1. Overview
Norsat International Inc. is dedicated to maintaining its reputation for integrity and good corporate citizenship and expects all employees to abide by basic principles of ethical and lawful business conduct. The increasing complexity of law and business life has made it appropriate for Norsat to establish formally this Code of Business Conduct.We place the highest value on the integrity of each employee and Company representative. The Norsat fundamental principle of empowerment, ownership of the job, presumes that an employee that can reasonably demonstrate that “they did what they did, and took the action they took, because they honestly felt that it was in the best interest of the Company”, can expect 100% support from the Company 100% of the time.Individuals at Norsat are granted the autonomy and the support to act independently in the context of the Company’s policies, mission, vision and operating plans.It is impossible in a document of this nature to cover the full spectrum of employee activities. However, the following are meant to be general guidelines provided to employees of Norsat to enable them to understand the type of conduct considered acceptable in carrying out their duties on behalf of Norsat and, conversely, to delineate conduct that is not in the best interest of the Company. The Company provides this Code to its employees to offer guidance in properly recognizing and resolving the legal and ethical issues that they may encounter while conducting the Company’s business. Inevitably, circumstances will arise, which are not covered by these guidelines that may cause employees to question whether or not a particular activity falls within acceptable behavior. In these circumstances, employees should discuss their proposed course of conduct with their immediate superior or a member of management of Norsat. Any employee who violates this Code of Business Conduct shall be subject to disciplinary measures which could lead to dismissal or to legal action brought against the employee.The policies in this Code apply to all parts of our Company unless otherwise specifically noted and the Code is not intended to cover and address all Company policies or all applicable laws. Think of the Code as the baseline, or a minimum requirement, which must always be followed. The Code of Conduct is to take precedence should there be any contradiction with any other departmental policy and/or local customs.
The contents of this Code of Conduct policy supercede and replace any previous employee or corporate policy. Norsat Management reserves the right to unilaterally create exceptions to, modify, change or revoke these policies at any time without prior notice by the Company. This policy is complementary to any legislation that provides greater entitlement and/or benefit than the Company policy.
2. Human Relations
Norsat is committed to treating one another fairly, and to maintaining employment practices based on equal opportunity for all employees. We will respect each other’s privacy and treat each other with dignity and respect irrespective of age, race, color, sex, religion, or nationality. We are committed to providing safe and healthy working conditions and an atmosphere of open communication for all our employees.All people with whom Norsat has business relations, whether customers, suppliers or employees, are to be treated in a dignified and understanding manner. Discrimination or harassment of any kind will not be practiced or tolerated. Conformity with legal requirements are not to be regarded as discrimination.
3. Adherence to Current Law
All employees are expected to comply with all laws applicable to the business of Norsat. If any employee is in doubt as to whether or not a particular course of action would contravene applicable law, he or she should discuss the proposed activity with management who in turn should consider seeking the guidance of appropriate Company legal counsel.
4. Appropriation or Use of Company Assets
Employees are not permitted to borrow or to make use of Company funds or other assets for their own personal gain, use or benefit unless such benefits are derived as part of an authorized Norsat employee compensation or benefit program, or are authorized in writing by the Chief Financial Officer or Chief Executive Officer. Furthermore employees must also take all reasonable precautions to safeguard Company assets. The Norsat name, property and goodwill must not be used by employees for their personal advantage.
5. Electronic Mail (Email)
Where applicable, an employee may be provided with email for Company related business. Subject to the occasional use in order to communicate with friends and family, email be used only to the content that is in the best interests of Norsat. Under no circumstances shall email messages include content that is offensive, libelous, illegal, derogatory, harassing, threatening or discriminatory. Sexually explicit language, cartoons, jokes and images are also prohibited as are racial and religious slurs and foul, inappropriate language.
6. Internet Access
Where applicable, an employee may be provided with Internet access for Company related business. Subject to the occasional use in order to communicate with friends and family, employees are not to use such access for any purposes other than Company related business unless it is in the best interests of Norsat and under no circumstances shall the employee use Company provided Internet access to access information that is offensive, libelous, illegal, derogatory, harassing, threatening, discriminatory or sexually explicit.
7. Misuse of Confidential Information
Employees are not to use confidential information gained by virtue of their association with Norsat for their own personal gain, use or benefit nor are they to disclose such information for the use of others, unless it is in the best interests of Norsat. For greater clarity, employees are not to use any such confidential information to trade (or tip on) Norsat publicly listed securities.
