"Your Financial Relationship Partner" OUR CORPORATE POLICY & PROCEDURES
Acceptance of Gifts GuidelineOur corporate business conduct and ethics practice prohibits employees from accepting or giving gifts, including prizes or other advantages, that have a greater than nominal value. This guideline provides additional information on how corporate employees can determine what and when gifts are acceptable from vendors, contractors, associates, industry colleagues and other non-corporate personnel they interact with as a result of their employment with Trust Management Services Inc. When giving gifts, employees should refer to the event and special occasion’s guidelines.The exchange of gifts can also be related to conflicts of interest, which are addressed in detail within conflict of interest practice. This practice states that employees must avoid situations where their personal interests could conflict or appear to conflict with their employment duties or responsibilities. For more information, review the conflict of interest practice.Contractors working for Trust Management Services Inc. must have in place guidelines for exchanging gifts that achieve the same standards as our corporate Acceptance of Gifts Guideline:Personal GainCorporate employees may from time to time be offered gifts (e.g. tangible products; invitations to meals; tickets to sporting, cultural or political events; payments, loans or favors) from vendors, contractors, associates, industry colleagues and other non-corporate personnel. Gifts may be offered or received in celebration of project achievements, at vendor trade shows, sports tournaments or a variety of other situations. In some situations, gifts are unacceptable and should be declined.
Those situations include:• acceptance of gifts that have a greater than nominal value• acceptance of frequent gifts from the same source• acceptance of gifts of any value or frequency where:o the giver seeks benefit from decisions or actions the gift might influence (e.g. in exchange for a gift, an employee provides confidential insider information)o a sense of obligation may be created (e.g. causing the Trust Management Services Inc. employee to influence the selection of vendors)o intentional or unintentional interference with fair and equitable competition may occur (e.g. in exchange for gifts, a corporate employee shares proprietary information with a member of a competitor's company)o a benefit may be provided to the employee's family, friends or associates inconsistent with the Conflict of Interest PracticeWhat is Acceptable?Trust Management Services Inc. expects all employees to use good judgment in determining what is acceptable. To assist in that process, we define reasonable gifts as those that are nominal in value and occur infrequently.Nominal in the context of this guideline is any gift (e.g. tangible products; invitations to meals; tickets to sporting, cultural or political events; payments, loans or favors) beneath maximum value. For all employees, a guideline maximum value is of $200.00. Any gifts, individually or cumulatively, beyond this level would represent unique circumstances, serving our corporate interest, and would require the prior consent of your supervisor. For example, some sporting events are above the maximum, and discretion may be applied subject to the approval of the supervisor.Frequency of gift acceptance should be determined by business circumstances, and in any case should not exceed four (4) occurrences in any twelve (12) month period involving the same vendor.If an employee is uncertain about the appropriateness of a gift because of value, frequency or the intent of the giver, they should decline the gift and discuss the situation with a supervisor. There may be circumstances where it is in the Company's interest to pay for the employee's participation through the normal expense account process.All staff are responsible to ensure that, at all times, their actions would be judged to be reasonable and ethical when measured against the principles of our Constitution and the scrutiny of our peers, stakeholders and the general public.MonitoringTo ensure compliance with the Company's Business Conduct & Ethics Practice, Conflict of Interest Practice and this guideline, audit programs are in place that track both the contracts issued to external parties and the expenses those parties incur in providing gifts. All violations will be investigated and disciplinary actions will be taken as necessary.Drug and Alcohol PolicyThe corporation is committed to protecting the health and safety of all individuals affected by our activities, as well as the communities in which we live and operate. We recognize that the use of alcohol and drugs can adversely affect job performance, the work environment and the safety of our employees, contractors and the general public.This Policy and its related practices apply to all employees when they are engaged in company business, working on or off company premises, and when driving company vehicles. The approved corporate contractors are expected to develop and enforce Alcohol and Drug Policies and Practices that are consistent with this Policy and its related practices.To minimize the risk of unsafe and unsatisfactory performance due to alcohol or drugs, staff are expected to report fit for work and remain fit for work throughout their workday or shift and when on scheduled call.The following are expressly prohibited while on company business or premises:• the use, possession, distribution and offering for sale of drugs or drug paraphernalia• the unauthorized use, possession, distribution, offering for sale of beverage alcohol• possession of prescribed medications not authorized for personal use• reporting for duty with the presence in the body of alcohol or drugs above the accepted standards adopted in the