RMSF Corporation
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Ethical Business Conduct

Corporate Governance

Ethical Business Conduct

Last Updated: February 2019

The Board has adopted a written Code of Business Conduct and Ethics (the Code of Conduct) that govern the conduct of the Corporation’s Directors, officers and employees.

The Board of Directors oversees compliance with the Code of Conduct through the Corporation’s Secretary who monitors compliance with the Code of Conduct. Directors, officers and employees who believe that a violation of the Code of Conduct or any law, rule or regulation has been or is likely to be committed have an obligation to promptly report the relevant information to an appropriate supervisor or in the case of Directors and senior officers, to the Secretary. Alternatively, in any case, the violation or potential violation may be reported to the Chairman, the CEO or any member of the Board, as appropriate, in accordance with the Corporation’s procedures.

Directors and employees of the Corporation are required to confirm annually and officers of the Corporation are required to confirm quarterly, their understanding of, and agreement to comply with, the Code of Conduct (which contains the Corporation’s conflict of interest policy). There have been no material change reports filed that pertain to any conduct of a Director or executive officer that constitutes a departure from the Code of Conduct.

In order to ensure that Directors exercise independent judgment in considering transactions and agreements in respect of which a Director or an executive officer has a material interest, the Director or executive officer having a conflict of interest must declare his/her interest and, if requested by any other Director, excuse himself or herself from the meeting during the consideration of that particular matter. Such Director may not vote on such a matter.

The Corporation has adopted a Corporate Social Responsibility Statement and an Environmental Policy, which, are available under its Corporate Governance site. The Corporation has also adopted an Anti-Bribery Policy.