Corporate Governance Compliance
Page Last Updated on 23 July 2020.
The Board of Directors (the “Board”) recognizes that good corporate governance is of fundamental importance to the success of AEX Gold Inc. (“AEX” or the “Corporation”). The Board is committed to sound corporate governance practices, both in the interests of its shareholders and to contribute to effective and efficient decision-making.
As a result of the Corporation’s listing on the TSX-V and being a reporting issuer in the Canadian province of Ontario, it is subject, among other laws and regulations, to instruments published by relevant Canadian securities regulators. One such instrument, NI 58-101 Disclosure of Corporate Governance Practices, prescribes certain disclosure by the Company of its corporate governance practices and NP 58-201 Corporate Governance Guidelines provides non-prescriptive guidelines on corporate governance practices for reporting issuers. The Corporation has established corporate governance practices and procedures that comply with Canadian corporate governance standards appropriate for publicly listed companies.
AEX aims to uphold the highest standards of governance, responsibility, social and ethical behaviour. AEX has implemented a Code of Business Conduct and Ethics and Integrity Program that apply to all employees and contractors and which provide a framework for conducting business, dealing with other employees, clients and suppliers, and reflects the Corporation’s commitment to a culture of honesty, integrity and accountability.
The Corporation additionally complies with the recommendations set out in the corporate governance guidelines for smaller quoted companies published by the Quoted Companies Alliance (the “QCA Code”), with limited exceptions as detailed in the QCA Code Disclosures below. The Corporation believes that the QCA Code provides an appropriate framework to sustain a strong level of governance, given its size and admission to AIM.
The QCA Code has ten principles of corporate governance that the Corporation has committed to apply to its business. These principles are:
- Establish a strategy and business model which aims to promote long-term value for shareholders;
- Seek to understand and meet shareholder needs and expectations;
- Consider wider stakeholder and social responsibilities and their implications for long term success;
- Embed effective risk management, considering both opportunities and threats, throughout the organisation;
- Maintain the board as a well-functioning balanced team led by the Chair;
- Ensure that between them the directors have the necessary up to date experience, skills and capabilities;
- Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;
- Promote a corporate culture that is based on ethical values and behaviors;
- Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board;
- Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
The Board is responsible for the supervision of the management and must act in the best interests of the Corporation and its shareholders. The Board acts in accordance with the laws of Canada and the UK, the Articles and By-laws of the Corporation, and the specific terms of reference as laid out for each committee and the Board as a whole, including the mandate of the Board.
The Board has responsibility for adopting a strategic planning process and reviewing and approving the strategic plan developed and proposed by management and monitoring performance against the plan. The Board is responsible for developing and adopting policies and procedures to identify the principal business risks of the Company and ensure that appropriate systems are implemented to manage these risks. The Board is also responsible for developing and adopting policies and procedures to ensure the integrity of the internal controls and management information systems of the Company.
Matters that require Board approval include, among other things: (i) the approval of the quarterly and annual financial statements and management discussion and analysis; (ii) the issuance of securities; (iii) significant acquisitions; (iv) annual capital and operating plans and budgets; and (v) following the recommendation of the Compensation Committee, the compensation of members of the senior management team.
The Board facilitates its exercise of independent supervision over the Company’s management through frequent meetings of the Board. The Board shall review its procedures on an ongoing basis to ensure it is functioning independently of management. As circumstances require, the Board will meet without management present, and convene meetings, as deemed necessary, of the independent directors, at which meetings, non-independent directors and members of management will not be in attendance. When conflicts arise, interested parties are precluded from voting on matters in which they may have an interest.
The Board is currently comprised of two executive officers and four non-executive directors. Of the non-executive Directors, the Board considers that Georgia Quenby and Sigurbjorn Thorkelsson are “independent” in accordance with Canadian corporate governance standards, but Graham Stewart is not (as a result of being the chairman of the Company) and Robert Ménard is not (on the basis that he is the father of Martin Ménard). The Board considers that Graham Stewart, Georgia Quenby and Sigurbjorn Thorkelsson are “independent” from a UK corporate governance perspective, notwithstanding the interests in Common Shares held by Graham Stewart and Sigurbjorn Thorkelsson (through Fossar Ltd and Fossar ehf), but Robert Ménard is not (on the basis that he is the father of Martin Ménard).Board and Management
The Board currently has five committees, the Audit and Risk Management Committee, the Compensation Committee, the Corporate Governance and Nomination Committee, the Disclosure Committee, and the Safety and Environmental Committee, with formally delegated duties and responsibilities.
The Corporation has adopted a charter for the Audit and Risk Management Committee. The primary function of the Audit and Risk Management Committee is to assist the Board in fulfilling its financial reporting and controls responsibilities to the shareholders.
