Code of ethics THE S.M. GROUP INC - October 2018
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THE S.M. GROUP INC.
Code of ethics
October 2018
groupesm.comThe S.M. Group Inc. (SMi) is based on values of respect, integrity and excellence. Our employees are the personification of these values. They represent our quest for quality, success and excellence for the growth of a society without barriers and where all individuals respect and help each other. We build our future portraying this image of our group while establishing clear linkages with our par- tners. Our reputation, nationally and internationally, is built on the irreproachable quality of the projects we have completed as well as our professionalism and our respect for competition. Client satisfaction is our primary concern and their loyalty is the best demonstration of our success. Our multicultural staff contributes each day towards building our future and represents our key resource and strength of our organization. “from science - to solutions - to execution” is due in every respect to the integration of ideas and processes. Together, we face the same challenge: that of improving the quality of life of our communities through our activities therein. In order to sustain and guide our success in various situations, SMi has adopted a global policy on corpo- rate social responsibility which includes the rigorous application of our Code of Ethics. This Code is the basis of all activities we undertake in our business dealings. I, therefore, ask you, to read, understand and apply this Code, and, where possible, improve upon it. This is our Code, your Code, make it part of your daily activities as it represents the basis of our corporate culture. The Code of Ethics applies to all directors, managers, employees, partners and associates of SMi as well as its subsidiaries without any exception. It is, therefore, the responsibility of all SMi personnel and its associated companies, in Canada as well as abroad, to respect this Code. Although, depending on the country, there may exist differing interpretations of certain provisions of the Code, the rules and funda- mental principles of the Code remain relevant and applicable in every country where we are present and active without exception.
Table of Contents 1. Standards of Conduct 1 2.Professional Practices 2 3. Workplace Environment 3 3.1 Equity and Equality 3 3.2 Harassment 3 3.3 Health, Security and Industrial Hygiene 3 3.4 Drugs and Alcohol 3 3.5 Management of Complaints 3 4. Responsibilities of Directors and Senior Management 4 5. Commitment to Society 4 6. Commitment to the Protection of The S.M. Group Inc. Resources 5 6.1 Use of Goods and Equipment 5 6.2 Privileged and Confidential Information 5 6.3 Information Technology Systems and Softwares 5 6.4 Personnel and Premises Security 5 7. Business Practices 6 7.1 Conflict of Interest Policy 6 7.2 Anti-Corruption Measures 7 7.3 Anti-Collusion Measures and Fair Competition 7 7.4 Political Contributions 7 7.5 Lobbying 7 7.6 Management Systems Integrity 8 7.7 Foreign Subsidiaries Management 8 7.8 Communication and Social Networks 8 8. Corporate Governance 9 9. Implementation of the Code 10 9.1 Ethics Committee 10 9.2 Application and Sanctions 10 9.3 Reporting and Ethics Hotline 10 9.4 Training in Governance and Ethics 10 9.5 Commitment by All 10 Annex 1 - Contact Information 12 Annex 2 - List of internal policies 13 Annex 3 - Definition of the term “corruption” and “collusion ” 14 Annex 4 - Definition of the term “conflict of interest ” 15 Annex 5 - Table of sanctions for non-compliance with the Code of Ethics 16 Annex 6 - Ethic Line: Ways of making a report 17
1. Standards of Conduct
The integrity and the reputation of SMi in terms of ethics constitute our most precious and fundamental values.
They are an integral part of our corporate culture and standards of conduct.
Respect for ethics values is the basis of all activities in the Company’s business and all relations with its employees,
managers, shareholders, clients, associates, suppliers, external contractors as well as government authorities and
national and international financial institutions.
All SMi personnel and directors and its associated companies, in Canada as well as abroad, are responsible for
respecting and applying ethics policies in order to maintain employment and business relations with SMi.
The underlying rules and principles of our ethics policies are relevant and applicable in every country where SMi
is present and active. If the laws or regulations in effect authorize behaviour which does not comply with our
policies on ethics, the latter will prevail. At all times and in all cases the laws and regulations in effect in Canada
must be respected. Moreover, the laws and regulations of countries where SMi is active must, at the same time, be
respected.
