Effective Date: July 12, 2022
This Code of Business Conduct and Ethics (this “Code”) has been adopted by our Board of Directors (“Board”) to summarize the standards and principles of business conduct that must guide our actions. This Code applies to all directors, officers, and employees (“Company Personnel”) of Firan Technology Group Corporation and its subsidiaries (the “Company”). Some specific objectives of this Code are to promote:
- honest and ethical conduct;
- handling of actual or apparent conflicts with the interests of the Company, including the avoidance of such conflicts and disclosure to an appropriate person of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
- confidentiality of corporate information;
- protection and proper use of corporate assets, resources and opportunities;
- compliance with applicable governmental laws, rules and regulations;
- the prompt internal reporting of any violations of this Code to an appropriate
- accountability for adherence to the Code.
This Code provides guidance to you on your ethical and legal responsibilities. We expect all Company Personnel to comply with the Code, and the Company is committed to taking prompt and consistent action against violations of the Code. In addition to potential civil and criminal liability, violation of the standards outlined in the Code may be grounds for disciplinary action up to and including termination of employment or other business relationships.
While covering a wide range of business practices and procedures, the Code cannot and does not cover every issue that may arise or every situation in which ethical decisions must be made, but rather sets forth key guiding principles of business conduct that the Company expects of all Company Personnel. Any questions regarding the Code and its application or interpretation should be directed to a supervisor or the Company’s Secretary, as applicable.
2. Basic Obligations
Under the Company’s ethical standards, Company Personnel share certain responsibilities. It is your responsibility to (a) become familiar with, and conduct Company business in compliance with, applicable laws, rules and regulations and this Code; (b) treat all Company Personnel, suppliers, customers and business partners in an honest and fair manner; (c) avoid situations where your personal interests are, or appear to be, in conflict with the Company interests; (d) avoid engaging in any form of misrepresentation and/or fraud which damages the Company and/or your reputation or the reputation of another Company Personnel; and (e) safeguard and properly use the Company’s proprietary and confidential information, assets and resources, as well as those of the Company’s suppliers, customers and business partners.
Certain of the Company’s policies are complemented by specific responsibilities set forth in documents such as the Company’s Clawback Policy, Disclosure Policy, Whistleblowing Policy, Social Media Policy, Insider Trading Policy and Diversity Policy. Those polices should be separately consulted by Company Personnel. Please consult with Human Resources for copies of any policies that cannot be accessed through the Company’s corporate policies web page on https://www.ftgcorp.com/corporate-policies.
3. Reporting Concerns
If you should learn of conduct that constitutes a potential or suspected violation of the standards outlined in the Code, you have an obligation to promptly report that conduct. You may do so orally or in writing and, if preferred, anonymously, through any of the following channels:
(a) your manager;
(b) your local Human Resources representative;
(c) the Company’s Secretary or Chief Executive Officer; or
(d) the Corporate Governance and Nominating Committee of the Board.
All reports will be treated confidentially. Should you choose to report a matter anonymously, please be advised that the Company may not be able to adequately investigate and resolve the matters specified in your report if you fail to provide sufficient information.
If the issue or concern is related to the internal accounting controls of the Company or any accounting or auditing matter, you should report it using the procedures outlined in the Company’s Whistleblowing Policy.
4. Policy Against Retaliation
The Company prohibits Company Personnel from retaliating or taking adverse action against anyone for reporting, in good faith, conduct constituting a suspected or potential violation of the Code or for cooperating with or participating in any investigation or proceeding relating to such a concern conducted by the Company or any government authority. Such prohibited retaliation includes actual or threatening the ending of employment of a person, or demoting, disciplining,
suspending or imposing a penalty related to the employment of a person. Any individual who has been found to have engaged in retaliation against Company Personnel for reporting, in good faith, a conduct concern, seeking advice with respect to such reporting, or indicating a good faith intent to make such a report, or for co-operating with or participating in the investigation of such a concern, may be subject to discipline, up to and including termination of employment or other
business relationship. If any individual believes that they have been subjected to such retaliation, that person is encouraged to report the situation as soon as possible to one of the people detailed in the “Reporting Concerns” section above
5. Conflicts of Interest
Company Personnel should not engage in any activity, practice or act that conflicts, or may reasonably be expected to conflict or result in the appearance of a conflict, with the interests of the Company. A conflict of interest occurs when Company Personnel (or a member of their immediate family) places or finds themself in a position where their private interests conflict with the interests of the Company or have an adverse effect on such Company Personnel’s ability to
exercise judgment in the Company’s best interests or the proper performance of their job.
