The Board has adopted a Code of Business Conduct and Ethics (the Code) which reflects NuVista's commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all employees are expected to comply. The Code sets forth general principles and does not supersede the specific policies and procedures that are covered in NuVista's specific policy statements. The Code recognizes that each employee's cooperation and commitment is necessary for the continued success of NuVista and the cultivation and maintenance of its reputation as a good corporate citizen.
The Code also addresses a number of important topics, including conflicts of interest, corporate opportunities, confidentiality, privacy, protection and proper use of company assets, insider trading, fair dealing and fraud, compliance with laws, rules and regulations, discrimination and harassment, accuracy of company records, political activities and contributions, gifts and entertainment and reporting of illegal or unethical behaviour.
The Board of Directors monitors compliance with the Code through reports of management to the Board Committees with responsibility for various aspects of the Code.
The Whistleblower Program at NuVista provides an independent, objective, and confidential channel for employees, consultants, and external stakeholders by which to report complaints and concerns about an individual(s) conduct without the fear of retaliation.
Our enhanced program is being hosted by an independent third party (NavEx Global's EthicsPoint), a service commonly used in our industry. Debbie Stein, our Audit Committee Chair, will receive all of the reports filed and will determine the course of action. One can use the following methods to report:
NuVista will not allow any retaliatory action against any employee who, in good faith, reports a possible violation or concern.
The Board has adopted a Disclosure Policy to ensure that NuVista’s communications with the public are timely, factual, and accurate; and broadly disseminated in accordance with all applicable legal and regulatory requirements. The Disclosure Policy documents the disclosure policies and practices of NuVista and aims to promote an understanding of the legal requirements among NuVista’s directors, officers and employees.
The Disclosure Policy is also intended to assist the Chief Executive Officer and Chief Financial Officer of NuVista in making certifications with respect to the disclosure controls of NuVista required under Multilateral Instrument 52-109 and to assist any director or officer of NuVista in the conduct of the reasonable investigation required to provide a defence to any action against such director or officer based on a misrepresentation or failure to make timely disclosure.
The Disclosure Committee is a management committee responsible for determining what information is material in the context of NuVista’s affairs. The Disclosure Committee must take into account a number of factors in making judgments concerning the materiality of information. Factors include the nature of the information itself, the volatility of NuVista's securities and prevailing market conditions.