ETHICS AND CONDUCT
INFOLINK TECHNOLOGIES LTD.
Our Code of Ethical
Conduct serves to guide the actions of our employees,
officers and directors in ways that are consistent with
our core values: honesty, integrity, diversity,quality,
respect, responsibility, and accountability.
We shall consistently treat our
customers, employees, shareholders, suppliers, and the
community with honesty, dignity, fairness, and respect.
We will conduct our business with the highest ethical
standards. Each one of us is charged with the responsibility
to uphold and extend our standards for ethical behavior.
REPORTING OF RISKS
The Company is committed to providing
quality products that meet or exceed the expectations
of our customers. Deficiencies that threaten the physical
well being of any person or put the financial security
of our company at risk should be reported immediately
PROMOTING HEALTH AND SAFETY
The health and safety of the Company's
employees is of utmost importance. Our work processes
and policies are designed to minimize risk. We all must
routinely review and improve workplace conditions to ensure
a safe and healthful workplace and must promptly report
accidents, injuries, and unsafe equipment, practices or
conditions to supervisors and management. All employees
must report to work free from the influence of any substance
that could prevent them from conducting work activities
safely and effectively.
EQUAL OPPORTUNITY, DIVERSITY,
AND MATERNITY DISCRIMINATION
We value and respect the diversity
of our employees, officers, directors, suppliers, customers,
and communities. We work to eliminate discrimination and
harassment in all of its forms. Our company is committed
to providing equal opportunity in all of our employment
and purchasing practices. Harassment or discriminatory
conduct by employees will not be tolerated.
PROTECTING THE ENVIRONMENT
We respect the needs and concerns
of the communities in which we live and work. Sound waste
management, recycling and energy conservation are legal,
ethical, and business requirements. In meeting that commitment,
we have implemented appropriate environmental management
systems and closely monitor such systems to ensure that
these standards are met.
PROTECTING EMPLOYEE PRIVACY
The Company is committed to providing
privacy protection of employee data maintained by the
company. Employee data will be used for the sole purpose
of supporting company operations and providing employee
more detailed information in this regard.
We have put safeguards in place
to ensure that personal data is protected from unauthorized
access and disclosure, including limiting access to such
data only to those employees with a legitimate business
purpose. All employees are responsible for ensuring compliance
PROTECTING THE COMPANY'S
Protecting information about the
Company's products, activities, performance, or plans
is critical to our competitive position and reputation.
Good judgment is needed to determine what information
can or cannot be disclosed to others. Should there be
any question as to whether certain information is confidential,
employees should consult their supervisor.
The use of confidential company
information for the personal gain of an employee, officer,
director, or anyone else is contrary to the Company's
policies and, in many cases, unlawful. Confidential information
includes all nonpublic information that might be of use
to competitors, or harmful to the company or its customers,
Buying or selling the Company stock
on the basis of material nonpublic information is also
prohibited. It is unlawful to communicate this information
to other persons who may trade in our stock. Our "Corporate
Disclosure Policy" outlines a more detailed policy
in this regard.
AVOIDING CONFLICTS OF INTEREST
The best interests of the Company
are expected to be foremost in the minds of our employees,
officers, and directors as they perform their duties.
When we become employees of the company, and receive pay
and benefits, we make this commitment.
It is wrong to seek any other economic
gain by virtue of being a Company employee, officer, or
director. Giving or receiving anything of enough value
to influence sound business judgment is prohibited. This
also applies to family, friends and business associates.
Employees may not work for or receive
payments for services from any competitor, customer, distributor,
sub-contractor or supplier of the Company without approval
of management. The skills acquired by employees and used
for the benefit of the Company must not be used in such
a way that could hurt the business of the Company. Employees
serving on boards of directors or similar bodies for an
outside company or government agency require approval
of management in advance.
No employee may allow his or her
investments to influence, or appear to influence, their
independent judgment on behalf of the Company. If there
is a doubt about how an investment might be perceived,
it should be disclosed to management. No employee is permitted
to acquire rights to property or materials while in possessing
knowledge that the Company may be interested in pursuing
such an opportunity where such information is not yet
The Company trusts its employees,
officers, and directors with information about company
activities and with company funds and property. Use of
any of these in a way that conflicts with company interests
is strictly prohibited.
PROPER USE OF COMPANY FUNDS
Employees are personally accountable
for any form of company funds such as gas cards, tickets,
cash, and cheques. Those who authorize the use of funds
must ensure that the Company has received proper value
PROPER USE OF COMPANY INFORMATION
AND COMPANY PROPERTY
The Company trusts its employees
with information about company activities and with company
property. Use of these in a way that conflicts with company
interests, or in any manner that may reasonably be considered
offensive or disruptive to another employee, is strictly
prohibited. Company information and property may only
be used for business purposes and other purposes approved
by management and in any case may never be used for illegal
INTEGRITY OF RECORDKEEPING/ACCOUNTING
The Company documents a wide range
of its activities. The integrity of these records is relied
upon to make important business decisions and take actions.
