Corporate Policy and Procedures
Acceptance of Gifts Guideline
Our 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.
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:
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:
of gifts that have a greater than nominal value
• acceptance of frequent gifts from the same source
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)
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 Practice
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.
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 Policy
The 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
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.
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
for duty with the presence in the body of alcohol or drugs above the accepted standards adopted in the corporation’s
Alcohol & Drug Practices
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.
Trust 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.
with Laws and Regulations
All 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 Interest
Trust 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.
Other Similar Irregularities
Trust 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.
Employees, 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 Disclosure
Confidential 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 Gifts
Unlawful 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.
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.
The 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.
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.
All 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.
Use of the Corporation's Systems and Assets
The 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 Use is demonstrated when each individual:
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 assets
Employees, 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
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 material
o pictures, jokes or content that conflict with the Corporation’s Principle Of Ethical Behavior or other
principles within the Constitution
o chain letters
o obscene or sexually explicit messages, pictures,
cartoons or jokes
o ethnic, religious, gender-related, disability-related or racial slurs
sensitive or proprietary information to unauthorized recipients
o material that could damage the Corporation's
image or reputation
The Corporation’s information system assets and other assets must not be used for personal
Each 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 staff
Trust Management Services Inc. staff should also consult the Information
Management Policy for further guidance related to Acceptable Use.
Records 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 Records
The 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.
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 Concerns
The 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 &
All 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 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.
to this practice will be publicly disclosed to the extent required by law, rule, or regulation requirement.