Scope:
This policy establishes the position of Mango Search Marketing ("FCI") and its subsidiaries (the "Company") with respect to Business Conduct. The Company is dedicated to maintaining its reputation for integrity and good corporate citizenship, and expects all employees to abide by basic principles of ethical and lawful business conduct. The Business Conduct Guidelines outline the standards expected of Company employees in their dealings with the Company, customers, clients, vendors, contractors, volunteers, the public and fellow employees.
Purpose:
The purpose of this policy is to define the Company's Business Conduct Guidelines and related administrative requirements and procedures.
Responsibility:
It is the responsibility of the:
The President, Mango Search Marketing, or in his or her absence, the Vice President and General Counsel or the Finance and Chief Financial Officer, to:
interpret this policy, as required, and to ensure that it is implemented throughout the Company;
develop and implement an ongoing program for communicating to employees their responsibilities under the Business Conduct Guidelines;
develop and implement a program for annual review and acknowledgement and acceptance of the Business Conduct Guidelines policy by specific employees of the Company;
report individual significant violations of this policy, and to provide an annual summary of violations and their resolution, to Senior Management and designated Committees of Mango Search Marketing ("FCI") Boards;
initiate any revisions to this policy.
Management to ensure that employees receive the Business Conduct Guidelines policy when being offered a position with the Company and that employees endorse their understanding and acceptance of the Business Conduct Guidelines by signing the Non-Disclosure/Non-Solicitation and Intellectual Property Assignment Agreement (the "Agreement") (see Exhibit A) in duplicate on a day before the first day they are scheduled to begin work. Additionally, management will ensure that contractors and dealers are required to follow similar business conduct guidelines.
The Human Resources departments to ensure that one copy of the signed Agreement is retained in each employee's personnel file and that the employee retains a copy.
The Human Resources departments to ensure that the annual employee review and acknowledgement of their acceptance of the Business Conduct Guidelines policy is recorded and retained.
consistently uphold their legal and ethical responsibility to act in the best interests of the Company within the limits of all applicable laws and regulations;
as a condition of employment, to read and endorse their understanding and acceptance of the Business Conduct Guidelines policy, by signing the Agreement in duplicate at the time of hire;
review and acknowledge their acceptance of the Business Conduct Guidelines policy on an annual basis (for managers and above);
make prompt and full disclosure of any situation that violates or may be perceived by others, to violate the Business Conduct Guidelines policy. An employee shall make this disclosure in writing to the person to whom he/she reports, with a copy to the Vice President/Director, Human Resources. The Vice President/Director, Human Resources (or designate) will promptly respond to the employee in writing. A copy of the response shall be retained in the employee's personnel file. Alternatively, employees may make this disclosure in writing, on a confidential basis, directly to the Vice President/Legal.
Employees are encouraged to consult with their Vice President/Director, Human Resources and/or their managers/supervisors for guidance regarding the Business Conduct Guidelines, as necessary.
Policy:
It is the policy of the Company that:
All employees shall sign the Agreement, as a condition of employment, and prior to commencing business activities.
All employees at the position of manager or above will review and acknowledge their acceptance of the Business Conduct Guidelines policy on an annual basis.
All employees below the position of manager who are transferred or promoted within the Company, will be required to resign the Agreement as a condition of transfer and/or promotion. The hiring manager will ensure that a newly signed copy of the Agreement is forwarded to Human Resources to be included in the employee's file.
All employees shall be familiar with all Mango Search Marketing policies that are relevant to the performance of their job duties.
Failure to adhere to any and all provisions of the Business Conduct Guidelines policy shall result in discipline, up to and including termination of employment and/or legal action.
All reported business conduct violations will be carefully investigated and handled consistently by management, regardless of the employee's status.
Business Conduct Guidelines:
The Company is dedicated to maintaining its reputation for integrity and good corporate citizenship, and expects all employees to abide by basic principles of ethical and lawful business conduct. The increasing complexity of law and business life has made it important to have Business Conduct Guidelines.
Contract and Commitment Guidelines:
Employees must ensure that all contracts and sales have proper authorizations and documentation prior to making commitments on behalf of the Company.
Adherence to the Law:
Employees must comply with all laws and regulations applicable to the Company. Employees who are in doubt as to the legality of a proposed course of action or an action already taken should discuss the activity with their manager/supervisor. The manager/supervisor should consult with the Vice President/Legal. Employees should not conduct business with suppliers and/or contractors and/or clients who subscribe to unlawful or unethical business practices.
The Company encourages any employee who in good faith suspects any violation of applicable law or regulations or has concerns about potential financial misconduct within the Company about the Company's accounting practices, financial controls or the safeguarding of its assets, to speak to his/her manager/supervisor, or to report such suspicions or concerns to the Vice President/Legal on a confidential and, if desired, anonymous basis. The Company will not allow any retaliation against any employee for making any such report in good faith.
Respect and Dignity in the Workplace:
The Company is committed to ensuring that all employees, vendors, business associates, volunteers, customers and the general public are treated with respect and dignity. The Company will not tolerate harassment and/or discriminatory acts or practices, by any of its employees.
