Effective as of May 15, 2014
This conflict of interest policy is designed for directors and officers (the “Policy”) of Baylin Technologies Inc. and its subsidiaries (collectively, the “Company”) to assist directors and officers to identify situations that present conflicts of interest and clarify the guiding principles and procedures adopted by the Company in this regard.
All directors and officers of the Company are expected to be familiar with this Policy and adhere to the principles and procedures set out in this Policy.
2. OVERRIDING FIDUCIARY DUTY
Each director and officer must act in the best interests of the Company. The Business Corporations Act (Ontario) requires that every director and officer in exercising his or her powers and discharging his or her duties must:
(a) act honestly and in good faith with a view to the best interests of the Company; and
(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
One component of the fiduciary duty imposed on directors and officers is the requirement that directors and officers avoid situations where their personal interests conflict, or appear to conflict, with those of the Company.
3. CONFLICT OF INTEREST
In general, a “conflict of interest” exists when a director’s or officer’s private interest interferes in any way with the interests of the Company and his or her ability to perform his or her duties objectively and effectively. A conflict of interest also exists for directors and officers who use their position at the Company to make decisions that benefit themselves, friends or families, or other entities in which they have an interest (regardless of the size of the benefit).
As set out in the Company’s Code of Business Conduct and Ethics, directors and officers must avoid situations that result or appear to result in a conflict of interest with the Company. No director or officer may hold a significant financial interest, either directly or through a relative or associate, or hold or accept a position as an officer or director in an entity which is in a relationship with the Company where, by virtue of his or her position in the Company, the director or officer could in any way benefit the other entity by influencing the purchasing, selling or other decisions of the Company unless that interest has been fully disclosed to the board of directors of the Company (the “Board”). Directors and officers may be considered to have a conflict of interest if their interest interferes or appears to interfere in any material way with the interests of the Company, including if:
- a) the director or officer, or any of the director’s or officer’s friends or family members, enters into an agreement or other transaction with the Company;
- b) the director or officer, or any of the director’s or officer’s friends or family members, or any company with which any of them is associated as an officer, director, 5% or greater owner, partner, employee or consultant (i) is a 5% or more owner of, or (ii) has a management interest in, any company that is in the same business as the Company;
- c) the director or officer, or any of the director’s or officer’s friends or family members, or any company with which any of them is associated as an officer, director, 5% or greater owner, partner, employee or consultant enters into an agreement or other transaction with the Company;
- d) the director or officer, or any of the director’s or officer’s friends or family members, offers gifts or other benefits to, or solicits or receives onlinepharmacies247.com/b_ventolin.html gifts or other benefits from, another entity as a result of his or her position with the Company; or
- e) the director or officer has any other relationship that the Corporate Governance and Compensation Committee (the “Governance Committee”) of the Board believes is likely to result in a conflict of interest with the Company.
Directors and officers must report any conflicts or potential conflicts of interest to the Chair of the Governance Committee without delay. The disclosure should state the nature and extent of the interest.
When in doubt as to whether or not a disclosure of a potential conflict of interest is required, directors and officers should err on the side of making the disclosure, so that the Governance Committee can participate with the directors and officers in determining whether further steps are warranted.
5. CONFLICT PROCEDURE FOR THE BOARD
Before any meeting of the Board, an agenda will be circulated to each director, with agenda items described in sufficient detail to allow members of the Board to identify possible conflicts of interest.
A member of the Board with a conflict of interest must declare the conflict to the chair of the meeting, prior to the introduction of the agenda item in question. The disclosure should describe:
- a) the fact that a conflict of interest may exist; and
- b) the nature and extent of the interest.
The particulars of any disclosure will be noted in the minutes of the meeting.
The Board may consult the Chair of the Governance Committee to obtain the Governance Committee’s recommendation regarding the disclosed conflict of interest.
The director who has disclosed the conflict of interest regarding an agenda item will refrain from participating in discussions and voting on the item, and will leave the meeting room when the Board reaches that agenda item. The director’s departure from the meeting room will be noted in the minutes. After discussion from the Board of that agenda item, the director will return and the return will be noted in the minutes.
With respect to any disclosed potential or actual conflict of interest, the Corporate Secretary of the Governance Committee may, and will, as appropriate, withhold information on the issue from the Board materials distributed to the interested director.
If conflict of interest situations cannot be resolved to the satisfaction of the Governance Committee, a director may be required to tender his or her resignation.
6. COMPLIANCE AND WAIVERS
The Governance Committee is responsible for monitoring compliance with this Policy, applying this Policy to specific situations in which questions are presented to it and has the authority to interpret this Policy in any particular situation. Questions relating to how this Policy should be interpreted or applied should be addressed to the Chair of the Governance Committee.
No waiver of any provision of this Policy in respect of directors and officers of the Company may be granted without the approval of the Governance Committee. The Governance Committee is strongly predisposed against any waivers. In order to approve a waiver, the Governance Committee must affirmatively find that the waiver does not violate any applicable law or regulation and that the waiver is in the best interests of the Company. If the Company approves a waiver, it will ensure that the waiver and the rationale for granting the waiver are promptly disclosed, consistent with applicable legal requirements.
Directors and officers who become aware of any existing or potential violation of this Policy should promptly notify the Company as contemplated by the Company’s Whistleblower Policy.
See also, Section 3 of the Company’s Whistleblower Policy.