1. Scope
For the purposes of this policy, “Precision” includes Precision Drilling Corporation and all its related, affiliated and subsidiary entities. Every director, officer and employee of Precision (each, a “Precision Person” or collectively “Precision People”) has the responsibility to obey the law and act ethically.
This Code has been adopted by the Board of Directors of the Corporation and extends to every Precision Person, including full-time, part-time and temporary employees and contractors of Precision.
2. Purpose
Precision is committed to maintain a high standard of good conduct and ethical behavior as it carries out its business. This Code affirms that commitment, with the goals of sensitizing you to significant legal and ethical issues that arise in our business, providing guidance on appropriate behavior and identifying mechanisms available to support you, including reporting illegal or unethical conduct.
Accordingly, the following principles for good conduct and ethical behavior have been adopted.
- 1. Responsibility Under the Law
- 2. Responsibility to Precision
- 3. Responsibility to Shareholders
- 4. Responsibility to Colleagues
- 5. Responsibility to Business Partners
- 6. Responsibility to Report Violations
There may be occasions where you are confronted by circumstances not covered by policy or procedure and where you must make a judgment as to the appropriate course of action. In such cases, please approach your supervisor, a member of the human resources department, the General Counsel or any member of senior management for guidance on proper conduct.
Precision’s specific policies and procedures provide further detail in support of this Code. Refer to them for further guidance on particular topics.
3. Personal Accountability
Each Precision Person will be provided with a copy of this Code and will be required to comply as a term of office or employment. Conduct that violates this Code may also violate federal, provincial or state law and can subject both Precision and that Precision Person to prosecution and legal sanctions. Further, a Precision Person who violates this Code may face disciplinary action up to and including termination of their employment with Precision for just cause without notice or payment in lieu of notice.
4. Responsibility Under the Law
Each Precision Person will conduct the business of Precision in compliance with laws, rules, regulations and other legal requirements applicable wherever Precision is carrying on business. Precision’s policies and procedures are designed to ensure compliance with the law, whether in Canada, the United States or in other countries around the world where Precision may operate. We acknowledge our obligation to be informed and seek clarification of local laws and regulations in jurisdictions in which Precision operates.
Anti-Corruption Laws and Foreign Corrupt Practices Act (“FCPA”)
Precision and each Precision Person will comply with all anti-corruption laws, including the Canadian Corruption of Foreign Public Officials Act , the U.S. Foreign Corrupt Practices Act and similar legislation applicable to the jurisdiction where Precision may be operating. This law can be complicated and result in serious and adverse enforcement proceedings, including criminal charges, against Precision and individuals directly involved if violated. If you are in doubt about whether a particular practice may violate such law, you should contact the Country Manager, General Counsel or a member of senior management for guidance on proper conduct. Precision also has a specific policy regarding anti-corruption and FCPA matters. These laws generally forbid bribes, which is very broadly defined, to government officials or their representatives. While the law allows exceptions for “facilitating payments”, to expedite routine government approvals, and modest business entertainment, such as business lunches, most payments and gifts are not allowed. Please consult with the Country Manager, General Counsel or a member of senior management before you make or authorize a payment to a government official, including an employee of a national oil company. The FCPA also requires the Company to keep accurate and detailed books reflecting its foreign transactions. Please consult Precision’s General Counsel, Chief Accounting Officer or Chief Financial Officer if you are concerned that Precision’s books do not accurately reflect its transactions Precision requires FCPA and anti-corruption compliance training for all Precision People whose job responsibilities require them to have a more thorough understanding of these risks. This training is coordinated by Audit Services and the Legal Department.
Sanctions Compliance
Precision requires compliance with applicable U.S. Department of Treasury laws and regulations (Country Sanction Programs) which prohibit virtually all trade and economic commercial transactions with persons or entities in Cuba, Iran, Syria, North Korea, Sudan and Burma and also impose restrictions on doing business with certain other persons or entities. Precision has a Sanctions Policy with further information.
