TORONTO PORT AUTHORITY CODE OF BUSINESS CONDUCT AND ETHICS November 29, 2005
CODE OF BUSINESS CONDUCT AND ETHICS... 2 SUMMARY OF CODE OF BUSINESS CONDUCT AND ETHICS... 2 EXPLANATION OF THE CODE... 3 1. BUSINESS ETHICS AND PRACTICES... 3 PROTECTING TRUST ASSETS AND RESOURCES... 3 CONFIDENTIAL INFORMATION... 3 SECURITIES LAWS AND INSIDER TRADING... 4 POLICY REGARDING E-MAIL, THE INTERNET, TELEPHONES AND OTHER FORMS OF COMMUNICATION... 4 MEDIA, PUBLIC AND GOVERNMENTAL INQUIRIES... 5 CONFLICTS OF INTEREST... 5 GIFTS TO PERSONS... 5 GIFTS FROM PERSONS... 6 BOARD AND COMMITTEE MEMBERS FOR OTHER ENTITIES... 6 CORPORATE OPPORTUNITIES... 6 ACCURACY OF BOOKS AND RECORDS... 6 ACCOUNTING, AUDITING OR DISCLOSURE CONCERNS... 7 2. WORK ENVIRONMENT... 7 DISCRIMINATION AND HARASSMENT FREE ENVIRONMENT... 7 SAFE WORKING CONDITIONS... 8 3. LEGAL AND REGULATORY COMPLIANCE... 8 COMPLIANCE WITH LAWS, RULES AND REGULATIONS... 8 4. COMPLIANCE WITH CODE... 9 REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOUR... 9 COMPLIANCE STANDARDS AND PROCEDURES... 10 ACCOUNTABILITY FOR ADHERENCE TO THE CODE... 10 HELPFUL CONTACT INFORMATION... 10 AMENDMENTS and EMPLOYMENT... 10 CODE OF BUSINESS CONDUCT AND ETHICS STATEMENT OF COMPLIANCE... 12
- 2 - CODE OF BUSINESS CONDUCT AND ETHICS All of the activities of the Toronto Port Authority ( TPA ) should be conducted with the highest standards of fairness, honesty and integrity and in compliance with all legal and regulatory requirements. As a director, officer or employee of the TPA, you should consider yourself a representative of TPA in your dealings with others, including other directors, officers and employees, suppliers, other government bodies and the general public. The Board of Directors of the TPA (the Board ) has approved this Code of Business Conduct and Ethics (the Code ). As a director, officer or employee of the TPA, you are required to comply with this Code. SUMMARY OF CODE OF BUSINESS CONDUCT AND ETHICS The following list summarizes your obligations under the Code. Each of these items is described in greater detail below. 1. Protect the TPA s assets, and use them properly and with care for the benefit of the TPA. 2. Protect the confidentiality of the TPA s confidential information. 3. Use email, the internet, telephone and other forms of communication provided by the TPA appropriately, which means primarily for business-related purposes. 4. Do not speak on behalf of the TPA unless authorized to do so. 5. Avoid situations in which your personal interests conflict, may conflict or may appear to conflict with the interests of the TPA. 6. Do not offer excessive or inappropriate gifts or other benefits to persons, including public officials, that may influence or be perceived to influence a business decision. 7. Do not accept excessive or inappropriate gifts or other benefits from persons doing or seeking to do business with the TPA. 8. Before joining the board of another entity, consider whether you have a conflict of interest by virtue of your role with the TPA and advise the Chair of the Board (if you are a director) or the President and Chief Executive Officer (if you are an officer or employee). 9. Do not take personal opportunities which arise through the use of property or information of the TPA or through your role with the TPA. 10. Maintain complete and accurate books and records of the TPA. 11. Be committed to the prevention of workplace discrimination and harassment. 12. Be committed to ensuring the health and safety of other directors, officers and employees. 13. Know and comply with all laws, rules and regulations applicable to you.