Fair Competition:
Rules of competitive business conduct are established in the Competition Act and certain sections of the Telecommunications Act and the Broadcasting Act. All applicable practices must be carried out in compliance with these Acts. Employees must never discuss confidential information including in particular pricing policies with competitors.
Appropriation of Company Assets:
Employees must not borrow or make use of the Company's name, property, goodwill, funds, data or other assets for their personal gain or benefit. Upon termination of employment, employees must return all Company records and equipment.
Unauthorized Connection and/or Use of Company Products and Services:
The unauthorized connection and/or use of Company products and services are criminal acts. Any employee or contractor found to be connected to, or in possession of, unauthorized Company products and/or services, or to have assisted another to do so, will be subject to legal action.
Company Personalized Stationery:
Employees with the titles of "President" or "Vice President" with approval of the President, are permitted to have Company personalized stationery stating their name, title, office, company name, company address, telephone, fax and cellular numbers. Employees are not permitted to use Company stationery personalized with their name or position for writing political solicitation or fund-raising letters. In addition, Company stationery, even though not personalized, may not be used for non-Company activities or business.
Employment Practices:
The Company is committed to ensuring that equal opportunity exists for all employees in all aspects of employment, and the Company will continue to use the merit principle as the basis for all employment and promotion opportunities.
Attendance:
When illness and emergencies necessitate absence or lateness, employees are expected to notify the Company in advance of their regular hours of work (per operating company and/or departmental procedures). If this is not possible, the employee is expected to report the reasons for the absence/lateness, as soon as it is possible to do so. Employees are not to leave work during regular working hours without the Company's prior approval, per applicable operating and/or departmental procedures.
Health and Safety:
All employees are responsible for performing their duties in a safe manner and for keeping themselves updated on all Company health and safety policies, procedures and directives.
Alcohol and Drugs:
The possession, consumption and/or trafficking of alcoholic beverages, illegal drugs and restricted substances is forbidden while on duty and/or while occupying any of the Company's premises (including company vehicles). Prior approval for the provision of alcohol at a Company-sponsored event must be obtained from the President of the business unit, or from the individual to whom the President has delegated this responsibility. Approval will be granted taking into consideration the Company's reputation, image, responsibility and potential liability. Prior to the event, the approver assumes responsibility to ensure transportation for the attendees is provided, if required. It is the event organizer's responsibility to ensure that transportation is provided for the attendees at the event itself, if required. It is each employee's responsibility to ensure that he or she behave responsibly during attendance at a Company or vendor-sponsored event.
Environment:
The Company is committed to being an environmentally responsible corporate citizen. The Company will obey all environmental laws applicable in the jurisdictions in which it operates and each employee is expected to behave accordingly. Any contravention of environmental laws or the Company's environmental policy must be immediately reported to the senior executive of the respective operating company or business unit. An oral report must be promptly followed up with a written report.
Professional Image:
The Company is committed to ensuring a professional corporate image by requiring that its employees consistently present a professional image in attire, personal demeanour, communications and actions, in all contacts with its customers and the public at large.
Computer Access and Use of Electronic Media:
In order to protect access to systems, applications and data on the Company's computer systems, employees must ensure the protection of their own passwords. Users must not give out their passwords or allow others to use their user ids. Users of the Company's computer systems and/or the Internet should be aware that their communications are not protected from third party viewing unless approved encryption is used. Employees should not send information over the Internet if they consider it to be private.
The Company reserves the right to examine email, personal file directories and other information stored on or transmitted over Company facilities to ensure compliance with internal policies, to support the performance of internal or external investigations, and to assist with the management of information systems. Employees should be aware that all email is considered Company property and it is archived and can be retrieved for examination at any time, even after it has been deleted.
Language and conduct during interactive and email sessions does reflect on the Company. As such, a professional manner must be maintained at all times. Use of Company facilities to download, communicate or exchange materials that conflict with the Company's policies is prohibited.
Work Performance:
The Company expects all employees to be held accountable for the results of their work, based on the factors of honesty, quality, timeliness, efficiency, safety and continuous improvement. Managers are expected to provide leadership that reinforces these factors, and that ensures that the actions of all employees are in the Company's best interests.
Full Commitment to the Company:
Employees must remain free of any outside interests or relationships that could interfere with the performance of their job duties (including their availability to work overtime, as required). Approval must be obtained from the Board of Directors regarding the acceptance of any position as a member of a board, advisory council or other similar committee of a profit or not-for-profit organization where the employee is not acting as a nominee for the Company.
Conflict of Interest:
Employees must remain free of any outside interests or relationships that could compromise or interfere with their ability to act in the Company's best interest. Employees must avoid activities or situations that involve real or perceived conflicts of interest with the Company. This includes but is not limited to the following:
Personal Financial Interest: An employee having financial interest in, performing services for, or undertaking any activity (whether commercial or non-commercial and/or for which there is no personal financial interest) for a significant competitor of the Company. Gifts, Bribes, Entertainment
Accepting or providing entertainment, gifts, favours or bribes intended to influence a decision by an individual on behalf of the Company constitutes a conflict of interest.
