At Lightstream, we recognize the value of relationships with our employees, contractors, vendors, landowners, investors and the community at large. These relationships are based on integrity and trust and our commitment to maintaining high ethical standards throughout our day-to-day dealings with others.
This Code of Business Ethics (“Code”) reflects our commitment to a culture of honesty, integrity, respect and accountability and outlines the basic principles and policies with which all representatives are expected to comply. Lightstream demands the highest level of personal conduct from all representatives, well in excess of the legal minimum. Our compliance with both the letter and spirit of the Code is essential to protecting Lightstream’s business and reputation.
As with any statement of policy, the exercise of judgment is required in determining applicability of this Code to each individual situation. If there is any confusion with regards to complying with the Code, our other policies or applicable laws and regulations, you are expected to seek guidance.
In this Code, Lightstream and our subsidiaries are referred to as “Lightstream” or the “Company”.
Except where stated otherwise in this Code, this Code applies to the Directors, Officers, employees, consultants, contractors and agents of Lightstream (collectively, “representatives”).
“Board” means the Board of Directors of Lightstream.
“Director” means any member of the Board.
“Officer” means any officer of Lightstream, as appointed by the Board.
Lightstream’s management is committed to living up to high standards of ethical behaviour and integrity. This Code has been approved by our Board and has been read, discussed and adopted by all of our Officers. We believe that effective corporate governance begins with a strong board of directors, able to act independently. Our Board consists of a majority of outside, independent directors all of whom have read and committed to this Code.
Lightstream is committed to treating all representatives with dignity, respect and fairness. We will value and respect their rights and their contribution to our success.
Lightstream's commitment to our representatives includes providing a safe and healthy workplace. All of us must all take responsibility for understanding the health, safety and environmental rules that apply to the tasks we perform and for taking the appropriate precautions to protect ourselves and our fellow representatives from accidents, injury or unsafe conditions. Accidents, injuries, unsafe equipment, practices or conditions need to be reported immediately. The Company will regularly monitor and review our safety performance and strive for continual improvement.
Lightstream values the diversity of our representatives and is committed to providing equal opportunity in all aspects of employment. Representatives are encouraged to speak out if they have concerns with regards to their workplace environment and report harassment, whether verbal, physical or visual, when it occurs.
Lightstream is committed to conducting our business with honesty, integrity, accountability and fairness and expects the same from all of our business partners. We will deal honestly and fairly with our suppliers, contractors, fellow representatives, competitors and other stakeholders. We will not take unfair advantage of anyone through illegal conduct, manipulation, concealment, abuse of privileged information, misrepresentation of material facts or other dishonest or unfair practices.
Honest and accurate recording and reporting of information is critical to our ability to make responsible business decisions. The Company's records are relied upon to produce reports for the Company's management, shareholders, creditors, government agencies and others. Our financial statements and the books and records on which they are based must completely, accurately and fairly reflect all corporate transactions and conform to all legal requirements and accounting principles and policies.
All representatives have a responsibility to ensure the accuracy and completeness of records, reports and communications and the correct classification of transactions as to accounts, departments or accounting periods. All transactions must be supported by the appropriate documentation and comply with prescribed accounting policies, audit procedures and other such controls. We will never destroy or alter documents or records so as to hide the documents or our actions.
The Company believes in open access for our auditors and independent engineers to all of our documents and records and full and open communication with our auditors and independent engineers with respect to their engagement.
As representatives of Lightstream, we must not personally take advantages or opportunities that arise because of corporate property, information or position and must not use corporate property, information or position for personal gain.
Representatives must never let personal interests interfere with, or appear to interfere in any way with, the interests of the Company and/or our ability to perform our work effectively. The ability to make objective business decisions can be compromised if a representative has personal interests that conflict with the Company's interests. Conflicts of interest may also arise when a representative or a member of his or her family, receives improper personal benefits because of his or her position in the Company. Loans to, or guarantees of obligations of, such persons are likely to pose conflicts of interest, as are transactions and/or agreements of any kind between the Company and any other organization in which you or a family member have an interest.
The Company is engaged in the oil and gas business. In general, the private investment activities of representatives are not prohibited, however, should an existing investment pose a potential conflict of interest the potential conflict should be disclosed to an Officer.
No employee of Lightstream should be a director, officer, employee, contractor or consultant of any other entity that is or may be in competition with Lightstream unless authorized by the CEO, in the case of an Officer or employee, or the Board, in the case of the CEO.
It is acknowledged that Directors of Lightstream may be directors or officers of other entities engaged in the oil and gas business, and that such entities may compete directly or indirectly with the Company. Any Director of Lightstream who is a director or officer (or who is otherwise actively engaged in the management of), or who owns an investment of ten percent or more of the outstanding shares in, public or private entities engaged in the oil and gas business shall disclose such positions or investments to the Board. Passive investments in public or private entities of less than ten per cent of the outstanding shares will not be viewed as "competing" with the Company. In the event that any circumstance should arise as a result of such positions or investments being held or otherwise which in the opinion of the Board of Directors constitutes a conflict of interest which reasonably affects such person's ability to act with a view to the best interests of the Company, the Board of Directors will take such actions as are reasonably required to resolve such matters with a view to the best interests of the Company.
