Intrawest's Standards of Business Conduct |
1. GUIDING PRINCIPLES
Intrawest, as used throughout these Standards of Business Conduct ("Standards"), means the Intrawest Group of Companies including all subsidiaries, affiliates and partnerships. These Standards apply to the directors, officers and employees (referred to herein as "Employees") of Intrawest. All Employees must review these Standards on a regular basis and are expected to uphold its requirements. Intrawest's suppliers, contractors and consultants are also expected to abide by these Standards.
No standards of business conduct can replace the thoughtful behavior of an ethical Employee. However, such standards can focus a company, its management and Employees on areas of ethical risk, provide guidance to personnel to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help to foster a culture of honesty and accountability.
Although the Standards do not cover the full spectrum of Employee activities, they are indicative of Intrawest's commitment to maintain high standards of conduct, and are considered to be descriptive of the type of practices expected from Employees in all circumstances. These Standards do not replace other more detailed policies and guidelines, including our Employee Handbooks and individual business unit standards of professional conduct. Intrawest divisional or local policies will generally provide additional detail to these Standards or cover a situation specific to a particular location or business unit. If a divisional or local policy conflicts with the Standards, the Standards shall take precedence.
2. THE STANDARDS
(a) Complying with Law
Intrawest is committed to conducting its business affairs in compliance with all applicable laws, statutes and regulations and expects its Employees to act in a similar fashion. All Employees are responsible for understanding the laws and regulations that apply to their jobs and for preventing, detecting and reporting instances of non-compliance.
There are no circumstances that would allow Intrawest or its Employees to disregard any law or regulatory requirement in the conduct of Intrawest's business and no such activity will be tolerated.
(b) Acting with Integrity
It is not enough to do things right - it is also important to do them in the right way. Our business decisions and actions must be ethical, fair and honest. The Standards are an extension of our Intrawest Values and reflect our continued commitment to ethical business practices and regulatory compliance. By following the Standards we are acknowledging our responsibilities to manage our business activities with integrity as we pursue our mission: To create the best memories….. again and again.
(i) Competitive Practice
Intrawest wins and maintains customer relationships based on the quality of its products and services. Employees have a duty to deal fairly and truthfully with customers and to provide the best service possible. Any statements and materials made to third parties concerning Intrawest must be accurate. Employees are strictly prohibited from making deceptive, misleading or false representations about the Company to third parties. Any agreements entered into by Intrawest with competitors cannot violate anti-trust or competition law principles.
For further information concerning anti-trust or competition law please contact Intrawest Legal Services at 303-749-8200.
(ii) Dealings with Public Officials
When representing Intrawest, Employees must always deal openly and honestly with all public officials and treat them with courtesy and respect. Employees should never offer any gifts or benefits to any public officials as consideration for an act or omission in connection with their duties.
iii) Human Rights
Intrawest is committed to respecting the principles of human rights and individual freedoms in the workplace, and treating all employees with respect and dignity. All Employees are expected to maintain a workplace free from harassment, and not permit discrimination on the basis of race, gender, national origin, religious belief, sexual orientation, age, disability or any personal characteristic protected by law.
(c) Safeguarding Intrawest Assets
Proper protection and use of Intrawest assets, including proprietary information, is a fundamental responsibility of each Employee. Employees must comply with security programs to safeguard assets against unauthorized use or removal, as well as against loss by criminal act or breach of trust.
(i) Confidential Information
In the course of employment with Intrawest, Employees will be provided with access to certain records, reports, processes, plans, bids, proposals, customer lists, price lists and other documents, databases or software that are considered to be proprietary or confidential information. Unauthorized disclosure or misuse of this information could have serious consequences. For example, Intrawest could be placed at a competitive disadvantage or its financial stability and operational capabilities could be adversely affected. It could also be exposed to legal liability, or its reputation could be damaged or compromised.
Employees are prohibited from discussing or disclosing confidential information through all written or verbal communications, including email, instant messaging and the Internet including social media web-sites. Employees should always take all reasonable steps to ensure that confidential information is not discussed or disclosed in public places or through channels, such as email or the Internet, where others may overhear or intercept it. Employees are limited to sharing confidential information within Intrawest on a need to know basis and only when authorized to do so. This requirement remains in effect during and after employment with Intrawest.
Before disclosing any confidential information to a third-party, Employees must first have completed and executed an appropriate confidentiality or non-disclosure agreement. Please contact Intrawest Legal Services if you have any questions or require assistance with any such agreements.
