CONSTITUTION and PRIVACY STATEMENT
Board of Directors Resolution
WHEREAS it is desirable for the Corporation to adopt
a Corporate Constitution that will set out the foundation upon which we will build a high performance, principled corporation;
NOW THEREFORE BE IT RESOLVED that Trust Management Services Inc. Constitution is hereby unanimously approved to be effective
from February 20, 2001 onwards.
Board of Directors
Date: February 20th, 2001.
Building a High Performance, Principled Meritocracy
Our vision is to create a truly great company - one where quality work is the norm; where we stretch and strive to be
the best we can be; and where great things are accomplished. Principles grace every decision and punctuate every interaction
along our journey. Shareholders and other stakeholders support our endeavors because we have earned their trust and respect.
Our Name is Our Philosophy
Trust Management Services Inc. will be the world's High Performance Benchmark for independent private project funding structures
serving the private and governmental sectors worldwide.
Our Constitutional Meritocracy
Trust Management Services Inc. is a company where
shared principles guide our behavior and merit determines our reward.
Our Shared Principles
To excel, to achieve our
goals, we must have a shared set of moral principles - an inner compass - that guides our behavior, and we must have business
principles that clearly show the path we will travel. We need to define what we should expect of ourselves and what we can
expect of each other. Our Corporate Constitution harnesses the elements fundamental to our continuing success as a living,
We understand that sustained corporate monetary value can only be delivered by people
of strong character. We lift one another up to greater success, we are determined, dynamic and disciplined, and we can be
We function on the basis of trust, integrity, and respect. We are committed to benchmark
practices in safety and environmental stewardship, ethical business conduct, and community responsibility. Our success is
measured through both our behavior and our bottom line.
We focus where we passionately believe we can be the best. We
are accountable for delivering high-quality work that's continually enriched by open, dynamic past reviews and learning.
We have great expectations
of one another. Living up to them will enable us to experience the thrill and fulfillment of being part of a successful team,
and the pride of building a great company. This Corporation is a place where performers prosper.
Dynamic and Disciplined
We understand that sustained corporate monetary value can
only be delivered by people of strong character. We lift one another up to greater success, we are determined, dynamic and
disciplined, and we can be counted on.
Each day in our work, we exhibit a particular set of behaviors. We talk to each other in a certain manner. We act based
upon a set of commonly held principles, customs, and beliefs. Each day, we define our culture. By our actions and our words,
we say to each other and to those we meet, who we are and what we stand for.
Our Corporate Members are:
We have a positive attitude that is both realistic and progressive. We strive to keep a sense of humor and care about each
OPEN - We freely exchange ideas and encourage open, constructive communication and debate.
DETERMINED - We take pride in our work and focus on being the best with a relentless determination to succeed.
DYNAMIC - We seize opportunities with focused energy and agility. We challenge ourselves by continuing
to raise the bar in all that we do.
DISCIPLINED - We apply disciplined thought to determining our goals
and take decisive action to achieve them.
COMMITTED - We can be counted upon to deliver on our commitments
and our responsibilities.
BALANCED - We celebrate our achievements. We strive for balance between the
time we dedicate to our jobs and the time we dedicate to family and personal pursuits.
Our Corporate Members are not:
EGOTISTICAL or ARROGANT
UNWILLING to ADAPT or CHANGE
PLAYERS of INTERNAL POLITICS or GAMES
Our culture is based on principles and self-discipline,
- We function on the basis of trust, integrity, and respect. We are committed to benchmark practices in safety and
environmental stewardship, ethical business conduct, and community responsibility. Our success is measured through both our
behavior and our bottom line.
BEHAVIOR - Shared corporate responsibility
means having a special pride in what we are trying to accomplish and in the reputation of the company. It means being an ethical,
Corporate Members value:
We act ethically and honestly, treating all
with dignity, fairness, and respect.
We are truthful, deliver
on our promises, and uphold our commitments.
We communicate with courtesy, striving
to treat others the way we would wish to be treated.
We show respect
for the people, culture, laws, and traditions of the regions where we live and work.
We operate safely, and we strive for the lightest environmental footprint.
We follow the principle of Consultation, Communication, and Capacity Building
as we strive to make a positive difference in the communities and countries where we operate.
We as Corporate Members:
* Are socially responsible.
Assess our strengths and weaknesses honestly.
* Look for creative ways to partner with communities.
Strive to enhance the Corporation's reputation on a daily basis.
Corporate Members do not tolerate:
* Unlawful or unethical behavior.
* Intimidation or
* Environmental, health or safety negligence.
* Workplace discrimination.
At the end of the day, the most
important thing is our reputation.
We focus where we passionately believe we can be the best. We are accountable for delivering
high-quality work that is continually enriched by open, dynamic past review and learning.
The opportunity to be the top-performing
company in our peer group is in our hands - the key will be great execution. The elements of our success are here - great
people committed to be the best at what they do, outstanding assets, a clear strategy, financial strength, and a disciplined
approach to value creation - including the allocation of capital to the best projects evaluated on a consistent, realistic
Our High Performance Business Units
Our Corporate organizational strategy combines the competitiveness, agility, and entrepreneurial work environment of a family
of fully accountable business units with the breadth of knowledge, systems, financial strength, and resilience of a
large corporation. Ten powerful fundamentals provide the framework for our actions:
We focus our
business plans where we passionately believe we can achieve benchmark performance.
• Competitive Advantage
We target resources where we can apply our size, strength, and superior core competencies to continuously add value, grow
productively, and lower costs.
• Professional Realism
We consistently apply highly professional technical,
financial, operational, and risk assessment processes to evaluate investments.
• Strategic Asset Management
We regularly reassess our business plans, capital allocation, and acquisition/divestiture opportunities to maximize risked
returns from our asset portfolio.
• Execution Excellence
We understand that even the best projects and
opportunities will still fail without great execution.
