KERRISDALE IT CONSULTING INC. DBA IT DIRECTORSHIP

“By our Roots we will Thrive”

 

 1      Founder’s Message

“Our reputation and the IT Directorship™ (“ITD”) brand are affected by what we all do every single day.  Ethical behavior and code of conduct is more than a statement on a piece of paper, but by putting our commitment in writing, we clearly set out the business practices that we at ITD will operate under and set clear standards of behavior for everyone in our organization.

At ITD, we have a steadfast commitment of quality and integrity. This commitment is fundamental to meeting our responsibilities, and to building and maintaining a deep sense of trust with our clients and our people.

For me, our values are far more than five points described on a poster. They are how we behave, how we change ourselves and our clients and how we make a positive contribution to the businesses that we work with and the communities that we are part of.”

2      Goals & Audience

The Code of Ethics & Conduct is intended for use:

  • By our leadership team, to establish “tone from the top” by underpinning their responsibility for ethical decision-making, reinforcing their position as positive role models and upholding universal compliance with the company they are considering joining;

  • By our clients and external consultants as they seek to understand the nature of the organization with which they are dealing; and

  • Most importantly, by all our people, to recognize what is expected of them and the responsibilities resting on each of them to make sure we all adhere to the ITD values, for the benefit of each other, our clients and the wider communities in which we operate.

3      Mission and Values  

3.1.      Vision

To become Canada's leader of technology assurance services to the mid-sized market, recognized as distinctly different for our authentic C.A.R.E. and commitment to business value creation.

3.2.      Mission

To make a meaningful impact.

We seek to be a trusted partner within the business, continuously creating value by:

  • ensuring business and IT strategic alignment

  • optimizing IT risk & resource portfolios

  • enabling IT transformation benefits realization

  • monitoring, measuring, & improving IT performance

  • providing stakeholder transparency & ITD insight

3.3.      Values

We aspire for our people and our endeavours to be marked with integrity. By committing to our values, we will achieve sustainable growth.

  •  Community: We lead by serving others in our internal and external communities. We truly care about the needs and interests of others and put them at the forefront of each decision and action.

  •  Accountability: We honor our commitments and deliver on our promises.  We act as good stewards, taking personal responsibility for the resources entrusted to us.

  •  Relationships: We seek to build meaningful, long lasting relationships with all whom we meet.  Trust and mutual respect are the desired outcome.

  •  Excellence: We consistently deliver quality goods and services that delight our clients. We are committed to continuous improvement and pursuing opportunities which add business value.  

4      Transparency and Compliance with the Law

4.1.      Compliance with the Law

Everyone is required to adhere to the letter and the spirit of the law in the jurisdictions where they are doing business. No one should ignore the law. And ignorance of the law is no excuse for contravening it. We are therefore all required to become familiar with the laws governing our activities within ITD.

If you have any doubt as to the interpretation or application of a law or regulations, do not hesitate to contact the Managing Director, Jeff Amadatsu.

4.2.      Anti-corruption

It is essential to avoid any action that would tarnish ITD’s reputation and integrity.

ITD therefore prohibits its employees from committing, initiating or being involved in corruption of any form in any jurisdiction whatsoever or to act in such a way that gives the appearance of engaging in such acts.

In this regard, it is essential to understand the risks associated with mere allegations of corruption. Even if they prove unfounded, such allegations could still tarnish ITD’s reputation along with that of our employees. They could also, compromise our relationships with our clients, suppliers, and partners. It is therefore vital to avoid any situations that could play against us.

4.2.1 Offers, Gifts and Other Payments

We must all refrain from offering any benefits (money, services, or other benefits) either directly or through intermediaries (consultants, agents, charitable organizations or other emissary), or any items of value to a government representative or member (at any level), if the objective is to influence a decision to be made by a government official or procure an unjustified or illegitimate advantage for ITD.

This obligation we assume with regard to government officials also applies to our clients, suppliers, and partners.