Political Activities
Precision’s financial support to political organizations requires the express approval of the President and Chief Executive Officer. A Precision Person engaging in personal political activities must do so in their own right and not on behalf of Precision. Lobbying on behalf of the interests of Precision is permissible but highly regulated by law. Please ensure the General Counsel is aware of communications with government officials (which includes elected officials and their bureaucratic staff) on Precision matters. This does not extend to dealing with regulators on ordinary course matters, such as ERCB, OSHA, BLM or DFO.
5. Responsibility to Precision
A Precision Person shall not engage in any outside business or activity that is detrimental to Precision. Each Precision Person is expected to spend their full time and attention performing their jobs during normal business hours or as contracted.
Conflict of Interest
Business decisions and actions on behalf of Precision must never be influenced by personal considerations or personal relationships. A “conflict of interest” exists when a person’s individual interests interfere with or conflict in any way with the interests of Precision.
Conflict situations may arise when a Precision Person takes an action or has an interest which makes it difficult to objectively and effectively perform their duties. Precision property, information or position within the company may not be used to create personal or family benefit. Loans to, or guarantees of obligations of, such persons are likely to pose conflicts of interest, as are transactions of any kind between Precision and any other organization in which a Precision Person or members of their families have an interest.
Each Precision Person must avoid any arrangement or circumstance, including family or personal relationships that may compromise their ability to act in the best interest of Precision. These situations may or may not present an actual conflict, but must be carefully reviewed. For example, if a Precision Person’s job includes responsibilities over a family member, it may be necessary to reassign job duties or authorities to eliminate the potential for a conflict of interest.
Even if there is no actual conflict, the appearance of conflict may pose a problem and needs to be avoided. You must promptly disclose all potential conflicts of interest, including those where even an appearance of a conflict may exist, to your supervisor. Each Precision Person will also be requested periodically to certify that you are not involved in any potential or actual conflict situations through the Code of Conduct Disclosure form process.
It is not always easy to determine whether a conflict of interest exists, so any potential conflict of interest must be reported immediately to your supervisor, a member of the Audit Services group, the General Counsel or through the anonymous confidential phone line – EthicsPoint described below. Discussion and disclosure are the best ways to protect against and deal with potential conflict situations before they arise.
Outside Directorships
A Precision Person shall not serve as a director, officer, partner, consultant or any other role in any unaffiliated profit-making organization if that entity competes with or provides goods or services to Precision, without Precision’s prior consent. Please advise the General Counsel prior to accepting such a role so the potential conflict can be properly assessed.
Gifts and Entertainment
A Precision Person must be prudent in offering or accepting gifts (including tickets to sporting, recreational or other events) to or from a person or entity with which Precision does or seeks to do business. The value of gifts should be nominal, both with respect to frequency and amount. Gifts that are repetitive (no matter how small) may be perceived as an attempt to create an obligation to the giver and are therefore inappropriate. Likewise, business entertainment should be moderately scaled and intended only to facilitate business goals. If, for example, tickets to a sporting or cultural event are offered, then the person offering the tickets should plan to attend the event as well. Use good judgment. “Everyone else does it” is not sufficient justification. If you are having difficulty determining whether a specific gift or entertainment item lies within the bounds of acceptable business practice, ask yourself: Is it legal? Is it clearly business related? Is it moderate, reasonable and in good taste? Would public disclosure embarrass Precision? Is there any pressure to reciprocate or grant special favors?
Corporate Opportunities
Each Precision Person owes a duty to advance Precision’s legitimate interests whenever an opportunity arises and should never attempt to become involved in a business that may compete with Precision nor attempt to acquire an interest in a business or other assets in which Precision might reasonably be expected to have an interest, without first offering the opportunity to Precision. Neither a Precision Person nor their families (including spouses, children or spouse equivalents residing together) shall own, control or direct a material financial interest in a supplier, contractor or competitor of Precision or in any business enterprise, which does or seeks to do business with Precision.
