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The Policy is consistent with the ORLEN Group’s position on ethics, compliance and correctness while conducting business, “THE CORE
VALUES AND STANDARDS OF CONDUCT OF ORLEN Group”.
ORLEN UPSTREAM CANADA LTD. ("ORLEN UPSTREAM CANADA" OR THE
"CORPORATION")
CODE OF BUSINESS CONDUCT AND ETHICS
(THE "CODE")
I.
Introduction
ORLEN Upstream Canada requires the highest standards of professional and ethical conduct from our
directors, officers, employees and consultants as well as from our suppliers, contractors and customers
(collectively known as "
non-employees
"). Our reputation for honesty and integrity is key to the success
of our business. No director, officer, employee, consultant or non-employee will be permitted to achieve
results through violations of laws or regulations, or through unscrupulous dealings.
We intend that the Corporation's business practices will be compatible with the economic and social
priorities of each location in which we operate. Although customs vary from country to country and
standards of ethics may vary in different business environments, honesty and integrity must always
characterize our business activity.
This Code sets out our expectations, commitment and requirements for a culture of honesty, integrity and
accountability and outlines the basic principles and policies with which all directors, officers, employees,
consultants and non-employees are expected to comply. Please read this Code carefully. All directors,
officers, employees, consultants and non-employees shall review this Code upon appointment, election,
retention or the commencement of employment with the Corporation. In addition, directors, officers,
employees and consultants are required on an annual basis thereafter, to sign a certification statement
indicating that the director, officer, employee or consultant has read, understands and agrees with the
terms and conditions of this Code in the form attached hereto (refer to Schedule A).
It is your responsibility to familiarise yourself with this Code as well as other governing documents and
applicable laws relevant to your work. In addition to following this Code in all aspects of your business
activities, you are expected to seek guidance in any case where there is a question about compliance with
both the letter and spirit of our policies and applicable laws. This Code sets forth general principles and
does not supersede the specific policies and procedures that are covered in other corporate policies
statements. References in this Code to the Corporation means the Corporation or any of its subsidiaries.
This Code applies to all directors, officers, employees, consultants and non-employees of the Corporation.
Your cooperation is necessary to the continued success of our business and the cultivation and
maintenance of our reputation as a good corporate citizen.
II.
Conflicts of Interest
ORLEN Upstream Canada respects your right to manage your personal affairs and investments. However,
a conflict of interest may occur when an individual's private interest interferes, or appears to interfere, in
any way with the interests of the Corporation. A conflict situation can arise when a director, officer,
employee, consultant or non-employee takes actions or has interests that may make it difficult to perform
his or her work effectively. Conflicts of interest also arise when a director, officer, employee, or
consultant, or a member of his or her family, receives improper personal benefits as a result of his or her
position in the Corporation. Loans to, or guarantees of obligations of, such persons are likely to pose