- 3-14. Deal fairly with the TPA s suppliers and employees. EXPLANATION OF THE CODE This Code prescribes the minimum ethical standards of conduct required of all directors, officers and employees of the TPA. Because any illegal or unethical action, or the appearance of misconduct or impropriety by anyone acting on the TPA s behalf, could have serious consequences for the TPA, the TPA expects its agents and representatives, including consultants and contractors to comply with the Code. An explanation of each of the rules is set forth below. You should also refer to the TPA s other policies, including its Whistleblower Policy and Harassment Policy, which supplement this Code. If you have questions regarding the application of any rule or about the best course of action in a particular situation, you should seek guidance from your supervisor. The President and Chief Executive Officer and directors should seek guidance from the Chair of the TPA s Board who shall consult, as appropriate, with outside legal counsel and any expert advisors. Violations of the Code can have severe consequences and will result in appropriate discipline up to and including termination of employment or appointment where warranted by the circumstances. 1. BUSINESS ETHICS AND PRACTICES PROTECTING TRUST ASSETS AND RESOURCES Protect the TPA s assets, and use them properly and with care for the benefit of the TPA, and not for personal use. You have a responsibility to protect and safeguard the TPA s assets from loss, theft, misuse and waste. All assets of the TPA should be used for legitimate business purposes only. The TPA equipment should not be used for non-tpa business, though incidental personal use may be permitted. The TPA s property should never be used for personal gain, and you should not allow the TPA s property to be used for illegal activities. The TPA s property should not be removed from its facilities unless necessary and authorized in connection with work for the TPA. Misappropriation of the TPA assets and the taking of the TPA property without permission are both breaches of your duty to the TPA and may be an act of fraud against the TPA, which could result in termination of employment or appointment as well as civil or even criminal penalties. In addition, careless use or waste of the TPA s assets may also be a breach of your duty to the TPA and could result in termination of employment or appointment. All proprietary information is to be delivered to the TPA promptly after employment or appointment ceases, or at any time upon the request of the TPA. Any suspected incident of fraud or theft should be immediately reported for investigation. CONFIDENTIAL INFORMATION Protect the confidentiality of the TPA s confidential information.
- 4 - Confidential information is information that has not been made generally available to the public, either through a news release, disclosure on the the TPA s web site or in the TPA s annual report or widely reported media coverage. No employee should disclose the TPA s confidential information to anyone within or outside of the TPA unless: o the recipient is a director, officer or employee of the TPA who needs this information to carry out his or her assigned responsibilities as a director, officer or employee of the TPA, o an outsider who has been properly authorized by an officer of the TPA to receive such information, or o disclosure is authorized by the TPA or is required by law or other regulations. You must also respect the confidentiality of information regarding other businesses. If you learn of confidential information about another business in the course of your position, you should protect it the same way that you would protect confidential information about the TPA. Data protection and privacy laws that affect the collection, use and transfer of personal information are rapidly changing areas of law, and you should consult with the President and Chief Executive Officer if you have any questions regarding restrictions on the use of personal information. Disclosure of confidential information can be harmful to the TPA and could be the basis for legal action against the TPA and/or the director, officer or employee responsible for the disclosure. The obligation to keep certain information confidential applies both during appointment or employment with the TPA, and after termination of appointment or employment, including on retirement. SECURITIES LAWS AND INSIDER TRADING If you have material information about a company with which the TPA does business that is not known to the investing public, you should not buy or sell securities of that company until after the information has become public. Information about an entity is material : (a) (b) if publicly known, results in or would reasonably be expected to result in a significant change in the market price or value of any securities of that entity; or if there is a substantial likelihood that a reasonable securityholder or investor would consider it important in making a decision to buy, sell or hold securities of that entity. POLICY REGARDING E-MAIL, THE INTERNET, TELEPHONES AND OTHER FORMS OF COMMUNICATION Use email, the internet, telephone and other forms of communication provided by the TPA appropriately, which means primarily for business-related purposes. The TPA provides its employees with access to e-mail, the internet, telephones and other forms of communication for business purposes, and while the TPA understands the need for limited and occasional use of these tools for personal purposes, such use should not be excessive or detrimental to the TPA. Internet use must be conducted in a professional manner. For example, accessing internet sites containing