The Audit and Risk Management Committee is responsible for monitoring the integrity of the financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of internal control and risk management systems, monitoring the effectiveness of the internal audit function and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings).
The Audit and Risk Management Committee is comprised of Graham Stewart, Georgia Quenby and Sigurbjorn Thorkelsson and is chaired by Sigurbjorn Thorkelsson. All members are considered “financially literate” within the meaning of NI 52-110 and at least two of its members are considered “independent” within the meaning of NI 52-110 and the corporate governance guidelines for smaller quoted companies published by the Quoted Companies Alliance. For the purposes of this charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company’s financial statements. All members of the Audit and Risk Management Committee have experience reviewing financial statements and dealing with related accounting and auditing issues.
The Audit and Risk Committee meet at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. The Audit and Risk Management Committee will also meet regularly with the Corporation’s external auditors.Audit and Risk Management Committee Terms of Reference
The primary function of the Compensation Committee is to determine executive remuneration packages and to ensure that the remuneration policy and practices of the Corporation reward fairly and responsibly, with a clear link to corporate and individual performance. The Compensation Committee may make recommendations as required regarding the compensation of non-executive Directors but this is ultimately a matter for the chairman and the executive members of the Board. No Director will be involved in any decision as to his or her own compensation.
In determining the compensation to be paid or awarded to the executives, the Compensation Committee seek to encourage the advancement of the Corporation’s exploration projects and the growth of its resource base, with a view to enhancing shareholder value. To achieve these objectives, the Corporation believes it is critical to maintain a compensation program that attracts and retains committed, highly-qualified personnel by providing appropriate rewards and incentives that align the interest of the executives with those of its shareholders. The Compensation Committee is comprised of Graham Stewart, Georgia Quenby and Sigurbjorn Thorkelsson and is chaired by Georgia Quenby. Each of its members are considered “independent” within the meaning of NI 52-110 and the corporate governance guidelines for smaller quoted companies published by the Quoted Companies Alliance. The Compensation Committee meets at least twice a year.Compensation Committee Terms of Reference
The Corporate Governance and Nomination Committee is responsible for reviewing the structure, size and composition of the Board and identifying and nominating, for the approval of Board, candidates to fill vacancies on the Board as and when they arise.
The Corporate Governance and Nomination Committee is comprised of Graham Stewart, Georgia Quenby and Sigurbjorn Thorkelsson and is chaired by Georgia Quenby. The Nomination Committee meets at least once a year and otherwise as required.Corporate Governance and Nomination Committee Terms of Reference
The purpose of the Disclosure Committee is to assist the Board in fulfilling its responsibilities in respect of (i) the requirement to make timely and accurate disclosure of all information that is required to be disclosed to meet the legal and regulatory obligations and requirements arising under applicable Canadian securities laws, MAR, the AIM Rules for Companies and the Disclosure Guidance and Transparency Rules sourcebook published by the FCA from time to time, and (ii) the requirement for the Company to take reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to comply with its obligations in this regard. The Disclosure Committee, appointed by the Board, is comprised of George Fowlie and Eldur Ólafsson and is chaired by George Fowlie. The Committee meets as necessary or appropriate. The Committee meets at least annually to review the operation, adequacy and effectiveness of the disclosure procedures.Disclosure Committee Terms of Reference
The role of the Safety and Environmental Committee is to provide oversight and guidance to the Corporation in achieving best practices in safety, security and compliance oversight as regards its operations and monitoring the impact these will have on the environment.
The Safety and Environmental Committee is comprised of Robert Ménard and Eldur Ólafsson and is chaired by Robert Ménard. The Safety and Environmental Committee will meet as required. The Safety and Environmental Committee will report to the Board regarding the Group’s health and safety record. The Board will have ultimate responsibility for health and safety matters.Safety and Environmental Committee Terms of Reference
Code of Business Conduct and Ethics
To all directors, officers, employees, consultants and agents (collectively, “AEX Personnel”)
It is the policy of the Corporation that all of our activities should be conducted with the highest standards of fairness, honesty and integrity and in compliance with all legal and regulatory requirements. In varying degrees, as AEX Personnel, you represent the Corporation in your dealings with others, whether they be other AEX Personnel, suppliers, competitors, governments or the general public.
The Corporation expects each of you as directors, officers (including the President and Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), employees, consultants and agents of the Corporation to conduct your dealings on behalf of the Corporation in accordance with this Code. So that there can be no doubt as to what is expected of each of you in this regard, the board of directors of the Corporation has endorsed this Code of Business Conduct and Ethics (the “Code”) which is to be followed by all AEX Personnel.
We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate, including the UK Bribery Act 2010, the Canadian Criminal Code and the Canadian Corruption of Foreign Public Officials Act, in respect of our conduct both at home and abroad.
The following list summarizes your obligations under the Code. Each of these items is described in greater detail below.