In the normal course of our business, representatives may become aware of confidential information. Confidential information includes non-public information of a proprietary, technical, business, or financial nature. Confidential information may be our own or may be information from partners, or business associates. Representatives must not disclose confidential information to any person outside of the Company unless authorized or legally required to do so. We must take care not to intentionally or unintentionally disclose confidential information to anyone who does not need to know the information for business purposes, even if that person is a Lightstream representative. We must also take reasonable care to protect confidential information from theft or unauthorized access. These confidentiality obligations remain in effect even after termination of employment, service agreement or appointment with Lightstream.
In order to maintain the consistency and quality of the disclosures by the Company to our stakeholders, and to better limit the potential for leaks of confidential information or selective disclosure, representatives should not be disclosing or discussing matters relating to the Company on blogs, tweets, bulletin boards, social networking sites and other social media sites. Representatives may disseminate the contents of the Company's existing public disclosure record, provided such dissemination is in compliance with this Code and the Company's other policies.
The market price of the Company's shares is based on public knowledge about our results, assets and prospects. The markets rely on all participants having equal access to all public information. As representatives, from time-to-time, we have material knowledge about our Company or another entity that we do business with that has not yet been disclosed to the general public. Representatives of Lightstream, and their friends, family or associates must not benefit from this undisclosed information. It is against Company policies and illegal for any representative to use material non-public information regarding the Company or any other company to obtain profit for himself or herself; or directly or indirectly "tip" others who might make an investment decision on the basis of that information. We are required to comply with the trading restrictions and blackout periods outlined in the Company's Corporate Disclosure, Confidentiality and Trading Policy, which sets out more information and requirements with respect to insider trading and disclosure.
We are each entrusted with Company assets that we must protect from loss, damage, misuse or theft. The Company's assets may only be used for legitimate business purposes and may never be used for illegal purposes. The obligation to protect Company assets is not limited to physical assets but extends to proprietary information. Proprietary information includes any information that is not generally known to the public, would be helpful to our competitors, or harmful to our competitive positions.
Proprietary information and other assets created by Lightstream employees or by representatives remain the property of Lightstream.
The Company provides computers, electronic equipment and internet access to assist representatives in their work. Incidental and occasional personal use is permitted, but never for personal gain or any improper purpose.
Compliance with both the letter and the spirit of all laws, rules and regulations applicable to our business is critical to our reputation and continued success. All representatives must respect and obey the laws of all jurisdictions in which we operate and must not act on the Company's behalf in any manner that is inconsistent with Company policies or applicable law or regulation. For example:
The exchange of gifts and entertainment is a common practice in most business communities and is designed to develop and foster goodwill among business partners. Accepting gifts and entertainment can cause problems when they compromise – or appear to compromise – our ability to make fair and objective business decisions. No gift or entertainment should be accepted, or offered, if it will unfairly influence a business relationship.
There are many factors that influence whether a gift or entertainment is normal and customary. Gifts or entertainment should be moderate, reasonable and in good taste, be of a style or value commonly accepted for business occasions and should not be unusual for the recipient's job or community. The exchange must create no obligation or sense of obligation and should occur infrequently.
Business entertainment can present situations where discretion is required since some commonly accepted business invitations can include recreational opportunities or event tickets that are of significant value. In these cases the recipient should ensure that there is a valid business development reason for attending and that there will be representation from other business executives at the event. If the invitation is for an event where the value being received may be significant, officer approval is required, or in the case of the Chief Executive Officer, approval by the Chair of the Governance Committee is required. As transportation costs for events can also be significant, payment of these costs by another party is not acceptable and will be covered by the Company if there is a valid business reason to accept the invitation.
We respect and support the right of our representatives to participate in political activities of their choice provided that their involvement is kept separate from their role as a representative. Representatives must take care to represent their views as their own and not the Company's. These activities should not be conducted on Company time or involve the use of any Company resources such as telephones, computers or supplies unless specifically approved by an officer of the Company.
There are laws and regulations pertaining to political contributions made both in dollars and in "kind". Where the Company deems appropriate, it may occasionally choose to make such contributions but only when authorized by the Chief Executive Officer, and only when the contribution is legal and appropriate for corporations such as the Company.
Representatives are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation and to report any concerns they have about violations of laws, rules, regulations or this Code or in relation to any questionable accounting, auditing or financial reporting. Reference is made to our Whistleblower Policy as to an available procedure for the submission of matters through a confidential anonymous process. The Company will not allow any retaliatory action against any representative who, in good faith, reports a possible violation or concerns.
All representatives are personally accountable for learning, endorsing and promoting this Code and applying it to their own conduct. This Code is not intended to address all of the situations you may encounter. There will be occasions where you are confronted by circumstances not covered by this policy or procedure and where you must make a judgment as to the appropriate course of action. In those circumstances you are encouraged to use your common sense and to contact your supervisor, manager or other appropriate person for guidance. Reference is made to our Whistleblower Policy as to an available procedure for the submission of matters through a confidential anonymous process.