We must avoid any behavior that could be construed as a bribe or kickback.

4.2.2 Accepting Gifts or Other Benefits

Accepting gifts, gratuities, reimbursement for travel expenses, invitations, trips or repayment for other expenses from third parties is not recommended. However, accepting such benefits is not formally prohibited if they are within the scope of applicable laws, as well as ITD’s code, policies, and directives.

4.2.3 Facilitation Payments

ITD does not offer or make facilitation payments either directly or indirectly. We must all support this position.

Facilitation payments are unofficial payments (generally small amounts) often to low-level public officials (Canadian or foreign) with a view to speeding up a service to which ITD is entitled or ensuring such service is provided.

If you are ever asked to make such a payment, you must immediately inform your manager, who is required to inform the Managing Director for a decision or further action.

4.2.4 Behaviours Abroad

When we are involved in business activities abroad, we must be mindful that the customs and cultures, as well could differ significantly from our own. The legislation in place in foreign countries must be respected, along with the principles set out in this Code. This means that the requirements set out in items 4.2.1, 4.2.2, and 4.2.3 above govern our practices even abroad.

4.3.      Competition

We are all required to adhere to the laws and regulations governing anti-competitive behaviours, specifically price fixing and collusion.  We also need to be aware that legislation in this area is continually changing and evolving.  Staying current with regard to legislative changes is therefore imperative. 

In compliance with this legislation and despite the fierce competition that prevails in our industry we are committed to engaging in fair and loyal competitive practices.  This commitment means that ITD refuses under any circumstances to: 

  • Agree with the competition on any scheme to fix prices regarding a contract on which ITD is bidding;

  • Agree with the competition on any scheme to allocate clients or territories to ITD or one of its competitors;

  • Submit false bids in collusion with the competition in response to a public tender;

  • Seek illegally or indirectly obtain key or confidential information on competitors;

  • See to obtain from a public office holder inside information on a contract that is not available to the competition.

4.4.      Political Commitments

ITD acknowledges that employees are free to be politically active.  However, such commitments must be made on a personal basis, under your own name, at your expense and in your free time.   ITD’s name and image must not be associated with any such political activities.  Political activities shall take place off company premises.

4.5.      Insider Trading

As ITD employees you may, in the course of performing your duties, come into possession of “material non-public information” about clients and the companies with who you do business. “Material non-public information” is any information that may affect the prices of securities, either positively or negatively, that is not generally available to the investing community. This information is generally referred to as “insider information”. Buying and selling stocks using “insider information” is referred to as “insider trading”.

It is illegal for any person to buy or sell and securities (i.e. stocks, bonds) based on insider information with others who might buy or sell such securities.

5      Standards of Conduct

5.1.      Conflicts of Interest

ITD expects all of it employees to act with honesty, integrity and dignity at all times and under all circumstances. Everyone is required to avoid any relationships or activities that create or are likely to create a conflict between their personal interests and ITD’s interests. A conflict of interest therefore occurs when your personal interests conflict or appear to conflict with those of ITD.

As soon you determine that you are in a conflict of interest or there is an appearance of a conflict of interest, you must immediately inform your manager and withdraw from any action in connection with the situation. If applicable, you shall abstain from voting or making any decision on any issue concerning said situation, and avoid influencing any related vote or decision, in addition to withdrawing from any meeting for the duration of the discussion or decision-making concerning said situation.

As soon as you believe without being absolutely certain that you could be perceived as being in a situation of conflict of interest (real or apparent), you must disclose it in full detail. Depending on the particular rules regarding conflicts of interest, the manager shall agree upon the position to be adopted, which may involve:

  • Asking the employee to abstain from discussion and decision-making; 


  • Imposing limitations your interventions, participation in discussions and decision-making; 


  • Requesting advice from the Managing Director; or 


  • Concluding that no action is necessary. 


