McCoy Corporation (“McCoy” or the “Corporation”) is committed to performing its business activities and operations with integrity and due regard to the public interest and the interest of its shareholders. For McCoy to meet these standards, all employees, contractors, directors and officers (collectively referred to as “employees” unless otherwise noted in this Business Code of Conduct) must make a conscientious effort to maintain a high standard of business ethics and social awareness while conducting their corporate and operating responsibilities.

The following statement does not attempt to address every situation and aspect of the Corporation’s activities in depth. In many instances, the laws and regulations governing these matters are complex and subject to changes. While management undertakes to revise this Business Code of Conduct to reflect changing circumstances, employees are encouraged to discuss specific issues with management to ensure the Corporation’s ethical standards are not compromised.

Conflict of Interest

No employee shall engage in any transaction or activity which could reasonably be perceived as a conflict between the interest of the employee and the interests of the Corporation.

Some specific prohibitions follow:

  1. No employee shall act in the capacity of an officer, director, partner, consultant, employee, or agent or in any similar capacity for a supplier, contractor, subcontractor, customer, competitor, or any other entity with which the Corporation competes or does business.
  2. No employee, either directly or indirectly (for example, through the employee’s family), should have a financial or other interest in any third party carrying on business with McCoy or any of its divisions or subsidiaries, nor are employees allowed to receive any benefit as a result of any transaction with the Corporation. An exception is provided for those situations where an employee has a minor percentage interest in a company whose shares are listed on a stock exchange.
  3. An employee must not participate in any outside activity that either competes directly or indirectly with the Corporation or impedes or appears to impede with the employee’s performance of the employee’s duties and responsibilities to the Corporation.

The list above is not all-inclusive and any employee that believes that the employee may have a personal interest which could be perceived by others to be in conflict with their position with the Corporation shall disclose such interest to the Executive for direction. Directors and officers of McCoy Corporation are required to declare any material conflict or potential conflict of interest, either in writing to the Corporation or to the Board of Directors or by request to have the nature and extent of his or her interest entered in the minutes of the Board meeting. A director having declared such an interest shall abstain from voting on any resolution approving the arrangement. The disclosure requirements for directors and officers are in accordance with the Business Corporations Act (Alberta). Similarly, any related-party transactions must be approved by the non-related directors and appropriately disclosed to the public.

Dealing with Others

McCoy’s business activities are carried out throughout a broad geographical area and with a significant number of third parties. The daily operations of the Corporation therefore require the cooperation and goodwill of various local provincial and federal governments, other authorities and agencies as well as customers. The individuals carrying out the Corporation’s activities must be fair, honest and courteous with due regard to the protection of the interests of all other parties involved.

Doing Business Internationally

The Corporation conducts a significant portion of its business activities in other countries. Employees have an obligation to familiarize themselves about relevant laws and customs in the countries to which they may travel on business. In the event of a contradiction of laws, local jurisdiction and a foreign country, the employee will discuss the situation with the President and Chief Executive Officer for direction.

Employment Practices

McCoy recognizes that our employees are our most important asset and our performance as a Corporation depends on respect for our people. We must provide a work environment in which our employees are encouraged to share information, work as a team, take an active part in reaching our strategic goals and feel a sense of pride in our Corporation.

McCoy is committed to the development, motivation, recognition and empowerment of our employees. It is our policy to offer fair and consistent treatment, an open channel of communication with management, regular performance reviews and a safe work environment.

McCoy maintains an open door policy. This means we care about each other as individuals and practice a policy of open honest two-way communication that encourages freedom of expression, ideas and concerns by employees at all levels of the organization.

Harassment by anyone, on any basis, will not be tolerated, nor will reprisal against anyone who complains of or resists harassment. Supervisors are held responsible for reporting and aiding any investigation alleging harassment.

McCoy encourages employees to meet with their manager or supervisor if they have a specific question, idea, concern, or general comment or with the interpretation of this Business Code of Conduct.

Financial Integrity

Employees of the Corporation are expected to comply at all times with the Corporation’s internal controls, which have been developed in conjunction with generally accepted accounting principles. The Corporation’s books of accounts must fully and accurately account for and report all assets, liabilities and transactions affecting the Corporation. Adequate supporting documentation must accompany all payments made on behalf of the Corporation.

Employees are also expected to provide their full cooperation and disclosure in their communications with both inside and outside auditors. It is the responsibility of the President and Chief Executive Officer to ensure that all issues and concerns raised in internal and external audit reports are resolved promptly and satisfactorily.

The Corporation may engage the services of agents, consultants and others acting on the Corporation’s behalf from time to time. Any payments made to such third parties must correlate directly to services performed, reflect the value of those services, and be accompanied by adequate supporting documentation. Any business dealings between the Corporation and agents, consultants and others acting on its behalf must be conducted with the highest ethical standards.

