HEALTH, WELLNESS, SAFETY AND ENVIRONMENTAL POLICY
SDP is a private company in the business of providing Management Consulting, Engineering, and Mining Services in support of effective Resource Management.
We are committed to operate our business with a focus on the Health, Wellness, and Safety of our employees, Contractors, visitors, and surrounding community. SDP is equally committed to the prevention of pollution, safeguard the natural environment and endeavour to minimize the impact of our business decisions, activities, and actions on the environment.
SDP Senior Management will promote and foster the highest standards in Health, Safety and Environmental Preservation and Protection by establishing, implementing, and maintaining a comprehensive Management System, every manager shall be responsible for ensuring adequate resources are made available to achieve this policy. The policy shall be communicated to all levels of the organization, and every employee will be encouraged to support, and be fully committed to its implementation.
SDP is committed to:
Comply with established HSE management systems and all legal and other applicable requirements
Prevention of occupational injury, ill health and safeguard our employees, Contractors, Visitors, Clients, and the communities in which we work.
Identify all Occupational Health, Safety and Environmental hazards. Evaluate the associated risks, implement and monitor controls and programs to minimize risk to “as low as reasonably practicable” (ALARP) level to safeguard our workforce, contractors, visitors and the community.
Mitigate all deficiencies identified through audits, inspections, visits and incident investigations as well as other sources in a timely manner.
Set objectives and measure the Occupational Health and Safety and Environmental Performance.
Hold all levels of Management, Supervisors, and employees in the line function accountable for HSE Performance.
All employees will receive appropriate safety induction training that will include the standard induction program, making them aware of their statutory duties, the emergency procedures and an explanation of the Company policy.
Periodically review the effectiveness and performance of the HSE management system and the continued suitability of this policy.
Monitoring, evaluating and reporting HSE performance to identify the opportunities for continuous improvement.
All the Sub-Contractors to manage HSE in line with this policy and comply with the requirements of the company HSE Management System.
CODE OF BUSINESS CONDUCT AND ETHICS
Signal Delta Pars (SDP) requires the highest standards of professional and ethical conduct from our directors, officers and employees. Our reputation among our shareholders for honesty and integrity is key to the success of our business. No employee will be permitted to achieve results through violations of laws or regulations, or through unethical dealings.
We intend that the Corporation’s business practices will be compatible with the economic and social priorities of each location in which we operate. Although customs vary from country to country and standards of ethics may vary in different business environments, honesty and integrity must always characterize our business activity.
This Code reflects our commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all employees are expected to comply. Please read this Code carefully. All employees and consultants shall review this Code of Business Conduct and Ethics upon commencing employment with the Corporation, and sign a certification statement indicating that the employee has read, understands and agrees with the terms and conditions of this Code of Business Conduct and Ethics. A copy of the certification statement will be provided to you in that regard.
In addition to following this Code in all aspects of your business activities, you are expected to seek guidance in any case where there is a question about compliance with both the letter and spirit of our policies and applicable laws. This Code sets forth general principles and does not supersede the specific policies and procedures that are covered in the specific policies statements. Violation of these policies may result in disciplinary actions up to and including discharge from the Corporation.
Your cooperation is necessary to the continued success of our business and the cultivation and maintenance of our reputation as a good corporate citizen.
CONFLICTS OF INTEREST
A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, in any way with the interests of the Corporation. A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform his or her work effectively. Conflicts of interest 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 Corporation. Loans to, or guarantees of obligations of, such persons are likely to pose conflicts of interest, as are transactions of any kind between the Corporation and any other organization in which you or any member of your family have an interest.