- Protect the Corporation’s assets, and use them properly and with care for the benefit of the Corporation, and not for personal use.
- Protect the confidentiality of the Corporation’s “undisclosed information”.
- Do not trade in the Corporation’s securities or any other entity’s securities if you possess “undisclosed material information” or any other Privileged Information (as defined in the Insider Trading and Share Dealing Policy).
- Use email, the internet, telephone and other forms of communication provided by the Corporation appropriately, which means primarily for business-related purposes.
- Do not speak on behalf of the Corporation unless authorized to do so.
- Avoid situations in which your personal interests conflict or might conflict or might appear to conflict with the interests of the Corporation.
- Do not offer excessive or inappropriate gifts or other benefits to persons, including public officials and political parties, that might influence or be perceived as influencing a business decision.
- Do not accept excessive or inappropriate gifts or other benefits from persons doing or seeking to do business with the Corporation.
- On or before joining the board of another entity, consider whether you have a conflict of interest and advise and obtain the consent of the Chair of the Board or the CEO.
- Do not take personal opportunities discovered through the use of property or information of the Corporation or through your role with the Corporation.
- Maintain complete and accurate books and records of the Corporation.
- Provide accurate, fair and timely public disclosure.
- Be committed to the prevention of workplace discrimination and harassment.
- Be committed to ensuring the health and safety of fellow AEX Personnel.
- Know and comply with all laws, rules and regulations applicable to your position.
- Compete and deal fairly with the Corporation’s suppliers, competitors, consultants and employees.
The Code prescribes the minimum moral and ethical standards of conduct required of all AEX Personnel. Any illegal or unethical action, or the appearance of misconduct or impropriety by anyone acting on the Corporation’s behalf is unacceptable and, as a result, the Code must also be followed by the Corporation’s agents and representatives, including contractors.
An explanation of each of the rules is set forth below. You should also refer to the Corporation’s other policies, including its Insider Trading and Share Dealing Policy, which supplement and are in addition to this Code. AEX Personnel, other than directors and officers, who have questions regarding the application of any rule or about the best course of action in a particular situation, should seek guidance from the CEO. Officers and directors should seek guidance from the Chair of the Corporation’s Corporate Governance and Nomination Committee (the “CG Committee”) who shall consult with, as appropriate, outside legal counsel and any other expert advisors (including, where relevant, the Corporation’s nominated adviser) as deemed necessary. Violations of the Code can have severe consequences and will result in appropriate disciplinary action being taken, up to and including termination of employment or provision of services where warranted by the circumstances and could also result in civil or even criminal penalties. Where appropriate, the Corporation may refer a matter to the appropriate authorities.
1. Protect the Corporation’s assets, and use them properly and with care for the benefit of the Corporation, and not for personal use.
We all have a responsibility to protect and safeguard the Corporation’s assets from loss, theft, misuse and waste. All assets of the Corporation should be used for legitimate business purposes only. Corporation equipment should not be used for non-Corporation business, though incidental personal use may be permitted. The Corporation’s property should never be used for personal gain, and you should not allow the Corporation’s property to be used for illegal activities. The Corporation’s property should not be taken out of the facilities unless necessary and authorized in connection with work for the Corporation.
The Corporation’s assets include all proprietary information, including intellectual property such as trade secrets, trademarks, and copyrights, as well as business, marketing and service plans, designs, databases, records, salary information, client records and information, rents, acquisition and divestiture opportunities, supplier information, any unpublished financial data and reports, as well as any information that suppliers and clients have entrusted to us.
Misappropriation of Corporation assets and the taking of Corporation property without permission are both breaches of your duty to the Corporation and may be an act of fraud against the Corporation, which could result in dismissal as well as civil or even criminal penalties. In addition, carelessness or waste of the Corporation’s assets may also be a breach of your duty to the Corporation and could result in dismissal. All proprietary information is to be delivered to the Corporation promptly after employment or appointment ceases, or at any time that the Corporation requests. Any suspected incident of fraud or theft should be immediately reported for investigation.
2. Confidential Information
Protect the confidentiality of the Corporation’s “undisclosed information”.
“Undisclosed information” is information that is not generally available to the investing public, either through a news release, disclosure to securityholders or widely reported media coverage. The circulation of rumours, or “talk on the street”, even if accurate, is not considered general disclosure to the public. The most common example of material “undisclosed information” is information about earnings or financial performance that has not yet been publicly disclosed. Information is considered to be generally disclosed if it has been disclosed in an annual report, annual information form, management information circular, news release or interim reports.
The Corporation’s undisclosed information must not be disclosed to anyone within or outside of the Corporation unless:
- the recipient is an officer, employee or director who needs this information to carry out his or her assigned responsibilities as an officer, employee or director of the Corporation,
- the recipient is other AEX Personnel or an outsider who has been properly authorized by an officer of the Corporation to receive such information, or
- disclosure is authorized by the Corporation or is required by law or other regulations.
