Board Code of Conduct

SPARK The Energy Credit Union (Credit Union) – BOARD POLICIES
SECTION: CORPORATE GOVERNANCE POLICY: 2002
TITLE: CODE OF CONDUCT Page 1 of 10

Revised: March 2019

PURPOSE

To establish the rules governing the business and ethical conduct of the directors, officers, employees and volunteers of the Credit Union. Adherence to this Code of Conduct is mandatory for all employees, directors, officers, director trainees and volunteers; breach of this Code may result in dismissal.

POLICY STATEMENTS

Abiding by the Law

The Credit Union will, at all times and wherever it operates, comply with the letter and spirit of all applicable laws and regulation.

Standards of day-to-day conduct will be higher than those required by law. At a minimum, no employee, director or official acting on behalf of the Credit Union will knowingly aid or abet any party to make cash or other forms of transactions that are at variance with Canadian or provincial government regulations, that circumvent the exchange control laws, or that serve to evade income taxes.

Credit Union employees, directors and officers have a responsibility to act ethically and to be perceived to be acting ethically by the organizations and individuals with which they are associated.

Integrity of Records

Records, ledgers and documents of the Credit Union will be maintained with the utmost integrity, presenting all transactions in an accurate and timely manner in accordance with International Financial Reporting Standards (IFRS) and other applicable regulations.

The reliability of information and records is a basic element of the Credit Union’s integrity. No false or artificial entries will be made in books, ledgers or documents, and no employees, directors or officers will engage in any arrangement or activity that results in such entries. Full co-operation with Credit Union regulators, inspectors, and internal and external auditors is imperative.

The use of any funds or other assets, or the provision of any services by the Credit Union or any affiliate for any purpose that is unlawful under laws applicable to the Credit Union is strictly prohibited.

SPARK The Energy Credit Union (Credit Union) – BOARD POLICIES
SECTION: CORPORATE GOVERNANCE POLICY: 2002
TITLE: CODE OF CONDUCT Page 2 of 10
Revised: March 2019

No undisclosed or unrecorded funds or assets of the Credit Union or any affiliate may be established for any purpose.

Communication

The Credit Union will communicate with Employees, Directors, Officers, Director Trainees, and volunteers in an open, honest and timely manner on all matters concerning them and their service to members and the public. All facts relating to Credit Union services, prices, rates or transactions will be disclosed to the affected members and clients to ensure that they are accurately and fully informed on their service costs and benefits.

Open, honest and timely communication is expected in dealing with employees, members and/or customers, investors, associates, subsidiaries, affiliates, allied companies, communities, government, regulators, suppliers, contractors and competitors.

Two-way communication is encouraged between all groups including employees and management and elected officers and their constituents. All internal and external communication will be truthful and must not knowingly include false statements or mislead by omission of facts or details either directly or indirectly.

Confidentiality and Privacy

All records, reports and plans are private and confidential.

Each Director, Officer, Employee, Director Trainee or volunteer must use the utmost care and discretion in handling confidential information and other information not normally available to the public generally, and coming to them by reason of their Credit Union involvement. Such information will not be disclosed to third parties unless express approval to release it has been obtained. The information will not be used for personal benefit or gain, or for the personal benefit or gain of family members, friends or associates.

Any and all information regarding the Credit Union and its members acquired by directors, officers, director trainees, employees or volunteers in their capacity with the Credit Union is private and constitutes confidential data. It must not be used for any reason except for the conduct of Credit Union business. Examples include, but are not limited to, account balances, transaction details, strategies, plans, earnings projections, business volumes, survey results, marketing tactics and financial results not yet a matter of public record.

See Policy 2003 – Privacy, for further information.

SPARK The Energy Credit Union (Credit Union) – BOARD POLICIES
SECTION: CORPORATE GOVERNANCE POLICY: 2002
TITLE: CODE OF CONDUCT Page 3 of 10

Revised: March 2019

Political Contributions

The Credit Union, its employees, directors, officers, director trainees and volunteers will be fair in dealings with governments and government officers. No improper personal benefits will be offered to members of government or accepted from government.

The Credit Union has a critical interest in fair and efficient administration of government. The Credit Union will be non-partisan, and will make no contributions or donation of any kind, but may take an active position in ongoing, honest and open communication with governments, government officers and political parties in Alberta on social and economic policy matters. This interaction with governments will generally be accomplished through Alberta Central and Credit Union System communication channels.