- Examples of such conflicts could include, but are not limited to:
Company Personnel (or a member of their immediate family) accepting outside employment with, or accepting personal payments or other compensation, commissions, payments, fees, services, privileges or promises of future credit, goods, loans, advances or guarantees from, any organization which does business with, or wishes to do business with, the Company or is a competitor of the Company;
- Company Personnel (or a member of their immediate family) accepting or giving gifts, trips, entertainment, accommodation or favours of more than nominal value, including that could reasonably be perceived to affect the judgment of the recipient and that public disclosure of such gifts would result in negative publicity for the Company or the recipient, to or from any company organization or individual doing business or seeking to do business with the Company;
- Company Personnel (or a member of their immediate family) giving or offering anything to any government official, even if lawful, if the action could be construed as an attempt to influence a government decision in any matter affecting the Company;
- Company Personnel (or a member of their immediate family) competing with the Company for the purchase or sale of property, services or other interests or diverting an opportunity from the Company or taking personal advantage of an opportunity in which the Company has an interest;
- Company Personnel personally having, or having an immediate family member who has, a financial interest in a firm which does or seeks to do business with the Company; or
- Company Personnel (or a member of their immediate family) having an interest in a transaction involving the Company or a customer, business partner, contractor or supplier (not including non-material investments in publicly traded companies).
Company Personnel must not place themselves in, or remain in, a position in which their private interests conflict, or can reasonably be expected to conflict or result in the appearance of conflict, with the interests of the Company.
If the Company determines that Company Personnel’s outside employment or activity interferes with performance or the ability to meet the requirements of their role with the Company, as they are modified from time to time, Company Personnel may be asked to terminate the outside employment or activity. To protect the interests of both Company Personnel and the Company, any such outside work or other activity that involves potential or apparent conflict of interest may be undertaken only after disclosure to the Company and, in the case of an officer or employee, review and approval by management. Similarly, to the extent that Company Personnel is interested in accepting an appointment as a director, officer or other representative of another company or entity, or other company or entity whose business is competitive with or likely to be competitive with that of the Company’s, or is otherwise considering a material investment in any such company, such appointment or investment, as the case may be, may proceed only after disclosure to the Company by Company Personnel and, in the case of an officer or employee, review and approval by management.
6. Competition and Fair Dealing
We seek to outperform our competition fairly and honestly and Company Personnel are prohibited from making false or deceptive statements about our competitors. We seek competitive advantages through superior performance, not through unethical or illegal business practices. We will not collude in any way with any competitor to unlawfully fix prices, discounts or terms of sale or divide markets, market shares, customers or territories. Information about other companies and organizations, including competitors, must be gathered using appropriate methods. Illegal acts such as trespassing, burglary, misrepresentation, wiretapping, bribery, payment of kickbacks or facilitation payments and stealing are prohibited. Possessing trade secrets that were obtained without the owner’s consent or inducing such disclosures by customers or past or present employees of other companies is prohibited. Each employee should endeavor to respect the
rights of, and deal fairly with, our customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair business practice.
7. Workplace Harassment and Discrimination
The Company is committed to maintaining a collegial and respectful workplace and its policies prohibit workplace harassment and discrimination. The Company will comply with applicable human rights legislation in those jurisdictions where it does business.
- You will not discriminate against or harass Company Personnel, or any other
person with whom you come in contact in the course of your role with the
Company, on the basis of gender, race, national or ethnic background, religion, disability, age, marital and family status, sexual orientation, gender identity, conviction for which a pardon has been granted or any other personal characteristic protected by law;
- You will not engage in abusive or harassing conduct toward Company Personnel, or any other person with whom you come in contact in the course of your role with the Company, such as unwelcome sexual advances or other non-business, personal comments, gesture, contact or conduct that (i) is likely to cause offence or humiliation to any Company Personnel or that otherwise makes others uncomfortable in their role with the Company; or (ii) might, on reasonable grounds, be perceived by that Company Personnel as placing a condition of a sexual nature on employment or on any opportunity for training or promotion.
All acts or threats of workplace violence are prohibited. We encourage and expect you to report workplace harassment, discrimination or other inappropriate conduct as soon as it occurs.
The Company, and companies and individuals authorized by the Company, collect and maintain personal information that relates to your employment, including compensation, medical and benefit information. The Company follows procedures to protect information wherever it is stored or processed, and access to your personal information is restricted. Your personal information will only be released to outside parties in accordance with the Company’s policies and applicable legal requirements. Company Personnel who have access to personal information must ensure that personal information is not disclosed in violation of the Company’s policies or practices.
9. Insider Trading
The Company encourages all Company Personnel to become shareholders on a long-term investment basis. You should refer to the Company’s Insider Trading Policy.
10. Information Technology Systems and Security
You are expected to use the information technology systems of the Company available to you for appropriate business purposes and in a manner consistent with this Code, other policies and applicable laws and regulations. Use of these systems imposes certain responsibilities and obligations on all Company Personnel. Usage must be ethical and honest with a view to preservation of and due respect for Company’s intellectual property, security systems, personal privacy, and freedom of others from intimidation, harassment, or unwanted attention. To the extent permitted or required by law, the Company may for business and/or legal and compliance purposes store, review, monitor, audit, intercept, access, copy, record and, where appropriate, disclose to regulators and other outside parties the information contained in, or your usage of, its information technology systems. In addition, it is your responsibility to be familiar with Company policies relating to information security, if any, and to take necessary and ppropriate steps to prevent unauthorized access, including, for example, selecting appropriate passwords, safeguarding your passwords and other means of entry (and not sharing them with other persons) and password protecting data on electronic devices. You should also refer to the Company’s Social Media Policy.
