We require high standards of professional and ethical conduct from all our employees. This Code of Business Conduct and Ethics (the “Code”) reflects our commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all directors, officers and employees of Onex and the entities controlled by it are expected to comply. In this Code, Onex and the entities controlled by it are referred to as “Onex” or the “Company” and the directors, officers and employees of such entities are collectively referred to as “employees”.
This Code is designed to assist those individuals to whom it applies in understanding their legal and ethical obligations and to encourage:
- avoidance of conflicts of interest;
- the integrity of Onex’ financial records and public disclosure documents;
- protection of Onex’ assets, including its confidential information;
- compliance with applicable laws;
- fair and ethical conduct in Onex’ business dealings; and
- accountability for compliance.
This Code is not exhaustive and no statement of principles and procedures can offer a complete guide to cover all possible situations. Onex employees are expected to observe both the spirit and the letter of this Code and to consult this Code or an appropriate representative of Onex when faced with an ethical issue.
Conflicts of Interest
Each Onex employee must avoid any conflict, or perception of conflict, between his or her personal interests and the interests of Onex in transacting Onex’ business. A conflict situation can arise when an employee (a) has a personal interest that would be likely to interfere with or appear to interfere with Onex’ interests or the employee’s loyalty to or judgment on behalf of Onex, (b) chooses or may appear to have chosen a personal interest over the interests of Onex, or (c) takes actions or has interests that may make it difficult or appear to make it difficult to perform his or her work objectively and effectively.
Some examples of a conflict of interest might include:
- having an interest in or relationship with a company with which Onex does or proposes to do business (including a potential investee company) or a competitor of Onex;
- having an interest in a transaction in which Onex is or may be interested;
- passing confidential information to others;
- investment activity using confidential information;
- using the employee’s position at Onex to obtain personal benefits;
- accepting gifts, payment, or services from those seeking to do business with Onex; or
- engaging in outside activities, which place significant demands on the employee’s time, energy or attention at the expense of Onex.
Employees should fully and promptly disclose all circumstances that could reasonably be construed or perceived as a conflict of interest. Full disclosure creates an opportunity to resolve unclear situations and deal with conflicting interests before any difficulty can arise.
Employees and directors are expected to advance the Company's legitimate business interests when the opportunity to do so arises. Employees may not (a) take for themselves (or direct to a third party) a business opportunity that is discovered through the use of the Company's property, information or position or indeed any other opportunity which it reasonably believes may be of interest to Onex, (b) use the Company’s property, information or position for personal gain, or (c) compete with the Company. Employees owe a duty to Onex to advance its legitimate interests whenever the opportunity to do so arises.
Giving and Receiving Gifts or Benefits
Modest gifts and reasonable entertainment may be given and received, where legally permitted and in accordance with local business practices, to and from persons doing business or seeking to do business with the Company. No gift or entertainment should be of such nature or value as to constitute a real personal enrichment of the recipient or to create an obligation on the part of the recipient, or as would reflect unfavourably on the Company or the donor or recipient if subjected to public scrutiny. Cash or equivalents are not to be given or accepted. However, Onex recognizes that employees have personal relationships outside the Company and that there are many circumstances in which personal and business relationships may overlap. Employees are encouraged to be thoughtful with respect to gifts given and accepted in the context of those relationships to ensure that they are appropriate, and would reasonably be perceived as appropriate, in the circumstances.
Employees must not give or accept bribes, directly or indirectly, under any circumstances.
Financial Information and Disclosure
Financial Reports and Accounting Records
Investors, creditors and others have a legitimate interest in Onex’ financial information. The integrity of Onex’ financial reporting is based upon the validity, accuracy and completeness of the information upon which our accounts and records are based. The Company expects employees involved in creating, processing or recording such information to take responsibility for its integrity.
Without limiting the foregoing, employees may not be involved in the submission of false invoices or expense reports, the forging or alteration of cheques or misdirection of payments, the unauthorized handling or reporting of transactions, the creation or manipulation of financial information so as to artificially inflate or depress financial results, or any improper or fraudulent interference with or coercion, manipulation or misleading of the Company’s auditors or the Audit and Corporate Governance Committee of its Board of Directors.
Integrity of Public Disclosure
Information in Onex’ public communications, including securities commission filings and communications with investors, must be full, fair, accurate, timely and understandable. All employees who are involved in the Company’s disclosure process, including all senior financial personnel and all employees with supervisory responsibilities with respect to Onex’ public disclosure documents, are expected to act in furtherance of this requirement. In particular, these individuals are required to be familiar with and to comply with all applicable disclosure requirements and are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit, material facts about Onex to others, whether within or outside the Company.
