- Anti-Bribery Policy
Corporate Governance Practices
The Board of Directors
The Board of Directors is responsible for the oversight of the management of the Corporation's business and affairs. The Board has the statutory authority and obligation to protect and enhance the value of the Corporation in the interest of all shareholders. Members of the Board of Directors, along with management and employees, believe that good corporate governance contributes to the creation of shareholder value.
Composition and Independence of the Board
The Board is composed of six directors, all of whom are independent as such term is defined under National Policy 58-201 -- Corporate Governance Guidelines of the Canadian Securities Administrators ("NP 58-201").
The Board has access to information independent of management through the Corporation's auditors, PricewaterhouseCoopers LLP. The Committees of the Board regularly meet in the absence of management.
Avoidance of Conflicts of Interest: Related Purchases
The Board has established a procedure for reviewing transactions in which the Manager may have or appear to have a conflict of interest. If the Manager determines that it would be beneficial for Uranium Participation Corporation to purchase or sell U3O8 from or to the production or inventories of the Manager, an affiliated company of the Manager, or another other related party (as such term is defined in Multilateral Instrument 61-101) of the Manager in an amount greater than $1,000,000 in the aggregate, such purchase will require the approval of the directors of Uranium Participation Corporation.
Standing Committees of the Board
The Board of Directors currently has the following three standing committees:
- Audit Committee
- Corporate Governance and Nominating Committee
- Compensation Committee
The Board has adopted a board mandate and a charter for each board committee, setting forth the applicable body's mandate, organization, powers and responsibilities. See "Investor Information/Corporate Governance/Board and Committee Charters for the complete text of the mandates and charters.
The Board has established an Audit Committee comprised of three of its directors, all of whom qualify as independent and financially literate as such terms are defined under Multilateral Instrument 52-110 - Audit Committees. This committee is responsible for such matters as the review of financial statements and related press releases, monitoring Uranium Participation Corp.'s financial reporting, accounting systems and internal controls and for the review of the independence and selection of, and liaising with, external auditors.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee, which is comprised of three directors, is responsible for developing Uranium Participation Corp.'s approach to corporate governance issues, advising the Board of Directors in filling vacancies and at least annually reviewing the composition and effectiveness of the Board of Directors, its committees and individual directors.
The Compensation Committee
The Compensation Committee is comprised of two directors, both of whom are independent and have compensation literacy as such terms are defined under NP 58-201. This Committee is responsible for developing UPC's approach to and reviewing director compensation.
Code of Ethics for Directors, Officers and Employees
Uranium Participation Corporation and its subsidiaries (collectively, "UPC"), is committed to conducting its business in compliance with the law and the highest ethical standards. This Code of Ethics (the "Code") summarizes the standards that must guide the actions of UPC's directors, officers and all employees.
This Code sets out written standards that are designed to deter wrongdoing and to promote:
- Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
- Full, fair, accurate, timely and understandable disclosure in reports and documents that UPC files with, or submits to, applicable securities regulators and in other public communications made by UPC;
- Compliance with applicable governmental laws, rules and regulations;
- The prompt internal reporting to an appropriate person or persons of violations of this Code; and
- Accountability for adherence to this Code.
While covering a wide range of business practices and procedures, this Code cannot and does not cover every issue that may arise, or every situation in which ethical decisions must be made, but rather sets forth key guiding principles of business conduct that UPC expects of all of its directors, officers and employees. This Code should be read in conjunction with UPC's other corporate policies and procedures, including those related to corporate disclosure, insider trading, and the protection of confidential information.
This Code is pursuant to the provisions of National Policy 58-201 promulgated by the Canadian Securities Administrators.
2. Compliance with Laws, Rules, and Regulations
UPC is strongly committed to conducting its business affairs with honesty and integrity and in full compliance with all applicable laws, rules, and regulations. No director, officer or employee may commit an illegal or unethical act, or instruct or authorize others to do so, for any reason, in connection with any act, decision or activity that is or may appear to be related to his or her employment by or position with UPC.