11. Confidentiality and Disclosure Concerning Company Affairs
The business affairs of the Company, including the Company’s products, strategies, plans, forecasts, sales and earnings, financial condition, know how, design, processes and procedures, production plans, discoveries, cost and price data, possible acquisitions or divestitures as well as research and development are confidential and should not be discussed with anyone outside the organization except for information that has, already been made available to the public. In as es
where confidential information is obtained under an agreement with a third party, such as software licenses or technology purchases, Company Personnel must ensure that the provisions of such agreements are strictly adhered to so that the Company Personnel involved and/or the Company are not vulnerable to consequences in the event of unauthorized disclosure or use of such confidential information.
The Company is committed to providing timely, consistent and credible dissemination of information, consistent with disclosure requirements under applicable securities laws. You should refer to the Company’s Disclosure Policy.
12. Accuracy of Company Records
As a public company, we are required to record and publicly report all internal and external financial records in compliance with International Financial Reporting Standards (IFRS). Therefore, you are responsible for ensuring the accuracy of all books and records within your control and complying with all Company policies and internal controls. All Company information must be reported accurately, whether in internal personnel, safety, or other records or in information we release to the public or file with government agencies.
13. Financial Reporting and Disclosure Controls
As a public company, we are required to file periodic and other reports with the Canadian securities regulatory authorities and to make certain public communications. We are required by the Canadian securities regulatory authorities to maintain effective “disclosure controls and procedures” so that financial and non-financial information is reported timely and accurately both to our senior management and in the filings we make. You are expected, within the scope of your duties, to support the establishing and maintaining of the effectiveness of our disclosure controls and procedures.
14. Compliance with All Laws, Rules and Regulations
The Company is committed to compliance with all laws, rules, and regulations, including laws and regulations applicable to the Company’s securities and trading in such securities, as well as any rules promulgated by any exchange on which the Company’s shares are listed.
15. Customers and Business Partners
We strive to achieve satisfied customers who will be repeat buyers of our products and services and to building mutually advantageous alliances with our business partners.
Our policy is to build lasting relationships with our customers and business partners through superior delivery and execution and honest sales and marketing. We will comply with applicable advertising laws and standards, including a commitment that our advertising and marketing will be truthful, non-deceptive and fair and will be backed up with evidence before advertising claims are made.
16. Health and Safety
The Company is committed to making the work environment safe, secure and healthy for its employees and others. The Company complies with all applicable laws and regulations relating to safety and health in the workplace. We expect Company Personnel to promote a positive working environment for all. You are expected to consult and comply with all Company rules regarding workplace conduct and safety. You should immediately report any unsafe or hazardous conditions or materials, injuries, and accidents connected with our business and any activity that compromises Company security to your supervisor. You must not work under the influence of any substances that would impair the safety of others. All threats or acts of physical violence or intimidation are prohibited.
17. Environmental Responsibility
The Company is committed to preserving and, if possible, enhancing the environment in the communities where its various businesses operate through responsible and environmentally oriented operating practices. Company Personnel are encouraged to participate in undertakings geared to improving the environment in both their workplaces and their community.
18. Political Activity
Company Personnel must abide by all laws and regulations governing political contributions in every jurisdiction where the Company does business. Company Personnel may, subject to applicable laws, engage in legitimate political activity, as long as it is carried out on their own time and without using the Company’s property. Company Personnel may seek election or other political office, but, in the case of officers or employees, must notify their supervisor before seeking such office to discuss the impact that such involvement may have on their responsibilities.
Company Personnel may express their views on public or community issues of importance, but it must be clear at all times that the views expressed are those of the individual and not those of the Company. The Company will not interfere in the political activities of Company Personnel other than to encourage their involvement as citizens in accepting the responsibilities of good citizenship and doing everything they can to preserve and strengthen the system of government.
19. Waivers and Amendments
Only the Board may waive application of or amend any provision of this Code. A request for such a waiver should be submitted in writing to the Board, Attention: Chair of the Corporate Governance and Nominating Committee, for its consideration. The Company will promptly disclose to investors all substantive amendments to the Code, as well as all waivers of the Code granted to directors or officers in accordance with applicable laws and regulations.
20. No Rights Created
This Code is intended as a component of the flexible governance framework within which the Board, assisted by its committees, supervises the management of the business and affairs of the Company. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Company’s articles and by-laws, it is not intended to establish any legally binding obligations.
