Investing Responsibly for Results
2016 | bcIMC's Code of Ethics
and Professional Conduct LIVING THE bcIMC VALUES
Our Core Values
We conduct ourselves with integrity and in an ethical manner in everything we do or say, thereby engendering the trust and respect of our clients, business partners, and other stakeholders.
We take responsibility as individuals for our own actions and decisions, without apportioning blame onto others in respect of our inappropriate actions or poor decisions, and we make what is wrong right to the greatest extent possible.
We take time to understand the perspectives of others, value their contributions, and work collaboratively and respectfully to achieve common goals.
We communicate openly, impartially, and constructively with each other. We keep our clients, employees, and other stakeholders informed in a thorough and transparent manner.
About This Code of Ethics and Professional Conduct
This Code of Ethics and Professional Conduct (the "Code") explains the standard of behaviour that bcIMC expects of us in our performance and dealings with others. The Code does not attempt to foresee every ethical situation or dilemma we could possibly face in our position. Rather, it sets out guiding principles and standards of conduct to help us make appropriate decisions in line with bcIMC’s values.
Application and Scope
The Code applies to us if we are associated with bcIMC as:
- officer or employee, including temporary or permanent, and part-time or full-time positions
- seconded individual, consultant, or contractor with three or more months service (unless the Compliance Office advises the role warrants earlier compliance)
Unless otherwise noted, all those who are required to comply with the Code are referred to as “employees”. This Code applies for the duration of our working relationship with bcIMC, including personal, short and long-term disability, and parental leaves. Certain compliance obligations, such as those relating to bcIMC property and our duty of confidentiality, continue to apply after our working relationship with bcIMC ends.
Complementary Policies and References
Certain sections of this Code have a list of complementary policies and/or related references. We must familiarize ourselves with policies and other references that provide more detailed guidance on specific issues relating to our work.
- maintain an overall understanding of the Code and detailed knowledge of provisions or policies that specifically relate to our work
- commit to comply with the Code’s principles and bcIMC’s policies.
As employees, we are expected to:
- take personal responsibility for performing our duties with trustworthiness and integrity, and act in an honest and fair manner in all dealings with clients, colleagues, business partners, and other stakeholders
- conduct ourselves in a professional manner and maintain a high standard of professional knowledge in order to competently perform our duties
- do our part to achieve bcIMC’s objectives to the best of our abilities, while making decisions consistent with the Code and without compromising our ethics
- periodically review the Code and participate in regular training to maintain our understanding of the Code
- consult with our supervisor or one of the contacts listed in the Guidance and Support section of the Code if we have any questions or concern about The Code
- at least annually, confirm past compliance and agree to ongoing compliance with the Code
If we become aware of possible violations of the Code, we are expected to:
- act in good faith and promptly report the suspected violation to our supervisor or one of the other contacts listed in the Reporting Violations section of the Code
- escalate our concern beyond our supervisor to one of the contacts listed in the Reporting Violations section if the breach we reported was not resolved within a reasonable period of time
- cooperate with bcIMC investigations regarding possible violations of the Code.
Leaders and People Managers
The responsibilities of a leader and people manager include and go beyond those of other employees. They are expected to:
- know the Code in detail and actively promote it
- lead by being a model of high standard of ethical conduct
- encourage an environment of open and honest communication without fear of retaliation
- be vigilant in preventing, detecting, and promptly responding to any violations of the Code
- protect those who report violations
- work with the Compliance Office to distribute the Code to employees, ensure employees attend required training, and collect acknowledgements and attestations when required.
If someone approaches with a question or concern, leaders and people managers are expected to:
- express gratitude to employees who come forward
- listen carefully and attentively
- seek clarification and additional information to ensure full understanding of the question or concern
- respond to any question to the extent they can but seek help if they need it before responding
- follow-up as soon as possible if they are unable to provide an immediate response
- report the concern to the appropriate resource if it requires an investigation
- ask for help if they are uncertain whether an investigation is required.
Chief Operating Officer
The chief operating officer is expected to fulfill the following responsibilities with help and support from the Compliance Office:
- organize training and ensure the Code is distributed to all employees
- provide advice and support in respect of ethical dilemmas and the proper application of this Code
- oversee monitoring and testing activities to assess the status of compliance with the Code
- ensure appropriate remedial action is taken when breaches of the Code are identified
- maintain employee disclosures and attestations required under the Code and apply appropriate measures to protect the confidentiality of the information provided
- ensure an effective system is in place to receive and investigate confidential reports of violations relating to this Code
- review the Code at least every two years and recommend updates to the Code or related policies
- report on compliance with the Code to the corporate human resources and governance committee (HRGC) and/or the audit committee, as applicable.
