Code of Conduct Policy
As a publicly traded company, Memex Inc. (“Memex”) is committed to a high standard of ethical and professional conduct. Memex and its subsidiaries (collectively hereinafter referred to in this Code of Conduct (the “Code”) as “Memex”) expect that all of their employees, officers, directors, and consultants (each hereinafter referred to in this Code as “Memex Personnel”) will treat each other, Memex’s customers, and Memex’s suppliers with goodwill, fairness, and respect. Memex values honesty, high ethical standards and compliance with all laws, rules and regulations.
To ensure this commitment is met, Memex has established this Code, to provide all Memex Personnel with a guideline for adherence to these values. Memex expects all Memex Personnel to comply with the provisions of this Code and to commit themselves to the achievement of the highest level of ethical conduct and standards. The following provides guidance on the application of these principles.
This Code extends to all Memex Personnel, being all employees, officers, directors, and consultants of Memex.
SUMMARY OF CODE
All Memex Personnel are expected to:
- Comply with all laws and regulations of the jurisdictions in which Memex operates including insider trading/securities laws, environmental laws and antitrust/competition laws;
- Promote a safe, tolerant and inclusive work environment;
- Engage in fair dealing with suppliers, customers, competitors and other Memex Personnel;
- Protect the integrity of the books and records of Memex and ensure that accurate information is available on a timely basis;
- Guard against any conflicts of interest, real or perceived;
- Maintain the confidentiality of “non-public information”;
- Protect the assets and resources of Memex, including its intellectual property;
- Report any unethical or illegal behaviour immediately.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
All Memex Personnel must act at all times in full compliance with both the letter and the spirit of the laws of the jurisdictions in which Memex operates. Memex Personnel are responsible for using the resources of Memex and outside resources to develop a working knowledge of applicable laws and regulations affecting their work responsibilities.
Memex will not condone the activities of any Memex Personnel who knowingly violates the law or engages in unethical business practices, even if those activities yield positive business results. No activity may be carried on that will not withstand the closest possible public scrutiny. Accordingly, Memex Personnel must ensure that their conduct cannot be interpreted as being in any way in contravention of the laws and regulations governing Memex’s operations. If Memex Personnel are in doubt about the application or interpretation of any legal requirement, they should refer the matter to their supervisor.
Insider trading of securities of Memex or of any of other public company including Memex’s customers or suppliers, is both unethical and illegal because it puts “outsiders” at a disadvantage in the marketplace, and can allow “insiders” to profit at “outsiders” expense. Securities legislation imposes restrictions with respect to the purchase and sale of shares and other securities of public companies when a person has knowledge of information not yet known to the public and which generally could affect the market price of the securities of a given company. Securities legislation also imposes restrictions with respect to the disclosing, or “tipping”, of such information to others.
Memex Personnel may not buy or sell securities of Memex or of any other public company, with knowledge of undisclosed material information whether obtained in the course of their relationship with Memex or otherwise, or “tip” others concerning such information. In particular, Memex Personnel must be careful to avoid inadvertently disclosing undisclosed material information to spouses, family members and others who live in their households, or to business partners, friends and others as this could be considered “tipping”.
Undisclosed material information refers to information that has not yet been generally disclosed to the public at large (i.e. via a news release or otherwise) and that, if disclosed, could significantly affect the market price of a company’s securities or is likely to be considered important by investors in determining whether to buy, sell or otherwise trade in such securities. For instance, the information could be used by investors to buy, sell or otherwise trade in Memex’s shares, as well as the securities of third parties with which Memex has dealings.
For more detailed information, Memex Personnel should refer to Memex’s Insider Trading Policy, available from the Chief Financial Officer.
Antitrust / Competition Laws
Fair competition is critical to our free enterprise system. In order to uphold fair trade, laws have been introduced that restrict collusive or exclusionary behaviour. Such behaviour would include, for example, fixing the prices of products or services in cooperation with competitors or agreeing to boycott particular suppliers. Memex and Memex Personnel shall operate in compliance with all known antitrust/competition laws. Memex Personnel should contact the Chief Financial Officer for additional information regarding antitrust/competition laws if they have any concerns in this area.
Memex and Memex Personnel shall operate in compliance with all known environmental laws including, but not limited to, obtaining all required consents, approvals, orders, permits, licenses and authorizations which are required under applicable environmental laws and operating in compliance with all terms and conditions of all such consents, approvals, orders, permits, licenses, authorizations and all limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and time tables contained in applicable environmental laws or any consents, approvals, orders, permits, licenses and authorizations thereunder.
Fair Dealing and Relationships with Customers and Suppliers
It is important that all Memex Personnel endeavor to deal fairly with all of Memex’s customers, suppliers, competitors and other Memex Personnel. No unfair advantage should be taken over anyone through manipulation, concealment, misrepresentation of facts or any other unfair dealing practices.
BUSINESS ETHICS AND PRACTICE
Health and Safety
Memex shall seek to provide a safe, tolerant and inclusive place to work. All Memex Personnel are required to observe all safety manuals and safety rules and practices and to follow all instructions concerning safe work practices.
Record Keeping and Reporting of Information
Accurate reporting is critical to ensuring the integrity of Memex’s books and accounting records. All records should be properly maintained and stored. Memex must remain in compliance with all relevant securities, stock exchange and tax rules and laws. All Memex Personnel are responsible for maintaining complete, accurate and timely books and records as related to their specific area of responsibility. Memex maintains internal controls over financial reporting to provide reasonable assurance that the financial information is in compliance with International Financial Reporting Standards (“IFRS”). These internal controls also serve to ensure that transactions have the proper approval of management, Memex assets are safeguarded, regulatory requirements are met and Memex resources are used appropriately. All Memex Personnel are expected to be familiar with and follow the internal controls adopted by Memex.