Effective Date: July 12, 2022
Firan Technology Group Corporation (the “Company”) encourages all its employees, officers and directors to become shareholders of the Company on a long-term investment basis. Since Company Personnel (as defined below) may, from time to time, become aware of important corporate developments, significant plans or other material information before such matters are made public, the Company has established this Insider Trading Policy (this “Policy”) to assist such individuals in complying with the applicable securities, criminal and other applicable laws and stock exchange rules relating to “insider trading”, “tipping” and “recommending” (each as defined below). This Policy is also intended to help the Company’s Reporting Insiders (as defined in National Instrument 55-104 – Insider Reporting Requirements and Exemptions) (i.e., Company Personnel who are required to report their insider trading activities on the electronic filing system known as SEDI) comply with additional securities law obligations.
In particular, each of the following is against the law, may expose applicable individuals to criminal, quasi-criminal, and regulatory prosecution or civil lawsuits, can harm their reputation, and/or could result in the termination of their employment or appointment with the Company:
(a) trading securities of the Company while in possession of information (i) that has not been generally disclosed and (ii) the disclosure of which would reasonably be expected to have a significant effect on the market price or value of any of the Company’s securities or that could affect the decision of a reasonable investor to buy, sell or hold any of the Company’s securities (known as “insider trading”);
(b) subject to limited exceptions described in this Policy, disclosing such information to a third party before it has been generally disclosed (known as “tipping”); or
(c) subject to limited exceptions described in this Policy, recommending or encouraging a third party to purchase or sell the Company’s securities while in possession of such information (known as “recommending”).
Such actions can also be expected to result in a lack of confidence in the market for the Company’s securities, harming both the Company and its shareholders (for which you could be held accountable).
The procedures and restrictions set forth in this Policy are only a general framework, designed to assist Company Personnel in understanding and not engaging in insider trading, tipping or recommending, or otherwise being perceived as having violated such prohibitions under law.
However, Company Personnel have the ultimate responsibility for complying with applicable laws and should obtain additional guidance, including independent legal advice, as may be appropriate for their own circumstances, recognizing that their actions will be viewed after the fact and with the benefit of hindsight.
The Company’s Board of Directors (the “Board”) will designate one or more individuals from time to time as Insider Trading Policy Administrator for the purpose of administering this Policy. At the date hereof, the designated Insider Trading Policy Administrator is the Chief Financial Officer. This Policy has been reviewed and approved by the Board and will be reviewed periodically by the Company’s Corporate Governance and Nominating Committee. Any amendments to this Policy will be subject to approval by the Board.
2.1 Persons that are Subject to this Policy
The following persons are required to observe and comply with this Policy:
(a) all directors, officers, employees and agents of the Company or its associated companies or subsidiaries; and
(b) partnerships, trusts, corporations, Registered Retirement Savings Plans and similar entities over which any of the above-mentioned individuals exercise control or direction.
For the purposes of this Policy, the persons listed above are collectively referred to as “Company Personnel”.
Company Personnel should also be aware that while this Policy only applies to the foregoing persons, the laws underlying the procedures and restrictions set forth in this Policy are also generally applicable to, among others, associates of Company Personnel (such as family members who reside in the same home as any Company Personnel), persons retained by or engaged in business or professional activity with or on behalf of the Company or any of its subsidiaries (such as a consultant, independent contractor or adviser), and further insiders of the Company (such as 10% shareholders and their directors and officers) and, where applicable, Company Personnel may also be held responsible for actions by such persons.
2.2 Trades that are Subject to this Policy
Under this Policy, all references to trading in securities of the Company include:
(a) any sale or purchase of securities of the Company, including any exercise of stock options granted by the Company and, for greater certainty, any associated sale of securities to fund tax obligations;
(b) any settlement of share units granted pursuant to any securities-based compensation arrangement of the Company; and
(c) any other derivatives-based or other transaction, agreement, arrangement or understanding, or material amendment or termination thereof, that has the effect of altering Company Personnel’s economic exposure to the Company and would be required to be reported in accordance with applicable laws or regulations (including National Instrument 55-104 – Insider Reporting Requirements and
Exemptions, Part XXI of the Securities Act (Ontario) and the guidance in Staff Notice 55-312 – Insider Reporting Guidelines for Certain Derivative Transactions (Equity Monetization)); provided that, solely for such purposes, all Company Personnel shall be deemed to be reporting insiders.
3. Inside Information
“Inside Information” means:
(a) a change in the business, operations or capital of the Company that would reasonably be expected to have a significant effect on the market price or value of the securities of the Company (which includes any decision to implement such a change by the Board or by senior management who believe that confirmation of the decision by the Board is probable);
(b) a fact that significantly affects, or would reasonably be expected to have a significant effect on, the market price or value of the securities of the Company; or
(c) any information that could affect the decision of a reasonable investor to buy, sell or hold securities of the Company,
in each case, which has not been generally disclosed to the public. Inside Information is considered to be “generally disclosed” when it has been publicly disclosed in a manner calculated to effectively reach the marketplace and public investors have been given a reasonable amount of time to analyze the information. Disclosure of this information will most often occur by way of press release, but may be disclosed by other means in accordance with the Company’s Disclosure Policy. Examples of information that may constitute Inside Information are set out in Schedule “A” attached hereto.