Gifts and Other Benefits

Employees of the Corporation shall not either give or receive a gift or other benefit, including money or favour where it could be construed that a favour is expected in return or that an obligation is created.

Health, Safety and Environment

McCoy is committed to providing Health and Safety and Environmental programs that will protect its workers, equipment, the public and the environment from harm.

Our Health and Safety program is a shared responsibility. The program implementation, enforcement and maintenance is the responsibility of everyone employed by the Corporation – Executive, Management, Supervisors and Employees.

McCoy realizes that a proper Health and Safety program has a positive impact on how we continue to do business. As a result Management supports the necessary training, equipment and procedures needed to ensure the health and safety of all employees at our worksites. All employees have the responsibility for ensuring relevant legislation, policies, procedures, guidelines and safe work practices are understood and followed and to bring forward any improvements they have to the Health and Safety program.

The Corporation is committed to honour, through compliance, all relevant external regulations regarding the environment and health and safety in addition to meeting internal standards. We will demonstrate respect for our employees and the environment by providing appropriate training, equipment and procedures.

Insider Information, Insider Trading and Use of Confidential Information

The shares of McCoy are publicly-traded on The Toronto Stock Exchange. It would be a serious violation of securities laws for an employee or member of the Employee’s family, a relative or associate, to trade in the shares or other securities of the Corporation when in possession of information obtained by the employee in the Employee’s capacity as an employee which, if generally know, might reasonably be expected to affect the value of such shares or other securities. Therefore, no information concerning the Corporation’s plans or operations which have not been released to the general public shall be used by an employee for the Employee’s own benefit or disclosed to others. All employees are under restricted in this regard and are subject to severe penalties for breaches of this code of conduct, the Corporation’s Insider Trading Policy and companion policy regarding Disclosure & Confidentiality.

Confidential information could potentially also have a material effect on the market price of shares of other public companies that the Corporation doing business with. Therefore, an employee possessing such information is prohibited from trading in the shares of those companies and from disclosing such information to others until the third party has publicly disseminated the information.

Inquiries from financial analysts and others affiliated with the financial and investment communities should be answered only by the President and Chief Executive Officer of the Corporation or the President and Chief Executive Officer’s designate. For further clarification, please see the Corporation’s Insider Trading Policy and companion policy regarding Disclosure & Confidentiality.

All enquiries from the media must be directed to the President and Chief Executive Officer or the President and Chief Executive Officer’s designate.

Political Contributions

Unless it has been authorized by the Corporation’s Board of Directors and is legally allowed, no contribution of any kind shall be made to any political party or individual who is a candidate for public office, or holds public office. This policy does not preclude an employee from participating in political activities on an individual basis at the employee’s own time and expense.

Proprietary Information

The Corporation is involved in activities that may result in innovative developments with valuable benefits. Proprietary information which an employee obtains, prepares or develops, either as part of a group or working alone, is the property of the Corporation. Proprietary information includes, but is not necessarily limited to, intellectual property, charts, drawings, product designs, reports, analyses, computer software and enhancements of existing software, trade secrets and other confidential information that is prepared by or for McCoy, its divisions or subsidiaries. Proprietary information does not include that which is in the employee’s possession prior to the employee’s employment with the Corporation, or is in the public domain.

As a condition of employment, every employee is required to acknowledge and comply with the Corporation’s policies, including Ownership of Proprietary Information Including Inventions and Proprietary Industry Information Provided to the Corporation. These policies are intended to clearly define the employee’s obligation to safeguard, and not disclose, any of the Corporation’s proprietary information, and proprietary information of other entities that may come to them or the Corporation unless so authorized by the owner of the proprietary information.

Shareholder Relations

McCoy is owned by numerous individual and corporate shareholders. Management is committed to conducting the business activities and operations in the interest of all shareholders. Matters which are of material significance shall be disclosed to shareholders fully and factually on a timely basis.

Employees are prohibited from participating through Internet chat rooms or news groups in discussions relating to the Corporation or its securities.

Software Copyright Protection

Employees are not permitted to copy, or use copied software, which would infringe on the manufacturer’s rights. Where are question arises regarding a possible copyright or license infringement, employees are directed to contact the Manager, Information Technology for instruction.

Dissemination and Compliance

Each new employee shall acknowledge in writing receipt of a copy of and read this Business Code of Conduct and that the employee agrees to comply with its provisions as a term of the employee’s employment. In addition, all employees, contractors, directors and officers will acknowledge in writing annually their compliance with this Business Code of Conduct.

Each manager shall ensure the distribution and acknowledgment of a copy of this statement to every employee in the department and establish such further procedures as deemed appropriate to monitor compliance.

Any breach of this Business Code of Conduct must be reported immediately to the President and Chief Executive Officer. Disciplinary action may include termination of employment or the business relationship.