Code of Business Conduct and Ethics
Introduction
This Code of Business Conduct and Ethics is applicable to all employees, officers and directors (the "Employees") of Stoneham Drilling Inc. (the "Company"), Stoneham Drilling Limited Partnership and their affiliates and subsidiaries (collectively, "Stoneham"). We require the highest standards of professional and ethical conduct from our Employees. The reputation of Stoneham for honesty and integrity among its stakeholders is key to the success of its business. No Employee will be permitted to achieve results through violations of law or regulation, or through unscrupulous dealings. All Employees of Stoneham must respect and comply with the letter and spirit of all of the laws, rules and regulations of Alberta and Canada applicable to Stoneham and of any jurisdiction in which Stoneham does business. Individuals who fail to comply with such laws, rules and regulations will be subject to disciplinary measures, up to and including discharge from Stoneham.
This Code reflects our commitment to a culture of integrity, accountability and transparency and outlines the basic principles and policies with which all Employees are expected to comply.
Compliance with this Code is a condition to your employment and any violations will be dealt with accordingly. In addition to following this Code in all aspects of our business activities, you are expected to seek guidance in any case where there is a question about compliance with the letter and spirit of our policies or applicable laws or regulations. This Code sets forth general principles and does not supersede the specific policies and procedures that are covered in Stoneham's separate specific charters, terms of reference or policy statements.
Safety and Health
Employees are all responsible for maintaining a safe workplace by following safety and health rules and practices. Stoneham is committed to keeping its workplaces free from hazards. Please report any incidents, injuries or unsafe equipment, practices or conditions immediately to a supervisor or other designated person. Threats or acts of violence or physical intimidation are prohibited.
Conflicts of Interest
All Employees of Stoneham must be scrupulous in avoiding a conflict of interest with regard to Stoneham's interests. A "conflict of interest" exists when an individual's private interests interfere or conflict with or appear to interfere or conflict with the interests of Stoneham. A conflict of interest may arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her professional obligations objectively and effectively or when he or she otherwise takes action that is inconsistent with the interests of Stoneham for his or her direct or indirect benefit or for the direct or indirect benefit of a third party. A conflict of interest may also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in Stoneham, whether received from Stoneham or a third party.
Conflicts of interest are prohibited as a matter of policy, except as specifically approved by the board of directors (the "Board") of the Company and except in accordance with applicable laws and regulations. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management of the Company or the President (the "President") of the Company. Any employee, officer or director who becomes aware of a conflict or a potential conflict must bring it to the attention of a supervisor or manager who must thereupon bring it to the attention of the President of the Company or the Chair of the Governance Committee of the Board. Stoneham has implemented a Whistle Blower Policy which will be made available to Employees.
Corporate Opportunities
Employees are prohibited from:
- taking for themselves personally opportunities that properly belong to Stoneham or are discovered through the use of Stoneham property, information or position; and
- using Stoneham property, information or position for personal gain.
Discrimination and Harassment
Stoneham values the diversity of its Employees and is committed to providing equal opportunity in all aspects of employment. Abusive, harassing or offensive conduct is unacceptable, whether verbal, physical or visual. Employees are encouraged to speak out when a co-worker's or a colleague's conduct makes them uncomfortable, and to report harassment to management.
Confidentiality
Employees of Stoneham must maintain the confidentiality of confidential information entrusted to them by Stoneham or its suppliers or customers, except when disclosure is authorized or required by applicable law, regulation or legal proceedings. Whenever feasible, an employee, officer or director should consult the President of the Company if he or she believes that he or she has a legal obligation to disclose confidential information. Confidential information includes all non-public information that might be of use to competitors of Stoneham, or harmful to Stoneham or its customers if disclosed. It also includes information that suppliers and customers have entrusted to Stoneham. Stoneham has a Privacy Policy which sets forth your obligations in respect of Stoneham's confidential information.