Company Code of Conduct

We all have an obligation to read, understand and follow this Code of Conduct.  It applies to all Buttcon employees, officers and directors, including those of our subsidiaries and joint ventures, where Buttcon has the majority interest.  Further, we expect that our suppliers, agents, business partners, consultants and licensees will follow similar principles.  Buttcon also expects its consultants, subcontractors and other third parties to be aware of and adhere to these ethical standards as described in this Code.

  1. To ensure effective teamwork and a harmonious working environment and the protection of Buttcon’s business interests, please adhere to the following guidelines:
    • Act with honesty and integrity at all times. Always comply with the law and all of Buttcon’s policies and standards. Maintain the highest ethical standards.
    • Understand your obligation to speak up if you become aware of any violations of the law, or our policies and procedures.
    • Conduct yourself in a courteous, friendly, cooperative, and professional manner at all times.
    • Contribute to the efforts of the team and offer your assistance wherever required, whether or not such assistance falls within your normal duties.
    • Identify customer needs and expectations by listening, being accessible and resolving problems quickly and politely.
    • Take direction from and work co-operatively with your supervisor/manager.
    • Maintain a level of personal conduct both during and outside working hours that reflects positively on our organization.
    • Ensure that your use of language is appropriate at all times.
  2.  You are responsible for complying with this policy during working hours and at work-related events that take place after hours.

Confidentiality

  1. In the course of your employment, you may receive confidential information about Buttcon, our customers or suppliers. Confidential information includes but is not limited to:
    • processes and procedures
    • trade secrets
    • operational information, including products and services offered
    • financial information, such as pricing and rate information
    • documents, records or other information concerning sales or marketing strategies
    • owners, customers, sub-trades, and supplier lists, records and information, including lists of present and prospective owners, customers, sub-trades, suppliers and related information
    • information relating to employees, vendors and contractors, including employment status, vendor/contractor status, personnel records, performance information, compensation information and job history, privileged information, including advice received from professional advisors such as legal counsel and financial advisors
    • information contained in manuals, training materials, plans, drawings, designs, specifications, quality-related documents, including certifications and standards, and other documents or records belonging to Buttcon, even if such information has not been labeled or identified as confidential
  2. You understand that disclosure of confidential information would be highly detrimental to Buttcon’s best interests and agree:
    • to exercise all due and diligent precautions to protect and maintain the integrity of confidential information
    • not to disclose, publish or disseminate to any unauthorized person, at any time either during your employment or after it ends, confidential information that includes but is not limited to the information set out above
    • to refrain from making copies of confidential information, except for use in connection with your duties
    • not to remove any confidential information without Buttcon’s express permission
    • not to make improper use, either directly or indirectly, of confidential information
    • to safeguard against unintentionally disclosing confidential information (e.g., by not discussing confidential information in public, and by not working with confidential information on a laptop in public or transmitting such information by unsecured means)
    • to only release confidential information to those authorized to receive it, and then only on a need- to-know basis
  3. When your employment ends, you must immediately return all materials or property belonging to us.  You agree not to retain, reproduce or use any confidential or proprietary information or property belonging to Buttcon or an associated company.

Outside Employment, Business and Volunteer Activities

  1. You may not engage in outside employment, directorships, business or volunteer activities that:
    • cause an actual or apparent conflict of interest
    • are performed in such a way as to appear to be an official act of, or to represent Buttcon, without Buttcon’s express permission
    • unduly interfere with your ability to exercise independent judgment or perform the duties of your job

Public Appearances

  1. You may not make any public appearances or publish any documents in which you appear to be representing Buttcon without prior approval from your manager.
  2. You may not use Buttcon’s letterhead for personal correspondence.

Conflict of Interest

A “conflict of interest” arises when you have a personal relationship or a financial or other interest that could interfere with your obligation to act solely in the best interests of Buttcon Limited or when you use your position with Buttcon Limited for personal gain. We must be alert to any situations that may create a conflict of interest, whether actual or potential. Some common examples include:

  • A “closely connected person” such as a member of your household, immediate family, close personal friend or partner is a supplier, customer, or competitor of Buttcon Limited or an employee of such a company.
  • You or a closely connected person has a significant financial or other interest in a company or person that competes with, does business with or is seeking to do business with Buttcon Limited. (Please note however that it is not an issue where the financial interest you have is in the form of securities that are listed on a regular stock exchange or are traded on an over-the-counter basis and constitute less than 1% of the total securities of the particular class).
  • You have a direct or indirect reporting relationship with a closely connected person or have the ability to influence employment decisions for this person such as salary, promotion or performance evaluation.
  • You have a romantic relationship with a Buttcon Limited supplier, customer or contractor (or employee of such a company) when you also have direct or indirect decision-making authority or influence with respect to the Buttcon Limited business relationship.
  • You take personal advantage of any business or investment opportunity presented to Buttcon Limited . This includes situations where you directly or indirectly own an interest or are further developing an interest in property, leaseholds, patents or other rights in which Buttcon Limited has, or could have, an interest.
  • You have outside employment or other activities with a company or individual that competes with Buttcon Limited, or does business with Buttcon Limited, or that affects your ability to do your work for Buttcon Limited.
  • You serve as a director or officer of another company, or as an elected official. This does not include positions in trade associations that you accept at the request of Buttcon Limited or positions with non- profit, charitable or religious organizations that don’t interfere with your work.
  1. If you find yourself in any of these kinds of situations or are aware of others having such potential conflict of interest you must immediately report it to your supervisor/manager.
  2. New employees must also disclose any such issues when joining Buttcon Limited.  This way, the situation can be properly reviewed and assessed and an appropriate solution determined.  You are expected to take any corrective actions requested of you.
  3. You may not use company business contacts for personal gain.

Internal Disclosure (Whistleblower)

Buttcon is committed to the highest standards of ethics and integrity.  We demonstrate this commitment by achieving full compliance with all governing laws and regulations and by maintaining accountability for our management practices.

The purpose of this policy is to demonstrate our commitment to integrity and to provide a safe means for employees and others to raise concerns about potential or suspected wrongdoing. This policy applies to all employees, officers and directors of Buttcon.

  1. You must advise your supervisor/manager, anonymously in the Suggestion boxes provided in the 4th and 5th floor kitchens or by email to the Vice President Human Resources/Legal at dmojica@buttcon.com or by mail whenever you are aware of any wrongdoing that you believe may create a problem, violate or lead to a violation of the company’s policies/procedures or the law.
  2. For the purposes of this policy, wrongdoing means:
    • a violation or suspected violation of any federal or provincial Act or regulation
    • improper or fraudulent financial reporting or accounting practices
    • unethical business conduct in contravention of Buttcon’s code of conduct policy
    • conduct or practices that present a danger to the health, safety or well-being of Buttcon’s employees, officers and directors or third parties, where applicable
  3. You must act in good faith when reporting any suspected wrongdoing and to refrain from making vexatious or unsubstantiated allegations with the intent to harm the reputation of any individual or Buttcon as a whole.
  4. Supervisors/managers are expected to:
    • provide education and advice about this policy to employees
    • be open and accessible to employees who express concerns about suspected wrongdoing
    • act in good faith when employees raise concerns about suspected wrongdoing
    • co-operate in enforcing this policy and in conducting any related investigations
    • protect employees who report suspected wrongdoing from reprisals

Reporting

All disclosure reports will be further evaluated, investigated, appropriately documented and assessed by management, and after that the appropriate course of action will be determined.

Buttcon expects management at all levels to handle all matters concerning any wrongdoings, impartially, confidentially and promptly. Management is obliged to cooperate fully with and assist whoever is appointed to investigate the suspected wrongdoing.

Investigation

The purpose of an investigation is first and foremost to gather facts that are relevant to a suspected wrongdoing, so that management can make a credible determination based on the information available. Investigations should be structured in such a way as to minimize disruption to the business without compromising the quality of the investigation.

Management has the discretionary authority not to pursue a report further. This can for instance be the case when:

  • there is insufficient information for an adequate investigation and if there is no possibility of obtaining further information;
  • it is concluded that the disclosure was made in bad faith.
  • taking corrective actions, which may take the form of disciplinary actions (e.g. written warning, suspension, reduction in pay or demotion) and any such disciplinary action shall properly reflect the severity of the violation;
  • developing additional measures, such as training, revising or adding new internal controls, creation of additional policies or other measures that aim to promote a culture of integrity and compliance.

Timeframe

Within eight weeks from the date the employee submitted his/her report, the reporting employee shall be notified on management’s position with regard to the suspected wrongdoing, unless (i) the report was made anonymously; or (ii) such notification would be in breach of any applicable law or regulation or interfere or otherwise prejudice the investigation.

If no position can be given within eight weeks, the employee shall be notified thereof by management and be given an indication as to when he/she will be informed of management’s position.

Freedom from Retaliation

  1. The intention of this policy is to encourage you to raise legitimate concerns about suspected wrongdoing in a safe and secure manner.
  2. If you file a report in good faith, you will not be subjected to any form of penalty or reprisal. However, if you file an internal disclosure report maliciously or in bad faith, with the intent to harm an individual or Buttcon as a whole, you may be subject to discipline, up to and including termination.