Code of Conduct
Code of Ethics and Code of Conduct Guidelines
For DIRECTORS, Officers, Employees and Agents
(collectively, “the parties”)
For the Balancing Pool’s excellent reputation in the business community to be maintained, all dealings on the Balancing Pool’s behalf must reflect high standards of ethical behavior. In particular, specific guidelines of the Balancing Pool’s Code of Ethics and Code Conduct Guidelines (the “Code”) must be adhered to. The recommendations set forth in the Code are a multilateral framework of standards and principles on responsible business conduct.
The Balancing Pool periodically checks our business activities to test conformance with our Code. This process requires that all Balancing Pool directors, officers, employees and (if applicable) agents complete annually a Certificate of Compliance regarding the Code.
CODE OF ETHICS
The Balancing Pool follows the highest standard of ethical conduct at all times. Every director, officer and employee is expected to behave on and off the job in a manner consistent with this philosophy and in a way that reflects well on the Balancing Pool. Individuals shall protect the Balancing Pool’s good name, the privacy of their clients, director and colleagues and the value of the Balancing Pool’s intellectual and physical property at all times. Individuals shall deal with others professionally and honestly. This applies to dealings with any individual or group of individuals or organization within or outside the Balancing Pool.
CODE OF CONDUCT
A. Respect in the Workplace
The Balancing Pool recognizes a shared responsibility on behalf of all directors, officers and employees to exercise the basic principles of respect and dignity in all working relationships. The Balancing Pool enforces a policy of zero tolerance for demeaning, offensive, harassing or discriminatory behavior. The Balancing Pool complies with the applicable human rights legislation in the places where it carries on business. All directors, officers and employees are responsible for ensuring a safe, respectful and secure working environment for all.
B. Health and Safety
The Balancing Pool is committed to providing a safe and healthy working environment and protecting the public interest with standards and programs that meet or exceed industry standards and applicable government codes, standards and regulations in all jurisdictions where it carries on business.
The Balancing Pool holds personal information about employees and other individuals and in doing so, recognizes the need to balance the rights of individuals to have their personal information protected and the need of an organization to collect, use and disclose information for purposes authorized under the applicable privacy legislation. The Balancing Pool is aware of its obligations under the legislation and has adopted a policy which sets forth its responsibilities in ensuring this balance. All directors, officers and employees are responsible for ensuring that they are familiar with the policy and that they respect each other’s right to privacy.
D. Compliance with Laws
All parties bound by the Code must comply with all applicable laws, rules and regulations of the areas in which the Balancing Pool operates and must comply with the requirements of regulatory authorities.
A party bound by the Code who is in doubt as to the legality of a proposed course of action or an action already taken should discuss the activity with the CEO of the Balancing Pool, or the Chair of the Balancing Pool.
A party bound by the Code should not conduct business with contractors who subscribe to unlawful or unethical business practices.
Business partners and suppliers are expected to conduct their business with the Balancing Pool in accordance with applicable laws, rules and regulations.
Violations or potential violations of laws, rules and regulations must be reported to the CEO of the Balancing Pool or the Chair of the Balancing Pool. The Balancing Pool will not allow any retaliation against any party for making such a report in good faith.
E. Integrity in Business Dealings
Every party bound by the Code in exercising his/her powers and discharging his/her duties shall:
- Act honestly, in good faith and with a view to the best interests of the Balancing Pool;
- Exercise powers properly for the purposes for which they were conferred;
- Avoid conflicts of interest (also see below);
- Not fetter the future exercise of directors’ powers;
- Exercise care and diligence;
- Facilitate the Balancing Pool’s proper maintenance of all records and reports as required.
Unlawful or unethical behaviour in the Balancing Pool’s workforce is not tolerated, including giving or accepting any material gift to or from an outside company or individual. Situations where judgment might be influenced or appears to be influenced by improper considerations must be avoided. The Balancing Pool does not allow the acceptance or giving of these gifts, favours, personal advantages, services, payments, loans or benefits of any kind, other than those of nominal value that can be made as a generally accepted business practice. If there is any doubt in specific cases, written approval from either the CEO of the Balancing Pool or the Chair of the Balancing Pool should be requested.
G. Questionable or Improper Payments
No party bound by the Code may, in the context of his or her appointment as a director, officer or engagement as an employee or agent, receive any payment that is not for the direct and exclusive benefit of the Balancing Pool.
All business transactions that a party bound by the Code has participated in must be properly authorized, properly recorded and supported by accurate documentation in reasonable detail.
No information may be concealed from the Balancing Pool’s external auditors, the CEO, or the directors. Fraudulently influencing, coercing, manipulating or misleading an external auditor who is auditing the Balancing Pool is prohibited.
I. Insider Trading
It is illegal under Canadian securities and criminal laws for any person to buy or sell securities of a publicly traded company if they are aware of any material information concerning the company that has not been generally disclosed. This is commonly referred to as insider trading.
It is also illegal under Canadian securities and criminal laws for any person who is aware of any material information concerning a public company that has not been generally disclosed to inform any other person of the information (unless it is necessary to do so in the course of the business) or recommend that any other person buy or sell any securities of the company. This is commonly referred to as tipping.
Information is material if it could be expected to have a significant effect on the market price or value of any of the securities of the company in question. Both positive and negative information may be material. Information will only be considered to have been generally disclosed if a press release containing all of the information has been issued by the company and the shares of the company have traded on the applicable stock exchange for one full business day after the press release was issued.
From time to time the Balancing Pool will be involved in commercial matters with companies that have the potential to represent material undisclosed information for those companies, for example a PPA termination or a force majeure dispute where the outcome could trigger significant Availability Incentive or Capacity Payments.
