Executive Management holds an important and elevated role in corporate governance and is uniquely capable and empowered to ensure that stakeholders’ interests are appropriately balanced, protected and preserved. Accordingly, this section of the Code provides principles to which members of executive management are expected to adhere and advocate. Members of executive management shall include the principal executive officer, the principal financial officer, the principal accounting officer, the controller, the treasurer and all other officers of the Company.

The following principles and responsibilities shall govern the professional and ethical conduct of each member of executive management.

  1. To act with honesty and integrity, avoiding actual or apparent conflicts of interest between personal and professional relationships.
  2. To comply with all laws, rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.
  3. To act in good faith, responsibly, with due care, competence and diligence, promoting full, fair, timely and understandable disclosure in reports and documents filed with or submitted to the Securities and Exchange Commission and otherwise communicated to the public by the Company.
  4. To respect the confidentiality of information acquired in the course of employment and to protect same from unauthorized use or disclosure. Confidential information acquired in the course of employment shall not be used for any personal advantage.
  5. To proactively promote ethical behavior by all employees and to report and disclose promptly any violation or potential violation of law, the Company’s policies or this Code to the principal executive officer or to the audit committee or to the board of directors as appropriate.
  6. To achieve responsible use of and control over all of the Company’s assets and resources.