Confidential Information
Confidential Information is one of Precision’s most valuable corporate assets. Confidential information includes all non-public information that may be of use to competitors or harmful to Precision or its customers or a Precision Person if disclosed. It includes information deemed to be proprietary to Precision, whether patented or not. It also includes information that suppliers and customers have entrusted to Precision. Each Precision Person shall maintain the confidentiality of information entrusted to them except in circumstances where disclosure is authorized or legally mandated. Confidential information shall not be used for personal gain. Person who leaves Precision has an ongoing obligation to keep such information confidential. Each Precision Person shall adhere to Precision’s Disclosure Policy and Insider Trading Policy.
Protection and Proper Use of Precision’s Assets
Each Precision Person shall ensure that Precision’s assets are protected and properly and efficiently used for legitimate business purposes. Precision’s resources include company time, materials, supplies, equipment, information, electronic mail and computer systems. These resources are generally only to be used for Precision-specific purposes.
Each Precision Person shall protect Precision’s assets. Precision’s managers are specifically responsible for establishing and maintaining appropriate internal controls to safeguard Precision’s assets against loss from unauthorized or improper use or disposition.
Use of Internet and Email
Precision’s computer networks and information resources include electronic mail and messaging systems, internal Intranet and the public Internet. Precision’s computer resources and networks are provided for company-related business purposes. Excessive personal use is inappropriate. Use of Precision’s computer resources to view, retrieve or send sexually-related or pornographic messages or material; violent or hate-related messages or material; bigoted, racist or other offensive messages or other messages or material related to illegal activities is strictly prohibited. Each Precision Person shall adhere to the Information Systems Policies and Procedures. In protecting Precision’s resources, Precision reserves the right to periodically monitor access to and the content of Precision’s computer systems and networks. A Precision Person should not assume they have any right to privacy of electronic data residing on Precision’s computer resources.
Use of Precision’s Name
A Precision Person must not use their employment status to obtain personal gain from those doing or seeking to do business with Precision. Employees may not use Precision’s name or purchasing power to obtain personal discounts or rebates unless the discounts are made available to each Precision Person.
Patents and Inventions
Inventions, discoveries and copyright material, made or developed by employees in the course of, and relating to, their employment with Precision are the property of Precision unless a written release is obtained or covered by contract.
Business Records and Communications
Precision is responsible for the integrity of the reports, records and communications we create or maintain for Precision. All entries in the books, records and documents of Precision must be accurate with no false or misleading entries, including financial reports, sales reports, expense reports, time sheets and other similar reports. Documents, records or objects must not be altered, distorted, concealed or destroyed other than in accordance with a formal Records Management Program issued by Precision from time to time.
Reporting Integrity
No false, artificial or misleading entries in the books, records and documents of Precision shall be knowingly made for any reason and no Precision Person shall engage in any arrangement that results in such prohibited acts. All periodic reports filed by Precision shall be in accordance with Precision’s Disclosure Policy, and will include full, fair, accurate, timely and understandable disclosure.
6. Responsibility to Shareholders
Public Disclosure
As a public company, it is critical that Precision’s filings and submissions with the appropriate securities regulatory authorities and other public communications be full, fair, accurate, timely and understandable. All periodic reports filed by Precision shall be in accordance with Precision’s Disclosure Policy, and will include full, fair, accurate, timely and understandable disclosure.
Insider Trading
Precision’s shares and other securities are publicly traded and the market prices are based on public knowledge of Precision. Investors could gain an unfair advantage through material non-public information that might affect their decisions to buy and sell. Trading on, or “tipping” others about material non-public information about Precision or the companies we do business with could result in serious civil and criminal penalties for individuals a Precision. You must also abide by Precision’s Insider Trading Policy. Seek advice from Precision’s General Counsel if you are unsure.
7. Responsibility to Colleagues
Providing a safe, orderly and tolerant work environment is the responsibility of each Precision Person.
Workplace Conduct
Discrimination or harassment against any individual with respect to race, religion, age, gender (including pregnancy and childbirth), marital status, family status, sexual orientation, national or ethnic origin will not be tolerated.