It is vital that all employees in all cases and under all circumstances:
››behave in a fair and respectful manner, with integrity and honesty and in conformity with the laws and
regulations that are in effect while avoiding all conflicts of interest, real or perceived, direct or indirect;
››protect and use confidential information belonging to the Company in a manner complying with the
established policies on intellectual property;
››ensure the confidentiality of information not public in nature;
››assure a disciplined approach for all work activities with a sense of responsibility and professionalism as all
are accountable for such;
››apply professionally acceptable management practices based on the quality of work performed and
respecting legal and ethical standards for all transactions;
››be accountable for their actions and ensure the traceability of these in order to efficiently meet the
expectations of internal control systems and measures.
››respect clients and partners, imposed deadlines for the project implementation, procedures involved and
their appropriate use and demonstrate expertise and open mindedness and consistent due care in offering
quality services. The latter must always respect all terms and conditions of agreements and contracts signed
by SMi.
12. Professional Practices
Each manager and employee is responsible for understanding the Code and carrying out their duties in an honest
manner and with respect for its integrity. If a situation not covered by the Code arises, each manager and em-
ployee must consider the following:
››have I obtained all necessary information before making this decision?
››is my decision compliant with the Code ?
››are my actions reasonable and relevant?
››have I decided on the best course of action available?
››do my decisions conform with all applicable laws and customs of my territory?
››do the actions that I have taken reflect complete objectivity and impartiality?
››did SMis’ interests have priority over my my personal interests?
››would I be at ease discussing my decision with my co-workers, supervisor and directors?
››what image of the Company do I portray through my actions?
If doubts exist regarding your decisions and actions, consult your supervisor before acting. You can, as well, at
all times and in any case consult with the Ethics Counsellor. Contact information is found in Annex 1.
23. Workplace Environment
3.1 Equity and Equality
For The S.M. Group Inc. (SMi) only competence counts. In that regard SMi subscribes to the Canadian Charter of
Rights and Freedoms which specifies that every individual, has the right to be recognized and to exercise, with
complete equality, the rights and freedoms of individuals, without distinction, exclusion or preference based on
race, colour, sex, sexual orientation, civil status, age except as stipulated by law, religion, political convictions,
language, ethnic origin or nationality, social condition, handicap or the use of a means to alleviate the handicap.
3.2 Harassment
In order to maintain a climate of respect and confidence at work, SMi has a strict policy concerning harassment in
the workplace.
The objectives of this policy are:
››to maintain a work environment free from harassment and to protect the physical and psychological well-
being of all personnel as well as preserving their dignity;
››to take all actions necessary aimed at providing support to individuals who believe they are victims of
harassment - be it physical, psychological or verbal;
››to apply all necessary measures for the prevention of harassment, for the diligent treatment of complaints
and resolution of problems related thereto.
3.3 Health, Security and Industrial Hygiene
All personnel, at every level is responsible and obligated to ensure the application of the Company’s policy on
Health and Security. The Manual on Health and Security of SMi has, as its objective, of being the central mecha-
nism for assuring the adequate management of all aspects relating to health and security in the workplace and
protecting the physical wellbeing of workers. Every SMi manager and employee of can refer to this Manual to
familiarize themselves with the aggregate of construction activities, related risks and necessary precautions in
order to avoid accidents.
3.4 Drugs and Alcohol
Work security and excellence are critical values for SMi. Therefore possession of illicit substances (drugs, alcoholic
beverages or other) in the workplace or on work premises are strictly forbidden. In addition it is strictly prohibited
to present yourself at your workplace or to work while intoxicated, inebriated or with reduced faculties.
3.5 Management of Complaints
At SMi, complaints are dealt with promptly with the goal of rapidly and effectively intercede in order to resolve
all inappropriate behaviour thereby preventing a deterioration of the workplace environment. Each manager or
employee who consider themselves victimized can directly contact in all confidentiality the Director of Human
Resources, his or her immediate superior or the Department of human resources. At the same time one can also
lodge an official complaint in writing to the Department of Human Resources.