All communications, work product and files that Employees create in the course of employment are the property of Intrawest. Intrawest may, at any time, bypass applicable personal passwords to access and inspect all Intrawest property, including computers, telephone and internet services, and email and voicemail systems.
Employees should not have any expectation of personal privacy in any messages, documents or other digital or paper files created, transmitted or stored using Intrawest systems (internet, software or hardware), including, but not limited to, email, voicemail and text-messaging systems.
(ii) Business Records and Financial Transactions
Intrawest's books and records must be available for audit and must reflect the transactions and the assets and liabilities of the Company in an accurate, fair and timely manner. Employees must not falsify Intrawest records or documents and must not produce or assist in the production of records or documents that are incorrect in any way. Employees must report any knowledge of untruthful or inaccurate statements or documents. The same high standards of integrity required in Intrawest's financial reporting to shareholders, creditors, government agencies and other third parties also apply to internal reports.
All Intrawest employees must be aware of and comply with Intrawest's Legal Governance and Financial Policies.
Responsibility for compliance with these principles rests with all Employees, not solely with the Company's accounting personnel. An Employee who has a concern about a questionable accounting or auditing matter can contact the Chief Financial Officer, whose contact information is available by calling Intrawest at 303-749-8200.
(iii) Use Of Property and Time
All Employees must ensure that Intrawest property is used only for legitimate company business purposes, unless otherwise authorized by management or as set out in specific corporate polices. Employees must exercise all reasonable care when using Intrawest property and ensure its proper maintenance, security, handling and operation. Intrawest property includes all property, equipment, vehicles, funds, supplies, computers, software, data, telephone and internet services, voicemail and email. Employees must not acquire, use, copy, remove, or divert Intrawest property for personal use or benefit. Employees must not use Intrawest property to create, transmit, store or display messages, images or material that are for personal gain, solicitations, chain letters, or are threatening, sexually explicit, harassing or otherwise demeaning to any person or group.
Employees are prohibited from doing work for outside employment, consulting contracts, charities and other activities during work hours, unless otherwise authorized by management.
(iv) Employees
Intrawest abides by all applicable fair standards legislation and other legal/regulatory requirements to ensure that our Employees are not discriminated against and are treated fairly and honorably.
Intrawest is committed to protecting the anonymity and confidentiality of employees reporting violation of this, or any other policies, by the establishment of confidential mechanisms of reporting such violations including a confidential phone number (1-866-869-9344) and email address (businessconduct@intrawest.com). No employee will be disciplined or retaliated against in any manner for voicing concerns, asking questions regarding policies or reporting violations in good faith.
(v) Workplace Health and Safety
Intrawest strives to provide a safe workplace for its Employees. Each division, affiliate, partnership or subsidiary is responsible for determining and implementing the appropriate practices to ensure an adequate level of safety in compliance with applicable workplace health and safety laws and regulations. Employees must take all reasonable steps to be familiar with such laws and regulations and related corporate policies. Employees must take reasonable care to ensure the health and safety of themselves, other Employees, Customers and members of the public throughout Intrawest resort properties and workplaces and bring any hazard or risk to the attention of management. Employees must properly use personal protective equipment, where required, and participate in all required workplace health and safety training programs. Employees must immediately report all workplace health and safety-related accidents, incidents, injuries and instances of illness to management, and fully cooperate with any investigation undertaken into such situations.
(d) Avoiding Conflicts of Interest
All Employees must avoid any activity that creates an actual or potential conflict of interest, and avoid any situation that may even present the appearance of a conflict of interest. A conflict of interest includes any situation in which an Employee's loyalties or interests are, or may appear to be, divided between:
- The Employee's personal interests and Intrawest's interests; or
- Intrawest's interests and a third-party's interests.
Employees should consult a member of management, Human Resources or the Chief Legal Officer if they are unsure whether a conflict exists. Any situation that could be considered a conflict of interest must be promptly disclosed in writing to the appropriate authority, which in most cases is the Employee's direct supervisor. After evaluating the circumstances (and if necessary referring the matter to a higher level of management) the Employee will be advised whether a conflict of interest exists. Employees are expected to take whatever action is determined by Intrawest to be appropriate to eliminate any conflict of interest that is found to exist.
The following activities are prohibited unless prior written approval has been received from management. Note that other conflicts of interest may arise, however it would be impractical to list all possible situations.
- Taking, or advising others to take, any potential business opportunity that would otherwise belong to Intrawest.