Employees should have regard to the procedures for developing and making public disclosures and avoiding inadvertent or selective disclosure to analysts or others, all as set forth in Onex’ Public Disclosure Policy.
In carrying out the Company's business, employees often have access to confidential or proprietary information about the Company, its investors and business partners, its investee companies or potential investee companies, or other third parties. Employees must protect the confidentiality of such information, except when disclosure is authorized or legally mandated.
Confidential information includes, among other things, any non-public information concerning the Company, including its businesses, financial performance, results or prospects, financial and other information about potential acquisitions and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed. All information regarding the business, affairs and activities of Onex and its investees and potential investees should be considered confidential by employees unless and until it is properly made available to the public.
Any employee who receives confidential information is prohibited from disclosing such information to any other person unless it is necessary to do so in the conduct of Onex’ business and then only if the employee takes appropriate steps to protect the continuing confidentiality of such information.
In order to prevent the misuse or inadvertent disclosure of material information, the procedures set forth below should be observed at all times:
- confidential matters should not be discussed in places where the discussion may be overheard, such as elevators, restaurants, airplanes or taxis;
- confidential documents should not be read in public places, left in unattended conference rooms, left behind when a meeting is over or discarded where they can be retrieved by others. Similarly, employees should not leave confidential information at their homes where it can be accessed by others;
- care should be taken in communicating confidential matters on wireless telephones or other wireless devices;
- transmission of confidential information via electronic means, such as by fax or e-mail, should be made only where it is reasonable to believe that the transmission can be made and received under secure conditions;
- access to confidential electronic data should be restricted through the use of passwords;
- unnecessary copying of confidential documents should be avoided and extra copies of confidential documents should be shredded or otherwise destroyed;
- documents and files containing confidential information should be kept in safe and controlled locations;
- all proprietary information, including computer programs, analyses, models and other records, are the property of the Company and may not be removed, disclosed, copied or otherwise used except in the normal course of employment or with prior authorization.
When leaving the employ of the Company, an employee must return all confidential information in his or her possession and is required to continue to protect any confidential information learned during the course of his or her employment.
Without in any way limiting the generality of this Code or an employee’s obligation of confidentiality to the Company, employees should have regard to the Company’s Insider Trading and Reporting Policy with respect to certain securities laws prohibitions on disclosing confidential information and the legal sanctions and penalties for improper disclosure.
Compliance with Laws, Rules and Regulations
Onex is committed to operating within the framework of the laws, rules and regulations applicable to its business. All employees are expected to understand and adhere to the laws affecting their work and must not encourage other employees or persons with whom Onex does business to breach the law.
In addition to this Code, Onex has adopted a number of formal policies that address various aspects of its business and affairs that are subject to specific legal requirements or restrictions. All employees should familiarize themselves with the content of, and comply with, all such policies.
Destruction of Documents
Altering, shredding or otherwise destroying documents or records (written or electronic) that are relevant to any breach of law or any pending, threatened or anticipated government investigation, audit, regulatory proceeding or lawsuit is strictly prohibited. Similarly, we must cooperate fully in any authorized internal or external investigation by or on the order of Onex’ auditors, government or law enforcement officials, regulators or courts and must not make any false or misleading statements or otherwise engage in misleading conduct.
Securities laws provide for criminal and civil liability for persons who engage in illegal insider trading or illegally transmit undisclosed material information relating to Onex or, in certain circumstances, the securities of entities with which Onex has entered into or may enter into a transaction. These sanctions are intended to ensure that no one who is in possession of or has knowledge of undisclosed material information takes advantage of such information by trading in securities of Onex or such other entities.
In addition, insiders of Onex who do not have personal knowledge of material undisclosed information could nonetheless put themselves and Onex in an embarrassing position and could be subject to legal liability should they trade in securities of Onex coincidently before the public announcement of material information. Onex has therefore adopted a formal Insider Trading and Reporting Policy, a copy of which has been provided to and must be reviewed by all insiders and which, among other things, requires pre-clearance of any proposed trades in Onex securities.
Protection and Proper Use of Onex’ Assets
All employees should protect Onex’ assets and ensure that they are used efficiently and for legitimate business purposes in the interests of the Company. Onex’ assets include not only equipment, materials, systems, data, supplies and services that are purchased by Onex but also its extremely valuable confidential information and the information entrusted to it by persons with whom it conducts or seeks to conduct business.