It is the responsibility of any Company Personnel contemplating a trade in securities of the Company (or any discussion concerning the Company or its securities) to determine prior to such trade (or discussion) whether they are aware of any information that constitutes Inside Information. It is not always clear what information constitutes Inside Information and may depend on each particular circumstance. If in doubt, the individual should consult with the Insider Trading Policy Administrator.
4. Prohibition Against Trading on Inside Information
Company Personnel with the knowledge of Inside Information must not trade in securities of the Company until:
(a) completion of one full trading day after the Inside Information is first publiclydisclosed (e.g., by press release) in a manner calculated to effectively reach the marketplace; or
(b) the Inside Information ceases to be material and Company Personnel are soadvised by the Insider Trading Policy Administrator (e.g. a potential transaction that was the subject of the information is abandoned).
In addition, Company Personnel must not make any trades in securities of the Company during the blackout periods described in Section 6 of this Policy.
5. Prohibition Against Speculating, Short-Selling and Hedging
Certain types of trades in securities of the Company by Company Personnel can raise particular concerns about potential breaches of applicable securities law or that the interests of the persons making the trade are not aligned with those of the Company. Company Personnel are therefore prohibited at any time from, directly or indirectly, undertaking any of the following activities:
(a) speculating in securities of the Company, which may include buying with the intention of quickly reselling such securities, or selling securities of the Company with the intention of quickly buying such securities (other than in connection with the acquisition and sale of shares issued under a securities-based compensation arrangement of the Company);
(b) buying the Company’s securities on margin or holding Company securities in a margin account (since such securities could be sold without the account holder’s “consent” in the event of a margin call);
(c) short selling a security of the Company or any other arrangement that results in again only if the value of the Company’s securities declines in the future;
(d) selling a “call option” giving the holder an option to purchase securities of the Company;
(e) buying a “put option” giving the holder an option to sell securities of the Company; and
(f) purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in the market value of securities of the Company (or equivalents such as share units, the value of which is derived from equity securities of the Company) held, directly or indirectly, by such Company Personnel, including equity securities granted as or underlying securities-based compensation.
Applicable corporate laws impose additional prohibitions against speculative trading in the Company’s securities, as set out in Section 5 of the Policy. An insider who is found to contravene such prohibitions may be found liable on a summary conviction to a fine not exceeding the greater of one million dollars and three times the profit made, or to imprisonment for a term not exceeding six months or to both.
6. Restrictions on Trading of Company Securities
From time to time, including on a regularly scheduled basis, as discussed below, the Company will impose a “blackout period” in which all, or certain identified Company Personnel, are prohibited from any trading in Company securities.
6.1 Scheduled Blackout Periods
No Company Personnel shall trade in securities of the Company during the period commencing on the first trading day following completion of each fiscal quarter and ending upon completion of one full trading day following the date on which a press release has been issued in respect of the Company’s interim or annual financial statements (otherwise known as a “blackout period”).
The Insider Trading Policy Administrator will circulate a reminder of the scheduled blackout period on or about the first day of the blackout period.
Notwithstanding the above, Company Personnel are never permitted to trade with knowledge of any Inside Information, regardless of whether or not there is a blackout period in effect.
6.2 Extraordinary Blackout Periods
Additional blackout periods may be prescribed from time to time by the Insider Trading Policy Administrator or the Board at any time at when it is determined there may be Inside Information concerning the Company that makes it inappropriate for all or certain of the Company
Personnel to be trading. In such circumstances, the Insider Trading Policy Administrator will issue a notice instructing the affected individuals not to trade in securities of the Company until further notice. This notice will contain a reminder that the fact that there is a restriction on trading may itself constitute Inside Information or information that may lead to rumours and must be kept confidential.
6.3 Discretionary Exemptions
Individuals subject to a blackout period who wish to trade securities of the Company may apply to the Insider Trading Policy Administrator for an exemption from this Policy which permits them to trade securities of the Company during the blackout period, including through use of an automatic securities disposition plan that complies with applicable securities laws. Any such request should describe the nature of and reasons for the proposed trade. The Insider Trading Policy Administrator will consider such requests and inform the individual that has made the requested whether or not the proposed trade may be made (or plan entered into). Such individual may not make any such trade until they have received the specific approval from the Insider Trading Policy Administrator.
7. Prohibitions Against Tipping and Recommending
Company Personnel are prohibited from communicating Inside Information to any person (including a spouse, child, parent, sibling or other relative or friend of the Company Personnel), unless such disclosure is:
(a) in the necessary course of the Company’s business;
(b) compelled by law; or
(c) otherwise, made in accordance with the Company’s Disclosure Policy.
