The purpose of this Code of Conduct is to provide guidelines to Directors, Officers and Employees of BFI Canada Ltd. (“the Corporation”) and its operating subsidiaries IESI Corporation (“IESI”), BFI Canada Inc. (“BFI Canada”) and their subsidiaries (collectively referred to as “the Company”). The Code of Conduct establishes the Company’s commitment to its employees, as well as the Company’s standards for conducting business, and its relationship with the community.
The Company will pursue all its activities with a commitment to basic values and principles of ethical behavior. The Company’s reputation for integrity and good corporate citizenship will be maintained through adherence to the highest ethical standards, embracing open and honest relations with Personnel, shareholders, customers, suppliers, and other stakeholders. The Company expects all of its Personnel to act ethically and with the highest standards of integrity.
This policy applies to all Trustees, Directors, Officers, and Employees (“Personnel”) of the Company. All Personnel must sign an acknowledgement of this policy as evidence that they have read and understood the contents and will comply with this policy. Failure to observe this policy may result in disciplinary action (up to and including termination of employment).
3.0 Human Relations
The Company will strive to communicate with Personnel in an open, honest and timely manner in all matters that affect them, encouraging feedback to ensure a two-way flow of communication. The Company expects Personnel to commit their best efforts to the Company’s success, to act prudently in their use of Company property and other resources, and uphold the Company’s good name in all day-to-day dealings.
4.0 Responsibilities to the Company
4.1 Information Disclosure
All Personnel are required to protect the Company’s material and confidential information as required in the Company’s Disclosure Policy and Procedure.
Upon any disclosure of confidential information the responsible Personnel may be held liable for any loss or damage suffered by the Company and will be subject to disciplinary action (up to and including termination of employment). The information in this manual is the property of BFI Canada Inc. and IESI Corporation, and is to be used only in connection with the conduct of the business of BFI Canada Inc., IESI Corporation and/or its subsidiary companies. No part of the information is to be copied or transferred to any other person. The information contained herein is proprietary and confidential information directly relating to the profitability and success of BFI Canada Inc., and IESI Corporation and its subsidiary companies.
When Personnel leave the service of the Company, all business related documents and information of the Company must be returned to the Company and is not to be used or disclosed to third parties in any way by the departing Personnel.
4.2 Communication with the media and Investors
Communications with the news media, securities analysts or investors that are made on behalf of the Company must be in compliance with the Company’s Disclosure Policy and Procedure.
4.3 Proper Maintenance and Retention of Records
All transactions and agreements of the Company must be properly recorded and accounted for in the books of the Company, and retained in accordance with the Company’s records retention policies and guidelines. All Personnel are responsible and accountable for the accurate reporting of transactions in which he or she is directly involved. No Personnel shall make entries that are intentionally false or obscure the true nature of a transaction.
5.0 Conflict of Interest
Personnel must ensure that they do not engage in any activity that might create a conflict of interest for the Company or for themselves individually. Personnel must not take advantage of their position to seek personal gain through inappropriate use of non-public information. This includes not engaging in insider trading. Other examples of conflict of interests include:
Gifts from Customers or Suppliers
Personnel may only accept business gratuities or gifts of nominal value. An Officer of the Company must approve all other gifts. If there is doubt about a particular gift or invitation, guidance should be sought from Personnel’s immediate supervisor.
Outside Business Activities of Personnel
Personnel must not accept outside positions, which deprive the Company of the time, attention and business judgment required to perform their duties unless approved by an Officer of the Company.
5.1 Reporting Conflicts of Interest
Personnel must avoid activities or situations, which involve or appear to involve self-dealing conflicts of interest with the Company. The responsibility to avoid conflicts of interest or the perception of conflicts of interest arising from outside activities lies with individual Personnel. If in doubt, Personnel should discuss the situation with his or her manager or supervisor. Personnel are required to act in the best interests of the Company at all times.
6.0 Computer Systems and Business Communications
Personnel who use a computer are responsible for protection of Company information. This applies at all times, whether Personnel are using a Company computer or accessing the Company’s systems in the office, an outside location, or while traveling.
6.1 General Use
All Company issued telephones and computer systems, including, but not limited to, computers, laptops, servers, networks, mainframes, cellular phones, pagers, and personal digital assistants are the Company’s property. The purpose of these systems is to conduct business. The systems must not be used in any way that would violate any Company policy. Acceptable use guidelines are provided in the employee handbook. All documents, data, and information, and any form of electronic or voice messages, composed, sent, stored and received on or over the Company’s systems are the properties of the Company. Users of these systems should have no expectation of privacy while using these systems and the Company reserves the right to monitor all uses of these systems. Use of the Company’s systems must be in compliance with all applicable laws and regulations of Canada, the United States (“US”) or any other applicable jurisdiction.
7.0 Our Communities and Environment
The Company is committed to responsibly manage all aspects of its business to meet or exceed recognized environmental, health and safety standards and legal requirements. Personnel should report immediately to their supervisor any known breach of the Company’s environmental, health and safety standards in accordance with the Company’s established environmental policies and manuals.
8.0 Dealing with Governments, Regulators, and Charitable Organizations
The Company is committed to honest and ethical communications and dealings with officials at all levels of government, including full, fair, accurate, timely and understandable disclosure in reports and documents filed with government organizations as well as in public communications. Under no circumstances will Personnel of the Company offer or accept economic or other personal benefits in dealings with government or regulatory officials. This applies to all situations, regardless of motive including governmental or regulatory officials’ attempts to obtain money or favors from the Company by the wrongful use of their official position. Any such incidents should be immediately reported to the respective general counsel of BFI Canada or IESI.
The Company commitments or contributions of any kind, to political candidates or organizations, shall be pre-approved by an Officer of the Company.
9.0 The Company’s General Counsel
The Company operates in multiple jurisdictions in both Canada and the US and must comply with the laws of both countries. As a result situations will arise where the guidance of the Company’s respective General Counsel in Canada or the United States should be sought. Violations of this Code of Conduct should be promptly reported to an Officer of the Company and/or the individual’s respective general counsel in the US or Canada. Issues regarding potential violations of this Code of Conduct will be dealt with on a confidential, to the extent possible, and an unbiased basis.
10.0 Whistleblower Incident Reporting Line
Personnel may also call the Company’s Whistleblower Incident Reporting Line at 1-888-632-4450 to report violations of this Code of Conduct that relate specifically to questionable accounting, internal control, auditing, or environmental, health and safety matters. Only such matters will be dealt with via this reporting line. Calls to the Whistleblower Incident Reporting Line may be made confidentially or anonymously. For more detailed information please refer to the Whistleblower Policy and Procedure.
It is not possible in a document of this nature to cover the full range of items, which can be dealt with in a Code of Conduct, nor is it possible to enforce ethical behavior with a set of rules. Upholding a high standard of business conduct is the responsibility of the Company and individual Personnel. Often answering such simple questions as “Is this course of action good for the Company?” and “Can I justify it?” or referring to a basic guiding principle, “Am I doing what is right?” will provide guidance. Please refer to relevant documents, (e.g. Policies, Employee Handbook, etc.) which are available from your manager or on the IESI or BFI Canada intranet website, for more detailed information on these matters. Every employee has the responsibility to ask questions, seek guidance and report suspected violations of this Code of Conduct. Retaliation against employees who come forward to raise genuine concerns will not be tolerated.