Employees are expected to compete vigorously in business dealings on behalf of the Company but also to deal fairly with the Company's investors, service providers, suppliers, competitors and other employees. Decisions in the purchase or goods or services should be made only on sound business principles and in accordance with ethical business practices.
No employee should take unfair advantage of any other person through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. No employee should unfairly disparage or misrepresent competitors of Onex either generally or in respect of a particular matter or transaction and should never seek to induce another party to breach a contract in order to enter into a transaction with Onex.
Employees are required to select and deal with service providers, suppliers and others doing or seeking to do business with the Company in an impartial manner and should be perceived by others to be acting impartially, without favour or preference based upon any considerations other than the best interests of the Company.
Equal Employment Opportunities and Harassment
The Company supports the spirit and intent of applicable human rights and anti-discrimination laws and will not accept any behaviour that conflicts with these principles and laws. All employees should treat each other with courtesy, dignity and respect. Harassment will not be tolerated in any part of the Company’s dealings with its employees, including in recruitment, promotion, opportunities, salary, benefits or terminations.
Access to personal information about Onex employees is restricted to people with a “need to know” within Onex and will be transmitted to other employees or third parties only for legitimate and necessary business purposes or to satisfy legitimate investigative or legal requirements. Employees who are responsible for maintaining personal information must ensure that the information is not disclosed inappropriately or misused.
Use of the Company Computers and the Internet
The Company’s computer resources and information technology systems are intended to be used for business purposes. While employees are generally permitted to also use such resources and systems for incidental personal purposes, they must use them in a responsible manner and in a manner that would not reasonably be expected to expose them to loss or damage.
Further, employees are not permitted to use the Company’s technology resources to engage in communications that contain, promote or constitute illegal or obscene information or activities, matters that could reasonably be expected to expose the Company to any criminal, civil or regulatory censure or liability whatsoever, matters that would be embarrassing to the Company or its directors, officers or employees or damaging to its or their business and affairs if publicly disclosed, or information or conduct that unduly interferes with the work of the particular employee or of other employees.
Political and Charitable Activities
Onex recognizes the legitimate interests of employees in being involved in political activities, including the support of political candidates and the expression of opinions on political or public issues. Similarly, Onex recognizes and encourages employees’ involvement in charity and community service and the making of charitable donations.
However, employees should make it clear that they are acting or speaking on their own behalf and not on behalf of Onex in engaging in such activities or making such donations unless they are authorized by the Company to act on its behalf. Donations of Onex’ funds or assets and the use of Onex’ name in support of political or charitable causes may only be made with proper authorization.
The Company may waive certain provisions of the Code of Ethics when deemed appropriate under the circumstances. Any employee who believes that a waiver may be called for should initially discuss the matter with any one of his or her company's chief financial officer, other senior financial officer (in the case of Onex Corporation, the Manging Director - Finance) or general counsel. Waivers for directors and officers of the Company may be made only by the Board of Directors or a committee of the Board. Waivers will be disclosed as required under applicable securities commission and stock exchange rules.
Consultation and Reporting
Employees should report all violations of law, regulation or this Code of which they become aware to any one of his or her company's chief financial officer, other senior financial officer (in the case of Onex Corporation, the Managing Director - Finance) or general counsel. Similarly, any employee who is unsure as to whether a violation has occurred or who needs guidance as to whether to take a particular action that may be, or may appear to be, a violation, should consult any of those individuals.
No individual who reports a violation or potential violation or who cooperates in the investigation of a violation or potential violation will be subject to harassment, discipline or retaliation as a result of such report. Employees should have regard to the Company’s Whistleblower Policy for details as to how to report a concern, including the procedure for confidential, anonymous reporting, and the protections to which they are entitled in making such a report.
Consequences of Violation
Breaches will be dealt with promptly and fairly in a manner that takes into account the seriousness of the violation and the conduct of the employee in response thereto. Self-reporting by employees is encouraged and will be given due consideration by Onex in dealing with any violation. Disciplinary action can include, but is not limited to, an impact on the applicable individual's record or remuneration, suspension or termination of employment, pursuit of any and all remedies available to Onex for any damages or harm resulting to it from a violation, and referral to the appropriate legal, regulatory or law enforcement body.
It is ultimately the responsibility of the Onex board of directors to monitor compliance with this Code. The monitoring of compliance is achieved through systems and processes implemented by Onex management that are designed to result in wide dissemination of the Code, to encourage compliance with its provisions and to facilitate the reporting of actual or suspected breaches. Such breaches are investigated by management as appropriate and, depending upon the nature of the breach and other relevant circumstances, either dealt with by management with the results reported to the board or referred to the board for further action.