• Recounting and Learning
We plan every investment
based on its potential to create value and then the results are examined against the plan, sharing both successes and setbacks.
We employ the highest quality people, expect the highest quality work, and build the highest
We strive for the simplest, clearest, and quickest route to success.
We monitor and benchmark our competitors and exchange information and best practices across our company.
We safeguard our people, information, and resources.
Our High Performance Corporate Groups
Corporate groups focus on supporting and helping the business
units succeed, along with achieving the best possible relationships with key stakeholders. Trust Management Services Inc.
groups strive to develop strong management reporting and control systems, and create added value through creatively applying
best practices in finance, information technology, human resources, and stakeholder relations. They achieve this while maintaining
superior service, simplicity, speed, and effectiveness.
Our High Performance Culture
We expect to be held accountable for the quality
of our work and the achievement of our objectives.
We are imaginative and creative, and identify opportunities
our competitors have yet to recognize.
We work as fully accountable teams in an atmosphere of mutual respect
We seek new information on best practices and technology, learn from failures, and
challenge the status quo to outpace our competitors.
We lead by example. We encourage initiative and
welcome diversity of thought. Then, we act decisively.
We strive to outdistance our competitors by pursuing
opportunities with a sense of urgency.
corporation’s execution strategy is about outrunning the competition. Our goal is to be the High Performance Benchmark
in productivity, cost control, value on growth, and intrinsic value creation.
Our People – Our Corporate
• Stand out from
the ordinary and the mediocre.
• Understand how to add value and maintain corporate confidence.
demanding goals and reaches beyond them.
• Collaborates internally and compete externally.
openly and debate constructively to strengthen performance.
• Takes professionally assessed risks based upon
• Listens and freely shares ideas and knowledge.
• Roots out bureaucracy
as it does not add value.
• Learns from experience, both the good and bad, and shares lessons learned.
People in the Corporation do not tolerate
• Knowledge without action.
• Action without knowledge.
• Avoiding accountability.
• Wasting time and resources.
• Uncaring efforts.
• Failure without learning.
We manage risk of failure through disciplined, high-quality work and best
judgment. Given these conditions, the sin is not failure itself, but failure to learn.
We have great expectations of one another. Living
up to them will enable us to experience the thrill and fulfillment of being part of a successful team, and the pride of building
a great company.
True leadership in any organization is actually
about marking the playing field, preparing the players, and turning the team loose to play the game; while being there to
coach, mentor, and give direction when needed. Leadership is actually about creating the conditions for success without handholding
through every play.
Our Corporate expects Corporate Members to
• Uphold Trust Management Services Inc.
• Be a role model for corporate values and reputation.
• Embrace the Company's
goals and contribute to their achievement.
• Learn core competencies superior to your competitors.
charge of your own development.
• Stretch and strive to be the best at what you do.
the goals of your team ahead of your own.
• Share your skills and knowledge.
• Be accountable
for your actions and results.
• Deliver high-quality, highly professional work.
• Treat Trust
Management Services Inc. assets with care and pride.
Corporate Members need to have a positive attitude, a sense
of goodwill towards one another, and a sense of humor. We need people who are passionate about doing their jobs well; people
who rise to the challenges, push beyond the setbacks, and celebrate the triumphs.
We expect our team members to
each other with respect.
• Integrate disciplines, skills, and ideas to make the team stronger.
to the success of other team members.
• Communicate freely and openly, exchanging views, ideas, and lessons
• Have joint accountability and ownership for team objectives.
• Have a clear focus
on objectives and results.
• Assess results honestly and professionally.
• Learn from every
experience and celebrate successes together.
True leadership requires something that is almost always in short supply: people who help you sail through
the rough waters or tell you when the smooth sailing is making you vulnerable to the next storm; people you can count on for
advice based on straight-goods reality checks; people who reinforce what you do well, and tell you what you can improve.
expect our leaders to
• Uphold Trust Management Services Inc. Constitution - truly walk the talk.
• Serve as role models and accept nothing less than the best effort.
• Set clear boundary
conditions for performance and behavior.
• Share information openly and be accessible.
regular, clear, and constructive feedback.
• Coach, encourage, and inspire.
• Treat every
individual fairly and equitably.
• Add value to their teams.
• Encourage the exchange and
application of new ideas.
• Listen and learn.
• Support and encourage employee development.
• Act decisively, even on difficult issues.
• Recognize accomplishments and celebrate successes.
You can expect the Corporation to
• Uphold Trust Management Services Inc. Constitution.
and communicate a clear vision.
• Foster open, honest communication and debate.
innovative ideas and entrepreneurial thinking.
• Provide the environment and tools you need to do your job.
• Provide opportunities to grow your abilities.
• Provide fair and timely performance evaluation,
including third-party feedback.
• Foster industry-benchmark best practices.
meaningfully and honestly with all stakeholders.
• Do what's right, even in the face of opposition.
to our critics with truth.
• Strive to be the employer of choice - a place where vibrant, dedicated people
can build careers, fulfill their aspirations, and achieve more than they may have thought they could.
Services Inc. is a high performance company where people strive to be better at their jobs than the person doing the same
job with our competitors. We strive to be a place where people look forward to coming to work and where everyone understands
that their contribution is important to the success of their team, and their company.
Trust Management Services Inc. journey
will be guided by a Corporate Constitution that sets out the foundation of our values and what we each can do to thrive and
grow; an inner compass that keeps us moving in the right direction on our journey to build a great company. Trust Management
Services Inc. Constitution will set out what we expect of one another; it will inspire us; it will empower us; and it will
make us accountable to one another.
Corporate staff members have access to and develop a great
deal of information related to the company and its business. In most cases, that information is the property of the Corporation
or another party (e.g. a joint-venture partner or vendor). In all cases, corporate staff must protect corporate information
from unauthorized use, disclosure or access. Corporate information in any form - electronic, transmitted, printed and verbal
- is a valuable corporate asset. This Corporate Information Security Practice establishes company universal standards for
protecting corporate information. The goal of Trust Management Services Inc. Information Security Practice is to provide an
environment that enables maximum, safe sharing of corporate information while maintaining the security of sensitive information
and complying with the Information Management Policy.
