Code of Business Conduct and Ethics

VERESEN INC. 

CODE OF BUSINESS CONDUCT AND ETHICS

The Code of Business Conduct and Ethics (the "Code") for Veresen Inc. (Veresen Inc. and all wholly owned subsidiary corporations and partnerships being collectively referred to as the “Company") contains clear and concise statements regarding the Company’s expectations and philosophy with respect to business conduct by all Company directors, officers, and employees.  The Company recognizes the importance of retaining the trust and confidence of its shareholders, debentureholders, employees and others with whom it does business, as well as the communities in which the Company conducts business.  This Code forms the foundation for the conduct expected of every employee in the Company’s business dealings.

Who does the Code apply to?

In this Code, the terms "employee", "director" and "officer" include all employees, directors and officers of the Company, respectively.  This Code applies to all employees, directors and officers of the Company.  The Code is intended to reinforce the Company’s business standards and to identify possible conflicts of interest which may arise from its day-to-day operations.  Individuals subject to the Code have a personal responsibility to ensure compliance with the Code and the laws and standards that apply to our business.

Disclosure

Where appropriate, the Company may request written disclosure of outside interests to determine compliance with the Code.  Alternatively, an individual may wish to provide the Company with such disclosure in advance.  The Company, upon review of such disclosure, shall issue a letter indicating that the Company has been made aware of the individual’s actions or involvement and that in the situation as outlined there is no conflict of interest or, alternatively, the Company may specify remedial action required to ensure compliance with the Code.

Principles & Standards of Business Conduct

Principles

Business conduct at the Company shall be guided by the principles of integrity, honesty, fairness and mutual respect.  The Company is committed to the highest standards of business conduct and ethics in its dealings with all stakeholders, including, but not limited to, its shareholders, employees, contractors, consultants, landowners, suppliers and shippers, as well as all levels of government, representatives of the First Nations and the public.

Standards

Laws and Regulations

All individuals employed or retained by the Company are expected to comply with the laws and regulations of all jurisdictions where the Company conducts its business.  No individual shall encourage another individual to circumvent applicable laws or regulations nor shall they condone any such violation.

Fair Treatment of Individuals

All individuals with whom the Company conducts business shall be treated with respect, dignity and equality.  The Company is committed to fair employment and equal opportunity for all employees and applicants for employment without regard to race, color, religion, gender, sexual orientation, age, marital status, national origin, disability or veteran status.  The Company is committed to providing a workplace free from all forms of discrimination, including sexual and other forms of harassment.  The Company expects all employees to treat each other in a professional way, based on mutual respect, trust and individual dignity.

Conflicts of Interest

Employees, directors and officers shall not engage in activities that are, or appear to be, in conflict with the business of the Company or their employment with the Company, as applicable.  An individual’s business conduct on behalf of the Company shall not be influenced, or appear to be influenced, by any personal or family interests.  Company employees must ensure that neither they, nor any member of their family, receive any improper personal benefits as a result of their employment with the Company.

Conflicts of interest that must be disclosed and resolved include, but are not limited to:

·         An employee shall not act as an officer, director, employee, partner, agent or consultant for any of the Company’s competitors, suppliers or contractors.  Where employees are engaged in other outside employment, the Company should be informed of such external employment to ensure there is agreement that no conflict exists and to ensure that job performance with the Company is not adversely affected.

·         An employee shall not contract with or render services to the Company, either directly or indirectly, outside of their regular employment relationship.

·         An employee shall not, directly or beneficially, hold a substantial (>10%) financial or other interest in any business or organization with which the Company has business dealings where that employee or their family could receive a benefit from transactions with the Company.

·         An employee shall not participate in a venture where the Company has expressed a business interest.

·         An employee shall not acquire an interest in property (such as real estate, patent rights, securities or other properties) where the Company has, or might have, an interest.

·         An employee, director or officer shall not accept a gift, favour, loan, special service, payment or special treatment of any kind ("Benefit") from any individual or organization which conducts or seeks to conduct business with the Company if the receipt of such Benefit is not consistent with good business practice, could be construed in any way as a business inducement, is not of nominal value or if public disclosure of such Benefit would be of detriment to the Company and its stakeholders.  See "Gifts and Other Benefits".