8. Financial and Business Disclosure
All employees are to adhere to Norsat’s Corporate Disclosure Policy, a copy of which is attached. This policy covers material disclosure in all documents and statements communicated in writing, orally and electronically with analysts, investors, the press and the public. Its objective is to ensure that public communications about material developments concerning Norsat are timely, factual, accurate and broadly disseminated in accordance with all applicable legal and regulatory requirements.
9. Conflict of Interest
All employees are to avoid activities that involve a conflict of interest with Norsat. The transaction of business by Norsat with businesses beneficially owned in whole or in part directly or indirectly by an employee or any member of his/her family or person from whom the employee would derive direct or indirect benefits is prohibited unless written approval is requested and received from either the Chief Executive Officer, President or Chief Financial Officer.
10. Outside Business Activities of Employees
Full-time management employees are not permitted to engage in outside business activities which deprive Norsat of the time and attention required to properly perform their duties and all employees are not permitted to engage in outside business activities which are in competition with or related to Norsat activities unless written approval is requested and received from the employee’s supervisor.
11. Gifts from Customers or Suppliers
Employees are not to accept gifts, favors or trips other than of nominal amount, from customers or suppliers or prospective customers or suppliers unless authorization is requested and received from the Chief Executive Officer, President or Chief Financial Officer, nor are they to use their status with Norsat to obtain personal gain from those doing or seeking to do business with Norsat. As a guideline, a nominal amount would be something that could be consumed or used at one sitting (e.g. a lunch, dinner, theater tickets, a round of golf), but nothing is to be accepted which could impair or appear to impair the employee’s ability to perform Company duties, impartially and in the best interests of the Company. As further clarification, amounts won through skill or chance, such as a television won on a random draw at a golf tournament, would not be considered a gift or favor.
12. Gifts to Customers or Suppliers
No gifts or favors, other than nominal, are to be made to customers or suppliers or to their employees, nor are employees of Norsat to provide entertainment or other benefits, other than of nominal amount, to other persons unless approval is requested and received from the General Manager of the appropriate division.
13. Illegal Payment to Public Officials
In most jurisdictions, Norsat is required by law to report immediately to the proper authorities any corroborated instance where a public official at any level of government attempts to obtain money or property or favors from Norsat by the wrongful use of his or her official position or as a condition to perform certain duties he or she is normally obligated to perform. All such incidents are to be immediately reported to the Chief Executive Officer or Chief Financial Officer. In no circumstances should any employee agree to such solicitation. No employee of Norsat is to offer gifts or favors to any public official that could be construed as a payment to influence the official.
14. Proper Maintenance of Records
All transactions of Norsat must be properly recorded and accounted for on the books of the company. This is essential to the integrity of Norsat’s governmental and financial reporting obligations. In particular, (i) no unrecorded or inadequately recorded fund or asset of Norsat is to be established or maintained; (ii) no false, artificial or misleading entries in the books and records of Norsat is to be made; and (iii) no transaction is to be effected and no payment is to be made on behalf of Norsat with the intention or understanding that the transaction or payment is other than as described in the documentation evidencing the transaction or supporting the payment.
15. Political and Charitable Organizations
All employees are encouraged and entitled to make political and charitable contributions from their personal time and funds in the exercise of responsible citizenship. Corporate contributions, of any kind, to political organizations are to be approved by two officers of the Company, one of which will include the Chief Executive Officer, President or Chief Financial Officer. Involvement of full time management employees in political and charitable organizations is not to deprive Norsat of the time and attention required to properly perform the employees’ duties unless previous approval is requested and received from an officer of the Company.
16. Community Involvement and the Environment
Norsat is committed to being a responsible corporate citizen of all the communities in which we reside. We will abide by all national and local laws and will strive to improve the well being of our communities through encouragement of employee participation in civic affairs.
We will strive to minimize our impact on the environment and encourage and practice the reduction, re-use or recycling of all resources we use wherever practical.
17. Responsibility to Report
All employees have a duty to report to Norsat management any violations of the Code of Conduct, corporate policy or divisional policy. Allegations will be investigated by the appropriate personnel, and upon the advice of Company legal counsel, may be reported to the appropriate authorities. Any employee who in good faith raises an issue regarding possible violation of law or Company policy will not be subject to retaliation and their confidentiality will be protected to the extent possible, consistent with law, corporate policy and the requirements to conduct an effective investigation.