Therefore, it is essential that all records are accurate
and complete. This responsibility prohibits false or misleading
entries regarding both the amount or purpose of transactions.
Some examples include vouchers, bills, financial data,
expense reports, and performance records. Violations can
be reported pursuant to our "Whistleblower Policy".
RESPONSIBILITY TO AND EXPECTATIONS
OF BUSINESS PARTNERS
All internal business communications,
formal or informal, should be clear, truthful and accurate.
The use of exaggeration, colourful language, guesswork,
legal conclusions, and derogatory remarks or characterizations
of people and businesses should be avoided.
Neither the Company nor its representatives
will do business with others who are likely to harm the
Company's reputation. Subcontractors must act consistently
with this Code, and joint ventures or alliances will only
be formed with businesses that share the Company's commitment
to ethical standards. All arrangements with agents, consultants
or subcontractors, or regarding joint ventures or alliances
must comply with this Code and applicable laws.
RESPONSIBILITY TO COMPETITORS
It is prohibited to use any illegal
or unethical methods to gather competitive information.
If information is obtained by mistake that may constitute
a trade secret or confidential information of another
business, or if there are questions about the legality
of information gathering, either management or, where
appropriate, the Company's legal counsel should be consulted
PERSONAL COMMUNITY ACTIVITIES
Employees are free to support community,
charity and political organizations and causes of their
choice, as long as it is clear that their views and actions
are not those of the Company. Outside activities must
not interfere with job performance. No one may pressure
another employee to express a view that is contrary to
a personal belief, or to contribute to or support political,
religious or charitable causes.
No one may, except with the approval
of management, make any political contribution on behalf
of the Company or use the Company's name, funds, property,
equipment or services for the support of political parties,
initiatives, committees or candidates.
APPROPRIATE USE OF EMAIL,
INTERNET, AND OTHER COMPUTING RESOURCES
Electronic commerce, electronic
mail, and other Internet-related systems are intended
to be used for company business only. Additionally, all
information on company computer systems, including electronic
mail, is the property of the Company. Therefore, to ensure
that computing resources are used in accordance with expectations,
management may inspect and disclose the contents of electronic
messages if such inspection and disclosure is made for
legitimate business purposes or is necessary to protect
the rights and property of the Company. Our "Use
of Electronic Mail and Internet" Policy provides
a more detailed policy in this regard.
RULE OF LAW
Any employee, officer or director
involved in court or other similar proceedings arising
out of his or her employment with, or service to, the
Company shall abide by the rules of that forum, cooperate
with the orders of that forum, and not in any way commit
perjury or obstruction of justice. All the Company employees
must, at a minimum, comply with all applicable laws that
relate to the conduct of our business in the relevant
RESPONSIBILITY TO REPORT
Each employee, officer, and director
of the Company is expected to carry out his or her work
in accordance with the business standards of conduct of
the Company. Managers are expected to implement policies,
programs, and procedures and ensure adequate communications
as well as ensure internal controls are in place for their
business unit to ensure compliance with the spirit and
intent of applicable laws and policies. Managers and supervisors
are responsible for distributing copies of the "Code
of Ethical Conduct" to employees, as well as making
them aware of the importance and specific requirements
of this policy.
Employees are urged to direct any
questions or concerns about the Company's activities to
their supervisors or the human resources department, (or
to the Compliance Officer if the matter pertains to the
"Whistleblower Policy"). Any employee who suspects
that a violation of the Code of Ethical Conduct has occurred
is obligated to report it, and such employee shall be
protected from retaliation.
Upon notification of a violation
of this Code, a thorough investigation will be conducted,
by management, or the Audit Committee, as appropriate.
Corrective and disciplinary actions will be taken, if
appropriate, up to and including the laying of criminal
charges and termination of employment.
INFOLINK TECHNOLOGIES LTD.
The Code of Ethics and Conduct
("Code") of Infolink Technologies Ltd. (the
"Corporation") requires employees, officers
and directors of the Corporation to observe high standards
of business and personal ethics in the conduct of their
duties and responsibilities. In addition, the Corporation
strives to maintain financial records and prepare financial
statements and reports which comply with all applicable
accounting principles and laws. As employees and representatives
of the Corporation, we must practice honesty and integrity
in fulfilling our responsibilities and comply with all
applicable laws and regulations. Unlawful activity of
any kind is prohibited.