corporation’s Alcohol & Drug PracticesVarious investigation and testing procedures defined in the Alcohol & Drug Practices may be used in support of this Policy.Trust Management Services Inc. may provide or recommend prevention, assessment, treatment and aftercare support and resources for employees who suspect they have a substance dependency or an emerging alcohol or drug problem. Employees concerned about or experiencing alcohol and drug problems are encouraged to seek assistance from the Family Assistance Program (EFAP), Health & Wellness, their personal physician or appropriate community service before job performance is affected or violations occur.Disciplinary action up to and including termination will be taken for violations of this Policy and its related practices.PracticesTrust Management Services Inc.’s Constitution and Corporate Responsibility Program establishes our corporate commitment to conducting our business ethically and legally. This practice and the specific related policies and practices, and any guidelines approved and implemented by division or corporate group leaders, will be used in identifying and managing ethical situations and in making ethical business decisions which adhere to these commitments.Compliance with Laws and RegulationsAll employees, contractors and directors must comply with the laws, rules and regulations of the countries in which the corporation operates and must comply with the requirements of applicable securities regulatory authorities and stock exchanges.Violations or potential violations of laws, rules and regulations must be reported in accordance with the Corporation’s Investigations Practice.Conflicts of InterestTrust Management Services Inc. expects employees, contractors and directors to avoid situations where personal interests could conflict, or appear to conflict, with duties and responsibilities or the interests of the company. A conflict of interest may occur where involvement in any activity, with or without the involvement of a related party, prevents the proper performance of employee, contractor and director duties for the corporation, or creates, or appears to create, a situation where judgment or ability to act in the best interests of the Corporation is affected.When faced with an actual or potential conflict of interest, employees must follow the procedures outlined in the Conflict of Interest Practice, contractors should consult their written contracts and officers and directors must follow obligations as set out in relevant statutes and company by-laws and must inform the Chair of the Board of Directors of any such conflict. Supervisors will ensure that employees and contractors are not involved in any decision or operation related to a conflict. Similarly, the Chair of the Board will ensure that officers or directors are not involved in any decision or operation related to a conflict.Fraud and Other Similar IrregularitiesTrust Management Services Inc. is committed to protecting its revenue, property, information and other assets from any attempt, either by the public, contractors, agents, or its own employees, to gain financial or other benefit by deceit.It is the Corporation’s intent to fully investigate any suspected acts of fraud, misappropriation or other similar irregularity.Any employee or contractor who has knowledge of an occurrence of fraud, or has reason to suspect that a fraud has occurred, must immediately notify their supervisor. If the supervisor has reason to suspect that a fraud has occurred, the supervisor must immediately report their suspicions in accordance with the Investigations Practice. If the employee has reason to believe that the employee's supervisor may be involved, the employee must report in accordance with the Investigations Practice.The Corporation will pursue every reasonable effort, including court-ordered restitution, to obtain recovery of the Corporation's losses from the offender, or other appropriate sources.Corporate OpportunitiesEmployees, contractors and directors are prohibited from taking opportunities discovered through the use of corporate property, information or position; using corporate property, information or position for personal gain; and competing with the Corporation.Confidentiality and DisclosureConfidential information includes all non-public information that might be of use to competitors, or harmful to the Corporation or its customers, if disclosed. Confidential information must not be disclosed unless specific authorization is given to do so or such disclosure is legally mandated. Knowledge of confidential information about another company gained in the course of work duties at the Corporation must be protected in the same manner as confidential information about the Corporation.Employees, contractors and directors must not speak on behalf of the Corporation unless authorized to do so and should refer to the Policy on Disclosure, Confidentiality and Employee Trading.Taking advantage of, or benefiting from, information obtained at work that is not available to the public is not permitted. Friends, relatives and associates must not benefit from such information. Where insider information is known and not yet publicly disclosed, employees, contractors and directors must avoid acquiring or disposing of any business interest, including publicly traded securities, whether directly or through another person.If an employee or contractor is not sure whether information has been publicly disclosed, they should consult with a member of Trust Management Services Inc. legal group for guidance before engaging in any transaction of the Corporation. Officers and directors should consult on such matters with the persons listed for guidance before engaging in any such transaction. All transactions are subject to the Policy on Disclosure, Confidentiality and Employee