3. Conflicts of Interest
All directors, officers and employees have an obligation to act in the best interest of UPC. Any situation that presents an actual or potential conflict between a director, officer or employee's personal interests and the interests of UPC should be reported to the Chair of UPC's Audit Committee. Any director, officer or employee has a conflict of interest when his or her personal interests, relationships or activities, or those of a member of his or her immediate family, interfere or conflict, or even appear to interfere or conflict, with UPC's interests. A conflict of interest can arise when any director, officer or employee takes an action or has a personal interest that may adversely influence his or her objectivity or the exercise of sound, ethical business judgment. Conflicts of interest can also arise when any director, officer or employee, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position at UPC. No director, officer or employee should improperly benefit, directly or indirectly, from his or her status as director, officer or employee of UPC or from any decision or action by UPC that he or she is in a position to influence.
By way of example, a conflict of interest may arise if any director, officer or employee:
- Has a material personal interest in a transaction or agreement involving UPC;
- Accepts a gift, service, payment or other benefit (other than a nominal gift) from a competitor, supplier, or customer of UPC, or any entity or organization with which UPC does business or seeks or expects to do business;
- Lends to, borrows from, or has a material interest in a competitor, supplier, or customer of UPC, or any entity or organization with which UPC does business or seeks or expects to do business (other than routine investments in publicly traded companies);
- Knowingly competes with UPC or diverts a business opportunity from UPC;
- Serves as an officer, director, employee, consultant, or in any management capacity, in an entity or organization with which UPC does business or seeks or expects to do business (other than routine business involving immaterial amounts, in which the director, officer or employee has no decision-making or other role);
- Knowingly acquires, or seeks to acquire an interest in property (such as real estate, patent rights, securities, or other properties) where UPC has, or might have, an interest;
- Has a material interest in an entity or organization with which UPC does business or seeks or expects to do business; or
- Participates in a venture in which UPC has expressed an interest.
Directors, officers and employees are expected to use common sense and good judgment in deciding whether a potential conflict of interest may exist. This provision does not apply to any services that may be provided to UPC by its officers pursuant to a management services or consulting agreement from time to time.
4. Insider Trading
All non-public information about UPC or its partners should be considered confidential information. To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal. If you have any questions, please consult UPC's Chief Executive Officer or Corporate Secretary.
5. Protection and Proper Use of Corporate Assets and Opportunities
Directors, officers and employees owe a duty to UPC to advance its legitimate interests when the opportunity to do so arises. All directors, officers and employees should endeavor to protect UPC's assets and ensure their efficient use. Theft, carelessness and waste have a direct, negative impact on UPC's image and profitability. All of UPC's assets should only be used for legitimate business purposes.
Directors, officers and employees are prohibited from (a) taking for themselves personally opportunities that are discovered through the use of UPC property, information or position; and (b) using UPC property, information, or position for personal gain. By way of example, the following types of activities are prohibited:
- Using UPC assets for other business or personal endeavors; or
- Obtaining or seeking to obtain any personal benefit from the use or disclosure of information that is confidential or proprietary to UPC or from the use or disclosure of confidential or proprietary information about another entity acquired as a result of or in the course of his or her employment with UPC.
6. Confidentiality of Corporate Information
Directors, officers and employees must maintain the confidentiality of information entrusted to them by UPC or its customers, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors or might be harmful to UPC or its partners and associates, if disclosed.
7. Fair Dealing With UPC's Security Holders, Customers, Suppliers, Competitors and Employees
Directors, officers and employees shall deal honestly, fairly and ethically with all of UPC's security holders, customers, suppliers, competitors and employees. In all such dealings, directors, officers and employees shall comply with all laws, rules and regulations and not take any actions that would bring into question the integrity of UPC or any of its directors, officers or employees.
