Code of Conduct
- Integrity We adhere to the highest ethical standards.
- Credibility We say what we mean and do what we say.
- Performance We are committed to excellence in everything we do; we strive for continuous improvement; we are passionate about exceeding expectations.
- Teamwork We achieve success by working as a team.
- Service Ethic We are driven by the needs of our customers, both external and internal; they are met by interested, competent, passionate individuals. Our success depends upon that of our customers.
- Trust We trust, respect and support each other and we strive to earn the trust of our colleagues and partners
- Responsibility We take responsibility as individuals and as teams for our actions and we hold ourselves accountable.
- Community We belong and contribute to the communities that we operate within through our actions and commitment to safety, our environmental responsibility and our personal involvement.
All activities by NOV Wilson (formerly CE Franklin Ltd.) and its employees must be lawful and must be consistent with our Mission Statement and Operating Values. Adherence to the highest ethical standards means that our actions will stand up to objective, critical review for their legality, their honesty and their equity.
This standard of behaviour applies to all interactions among NOV Wilson employees, shareholders, other businesses, institutions and the community at large.
In signing this policy, each employee of NOV Wilson commits to uphold their right and responsibility to test their own behaviour, and the behaviour of others in this Company, against the Mission Statement and Operating Values with the following question: "Is there any reason why I would not want another person - NOV Wilson, a co-worker, a business associate, the government, the public - to be fully aware of my conduct and my motives?"
If this question causes any discomfort, the individual should reconsider his or her conduct and should seek help or advice from a leader within the Company.
NOV Wilson policy requires that compliance with the law, honesty, integrity, and with the Mission Statement and Operating Values are not to be sacrificed in the name of profit or perceived self-interest.
ETHICAL BUSINESS PRACTICES
It is the Company's policy to be aware of and to conduct its business in accordance with all relevant laws and regulations in all jurisdictions in which it conducts business.
Every employee of the Company is responsible for acquiring sufficient knowledge of the laws relating to his or her activities. Any employee with a question on legal issues should seek the advice of the Vice President and Chief Financial Officer.
NOV Wilson will comply with Canadian foreign corrupt practices legislation and the International Code Of Ethics for Canadian Business. Copies of this legislation are accessible to all employees on the Company Intranet. Any employee engaged in business outside Canada must read, fully understand and comply with this legislation. Any employee with a question on conducting business outside Canada should seek the advice of the Vice President and Chief Financial Officer.
In accordance with the Company's Operating Values, all Company employees must act with integrity, trust and responsibility in all business dealings with other persons inside and outside of the Company, including customers, suppliers, shareholders, members of the community and government officials.
In dealing with suppliers, the Company's policy is to consider only the total cost, quality and reliability of their product and service. The Company and its employees will respect the confidentiality of all proprietary information from both its suppliers and its customers.
Gifts, Travel & Entertainment
No employee may give to outside companies or individuals, or accept from them, any material gift or extravagant entertainment, or any similar benefit.
A "material" gift is one of such value that it could reasonably be expected to unduly influence the behaviour of the recipient. Entertainment will be considered "extravagant" if it would appear excessive to an informed, objective observer.
Promotional, travel and entertainment expenses must be consistent with the needs of the business and the Company's policies and aligned with the interests of the Company's shareholders.
Accounting Policies and Internal Controls
Employees must comply strictly with the spirit, the substance and the form of prescribed accounting policies, audit procedures and the Company's systems of internal controls.
All accounts must properly describe and accurately reflect the transactions recorded and all assets, liabilities, revenues and expenses must be properly recorded in the books of NOV Wilson. No secret or undeclared funds or other assets are to be established or maintained.
The Company considers that the compliance obligations arising from this Code apply not only to NOV Wilson employees, but also to contractors to the extent that they conduct activities on the Company's behalf.
The Company expects that all contractor personnel will understand this Code and comply with it in the same manner expected of NOV Wilson employees.