Trading and if applicable, the Restricted Trading and Insider Guidelines.These confidentiality obligations remain in effect even beyond termination of employment, service agreements or Board of Directors appointments with the Corporation or its affiliates.Inducements and GiftsUnlawful or unethical behavior in Trust Management Services Inc. workforce is not tolerated, including soliciting, accepting, or paying bribes or other illicit payments for any purpose. Situations must be avoided where judgment might be influenced by, or appears to be influenced by such unlawful or unethical behavior. Payment or acceptance of any "kickbacks" from a contractor or other external party is prohibited.Examples of laws to which the Corporation is subject and abides by include the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act (USA) and equivalent legislation in other countries. Non-compliance could have serious ramifications.The Corporation does not normally support the use of facilitating payments. However, in some jurisdictions where it is determined to be absolutely necessary for the conduct of the Corporation’s business, the foregoing Acts allow such payments to be made if not prohibited by local law. The amount must be reasonable and the payment approved by Division or Corporate Group leaders and internal legal counsel. Such payments must be recorded in reasonable detail, including the amount paid, the purpose and authorization for such payment.The Corporation does not allow the acceptance or giving of gifts, favors, personal advantages, services payments, loans, or benefits of any kind, other than those of nominal value that can be made as a generally accepted business practice. If there is any doubt in specific cases, the Acceptance of Gifts Guideline should be referred to and or written approval from Corporate leaders should be requested. Gift-giving practices may vary among different cultures, and therefore local gift practices and guidelines will be considered when addressing these issues.Political ActivitiesThe Corporation abstains from any improper intervention in political processes and does not make financial contributions or contributions in kind (e.g. properties, materials or services) to political parties, committees or their representatives, unless permitted by law, and approved in advance by a vice-president or executive vice-president pursuant to a policy approved by the Corporation’s Board of Directors. The Corporation will fully comply with all legal requirements for public disclosure.Corporate employees, contractors and directors may choose to become involved in political activities as long as they undertake these activities on their own behalf and may, on a personal level, give to any political party or candidate, but reimbursement by the Company is prohibited.Lobbying ActivitiesThe Corporation complies with the lobbying laws in the country which imposes reporting requirements on specified oral lobbying communications with certain officers and employees of the Government that are "Designated Public Office Holders" (DPOHs). Employees are prohibited from having oral communications with any DPOH unless: (a) they have been registered by the Corporation under the appropriate lobbying laws as an "in-house lobbyist"; or (b) they have written authorization from a member of Trust Management Services Inc. Executive Team to engage in specific communications with a DPOH, they have received instruction regarding the requirements of the lobbying laws, and they have agreed to report such oral lobbying communications to the appropriate individuals within the Corporation so that Trust Management Services Inc. can comply with its obligations under the pertaining lobbying laws.Fair DealingAll employees, contractors and directors must endeavor to deal fairly with the Corporation’s customers, contractors, industry partners, employees and any other stakeholders, and must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.Acceptable Use of the Corporation's Systems and AssetsThe Corporation’s corporate information, data, information system assets, office equipment, tools, vehicles, supplies, facilities and services are provided for authorized business purposes. Employees, contractors, and directors have an obligation to use these assets in accordance with fundamental principles of reasonable and acceptable use.Given the pervasive nature of the Corporation’s information system assets in day-to-day work and the standards to which Trust Management Services Inc. holds all staff, the following directives regarding acceptable and personal use of information system assets must always be considered.Acceptable UseAcceptable Use is demonstrated when each individual:• consistently ensures the confidentiality, integrity, and availability of the Corporation’s information• takes acceptable measures to protect the Corporation’s rights and property ownership of information system assetsUnacceptable UseEmployees, contractors, and directors are prohibited from using the Corporation’s information system assets to:• defame, slander, harass, annoy or cause needless anxiety to another person or another organization• conduct any illegal or unethical activity• conduct any activity that could adversely affect Trust Management Services Inc. reputation• intentionally transmit viruses or transmit virus warnings to any recipient other than the Service Desk• make excessive use of non-business-related Internet sites, chat rooms, blogs, discussion rooms, or social networking sites (e.g. Face Book, MySpace) for personal reasons• replace personal assets (e.g. home telephone land line or personal PC)• exchange any of the following types of content:o personal commercial, advertising or political materialo pictures, jokes or content that conflict with the Corporation’s Principle Of Ethical Behavior or other principles