- Owning, operating, being employed by or being a director of any business that competes, directly or indirectly, with Intrawest.
- Being a director of a company that is an Intrawest customer, supplier or business partner.
- Engaging in a business transaction with Intrawest except in connection with regular employee programs.
- Having a direct or indirect personal financial relationship with a competitor, customer, or supplier (this does not include the purchase of publicly traded shares unless a controlling or significantly influential interest is acquired).
- Receiving gifts that are outside the bounds of reasonable and customary gifts (e.g., a modest Christmas gift or a modest congratulatory gift upon completion of a contract negotiation).
- Awarding a contract or entering into any other financial transaction with a family member on Intrawest's behalf.
- Being in a direct supervisor role or in a position of authority with an immediate family member.
- Employees using their position or the knowledge gained as a result of their position for private or personal advantage or to influence or control employees in a manner contradictory to the Standards.
- Soliciting Intrawest Employees, suppliers or customers to purchase goods or services for purposes not related to Intrawest business, or to make contributions to any organizations or in support of any non-Intrawest authorized causes.
- Soliciting or entering into any business or financial transaction with an Employee you supervise, either directly or indirectly.
(e) Protecting Privacy of Personal Data
Intrawest will abide by all applicable legal requirements protecting the privacy of a Customer's or Employee's personal information. All Employees must ensure that appropriate processes and systems are in place to safeguard use of, access to and disclosure of this type of information. Customer and Employee personal information is confidential and may not be disclosed except in limited circumstances as authorized by law. Permissible disclosures are outlined in other applicable Intrawest policies, standards, and guidelines, including but not limited to the Intrawest Employee Privacy Policy. Access to Customer and Employee personal information is strictly controlled on a 'need-to-know' basis and such information can only be used for legitimate Intrawest business purposes. The Intrawest Privacy Policy and related practices set the guidelines for managing Customer and Employee personal information and can be found on the Intrawest website at Intrawest.com. Any questions relating to the protection of personal information should be addressed to Intrawest's Chief Privacy Officer at 1-877-477-6777 or 303-749-8218.
(f) Respecting the Community
(i) Citizenship and Community Service
Intrawest has a responsibility to operate as a good corporate citizen and to make a positive contribution to the customers, communities, shareholders and stakeholders that it serves. In dealing with internal and external stakeholders, Employees are expected to conduct themselves in a manner that upholds community standards and values. Intrawest encourages the support of charitable, civic, educational and cultural causes.
(ii) Environment
Intrawest is committed to the protection of the environment. To comply with this commitment, the Company's policy is to meet or exceed all applicable laws and regulations. Employees must report to Intrawest Legal Services any occurrence that might expose them or Intrawest to legal sanctions associated with the breach or potential breach of any environmental law, statute or regulation.
3.COMPLIANCE WITH THE STANDARDS OF BUSINESS CONDUCT
These Standards provide the overarching guidelines for business practices and regulatory compliance for all Intrawest ULC entities and all Intrawest Employees. As a condition of employment, Employees are expected to comply with these Standards, applicable laws, regulations and all Intrawest policies and procedures that are related to their employment.
(a) Administration and Guidance
The Chief Legal Officer is responsible for administering the program. All communication is treated in a confidential manner. The Chief Legal Officer may be contacted via mail at Intrawest's Corporate Office located at 1621 18th Street, Suite #300, Denver CO 80202 or by telephone at 1-866-869-9344 or 303-749-8219 and through email at businessconduct@intrawest.com.
Employees have both the right and responsibility to obtain guidance about a business practice, conflict of interest or compliance issue when they are uncertain about what action to take. Employees who need details on a specific policy or guidance regarding these Standards, should talk to a member of management, Human Resources, or the Chief Legal Officer.
(b) Reporting Violations
All Employees benefit from an atmosphere of trust, integrity and ethical conduct. Intrawest will not tolerate violations of these Standards. Violations may result in disciplinary action up to and including termination of employment. Employees who willfully fail to report a violation of the Standards will also be subject to disciplinary action.
Employees who suspect misconduct, fraud, waste of Company assets, or other violations of these Standards are responsible for reporting such matters confidentially to the Chief Legal Officer by telephone at 1-866-869-9344 or 303-749-8219 or through email at businessconduct@intrawest.com. An Employee who refuses to engage in an activity that is in contravention of the Standards or reports an activity that is in contravention of the Standards will be protected from reprisal, discrimination or disciplinary action. Furthermore, it is a violation of these Standards to take action against such an Employee.
Updated: December 30, 2011