Corporate Governance

Corporate Governance2018-10-15T21:25:24+00:00

Code of Business Ethics and Conduct Policy

This Code of Business Ethics and Conduct sets out some basic rules and policies about how the Company expects its employees to conduct themselves. These can be summed up in the requirement that CanaQuest Medical Corp. wants all employees to act honestly, responsibly, with integrity, and consistently with the Company’s policies and interests.

This Code covers a wide range of ethical requirements and business policies. However, it does not attempt to address every issue that may arise or problem that could be encountered. Generally, employees should be guided by the following principles:Always try to act honestly, openly, and fairly — not necessarily because of a law or written rule — but because it’s the right thing to do.

If you are thinking about doing anything that you would have trouble explaining to your supervisor, spouse, or best friend or would be embarrassed if it was made public, then you should not do it.

Whenever in doubt about whether some action is improper, ask your supervisor or notify the Company’s Ethics Compliance Official before taking the action.

Act in ways that you are proud to acknowledge and that bring credit to the Company. If you comply with these common sense rules, it is almost certain that you will satisfy technical ones. If any part of this Code is unclear or if you have any questions about how to deal with something not covered by the Code, you should ask your immediate supervisor about what to do. Complying with the principles of this Code is important, not only to the Company but also to every employee. If an employee fails to adhere to the Code, that employee could be subject to disciplinary action, up to and including termination, and employees are subject to individual civil and criminal liability.

Equal Opportunity Employer

CanaQuest Medical Corp. is committed to the principle of equal employment opportunity for all employees and to providing employees with a work environment free of discrimination and harassment.

All employment decisions at CanaQuest Medical Corp. are based on business needs, job requirements and individual qualifications, without regard to race, color, religion or belief, national, social or ethnic origin, sex (including pregnancy), age, physical, mental or sensory disability, HIV Status, sexual orientation, gender identity and/or expression, marital, civil union or domestic partnership status, past or present military service, family medical history or genetic information, family or parental status, or any other status protected by the laws or regulations in the locations where we operate.

CanaQuest Medical Corp. will not tolerate discrimination or harassment based on any of these characteristics. The company encourages applicants of all ages.

Freedom From Harrasment

The CanaQuest Medical Corp. is committed to promoting a workplace that is free from harassment. Harassment undermines the capacity of individuals to participate equally and fully in the academic community. Harassment is any vexatious behaviour in the form of repeated and hostile or unwanted conduct, verbal comments, actions or gestures that affects a person’s dignity or psychological or physical integrity and that results in a harmful work environment. A single serious incident of such behaviour could also be deemed to be harassment if it has a harmful effect.

All employees of CanaQuest Medical Corp. have a duty not to harass or behave in a manner that produces, contributes to or perpetuates a learning or work culture that tolerates harassment. The employer bears primary responsibility for fostering a workplace that is free from harassment. All employees have a duty to represent members alleging harassment and members against whom such allegations are made. The management of the Company urges all employees to avoid the nature and effects of harassment, and to use the language that provides protection against harassment.

Substance Abuse Policy

CanaQuest Medical Corp. is committed to being the industry leader in providing outstanding value to its customers, a safe and stimulating work environment for its employees, and superior returns for its shareholders. Recognizing the potential negative effects of alcohol and drugs on the organization, in particular the hazards that those individuals who abuse alcohol and/or drugs pose to themselves, their co-workers, and the general public, the Company has implemented a drug and alcohol policy. Drug and alcohol abuse is not acceptable in the workplace. The Company acknowledges its obligation to take all reasonable steps to ensure the health and safety of its workers. This policy provides for the testing of employees for drug/alcohol abuse, assisting employees who voluntarily seek help for problems relating to alcohol and/or drugs, and educating employees on the dangers of drug and alcohol abuse. The Drug and Alcohol policy applies to all employees of CanaQuest Medical Corp. This policy may also be extended to subcontractors. For the purposes of this policy, the following are prohibited:

1. Being impaired by alcohol/drugs while at work.
2. The possession or use of illicit drugs on Company premises, at Company worksites, or in Company vehicles.
3. The presence in the body of illicit drugs (or their metabolites) while at work.
4. Refusal to submit to drug/alcohol testing, failure to report to a Company-designated facility for a drug/alcohol test, or tampering or attempting to tamper with a test sample.