- 5 - obscene or offensive material, or sending e-mails that are derogatory or harassing to another person or group of people or chain emails, is prohibited. In addition, employees must be vigilant to ensure that the network access security is maintained. MEDIA, PUBLIC AND GOVERNMENTAL INQUIRIES Do not speak on behalf of the TPA unless you are authorized to do so. When members of the media or government authorities contact the TPA to request information, the response can have far-reaching implications. Only the Chair and the President and Chief Executive Officer are authorized to speak on behalf of the TPA and to release information to the public. If you receive a request for information from outside the TPA, you must forward it to the President and Chief Executive Officer if you are not authorized to speak on behalf of the TPA. CONFLICTS OF INTEREST Avoid situations in which your personal interests conflict, may conflict or may appear to conflict with the interests of the TPA. As a director, officer or employee of the TPA, you must act honestly, ethically, in good faith and in the best interests of the TPA by avoiding conflicts of interest in your personal and professional relationships. The TPA respects the right of directors, officers and employees to manage their personal affairs and investments and does not wish to intrude upon their personal lives. At the same time, directors, officers and employees, when acting in their capacities as directors, officers or employees of the TPA, must act in the best interests of the TPA. A conflict situation can arise when a director, officer or employee takes actions or has interests that may make it difficult to perform his or her TPA work objectively and effectively. A conflict situation also arises when a director, officer or employee receives improper personal benefits as a result of the person s position with the TPA. Avoiding conflicts of interest includes disclosure of any material transaction or relationship that reasonably could be expected to give rise to such a conflict. Each director, officer and employee or a member of his or her family (or similar) must disclose without delay any personal interest in transactions or proposed transactions of the TPA and any other conflict of interest, including the underlying facts, arising in connection with their activities for the TPA to the President and Chief Executive Officer. The President and Chief Executive Officer shall make such disclosure directly to the Board. GIFTS TO PERSONS Do not offer excessive or inappropriate gifts or other benefits to persons, including public officials, that may influence or be perceived to influence a business decision. Some business situations call for giving gifts. Employees whose duties permit them to do so may offer modest gifts, entertainment or other benefits. The benefits must be given in accordance with generally accepted ethical business practices. The TPA employees may never pay bribes or give gifts of cash or cash equivalents. The TPA employees may not provide any gift if it is prohibited by law or the policy of the recipient s organization.
- 6 - GIFTS FROM PERSONS Do not accept excessive or inappropriate gifts or other benefits from persons doing or seeking to do business with the TPA. As a director, officer or employee, you cannot solicit, encourage or receive bribes or other payment, contribution, gift or favour that may influence your or another s decision. It is acceptable to accept modest gifts, entertainment or other benefits from persons doing or seeking to do business with the TPA, provided the benefits are given in accordance with generally accepted business practices. For example, a pair of tickets to a baseball game may be accepted from a supplier, while entertainment that is lavish or frequent may appear to influence one s independent judgment on behalf of the TPA. If a gift in excess of $250 is received, an employee must report this receipt to the President & CEO or designate. BOARD AND COMMITTEE MEMBERS FOR OTHER ENTITIES Before joining the board of another entity, you must consider whether you may have a conflict of interest by virtue of your role with the TPA and, if so, you must advise the Chair or the President and Chief Executive Officer. Serving as a trustee or director or in a similar position for a government agency or an outside entity may create a conflict of interest. Being a trustee or director or serving on a standing committee of some organizations, including government or non-governmental agencies, charities and non-profit organizations, may also create a conflict. Before accepting an appointment to the board or a committee of any entity, you should consider whether it creates a conflict of interest with reference to the factors considered above under the heading Conflicts of Interest, including whether the appointment would detract from your ability to devote appropriate time and attention to your responsibilities with the TPA. In addition, employees should advise the President and Chief Executive Officer before accepting any appointment to the board or a committee of any entity. CORPORATE OPPORTUNITIES Do not take personal opportunities that arise through the use of property or information of the TPA or through your role with the TPA. As a director, officer or employee, you are prohibited from taking for yourself business opportunities that are discovered or developed through the use of corporate property, information or position. No director, officer or employee may use corporate property, information, or position for improper personal gain. You owe a duty to the TPA to advance its legitimate interests when the opportunity arises. Sometimes the line between personal and the TPA benefits is difficult to draw and both personal and the TPA benefits may be derived from certain activities. Each employee should ensure that any use of the TPA property or information that is not solely for the benefit of the TPA is approved in advance by an individual senior to that person and having the appropriate authority to approve such use. The President and Chief Executive Officer and directors shall seek prior approval of the Board. ACCURACY OF BOOKS AND RECORDS Maintain complete and accurate books and records of the TPA.