The following are examples of circumstances or transactions that are clearly prohibited:
- Maintenance of any account, fund or other asset that is not reflected in the books or records of Memex;
- Documentation that intentionally misrepresents a transaction (e.g. dummy or false invoices, misleading reports, false declarations);
- Delaying or advancing the recording of a transaction to match budget timing;
- Grouping, splitting or misrepresenting transactions to obscure their true nature.
All Memex Personnel are required to report to their supervisor any information, whether financial or otherwise, that they receive and which may be material to Memex. Please refer to the guidelines set forth in the Disclosure Policy for further information. A copy of that policy may be obtained from the Chief Financial Officer.
Conflicts of Interest
All Memex Personnel are required to make decisions in the best interest of Memex. A conflict of interest can arise when the personal actions of Memex Personnel could appear to conflict with Memex’s interests. Such conflicts may make it difficult for Memex Personnel to perform their work for Memex objectively and effectively. Some examples of situations in which a potential conflict of interest may arise are:
- Memex Personnel using their position, Memex property or confidential Memex information for personal gain;
- Memex Personnel taking advantage personally of any opportunities that are discovered through the use of Memex property or information;
- Competing against Memex;
- Making a material investment in, taking employment with, or consulting for an organization doing business with or competing against Memex.
This is not a complete listing of all potential situations. Memex Personnel must avoid conflicts of interest. To avoid conflicts of interest Memex Personnel should report potential conflicts to their supervisors or managers as they arise. These restrictions not only apply to the Memex Personnel, but also their immediate family and other close relatives. A director of Memex who is not also an employee of Memex is required to resolve existing or potential conflicts of interest of that director in accordance with the provisions set out in the Alberta Business Corporations Act.
It is not unusual that Memex Personnel will be offered meals, entertainment, gratuities, merchandise and promotional material from customers and suppliers. While it is critical to the success of Memex that we develop and maintain business relationships, it is also important that all Memex Personnel maintain independence and impartiality. As such, Memex Personnel must not accept such gifts from customers and suppliers if such acceptance could reasonably be perceived to impact that person’s independence and impartiality. Memex Personnel must disclose to their immediate supervisor the exchange of substantial gifts, given the circumstances that may influence or appear to influence the person’s business decisions.
If an Memex Personnel has any doubt as to whether a conflict of interest exists, that Memex Personnel should contact the Chief Financial Officer of Memex.
Confidentiality / Privacy
Information is a key asset of Memex. The handling of information is an area where Memex particularly relies on the integrity, discretion, and common sense of all Memex Personnel. Memex Personnel who have access to confidential information must take every precaution to keep it confidential except when disclosure is authorized or legally mandated. Confidential information includes proprietary, technical, business, financial, joint venture, customer, supplier and employee information that is not publicly available. The duty of confidentiality not only prohibits the disclosure of confidential information to others, but also prohibits the use of confidential information for unauthorized purposes. Any attempts by any unauthorized person to obtain information or enter restricted company premises should be promptly reported to a supervisor.
Protecting Memex Assets
In the course of their work, Memex Personnel are given access to Memex assets. Assets may include physical assets such as computers, phones and other equipment, financial assets such as cash, or time. Proper use and protection of those assets keep costs down and improves financial results. It is the responsibility of all Memex Personnel to ensure the proper use and protection of any Memex assets provided to them. All Memex assets must be used only for legitimate business purposes.
All Memex Personnel are responsible for the proper use and security of Memex property entrusted to them. They should ensure that all Memex property is maintained in good condition. Memex Personnel should be able to account for such property at all times.
In certain circumstances, Memex property may be used for personal reasons. A supervisor should approve such use in advance. Common sense dictates that some items, such as the occasional local phone call on personal affairs is acceptable while telephoning a relative overseas clearly is not. Memex Personnel should use good judgment and if in doubt err on the side of disclosure and getting approval.
Company time is a valuable asset. All Memex Personnel have an obligation to be honest with time, to perform to the best of their ability and to report to work in a manner fit to perform all assigned duties.
Theft of Memex assets is the most fundamental breach of the employment relationship. Memex will not tolerate theft under any circumstances and will terminate and prosecute in such situations.
Any Memex Personnel that has any doubt as to the appropriate use of any Memex property, assets or services should consult their supervisor.
Encouraging the Reporting of any Illegal or Unethical Behaviour
Many areas of the law, such as securities law and antitrust/competition law are very complicated. Memex Personnel are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation.
Additionally, Memex Personnel are required to report violations, or suspected violations, of laws, rules, regulations or of this Code. There will be no retaliation against anyone who presents this type of information in good faith. Further, Memex has adopted an Anonymous Submission Policy pursuant to which individuals can report suspected violations on a confidential basis. For more detailed information, Memex Personnel should refer to Memex’s Anonymous Submission Policy, available from Memex’s Chief Financial Officer.
Not All Situations Covered
This Code does not encompass all situations that may arise. Memex Personnel are encouraged to use their judgment and common sense or consult senior management in situations in which they are unsure of the best course of action.
Further information on this Code can be obtained from the following sources:
Chairman, President & Chief Executive Officer
Telephone: (905) 635-1536
Chief Financial Officer & Corporate Secretary
Telephone: (905) 331-4343
Telephone: (403) 299-9613