Disciplinary Action
Employees who violate the provisions of this policy are subject to disciplinary action up to and including termination of employment.

Work Rules Governing Drug/Alcohol Abuse
Employees are not to report to work or be at work if they are impaired by alcohol or drugs. An employee who is taking legal medication (whether or not prescribed by a physician) which may affect or impair judgment, co-ordination or perception so as to adversely affect his/her ability to perform work in a safe and productive manner, must notify his/her supervisor prior to commencing work. The supervisor will determine whether the employee will be permitted to work or whether work restrictions will be applied. Employees who are not capable of competently and safely performing their job duties will not be permitted to work and will be required to leave the Company premises/job site. When an employee, considered to be in an unfit condition, is requested to leave Company premises, transportation to his/her residence will be arranged by his/her supervisor. The Company reserves the right to temporarily remove, reassign or suspend an employee pending a determination of the employee’s fitness for work, assessment of a drug/alcohol problem, or completion of an investigation into a possible violation of this policy.

Drug and Alcohol Testing
In the interest of safety and the objective of ensuring a work environment free of impairment by drugs/alcohol, employees and potential employees are required to submit to tests for drugs and/or alcohol. Such tests may include breath analysis, urinalysis, or any other test(s) considered appropriate. Urinalysis will be performed at a medical facility designated by the Company. The Company will not accept test results from any facility other than one designated by the Company. Following receipt of a conditional offer of employment, a potential employee, as part of his/her medical, will be required to provide a urine sample which will be tested to detect the presence of drugs/alcohol. A positive test may result in the refusal of or termination of employment. If there is reasonable cause to believe that an employee is in violation of this policy, the Company may require the employee to submit to alcohol/drug testing and/or physical testing of motor skills and reactions. Reasonable cause shall mean observation of impaired motor skill proficiency, impaired judgment, or unusual conduct, or any reliable information provided to the Company of drug/alcohol consumption at work or an inappropriately short time prior to reporting to work. Following an accident or a near miss the Company may require those involved to undergo testing for drugs/alcohol. From time to time the Company may require all employees in a work group to submit to testing for drugs/alcohol. All Company employees, including management and office personnel, are subject to drug and alcohol testing.

Positive Test Results
The maximum permitted level of blood alcohol will be .03 milligrams of alcohol per 100 millilitres of blood. In the absence of legislated thresholds, the drug levels that will be reported as a positive result will be based on industry norms as recommended by the consultant engaged by the Company. An employee who tests positive for drugs/alcohol will be advised of the positive test result and will be suspended immediately without pay pending a determination by the Company of the disciplinary action to be taken. Such individual will also be encouraged to meet with his/her physician for assessment. If the employee is not terminated, he/she will be required to undergo a drug/alcohol test at a time determined by the Company prior to being permitted to return to work. Should the result of such test be positive, disciplinary action will be enforced. An employee who returns to work following a suspension resulting from a positive drug test will be subject to random drug testing by the Company for a period not to exceed 24 months following his/her return. During such period, any positive test for drugs/alcohol will result in disciplinary action. In the event of a positive test result, an employee has the right to request a re-test of the original specimen within 30 days of his/her being originally notified of the positive result. The costs incurred for a positive re-test will be borne by the employee.

Assistance Available
Employees who have drug or alcohol problems are encouraged to seek assistance before performance problems (whether or not in violation of this policy) lead to disciplinary action. On being approached by an employee for help in overcoming a drug/alcohol problem, the Company will put the employee in contact with a medical practitioner who, if necessary, will make a referral to the appropriate agency (eg., AADAC). An acknowledgment by an employee of a drug/alcohol abuse problem will not be a cause for disciplinary action. Notwithstanding such, an employee’s request for assistance will not be a defense to the imposition of disciplinary action where a violation of this or other policies/workplace rules has occurred. Employees who enter a treatment program will be required to sign a form authorizing the administrators of such program to release to the Company information regarding the employee’s progress and degree of commitment to the program. The Company will exercise reasonable care and caution to maintain confidentiality relating to an employee’s participation in a treatment program.