The CEO will maintain an up-to-date list of companies where the Balancing Pool has knowledge of material undisclosed information (“the blacklist”). Buying or selling of securities in any company on the blacklist, or making a recommendation to any other person to buy or sell such securities, is expressly forbidden to parties bound by the Balancing Pool Code. The current blacklist is attached as Appendix A to this Code.
In the event that a new company is added to the blacklist, and a party bound by the Balancing Pool Code currently holds and/or controls $10,000 or more in securities in that company, that party shall promptly disclose these holdings to the CEO. Trading of blacklisted securities is prohibited without prior authorization by the CEO.
Insider trading and tipping are serious offences and parties bound by the Code must always comply with the laws against these activities. Regardless of whether or not the securities of a company are on the blacklist, any party bound by the Balancing Pool Code that is in possession of material undisclosed information concerning any company is expressly prohibited from buying or selling securities of that company, advising others to buy or sell securities of that company or advising others of the undisclosed material information (unless it is necessary to do so in the course of business).
J. Other Conflicts of Interest
Other than restrictions on trading in securities as outlined above, a “conflict of interest” occurs when your private interest interferes, or even appears to interfere, in any way with the interests of the Balancing Pool as a whole. A conflict situation may arise when you take actions or have interests that may make it difficult to perform Balancing Pool work objectively and effectively. It is also a conflict if outside activities affect your judgment to act in the best interest of Balancing Pool customers.
Types of activities that should be reported as a potential conflict of interest include such things as:
- receipt of a personal benefit including a loan or guarantee of obligation from the Balancing Pool as a result of your position within the Balancing Pool;
- having a business outside the Balancing Pool which could put you in direct or indirect competition with the Balancing Pool or others who have a contract with the Balancing Pool;
- directly or indirectly reporting to or supervising a direct relative at the Balancing Pool; and
- having any family or other personal relationship with another Balancing Pool employee which could create the perception of a conflict of interest.
Parties bound by the Code should disclose and report, in writing, any actual or potential conflicts of interest to the CEO of the Balancing Pool or the Chair of the Balancing Pool, as the case may be, as soon as the conflict or potential conflict becomes known or becomes apparent. Upon review, the person so disclosing may be asked to respond to any concerns raised. Any understandings or agreements reached as a result of discussions with the CEO of the Balancing Pool or Chair of the Balancing Pool, as the case may be, will be put in writing in an acknowledgement letter to the person so disclosing, together with a copy of the original written disclosure report. It is the responsibility of the person so disclosing to keep the information reported up-to-date by submitting a new disclosure statement as necessary from time to time.
Directors of the Balancing Pool Board should address any real or possible conflicts of interest with the Balancing Pool’s Chair. It is the responsibility of every director to keep relevant information up-to-date by submitting new disclosure statements to the Chair. A director of the Balancing Pool may contact the Chair on a confidential basis regarding questions or concerns about these guidelines or submitting a disclosure report or statement.
K. Incident Reporting
If an employee believes that some other individual or group of individuals is acting in an illegal or unethical manner, it is expected that the employee will report such an action. The Balancing Pool is committed to treating such allegations seriously and confidentially and all such allegations will be investigated confidentially and dealt with expeditiously. The Balancing Pool values the help of employees who identify possible misconduct. Employees and in particular leaders are strictly prohibited from taking retribution against another employee who reports a violation in good faith. Acting in “good faith” means that, to the best of one’s knowledge, the report being made is honest and complete. It is a violation of this Code to make false accusations or reports.
Balancing Pool employees who wish to make a report can refer to the Complaint Policy for details.
L. Protecting Assets
Balancing Pool directors, officers and employees have a collective responsibility to protect the corporate assets from fraud and theft and ensure records are accurate, timely and complete. Transactions with third parties are to be recorded in writing. Information is a key asset of the Balancing Pool so directors, officers and employees are required to safeguard proprietary and confidential information as well as proprietary information that has been entrusted to the Balancing Pool by others.
M. Communication Devices
Balancing Pool communication resources (phone systems, faxes, computer and computer devices) are to be used for business purposes with incidental personal use permitted provided such use does not negatively impact productivity, compromise system capacity or contravene applicable law or any Balancing Pool policy. Such resources are not to be used for improper or illegal activities such as the communication of defamatory, obscene or demeaning material, hate literature, inappropriate blogging, texting or obtaining illegal software or files. All of the communication resources owned by Balancing Pool are monitored and audited for proper usage.
N. Observance of the Code of Ethics and Code of Conduct Guidelines
All parties bound by the Code are personally accountable for learning, endorsing and promoting the Code and applying it to their own conduct and field of work. All parties bound by the Code will be asked to review the Code and confirm on a regular basis, through written or electronic declaration, that they understand their individual responsibilities and will conform to the requirements of the Code.
Contractors and consultants are expected to develop and enforce policies and/or practices that are consistent with the Code that will apply to their staff providing services for or on behalf of the Balancing Pool.
Employees, independent consultants or contractors with questions about the Code or specific situations are encouraged to refer the matter to their supervisor or the persons listed in any referenced policy or practice, as applicable. Directors and officers with questions about the Code or specific situations are encouraged to refer the matter to the CEO of the Balancing Pool or the Chair of the Balancing Pool or the persons listed in any referenced policy or practice, as applicable.
O. Waivers and Amendments
Waivers of the Code for employees, contractors and consultants may be granted only by the Chair of the Balancing Pool. Any waiver of the Code for officers or directors may only be made by the Board through a resolution of the Board.