34. Responsibilities of Directors and Senior
Management
Directors and senior management have additional responsibilities arising from this Code. It is their responsibility
to oversee the establishment of a culture of conformity (with laws, regulations and policies) and of respect for the
maintenance of a positive work environment in which people are treated with dignity and respect.
Each Director and senior manager has the responsibility for and obligation to:
››to set an example in terms of ethics and governance;
››to ensure that his subordinates understand and respect the norms stated in the Code, its related policies and
practices while underlining the importance of participating to the training and applicable certification;
››support employees who, in good faith, raise a concern or point out suspect behaviour, even if that
circumvents the chain of command. In order to accomplish this, he agrees to never exercise nor authorize
reprisals against a person, who in good faith, raised concerns regarding doubtful behaviour;
››ensure a rigorous follow up where he suspects a potential inappropriate behavior or allegations thereto. He or
she must never ignore inappropriate conduct in order to avoid raising it and thus turning a blind eye.
5. Commitment to Society
The decisive issues of the Third Millenium are in constant evolution. The development of society has become a
challenge which can only be resolved in a stable and secure environment. In order to accomplish this SMi deploys
the talents of distinguished experts and the most innovative technologies in every sector in order to assure an
appropriate scientific solution.
SMi takes its commitment to social and environmental responsibility very seriously:
››by supporting numerous causes and multiple events and by lending its support to the many organizations
involved in the arts and health care;
››by encouraging Directors and employees to get involve and contribute to the betterment of their community.
This commitment should always be accomplished while avoiding any conflict of interest, real or apparent,
direct or indirect, particularly in cases where such an implication might be perceived as related to the search
or obtention of an unfair business advantage;
››by adopting a consistently transparent approach regarding corporate activities and realization of mandates
that are conferred to SMi, and this, regardless of the field of activity and jurisdiction.
46. Commitment to the Protection
of The S.M. Group Inc. Resources
6.1 Use of Goods and Equipment
At The S.M. Group Inc. (SMi) each manager and employee is responsible for the goods and equipment entrusted
to him/her. It is of paramount importance to protect any and all goods and equipment against all forms of negli-
gence: breakage, destruction, loss, theft as well as abuse and unauthorized use. SMi goods and equipment are,
at all times, at the disposal of managers and employees but remain the exclusive property of the Company. They
are intended only for SMi employees professional use during the course of executing his duties as director or em-
ployee.
6.2 Privileged and Confidential Information
All directors or employees agree not to use, disclose or divulge to third parties, directly or indirectly, any and all
confidential information obtained from SMi except with the prior written consent from SMi.
Moreover, any director or employee agree to return all confidential information regardless of the medium on
which it is contained, that he or she has/had in his/her possession which was obtained through or in connection
with exchanges and other discussions with SMi representatives.
For purposes of interpretation, confidential information includes but is not limited to, all marketing plans, business
development reports, project acquisition plans and reports as well as all information related to clients, suppliers,
employees, products and services offered by SMi. In addition, all research and development project information,
any and all plans, sketches, design or supporting calculation documentation and all information related to SMi’s
financial statements, financial position and management, company’s operating and sales information, manage-
ment of human resources, commercial agreements as well as its technology.
6.3 Information Technology Systems and Softwares
All information technology systems as well as several softwares are made available for the use of SMis’ mana-
gers and employees for the purpose of facilitating their work as well as increasing the quality of their projects.
Information technology systems and softwares belong to the Company and are essential components of its com-
munications. Moreover, their content is the exclusive property of the Company. Every director and employee who
uses these information technology systems and softwares should do so in a responsible manner, that is to say, in
conformity with all applicable laws, regulations, corporate policies and procedures as well as generally accepted
professional and personal standards of conduct and courtesy.
6.4 Personnel and Premises Security
SMi undertakes at all times to take all necessary measures to ensure the security of its directors and employees in
connection with their work, whether in Canada or abroad.
At the same time, it is the responsibility of every SMi manager and employee to respect the imposed security rules
at the place of work, whether in offices, on sites and in laboratories. Every director and employee must also res-
pect the Company’s preventative measures related to their task and sector of activity.
57. Business Practices
The S.M. Group Inc. (SMi) applies business practices based on strict legal provisions and ethics standards. SMi deals
with its various clients, suppliers and partners in a fair and equitable manner without discrimination or deception.
