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duties or functions, or to induce the official to use his or her position to influence any acts or decisions of
the foreign state or public international organization for which the official performs duties or functions.
Although certain types of "facilitation" payments may not be illegal, the Corporation's policy is to avoid
such payments. If any director, officer, employee, consultants, or non-employee finds that adherence to
the Corporation's policy would cause a substantial, adverse effect on operations, that fact should be
reported to the Corporation's senior management which will determine whether an exception may
lawfully be authorized. If the facilitating payment is made, such payment must be properly entered and
identified on the books of the Corporation and all appropriate disclosures made.
Violation of this section of the Act is a criminal offence and every person who contravenes this section is
guilty of an indictable offence and liable to imprisonment for a term not exceeding five years. If the
violation results in any revenues or profits payable to the Corporation, those revenues or profits are
subject to forfeiture to the Government.
Furthermore, the recently implemented
Extractive Sector Transparency Measures Act
(the
"
Transparency Act
") requires reporting of payments made by certain Canadian extractive companies
(including oil and gas companies) to foreign and domestic governments. The Transparency Act will
require the Corporation to provide our reports to Natural Resources Canada no later than 150 days after
the end of the Corporation's financial year.
XIX.
Reporting of any Illegal or Unethical behaviour
We have a strong commitment to conduct our business in a lawful and ethical manner. Employees,
consultants, and non-employees are encouraged to talk to supervisors, managers or other appropriate
personnel when in doubt about the best course of action in a particular situation and to report violations of
laws, rules, regulations or this Code. We will not tolerate any form of retaliation against any person who,
in good faith, reports a possible violation. It is unacceptable to file a report knowing it to be false. The
Corporation has established a Whistleblower Policy and Procedures to formalize the process.
XX.
Directors Role in the Code of Business Conduct and Ethics
To the extent that management is unable to make a determination as to whether a breach of this Code has
taken place, the Board will review any alleged breach of the Code to determine if a breach has occurred.
Any waiver of this Code for executive officers or directors will be made only by the Board or a
committee of the Board.
XXI.
Compliance Procedures
This Code cannot, and is not intended to, address all of the situations you may encounter. There will be
occasions where you are confronted by circumstances not covered by policy or procedure and where you
must make a judgment as to the appropriate course of action. In those circumstances we encourage you to
use your common sense, and to contact your supervisor, manager or other appropriate personnel for
guidance.
Violation of this policy may result in disciplinary actions up to and including discharge from the
Corporation.
