Board of Directors Resolution
Board of Directors - Date: February 20, 2001
Building a High Performance, Principled Meritocracy
Our Constitutional Meritocracy
Our Shared Principles
Dynamic and Disciplined
Our Corporate Members are:
Our culture is based on principles and self-discipline, not rules.
Our Corporate Members Value
* IntegrityWe act ethically and honestly, treating all with dignity, fairness, and respect.
* TrustWe are truthful, deliver on our promises, and uphold our commitments.
* CourtesyWe communicate with courtesy, striving to treat others the way we would wish to be treated.
* RespectWe show respect for the people, culture, laws, and traditions of the regions where we live and work.
* SustainabilityWe operate safely, and we strive for the lightest environmental footprint.
* Community ResponsibilityWe 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:
Our Corporate Members do not tolerate
Our High-Performance Culture
Our People – Our Corporate
- Stand out from the ordinary and the mediocre
- Understand how to add value and maintain corporate confidence
- Establishes demanding goals and reaches beyond them
- Collaborates internally and competes externally
- Communicates openly and debates constructively to strengthen performance
- Takes professionally assessed risks based on high-quality work
- 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
Our Corporate expects Corporate Members to
- Uphold Trust Management Services Inc. Constitution
- 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
- Take charge of your development
- Stretch and strive to be the best at what you do
- Put 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
We expect our team members to:
- Treat each other with respect
- Integrate disciplines, skills, and ideas to make the team stronger
- Contribute to the success of other team members
- Communicate freely and openly, exchanging views, ideas, and lessons learned
- 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
We 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
- Give 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
- Define and communicate a clear vision
- Foster open, honest communication and debate
- Encourage 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
- Communicate meaningfully and honestly with all stakeholders
- Do what's right, even in the face of opposition
- Respond 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
Information Classification and Confidentiality
Information and Information Systems Ownership
Digital Information Access
Information Systems Protection
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.
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.
Policy Purpose and Scope
Corporate Risk Management Policy
Corporate Risk Management Principles
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 acceptable 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
Trust Management Services Inc.'s 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 frameworks advocated by this Corporate Risk Management Policy and other company risk management policies, guidelines, or practices such as the Market Risk Mitigation Policy. In 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 the 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.'s 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.
Risk Management Roles and Responsibilities
The Board of Directors is responsible for:
The President & Chief Executive Officer is responsible for:
The Chief Risk Officer is responsible for:
The Divisional Presidents and Executive Vice-Presidents of Corporate Groups are responsible for:
The Advisory Board extends advice to Management, on an “as requested basis” for many issues of concern inclusive of risk management they do not initiate any decisions, but may make a strong influence on 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.
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.
Information Management Policy
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:
- Understand the implications of information mismanagement and misuse, including the potential costs and risks to the company
- Manage and protect Trust Management Services Inc. information assets by 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
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 practices
- Failure to properly handle information that represents the company's business activities
Competitive Knowledge Sharing
Personal information means information about an identifiable individual, except the business title and business contact information, and includes information about prospective, present or former employees and external parties such as landowners and other individuals.
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 by this Policy and its related practices concerning 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 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
- Facilitating professional development and performance
- Complying with applicable employment or legal requirements
- Communicating with staff; and
- Other reasonable purposes as required to manage the employment relationship
In general, the personal information collected, used, and disclosed about external parties is for:
- 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
Disciplinary action up to and including termination of employment or service contracts will be taken for violations of this Policy and its related practices.
Corporate Constitution Shared Principle: Ethical Behavior — We function based on 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 behaviour and our bottom line.
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.
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 very sensitive, 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 Commitment.
• 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 obligations• 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 such as health information and dependent information• Information for license and permit applications that are required to participate in regulatory processes or as otherwise required by law
- Managing and administering contracts (including leases)
- Conducting geophysical operations
- Constructing roads, pipelines, and other facilities
- Reclamation activities
- Any 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.
- Operational contractors
- Land brokers, land agents, and surveyors
- Road, well or pipeline construction and associated maintenance contractors
- Environment, health, and safety consultants
- Geophysical, engineering, environmental, or other consultants
- Regulatory authorities
Retention and access 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.
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.