7.1 Conflict of Interest Policy
Every manager and employee must avoid all conflicts of interest as well as any situation that could create a
conflict of interest. It is important to note that even a situation having the appearance of a conflict of interest can
be equally damaging as it may cast doubt as to SMis’ intentions and actions and thus lose the trust and confidence
of its clients and partners. A definition of "conflict of interest" can be found in the Appendix 4 of this Code.
How to avoid a conflict of interest
Each SMi director and employee commits to:
››not use, obtain or remove, directly or indirectly for any reason whatsoever any benefit or remuneration
on behalf of a third party who has a business relationship ( real or prospective) with SMi, its subsidiaries or
any organization in which SMi holds shares or any project in which SMi is involved regardless whether the
employee has or not, as part of his or her duties to provide services or work for the third party;
››not work for others at any time on SMis’ premises and/or workplace;
››to use, under any circumstances, the name of SMi as well as any affiliates or all other organizations in
which SMi is a shareholder, and this, for purposes other than in the course of the employee’s duties and
responsibilities. The same applies to the use of space, material, equipment, machinery, stationery, etc.
How to identify a conflict of interest:
How can an employee know if he/she is in a conflict of interest situation ? The employee must ask the following
questions:
››Do I exercise my duties impartially and objectively ?
››Do my actions and decisions give an advantage to myself, a relative, an acquaintance or anyone else, or a
company or other entity in which I hold an interest, financial or otherwise?
››Do my actions and decisions give the impression that I acted for my personal interest or that of a relative or
acquaintance?
››Are my actions and decisions in accordance with the company's values?
››Will I be in a difficult situation after discussing this with my manager or colleagues?
The hiring of former public officials as employees or providers of outsourced services must be undertaken in
accordance with the laws and codes of ethics which govern former public officials in force in their respective
jurisdictions and field of work .
What to do in case of a conflict of interest?
If an employee believes there is an apparent or real conflict of interest, he/she shall promptly report the situation
in writing to his/her immediate superior. You may also report a situation to our Ethics Officer via the ethics line.
67.2 Anti-Corruption Measures
It is strictly forbidden for any manager and/or employee to grant or accept any offer of gift, donation or payment,
remuneration or benefit of any type either directly or indirectly relating to the award or execution of any project.
To act in this manner constitutes an illegal act of corruption which will not be tolerated under any circumstances. A
definition of the term “corruption” is found in Annex 3 of this Code. Although certain countries may permit various
forms of “facilitation payments” to speed up certain administrative formalities they are strictly prohibited by SMi.
7.3 Anti-Collusion Measures and Fair Competition
Every SMi manager and employee must follow established and fair business practices. Only legitimate resources
may be used to collect information on competitors and abide by the governing competition laws in Canada as well
as the laws where the projects are undertaken.
In addition every manager and employee is strictly forbidden to:
››take any measures that would hinder the commerce or competitive process;
››to fraudulently fix or control prices or terms, restrain competition or transactions with suppliers, to artificially
share clients, markets and territories and to present artificial offers in response to a tender;
››all of the above are associated with collusion. The definition of the term “collusion” is found in Annex 4 of
this Code;
››to behave in a way which may be perceived as a violation of the laws governing competitive practices.
7.4 Political Contributions
Every SMi manager and employee is free to personally contribute to political parties, to carry out legitimate politi-
cal activities and to present himself/herself as a candidate for elections or any other position of a political nature.
SMi adopts a neutral position and does not contribute to the support of any political parties. nor does it in an
indirect manner by offering services, known name financing by reimbursing cash donations made by directors
and employees, solicitation during office hours or at the Company’s places of work or by taking political positions.
7.5 Lobbying
Any representation made for influencing the decision of a public official must conform to the lobbying practices
that are in force in the jurisdiction where this lobbying activity takes place.
77.6 Management Systems Integrity
Accounting standards and principles that are in force must be strictly observed for the preparation of complete,
accurate and reliable reports. Every operation or transaction without regard to its nature or scope must be ac-
curately reflected in the Companys’ accounting books and registry and supported by relevant information and
documentation. These entries must be accurately made and executed within the appropriate time frame.