Workplace Safety
Precision is committed to a safe and healthy workplace and believes it is a joint responsibility of Precision and each Precision Person. Each Precision Person is responsible for taking all reasonable and necessary precautions to ensure their own safety as well as that of their colleagues. Precision must comply with all applicable safety laws and policies and procedures to ensure the safety of our workplace at all times.
8. Responsibility to Business Partners
Ethical behavior requires the observance of reasonable commercial standards of fair dealing. Each Precision Person should endeavor to deal fairly with Precision’s customers, suppliers, competitors, employees and stakeholders. No Precision Person will take unfair advantage of anyone through illegal conduct or act in a manner that is dishonest or outside reasonable commercial standards of fair dealing.
External Business Practices
Precision will not look favourably on suppliers that have a history of violating the law, including employment and safety laws. External business partners that knowingly seek to have a Precision Person violate our Code of Conduct will be subject to appropriate sanctions, including the possible cancellation of all current and future contracts and arrangements.
Purchasing Practices
Each Precision Person must base all purchasing decisions on the value realized by Precision and alignment with our business standards and goals. Important considerations in purchasing decisions including competitive bidding, incentive-based contracts, quality verification, confirming the legal and financial condition of the potential supplier and avoiding personal conflicts of interest. Precision expects any purchasing arrangement or agreement to be properly documented.
9. Responsibility to Report Violations.
Each Precision Person is encouraged to promote ethical behavior in things they do and to ensure a healthy, ethical workplace. Violations of laws, rules, regulations or this Code are to be reported.
How to Raise a Concern
If a Precision Person becomes aware of a breach or possible breach of applicable laws, rules or regulations or of this Code, they are expected to report such breach.
In the case of an employee, the report should be made to the employee’s immediate supervisor, if appropriate. If the reporting person is of the view that it would be more appropriate under the circumstances to take the breach or possible breach of this Code or other laws, rules or regulations to higher levels, due to either the nature of the breach or if earlier reports through normal channels have not been acted upon, then that person may directly contact a member of the Audit Services group, the General Counsel or the Audit Committee of the Board through the anonymous confidential phone line – EthicsPoint to report suspected illegal or improper activities within Precision. A caller need not identify themselves.
To access the EthicsPoint and have messages delivered directly to the Audit Committee; a Precision Person can use any of the following methods:
- You can speak to a EthicsPoint agent by calling 1-866-292-8632, they are available 365 days per year, 24 hours a day to take your information and report, or
- You can go on-line directly to www.precisiondrilling.com and click on the EthicsPoint link at the bottom of the home page. The secure web application will ask you general questions about your concern.
Encouraging the Reporting of Any Illegal or Unethical Behavior
Each Precision Person is encouraged to promote ethical behavior in things they do and to ensure a healthy, ethical workplace. Violations of laws, rules, regulations or this Code are to be reported.
Officers and management of Precision shall not retaliate against any Precision Person who reports in good faith on any matter which is in contravention of this Code. Precision’s directors will not knowingly allow any retaliation by officers or management in respect of reports made in good faith by any Precision Person.
Waivers
Any Precision Person whose conduct or actions have failed to meet or whose conduct or actions may not meet the principles and standards set out in this Code must immediately report such failure to their supervisor, Audit Services, the General Counsel or through the anonymous confidential phone line – EthicsPoint described above. If the reporting contains a request for a waiver of such conduct, that request shall be reviewed by management and may require approval by the Audit Committee. In the event of a failure to comply with this policy, the Audit Committee shall examine the circumstances related to the failure and make an appropriate recommendation to the Board of Directors of the Corporation, as the case may be. Precision will promptly disclose waivers of this Code as required by applicable law or the rules of any stock exchange on which the shares of the Corporation are listed for trading.
Any waiver, exception or change to this policy for the benefit of any Precision Person must be in writing and sign by the President and Chief Executive Officer, unless the exception or change is for the benefit of any, director or officer, in with case it must be in writing and granted by the Board of Directors only.
No single document can list or anticipate every question or business practice. Precision’s core values and the direction provided by this Code of Conduct form the foundation for good business decisions every Precision Person is entrusted to make. Guide your decisions with these principles in mind.
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