We also respect confidentiality of information regarding other businesses. If you learn of confidential information about another business in the course of your position, you should protect it the same way that you would protect confidential information about the Corporation. Data protection and privacy laws that affect the collection, use and transfer of personal information are rapidly changing areas of law, and you should consult with the CEO if you have any questions regarding appropriate uses of personal information.
Disclosure of confidential information can be harmful to the Corporation and could be the basis for legal action against the Corporation and/or the AEX Personnel responsible for the disclosure. The obligation to keep certain information confidential applies both during appointment or employment with the Corporation, and after termination of appointment, or employment, including on retirement.
You should also refer to the Corporation’s Insider Trading and Share Dealing Policy.
3. Securities Laws and Insider Trading
Do not trade in the Corporation’s securities or any other entity’s securities if you possess “undisclosed material information” or “inside information”.
If you have inside information or material information about the Corporation or about a company with which the Corporation does business that is not known to the investing public, you should not buy or sell securities of the Corporation or of that company, as applicable, until after the information has become public.
Information about an entity is “material”:
- if publicly known, results in or would reasonably be expected to result in a significant change in the market price or value of any securities of that entity; or
- if there is a substantial likelihood that a reasonable shareholder or investor would consider it important in making a decision to buy, sell or hold securities of that entity.
Inside information is information of a precise nature which is not generally available, which relates, directly or indirectly, to the Corporation or its shares and would, if generally available, be likely to have a significant effect on the price of the Corporation’s shares or on the price of related investments.
You are also prohibited from disclosing “undisclosed material information” or “inside information” about the Corporation to other people, such as relatives or friends, who may trade on the basis of the information. Securities laws also prohibit trades made on the basis of these “tips”. In addition, you may not, at any time, sell securities of the Corporation short or buy or sell call or put options in respect of securities of the Corporation.
This Code contains just a brief summary of your obligations in this regard – you should carefully review the full text of the Corporation’s Insider Trading and Share Dealing Policy.
4. Policy Regarding E-Mail, the Internet, Telephones and other Forms of Communication
Use email, the internet, telephone and other forms of communication provided by the Corporation appropriately, which means primarily for business-related purposes.
We provide our employees and certain other AEX Personnel with access to e-mail, the internet, telephones and other forms of communication for business purposes, and while we understand the need for limited and occasional use of these tools for personal purposes, this use should not be excessive or cause detriment to the Corporation. Internet use must be conducted in a professional manner. For example, accessing internet sites containing obscene or offensive material, or sending e-mails that are derogatory or harassing to another person or group of people or chain emails, is prohibited. In addition, all AEX Personnel with network access must be vigilant to ensure that the network security is maintained.
5. Media, Public and Governmental Inquiries
Do not speak on behalf of the Corporation unless you are authorized to do so.
Only the individuals nominated from time to time by the Disclosure Committee are permitted to release information to the public. When members of the media, financial analysts or government authorities contact the Corporation to request information, the response can have far-reaching implications, including effects on the price of the Corporation’s securities and its ability to compete. When we provide information on the Corporation’s operational strategies or financial results, we must ensure both that the information is accurate and (subject to the below) that it is an appropriate time to “go public” with that information.
In addition, we must comply with the requirements of securities regulators and stock exchanges about how and when we disclose information, and understand that there are strict consequences for doing so improperly.
If you receive a request for information from outside the Corporation, you must forward it to the CEO and the CFO.
6. Conflicts of Interest
Avoid situations in which your personal interests conflict, might conflict or might appear to conflict with the interests of the Corporation.
As AEX Personnel, we expect that you will act honestly, ethically, in good faith and in the best interests of the Corporation and its securityholders by avoiding conflicts of interest in your personal and professional relationships. The Corporation respects the right of AEX Personnel to manage their personal affairs and investments and does not wish to intrude upon their personal lives. At the same time, AEX Personnel when acting in their capacities as AEX Personnel of the Corporation must act in the best interests of the Corporation and its securityholders.
A conflict situation can arise when AEX Personnel take actions or have interests that may make it difficult to perform their Corporation work objectively and effectively. A conflict situation also arises when a director, officer, employee, consultant or agent receives improper personal benefits as a result of the person acting on behalf of, or the person’s position with, the Corporation.