In order to accomplish this every SMi manager and employee is responsible for ensuring:
››all expenses incurred are linked through the authorization process in the management information
system and be first approved by his/her supervisor and in accordance with the Delegation of Authorities
currently in force;
››every payment, contract, purchase order, acquisition and disposal have to be approved by his/her supervisor
and in accordance with the Delegation of Authorities currently in force;
››all payments to suppliers or subcontractors are made to those identified in the contract and are made only
after showing proof of authorization;
››every transfer of funds must be done with careful scrutiny of the identity of the issuer and the recipient as
well as the reason for such transfer;
››any record, expense report, invoice, supporting documents, payroll, employee file and all other reports must
be prepared promptly and accurately. Every error, erroneous statement or omission affecting a client or
supplier that a manager or employee is aware of will be immediately brought to his/her attention in order that
the appropriate measures are taken rapidly to correct the error in a manner deemed acceptable to all parties
concerned;
››any false invoicing or money laundering procedure must not impact these operations. In this regard, any
and all transactions done outside the normal course of business and without supporting documents will be
denied and promptly reported to the Ethics Counsellor.
7.7 Foreign Subsidiaries Management
SMi ensures that the Canadian generally accepted accounting principles are strictly applied to its foreign sub-
sidiaries with the objective of providing a uniform management and accounting system and a high level of
transparency. Every manager and employee, involved in administrative activities, must ensure to respect these
strict principles as well as the banking control system.
7.8 Communication and Social Networks
In order to ensure a harmonized communication and SMis’ image it is understood that only the personnel au-
thorized by Senior Management shall address the media on questions concerning the Company. Opinions or
comments posted by SMi employees through social media, blogs or other forms of communication are those so-
lely of those individuals. At the same time, managers and employees have, at all times, a responsibility to exercise
respect, courtesy and good judgment on whatever they say having regard for the image of the Company and its
relations with clients and partners.
88. Corporate Governance
At The S.M. Group Inc. (SMi) every decision taken regarding the orientation, management and coordination of the
Company must rely on proven rules and must be studied to ensure that these are the most appropriate choices.
These policies and procedures regarding corporate governance apply to all aspects of the mandates accorded to
us and are geared to allow for the best decisions and their proper implementation with a minimum of delay.
Thus every manager and employee is obligated to:
››Ensure unbiased and fair treatment of suppliers and subcontractors selected on the merit of their proposals,
while avoiding any and all conflicts of interest, or even suspicion of favoritism or bias and prohibiting hidden
commissions;
››not create a dependency towards a supplier or subcontractor and always be attentive for alternatives;
››reporting to one’s immediate supervisor any and all information, suspicion or fact of which one may possess
knowledge regarding a supplier or subcontractor who might violate this Code, SMis’ ethics policies or any laws
and/or regulations currently in force;
››drawing notice to any situation which could lead to the possibility of a conflict of interest or lack of ethical
behaviour in connection with the Company’s activities.
››Report any situation that could have a negative impact on the business or harm the reputation of The S.M.
Group Inc.
SMi managers and employees should exercise good judgment even in situations not covered by this Code of Ethics.
In case of doubt they can consult with the Ethics Counsellor (see Annex 1).
99. Implementation of the Code
9.1 Ethics Committee
SMis’ Ethics Committee is presided by an external counsellor and is independent of the Board of Directors.
On an annual basis this Committee has, among other duties, the mandate to review and evaluate the implemen-
tation of the Code of Ethics and ethics policies within the Company and following the evolution of the current
ethical standards and norms. . Furthermore, the Committee is responsible for distributing and communicating this
Code to all SMi directors, managers, employees, suppliers and partners and put in place all necessary measures
for its distribution. The Committee will further ensure that all SMi managers and employees receive the proper
training on the content of this Code and ensure that the provisions are fully understood.
9.2 Application and Sanctions
Every SMi manager and employee is responsible for applying the Code of Ethics at all times and in every sector
of activity even outside working hours and in foreign countries. Any violation of the Code of Ethics or the law will
result in disciplinary measures ranging from a reprimand to dismissal as well as legal proceedings. The table of
sanctions in the event of non-compliance with this Code is found in Annex 5.