Gifts and Payments

Except as expressly permitted in this Policy (see below), the Credit Union, its employees, directors, officers, director trainees and volunteers will not give or receive improper payments, gifts, excessive entertainment or benefit to or from any individual or organization with whom the Credit Union does business or is seeking to do business.

Gifts of cash, commissions, loans, shares in profit (except as part of the employee compensation system) securities or the equivalent of any of these are absolutely prohibited.

The Credit Union must not attempt to improperly influence relationships with the organizations and individuals with whom it deals. Equally important, there must be no perception of improper influence.

In their capacity as representatives of the Credit Union, employees, directors, officers, director trainees or volunteers must carefully consider the implications of giving or receiving a gift. Gifts are permissible only where the items are of nominal value and:

• Are given or received infrequently;
• Legitimately serve a business purpose;
• Are appropriate to the business responsibilities of the individual; and
• Are within limits of reciprocation as a normal business expense.

These same principles will apply to immediate family members of employees, directors, officers, director trainees and volunteers.

Employees, directors, officers, director trainees and volunteers will not give or receive gifts in excess of nominal value without the knowledge and consent of appropriate authorities. Nominal value is defined as $100.
Employees, directors, officers, director trainees and volunteers may accept gifts of entertainment (dining, recreational or sporting event) if they conform to the principles listed in this policy.

Business Ethics

The Credit Union will deal with its suppliers, contractors and competitors in a legal and ethical manner.
The Credit Union ensures potential suppliers are fully informed of requirements. Selection of quality suppliers and contractors is achieved by considering price, specifications, technology, reliability, safety, service and delivery. Alberta Central, which is owned by and responsive to credit unions, is the preferred supplier of products and services. Refer to Policy 3003 – Business Function Outsourcing.

Offering products and services of superior value is the only sound basis for success in a competitive market place. The Credit Union will not engage in practices that attempt to influence a competitor’s reputation or that lessen competition through unethical behaviour.

In order to keep itself informed of new developments in its industry, competitive intelligence will be gathered by the Credit Union in the normal course of business and in a lawful manner.

Discrimination

The Credit Union recognizes that its success is made possible by the contributions of employees, directors, officers, director trainees and volunteers. These people will be treated with dignity, respect and fairness consistent with the highest standards of ethics in employee and inter-personal relations. The Credit Union also expects its employees, directors, officers, director trainees and volunteers to act in accordance with these standards.

In all matters of hiring, supervision, compensation, promotion and termination, no employee, director, official, director trainee or volunteer will be discriminated against on the basis of sex, race, religion, belief, colour, ancestry, place of origin or any other prohibited grounds of discrimination. Refer to Policy 8001 – Manpower Planning, Recruitment and Selection.

The Credit Union will not tolerate workplace harassment of or by its employees, directors, officers, director trainees or volunteers and service suppliers.

Misappropriation

No employee, director, official or volunteer will convert to his or her own use and benefit any funds or property that are not rightfully his or hers, or knowingly assist another person in such misappropriation.
No employee, director, official, director trainee or volunteer will commit or condone the commitment of an illegal or unethical act or instruct other employees, directors, officers, director trainees or volunteers to do so.

Conflict of Interest

Employees, directors, officers, director trainees and volunteers owe their primary business loyalty to the Credit Union. Situations in which any business would or could conflict with their responsibilities at the Credit Union must be avoided.

Conflict of interest is defined as a situation in which personal interest of an employee, director, official or volunteer conflicts with the interest of the Credit Union.

Employees, directors, officers, director trainees and volunteers of the Credit Union owe a duty of loyalty to the Credit Union. Employees, directors, officers, director trainees and volunteers will not derive any improper benefit of any kind, or profit by virtue of taking any advantage of their position within the Credit Union. All affiliations with or material interest in a business that may be in conflict with the business of the Credit Union shall be fully disclosed. Employees, directors, officers, director trainees and volunteers must remove themselves from any discussion or decisions on matters in which they have or may be perceived to have a conflict of interest. This includes discussions or appeals involving associates or enterprises in which they have a financial interest. Should an employee, director, officer, director trainee or volunteer fail to remove themselves as required, the Chair for the discussion or decision has the right to request an individual leave the room. Directors shall comply with all provisions of The Credit Union Act with regard to disclosure for material contracts.

The following practices shall be considered to be in conflict with the Credit Union Code of Conduct, and in violation of Credit Union Policy. Notwithstanding the fact that additional situations of potential conflict may arise, the Credit Union in no way condones these practices.

