Anti-Bribery and Corruption Policy and other applicable legal requirements and corporate policies.
Confidentiality Of The Corporations Information
In the course of their work, directors, officers and employees may acquire confidential information regarding the activities of the Corporation. Except where it is authorized or legally required, disclosure of confidential information is strictly prohibited — such disclosure can be harmful to the Corporation and could form the basis for legal action against the Corporation and/or the individual responsible for the disclosure. The obligation to keep certain information confidential applies both during and following employment or office with the Corporation. Directors, officers and employees may also acquire confidential information regarding individuals and corporate or business entities through their position with the Corporation. The Corporation expects such individuals who receive this type of information through their office or employment with the Corporation to protect the confidentiality of such information.
Disclosure
The Corporation is committed to consistent and fair disclosure practices aimed at informative, timely and broadly disseminated disclosure of information to the market in accordance with all applicable laws. Directors, officers and employees must not respond to requests or inquiries from representatives of the media, regulators or the investment community unless authorized by the Corporation or requested to do so by an authorized spokesperson.
Protection and Use Of The Corporation’s Assets
The Corporation’s equipment, supplies, intellectual property (including the Corporation’s name), records, documents and other assets are intended for business use in accordance with the Corporation’s policies.
Corporate property provided to directors, officers and employees in the course of their office or employment is and remains the property of the Corporation and such property shall be returned to the Corporation upon termination of office or employment as appropriate or upon request. The Corporation’s property and opportunities must not be used for personal gain or illegal activities. Directors, officers and employees should report any instances of theft, misuse or waste of funds or assets or appropriation of opportunity to the President or to our legal counsel.
The Corporation is committed to ensuring the integrity of the recording, processing, retention and destruction of its documents and records to meet its obligations. Officers and employees are also expected to abide by the Corporation’s Internet and Systems Use Policy, which establishes guidelines for the proper use of the hardware, software, website, e-mail, telecommunications, internet access or other systems that support and host the network of the Corporation.
Reporting Illegal or Unethical Behavior
Directors, officers and employees who believe that a violation of the Code or any law, rule or regulation has been or is likely to be committed have an obligation to promptly report the relevant information to an appropriate supervisor or, in the case of directors and senior officers, to our legal counsel. Alternatively, in any case, the violation or potential violation may be reported to the President. Confidentiality of reports made in good faith regarding alleged violations will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review and subject to applicable law. An individual who receives such a report must make a record of its receipt, document how the situation was dealt with and report thereon to our legal counsel or President. Legal Counsel or the President will retain all such reports and may, depending on the circumstances, report to an executive committee.
The Corporation wishes to assure employees and officers that the Corporation will not discharge, demote or suspend an employee or officer who, in good faith, brings forward reasonable concerns about actual or potential violations of laws, rules or regulations, or the Code. Employees may report any complaint or concern anonymously, although the Corporation’s ability to fully investigate an anonymous report may be limited if it is unable to obtain additional information.
Contact Information
Any questions regarding the Code and its application or interpretation should be directed to a supervisor or to our legal counsel, as appropriate.
Compliance With The Code
The Code applies to all directors, officers and employees of the Corporation. An individual who violates the Code may face disciplinary action up to and including termination of his or her office or employment with the Corporation. Waivers of the Code for executive officers and directors may be granted only in writing by the PRESIDENT. Directors and executive officers are reminded that the Canadian securities regulatory authorities consider that conduct by a director or executive officer which constitutes a material departure from the Code will likely constitute a “material change” within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations. National Instrument 51-102 requires every material change report to include a full description of the material change, including: the date of the departure(s); the party(ies) involved in the departure(s); the reason why the Board of Directors has or has not sanctioned the departure(s); and any measures the Board of Directors has taken to address or remedy the departure(s). Each director, officer and employee is to be provided with a copy of the Code and will be required to sign an annual acknowledgement.
New directors, officers and employees are to be provided with a copy of the Code and will be educated about its importance. The Code will be circulated to directors, officers and employees from time to time when appropriate and whenever material changes are made to the Code.
No Rights Created
This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of the Corporation’s business. It is not intended to and does not, in any way, constitute an employment contract or an assurance of continued employment or create any rights in any director, officer, employee, service supplier, consultant, advisor or any other person or entity.
Contact Us
If you have any questions or concerns about this Code of Conduct Policy, please contact us at:
Infused SeedBall USA LLC: info@isbgroupofcompanies.com