Whistleblower Policy

As a publicly traded corporation, the integrity, transparency and accountability of the financial, administrative and management practices of CanaQuest Medical Corp. is critical. This information guides the decisions of board of directors (the “Board”) of CanaQuest Medical Corp. and is relied upon by shareholders of CanaQuest Medical Corp. and the financial markets. For these reasons, it is critical for CanaQuest Medical Corp. to maintain a workplace where concerns regarding questionable business practices can be raised without fear of any discrimination, retaliation or harassment.

Please Report!
All directors, officers, employees and consultants of the Company (“Representatives”) are encouraged to promptly report either orally or in writing to their immediate supervisor, all evidence of activity by a department or Representative that may constitute any of the following:

  • Questionable accounting practices;
  • Inadequate internal accounting controls;
  • The misleading or coercion of auditors;
  • Disclosure of fraudulent or misleading financial information;
  • Instances of corporate fraud;
  • Any material misrepresentation in any written or oral disclosure made by or on behalf of CanaQuest Medical Corp.;
  • Breaches of any of Company’s corporate governance policies; and any activity which may violate CanaQuest Medical Corp.’s Code of Business Conduct & Ethics.
  • In instances where a satisfactory response is not received from your immediate supervisor, or if you are uncomfortable addressing your concerns to your supervisor, you may contact any senior officer of CanaQuest Medical Corp.

In instances where a satisfactory response is not received from such senior officer, or if you are uncomfortable addressing your concerns to a senior officer, you may contact Cameron McDonald (ADC Independent Director, chair of Audit Committee) at: 1-514-825-0007 or cmcdonald@globalseafarms.com. Your concerns may be reported to Joe Galda, ADC securities lawyer designate on a secure, confidential and anonymous basis.

Should any Representative wish to contact the Audit Committee, all such concerns shall be set forth in writing and forwarded in a sealed envelope to the chairman of the Audit Committee. The envelope should be labeled with a legend such as: “To be opened by the Audit Committee only” and addressed to:
37-4120 Ridgeway Drive, Mississauga, Ontario, L5L 5S9 Canada

If a Representative would like to discuss any matter with the Audit Committee, please indicate this in the submission and include a telephone number at which he or she can be reached, should the Audit Committee deem such communication is appropriate.

Representatives are encouraged to provide as much specific information as possible when communicating concerns, including names, dates, places and events that took place, the Representative’s perception of why the incident(s) may be a violation, and what action the Representative recommends be taken.

Matter Investigation
Initial inquiries will be made to determine whether an investigation is appropriate, and the form it should take. Some concerns may be resolved by agreed action without the need for investigation. Any complaint received regarding financial statement disclosures, accounting, internal accounting controls or auditing matters shall be promptly forwarded to the Audit Committee.

All serious allegations will be thoroughly investigated, and all information disclosed during the course of the investigation will remain confidential, except as necessary to conduct the investigation and take any corrective and disciplinary actions, if appropriate, which may include, alone or in combination: a warning or letter of reprimand; demotion, loss of an incentive payment; suspension without pay; or termination of employment.

Superior’s Audit Committee or applicable delegate may enlist Superior employees and/or outside advisors, as appropriate, to conduct any investigation of complaints regarding financial statement disclosures, accounting, internal accounting controls, auditing matters or violations of the Code of Business Conduct & Ethics. In conducting any investigation, all reasonable efforts shall be taken to protect the confidentiality and anonymity of the complainant.
Records and information received regarding a complaint or concern shall be retained for a period of at least seven years.

All Unlawful Retaliation Prohibited
Superior strictly prohibits and does not tolerate unlawful retaliation against any Representative. Representatives shall be protected from retaliation, including any threats or form of discipline, reprisal, intimidation or other form of retaliation for participating in any activity protected by law.
Any individual who in good faith reports such incident described above will receive a response and will be protected from threats of retaliation, harassment, discharge, or other types of discrimination including but not limited to respecting compensation or terms and conditions of employment, that are directly related to the disclosure of such reports.
If any Representative or other person believes they have been unfairly or unlawfully retaliated against in respect of a report made by such Representative or person under this policy, they may file a complaint with their supervisor or with a senior officer in instances where they are uncomfortable filing the complaint with their supervisor. If such a person is uncomfortable filing the complaint with a supervisor or any senior officer, they may file their complaint with the Chair of the Board of Directors or the Lead Director. Any complaint should be as detailed as possible, including the names of all individuals involved and any witnesses. Superior will directly and thoroughly investigate the facts and circumstances.