In order for Company Personnel to be permitted to communicate Inside Information in the necessary course of the Company’s business:
(a) the disclosing Company Personnel must ensure that the person receiving such information:
(i) must first enter into a confidentiality agreement in favour of the Company (which should contain, among other things, an acknowledgement by the recipient of the requirements of applicable securities laws relating to such recipient trading securities with knowledge of a material fact or material change in respect of the Company that has not been generally disclosed and to such recipient disclosing information to another person or company such material fact or material change); or
(ii) understands their legal obligations with respect to Inside Information and there must be no ground for the disclosing Company Personnel to believe that the Inside Information will be used or disclosed contrary to applicable law by the person receiving such information;
(b) the disclosing Company Personnel must ensure that all correspondence relating to such Inside Information is labeled “CONFIDENTIAL”;
(c) if a code name has been assigned for use in connection with Inside Information,ensure that the code name is used on all correspondence relevant to such Inside Information and refrain from using specific corporate names whenever possible; and
(d) the disclosure must be made pursuant to the proper performance by such Company Personnel of their duties on behalf of the Company. Subject to the above, Inside Information is to be kept strictly confidential by all Company Personnel until after it has been generally disclosed to the public. Discussing Inside Information within the hearing of, or leaving it exposed to, any person who has no need to know is to be avoided at all times.
Company Personnel with knowledge of Inside Information shall not recommend or encourage any other person to trade in the securities of the Company, regardless of whether the Inside Information is specifically communicated by Company Personnel to such person.
If any Company Personnel has any doubt with respect to whether any information is Inside Information or whether disclosure of Inside Information, or recommending or encouraging trading in Company securities, is in the necessary course of business, the individual is required to contact the Insider Trading Policy Administrator.
8. Securities of Other Companies
In the course of the Company’s business, Company Personnel may obtain information about another publicly-traded issuer that has not been generally disclosed by that other issuer to the public, including such an issuer in respect of which the Company is considering or evaluating whether, or proposing, to (a) make a take-over bid, (b) become a party to a reorganization, amalgamation, merger, arrangement or similar business combination or (c) acquire a substantial portion of the property. The restrictions set out in this Policy apply to all Company Personnel with respect to trading in the securities of another issuer while in possession of such information, communicating such information to any person, and recommending or encouraging any person to trade in securities of such another publicly-traded issuer, whether such issuer’s securities are publicly-traded within Canada or otherwise.
9. Reporting Requirements
The directors, certain officers and certain other employees of the Company and its subsidiaries are “Reporting Insiders” under applicable securities laws. Reporting Insiders are required to file reports (generally within five calendar days) of any direct or indirect beneficial ownership of, or control or direction over, securities of the Company and of any change in such ownership, control or direction with Canadian securities regulatory authorities pursuant to the electronic filing system known as SEDI. In addition, Reporting Insiders must also file reports in respect of interest in, or right or obligation associated with, a related financial instrument (i.e., a derivative) involving a security of the Company, as well as any monetization transaction, secured loan with recourse limited to securities of the Company, or similar arrangement, trade or transaction that changes the Reporting Insider’s economic exposure to or interest in securities of the Company, which may not necessarily involve a purchase or sale.
The Company will assist any Reporting Insider in the preparation and filing of insider reports upon a timely request, however, it is the responsibility of each Reporting Insider (and not the Company or its advisers) to comply with these reporting requirements. Reporting Insiders are required to provide the Insider Trading Policy Administrator with a copy of any insider report completed by the Reporting Insider concurrent with or in advance of its filing.
A person that is uncertain as to whether they are a Reporting Insider of the Company or whether they may be eligible to be exempted from these requirements should contact the Insider Trading Policy Administrator. Reporting Insiders who are exempted from these requirements remain subject to all of the other provisions of applicable securities law and this Policy.
10. Penalties and Civil Liability
10.1 Insider Trading, Tipping and Recommending Prohibitions
The applicable securities laws that impose insider trading, tipping and recommending prohibitions also impose substantial penalties, regulatory sanctions and civil liability for any breach of those prohibitions, namely, depending on the violation:
(a) fines of up to $5,000,000 and four times the profit made or loss avoided;
(b) prison sentences for a term not exceeding 10 years for insider trading, and five years for tipping or recommending;
(c) civil liability for compensation to the seller or purchaser of the relevant securities for damages as a result of the trade; and
(d) public interest orders such as trading bans and bans against acting as a director or officer of a public issuer and acting as or becoming a registrant.
Where a company is found to have committed an offence, the directors, officers and supervisory Company Personnel of the company may be subject to the same or additional consequences.
10.2 Insider Trade Reporting
Failure to file an accurate insider report within the required time period is also an offence under securities laws and may result in one or more of the following:
(a) the imposition of a late filing fee;
(b) the Reporting Insider being identified as a late filer on a public database of late filers maintained by certain securities regulatory authorities;
(c) the issuance of a cease trade order that prohibits the Reporting Insider from directly or indirectly trading in or acquiring securities or related financial instruments of the applicable issuer or any publicly-traded issuer in Canada until the failure to file is corrected or a specified period of time has elapsed; or
(d) in appropriate circumstances, enforcement proceedings.