Moreover, our business partners acting on behalf of SMi must conduct themselves in compliance with this Code,
the laws and current regulations and respect the most rigorous ethical behavior.
9.3 Reporting and Ethics Hotline
Every manager and employee can, in good faith, report an issue with guaranteed complete confidentiality (see
Annex 6). SMi, on its part, commits that the author of such a report will be free of any form of retaliation and/or
reprisal. Administrative enquiries conducted in virtue of this Code are carried out with maximum respect, discre-
tion and protection of privacy and remain confidential to the extent that the law permits. On the other hand if SMi
discovers criminal or reprehensible activity, SMi must and will notify the proper legal authorities.
9.4 Training in Governance and Ethics
Every SMi manager and employee is responsible for reading and understanding the Code of Ethics and Corporate
ethics policies in order to understand and apply them accordingly.
In addition every manager and employee has the responsibility to follow SMis’ Ethics policies training program.
9.5 Commitment by All
On the date of hiring, all SMi manager and employee, agree in writing to read and comply with the rules and prin-
ciples as well as keep current on any changes to this Code. Moreover, from the date of hiring or nomination and
thence annually, all managers, employees, directors and shareholders must undergo a certification process to
guarantee that the code is understood and is applied in their daily activities.
10Annex
The S.M. Group Inc. (SMi)
11Annex 1
Contact Information
Ethics Counsellor
Independant member of the Board Mrs Josée Goulet
of Directors
The S.M. Group inc. In writing :
Mrs Josée Goulet
1001 Place Mount-Royal, suite 801
Montreal, QC, H3A 1P2
Email:
ethique@groupesm.com
Phone :
1-844-847-1376 (toll free)
1-514-847-1376 (Montreal)
12Annex 2
List of internal policies
Included in the employee handbook given at the time
Workplace Harassment and Violence Policy
of hiring. It is also available on SMi intranet site
Included in the employee handbook given at the time
Intellectual Property Policy
of hiring. It is also available on SMi intranet site
Included in the employee handbook given at the time
Confidentiality and Non-solicitation Policy
of hiring. It is also available on SMi intranet site
Use of Computer System, Electronic Mail and Internet Access Included in the employee handbook given at the time
Policy of hiring. It is also available on SMi intranet site
Employment Equity and Equal Opportunity In Employment Included in the employee handbook given at the time
Policy of hiring. It is also available on SMi intranet site
Included in the employee handbook given at the time
Pay Equity Policy
of hiring. It is also available on SMi intranet site
Included in the employee handbook given at the time
Procurement Policy
of hiring. It is also available on SMi intranet site
Included in the employee handbook given at the time
Policy on Quality
of hiring. It is also available on SMi intranet site
Included in the employee handbook given at the time
Use of Personal Vehicle for Business Purposes Policy
of hiring. It is also available on SMi intranet site
Included in the employee handbook given at the time
Salary Policy
of hiring. It is also available on SMi intranet site
Policy on Group Insurance and Miscellaneous Subscription Included in the employee handbook given at the time
Fees of hiring. It is also available on SMi intranet site
Included in the employee handbook given at the time
Work Schedule Policy
of hiring. It is also available on SMi intranet site
Included in the employee handbook given at the time
Policy on Annual Holidays
of hiring. It is also available on SMi intranet site
Included in the employee handbook given at the time
Policy on Reimbursement of Expense Claims
of hiring. It is also available on SMi intranet site
Included in the employee handbook given at the time
Policy on Professional Development (training)
of hiring. It is also available on SMi intranet site
Included in the employee handbook given at the time
Policy on Health and Safety at Work
of hiring. It is also available on SMi intranet site
Included in the employee handbook given at the time
Policy on Additional Benefits
of hiring. It is also available on SMi intranet site
Conflict of interest policy Included in the Code of Ethics
13Annex 3
Definition of the term “corruption”
To ensure that everyone has the same definition of the term “corruption”, the Code defines it as follows:
Corruption consists of, for a corrupter, to use a form of blackmail or various benefits, whether in kind or in cash in
order to unlawfully influence a person in authority, a public office holder or a political person who is found cor-
rupt. Having sometimes taken the initiative to solicit his own bribe, the corruptee consents to act against the duty
of his office and agrees to be bribed. Through action, omission or decision of the corruptee, the corrupter then
obtains a favorable support to the special interests he defends. This situation reflects a conflict of interest on the
part of the corruptee or breach of trust since he uses his office, position or employment for purposes contrary to
those that are in the public interest.