Avoiding conflicts of interest includes disclosure of any material transaction or relationship that reasonably could be expected to give rise to such a conflict. Examples of material transactions or relationships include:
- any ownership interest in any privately held supplier, customer or competitor, or a significant ownership interest in a supplier, customer or competitor that is a publicly traded firm;
- any ownership interest in special purpose entities or other investment vehicles that may be established by the Corporation;
- any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Corporation;
- any consulting or employment relationship with any supplier, customer or competitor, or any service on a board or committee of such an entity;
- the receipt of any money, non-nominal gifts or excessive entertainment from any entity with which the Corporation has current or prospective business dealings;
- selling anything to or buying anything from the Corporation, except on arms’ length terms, being at least terms and conditions comparable to those upon which other AEX Personnel are permitted to purchase or sell; and
- being in the position of supervising, reviewing, or having any influence on the job evaluation, pay or benefit of any family (or similar) member.
All AEX Personnel other than directors and officers must disclose without delay any personal interest or interest of a member of his or her family (or similar) in transactions or proposed transactions of the Corporation and any other conflict of interest, including the underlying facts, arising in connection with their activities for the Corporation to the CEO. Directors and officers shall make such disclosure directly to the Chair of the CG Committee.
Directors and officers should also make reference to the Corporation’s constating documents for additional information on conflicts of interest and how they should be dealt with. The CG Committee will review all proposed situations involving a potential conflict of interest that are not specifically required by the Corporation’s constating documents to be dealt with by another Committee of the Corporation or by the Board.
7. Bribery and Corruption
It is the Corporation’s policy to conduct all of our business in an honest and ethical manner. The Corporation takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships wherever it operates and implementing and enforcing effective systems to counter bribery and corruption.
The Corporation will uphold all applicable laws relevant to countering bribery and corruption in all the jurisdictions in which the Corporation operates.
It is a criminal offence to offer, promise, give, request, or accept a bribe. Individuals found guilty can be punished by imprisonment and/or a fine. As an employer if we fail to prevent bribery we can face fines, exclusion from tendering for public contracts, and damage to our reputation. The Company therefore takes its legal responsibilities very seriously
“Bribery” is offering, promising, giving or accepting any financial or other advantage, to induce the recipient or any other person to act improperly in the performance of their functions, or to reward them for acting improperly, or where the recipient would act improperly by accepting the advantage.
An “advantage” includes money, gifts, loans, fees, hospitality, services, discounts, the award of a contract or anything else of value.
A person acts “improperly” where they act illegally, unethically, or contrary to an expectation of good faith or impartiality, or where they abuse a position of trust. The improper acts may be in relation to any business or professional activities, public functions, acts in the course of employment, or other activities by or on behalf of any organization of any kind.
“Corruption” is the abuse of entrusted power or position for private gain.
We do not make, and will not accept, Facilitation Payments or Kickbacks of any kind.
“Facilitation payments”, also known as “back-handers” or “grease payments”, are typically small, unofficial payments made to secure or expedite a routine or necessary action (for example by a government official).
“Kickbacks” are typically payments made in return for a business favour or advantage.
You must avoid any activity that might lead to a Facilitation Payment or Kickback being made or accepted by us or on our behalf, or that might suggest that such a payment will be made or accepted. If you are asked to make a payment on our behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with your manager.
8. Gifts to Persons
Do not offer excessive or inappropriate gifts or other benefits to persons, including public officials and political parties that might influence or be perceived as influencing a business decision.
Some business situations call for giving gifts. AEX Personnel whose duties permit them to do so may offer modest gifts, entertainment or other benefits. The benefits must be given in accordance with generally accepted ethical business practices.
The giving of gifts is allowed if the following requirements are met:
- it is not made with the intention of influencing a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits;
- it is given in our name, not in your name;
- it does not include cash or a cash equivalent (such as gift certificates or vouchers);
- it is appropriate in the circumstances, taking account of the reason for the gift, its timing and value. For example, in the UK it is customary for small gifts to be given at Christmas;
- it is given openly, not secretly; and
- it complies with any applicable local law.
AEX Personnel may never pay bribes or give gifts of cash or cash equivalents. AEX Personnel may not provide any gift if it is prohibited by law or the policy of the recipient’s organization.
We do not make any contributions to political parties. We only make charitable donations that are legal and ethical under local laws and practices.
AEX Personnel other than directors and officers who have questions regarding the application of this rule or about the best course of action in a particular situation, should seek guidance from the CEO. Directors and officers should seek guidance from the Chair of the CG Committee.
9. Gifts from Persons
Do not accept excessive or inappropriate gifts or other benefits from persons doing or seeking to do business with the Corporation.
As AEX Personnel, you cannot solicit, encourage or receive bribes, kickbacks or any other payment, contribution, gift or favour that could influence your or another’s decision.
It is not acceptable for you (or someone on your behalf) to:
- give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;
- give or accept a gift or hospitality during any commercial negotiations or tender process, if this could be perceived as intended or likely to influence the outcome;
- accept a payment, gift or hospitality from a third party that you know or suspect is offered with the expectation that it will provide a business advantage for them or anyone else in return;
- accept hospitality from a third party that is unduly lavish or extravagant under the circumstances;
- offer or accept a gift to or from government officials or representatives, or politicians or political parties;
- threaten or retaliate against another individual who has refused to commit a bribery offence or who has raised concerns under this policy; or
- engage in any other activity that might lead to a breach of this policy.