While it is not possible to list every circumstance, which may give rise to a conflict of interest, the following are considered to be conflicts of interest and are to be used as a guide to consider what other types of activity are or may also create conflicts of interest:
An employee/consultant shall refrain from:
serving as director, officer, or consultant of any outside concern which does business with, or is a direct competitor of the Corporation, except with the written consent of the Corporation; giving preferred treatment to a relative, friend or acquaintance in the hiring, assessment of performance, career progression, or compensation of such person; disclosing to unauthorized persons or using for personal benefit or advantage any of the Corporation’s information, data, or records of a confidential nature which is not otherwise generally available to the public from the Corporation or non-Corporation sources; competing with the Corporation either directly or indirectly during active employment, unless stated otherwise in an employment contract; reserving for oneself or diverting elsewhere a business opportunity that belongs to, has been developed by or is or would be available to the Corporation or for which the Corporation has been or will be negotiating; soliciting for, acceptance of, or giving a commission, kick-back, gift or any other fee or payment for the direct or indirect benefit of the employee/consultant or any other person or corporation; and participating in any transaction involving the interests of the Corporation in which the employee or a close relative (spouse, child, parent, brother, sister, in-law, friend, or close acquaintance) has a personal interest, unless expressly authorized in writing by the Corporation after the relationship has been disclosed.
Except for typical pay cheques and expenses approved by the officers of the company any payments to officers over $10,000 will require a board resolution from two (2) board of directors.
The maximum a loan to officers or directors of SDP permitted is $250,000.
Activities that could give rise to conflicts of interest are prohibited unless specifically approved in advance by the Board of Directors; provided that the foregoing shall not apply to directors of the Corporation acting as directors of other public or private companies who shall comply with the provisions of the Business Corporations Act in respect thereof and shall advise the Chairman of the Board of the holding of such directorships. It is not always easy to determine whether a conflict of interest exists, so any potential conflicts of interests must be reported immediately to senior management.
Employees, officers and directors are prohibited from taking for themselves personally opportunities that arise through the use of corporate property, information or position and from using corporate property, information or position for personal gain. Employees, officers and directors are also prohibited from competing with the Corporation; provided that the foregoing shall not apply to directors solely as a result of them acting as directors or officers of other companies which they do not control.
Employees must maintain the confidentiality of information entrusted to them by the Corporation or that otherwise comes into their possession in the course of their employment, except when disclosure is authorized or legally mandated. The Corporation is in a highly competitive environment with other petroleum companies seeking the advantage of technical ideas or information. Certain records, reports, papers, devices, processes, plans, methods and apparatus of the Corporation, including methods of doing business and information on P&NG rights held, cost information, geological maps, seismic, engineering and information system technologies, etc. are the “intellectual property” of the Corporation and are considered to be strictly confidential. Employees and consultants are not to reveal or use for any personal purpose such confidential information without written consent from the President or Chief Executive Officer or Chief Financial Officer. The obligation to preserve confidential information continues even after you leave the Corporation.
Confidential information includes all non‑public information, and information that suppliers and customers have entrusted to us. Certain information may be released by the Corporation (to comply with securities regulations for example); however, the release of such information is a decision of the Board of Directors and/or senior management. If there is any doubt as to what can or cannot be discussed outside of the Corporation, employees or consultants should err on the side of discretion and not communicate any information. For more specific advice, an immediate supervisor or the Chief Financial Officer should be consulted
PROTECTION AND PROPER USE OF CORPORATION ASSETS
All employees should endeavour to protect the Corporation’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Corporation’s profitability. Any suspected incidents of fraud or theft should be immediately reported for investigation.
Corporation assets, such as funds, products or computers, may only be used for legitimate business purposes or other purposes approved by management. Corporation assets may never be used for illegal purposes.
The obligation to protect Corporation assets includes proprietary and confidential information. Proprietary information includes any information that is not generally known to the public or would be helpful to our competitors. Examples of proprietary information are intellectual property, acquisition and exploration plans and prospects, business and marketing plans and employee information. The obligation to preserve proprietary information continues even after you leave the Corporation.
Insider trading is unethical and illegal. Directors, officer and employees are not allowed to trade in securities of a company while in possession of material non‑public information regarding that company. It is also illegal to “tip” or pass on inside information to any other person who might make an investment decision based on that information or pass the information on further.