Corporate Human Resources and Governance Committee (HRGC)
The HRGC is expected to:
- periodically review proposed updates to the Code and recommend, with or without modifications, approval to bcIMC’s Board of Directors
- review reports on the adequacy and effectiveness of the Code.
The audit committee is expected to:
- review reports of violations of the Code and investigations conducted by management
- when appropriate, institute their own investigations of breaches or suspected breaches of the Code.
Our Guiding Principles
Our Code is organized into 14 categories containing guiding principles that we should use to guide our behaviour:
- We respect our duties.
- We do not engage in or facilitate illegal activity.
- We treat each other with dignity and respect.
- We promote a safe and healthy work environment.
- We avoid conflicts of interest.
- We are self-disciplined when engaging in outside business activities.
- We do not extend or accept inappropriate gifts and business courtesies.
- We use business resources appropriately.
- We protect bcIMC’s property and reputation.
- We preserve the accuracy and integrity of our records.
- We engage business partners based on merit.
- We are committed to responsible investing.
- We support our community.
- We uphold applicable rules governing capital markets.
These guiding principles are individually discussed further in the following sections.
We Respect Our Duties
Engendering trust and acting ethically is at the centre of what we do and how we do it.
To ensure bcIMC fulfills its fiduciary duties to our clients, each of us is expected to:
- act honestly, in good faith, and in the best interest of bcIMC
- perform our duties with an appropriate degree of care
- deal fairly and impartially with clients
- communicate with clients and other stakeholders in a respectful, timely, and accurate manner
- comply with applicable laws, regulations, legal obligations, and professional standards of conduct
- act in a professional, respectful, and ethical manner at all times
- serve to the best of our abilities without compromising our ethics for the sake of achieving bcIMC’s targets or objectives.
We Do Not Engage in or Facilitate Illegal Activity
Clients, employees, and other stakeholders want to do business with and work for organizations that take their legal and compliance responsibilities seriously. They expect us to uphold and comply with the law and any other policy or requirement established by bcIMC. Failing to comply with the law risks exposing bcIMC, as well as employees, to serious regulatory or legal consequences and reputational harm. We must not knowingly engage in, facilitate, or benefit from any illegal activity. An employee who is convicted of a criminal offence or sanctioned by a professional body must notify his or her manager without delay who, in turn, must notify the senior vice president, human resources.
We must report any concerns about suspicious behaviour relating to illegal misconduct of bcIMC, its employees, contractors, or any business partners, clients, government representatives, or other third parties having direct or indirect business dealings with bcIMC.
Report our concern in accordance with the guidance and steps outlined in the Reporting Violations section of this Code.
We Treat Each Other With Dignity and Respect
We treat each other with dignity and respect, free from discrimination, bullying, and all forms of harassment. We promote a healthy workplace, which is characterized by:
Polite behaviour – courteous and considerate behaviour towards others
Inclusion – of people with different backgrounds, cultures, strengths, and opinions
Positive work environment – free from disrespectful, discriminating, bullying, and harassing behaviour
Constructive management of differences – differences are inevitable and are appropriately managed through our conflict management and dispute resolution processes
Support – individuals have the support necessary to practice dispute resolution and respectful workplace skills.
We Promote a Safe and Healthy Work Environment
We are committed to a safe and healthy work environment for all employees and we will comply with all applicable laws and policies relating to health and safety. We are expected to perform our work taking full account of the health and safety risks involved, and protecting against these risks by taking reasonable precautions.
We must report accidents, potential safety hazards, and other health and safety concerns without delay to our manager or Human Resources.
We Avoid Conflicts of Interest
We avoid conflicts of interest, whether real or perceived, in the performance of our duties. A conflict of interest arises when our private affairs or interests are in conflict, or could be perceived by a reasonable person to be in conflict, with our duties or responsibilities in such a way that:
- our ability to act in the interest of bcIMC and our clients could be impaired
- our actions or conduct could undermine or compromise:
- our clients’ confidence in our ability to discharge work responsibilities
- the trust our clients place in bcIMC.
Examples of potential conflicts of interests
- using bcIMC property or our bcIMC position or affiliation to pursue personal interests
- personally benefiting from, or reasonably perceived to be benefiting from, the use of information acquired solely by reason of our relationship with bcIMC
- in the performance of our duties, giving preferential treatment to an individual or entity, in which we, our relative, or friend has an interest
- a reporting relationship with someone with whom we share a close personal relationship or would be perceived to benefit personally from the reporting relationship
- personally benefiting from, or reasonably perceived to be benefiting from, a bcIMC transaction over which the use of information is acquired solely by reason of our relationship with bcIMC.