It is acceptable to accept modest gifts, entertainment or other benefits from persons doing or seeking to do business with the Corporation, provided the benefits are given in accordance with generally accepted ethical business practices. For example, a pair of tickets to a hockey game may be accepted from a supplier, while entertainment that is lavish or frequent may appear to influence one’s independent judgment on behalf of the Corporation.
AEX Personnel other than directors and officers who have questions regarding the application of these rules or about the best course of action in a particular situation, should seek guidance from the CEO. Directors and officers should seek guidance from the Chair of the CG Committee.
Reimbursing a third party’s expenses, or accepting an offer to reimburse the Corporation’s expenses (for example, the costs of attending a business meeting) would not usually amount to bribery. However, a payment in excess of genuine and reasonable business expenses (such as the cost of an extended hotel stay) is not acceptable.
It is appreciated that practice varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift, hospitality or payment is reasonable and justifiable. The intention behind it should always be considered.
11. Record Keeping
The Corporation will keep financial records and have appropriate internal controls in place to evidence the business reason for making payments to third parties.
AEX Personnel must declare and keep a written record of all hospitality or gifts given or received, which will be subject to managerial review. AEX Personnel must submit all expenses claims relating to hospitality, gifts or payments to third parties in accordance with our expenses policy and record the reason for expenditure.
12. Board and Committee Members for other Entities
On or before joining the board of another entity, consider whether you have a conflict of interest and advise the Chair of the Board or the CEO.
Serving as a trustee, director or a similar position for a government agency or an outside entity, even one in which the Corporation has an interest, may create a conflict of interest. Being a trustee or director or serving on a standing committee of some organizations, including government or non-governmental agencies, charities and non-profit organizations, may also create a conflict. On or before accepting an appointment to the board or a committee of any entity, you should consider whether it creates a conflict of interest with reference to the factors considered above under the heading “Conflicts of Interest”, including whether the appointment would detract from your ability to devote appropriate time and attention to your responsibilities with the Corporation. AEX Personnel other than directors and officers must advise the CEO before accepting an appointment. Directors and officers must advise the Chair of the Board before accepting an appointment.
13. Corporate Opportunities
Do not take personal opportunities that are discovered through the use of property or information of the Corporation or through your role with the Corporation.
As AEX Personnel, you are prohibited from taking for yourself business opportunities that are discovered or developed through the use of corporate property, information or position. No AEX Personnel may use corporate property, information, or position for improper personal gain. You owe a duty to the Corporation to advance its legitimate interests when the opportunity arises.
Sometimes the line between personal and Corporation benefits is difficult to draw and both personal and Corporation benefits may be derived from certain activities. Given these ambiguities, AEX Personnel other than directors and officers should ensure that a request to use any Corporation property or information that is not solely for the benefit of the Corporation be submitted in advance to the CEO for review. Officers and directors shall seek prior approval of the CG Committee.
14. Accuracy of Books and Records
Maintain complete and accurate books and records of the Corporation.
Our information and records are valuable corporate assets and must be managed with care. Additionally, we must comply with legal and regulatory requirements that relate to document and record retention and disposition.
All of the Corporation’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Corporation’s transactions and must conform both to applicable legal and accounting requirements and to the Corporation’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained under any circumstances. Business records and communications often become public, and AEX Personnel should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports.
All business transactions must be properly authorized. All transactions must be supported by accurate documentation in reasonable detail and recorded properly. The recorded value for assets must be compared to the existing assets at reasonable intervals and appropriate action taken with respect to any differences.
No information may be concealed from the auditors, the Audit & Risk Committee or the Board.
In addition, it is unlawful to fraudulently influence, coerce, manipulate or mislead any independent public or certified accountant who is auditing the Corporation’s financial statements.
15. Accounting, Auditing or Disclosure Concerns
Provide accurate, fair and timely public disclosure.
We are required to provide full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the Ontario Securities Commission, other Canadian securities regulators, the UK Financial Conduct Authority, the Toronto Stock Exchange and the London Stock Exchange, as well as in other public communications made by the Corporation. All AEX Personnel who are responsible for the preparation of the Corporation’s public disclosures, or who provide information as part of the process, have a responsibility to ensure that disclosures and information are made honestly, accurately and in compliance with the Corporation’s disclosure controls and procedures.
We all have a responsibility to submit good faith questions and concerns regarding accounting, auditing or disclosure matters. Complaints and concerns related to such matters include, among others, actions involving:
- fraud or deliberate errors in the preparation, maintenance, evaluation, review or audit of any financial statement or financial record;
- deficiencies in, or noncompliance with, internal accounting controls;
- misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports; or
- deviations from full and fair reporting of the Corporation’s financial condition.