All employees transacting business for the Company should act and be perceived by others to act, in the Company's best interest without any suspicion of personal gain. Modest favours, gifts or entertainment may be furnished or accepted by employees in connection with their duties provided that the following criteria are met:
they are consistent with accepted business practice;
they are not in cash or securities;
they are of sufficiently limited value so as not to be capable of being construed as a bribe, pay-off or other improper payment;
they are not repetitive and frequent;
they do not contravene any law and are made in accordance with generally accepted ethical standards, and;
the employee informs his/her manager or supervisor. In cases where an employee travels to the out-of-town office of a supplier or potential supplier, the employee must pay his or her own travel and accommodation expenses for reimbursement by the Company. Payment of such expenses outside the Company is allowed only if approved in writing by the employee's manager or supervisor and if the reimbursement cannot be perceived as a personal gain, or intended to influence the employee's decision or recommendation of the supplier.
If an employee borrows from a supplier it must be on the same terms that would be offered to other arm's length customers of the supplier, in order to avoid conflict of interest.
Employment of Relatives:
Relatives of an employee are defined as follows: parents, spouse (including common-law spouse), grandparents, brothers (including brother-in-law), sisters (including sister-in-law), children (including adopted and stepchildren), nephew, niece, aunt, uncle, cousin.
Relatives of employees may only be hired through standard recruiting procedures and must meet the qualifications required for the position. The Company will not discriminate in the hiring or promoting of relatives without bona fide occupational reasons, or where an employee would directly or indirectly supervise, or be in a position to influence the career or contracted activities and rewards of a relative. Where such conflicts of interest occur, they must be brought to the attention of the Human Resources department immediately. Where the marriage of two employees results in a contravention of this policy, the Human Resources department should be notified to assist in the transfer of one employee. The employee will not lose either authority, responsibility or financial compensation because of this transfer.
Illegal Payment to Public Officials:
If it comes to the attention of an employee that public officials, at any level of government, attempt to obtain money, property or favours from the Company by the wrongful use of their official position or as a condition to perform certain duties they are normally obligated to perform, this should be immediately reported to the employee's manager.
Proper Maintenance of Records:
All transactions of the Company must be properly recorded and accounted for in the books of the Company. This is essential to the integrity of the Company's governance and financial reporting obligations. In particular, all accounting records must comply with Generally Accepted Accounting Principles (GAAP) and with the Company's accounting policies.
Political and Charitable Contributions:
All employees are encouraged and entitled to make political and charitable contributions from their personal time and funds in the exercise of responsible citizenship. Contributions of any kind to political organizations, made on behalf of the Company, must be approved, in advance, by the C.F.O.
Confidentiality:
Employees doing work for the Company may have access to information of a confidential or proprietary nature, the improper disclosure of which could have serious consequences for the Company. Extra sensitivity to security, confidentiality and conflict of interest is required in situations where an employee's spouse, immediate family member or close friend is a principal of, or is employed by, a competitor or supplier of the Company. All employees are required to maintain the confidentiality of such Company information.
Intellectual Property Assignment:
From time to time, employees may author, make, create, and conceptualize intellectual property during the course of employment with the Company (whether or not during regular office hours, and whether or not at the employee's place of employment). This information and property is considered to be the exclusive property of the Company and must be treated as confidential information. For greater certainty, the foregoing shall not apply to freelance work and/or independent productions authored, created, conceptualized or made by employees entirely outside of the scope and mandate of the employee's employment and which do not relate in any way to the responsibilities and duties of employment with the Company.
Employees expressing opinions beyond the scope of their positions must clearly differentiate between speaking for themselves and speaking for the Company, to ensure that their views are in no way perceived to be associated with the Company. Company stationery must not be used for expressing personal views, and; Employees are not to answer inquiries from the press, legislative bodies or companies and organizations unless specifically authorized to do so. All such inquiries are to be referred to the designated individual within each operating company. The identity and means of referral to the designated spokesperson for each operating company will be communicated by the operating companies to their respective employees. For employees of FCI and Mango Search Marketing inquiries from reporters must be referred to the Vice President/Legal, FCI.
Employees of all Mango Search Marketing companies and business units are to refer inquiries from security analysts and investors to the Vice President/Legal, FCI.
Employees who participate in any public forum must seek approval from the designated Vice President responsible for public relations regarding the content of any commentary or speeches that refer to confidential information.
Public Disclosure:
Employees may not release information, related to co-workers or other employees, on personnel matters including private phone numbers and addresses, medical records, or salary information unless required by law or by an authorized representative of the applicable employee.
When such a request is made, it should be referred to the Human Resources department. No statements, interviews or access to records should be given until the Company or its legal counsel has the opportunity to review the request. The request may be legitimate but the Company has the right to determine the reasonableness of the request and to ensure that all responses are complete and accurate.
Corporate Graphics:
Any use of the Company's corporate symbols, signatures or logos must conform with the principles outlined in the Corporate Visual Identity Standards Manual. Employees who are uncertain about usage should contact the Vice President/Technology Mango Search Marketing