Definition of the term “collusion”
To ensure that everyone has the same definition of the term “collusion”, the Code defines it as follows:
Collusion is a conspiracy to defraud for the benefit of a small number of bidders, in order to control the awar-
ding of contracts or make greater than expected profits that those expected in a competitive situation. A secret
agreement is made on the price, carry out concerted offers (some are exaggerated amounts or conditions,
withdraw or refrain from tendering), share customers, markets or territories, sometimes control the supply,
designate which of them will be awarded the contract and provide compensation to the accomplices (appear
on the of the next subcontractor to get the contract, be a subcontractor, take a financial compensation). In
undoing the competition process, collusion compromises the fair and equitable treatment of bidders as well as
the integrity of the bidding process.
14Annex 4
Definition of the term “conflict of interest”
To ensure that everyone has the same definition of the term “conflict of interest”, the Code defines it as
follows:
A conflict of interest arises when our personal interests interfere, or appear to interfere, with our ability to perform
our jobs without bias in the Group’s best interest.
The personal interests involved can be of various nature: financial benefits, political benefits, etc. and can profit
the individual as well as anyone closely related to them.
Without limitation, the following are examples of conflict of interest situations or situations that could appear as
conflicts of interest:
››Divulging confidential information regarding possible business opportunities between the company with
third parties in which the employee may have a direct or indirect interest.
››An employees’ relative or acquaintance involved in the selection process for obtaining a mandate.
››A manager who directly supervises an employee that is a blood relative or is on a familiar basis with can be
perceived as favoritism.
15Annex 5
Table of sanctions for non-compliance with the Code of Ethics
Absenteeism - Frequent examples, but not limited to: The disciplinary action will greatly depend on the facts
> Lateness and various mitigating/aggravating factors. The penalties
> Non Authorized Absence can vary from a verbal to a written notice. However, it is
not uncommon that we proceed directly to a suspension
or dismissal depending on the situation.
The disciplinary action will greatly depend on the facts
Insubordination - Frequent examples, but not limited to:
and various mitigating/aggravating factors. The penalties
> Attitude toward superiors
can vary from a verbal to a written notice. However, it is
> Refusal to perform work
not uncommon that we proceed directly to a suspension
or dismissal depending on the situation.
Non compliance with a regulation or policy - Frequent
examples, but not limited to: The disciplinary action will greatly depend on the facts
> Alcohol consumption and various mitigating/aggravating factors. The penalties
> Use of assets can vary from a verbal to a written notice. However, it is
> Internet/Email Use not uncommon that we proceed directly to a suspension
> Cellular use or dismissal depending on the situation.
> Health/Security rules
Offensive / Coarse / Racist Language The disciplinary action will greatly depend on the facts
> Towards a superior and various mitigating/aggravating factors. The penalties
> Towards a Colleague can vary from a verbal to a written notice. However, it is
> Towards a third party not uncommon that we proceed directly to a suspension
or dismissal depending on the situation.
The disciplinary action will greatly depend on the facts
Non compliance with professional rules
and various mitigating/aggravating factors. However, it is
Code of ethics
not uncommon that we proceed directly to a suspension
Code of Conduct
or dismissal depending on the situation.
Act of violence The disciplinary action will greatly depend on the facts
Brutality/Threats towards a superior and various mitigating/aggravating factors. However, it is
Brutality/Threats towards a colleague not uncommon that we proceed directly to a suspension
Brutality/Threats towards a third party or dismissal depending on the situation.
The disciplinary action will greatly depend on the facts
Harassment
and various mitigating/aggravating factors. However, it is
Psychological
not uncommon that we proceed directly to a suspension
Sexual
or dismissal depending on the situation.
