Code Of Business Conduct And Ethics
Accuracy of Company Records and Reporting
Honest and accurate recording and reporting of information is critical to our ability to make responsible business decisions. The Company’s production and accounting records are relied upon to produce reports for the Company’s management, unitholders, creditors, government agencies and others. Our financial statements and the books and records on which they are based must accurately reflect all corporate transactions and conform to all legal and accounting requirements and our system of internal controls.
All employees have a responsibility to ensure the accuracy and completeness of records, reports and communications and the appropriateness of classification of transactions as to accounts, departments or accounting periods. All transactions must be supported by the appropriate documentation and comply strictly with prescribed accounting policies, audit procedures and other such controls. We will never destroy or alter documents or records so as to hide the documents or our actions.
The Company believes in open access for its auditors and independent engineers to all of its documents and records and full and open communication with its auditors and independent engineers with respect to their engagement.
Business records and communications often become public through legal or regulatory investigations or the media. This applies to e-mail, voice mail or memos and hence employees should avoid recording inappropriate notes or comments that would embarrass them or the Company should they be made public.
Conflicts of Interest
As employees we must never let our personal interests interfere with, or appear to interfere in any way with, the interests of the Company and/or our ability to perform our work effectively. The ability to make objective business decisions can be compromised if employees have personal interests that conflict with the Company’s interests. Conflicts 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 the Company. Loans to, or guarantees of obligations of, such persons are likely to pose conflicts of interest, as are transactions of any kind between the Company and any other organization in which you or a family member have an interest.
Employees, officers and directors are prohibited from taking for themselves opportunities that arise through the use of corporate property, information or position and from using corporate property, information or position for personal gain.
The Company is engaged in the oil and gas business. In general, the private investment activities of employees, directors and officers are not prohibited, however, should an existing investment pose a potential conflict of interest the potential conflict should be disclosed to the President or the Board of Directors. Any other activities of employees which pose a potential conflict of interest should also be disclosed to the President or the Board of Directors. Any such potential conflicts of interests will be dealt with openly with full disclosure of the nature and extent of the potential conflicts of interests with the Company.
It is acknowledged that employees, officers and directors may be directors or officers of other entities engaged in the oil and gas business, and that such entities may compete directly or indirectly with the Company. Passive investments in public or private entities of less than one per cent of the outstanding shares will not be viewed as “competing” with the Company. Any director, officer or employee of the Company which is a director or officer of any entity engaged in the oil and gas business shall disclose such occurrence to the Board of Directors. Any director, officer or employee of the Company who is actively engaged in the management of, or who owns an investment of one per cent or more of the outstanding shares, in public or private entities shall disclose such holding to the Board of Directors. In the event that any circumstance should arise as a result of such positions or investments being held or otherwise which in the opinion of the Board of Directors constitutes a conflict of interest which reasonably affects such person's ability to act with a view to the best interests of the Company, the Board of Directors will take such actions as are reasonably required to resolve such matters with a view to the best interests of the Company. Such actions, without limitation, may include excluding such directors, officers or employees from certain information or activities of the Company.
Confidentiality
In the normal course of our business, employees may become aware of confidential information. Confidential information includes non-public information of a proprietary, technical, business, or financial nature. Confidential information may be our own or may be information from partners, or business associates. In all cases, employees must not disclose confidential information to any person outside of the Company unless authorized to do so and must take reasonable care to protect confidential information from theft or unauthorized access. Employees are obligated to preserve the confidentiality of information entrusted to them even after they leave the Company, except when disclosure is authorized or legally mandated.
Privacy
In conducting our business, the Company needs to maintain records and information about its employees, contractors, vendors, landowners, unitholders and other business associates. We value and respect the rights of these individuals to personal privacy. We collect and use only information that is necessary for us to administer our business effectively, efficiently and in a safe and reliable fashion. This information is only for the appropriate internal use of the Company and will not be shared or used for other purposes unless permitted or required by law.
Insider Trading
The market price of ARC Energy Trust’s units is based on public knowledge about our results and prospects. The markets rely on all participants having equal access to all public information. As employees, from time-to-time, we have material knowledge about our Company or another company that we do business with, that has not yet been disclosed to the general public. Insider trading legislation prohibits individuals from trading on this information, or providing this information to others.
Protection and Proper Use of Company Assets
We are each entrusted with Company assets that we must protect from loss, damage, misuse or theft. The Company’s assets may only be used for legitimate business purposes and may never be used for illegal purposes.
The obligation to protect Company assets is not limited to physical assets but extends to proprietary information. Proprietary information includes any information that is not generally known to the public, would be helpful to our competitors, or harmful to our competitive positions.