·         An employee, director or officer shall promptly advise the Company of any situation where they are involved in activities that are, or appear to be, in conflict with the business of the Company or their employment with the Company, as applicable.

Fiduciary Responsibility

Company employees are entrusted with financial authorities commensurate with their business responsibilities and sound business practice.  Such delegation is specifically authorized by the Board of Directors of Veresen Inc.  In exercising delegated authorities, employees are expected to observe a high standard of care – one suitable for persons entrusted to conduct the financial affairs of others.

Irrespective of the form of commitment or method of payment (Contract, Purchase Order, P-Card, Electronic Transfer, or Cheque), no person shall authorize a commitment or payment on behalf of the Company other than one which is for a bona fide Company business reason and within their delegated authority limits.  All transactions shall be conducted in accordance with Company policies and procedures, shall be supported by appropriate documentation, and shall be accurately recorded in the accounts, as described under "Records and Reporting".

Confidential Information

Proprietary or confidential information concerning the Company or its shareholders and associates shall not be disclosed to any party unless expressly authorized.  This includes both internally generated information and confidential information received from external sources.  For further direction in this area, see the Disclosure Policy which is posted on Veresen Inc.’s website (the "Disclosure Policy").

Insider Information / Investment Activity

The Company shall obey all laws designed to protect the investing public with respect to disclosure of material information, including "material facts" and "material changes".  A "material fact" includes any information concerning Veresen Inc. or its shareholders which significantly affects, or could reasonably be expected to have a significant effect, on the market price or value of the securities of Veresen Inc.  A "material change" includes any change in the business, operations or capital of Veresen Inc. that would reasonably be expected to have a significant effect on the market price or value of the securities of Veresen Inc.

Under securities legislation, the employees, directors and officers of the Company may be considered to be in a "special relationship" with certain shareholders and partners of Veresen Inc.  As such, employees, directors and officers of the Company shall not be permitted to utilize undisclosed material information (including material facts and material changes) concerning Veresen Inc. or its shareholders or partners to their personal advantage or the corresponding disadvantage of others in the securities market. The Company also prohibits a person with such information providing it to others, or "tipping", so that such other person may improperly make use of the information.  For a more detailed explanation of the restrictions on insider trading and communication of material information, employees, directors and officers are referred to the Disclosure Policy.

All information requests from financial analysts and advisors with respect to the Company or its shareholders or to any of its operating entities should be handled in accordance with the Disclosure Policy.

Gifts and Other Benefits

The Company’s employees, directors and officers shall not give or offer, directly, anything of value to a business associate or government official to influence or reward an action.  No monetary gifts or loans whatsoever shall be given or received, either directly or indirectly.  No other gifts or benefits shall be given or received where such items could be viewed as creating an obligation or influencing a business decision.  Where usually accepted business practices permit, and where appropriate to the business responsibilities of the individuals, provision of occasional meals, entertainment or promotional gifts of a nominal value is acceptable.  If an individual is uncertain regarding the appropriateness of a proposed business gift they are encouraged to speak with the President and Chief Executive Officer or any Vice President.

The payment or receipt of bribes or "kickbacks" is expressly prohibited.  Any such activity will result in dismissal or termination of the business relationship with the party or parties involved.

Agents, Consultants and Representatives of the Company

The Company shall not retain any agents, consultants or other representatives in an effort to circumvent Company policies or business values.  All such engagements shall be based on merit and appropriately documented.

Company Assets

The Company’s assets (including, but not limited to, equipment, supplies and vehicles) and intellectual property are to be used for the advancement of the Company’s business and are not to be used for personal use or benefit.

Unless otherwise provided for and documented in advance, any work products, inventions or technological improvements which are developed or generated by an employee during their retainer with the Company shall be the property of the Company.  Such developments shall be disclosed to the Company immediately, and any patents or copyrights, if required in the view of the Company, shall be registered or applied for on behalf of the Company. Where the development is outside the Company’s sphere of interest and the Company indicates in writing that it will not claim a proprietary interest the in development, the individual or entity concerned will be provided with a written statement to that effect by the Company.

Copyrights and Licenses

Copyrights and other intellectual property protections, including those relating to software or hardware used by the Company, shall be respected.  Unlicensed software or unauthorized copies of software shall not be installed or utilized.  Reverse engineering of protected software or hardware shall not be permitted.