The disclosure of the conflict of interest, the decision made regarding the person with a conflict of interest and the justification for the decision shall be reflected writing in the employee’s file, if applicable. ITD’s may decide to remove you from your functions or terminate the contractual relationship (employment or other contract) in question if we believe that it’s the most appropriate way of resolving the conflict of interest situation.

For example, if you are faced with any of the situations below, you may well be in a situation of conflict of interest:

  • Making contractual or other decisions for ITD with regard to a company in which you have financial, family or other interests; 


  • Sitting on the board of directors or serving as an officer for a company that is a competitor of ITD. Consequently, employees of ITD shall not hold a director’s or officer’s position with one of ITD’s competitors or make a significant investment in such a company

5.2.      Business Opportunities

We are all under the obligation to ensure ITD benefits from business opportunities that arise. You are therefore prohibited from

  • taking on to your personal benefit a business opportunity you were made aware of because of your functions at ITD unless the opportunity had been offered to ITD and ITD declined;

  • using ITD’s assets or confidential information for personal profit or gain;

  • competing with ITD in any way.

5.3.      Confidential Information

In the performance of your functions you are likely to have access to confidential information that belongs to ITD.

The term “confidential information” here means, although not exclusively, the following:

  • trade secrets, such as policies, strategies and activities related to operations, marketing and sales or general administration as well as financial data, including acquisitions, commercial proposals, acquisition plans, lists of suppliers, purchase prices, costs, estimating practices and the establishment of prices and information pertaining to disputes;

  • programs, systems, programs, and work methods related to projects past, present or future;

  • You are responsible for safeguarding confidential information to which you have direct or indirect access. those who have access to such information shall undertake to keep the information confidential, except as part of their functions.

You must therefore exercise caution about where and with whom you discuss confidential information. Confidential information must not, unless absolutely necessary, be discussed using wireless means of communication or in locations where individuals who are not part of the discussion may overhear the conversation. You should also be careful using email to avoid disclosing confidential information.

The obligation to safeguard confidential information continues to apply even after you have completed your duties as an employee or following the termination of your employment, until such time as ITD may release you from this obligation in writing.

It is important to keep in mind that confidential information is accessible only to those who require it for the performance of their duties.

Any violation of these commitments may lead to appropriate disciplinary or administrative sanctions.

5.4. Protection and use of ITD Assets

The use of ITD assets for personal purposes or for unfair or immoral purposes is prohibited. ITD assets must be used for its exclusive benefit, except in cases expressly indicated by management.

6      Third-Party Relationships

6.1.      Best Practices

All employees shall strive to act fairly under all circumstances with regard to third-parties, whether they are public officers, partners, contractors, clients or competitors. We adhere to very high standards of ethics, accountability and transparency in our relationships and interactions with third parties.

You are therefore prohibited from taking advantage of any person or situation in particular by manipulating, concealing or misusing privileged information through false declarations or some other means.

6.2.      Relationships with Suppliers

In our business relations, all employees shall strive to select suppliers of goods and services for ITD on the basis of the criteria of quality, price and trust. Fair market value for the proposed goods and services as well as the desired standard of quality must be sought.

6.3.      Activities, Donations and Sponsorships

ITD firmly believes that companies are an integral part of local communities. ITD therefore wishes to play an active role in local communities and considers its social responsibility to contribute to the well-being and help further the development of local communities and residents.

ITD encourages its employees to become actively involved in their communities.

7      Conduct on ITD Premises

7.1.      Discrimination-Free Workplace

ITD promotes a work environment where everyone is treated with dignity, fairness and respect. Everyone is therefore entitled to expect that behaviours in the workplace are free of distinction, exclusion or preference based on race, colour, sex, pregnancy, sexual orientation, civil status, age (except as provided by law), religion, political convictions, language, ethnic or national origin, social condition, a handicap, or the use of means to palliate a handicap, or any other form of discrimination prohibited by law.

ITD is therefore committed to prevent, stop and even punish any form of discrimination against any person in its employment.

7.2.      Harassment-Free Workplace

ITD employees are entitled to expect everyone to act in a professional manner and avoid all forms of intimidation and harassment in the workplace.