Every corporate staff member
is personally responsible for protecting corporate information against unauthorized use, disclosure or access. That includes
understanding and complying with this practice and any related policies, practices or guidelines, as well as reporting incidents
involving unauthorized use, disclosure or access to corporate information.
Information Classification and Confidentiality
Trust Management Services Inc. classifies corporate
information to determine how that information should be kept secure. Unless otherwise classified, corporate information is
to be treated as "Corporate Internal," meaning it can be freely shared between Trust Management Services Inc. staff.
If information is more or less sensitive than this, it is the responsibility of the individual who developed or provided the
information to properly classify it and ensure it is handled appropriately. All staff members are responsible for preserving
the confidentiality of any corporate information they access, develop or provide.
and Information Systems Ownership
Corporate information developed by or for the company is owned by Trust Management
Services Inc., unless otherwise defined by contracts or law. The company also owns information systems (e.g. computers, paper
files, audio or video recordings) in which corporate information is held. As a result, Trust Management Services Inc. holds
the right to review, access, and disclose for security, investigative, maintenance and legal purposes, the contents of all
information stored on or transmitted through its information systems.
Digital Information Access
members are given access to corporate digital information systems (e.g. computer networks) through personal accounts. The
company monitors, logs and audits system activity and can trace actions back to individual accounts. Each staff member is
assigned an account and is responsible for all activity that occurs under that account. Staff must protect their accounts
through the use of strong passwords and must not share their accounts or passwords.
Information Systems Protection
Trust Management Services Inc.
protects its information systems through multiple security controls (e.g. firewalls, security cards, virus protection). All
staff members are required to comply with security controls at all times. Unauthorized connections to company information
systems are forbidden. Attempts to bypass, disable or defeat these controls will be considered a breach of policy. Monitoring
or tampering with company information systems, external sites or email messages is prohibited. Only software purchased by
the company may be installed on company systems.
Trust Management Services Inc. contracts independent audits and assessments
of company information systems in cooperation with Information Security as part of a regular security review process.
Staff must apply reasonable care and judgment in using email and the internet during the course of their
work for the company. Policies and practices related to confidentiality, privacy and appropriate business conduct must be
applied to email use in the same manner as any other business communications.
Company staff must be aware of and comply
with intellectual property rights (e.g. copyrights, patent rights, trade secrets) according to the law. Staff may only use
the information for which they have been given authority through their employment or engagement contracts and job requirements.
Deviations from this practice require signed waivers from Information Security. Waivers are granted on a temporary basis
and require joint approval from Information Security and the relevant business unit leader.
Violation of this practice
and its associated guidelines may result in disciplinary actions that can include, among other actions, dismissal or legal
action. Reports of violations of this practice will be forwarded to the appropriate business unit leader, Human Resources
and Information Security. In cases where local or international law is violated, the company has a responsibility to involve
the relevant law enforcement agencies.
Policy Purpose and Scope
This policy describes Trust Management Services Inc.
risk management principles and expectations applicable to all types of risk in all activities undertaken by or on behalf of
the company. It also outlines roles and responsibilities for the Board of Directors, the President & Chief Executive Officer,
the Chief Risk Officer, the Divisional Presidents and Executive Vice-Presidents of Corporate Groups, the role of the Advisory
Board and all staff. Definitions of significant terms in this Policy are outlined in the company Risk Glossary.
Risk Management Policy
Risk Management Principles
Risk is often defined as the chance of something happening, measured in terms of
probability and impact. At Trust Management Services Inc., a principal risk is defined as the chance of something happening,
measured in terms of probability and impact, that may adversely affect the achievement of the company’s strategic
or major business objectives.
Risk management is a structured and disciplined approach to assessing and managing the
uncertainties that the company faces as it creates value and preserves value.
Trust Management Services Inc. believes
risk taking is a necessary and accepted part of our business. Effectively managing risk is a competitive necessity and an
integral part of creating corporate value through good business practices designed to ensure that the company achieves its
strategic, business and governance objectives, and protects its corporate reputation, values and integrity. In the context
of realizing strategic objectives, some amount of failure is an accepted outcome of risk taking as long as risks have been
properly assessed and managed.
Trust Management Services Inc. acknowledges that all activity has an element of risk and
that not all risks can or should be transferred. The company is committed to managing risks including strategic risks, at
all levels in the organization and summarizes these risks into three broad categories: operational risk; financial risk; and
safety, environmental and regulatory risk. Since many risks can impact our reputation, all risks must be evaluated in terms
of the potential impact on our reputation.
Trust Management Services Inc. does not engage in speculative activity which
is defined as a profit-seeking activity unrelated to the company’s primary business.
Risk Management Expectations
Risk management applies to and will be practiced in accordance with Article II, The Company's Risk Management Principles
as a part of all of the company’s activities including developing strategic plans, preparing operational plans and capital
budgets, completing detailed project approval requests, designing and managing project plans, operating corporate facilities
and assets, as a part of other management systems and generally, in all decision making processes.
Trust Management Services
Inc. overall risk appetite and risk tolerance will be determined by the President & Chief Executive Officer in conjunction
with the Executive Team and reported on by the Chief Risk Officer to the Board of Directors.
Risk will be evaluated,
managed and documented consistent with guidelines, tools and framework advocated by this Corporate Risk Management Policy
and other company
risk management policies, guidelines or practices such as the Market Risk Mitigation Policy.
all cases, risk will be evaluated in terms of the impact on the following areas: people, environment, assets, financial/business
objectives, and reputation. The risk will be assigned a probability of occurrence, with a resulting risk level ranging from
low to extreme.