- 7 - The TPA s information and records are valuable corporate assets and must be managed with care. In addition, you must comply with legal and regulatory requirements that relate to document and record retention and disposition. All of the TPA s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the TPA s transactions and must conform both to applicable legal and accounting requirements and to the TPA s system of internal controls. Unrecorded or off the books funds or assets should not be maintained under any circumstances. All business transactions must be properly authorized. All transactions must be supported by accurate documentation in reasonable detail and recorded properly. You must not conceal any information from the auditors, the internal audit function or the Board. In addition, you must not fraudulently influence, coerce, manipulate or mislead any independent public or certified accountant who is auditing the TPA s financial statements. ACCOUNTING, AUDITING OR DISCLOSURE CONCERNS The TPA has a responsibility to provide full, fair, accurate, timely and understandable disclosure in the reports and documents that it files with, or submits to, government bodies, as well as in other public communications made by the TPA. All employees who are responsible for the preparation of the TPA s public disclosures, or who provide information as part of the process, have a responsibility to ensure that disclosures and information are made honestly, accurately and in compliance with the TPA s disclosure controls and procedures. All directors, officers and employees have a responsibility to submit good faith questions and concerns regarding accounting, auditing or disclosure matters. Complaints and concerns related to such matters include, among others, actions involving: (a) (b) (c) (d) fraud or deliberate errors in the preparation, maintenance, evaluation, review or audit of any financial statement or financial record; deficiencies in, or noncompliance with, internal accounting controls; misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports; or deviations from full and fair reporting of the TPA s financial condition. For more information you should refer to the TPA s Whistleblower Policy. 2. WORK ENVIRONMENT DISCRIMINATION AND HARASSMENT FREE ENVIRONMENT Be committed to the prevention of workplace discrimination and harassment. The TPA will not tolerate workplace discrimination and harassment. All directors, officers and employees must ensure that the TPA is a safe and respectful environment, free of discrimination and harassment
- 8 - where high value is placed on equity, fairness and dignity. Harassment on the basis of race, sex, colour, ancestry, place of origin, ethnic origin, marital status, same sex partner status, sexual orientation, age, disability, citizenship, family status or religion is prohibited. Harassment generally means offensive verbal or physical conduct that singles out a person to the detriment or objection of that person. Harassment covers a wide range of conduct, from direct requests of a sexual nature to insults, offensive jokes or slurs, and results in an inhospitable work environment. Harassment may occur in a variety of ways and may, in some circumstances, be unintentional. Regardless of intent, such conduct is not acceptable and may also constitute a violation of human rights legislation. No one may harass another employee, supplier, visitor or any other person. SAFE WORKING CONDITIONS Be committed to ensuring the health and safety of fellow directors, officers and employees. Directors, officers and employees of the TPA have the right to work in an environment that is safe and healthy. Accordingly, you must: (a) (b) (c) (d) comply strictly with the letter and spirit of applicable occupational, health and safety laws and the public policies they represent; follow work instructions or procedures on health and safety laws; not engage in illegal or dangerous behaviours; and not possess or use weapons or firearms or any type of combustible materials in the TPA s facilities or at the TPA-sponsored functions unless you are authorized by the TPA or the law to do so. The TPA will not tolerate acts of violence, threats of violence, acts of intimidation and hostility towards another person or group of persons. Promptly report to your supervisor any accident, injury or unsafe equipment, practices or conditions, violent behaviour or weapons possession. 3. LEGAL AND REGULATORY COMPLIANCE COMPLIANCE WITH LAWS, RULES AND REGULATIONS Know and comply with all laws, rules and regulations applicable to your position. Obeying the law, both in letter and in spirit, is one of the foundations on which the TPA s ethical policies are built. Ignorance of the law is not a defence to an action for contravention. The TPA expects directors, officers and employees to make a reasonable effort to become familiar with laws, rules and regulations affecting their activities and to exert due diligence in complying with these laws, rules and regulations and to ensure that those individuals reporting to them are also aware of these laws, rules and regulations. If you have any doubts as to the applicability of any law, you should refer the matter to your supervisor who may obtain advice from the TPA s President and Chief Executive Officer. Directors and the President and Chief Executive Officer should seek guidance from legal counsel to the TPA.
