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Introduction
The Director and Employee Code of Conduct Directive provides general guidance
on the standards of conduct expected of Directors and Employees of the Nunavut
Development Corporation and its subsidiary companies.
The Nunavut Development
Corporation, recognizing the need for a resource to provide clear interpretation
of its standards of business conduct and guidelines for conflict of interest,
the Corporation has established the Corporate Secretary as the Code of Conduct
Advisor.
The Corporate Secretary, as the Code of Conduct Advisor, reports
directly to the Corporation’s Board of Directors providing expert advice
to Directors and Employees on code of conduct and conflict of interest matters
that they may encounter when fulfilling their respective responsibilities.
The
fundamental relationship between Director and/or Employee and the Nunavut
Development Corporation must be one of trust; essential to trust is a commitment
to honesty and openness.
 Compliance
with Law
The Nunavut Development Corporation’s Directors and
Employees shall comply with all applicable provisions of Territorial, Provincial
and Federal laws and regulations in jurisdictions in which the Corporation operates.
No
one in the Nunavut Development Corporation shall knowingly commit or condone
an illegal act or instruct another Employee, Partner or Contractor to do
so.
Employees are expected to be sufficiently familiar with any legislation
that applies to their work, to recognize potential liabilities and to know
when to seek legal advice. If in doubt, ask for clarification from the Nunavut
Development Corporation’s legal counsel.
No Director or Employee shall
create or condone the creation of a false record. No Director or Employee
shall destroy or condone the destruction of a record except in accordance
with the Corporation’s Policies.
Directors and Employees must not engage
in or give the appearance of being engaged in any illegal or improper conduct
that is in violation of this code.
Conflict
of Interest
Directors and Employees will perform their duties conscientiously and will
not put themselves in a position in which their private interests and those
of the Nunavut Development Corporation might be or perceived to be in a conflict.
A
Director or Employee has an actual conflict of interest when the Director
or Employee is performing a duty or function of the position and in the performance
of that duty or function has the opportunity to further his or her private
interests.
The Government of Nunavut’s Conflict of Interest Legislation
applies to the Nunavut Development Corporation, its subsidiaries and divisions.
There
is an apparent conflict of interest when a reasonably well-informed person
could perceive that a Director’s or Employee’s ability to
perform a duty or function of the position was or will be affected by the
Director’s
or Employee’s private interests.
Every Director and Employee must avoid
any situation in which there is an actual or apparent conflict of interest
that could interfere or could be perceived to interfere with the Employee’s
or Director’s judgment in making
decisions in the Nunavut Development Corporation’s best interests.
Every
Director and Employee shall disclose all circumstances that constitute an
actual or apparent conflict of interest. Disclosure shall be made, in the
case of Directors, to the Chairperson of the Corporation, and in thecase
of Employees, to the Corporate Secretary.
Some conflicts are quite clear, but others
are less obvious. The Nunavut Development Corporation recognizes that its
Directors and Employees have perfectly legitimate outside interests; however,
there may also be situations which could be perceived as a conflict of interest
no matter how innocent the intentions of the Employee or Director.
The following
are three examples of circumstances where a Director’s
or Employee’s private interests would be in conflict with the interests
of the Nunavut Development Corporation:
- An Employee who is responsible for awarding a contract is a partner in a
firm that has tendered a submission
- An Employee responsible for hiring is involved in the hiring process where
an immediate relative has applied for employment
- A Director who is aware of a significant investment proposal between the
Nunavut Development Corporation and a Nunavut company personally invests in
the company before the investment is announced publicly
Directors and employees who find themselves in a conflict of interest must
disclose the conflict and abstain from voting or other actions that will
impact the outcome of the activity or business transaction. Full disclosure
enables Directors and Employees to resolve unclear situations and gives an
opportunity to dispose of or appropriately address conflicting interests before
any difficulty can arise.
Where necessary, an Employee or Director may refer an individual
situation to the Nunavut Development Corporation’s Code of Conduct Advisor
who may recommend actions needed to eliminate or address a conflict of interest.
The
following provides a more detailed discussion of circumstances where a conflict
of interest could arise and how the Nunavut Development Corporation expects
its Directors and Employees to behave.
Outside
Business Interests
“Business activity” refers to ownership, participation in decision-making
as a member of a board of directors, or engagement as an advisor or consultant,
or as an active member of staff in any position.
Employees should declare their
outside business activities at the time of engagement and are required to
limit outside business activities to avoid any conflicts of interest or other
breaches of the provisions of the Code. Notwithstanding any outside business
activities, Employees are required to act in the best interest of the Nunavut
Development Corporation.
No Employee or Director should hold a substantial
private interest, directly or indirectly through a relative, friend or associate
or hold or accept a position as an officer or director in an entity where by
virtue of his or her position with the Nunavut Development Corporation the Director
or Employee could in any way benefit the entity by influencing the decisions
of the Corporation.
Confidential
Information
A Director or Employee should at all times maintain the confidentiality of
all confidential information and all records of the Nunavut Development Corporation
and must not make use of or reveal such information or records except in
the course of performance of their duties or unless the documents or information
become a matter of general public knowledge.
Similarly, Directors or Employees
may not use confidential information obtained through their association or
employment with the Nunavut
Development Corporation to further their private interests or the private
interests their friends or relatives.