8. Quality of Public Disclosure
UPC is committed to providing information about UPC to the public in a manner that is consistent with all applicable legal and regulatory requirements and that promotes investor confidence by facilitating fair, orderly, and efficient behavior. UPC's reports and documents filed with or submitted to securities regulators, and UPC's other public communications, must include full, fair, accurate, timely, and understandable disclosure. All directors, officers and employees who are involved in UPC's disclosure process are responsible for using their best efforts to ensure that UPC meets such requirements. Directors, officers and employees are prohibited from knowingly misrepresenting, omitting or causing others to misrepresent or omit material information about UPC to others, including to UPC's independent auditors.
UPC maintains all records in accordance with laws and regulations regarding retention of business records. The term "business records" covers a broad range of files, reports, business plans, receipts, policies and communications, including hard copy and electronic whether maintained at work or at home. UPC prohibits the unauthorized destruction of or tampering with any records, whether written or in electronic form, where UPC is required by law or government regulation to maintain such records or where it has reason to know of a threatened or pending government investigation or litigation relating to such records.
9. Respect for Our Employees
UPC's employment decisions will be based on reasons related to its business, such as job performance, individual skills and talents, and other business/related factors. UPC requires adherence to all applicable federal, provincial and state employment laws. In addition to any other requirements of applicable laws in a particular jurisdiction, UPC prohibits discrimination in any aspect of employment based on race, color, religion, sex, national origin, disability or age, within the meaning of applicable laws.
10. Abusive or Harassing Conduct Prohibited
UPC policy prohibits abusive or harassing conduct by its employees toward others, such as unwelcome sexual advances, comments based on ethnicity, religion or race, or other non-business, personal comments or conduct that make others uncomfortable in their employment with UPC. UPC encourages and expects all employees to report harassment or other inappropriate conduct as soon as it occurs.
11. Compliance with This Code and Reporting of Any Illegal or Unethical Behavior
Directors, officers and employees are expected to comply with all of the provisions of this Code. This Code will be strictly enforced and violations will be dealt with immediately, including subjecting the director, officer or employee to corrective and/or disciplinary action, including without limitation, dismissal or removal from office. Violations of this Code that involve unlawful conduct will be reported to the appropriate authorities. Situations that may involve a violation of ethics, laws, or this Code may not always be clear and may require difficult judgment.
Directors, officers or employees who have concerns or questions about violations of laws, rules or regulations, or of this Code, should report them to the Corporate Secretary or to the Chair of UPC's Audit Committee. If the concerns involve accounting, internal controls and auditing matters, such concerns may also be reported by employees on a confidential and anonymous basis under UPC's Whistle Blowing Complaint Procedures. Following receipt of any complaints submitted hereunder, the Corporate Secretary or Chair of the Audit Committee, as the case may be, will investigate each matter so reported and report to the Audit Committee. The Audit Committee will have primary authority and responsibility for the enforcement of this Code, subject to the supervision of the Board of Directors. UPC encourages all directors, officers, and employees to report promptly any suspected violation of this Code to the Corporate Secretary or Chair of the Audit Committee. UPC will tolerate no retaliation for reports or complaints regarding suspected violations of this Code that were made in good faith. Open communication of issues and concerns without fear of retribution or retaliation is vital to the successful implementation of this Code. UPC will take such disciplinary or preventive action as it deems appropriate to address any violations of this Code that are brought to its attention.
12. Waivers and Amendments
Any waivers from this Code that are granted for the benefit of UPC's directors or executive officers (including without limitation, UPC's Chief Executive Officer, Chief Financial Officer, Controller and persons performing similar functions) shall be granted by the Audit Committee or by the Board of Directors. Any waivers for all other employees shall be granted exclusively by the Chief Executive Officer or by any other senior officer as may be designated by the Audit Committee. Amendments to or waivers of the provisions in this Code will be promptly publicly disclosed in accordance with applicable laws and regulations.
