Corporate Governance
CODE OF BUSINESS CONDUCT AND ETHICS ("ETHICS CODE") APPLICABLE TO THE DIRECTORS, OFFICERS AND EMPLOYEES (COLLECTIVELY "EMPLOYEES") OF NQL ENERGY SERVICES INC., ITS SUBSIDIARIES AND AFFILIATES (COLLECTIVELY "NQL")
1. Statement of Purpose
This Ethics Code extends to all Employees of NQL. Employees include full time, part-time and temporary Employees and full time contractors of NQL.
Any Employee who violates this Ethics Code, and is deemed to be in contradiction with its terms, may face disciplinary action up to and including termination of their employment for just cause with NQL without notice or payment in lieu of notice. Each Employee is expected to review this Ethics Code annually to satisfy themselves that they have adhered to the stated principles and standards.
In carrying out their duties, Employees of NQL are expected to act honestly and in good faith with a view to the best interests of NQL and its shareholders. To this end, NQL has committed to maintain a high standard of Corporate Governance that incorporates the principles of good conduct and high ethical behavior. Accordingly, the following principles for business conduct and ethical behavior have been adopted.
2. Compliance with Laws, Rules and Regulations
Employees will conduct the business of NQL in compliance with laws, rules, regulations and other legal requirements applicable wherever NQL is carrying on business.
3. Conflicts of Interest
Employees shall conduct their business affairs in a manner that ensures their private or personal interests do not interfere, or appear to interfere with the interests of NQL including conflicts relative to personal, financial, or other gain. Should conflicts arise, or be perceived to arise, disclosure shall be made in an appropriate manner and the disclosing Employee shall not participate in any decision or action in which there is a conflict. It is not always easy to determine whether a conflict of interest exists, so any potential conflict of interest must be reported immediately to senior management, a supervisor or a member of human resources.
4. Fair Dealing
The conduct required by fair dealing requires honesty in fact and the observance of reasonable commercial standards of fair dealing. Employees should endeavor to deal fairly with NQL's shareholders. No Employee should do anything that could be interpreted as being dishonest or outside reasonable commercial standards of fair dealing.
5. Confidentiality
Employees shall maintain the confidentiality of information entrusted to them except in circumstances where disclosure is authorized or legally mandated. Confidential information shall not be used for personal gain. Confidential information includes all non-public information that may be of use to competitors or harmful to NQL or its customers or Employees if disclosed. It includes information deemed to be proprietary to NQL, whether patented or not. It includes information that suppliers and customers have entrusted to us. Employees who leave NQL retain the ongoing obligation to keep such information confidential. Employees of NQL shall adhere to NQL's Communication Policy.
6. Protection and Proper Use of NQL's Assets
Employees shall ensure that NQL's assets are protected and properly used for legitimate business purposes. Any suspected incidents of fraud or theft should be immediately reported to that person's supervisor or as detailed in paragraph 11 of this Ethics Code.
7. Corporate Opportunities
Employees owe a duty to advance NQL's legitimate interests whenever an opportunity arises and are prohibited from:
- taking personal advantage of opportunities discovered through the use of NQL's assets, property, information or their position that would be contrary to NQL's interests;
- using or deploying NQL's assets, property, or information of their position for personal gain; and
- competing with NQL.
Employees shall protect NQL's assets in a manner that could be reasonably expected from them, and NQL's managers are specifically responsible for establishing and maintaining appropriate internal controls to safeguard NQL's assets against loss from unauthorized or improper use or disposition.
8.Reporting Integrity
No false, artificial or misleading entries in the books, records and documents of NQL shall be knowingly made for any reason and no Employee shall engage in any arrangement that results in such prohibited acts. All periodic reports filed by NQL shall be in accordance with NQL's Communication Policy and will include full, fair, accurate, timely and understandable disclosure.
9. Encouraging the Reporting of Any Illegal or Unethical Behavior
Employees are encouraged to promote ethical behavior in things they do and to ensure a healthy, ethical workplace. Violations of laws, rules, regulations or this Ethics Code are to be reported on the basis set forth in paragraph 11 of this Ethics Code.
Management shall not retaliate against any Employee who reports, in good faith, on any matter which is in contravention of this Ethics Code.
NQL's directors will not knowingly allow any retaliation by officers or management in respect of reports made in good faith by any Employee.
10. Waivers
Employees whose conduct or actions have failed to meet, or whose future conduct or actions may not meet the principles and standards set out in this Ethics Code must immediately report the failure or anticipated failure to either the Chairman of the Audit Committee or through the Whistleblower Hotline. If the reporting contains a request for a waiver of such conduct, that request shall be filed with the Chairman of the Audit Committee for review and recommendation by that Committee. The Audit Committee shall examine the circumstances related to the failure or anticipated failure and the requested waiver and make an appropriate recommendation to the Board of Directors. NQL will promptly disclose waivers of this Ethics Code as required by law or TSX regulations.
11. How to Raise a Concern
If an Employee becomes aware of a breach or possible breach of applicable laws, rules or regulations or of this Ethics Code, that Employee is expected to report such.
The report should be made to their immediate supervisor, if appropriate. If the Employee is of the view that it would be more appropriate under the circumstances to take the breach or possible breach of this Ethics Code or other laws, rules or regulations to higher levels, due to either the nature of the breach or, if earlier reports through normal channels have not been acted upon, then that Employee has the right to directly contact the Chairman of the Audit Committee. Employees need not identify themselves.
Chairman of the Audit Committee
William J (Bill) Myers
316 North Thomas Road
Carbondale, Colorado 81623-8908
Phone: (970) 963-5721 Fax: (970) 963-1678
wjmyers@sopris.net
This Ethics Code does not address all of the situations you may encounter. There may 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 you are encouraged to use common sense, and to contact senior management, a supervisor or a member of human resources for guidance.