Theft, fraud, falsification - Frequent examples, but not
limited to:
Unauthorized use of employers assets
Generally considered a serious offense which may result
Theft of time
in immediate dismissal.
False expense claims
Theft or fraud to a third party
Falsification of reports, documents, files, etc.
Non loyalty - Frequent examples, but not limited to:
Conflict of interest (cumul employment, personal
relationships, bribes and gifts)
Generally considered a serious offense which may result
Employee indiscretion
in immediate dismissal.
Public criticism of the employer
Voluntarily omit to report a situation that may affect the
company.
16Annex 6
Ethic Line: Ways of making a report
You can report a non-compliant situation of the Code of Ethics, of the laws in force or any other ambiguous situa-
tion. Rest assured that it will be dealt with rapidly, seriously, courteously, and in total confidentiality. You can send
the report to The S.M. Group Inc. Ethics Counsellor.
1 User guide
Reporting and Ethic Line
In line with the best governance practices and in accordance with the Code of Ethics, The SM Group inc. has imple-
mented an ethic line for all employees of all of its subsidiaries.
This ethic line is under responsibility of Mrs. Josée Goulet, our Ethics Counsellor, independent member of the Board
of Directors and Chairman of the Ethics Committee of The SM Group inc.
Specifically, Mrs. Josée Goulet is responsible for the following:
››Management of the ethical line and the reception of reports
››Analyze, sort and distribute to the appropriate people, the reports received via the ethical line.
››Ensure that proper investigations are carried out and, where applicable, ensure that appropriate measures
have been taken
››Keep a record of the reports received and their status
››Make a report to the other members of the ethics committee at meetings.
2 Reporting
Reports can be done at any time in the three following manners:
In writing : Email: Phone :
Mrs Josée Goulet ethique@groupesm.com 1-844-847-1376 (toll free)
1001 Place Mount-Royal, suite 801 1-514-847-1376 (Montreal)
Montreal, QC, H3A 1P2
All reports must be truthful and must be supported by sufficient relevant and accurate information.
173 Confidentiality of Reports
All reports received are treated in total confidentially, anonymity, unless the employee authorizes the disclosure
of his/her name or the disclosure of his/her name is required by any law, regulatory authority or for any judg-
ment or in a situation involving threats (immediate, physical or otherwise). Information regarding complaints or
concerns will be disclosed only to the individuals that are required to know in order to adequately analyze the
reported activity.
As stipulated in the Code of Ethics, there will be no retaliatory action taken against an employee who reports
a violation in good faith. The ethic line is not intended for reporting work relation problems that fall under the
concerned managers and / or human resources manager.
4 Processing of Reports
All reports sent to the Ethics Counsellor are first sorted in order to identify all the parties involved and to whom
the information must be sent and then analyzed to determine if the report requires to be dealt in an urgent man-
ner or not.
The reports are then sent to the President and Chief Operation Officer and Chairman of the Board of Directors
unless the report made concerns a director, in which case, the report will be forwarded to the Chairman of the
Audit Committee and Vice Chairman of the Board of Directors. According to the Code of Ethics, these reports must
concern a breach or a violation of the Code of Ethics. In particular:
›› A fraud;
››A bribe received from a supplier or any other source;
››An unauthorized use of confidential information;
››A conflict of interest;
››A non-compliance with internal procedures and/or policies of a financial nature;
››A non-compliance with internal controls;
››An intrusive interference obstructing the free exercise of their professional judgment.
Each report, transferred to The S.M. Group Inc. concerned managers, will be investigated and validated in order to
make a decision. The Human Resources department, the Information Technology department and in some cases,
external resources can and will be called upon if necessary. All documentation concerning a report will be kept for
a minimum of 5 years.
5 Ethics Counsellor Summary
The Ethics Counsellor will give a summary of the reports received to the Ethics Committee at each Ethics Commit-
tee meeting.
6 Misuse of this Policy
For The S.M. Group inc. the report of a potential ethics infraction is a very serious matter. The misuse of the above
stated reporting procedures is a very serious offence that will be dealt with with disciplinary action including
dismissal. Under any circumstances, can an employee inappropriately submit a report in bad faith and/or by
knowingly disclosing false information.
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