Political and Community Activities and Contributions

The Company shall not permit the use or contribution of business time, funds or assets for the benefit of any political party, candidate or official except as permitted by law and authorized in advance by the Board.  Attendance at routine political functions, or at functions widely attended by industry counterparts, is acceptable and does not require Board approval.  Personal involvement in political or community activities, utilizing personal resources, is acceptable.

The Company supports its employees in fulfilling their responsibilities as citizens and participating actively in their country’s political life by joining and supporting the political party of their choice or running for public office.  To the extent that elected office does not interfere significantly with their regular duties, employees who have been elected may continue their employment with the Company.  However, while in the Company’s employment, individuals holding public office are expected to refrain from taking a position on any issue related to the Company.  In order to pursue such interests, employees may apply for, and may be granted, an unpaid leave of absence in order to participate full-time in public life.

An employee contemplating running for public office should raise the question with the President and Chief Executive Officer at an early date so that leave of absence provisions, if necessary, may be considered.

Integrity of Financial Information

Full, prompt and accurate recording of financial information, in accordance with Canadian Generally Accepted Accounting Principles, is required.  No secret or unrecorded funds or assets shall be established or maintained.  Provision of intentionally erroneous or misleading documents or invoices to accommodate other parties is also prohibited.  Documentation supporting transactions and other accounting entries is to be retained and co-operation with Veresen Inc.’s auditors is expected as all times.  All activities conducted by or on behalf of Veresen Inc. are subject to audit.  Such audit may include a review of any related hard copy or electronic record.  For a more detailed discussion regarding the communication and safeguarding of material information, employees, directors and officers are referred to the Disclosure Policy.  Complaints or concerns regarding accounting, internal accounting controls or auditing matters may be made utilizing the Whistleblowing Procedures posted on Veresen Inc.’s website.

Business Controls

Management of the Company must ensure that an effective system of business controls is in place for Veresen Inc.  Employees of the Company must ensure that transactions are conducted within their level of authority and in accordance with prescribed policies and procedures.

Interpretation and Compliance

Clarification Regarding the Code

Should further guidance or interpretation of the Code or its application be desired, individuals are encouraged to contact the Vice President, General Counsel and Secretary of Veresen Inc.  Any individuals who consider their actions or activities to be in conflict or potential conflict with the Code are encouraged to discuss the matter with the President and Chief Executive Officer.

Waivers of Provisions of the Code

Any waiver of a provision of the Code must be in writing an authorized by the President and Chief Executive Officer, except that any waiver granted to an officer or director must be authorized by the Board.

Violations or Suspected Violations

Employees, directors and officers are required to strictly adhere to this Code and to any other policies of the Company which are posted on the website of Veresen Inc.  Failure to do so may result in an investigation and/or disciplinary action, up to and including termination of employment.

Known or suspected violations of the Code or other Company policies must be reported to the President and Chief Executive Officer or any other Vice President of Veresen Inc.  Discussions and inquiries will be held in strict confidence to the extent appropriate or permitted by law.  Those reporting violations or suspected violations may do so anonymously through the use of the Whistleblowing Procedures posted on Veresen Inc.’s website, although they are encouraged to identify themselves in order to facilitate the investigation process.  No retaliatory action will be taken against an employee or any other person for making a good faith report of any type of violation.  However, in the event that an employee reporting a violation participated in the improper activity, the employee may be subject to disciplinary action as noted above.  The decision to report the improper activity would be taken into consideration in such cases.

Certification

Each employee, director and officer of the Company shall be provided with a copy of the Code and, as a condition of their employment, employees shall be required to acknowledge in writing their agreement to comply with its provisions.  A copy of such acknowledgement is attached as Schedule A.

Each employee shall submit annually, to the Vice President, General Counsel & Secretary, a written confirmation of compliance with the Code.  This Annual Certification form is attached as Schedule B.

Monitoring

The Board of Directors is responsible for monitoring compliance with the Code, including oversight of the processes and records relative to certification, waivers, violations and any related investigations.

Schedule A – Code of Business Conduct and Ethics Certification

Schedule B – Code of Business Conduct and Ethics Annual Certification.