Preferential Financial Practices

• No Employee or relatives of employees shall be granted preferential Credit Union services at more favourable consideration with respect to security, maturity and interest requirements except where it has been approved as part of the Credit Union’s compensation or remuneration programs. • No official or employee shall direct the allocation of Credit Union funds, purchases, investments, or contractual benefits to second parties with the direct or indirect objective of obtaining preferred personal, financial, or other considerations in return for such direction of business.

• No Official or Employee shall enter into a contract on behalf of the Credit Union without proper approval of designated authorities of the Credit Union. Appropriate invoices and accounting entries will accompany all transactions and no transactions will be in conflict with regulatory requirements or the Credit Union Code of Conduct.

Conflict of Interest Practices

• It is the intention of the Credit Union that conflicts of interest represent a breach of loyalty and good faith, wherein an official or employee gains, or may gain personally either at the expense of the Credit Union or by virtue of misuse of the Credit Union’s position.

• Involvement with the Credit Union, both in an elected capacity and as an employee, imposes obligations of loyalty to the Credit Union that must override other interests.

• Powers and information received as a result of office or position held must only be used for the purpose intended and always only in the best interests of the Credit Union. They may not be used for personal gain or for the personal gain of an associate.

• The avoidance of conflicts of interest, real and perceived, between private interests and official duties is a priority endeavour, and the onus is on the party involved to declare the conflict.

• Improved knowledge and understanding regarding duties and responsibilities on the subject of conflict of interest is the most effective means by which to ensure that proper and appropriate actions will be taken when such conflict arises.

Reporting of Questionable or Fraudulent Actions

It is the responsibility of all Directors, Officers, Director Trainees, Employees and volunteers to report to the Credit Union, through the proper channels, their awareness of any situation that might adversely affect the reputation of the Credit Union. This would include any questionable, fraudulent or illegal events or material actions in violation of Credit Union Policy that comes to their attention. It is the responsibility of the President & CEO to make sure that all Credit Union staff understands the meaning of proper channels.

If such events involve volunteers or employees, the matter should be reported to the appropriate senior officer. If the matter involves management, supervisors and senior officers of the Credit  Union, it must be reported to the Direct Supervisor, to the Chair of the Board of Directors, and to the Chair of the Audit Finance Committee

RESPONSIBILITIES

It is the responsibility of each elected official, director trainee, employee and volunteer to be familiar with the Credit Union’s Code of Conduct requirements and to abide by the letter and spirit of its provisions at all times. Each elected official, employee and volunteer will be required to sign a declaration annually (copy attached at the end of this policy).

There is no wish to enquire into any individual’s personal affairs beyond the point which will keep the name of the Credit Union above reproach and prevent censure of its people. Therefore, each elected official and employee must, by voluntary and prompt disclosure, submit for review any situation that could be or develop into a conflict of interest or breach of the Code of Conduct.

MONITORING AND REPORTING

In the event an elected official should have an interest in a material contract, the procedures for disclosure and voting outlined in the Credit Union Act Section 50(2) and 77 must be followed.

In order to prevent the appearance of abuse of position, and to reinforce each individual’s commitment to maintaining the Credit Union’s high standards, each elected official and employee shall complete and submit a Declaration Code of Conduct annually and a Statement of Disclosure as appropriate (both forms attached at the end of this Policy).

The Declarations and Disclosure Statements are to be submitted to the President & CEO. Any notifications or exceptions will be submitted to the Board of Directors.

• The President & CEO and Board Chair may, at their discretion, seek the opinion of the Executive Committee and/or legal counsel if, in their opinion, a particular conflict situation warrants further action.
Deliberate falsification or withholding of information on the Declaration or Disclosure Statement will not be tolerated and will be referred to the Board of Directors for termination or other sanctions, as appropriate.

The intent of the Statement of Disclosure is:

• To protect officers, director trainees, employees, directors and volunteers where their integrity and/or actions might be called into question.
• To make an authority aware of conflict situations.
• To make recommendations to individuals as to appropriate action.
• To spell out and, if necessary, take appropriate action in the case where policy and procedures are being contravened or where legal problems exist.

This Policy will be reviewed annually by all directors, director trainees, volunteers, delegates, officers and employees in conjunction with completion of the Declaration.

Related Policies:
Policy 2003 – Privacy
Policy 3003 – Business Function Outsourcing
Policy 8001 – Manpower Planning, Recruitment and Selection
SPARK The Energy Credit Union (Credit Union) – BOARD POLICIES

 

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