Risks identified as extreme, high, or medium will require implementation of a risk transfer, reduction,
elimination, or exploitation strategy to reduce the residual risk level to as low as reasonably practicable. Risks identified
as extreme or high with an impact above a specified threshold will be reported to the President & Chief Executive
Officer or appropriate Divisional President or Executive Vice-President of Corporate Groups, and the Chief Risk Officer.
Trust Management Services Inc. Risk Matrix is a tool that may be used to assess, measure and report risks. Trust Management
Services Inc. Risk Matrix may not be readily applied to all risk areas but the concepts of impact and probability must be
addressed in all cases. For example, emerging risks are those circumstances or factors which may be new to the company and
may lack quantifiable impact or probability at a particular time. Emerging risks should be separately identified, and qualitative
assessments of their impacts and probabilities should be provided.
Trust Management Services Inc. Risk Matrix will be
the foundation for developing any risk sub-matrices in the Corporation. Sub-matrices will align with Trust Management Services
Inc. Risk Matrix and will require the approval of the Chief Risk Officer.
Risk management reports will be maintained
by Divisions and Corporate Groups and provided to the Chief Risk Officer at least quarterly for consolidation.
Management Roles and Responsibilities
The Board of Directors is responsible for:
a. Approving and authorizing the Policy.
b. Ensuring that a system is in place to identify the principal
risks to the Corporation and that the best practical procedures are in place to monitor and mitigate the risks.
the Chief Risk Officer's consolidated quarterly and annual risk reports that identify the principal risks to the Corporation
and the mitigation strategies in place.
& Chief Executive Officer is responsible for:
a. Identifying all significant risks to the Corporation's businesses
and ensuring that procedures are established to mitigate the impact of the risks in the best interest of shareholders.
b. Appointing or recommending the appointment of the Chief Risk Officer, as applicable.
The Chief Risk Officer is responsible for:
the principal risks to the business and ensuring that the Corporation has implemented appropriate systems and effective risk
management programs to manage these risks.
b. Developing, implementing, monitoring overall compliance with and
adhering to the Policy.
c. Overseeing development, administration and annual review of this Policy for approval
by the Board of Directors.
d. Developing and implementing risk management practices, systems, controls and business
continuity plans for the Corporation, which are aligned with and complementary to the Policy.
e. Developing external
risk reporting protocols and disclosures where required by regulation or good governance.
f. Reporting to the Board
of Directors and the Executive Team Company's principal consolidated risks and mitigation strategies on a quarterly and annual
The Divisional Presidents
and Executive Vice-Presidents of Corporate Groups are responsible for:
a. Identifying risks and developing and
implementing risk management practices, including mitigation strategies, systems, controls and business continuity plans specific
to their respective Divisions or Corporate Groups, which are aligned with and complementary to the Policy.
risk management reports detailing the principal business risks for the Division or Corporate groups and which will be available
for consolidation at Trust Management Services Inc. level.
The Advisory Board of the Corporation is available council, meeting
regularly to address questions in the areas of risk management and many other issues that may come forward. These issues may
be brought forward to the Advisory Board, through the Advisory Board Secretary for scheduling, by the Board of Directors,
Executive Team, Divisional Presidents and Executive Vice-Presidents of Trust Management Services Inc. groups and the Risk
Management Officer as it would pertain to the issues concerning the people (Government and Private sectors), the area
environment, assets, financial/business objectives, and reputation of Trust Management Services Inc. in the Community. The
Advisory Board extends advice to Management, on a “as requested basis” for many issues of concern inclusive of
risk management they do not initiate any decisions, but may make strong influence to management on all issues brought to them.
The Advisory Board may be invited to oversee special committees in specific areas of concern and make recommendations to the
Board of Directors.
a. In alignment with the values and principles embodied in Trust
Management Services Inc. Constitution, this Corporate Risk Management Policy commits all staff to consistently apply
risk assessment processes and to take professionally assessed risks based upon high-quality work.
The Executive Team, comprised of the President
& Chief Executive Officer, the Divisional Presidents, the Chief Risk Officer, and the Executive Vice-Presidents of Corporate
Groups, are collectively responsible for developing the Corporation's risk management principles and risk management expectations
as well as defining the Corporation's risk appetite and tolerances, in addition to those specific responsibilities as outlined
in Risk Management Roles and Responsibilities referred to above.
Risk management committees may be established by the
President & Chief Executive Officer from members of the Executive Team to address specific risk areas. For example, the
Market Risk Mitigation Policy requires that a Risk Management Committee address the Corporation's financial hedging strategy
and ensure that the Corporation is complying with that specific Policy.
otherwise noted in this Policy, any significant exceptions to this Policy require the approval of the Executive Team and these
exceptions will be reported at the next regularly scheduled meeting of the Board of Directors
Information Management Policy
Trust Management Services Inc. is committed to ensuring that the management and protection of its corporate information
meets operational, contractual, statutory and regulatory requirements. Information in any medium, including electronic and
paper based, is a valuable corporate asset. We recognize that processes, information systems and infrastructure for capturing,
sharing, reporting and storing relevant corporate information enable Trust Management Services Inc. to conduct its business
efficiently, effectively and securely.
Information, including intellectual property, developed by, or for, the company
is to be treated as company property. Trust Management Services Inc. must also protect the privacy and property rights of
others. Information and software programs obtained and used by staff members under a confidentiality or license agreement
must be properly handled.
This policy and its related practices cover company information from its creation or acquisition
through to its use, distribution, storage, accessibility, communication and destruction. Related procedures and guidelines
address methods to manage and protect information contained in paper files, electronic documents, computer databases, software
programs, communication systems and information storage facilities.