ITD therefore commits to ensuring that no form of psychological harassment is tolerated from any source.

8      Health and Safety


ITD considers its human resources to be of vital importance to the organization and is committed to providing its employees with a healthy and safe working environment in line with applicable laws in the relevant jurisdiction.

This includes a workplace where substance use is not tolerated. When you are on duty, in or out of the office, or driving you must not be under the influence of alcohol, drugs, or other psychotropic substances. You are prohibited from possessing, distributing or selling illegal drugs while you are working for ITD.

9      Implementation

9.1.      Channel of Communication

ITD promotes open communications with regards to any questions that may arise with respect to ITD’s code or the law in general. ITD provides employees acting in good faith with the means to report any existing or potential violations.

If you are aware of an existing or potential irregularity concerning any of the requirements imposed by ITD’s code or the law, regardless of which employee or any other person related to ITD, ITD has a channel of communication in place for you to report this irregularity. To do so, you can:

  • Discuss the issue directly with your immediate superior; 


  • discuss the issue with the Managing Director; 


  • report the irregularity in writing to the Managing Director confidentially (or even anonymously if you prefer), in an envelope labelled as follows: “To be opened only by (name of the person).” 


  • Use the anonymous online Feedback Form:

When an irregularity is reported to the Managing Director, an acknowledgement of receipt will be sent to the person reporting the violation of ITD’s code except in the case of an anonymous letter.

Also, if you wish to discuss any issue with the Managing Director, you should indicate it in your letter and include a telephone number.

Upon receipt of such letters, the Managing Director or appropriate legal representation will initiate an investigation where necessary. If required, disciplinary measures may be taken as a result of the investigation including the termination (employment or other contract) or the dismissal of a manager from his or her functions by the competent decision-making authority of ITD.

It should be noted that no reprisals shall be taken against the employee who reported the irregularity in good faith, even if a subsequent investigation reveals the allegation is unfounded.

9.2.      Financial and Accounting Documents

To exercise appropriate control over ITD’s assets and ensure their use complies with ITD’s ethical values, ITD financial and accounting documents shall:

  • reflect ITD’s accounting and tax data as well as its assets, liabilities, revenues and expenses exactly, completely and in sufficient detail;

  • reflect these transactions appropriately; and

  • comply with bookkeeping, accounting, taxation rules as well as ITD’s policies, procedures and internal control systems.

No information relative to ITD’s assets, liabilities, revenues or expenses shall be falsified. No secret or non-registered funds may be created or held. No action may be taken to influence, compel, manipulate or mislead, fraudulently or otherwise, anyone involved in auditing ITD’s financial statements.

Everyone is required to comply with ITD’s accounting policies and procedures and submit to internal control mechanisms. Also, all invoices and expense statements submitted must provide complete and accurate quantitative and qualitative information.

9.3.      Internal Control

ITD must have an effective internal control system in place that includes monitoring financial transactions and accounting entries to ensure financial and accounting documents are an accurate and transparent reflection of ITD’s transactions and to prevent:

  • corrupt practices; 


  • secret accounts; 


  • the creation of files that do not accurately reflect ITD’s transactions or omit certain aspects of these transactions; and 


  • money laundering. 


ITD management is responsible for ensuring these internal controls are in place to prevent and detect any violation of ITD’s Code of Ethics and Conduct, policies, and procedures.

9.4.      Document Preservation

ITD prohibits the unauthorized destruction or alteration of documents whether in paper or electronic form. in keeping with the applicable law, certain documents must be retained in cases where there is reasonable grounds to believe that an inquiry may be held or a dispute instituted for which the documents may be led or introduced as evidence by ITD or anyone with opposing interests.

The Managing Director or appropriate legal representation shall archive investigation reports in their files for a minimum period of seven years.

No employee shall make any false or misleading declaration to a government auditor or investigator and no employee shall attempt to induce another person to provide false information during an audit or inquiry.