The goal of this Whistleblower
Policy (the "Policy") is to discourage illegal
activity and business conduct that damages the Corporation's
good name, business interests, and its relationship with
shareholders and the community at large. This Policy provides
an avenue for employees to raise concerns regarding breaches
of the Code and questionable accounting or auditing matters
and provides reassurance that they will be protected from
reprisals or victimization for whistleblowing in good
It is the responsibility of all
employees, officers and directors of the Corporation to
report any violations or suspected violations of the Code
and any concerns regarding accounting, financial statement
disclosure, internal accounting or disclosure controls
or auditing matters (a "Complaint") in accordance
with this Policy.
No employee, officer or director
of the Corporation who in good faith makes a Complaint
shall suffer harassment, retaliation or adverse employment
consequences. An employee that retaliates against someone
who has made a Complaint in good faith is subject to discipline
up to and including termination of employment.
This Policy is intended to encourage
and enable employees and others to raise serious concerns
within the Corporation rather than seeking resolution
outside the Corporation. The Corporation has an open door
policy and encourages employees to share their questions,
concerns, suggestions or complaints with someone who can
address them properly. In most cases, an employee's supervisor
is in the best position to address an area of concern.
However, it you are not comfortable speaking with your
supervisor or you are not satisfied with your supervisor's
response, you are encouraged to speak with anyone in management
whom you are comfortable approaching.
For suspected fraud or securities
law violations, or when you are not satisfied or uncomfortable
with following the Corporation's open door policy, individuals
should contact the Corporation's Compliance Officer directly.
Supervisors and managers are required
to report all Complaints to the Corporation's Compliance
Officer who has specific and exclusive responsibility
to investigate all Complaints. A sample Complaint Form
is attached hereto as Exhibit A, which is recommended
for use by the person receiving the Complaint.
The Corporation's Compliance Officer
is responsible for investigating all reported Complaints.
The Compliance Officer is Wanda Lee, the Chief Financial
Officer of the Corporation and interim President and Chief
Executive Officer of the Corporation. The telephone number
for the Compliance Officer is (416) 504-8805 and her email
is email@example.com. If you are not comfortable speaking
with the Compliance Officer or the Compliance Officer
is unavailable and the matter is urgent, you may contact
the Chairman of Infolink's Board of Directors, Mr. Stewart
Wright at (416) 214-4379 or by email at firstname.lastname@example.org.
ACCOUNTING AND AUDITING
The Compliance Officer has direct
access to the Audit Committee at any time and is required
to report to the Audit Committee at least annually on
The Audit Committee shall address
all reported Complaints. The Compliance Officer shall
immediately notify the Audit Committee of any Complaint
and work with the Audit Committee until the matter is
ACTING IN GOOD FAITH
Anyone filing a Complaint must
be acting in good faith and have reasonable grounds for
believing the information disclosed indicates a violation
of the Code or constitutes a questionable accounting or
auditing matter. Any allegations that prove not to be
substantiated and which prove to have been made maliciously
or knowingly to be false will be viewed as a serious disciplinary
The Corporation will treat all
Complaints as confidential and privileged to the fullest
extent permitted by law. The Corporation will exercise
particular care to keep confidential the identity of any
person making a Complaint under this procedure until a
formal investigation is launched. Thereafter, the identity
of the person making the Complaint may be kept confidential,
if requested, unless such confidentiality is incompatible
with a fair investigation, unless there is an overriding
reason for identifying or otherwise disclosing the identity
of the person or unless such disclosure is required by
law. In this instance, the person making the Complaint
will be so informed in advance of his or her being identified
with the Complaint. Where disciplinary proceedings are
invoked against any individual following a Complaint,
the Corporation will normally require the name of the
person making the Complaint to be disclosed to the person
subject to such proceedings.
The Corporation encourages individuals
to put their name to any Complaint they make, but any
person may also make anonymous Complaints. In responding
to an anonymous Compliant, the Corporation will pay due
regard to fairness to any individual named in the Complaint,
the seriousness of the issue raised, the credibility of
the information or allegations in the Complaint and the
prospects of an effective investigation and discovery
Investigations will be conducted
as quickly as possible, taking into account the nature
and complexity of the Complaint and the issues raised
Complaints may be submitted on
a confidential basis by the complainant or may be submitted
anonymously. Complaints will be kept confidential to the
extent possible, consistent with the need to conduct an
This Policy encourages employees
to put their names to allegations because appropriate
follow-up questions and investigation may not be possible
unless the source of the information is identified. Reported
violations or suspected violations expressed anonymously
will be investigated, but consideration will be given
to the following factors: 1) the seriousness of the issue;
2) the creditability of the concern; and 3) the likelihood
of confirming the allegation from a reliable source.
HANDLING OF COMPLAINTS
The Compliance Officer will notify
the sender and acknowledge receipt of a Complaint, if
it has not been filed anonymously, within five business
days. All reports will be promptly investigated and appropriate
corrective action will be taken if warranted by the investigation.
This Policy is in effect as of
June 27, 2005.
The Corporation reserves the
right to modify or amend this Policy at any time as it
may deem necessary.