For more information you should refer to the Corporation’s Whistleblowing Policy.
1. Discrimination and Harassment Free Environment
Be committed to the prevention of workplace discrimination and harassment.
The Corporation has zero tolerance for workplace discrimination and harassment. All AEX Personnel must ensure that the Corporation is a safe and respectful environment, free of discrimination and harassment where high value is placed on equity, fairness and dignity. Harassment on the basis of race, gender, sexual orientation, color, national or ethnic origin, religion, marital status, family status, citizenship status, veteran status, age or disability is prohibited. Harassment generally means offensive verbal or physical conduct that singles out a person to the detriment or objection of that person. Harassment covers a wide range of conduct, from direct requests of a sexual nature to insults, offensive jokes or slurs, which results in an inhospitable work environment. Harassment may occur in a variety of ways and may, in some circumstances, be unintentional. Regardless of intent, such conduct is not acceptable and may also constitute a violation of human rights legislation.
No one may harass another employee, agent, customer, vendor, supplier, visitor or any other person on the Corporation’s premises or while doing its business regardless of location. In the event that you believe that there has been an incident of workplace discrimination or harassment you should advise the CEO or the Chair of the Corporation’s Audit & Risk Committee who will investigate the claim and take appropriate action.
2. Safe Working Conditions
Be committed to ensuring the health and safety of fellow AEX Personnel.
We all have the right to work in an environment that is safe and healthy. In this regard, we must:
- comply strictly with the letter and spirit of applicable occupational, health and safety laws and the public policies they represent;
- follow work instructions or procedures on health and safety laws;
- not engage in illegal or dangerous behaviours; and
- not possess or use weapons or firearms or any type of combustible materials in the Corporation’s facilities or at Corporation-sponsored functions unless you are authorized by the Corporation or the law to do so.
The Corporation has established a Health and Safety Committee in order to ensure such rights are upheld.
The Corporation has zero tolerance for acts of violence, threats of violence and acts of intimidation or hostility towards another person or group of persons. Promptly report to your supervisor any accident, injury or unsafe equipment, practices or conditions, violent behaviour or weapons possession.
In the event that you believe that there has been an incident of unsafe working conditions you should advise the CEO or the Chair of the Health and Safety Committee or the Chair of the Corporation’s Audit & Risk Committee who will investigate the claim and take appropriate action.
1. Compliance with Laws, Rules and Regulations
Know and comply with all laws, rules and regulations applicable to your position.
Many of the Corporation’s activities are subject to complex and changing laws, rules and regulations. Obeying the law, both in letter and in spirit, is one of the foundations on which the Corporation’s ethical policies are built. Ignorance of the law is not, in general, a defence to an action for contravention. We expect AEX Personnel to make every reasonable effort to become familiar with laws, rules and regulations affecting their activities and to exert due diligence in complying with these laws, rules and regulations and to ensure that those individuals reporting to them are also aware of these laws, rules and regulations. Our objective is to restrict willful or negligent violations of these laws, rules and regulations.
We will make information concerning applicable laws, rules and regulations available to AEX Personnel. If you have any doubts as to the applicability of any law, you should refer the matter to the CEO. Directors and officers should seek guidance from legal counsel to the Corporation.
If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with this Code. Compliance with the law does not comprise our entire ethical responsibility; rather, it is a minimum, absolutely essential condition for performance of our duties. Perceived pressure from managers/supervisors or demands due to business conditions are not excuses for violating the law. Any questions or concerns about the legality of an action or a conflict between the law and the Code should be addressed to the CEO who will consult legal counsel to the Corporation.
The Corporation’s policy is to meet or exceed all applicable governmental requirements regarding its activities. As AEX Personnel, you must be aware of the applicable governmental requirements and report any violations thereof in accordance with the Corporation’s Integrity Program. Similarly, no AEX Personnel may enter into any arrangement contrary to applicable requirements or laws.
Compete and deal fairly with the Corporation’s suppliers, competitors, consultants and employees.
We seek to outperform our competitors fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies, is prohibited. AEX Personnel should endeavour to respect the rights of and deal fairly with the Corporation’s suppliers, competitors, consultants and employees. AEX Personnel should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
1. Reporting of any Illegal or Unethical Behaviour
The Corporation proactively promotes ethical behaviour and encourages each AEX Personnel to talk to the CEO or the Chair of the CG Committee when in doubt about the best course of action in a particular situation.
You must alert the Chair of the Corporation’s Audit & Risk Committee, whenever an illegal, dishonest or unethical act of another director, officer, employee, consultant or agent is discovered or suspected. You must report violations of laws, rules, regulations or the Code to the Chair of the Corporation’s Audit & Risk Committee. Inappropriate delay in reporting a suspected or discovered violation is itself a violation of this Code.