13. Affirmation by Directors and Officers
This Code will be circulated to all directors, officers and employees of the Corporation on an annual basis and whenever changes are made. New directors, officers and employees will be provided with a copy of this Code and will be advised of its importance.
At the time of each annual meeting of shareholders, the directors and officers of UPC will affirm their compliance with this Code in writing.
Policy and Procedures for the Receipt, Retention and Treatment of Complaints Regarding Accounting, Internal Accounting Controls or Auditing Matters (the “Whistle Blowing/Complaint Procedures”)
Uranium Participation Corporation (the “Company”) is committed to the highest standards of openness, honesty and accountability that its various stakeholders are entitled to expect.
The Audit Committee of the Board of Directors of the Company has established the following procedures for the receipt, retention and treatment of complaints or submissions regarding accounting, internal accounting controls or auditing matters (in this policy, a “complaint”), as required under Multilateral Instrument 52-110 promulgated by the Canadian Securities Administrators.
General Complaint Procedure:
Anyone may file a complaint by posting it to the Corporate Secretary, Uranium Participation Corporation, 1100 -- 40 University Avenue, Toronto ON M5J 1T1. The Corporate Secretary will forward the complaint to the Chair of the Audit Committee.
Confidential, Anonymous Submissions:
In addition to the General Complaint Procedure set out above, any person may submit a confidential, anonymous complaint regarding a questionable accounting or auditing matter by forwarding it in a sealed envelope marked and addressed as follows:
Chair of the Audit Committee
Uranium Participation Corporation
c/o Mr. Chad Accursi
Cassels Brock & Blackwell LLP
2100 Scotia Plaza, 40 King Street West Toronto, Ontario, M5H 3C2
Contents of Complaints
To assist the Company in the response to or investigation of a complaint, the complaint should contain as much specific, factual information as possible to allow for proper assessment of the nature, extent and urgency of the matter that is the subject of the complaint, including, without limitation and to the extent possible, the following information:
- the alleged event, matter or issue that is the subject of the complaint;
- the name of each person involved;
- if the complaint involves a specific event or events, the approximate date and location of each event; and
- any additional information, documentation or other evidence available to support the complaint.
Following the receipt of any complaints submitted hereunder, the Audit Committee will address each matter so reported, and corrective and disciplinary actions will be taken, if appropriate. The Audit Committee shall determine the steps and procedures to be taken to address the complaint and whether an investigation is appropriate and, if so, what form such investigation should take (for example whether external investigators should be employed, the timing of such investigation and other such matters as are deemed appropriate in the circumstances).
The Company shall maintain the confidentiality or anonymity of the person making the complaint to the fullest extent reasonably practicable within the bounds of the law and of any ensuing evaluation or investigation. Legal or business requirements may not allow for complete anonymity. Also, in some cases it may not be possible to proceed with or properly conduct a complete investigation unless the complainant identifies himself or herself. In addition, persons making complaints should be cautioned that their identity might become known for reasons outside of the control of the Company. The identity of other persons subject to or participating in any inquiry or investigation relating to a complaint shall be maintained in confidence subject to the same limitations.
Safeguards Against Retaliation, Harassment or Victimization
The Company understands and acknowledges that the decision to report or raise a complaint can be a difficult one to make. The Company will not tolerate any retaliation, harassment or victimization (including informal pressures) and shall take appropriate action to protect persons who raise any complaint under this Policy in good faith.
Reporting and Retention of Records
The Chair of the Audit Committee will maintain a log of all complaints, tracking their receipt, investigation and resolution and shall prepare a summary thereof and present the same to the Audit Committee on a quarterly basis. Copies of complaints and such log shall be maintained by the Chair of the Audit Committee in a confidential manner.
Records of any complaints shall be maintained by the Audit Committee or its designee for a period of at least 7 years.
These Whistle Blowing/Complaint Procedures will be distributed annually to all Company directors and officers and will be published on the Company’s website.
- Disclosure Policy
- Governing Documents
- Board and Committee Charters