All company staff members are required to:
the implications of information mismanagement and misuse, including the potential costs and risks to the company
and protect Trust Management Services Inc. information assets in accordance with this Policy and related practices,
including statutory and regulatory requirements
• take accountability for appropriate security, access and
retention of any specific information records entrusted to them
• report incidents and assist in investigations
relating to information mismanagement and misuse
Staff members providing services to the company through a third party
organization are required to act in accordance with this Policy and its related practices with respect to their use of company
Violations of this policy include:
• activities that disrupt or prevent access to, or control
of, Trust Management Services Inc. information
• using information or information resources in a manner that
damages Corporate reputation or business
• attempts to circumvent information security or management
• failure to properly handle information that represents the company's business activities
action, up to and including termination of employment or service contracts, will be taken for violations of this policy and
its related practices.
We function on the basis of
trust, integrity, and respect. We are committed to benchmark practices in safety and environmental stewardship, ethical
business conduct, and community responsibility. Our success is measured through both our behavior and our bottom
We act ethically and honestly, treating all with dignity, fairness, and respect.
We are truthful, deliver on our promise, and uphold our commitments.
We show respect
for the people, culture, laws, and traditions of the regions where we live and work.
We focus where we passionately believe we can be the best. We are accountable for delivering high-quality work
that's continually enriched by open, dynamic recounting and learning.
Competitive Knowledge Sharing
monitor and benchmark our competitors and exchange information and best practices across our company.
We safeguard our people, information, and resources.
We expect to be held accountable for the quality of our work and the achievement
of our objectives. We manage risk of failure through disciplined, high-quality work and best judgment.
The Corporation is committed
to protecting the privacy of the personal information which is collected, used and disclosed in the conduct of its business.
Personal information means information about an identifiable individual, except business title and business contact information,
and includes information about prospective, present or former employees and external parties such as landowners and other
This Policy and its related practices apply to all staff members when they are engaged in company business.
Staff members providing services through a third party are required to act in accordance with this Policy and its related
practices with respect to their use of company assets. Contractors and consultants are expected to develop and enforce policies
and practices that are consistent with this Policy and its associated requirements to apply to their staff providing services
for or on behalf of Trust Management Services Inc..
Trust Management Services Inc. will obtain express or implied consent
of individuals, except where otherwise permitted by law, to collect, use and disclose personal information for reasonable
business purposes. The purpose for the collection, use or disclosure of the personal information, except where otherwise permitted
by law, will be identified before or when the information is collected.
In general, personal information collected, used
and disclosed about prospective, present or former employees is for administering, planning and managing an individual's employment
relationship with the company and includes but is not limited to:
• ensuring the safety and security of staff
and corporate assets, including company-held information;
• determining eligibility for initial employment,
including the verification of references and qualifications;
• administering pay and benefits;
professional development and performance;
• complying with applicable employment or legal requirements;
• communicating with staff; and
• other reasonable purposes as required to manage the employment
In general, the personal information collected, used and disclosed about external parties is for the purposes
• providing information about Trust Management Services Inc. and its operations to external parties;
• managing and administering contracts with external parties;
• managing the Company's relationship
with and providing for the safety of external parties;
• meeting any legal or regulatory requirement or obligation;
• facilitating participation in company events; and
• other reasonable purposes consistent
with Trust Management Services Inc. business objectives.
Personal information will be protected by reasonable security
safeguards that are appropriate to the sensitivity level of the information. Personal information will only be retained for
the period of time necessary to fulfill the purpose for which it was collected, or as required for statutory or other legal
purposes. Upon request, individuals will be granted the reasonable right of access and review of their personal information.
Disciplinary action up to and including termination of employment or service contracts, will be taken for violations of
this Policy and its related practices.
Constitution Shared Principle: Ethical Behavior — We function on the basis of trust, integrity and respect. We are committed
to benchmark practices in safety and environmental stewardship, ethical business conduct and community responsibility. Our
success is measured through both our behavior and our bottom line.
Services Inc. is committed to protecting the privacy of the personal information that is collected, used and disclosed for
the purpose of conducting our business. We have prepared this Personal Information Protection Commitment to inform you of
our practices concerning the collection, use and disclosure of your personal information and to reflect privacy legislation,
Trust Management Services Inc. collects, uses and discloses personal information from or about individuals
impacted by our business activities or from individuals who request information about our company. This includes people who
live on or near, or who have access to or use lands where Trust Management Services Inc. operates. It also includes our investors,
potential investors, media and those third parties participating in corporate events or providing services to the company.
Under privacy legislation, where applicable, Trust Management Services Inc. is required to obtain your consent to collect,
use and disclose your personal information. If you choose not to provide your consent, you may refuse to provide us with your
personal information. Alternatively, you may withdraw your consent to our collection, use and disclosure of your personal
information on reasonable notice, subject to applicable legal, contractual or regulatory requirements.
If you do not
wish to provide your consent or if you withdraw your consent, this may affect certain aspects of our relationship, including
limiting your eligibility for certain payments, benefits, goods or services provided by us.
Trust Management Services
Inc. collects, uses and discloses certain personal information to abide by certain legal, contractual, or regulatory requirements.
Your ability to withdraw your consent or your refusal to consent in these circumstances is limited where the denial or refusal
would interfere with these legal, contractual or regulatory requirements.
There are circumstances where the collection,
use or disclosure of personal information by Trust Management Services Inc. may occur without your consent, where permitted
or required by law. In these circumstances, Trust Management Services Inc. will not collect, use or disclose more information
than is permitted or required and, where the personal information is of a very sensitive nature, Trust Management Services
Inc. will seek to obtain express consent where it is reasonably possible and appropriate to do so.
Your personal information
may be transferred to another company in the event of a business transaction. This will occur only if we have entered into
an agreement with the acquiring party under which your personal information is protected.