All directors, officers and employees of the Company and its subsidiaries will be provided with a copy of this Policy, and will be subject to compliance with the procedures and restrictions set forth in this Policy. It is a condition of their appointment or employment that each of these persons at all times abide by the standards, requirements and procedures set out in this Policy unless a written authorization to proceed otherwise is received from the Insider Trading Policy Administrator. Any such person who violates this Policy may face disciplinary action up to and including termination of their employment or appointment with the Company for cause, without notice. The violation of this Policy may also violate certain securities laws, corporate law and/or criminal laws. If it appears that a director, officer or employee may have violated such laws, the Company may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or imprisonment.
Should you have any questions or wish for additional information concerning the above, please contact the Insider Trading Policy Administrator.
This Insider Trading Policy is intended as a component of the flexible governance framework within which the Board, assisted by its committees, supervises the management of the business and affairs of the Company. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Company’s articles and by- laws, it is not intended to establish any legally binding obligations.
Common Examples of Potential Inside Information
The following examples are not exhaustive.
– proposed major reorganizations, amalgamations, or mergers
– proposed significant public or private sale of additional securities
– planned significant repurchases or redemptions of securities
– planned stock splits or offerings of warrants or rights to buy shares
– proposed share consolidation, share exchange, or stock dividend
– proposed significant acquisitions or dispositions of assets or subsidiaries
– proposed significant acquisitions of other companies
– bankruptcy or receivership
– changes to executive management or control of the company
– commencement of, or developments in, material legal proceedings or regulatory
– proposed listing or de-listing of company securities on a quotation system or exchange
– pending change in the company’s auditors
– results of the submission of matters to a vote of securityholders
– borrowing or lending of a significant amount of money outside the ordinary course of business
– defaults under material obligations, agreements to restructure debt, or planned enforcement procedures by a bank or any other creditors
– significant new credit arrangements
– a major cybersecurity incident
– any other development that significantly affects or is expected to significantly affect the company’s financial condition, financial performance, cash flows or objectives
Effective Date: July 12, 2022
This Whistleblower Policy (this “Policy”) has been approved by the board of directors (the “Board”) of Firan Technology Group Corporation and its subsidiaries (the “Company”).
1. Objective and Scope
The Company is committed to maintaining a workplace in which the Company can receive, retain and address all complaints received by the Company regarding accounting, internal accounting controls or auditing matters. To achieve this goal, the Board has delegated to the Audit Committee of the Company (the “Committee”) the responsibility for establishing procedures for (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
This Policy has been adopted by the Committee to establish and describe procedures governing the receipt, retention, investigation and treatment of submissions concerning suspected wrongdoing or misconduct (“Submissions”), to encourage employees, officers and directors of the Company, as well as other stakeholders (e.g. suppliers, customers, shareholders, etc.), to report Submissions in a timely way and to protect employees who make good faith reports from retaliation.
2. Examples of Submissions
Submissions covered by this Policy include the following:
– Tampering with any accounting or audit-related records or documents of the Company (in any format, including electronic records such as emails) or destroying any Company accounting or audit-related records or documents (except as otherwise permitted or required by any records retention policies or guidelines as may be adopted by the Company from time to time).
– Fraud or deliberate error in the preparation, evaluation, review or audit of any of the Company’s financial statements.
– Fraud or deliberate error in the recording and maintaining of the Company’s financial records (for example, overstating expense reports, falsifying time sheets, preparing erroneous invoices, misstating inventory records or misleading classification of expenditures).
– Deficiencies in or non-compliance with the Company’s internal accounting controls (forexample, circumventing the internal control compliance process).
– Misrepresentations or omissions regarding matters contained in the Company’s financial records, financial reports or audit reports.
– Any effort to mislead, deceive, manipulate, coerce or fraudulently influence any internal or external auditor of the Company in connection with the preparation, examination, audit or review of any financial statements or other records of the Company.
– Auditor independence concerns.
– Retaliation or retribution against an individual who makes a Submission.
– Breach of the Company’s Code of Business Conduct and Ethics.
– Breach of or failure to comply with any approved Company policy, including the
Company’s Clawback Policy, Disclosure Policy, Whistleblowing Policy, Social Media Policy and Insider Trading Policy.
– Failure to rectify or take reasonable steps to report a matter likely to give rise to a
significant and avoidable cost or loss to the Company.
– Abuse of power or authority for any unauthorized or ulterior purpose.
3. Method of Reporting
The Committee is responsible for administering this Policy. If you have a complaint or concern about the Company, you should try to contact your supervisor or the manager responsible for the group which provides the relevant service, subject to the seriousness and sensitivity of the issues involved and the individual(s) who are suspected of misconduct. Alternatively, Submissions may be made in any of the following manners:
(a) by contacting James Crichton, Vice President, CFO and Secretary (the “Compliance Officer”);
(b) by contacting the Human Relations contact in your division (the “HR Contact”); or
(c) by contacting Edward Hanna, the Chair of the Committee.
