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conflicts of interest, as are transactions of any kind between the Corporation and any other organization in
which you or any member of your family have an interest. We expect you to always act in the best
interests of the Corporation and you should always avoid situations that are or could be perceived as a
conflict of interest.
This Code requires that you do not work in connection with any ORLEN Upstream Canada transaction in
which you, your partner, close relative, or any other person with whom you or they have close relations or
has a financial interest. The same restriction applies where there are other circumstances that undermine
trust in your ability to act in the best interests of the Corporation. Be open, disclose and discuss with your
supervisor any situation that might lead to an actual or perceived conflict of interest.
While it is not possible to list every circumstance which may give rise to a conflict of interest, the
following are considered to be conflicts of interest and are to be used as a guide to consider what other
types of activity are or may also create conflicts of interest:
1.
serving as director, officer, or consultant of any outside concern which does business with, or is a
direct competitor of the Corporation, except with the written consent of the Corporation;
2.
giving preferred treatment to a relative, friend or acquaintance in the hiring, assessment of
performance, career progression, or compensation of such person;
3.
disclosing to unauthorized persons or using for personal benefit or advantage any of the
Corporation's information, data, or records of a confidential nature which is not otherwise
generally available to the public from the Corporation or non-Corporation sources;
4.
competing with the Corporation either directly or indirectly during active employment, unless
stated otherwise in an employment contract;
5.
reserving for oneself or diverting elsewhere a business opportunity that belongs to, has been
developed by or is or would be available to the Corporation or for which the Corporation has
been or will be negotiating;
6.
soliciting for, acceptance of, or giving a commission, kick-back, gift or any other fee or payment
for the direct or indirect benefit of the employee/consultant or any other person or corporation;
and
7.
participating in any transaction involving the interests of the Corporation in which the employee
or a close relative (spouse, child, parent, brother, sister, in-law, friend, or close acquaintance) has
a personal interest, unless expressly authorized in writing by the Corporation after the relationship
has been disclosed.
Activities that could give rise to conflicts of interest are prohibited unless specifically approved in
advance by the Board of Directors of the Corporation (the "
Board
"); provided that the foregoing shall not
apply to directors of the Corporation acting as directors of other public or private companies who shall
comply with the provisions of the
Business Corporations Act
(Alberta) in respect thereof and shall advise
the Chairman of the Board in a duly constituted Board meeting of the holding of such directorships. It is
not always easy to determine whether a conflict of interest exists, so any potential conflicts of interests
must be reported immediately to senior management.
In the event that a conflict of interest or potential conflict of interest arises after a director, officer,
employee or consultant has acknowledged compliance to this Code, the conflicted party must report the