If you do not contact us we
will assume you have consented to our collection, use and disclosure practices as set out in this Personal Information Protection
In the course of conducting our business Trust Management Services
Inc. may collect information from or about you that includes:
• Information to contact or identify you such
as your name, address, telephone number, marital status, age and date of birth
• Financial information such
as bank accounts, occupation, current and estimated payment terms and amounts, to facilitate payment and meet contractual
• Property information such as title, ownership, road use and access information, to allow us
to conduct exploration, development and operations activities
• Environment, health and safety information
to allow us to communicate effectively with you in an emergency situation such as health information and dependent information
• Information for license and permit applications that is required in order to participate in regulatory processes
or as otherwise required by law
We collect, use and disclose personal information to allow us to conduct
our business activities on the lands on which we operate. These business activities include:
• managing and
administering contracts (including leases)
• conducting geophysical operations
roads, pipelines and other facilities
• reclamation activities
• any and all related activities
of the company
• acquisition and divestiture activities
• complying with regulatory requirements,
including health, safety and environmental rules and regulations
We also collect, use and disclose personal information
to communicate with you, to facilitate participation in company events and to enable us to provide information about Trust
Management Services Inc. to you.
Like many companies, Trust Management Services Inc. uses third party
service providers in our business. We share personal information with these third parties when they require the information
These third parties include:
• operational contractors
• land brokers, land agents and surveyors
• road, well or pipeline construction and associated maintenance contractors
health and safety consultants
• geophysical, engineering, environmental, or other consultants
Trust Management Services Inc. is committed to safeguarding your personal
information while it is in our control. We maintain physical, procedural and technical security with respect to our offices
and information storage facilities to prevent any loss, misuse, unauthorized access, disclosure, or modification of your personal
We will only hold your personal information as long as needed for the purpose for which we collected it and as
required by our policy, this commitment, and applicable laws. We will provide you with access to your personal information
held by us, subject to exceptions as permitted or required by law.
If you have any questions or concerns
with respect to the information provided in this Personal Information Protection Commitment please refer to this in writing
to Trust Management Services Inc. Human Relations Department.
This Personal Information Protection Commitment applies
in respect of all activities of Trust Management Services Inc. that are governed by the Personal Information Protection and
Electronic Documents Legislation and other applicable privacy legislation.
In this document, “The Corporation”,
“Trust Management Services Inc.", "we", "our" and "us" refer to Trust Management
Services Inc. and its subsidiaries and affiliated entities.
OF CONDUCT FOR EMPLOYEES, CONSULTANTS AND REPRESENATIVES
MANGEMENT SERVICES INC.
this document the term "personnel" refers to any employee, representative agent, or independent consultant that
works with our corporate in an authorized capacity.
This discussion about the rules of corporate conduct sets out the philosophy that underlies the rules governing the corporate's
responsibilities to those to whom financial services and structures are provided, to the specific private clients, in respect
- characteristics of the corporate;
- fundamental corporate principles governing
- ethical corporate conflict resolution;
- corporate fiduciary duty;
- personal character and
ethical conduct of persons involved representing the corporate
- corporate application of the rules;
principles governing the responsibilities toward private clients
- corporate interpretation of the rules.
The rules of corporate conduct, comprehensive in their scope, practical in application and
addressed to high moral standards, serve not only as a guide to the corporate involved persons themselves, but as a source
of assurance of the corporate's concern for the clients they serve. It is a mark of a corporate that there is a voluntary
assumption, by those who comprise it -- the corporate community -- of ethical principles which are aimed, first and foremost,
at protection of the clientele and, second, at achieving orderly and courteous conduct within the corporate itself. It is
to these purposes that the rules are of importance.
It is essential to recognize that a corporate does not cease to
be a corporate because a proportion of its personnel enter salaried private employment - consultants, representatives and
agents. These personnel continue to belong to the corporate and to be subject to the rules of corporate conduct. It should
be recognized that some personnel of the corporate might acquire the required skills outside of corporate image.
principles governing conduct
The rules of corporate conduct, as a whole, flow from the special obligations
embraced by the corporate leadership. The reliance of the clients, generally, and the business community, in particular, on
sound and fair financial structuring and competent opinions on business affairs -- and the economic importance of that reporting
opinion -- impose these special obligations on the corporate. They also establish, firmly, the corporate's business acumen.
To shelter the corporate clientele and to maintain the reputation of the corporate, the rules apply, as appropriate, to
"personnel of the corporate", being representative firms of the corporate and the application of the rules of corporate
conduct to their representatives, consultants and employees - all referenced herein as "Personnel of the Corporate".
The rules of corporate conduct are derived from five fundamental principles of ethics - statements of accepted conduct
whose soundness is, for the most part, self-evident and are as follows:
conduct themselves at all times in a manner which will maintain the good reputation of the corporate and its ability to serve
their client interest.
In doing so, personnel are expected to avoid any action that would discredit the corporate.
While there are business considerations involved in the creation and development of a corporate image, a corporate's image
should be based primarily upon a reputation for corporate excellence. A member is expected to act in relation to other personnel
with the courtesy and consideration he or she would expect to be accorded by them.
Integrity and Due Care
Personnel perform corporate services with integrity and due care.
Personnel are expected to be straightforward,
honest and fair dealing in all corporate relationships. They are also expected to act diligently and in accordance with applicable
technical and corporate standards when providing corporate services. Diligence includes the responsibility to act, in respect
of an engagement, carefully, thoroughly, and on a timely basis. Personnel are required to ensure that those performing corporate
services under their authority have adequate training and supervision.
maintain their corporate skills and competence by keeping informed of, and complying with, developments in the corporate standards
The clients expect the corporate to maintain a high level of competence. This underscores the
need for maintaining individual corporate skill and competence by keeping abreast of and complying with developments within
the corporate standards in all functions where personnel are relied upon because of maintenance of knowledge.
Personnel have a duty of confidentiality in respect of information acquired as a result of corporate, employment and
business relationships and they will not disclose to any third party, without proper cause and specific authority, any information,
nor will they exploit such information to their personal advantage or the advantage of a third party.
of confidentiality includes the need to maintain the confidentiality of information within the corporate and NOT for disclosure
The disclosure of confidential information by personnel may be required or appropriate where
- Permitted or authorized by the client or employer;
- Required by
- Permitted or required by a corporate right or duty, when not prohibited by law.