4. Confidentiality and Anonymity
Where a Submission is made with a request for confidential treatment, in accordance with applicable law and any rules or requirements adopted by securities regulatory authorities and any stock exchange upon which the Company’s securities are listed, the identity of the person making
the Submission and information that could reasonably be expected to reveal such person’s identity will be revealed only (i) to the person to whom the Submission was made, (ii) to the members of the Committee, (iii) to such other persons as the Compliance Officer, the Chair of the Committee, or the Chair of the Board, reasonably determines advisable in order to carry out an adequate evaluation or investigation of the matters described in the Submission, or (iv) as may be required by law, applicable regulatory authorities or a court of competent jurisdiction.
All Submissions can be submitted anonymously if so desired and no attempts will be made by the Company to identify the sender. However, should you choose to make a Submission anonymously, please be advised that the Company may not be able to adequately investigate and resolve the matters specified in your Submission if you fail to provide sufficient information.
5. Investigation and Reporting
Any Submissions received through the Compliance Officer, the HR Contact or any member of the Committee shall promptly be reported to the attention of the Chair of the Committee and the Compliance Officer, as applicable. All Submissions shall be reviewed by the Committee and, if the Committee determines that the matter requires further investigation, it will direct or authorize the Chair of the Committee to engage outside advisors, as necessary or appropriate, to investigate the matter and will work with management of the Company to reach a satisfactory conclusion.
It is expected that the Chair of the Committee will report to the Board any submission that they believe may be material to the Company, as well as on the results of the applicable investigation.
6. Receiving and Investigating Reports
If contact information is provided, the Compliance Officer will, within 10 business days, notify the sender of the complaint and (i) acknowledge receipt of the reported or suspected violation; (ii) indicate how he/she proposes to deal with the matter; (iii) provide an estimate of how long it will take to provide a response; (iv) inform whether any initial enquiries have been made; and (v) advise as to whether further investigations will take place and, if not, the rationale for not conducting further investigations. All reports will be investigated by the Company. An investigation of any matter brought to the Company’s attention as a result of these procedures will not in any way be, or be deemed to be, a determination that any actions or inactions that are the subject of the report have in fact occurred or are improper.
Any allegation that proves not to be substantiated and which proves to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense and may result in disciplinary action up to and including termination.
However, none of the Company nor any officer, director or employee of the Company will take any reprisal or retaliation measures (including those that are prohibited by law), including to end the employment of, demote, discipline, suspend or impose a penalty related to the employment of any employee of the Company or intimidate or coerce any employee of the Company in relation to their employment (or threaten to do any of the foregoing) based upon any lawful action taken by or on behalf of that employee (i) with respect to the good faith reporting of complaints or concerns under these procedures, seeking advice with respect to such reporting, or indicating a good faith intent to make such a report, (ii) in co-operating with or participating in an internal investigation of a report pursuant to these procedures, (iii) in providing information, causing information to be provided, or otherwise assisting in an investigation regarding any conduct which the employee reasonably believes constitutes criminal conduct or a violation of applicable laws, where the information or assistance is provided to or the investigation is conducted by a regulatory, legislative or law enforcement authority, or (iv) in filing, causing to be filed, testifying, participating in, or otherwise assisting in a proceeding filed or about to be filed relating to alleged criminal conduct or an alleged violation of applicable laws.
Any act of retaliation should be reported immediately to any member of the Committee or the Compliance Officer. An employee, officer or director who retaliates against a person who has reported a violation in good faith is subject to discipline up to and including dismissal.
8. Retention of Reports
The Committee will retain as part of the records of the Committee any Submissions under this Policy (including any reprisals as required by applicable law), tracking their receipt, investigation and resolution, for a period of at least six years.
9. Acting in Good Faith
Persons filing a Submission under this Policy should be acting in good faith and have an honest belief that the Submission is well-founded, including a reasonable factual or other basis. Any Submissions based on allegations that are without basis, cannot be substantiated or that are proven to be intentionally misleading or malicious will be viewed as a serious offense, which may result in disciplinary action, up to and including dismissal for cause.
10. Review of Policy
The Committee shall review this Policy on a periodic basis to determine whether the procedures established under this Policy operate effectively in respect of the receipt, retention and treatment of reports and in providing a confidential and anonymous procedure as may be required by applicable laws.
The Board may, from time to time, permit departures from the terms hereof, either prospectively or retrospectively, and no provision contained herein is intended to give rise to civil liability to shareholders, competitors, employees or other persons, or to any other liability against the Company.
Should you have any questions or wish additional information regarding this Policy please contact: James Crichton, Vice President, CFO and Secretary at (416) 299-4000, ext. 264