In order to facilitate the reporting of complaints, the Corporation’s Audit & Risk Committee has established an Integrity Program with procedures for the receipt, retention and treatment of complaints regarding actual or apparent violations of this Code and/or the Corporation’s Insider Trading and Share Dealing Policy and regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by employees of concerns regarding the foregoing matters.
The Corporation ensures that it will not allow retaliation for reports or complaints regarding suspected violations made in good faith. Open communication of issues and concerns without fear of retribution or retaliation is vital to the successful implementation of this Code and the Integrity Program. The Corporation will take such disciplinary or preventative action as it deems appropriate to address any violations of this Code that are brought to its attention.
2. Compliance Standards and Procedures
The Corporation’s Board is responsible for monitoring compliance with the Code. Management at all levels are responsible for ensuring those reporting to them understand and comply with this Code and are given adequate and regular training on it. Any waivers from the Code that are granted for the benefit of an officer or director may only be granted by the CG Committee or the Board. Waivers for all AEX Personnel will only be granted in exceptional circumstances.
Employees, officers, consultants or agents who violate the Code will be subject to disciplinary action, including potential termination of employment, consulting or other service contracts depending upon the particular circumstances involved. Information regarding possible infringement of the Code by directors will be referred to the Chair of the Board for handling as appropriate to the circumstances.
The Corporation will not excuse any violation of this Code by any AEX Personnel even if the violation was specifically requested or directed by another director, officer or employee. The CG Committee must periodically, in light of the experience of the Corporation, review this Code. As it deems necessary, the CG Committee shall make recommendations to the Board to ensure that (i) this Code conforms to applicable law, (ii) this Code meets or exceeds industry standards, and (iii) any weakness in this Code or any other policy of the Corporation revealed through monitoring, auditing, and reporting systems is eliminated or corrected.
3. Accountability for Adherence to the Code
This Code applies to all persons working for us or on our behalf in any capacity, including employees at all levels, directors, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third-party representatives and business partners, sponsors, or any other person associated with us, wherever located.
Each director, officer, employee, consultant and agent of the Corporation will be provided with a copy of the Code. All AEX Personnel will be required to sign an acknowledgement in the form attached to this Code as Schedule A.
You must ensure that you read, understand and comply with this Code. The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. You are required to avoid any activity that might lead to, or suggest, a breach of this Code. You must notify your manager as soon as possible if you believe or suspect that a conflict with this Code has occurred, or may occur in the future. For example, if a client or potential client offers you something to gain a business advantage with us, or indicates to you that a gift or payment is required to secure their business.
4. How to raise a concern
You are encouraged to raise concerns about any issue or suspicion of bribery or corruption at the earliest possible stage. If you are offered a bribe, or are asked to make one, or if you believe or suspect that any bribery, corruption or other breach of this Code has occurred or may occur, you must notify your manager as soon as possible. If you are unsure about whether a particular act constitutes bribery or corruption, raise it with your manager.
Individuals who refuse to accept or offer a bribe, or who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. In accordance with the Company’s Whistleblowing Policy, we aim to encourage openness and will support any AEX Personnel who raise genuine concerns in good faith under this Code, even if they turn out to be mistaken. We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place, or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should report this immediately.
6. Training and communication
Training on this Code forms part of the induction process for all individuals who work for us, and regular training will be provided as necessary. Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter.
7. Breaches of the Code
Any AEX Personnel who breaches this Code will face disciplinary action, which could result in dismissal for misconduct or gross misconduct. We may terminate our relationship with other individuals and organisations working on our behalf if they breach this Code.
8. Waivers and Amendments
A waiver is a material departure from a provision of the Code. An implicit waiver means failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of the Corporation.
The CG Committee may grant a specific, limited waiver of any provision of this Code to directors and officers if the CG Committee determines, based on information that the CG Committee deems credible and persuasive, that such a limited waiver is appropriate under the specific circumstances and following consultation with legal counsel. Each fact situation will be a separate case. Other AEX Personnel may seek waivers from the CEO. Each director, officer, employee, consultant and agent should note that it is not the Corporation’s intention to grant or to permit waivers from the requirements of this Code.
Conduct of a director or officer of the Corporation that materially departs from the Code and is considered by the Corporation to be a material change, will be promptly disclosed in a news release that must be issued, together with the filing of a material change report, with securities regulatory authorities. The Corporation will also notify and consult with the Corporation’s nominated adviser.
9. Helpful Contact Information
President & Chief Executive Officer
Chief Financial Officer
Chair of the Board
Compensation Committee Chair
Audit & Risk Committee Chair
Chair of the Board
Corporate Governance and Nomination Committee Chair
Approved by Board and Corporate Governance and Nominations Committee 23.07.2020