- 9 - Compliance with the law does not constitute your entire ethical responsibility; rather, it is a minimum, absolutely essential condition for performance of your duties. Any questions or concerns about the legality of an action or a conflict between the law and the Code should be addressed to the President and Chief Executive Officer. The TPA s policy is to meet or exceed all applicable governmental requirements regarding its activities. As a director, officer or employee, you must be aware of the applicable governmental requirements and report any violations thereof in accordance with the TPA s Whistleblower Policy. 4. COMPLIANCE WITH CODE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOUR The TPA proactively promotes ethical behaviour and encourages each director, officer and employee to seek guidance when in doubt about the best course of action in a particular situation. All directors, officers and employees of the TPA must immediately report all incidents or evidence of the following involving the TPA or a director, officer or employee of the TPA: (a) (b) (c) (d) (e) (f) (g) (h) a breach of this Code; fraudulent activity or theft; misconduct by a member of senior management; harassment or other inappropriate work-related conduct; questionable accounting or auditing practices; coercion of the TPA s external auditors or any other attempt to improperly affect the TPA s financial statements or financial reporting processes; a violation of applicable statutes, regulations, rules or policies applicable to the TPA or the workplace; or retaliation against a person who raises a concern or reports below. Inappropriate delay in reporting a suspected or discovered violation is itself a violation of this Code. In order to facilitate the reporting of complaints, the TPA s Board has established a Whistleblower Policy which provides an effective, consistent and appropriate procedure by which all incidents that potentially violate policies, procedures or practices of the TPA, including this Code, or statutes, regulations, rules or policies applicable to the TPA or the workplace are properly received, reviewed, investigated, documented and brought to an appropriate resolution. The Whistleblower Policy is intended to encourage and enable directors, officers and employees of the TPA to raise good faith concerns regarding potential violations without fear of adverse consequences to them by virtue of raising those concerns. Accordingly, the TPA will not permit any retribution or retaliation of any kind against any individual for raising a concern or reporting a potential violation in good faith.
- 10 - Any director, officer or employee who knowingly makes a false report of a potential violation (including a statement or disclosure that is not made in good faith) may be subject to disciplinary action up to and including termination. COMPLIANCE STANDARDS AND PROCEDURES The TPA s Board is responsible for monitoring compliance with this Code. Any waiver from the Code for the benefit of an employee or officer may only be granted by the President and Chief Executive Officer. Any waiver from the Code for the benefit of the President and the Chief Executive Officer or a director may only be granted by the Board. Each director, officer or employee should note that it is not the TPA s intention to grant or to permit waivers from the requirements of this Code. Directors, officers and employees who violate the Code will be subject to disciplinary action, including potential termination of employment, depending upon the particular circumstances involved. Information regarding possible infringement of the Code by directors, officers and employees will be referred to the Chair of the Board. Other than pursuant to a waiver that has been approved as set out above, the TPA will not excuse any violation of this Code by a director, officer or employee, even if the violation was specifically requested or authorized by another director, officer of employee. The Board will periodically review this Code (i) to ensure that it conforms to applicable law, and (ii) to address any weakness in this Code or any other policy of the TPA revealed through monitoring, auditing and reporting systems. ACCOUNTABILITY FOR ADHERENCE TO THE CODE Each director, officer and employee of the TPA will be provided with a copy of the Code. Each director, officer and employee will be required to sign an acknowledgement in the form attached to this Code as Schedule A. HELPFUL CONTACT INFORMATION Chief Executive Officer Board Chair AMENDMENTS AND EMPLOYMENT The TPA reserves the right to modify, suspend or revoke this Code and any and all of its policies and procedures at any time. Any amendment to this Code must be approved by the Board. The version of the Code that appears on the TPA s website may be more current and up-to-date and supersedes any printed copies should there be any discrepancy between printed copies and the version that is posted online.
- 11 - This Code does not confer any rights, privileges or benefits on any employee, create an entitlement to continued employment at the TPA, establish conditions of employment, or create an express or implied employment contract of any kind between employees and the TPA. In addition, all employees should understand that this Code does not modify their employment relationship, whether at will or governed by a written contract.
- 12 - Schedule A TORONTO PORT AUTHORITY ( TPA ) CODE OF BUSINESS CONDUCT AND ETHICS STATEMENT OF COMPLIANCE I have reviewed and am familiar with the TPA s Code of Business Conduct and Ethics (the Code ) for directors, officers and employees. I hereby agree to comply with the Code, including its provisions for non-disclosure of information both during and after appointment or employment. To the best of my knowledge, I am not involved in any situation that conflicts or might appear to conflict with the Code. I also agree to notify the President and Chief Executive Officer (if I am an officer or an employee) or the Chair of the Board (if I am the President and Chief Executive Officer or a director) immediately of any change that might adversely affect my compliance with the Code. Name: (Please print) Subsidiary: Position Title: Date: (mm/dd/yy) (signature) Note: All directors, officers and employees of the TPA must complete this Statement of Compliance. Please detach, complete and sign this form, and forward it to the TPA s Chief Executive Officer within 30 days of receiving a copy of the Code.