All proprietary customer, supplier, partner and corporate information, in print, electronic or other forms, remains the sole property of the Company at all times. No employee will disclose proprietary or confidential information to non-employees or other employees without prior authorization from an appropriate member of NOV Wilson's Leadership Team.
Privacy is valuable and NOV Wilson complies with applicable privacy legislation. Employees will not obtain, use or disclose personal information about another individual, whether an employee or non-employee, other than is necessary to carry out their duties, without the consent of the individual.
All employees will sign and comply with NOV Wilson's Conflict of Interest and Confidentiality Agreement.
Internet and Email Use
NOV Wilson provides employees with access to Internet and email for the purpose of enabling premier customer service, high efficiency, continual improvement and learning.
All employees will read and comply with the Internet and Email usage policy on the Company Intranet.
Political Activities and Contributions
NOV Wilson respects the rights of its employees to participate in political activities. These activities should not be conducted on Company time or using Company resources.
NOV Wilson employees must comply with the standards of ethical behavior in all aspects of their employment. This includes all dealings with people outside and inside the Company.
In particular, employees must not:
- pursue personal gain or advantage from their employment activities.
- misuse Company resources, information or systems.
- compromise the confidentiality of Company information.
- engage in insider trading. Insiders must sign and comply with the Insider Trading Policy posted on the Company Intranet.
- use confidential information from another company, gathered in the course of their work, to trade securities of that company.
- permit any actual or perceived conflict of interest between their personal interests and those of the Company. Employees must not enter into outside activities, including business interests or other employment that may interfere or be perceived to interfere with their performance or commitment to NOV Wilson's objectives. Any employee who wishes to serve on a board of directors of a for-profit business outside NOV Wilson must obtain the approval of the Vice President and Chief Financial Officer.
EMPLOYMENT PRACTICESNOV Wilson is committed to creating a workplace where employees' needs and their contributions are matched to what the Company promises and delivers to them. We are committed to ensuring that the workplace:
- affords equal opportunity to qualified individuals, free of discrimination.
- provides fair and competitive compensation and opportunity.
- protects employees from all forms of harassment.
- is free from alcohol and drug abuse.
- protects the privacy and confidentiality of personal information.
All employees are required to read and comply with the employment practices and policies posted on the Company Intranet.
ANTITRUST AND COMPETITION
NOV Wilson believes in fair and open competition and strictly adheres to the requirements of the Canadian and U.S. competition laws. Below are some general rules relating to those laws relevant to the Company's business:
- Any written or oral agreement among competitors relating to prices is illegal and may subject the Company to fines and penalties and the offending employee to imprisonment and fines.
- Price information from the Company will not be exchanged with competitors without express written approval of legal counsel to the Company.
QUALITY, SAFETY & ENVIRONMENT
NOV Wilson is committed to protecting the well being of employees and the public in the course of our business.
Safety is a partnership wherein the Company and the employee share the burden of accountability and responsibility: management commits to provide a safe work environment, individuals commit to uphold safe working practices.
NOV Wilson will continue to do its best in creating and providing the necessary programs, information and environment that will promote an injury-free workplace. Together we can achieve a safe and healthful work environment that protects the well being of NOV Wilson's employees, customers and the environment.
All employees and contractors will accept the personal responsibility to observe and act in accordance with the standards of conduct and other requirements detailed in this Code of Business Conduct.
Any NOV Wilson employee or contractor must also accept the responsibility to familiarize, understand and comply with the formal policies of the Company that are relevant to their work.
Certificate of Compliance Process
All employees must sign the acknowledgement on the final page of this booklet, sending the tear-out portion to their Human Resources file.
Managers must sign this document and additionally complete an annual Certificate Of Compliance stating that they have advised and trained all employees within their scope of control on the use of this Code and have properly reported all breaches of the Code they are aware of.
No employee should be misguided by any sense of loyalty to the Company or a desire for achievement or profitability that might cause him or her to disobey any applicable law or Company Policy.
Willful violation of law, of Company policy or of the guidelines and spirit of this Code, will invoke disciplinary action up to and including termination of employment.