A Director or Employee using the Nunavut
Development Corporation’s computer
data base or electronic mail system will be expected to comply with any internal
policies and procedures that guide the storage, use and transmission of information
through this medium.
Outside
Employment
The Corporation’s Employees may hold outside jobs or
engage in modest self-employment activities on their own time, using their own
resources and in a manner not adversely affecting their performance or objectivity
for the Corporation.
However no Employee may accept work with a competitor or with
any entity that could lead to a conflict of interest or situation prejudicial
to the Corporation’s
interests.
Entertainment,
Gifts and Benefits
In this discussion, “gifts or benefits” include cash, secret commissions
and any other benefit whether physical or intangible such as plane tickets,
accommodation packages or offers of service on a reduced fee basis.
It is
essential to efficient business practices that all those who do business
with the Corporation, as contractors or customers, have access to the Corporation
on equal terms.
Directors and Employees and their associates should not accept
entertainment, gifts or benefits which grant or appear to grant preferential
treatment to a potential or actual contractor of the Corporation. Any entity
offering such inducements must cease the practice; a business relationship
with the Corporation will be conditional on compliance with this Code.
Similarly,
no Director or Employee may offer entertainment, gifts or benefits in order
to secure preferential treatment for the Corporation.
Inappropriate gifts
that are received by a Director or Employee should be returned to the donor
and may be accompanied by a copy of this Code.
Criteria to guide your judgment
on the receiving and giving of gifts include:
- The market value of the exchange must not exceed $250.
- The exchange must not create an obligation now or in the future.
- The exchange must be justifiable on an individual’s expense claim
if the Employee or Director offers rather than receives it.
Business
Relations with Contractors
The Corporation will deal fairly and openly with all its Contractors and will
facilitate access to its business by all entities provided conditions of
quality, reliability and competitiveness are met.
The Government of Nunavut’s
Nunavummi Nangminiqaqtunik Ikajuuti Policy (NNI) and the Corporation’s
Contracting Policy apply to all contracting activity of the Corporation,
its subsidiaries and divisions.
Environment
and Safety
Environmental protection is a fundamental Nunavut Development
Corporation value; every Director or Employee has a role in ensuring the Corporation’s
operations comply with environmental legislation and standards.
Safety must
be everyone’s concern. The Corporation is committed to providing
all Employees a safe, healthful, and harassment-free workplace and to ensuring
safe and respectful work practices and conditions.
Management and Directors
have both a legal and a moral responsibility for safety and protection of
the environment and every manager has a
specific obligation in this respect.
Every employee has a personal obligation
to take all prudent precautions in every activity, not just to ensure personal
safety, but also to avoid creating any danger to others or demonstrating behavior
which can be
reasonably construed as discrimination or harassment.
Use
of Corporation Property
The Corporation’s assets must not be misappropriated
for personal use by Directors or Employees.
Directors and Employees are entrusted with the
care, management and cost-effective use of the Corporation’s property
and should not make significant use of these resources for their own personal
benefit or purposes.
Director’s and Employees should ensure that all Corporate
property assigned to them is maintained in good condition and should be able
to account for such property.
Directors and Employees may not dispose of the
Corporation’s property
except in accordance with the Corporation’s Capital Asset Administration
Policy.
Patents
and Discoveries
Employees are often engaged in various forms of research or problem solving
for the Corporation. The product of their efforts produced within the scope
of their employment belongs to the Nunavut Development Corporation whether
the product was concluded while actually at work or not.
Such products include
but are not limited to technical processes, pattern designs, casts or dies,
and reports or articles and any other form of innovation or development.
Patents,
rights or copyright, as appropriate, must be assigned by Employees to the
Corporation.
Political
Participation
Directors and Employees are encouraged to participate fully as private citizens
in the democratic process at any level including campaigning in elections
and running for or holding public office.
However Directors and Employees engaging
in the political process should do so on their own time and must take due care
to separate their personal activities from their association with the Corporation.
Responsibility
The Corporation is determined to behave and to be perceived as an ethical
Corporation. Each Director and Employee must adhere to the standards as described
in this code of conduct and to the standards set out in applicable policies,
guidelines or legislation.
An Employee’s failure to adhere to these standards
could lead to disciplinary action up to and including dismissal.
A Director’s
failure to adhere to these standards could result in a recommendation for
removal from office.
To demonstrate our determination and commitment to this
undertaking all Directors of the Nunavut Development Corporation, its subsidiaries,
Headquarters staff, Senior Sales Division staff and the subsidiary General
Managers are required to sign a formal Declaration and file it with the Corporation’s
Corporate Secretary.
Honesty, Trust and Openness are essential values of our
business success. Any Director or Employee who knows or suspects that this
Code of Conduct has been or is likely to be breached has a responsibility to
report it.
Where
to Seek Clarification
A Director or Employee who requires advice on a particular Code of Conduct
matter or suspect improper activities should seek clarification from the
Code of Conduct Advisor.
All disclosures to the Code of Conduct Advisor will
be kept strictly confidential unless, in the sole opinion of the Advisor,
the matter disclosed constitutes an actual or potential threat of serious
harm to the Nunavut Development Corporation, its employees, agents or the
general public.
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