Each employee should endeavour to deal fairly with the Corporation’s customers, suppliers, competitors and employees. No employee should take unfair advantage of customers, suppliers, competitors or other employees through illegal conduct, manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair‑dealing practice.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Compliance with both the letter and spirit of all laws, rules, regulations and agreements applicable to our business is critical to our reputation and continued success. All employees, officers, contractors, consultants and directors must respect and obey the laws of the cities, provinces and countries in which we operate and avoid even the appearance of impropriety.
COMPLIANCE WITH ENVIRONMENTAL LAWS
The Corporation is sensitive to the environmental, health and safety consequences of its operations. Accordingly, the Corporation is in strict compliance with all applicable Federal and Provincial environmental laws and regulations. If any employee has any doubt as to the applicability or meaning of a particular environmental, health or safety regulation, he or she should discuss the matter with a member of the Corporation’s senior management.
DISCRIMINATION AND HARASSMENT
We value the diversity of our employees and are committed to providing equal opportunity in all aspects of employment. Abusive, harassing or offensive conduct is unacceptable, whether verbal, physical or visual. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. Employees are encouraged to speak out when a co‑worker’s conduct makes them uncomfortable, and to report harassment when it Occurs.
HEALTH, WELLNESS, SAFETY AND ENVIRONMENT
We are all responsible for maintaining a safe workplace by following safety and health rules and practices. The Corporation is committed to keeping its workplaces free from hazards. Please report any accidents, injuries, unsafe equipment, practices or conditions immediately to a supervisor or other designated person. Threats or acts of violence or physical intimidation are prohibited.
In order to protect the safety of all employees, the environment and third parties, employees must report to work free from the influence of any substance that could prevent them from conducting work activities safely and effectively.
ACCURACY OF CORPORATION RECORDS AND REPORTING
Honest and accurate recording and reporting of information is critical to our ability to make responsible business decisions. The Corporation’s accounting records are relied upon to produce reports for the Corporation’s management, shareholders, creditors, governmental 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 that the Corporation’s accounting records do not contain any false or intentionally misleading entries. We do not permit intentional misclassification of transactions as to accounts, departments or accounting periods. All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period.
Business records and communications often become public through legal or regulatory investigations or the media. We should avoid exaggeration, derogatory remarks, legal conclusions or inappropriate characterizations of people and companies. This applies to communications of all kinds, including email and informal notes or interoffice memos. Records should be retained and destroyed in accordance with appropriate business practices and applicable laws.
USE OF E‑MAIL AND INTERNET SERVICES
E‑Mail systems and Internet services are provided to help us do work. Incidental and occasional personal use is permitted, but never for personal gain or any improper purpose. Also, remember that “flooding” our systems with junk mail and trivia hampers the ability of our systems to handle legitimate company business and is prohibited.
Your messages (including voice mail) and computer information are considered company property and you should not have any expectation of privacy. Unless prohibited by law, the Corporation reserves the right to access your e‑mail communication, and disclose this information as necessary for business purposes. Use good judgment, and do not access, send messages or store any information on your work computer that you would not want to be seen or heard by other individuals.
Violation of these policies may result in disciplinary actions up to and including discharge from the Corporation.
POLITICAL ACTIVITIES AND CONTRIBUTIONS
We respect and support the right of our employees to participate in political activities. However, these activities should not be conducted on Corporation time or involve the use of any Corporation resources. Employees will not be reimbursed for personal political contributions.
We may occasionally express our views on local and national issues that affect our operations. In such cases, Corporation funds and resources may be used, but only when permitted by law and by our strict Corporation guidelines. The Corporation may also make limited contributions to political parties or candidates in jurisdictions where it is legal and customary to do so. The Corporation may pay related administrative and solicitation costs for political action committees formed in accordance with applicable laws and regulations. No employee may make or commit to political contributions on behalf of the Corporation without the approval of the Chief Executive Officer or Chief Financial Officer.
Unlawful or unethical behaviour in the Corporation’s workforce is not tolerated, including soliciting, accepting, or paying bribes or other illicit payments for any purpose. Situations where judgment might be influenced or appears to be influenced by improper considerations must be avoided. Payment or acceptance of any “kickbacks” from a contractor or other external party is prohibited.