Personnel do not allow their corporate or business judgment to be compromised by bias,
conflict of interest or the undue influence of others.
Our clients expect that personnel will bring objectivity
and sound corporate judgment to our corporate services. It thus becomes essential that personnel will not subordinate corporate
judgment to external influences or the will of others.
Our clients interest in the objectivity of personnel engaged
to perform an assurance or a specified procedure requires that the personnel are to be, and be seen to be, free of influences
which would impair the personnel's objectivity. Accordingly, the rules specifically require personnel who engage to perform
an assurance or specified procedural engagement to be independent. The ethical standard of independence requires personnel
to be and remain free of any influence, interest or relationship, in respect of the client's affairs, which impairs personnel's
corporate judgment or objectivity or which, in the view of a reasonable observer, would impair personnel's corporate judgment
As well, the rules specifically require that personnel, before accepting or continuing an engagement,
determine whether there is any restriction, influence, interest or relationship which, in respect of the proposed engagement,
would cause a reasonable observer to conclude that there is or will be a conflict of interest. If there were to be such a
conflict, personnel are required to decline or discontinue the particular engagement unless there are accepted conflict management
techniques which, with the informed consent of the affected client or clients, permit personnel to accept or continue the
With respect to both independence and conflicts of interest, the corporate employs the criterion of whether
a reasonable observer would conclude that a specified situation or circumstance posed an unacceptable threat to personnel's
objectivity and corporate judgment. Only then can client confidence in the objectivity and integrity of personnel be sustained,
and it is upon this client confidence that the reputation and usefulness of the corporate rest. The reasonable observer should
be regarded as a hypothetical individual who has knowledge of the facts which personnel knew or ought to have known, and applies
judgment objectively with integrity and due care.
Ethical conflict resolution
may arise where personnel encounter and are required to resolve a conflict in the application of the fundamental principles
or compliance with the rules derived therefrom.
When initiating a process for the resolution of an ethical conflict,
personnel should consider, either individually or together with others, as part of the resolution process, the following:
- Relevant facts;
- Ethical issues involved;
- Fundamental principles and rules
applicable to the matter in question;
- Established internal procedures; and
- Alternative courses of action.
Having considered these issues, personnel should determine the appropriate course of action that is consistent
with the fundamental principles and rules identified as being pertinent. Personnel should also weigh the consequences of each
possible course of action. If the matter remains unresolved, personnel should consult with other appropriate persons within
the corporate for help in obtaining resolution.
Where a matter involves a conflict with, or within, an organization,
personnel should also consider consulting with those charged with governance of the organization, such as the board of directors.
It would be in the best interests of personnel to document the substance of the issue and details of any discussions
held or decisions taken, concerning that issue.
If a significant conflict cannot be resolved, personnel may wish to
obtain guidance on ethical issues without breaching confidentiality from corporate or legal advisors. For example, personnel
may have encountered a fraud, the reporting of which could breach personnel's responsibility to respect confidentiality. Personnel
are advised to consider obtaining legal advice to determine whether there is a requirement to report.
exhausting all relevant possibilities, the ethical conflict remains unresolved, personnel should, where ethically possible,
refuse to remain associated with the matter creating the conflict. Personnel may determine that, in the circumstances, it
is appropriate to withdraw from the particular engagement team or assignment, or to resign altogether from the engagement
in a manner consistent with the rules of corporate conduct.
Personnel have duties
to their clients that arise from the nature of the relationships with the clients. Personnel have a corporate duty to act
with integrity and due care and a contractual duty to provide services as defined by the terms of the engagement. In certain
cases, the relationship between a member and a client could also be one that the courts describe as a fiduciary relationship
that gives rise to fiduciary duties.
The concepts of fiduciary relationship and fiduciary duty are derived from the
law of trusts. The obligations of a fiduciary can be onerous and the implications of being in breach of a fiduciary duty can
In determining whether a fiduciary relationship does exist, a court will look at all of the factors
but, in a corporate engagement situation, will particularly focus on the purpose and nature of the service being provided;
the extent of the reliance which the client places on personnel; any lack of sophistication of the client;
the vulnerability of the client to the influence of personnel; and, the discretionary authority, if
any, granted by the client to personnel. The court will also consider the extent of the disclosure to the client of personnel's
interest in the matter and whether personnel have put himself or herself in a position of conflict or has an opportunity to
receive a benefit unknown to the client.
Courts have held that, absent other circumstances, an supervisory auditor
is not a fiduciary in the typical supervisory review engagement (in keeping with the standard statutory purpose). However,
when personnel of the corporate provides non-supervisory opinionated services to a client and when criteria for a fiduciary
relationship exist, the supervisory firm may be found to be a fiduciary. A service provider is more likely to be found to
be a fiduciary in corporate engagements such as supervisory or investigative services.
Personnel must also note that
personnel who are employees may, depending on the particular facts and circumstances, have a fiduciary relationship with his
or her employer.
If there is any question as to whether a fiduciary relationship exists, appropriate advice should
The specific duties that a court might find applicable to a fiduciary will vary depending on the particular
facts and circumstances. In general, a fiduciary relationship requires the fiduciary to act in the utmost good faith on behalf
of the client. As such, a fiduciary must not place himself or herself in a position where his or her interests conflict with
that of the client; nor can a fiduciary profit from his or her position at the expense of the client. A fiduciary must use
information obtained in confidence from a client only for the benefit of the client and must not use it for personal advantage
or the benefit of another person. A fiduciary cannot act at the same time both for and against the same client and must make
available to a client all of the information that is relevant to the client's affairs, unless these requirements are modified
with the client's agreement. Other duties may be found to pertain but are less likely to apply to public accountants.
