This Code aims to regulate the directors’ field of intervention to avoid the possibility of conflicts of interest or the damage of the reputation of the company, general management or employees.
II. General conduct
- Directors act in good faith and exercise due care and diligence in the performance of their duties. They must also act with honesty and loyalty, in the interest of Gestion Qualiterra Inc.
- Everyday management of Gestion Qualiterra inc. is exercised by general management, except in respect to the general orientation of the company. The directors do not interfere in:
- selecting, hiring, firing staff or other activities related to the management of the company’s human resources, with the exception of activities falling within the competence of the general management position;
- conducting bids, negotiating agreements, drafting and signing contracts with employees, contractors, customers or goods and services providers;
- completion of inspection mandates, company audits, communication, representation or other professional activities performed by employees or the general management of the company.
III. Conflict of interest
- Directors must inform the general management and the board of directors of any interest they have in a company or association with which Gestion Qualiterra inc. does business or conducts inspection or audit activities that would give rise to a conflict-of-interest situation.
- Administrators must not use their position to try to influence employees in the exercise of their duties for the company.
IV. Complaints Procedures and Sanctions
Anyone may bring an administrator’s derogatory act before the board of directors. The board may also seize itself of all matters related. After examining the facts and, if necessary, hearing all concerned parties, the Board of Directors, given the seriousness of the derogatory behavior and general conduct of the offender, may recommend one or more of the following sanctions:
- Blame or reprimand;
- Permanent exclusion as a director.
V. Entry into force
These rules come into force on February 6, 2006.