PAYMENTS TO OFFICIALS
Employees must comply with all laws prohibiting improper payments to officials.
Although certain types of “facilitation” payments may not be illegal, the Corporation’s policy is to avoid such payments. If any employee finds that adherence to the Corporation’s policy would cause a substantial, adverse effect on operations, that fact should be reported to the Corporation’s senior management which will determine whether an exception may lawfully be authorized. If the facilitating payment is made, such payment must be properly entered and identified on the books of the Corporation and all appropriate disclosures made.
REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOUR
We have a strong commitment to conduct our business in a lawful and ethical manner. Employees are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation and to report violations of laws, rules, regulations or this Code. We prohibit retaliatory action against any employee who, in good faith, reports a possible violation.
DIRECTORS ROLE IN THE CODE OF BUSINESS CONDUCT AND ETHICS
To the extent that management is unable to make a determination as to whether a breach of this Code has taken place, the Board of Directors will review any alleged breach of the Code to determine if a breach has occurred.
Any waiver of this Code for executive officers or directors will be made only by the Board of Directors or a committee of the Board of Directors and conduct by a director or executive officer which constitutes a material departure from this Code may be promptly disclosed if required by law or stock exchange regulation.
This Code cannot, and is not intended to, address all of the situations you may encounter. There will 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 those circumstances, we encourage you to use your common sense, and to contact your supervisor, manager or a member of human resources for guidance.
CODE OF ETHICS FOR SENIOR OFFICERS
This Code of Ethics for Senior Officers is applicable to the Corporation’s senior officers, the Corporation’s principal financial officer and controller or principal accounting officer, or any person performing similar functions.
While we expect honest and ethical conduct in all aspects of the Corporation’s business from all employees, we expect the highest possible standards from our Senior Officers. You are setting an example for other employees and we expect you to foster a culture of transparency, integrity and honesty. Compliance with this Code and the Code of Business Conduct and Ethics is a condition to your employment and any violations will be dealt with severely.
CONFLICTS OF INTEREST
A conflict of interest occurs when your private interests interfere, or appears to interfere, in any way, with the interests of the Corporation as a whole. A conflict situation can arise when you take action or have interests that may make it difficult for you to perform your work effectively. Conflicts of interest also arise when you, or a member of your family, receives improper personal benefits as a result of your position in the Corporation. Loans to, or guarantees of obligations of, any employees, officers, directors or any of their family members are likely to pose conflicts of interest, as are transactions of any kind between the Corporation and any other organization in which you or any member of your family have an interest.
Engaging in any conduct that represents a conflict of interest are prohibited.
As a Senior Officer of the Corporation, it is imperative that you avoid any investment, interest or association which interferes, might interfere, or might be thought to interfere, with your independent exercise of judgment in the Corporation’s best interest. Any potential conflicts of interests must be reported immediately to the Corporation’s Chief Executive Officer.
ACCURATE PERIODIC REPORTS
As you are aware, full, fair, accurate, timely and understandable disclosure in our periodic reports is required by securities regulators and essential to the success of our business. Please exercise the highest standard of care in preparing such reports in accordance with the guidelines set forth below.
All Corporation accounting records, as well as reports produced from those records, must be kept and presented in accordance with the laws of each applicable jurisdiction.
All records must fairly and accurately reflect the transactions or occurrences to which they relate.
All records must fairly and accurately reflect in reasonable detail the Corporation’s assets, liabilities, revenues and expenses.
The Corporation’s accounting records must not contain any false or intentionally misleading entries.
No transactions will be intentionally misclassified as to accounts, departments or accounting periods.
All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period.
No information will be concealed from the internal auditors or the independent auditors.
Compliance with Generally Accepted Accounting Principles and the Corporation’s system of internal accounting controls is required at all times.
COMPLIANCE WITH LAWS
You are expected to comply with both the letter and spirit of all applicable governmental rules and regulations. If you fail to comply with this Code, the Code of Business Conduct and Ethics and applicable laws you will be subject to disciplinary measures, up to and including discharge from the Corporation.