It is important for personnel to recognize that not all fiduciary relationships give rise to all fiduciary duties. The
terms of the engagement, including explicit provisions for the disclosure of potential conflicts and/or the use of institutional
mechanisms to maintain confidentiality are fundamentally important to the nature of the relationship and the duties that a
court will find to apply in a particular case.
The responsibilities owed to an existing client are more comprehensive
than the responsibilities owed to a former client. The responsibility owed to a former client is generally limited to the
duty of confidentiality.
Some, but not all, fiduciary duties are also corporate obligations under the rules of corporate
conduct. The existence of corporate obligations that are similar to fiduciary duties is not in and of itself determinative
as to whether a fiduciary relationship exists between a member and his or her client. The rules require that personnel maintain
confidentiality, refrain from taking undisclosed profits and avoid conflicts of interest in all client relationships. While
the law recognizes that only certain corporate engagements give rise to fiduciary duties, personnel must be aware that they
are subject to the rules of corporate conduct in all engagements.
Personal character and ethical conduct
The rules of corporate conduct are based on the principles expressed above. These principles have emerged out of the collective
experience of the corporate as it has sought, down the years, to demonstrate its sense of responsibility to the clients they
serve. By their commitment to honorable conduct, personnel of Trust Management Services Inc., throughout its history, has
given particular meaning and worth to the designation of their personnel. They have done so by recognizing that rules of corporate
conduct, do not by their nature state the most that is expected of personnel, but simply the least -- the rules thus define
a minimum level of acceptable conduct. Ethical conduct in its highest sense, however, is a product of personal character --
an acknowledgement by the individual that the standard to be observed goes beyond that of simply conforming to the letter
of a list of prohibitions.
Application of the rules of corporate conduct
- The rules of corporate
conduct apply to all personnel irrespective of the type of corporate services being provided. Some rules have particular relevance
to personnel engaged in the image of the corporate and the industry.
- Personnel not engaged in the image of the corporate,
must observe these rules except where the wording of any rule makes it clear that it relates only to the image of and there
is a specific exception made in a particular rule.
- The term "corporate services" also applies to personnel
who are not engaged in the image of corporate. In this context, it includes those of personnel activities where the client
or his or her associates are entitled to rely on personnel of Trust Management Services Inc. as giving personnel particular
competence and requiring due care, integrity and an objective state of mind.
- Personnel are responsible to Trust Management
Services Inc. for compliance with these rules by others who are either under their supervision or share with them proprietary
interest in a firm or other enterprise. In this regard, personnel must not permit others to carry out duties on his or her
behalf which, if carried out by other personnel would place him or her in violation of the rules.
Principles governing the responsibilities of Corporate Personnel
Our Corporate, being comprised
of personnel of the corporate, have a responsibility which they share with their individual personnel to provide services
that maintain the corporate's reputation for competence and integrity. It is clear that the manner in which firms conduct
their affairs and provide services has an importance that goes well beyond the establishment of their individual reputations;
it affects the client perception of the corporate as a whole.
This broader responsibility requires that personnel
be accountable to the corporate and the clients in respect of ethical conduct and corporate competence. The accountability
of firms is formalized by bringing them within the authority of the rules of corporate conduct in a manner that is similar
to that for personnel but which also appropriately recognizes that the responsibility of corporate business organizations
differs in important respects from that of the individual personnel carrying on corporate engagements on their behalf.
The responsibility of corporate is fulfilled in the first instance by establishing, maintaining and upholding appropriate
policies and procedures designed to ensure that their personnel provide corporate services in a manner that complies with
the standards of conduct and competence prescribed in these rules.
The accountability of the corporate is based on
the recognition that the services they provide are carried out by personnel of the corporate who, through their individual
and collective actions and through the exercise of corporate judgment, are expected at all times to comply with these rules
and to adhere to the generally accepted standards of image of the corporate. Depending on the circumstances and the
particular standard of competence or conduct, therefore, a corporate's accountability for a failure to comply with the rules
may be shared with personnel of the corporate. It is acknowledged in this regard that corporate cannot be held accountable
for the conduct of its personnel who do not comply with these rules, where the corporate has done all that it could be reasonably
expected to have done to ensure that such personnel do comply with the rules.
Our corporate will be held accountable,
as an organization, for its corporate conduct and standards in those instances where:
the corporate has policies and/or procedures which are inconsistent with rules; or
- the breach of any rule by personnel
of the corporate are found to be related to the absence of quality control procedures or to the existence of quality control
procedures that are inadequate for the type of image in which it is engaged; or
- the corporate is identified with
a conduct or the provision of corporate services that is in breach of the rules and it is unclear which personnel within the
corporate are responsible for such breach; or
- the conduct that breaches the rules was authorized, initiated, implemented
or condoned by the corporate prior to or at the time it takes place; or
- the conduct that breaches the rules is condoned
or concealed by the corporate after it learns of it; or
- the corporate did not take appropriate action in response
to becoming aware of any conduct that breaches the rules; or
- there are repeated instances of breaches of the rules
by personnel of the corporate.
In keeping with the principle that corporates have a responsibility
to maintain the good reputation of the corporate, it is only appropriate in these circumstances that the corporate and the
individual personnel be the subject of investigation and disciplinary sanction.
The inclusion of the corporate within
the authority of the rules does not presume that an investigation against the corporate automatically calls into question
the character, competence or conduct of all of the personnel of the corporate. Indeed, there is an obligation on the
part of those given responsibility for the enforcement of the corporate's standards to ensure that any investigation of the
corporate be restricted to those who should properly be the subject of the investigation and resulting disciplinary sanction.
This involves recognizing that the corporate may have partner personnel and/or offices and/or a number of departments or units
within the offices, whether or not they are geographically distinct. In some circumstances, therefore, accountability for
a failure to comply with the rules will rest solely with the individual partner personnel who had knowledge of the matter
that is the reason for making allegations against the corporate. In other circumstances, the accountability will rest with
identifiable personnel or units within the corporate, or with the corporate's executive, management or equivalent groups.