within the Constitutiono chain letterso obscene or sexually explicit messages, pictures, cartoons or jokeso ethnic, religious, gender-related, disability-related or racial slurso confidential, sensitive or proprietary information to unauthorized recipientso material that could damage the Corporation's image or reputationThe Corporation’s information system assets and other assets must not be used for personal commercial ventures.Acceptable Personal UseEach individual user at the Corporation may make reasonable, occasional personal use of the Corporation’s information system assets. Personal use is considered reasonable if:• it involves appropriate content• does not put the Corporation at risk of violating the copyrights on any materials• is in alignment with regional laws, legislation, and Corporate values• occurs for short periods of time and does not interfere with day-to-day responsibilities of corporate staffTrust Management Services Inc. staff should also consult the Information Management Policy for further guidance related to Acceptable Use.Company RecordsRecords must be kept and maintained to fulfill relevant legal requirements. Recording and reporting information, including information related to operations, environment, health, safety, training, human resources and financial matters, must be done honestly, accurately and with care.Accuracy of Books and RecordsThe books and records of the Corporation must reflect in reasonable detail its transactions in a timely, fair and accurate manner to, among other things, permit the preparation of accurate financial statements in accordance with generally accepted accounting principles and maintain recorded accountability for assets and liabilities. The accuracy of asset and liability records must be maintained by comparing the records to the existing assets and liabilities at reasonable intervals, and taking appropriate action with respect to any differences.All business transactions that employees, contractors and directors have participated in must be properly authorized, properly recorded and supported by accurate documentation in reasonable detail.Accounting, Auditing or Disclosure ConcernsThe Corporation is required to provide full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Government regulatory authorities as well as other public communications made by the Corporations on an as need to know basis. All employees and contractors responsible for the preparation of Trust Management Services Inc. disclosures, or who provide information as part of the process, must ensure that disclosures are prepared and information is provided honestly, accurately and in compliance with the various Corporate disclosure controls and procedures.All employees, contractors and directors have a duty to submit any good faith questions and concerns regarding questionable accounting, auditing or disclosure matters or controls. Submissions about these or similar matters should be reported in accordance with the Investigations Practice.To the extent that potential violations involve the Corporation's accounting, internal accounting controls or auditing matters (including questionable accounting or auditing matters), investigations under this practice will be overseen by, and be the ultimate responsibility of, the Audit Committee of the Board of Directors.No information may be concealed from the Corporation's external auditors, internal auditors, the Board of Directors or the Audit Committee of the Board of Directors. It is illegal to fraudulently influence, coerce, manipulate or mislead an external auditor who is auditing the Corporation's financial statements.Observance of the Business Conduct & Ethics PracticeAll employees and directors are personally accountable for learning, endorsing and promoting this practice and applying it to their own conduct and field of work. All employees and directors will be asked to review this practice and confirm on a regular basis, through written or electronic declaration, that they understand their individual responsibilities and will conform to the requirements of the practice.Contractors are expected to develop and enforce with their staff, policies and/or practices that are consistent with this practice and its associated requirements and to acknowledge their compliance in writing.Employees or contractors with questions about this practice or specific situations are encouraged to refer the matter to their supervisor or leader or the persons listed in any referenced policy or practice, as applicable. Applicable resource groups such as Corporate Legal or Human Resources may also be contacted. Officers and directors with questions about this practice or specific situations are encouraged to refer the matter to the Chief Executive Officer or the Chair of the Board of Directors or the persons listed in any referenced policy or practice, as applicable.Reporting Violations of the Business Conduct & Ethics Practice Actions that violate or appear to violate this practice must be reported in accordance with the Corporation's Investigations Practice. The Investigations Practice outlines how a report will be treated once it is made, protection for complainants and the consequences of violating this practice.Violation of this practice and its associated guidelines may result in disciplinary action up to and including termination of employment.Waivers and AmendmentsWaivers of this practice for employees or contractors may be granted only by a Division or Corporate Group vice-president. However, any waiver of this practice for officers or directors may only be made by the Board of Directors and will be promptly disclosed to shareholders to the extent required by law, rule, regulation requirement.Amendments to this practice will be publicly disclosed to the extent required by law, rule, or regulation requirement.