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Corporate Profile > Corporate Governance

INTRODUCTION
This Code of Business Conduct and Ethics (the "Code") has been adopted by the Board of Directors of Tiex Inc.(the "Company"). This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all directors, officers and employees of the Company. In this document, the term "Company" refers to Tiex Inc.

Obedience to the law, both in letter and in spirit, is the foundation on which the Company's ethical standards are built. All of the Company's employees, officers and directors must conduct themselves accordingly and seek to avoid even the appearance of improper behaviour. All directors, officers and employees are expected to adhere to the principles contained in this Code and will be held accountable therefore.
Failure to observe the terms of this Code may result in disciplinary action, including suspension, termination of employment or removal from the Board of Directors. Furthermore, violations of this Code may be violations of the law and may result in civil and criminal liabilities.

COMPLIANCE WITH LAWS
Compliance with all applicable laws and regulations is essential to the conduct of the Company's business.

CONFLICT OF INTEREST
In discharging their duties, employees, officers and directors must act honestly and in good faith having in view the best interest of the Company. A "conflict of interest" exists when a person's private interests interfere with the interests of the Company. All employees, officers and directors must avoid situations involving a conflict of interest unless it has been approved by the Board of Directors of the Company. In particular, any activity that would allow an employee, an officer, a director, or a member of their immediate family, to enjoy personal gain or benefit as a result of their relationship with the Company would be considered a conflict of interest.

CORPORATE OPPORTUNITIES
Employees, officers and directors have a duty to advance the Company's legitimate interests when the opportunity to do so arises. Employees, officers and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee, officer or director may use corporate property, information, or position for improper personal gain, and no employee may compete with the Company directly or indirectly.

PROPER ACCOUNTING
Employees, officers and directors must comply with prescribed accounting, internal accounting, and auditing procedures and controls at all times. All records must accurately reflect and properly describe the transactions they record. All assets, liabilities, revenues and expenses shall be properly recorded on a timely basis in the books of the Company. Each employee must be vigilant in preventing fraud and dishonesty, and report immediately any evidence of wrongdoing.

INSIDER TRADING
Generally, Canadian securities laws prohibit trading in the securities of a public company by a person in possession of material, non-public information regarding such company. Materiality means that the information in question is likely to have a significant effect on the market price of the company in question's security. Material information can be positive or negative and can relate to virtually any aspect of a company's business. In order for information to be considered publicly disclosed, it must be widely disseminated in a manner making it generally available to investors through a medium such as a newswire service. The circulation of rumours, even if accurate and reported in the media, does not constitute effective public dissemination. In addition, even after a public announcement of material information, a reasonable period of time must elapse in order for the market to react to the information. The Company is of the view that one full trading day following publication is a reasonable waiting period before such information is deemed to be public.

The Company and its directors, officers and employees are subject to such laws and regulations. As a result, directors, officers and employees shall not buy or sell the Company's securities or make recommendations regarding it based upon material, non-public information. This also applies to the securities of other companies that have a significant legal or financial business relationship, direct or indirect, with the Company (generally joint venture partners or parties to an undisclosed material transaction) if the undisclosed material information relates to the subject matter of that business relationship. A contravention of these trading restrictions can lead to criminal prosecution, fines and potential civil liability.
From time to time, the Company may institute a period during which trading in Company securities is suspended because of the existence of undisclosed material information (a "Blackout Period"). If a Blackout Period is instituted, a notification will be sent to employees, officers and directors, generally by e-mail from the Corporate Secretary. A notification of the termination of a Blackout Period will be sent in the same manner. If a Blackout Period exists, or if you have knowledge of undisclosed material information, the prohibition to trade in the Company securities applies also to the family members of employees and directors. "Family member" means your spouse, your minor children, any person substantially dependent on you for support, and other persons who share a residence with you. The existence of a Blackout Period is itself an item of confidential information that is not to be disclosed to persons outside of the Company. In addition, while you are in the possession of undisclosed material information, you and your family members must not trade.

CONFIDENTIAL INFORMATION
Employees, officers and directors may not directly or indirectly use or disclose any secret or confidential knowledge or data of the Company, except as authorized in their ordinary course of employment or as required by law. Any notes, memoranda, notebooks, drawings or other documents made, compiled or delivered to employees during the period of their employment are the exclusive property of the Company and must be turned over to it at the time of termination of their employment or at any other time upon the Company's request. Additionally, while it is appropriate to gather information about the Company's markets, including publicly available information regarding competitors, employees and officers should not seek to acquire proprietary and confidential information of competitors by unlawful or unethical means, including information resulting in the breach of nondisclosure obligations by competitors' employees or other third parties.

PROTECTION AND PROPER USE OF COMPANY ASSETS
All employees, officers and directors should endeavour to protect the Company's assets and ensure their efficient use. The use of any funds or other assets of, or the providing of any services by, the Company for any purpose which is unlawful under applicable laws of Canada, any province thereof, or any foreign jurisdiction, is prohibited. Employees, officers and directors may not use employees, materials, equipment or other assets of the Company for any unauthorized purpose.
Employees ceasing employment with the Company shall return all documents, or data belonging to the Company such as computer hardware and software, database, cellular phones, credit card, books, etc.

INVENTIONS, DEVELOPMENTS, IMPROVEMENTS
Any inventions, developments or improvements which are conceived by employees during their period of employment by the Company must be promptly disclosed to the Company in writing, and will in most cases be the Company's exclusive property. Inventions which were developed on an employee's own time and are not related to the Company's business or research would not be the Company's property.

HARASSMENT OR DISCRIMINATION
The Company is committed to encouraging the respect of individuals, their integrity and their dignity by ensuring that the working environment and relations between employees shall be free of discrimination and harassment.

ENVIRONMENTAL RESPONSIBILITY
All employees and directors are required to comply with all applicable laws and regulations relating to the protection of the environment. Additionally, employees, officers and directors must comply with all environmental policies adopted by the Company.

COMPLIANCE AND REPORTING
The Company expects employees, officers and directors to take all responsible steps to prevent a violation of this Code. Any employee, officer or director who observes or otherwise becomes aware of any illegal, unethical behaviour or any violation of the Code shall report the violation as soon as reasonably possible.

Employees are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action to take in a particular situation. Employees may also contact the Company's in-house legal counsel. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees, officers and directors are expected to cooperate in internal investigations of misconduct. These matters will be treated with discretion and diligence.

The Company has adopted an internal Whistleblower Policy, a copy of which is attached to this Code as Exhibit A, that provides for a formal process for submitting reports concerning breaches of this Code of Business Conduct and Ethics and complaints regarding accounting, internal accounting controls, auditing matters or fraud, with the ability to submit such reports on an anonymous basis. If you wish to report an allegation anonymously, you must provide enough information about the incident or situation to allow the Company to investigate properly.

CONTRACT WORKERS
The Company considers that the compliance obligations arising out of this Code apply not only to employees of the Company, but also to independent contract workers to the extent that they conduct activities on the Company's behalf. For that reason, the definition of "employee" as set out in paragraph 2 of this Code includes contract workers. The Company expects all contract personnel to familiarize themselves with this Code, and to comply with it, in the same manner as is required of Company employees.

WAIVERS OF THE CODE
The Company will make every effort to resolve potential conflicts of interest or Code-related issues that may arise when these are disclosed promptly to management, and the parties involved have acted in good faith. In the unlikely event that potential conflicts cannot be resolved, waivers of compliance with the Code will only be given where appropriate. Any waivers for executive officers and directors must be approved, in advance, by the Board of Directors, and will be promptly disclosed if required by law or stock exchange regulation.