Upon commencement of our working relationship with bcIMC and on an ongoing basis, we will arrange our private affairs in such a manner as to prevent a conflict from arising.
If we ever find ourselves in an actual, perceived, or potential conflict of interest, we must disclose the matter to our supervisor and the Compliance Office.Personal Investments and Disclosure Directive Business Courtesies Directive
We Are Disciplined When Engaging in Outside Activities
We are expected to avoid any position, associations, investments, or other activities outside of our bcIMC work that might:
- interfere with the performance of our bcIMC duties
- bring bcIMC into disrepute
- represent a conflict of interest or create a reasonable perception of a conflict of interest
- appear to be representing bcIMC in an official capacity or reflect bcIMC’s opinion, position, or policies
- involve the unauthorized use of work time or bcIMC premises, services, equipment, or supplies which is only available by virtue of our working relationship with bcIMC.
We are expected to devote our working hours to bcIMC and must disclose the following outside activities by completing and submitting a New Account(s) and Outside Activities Form:
- engage in remunerative employment outside bcIMC
- carry on business activities outside bcIMC
- invest in a business that is not listed on a recognized exchange
- hold a controlling interest in a business other than personal holding companies
- commence a campaign for election or appointment to public office.
If we disclosed outside activity and later change roles within bcIMC, we must discuss the outside activity with our new supervisor and we may be required to re-submit a New Account(s) and Outside Activities Form to ensure there is no conflict with the responsibilities of our new position.
An employee who sits on a board of directors, other than at the request of bcIMC, must avoid any perception that they are acting on behalf of bcIMC.
An employee who sits on a board of directors at the request of bcIMC must remit any associated remuneration received in his or her capacity as director of the corporation to bcIMC. When sitting on a board of directors at the request of bcIMC, bcIMC recognizes that the employee’s first obligation is to the corporation the individual serves as director.
Employees are free to participate in the political process as individuals on their own time or make personal political contributions in accordance with the law. Employees’ political activities and contributions must be clearly separated from their working relationship with bcIMC.
We Do Not Extend or Accept Inappropriate Business Courtesies
It is acknowledged that business courtesies are exchanged as common practice to foster business relationships.
However, we have to maintain a high standard of independence and impartiality, and avoid extending or receiving business courtesies that could be seen to impair our professional judgement, impact the performance of our duties, oblige us to a third party, or diminish the credibility of bcIMC.
The following criteria should be considered by employees who are considering the acceptance of a business courtesy:
- the benefit is of nominal value and it excludes cash or instruments readily convertible into cash
- the exchange is lawful and creates no obligations
- reciprocation would be easy
- it occurs infrequently
- it would not adversely impact bcIMC’s reputation if knowledge of the business courtesy was to become public knowledge.
We must, in all circumstances, refrain from requesting a business courtesy and we must notify the Compliance Office without delay if we receive unsolicited business courtesies that fail to meet any of the above noted criteria.
Bribery and Corruption
bcIMC is committed to conducting business in accordance with Canada’s Corruption of Foreign Officials Act and any other applicable international anti-bribery or anti-corruption laws. Corruption is the misuse of public power for private profit, or the misuse of entrusted power for private gain. Bribery is the offer, promise, or payment of cash, gifts, or excessive entertainment, or an inducement of any kind offered or given to a person in a position of trust to influence that person’s views and/or conduct or to obtain an improper advantage (“inappropriate payment activity”).
We must not knowingly engage in, facilitate, or benefit from any inappropriate payment activity. Our books and records must correctly reflect both the amount and the written description of any transaction. We are also expected to ensure that there is a reasonable relationship between the substance of a transaction and how it is described in our books and records.
We must report any concerns about suspicious behaviour relating to inappropriate payment activity of bcIMC, its employees, contractors, or any business partners, clients, government representatives, or other third parties dealing directly or indirectly in business dealings with bcIMC. This includes reporting in good faith where we believe that bcIMC or the above mentioned other parties have violated or are about to violate anti-bribery or anti-corruption laws in any jurisdiction. See ‘Reporting Violations’.
We Use Business Resources Appropriately
We are expected to use bcIMC property in a responsible manner for bcIMC purposes or for other purposes with prior authorization (e.g. charitable events). Use of bcIMC resources for commercial or political purposes is prohibited.
Limited and reasonable personal use of bcIMC’s information technology equipment is permitted, providing we use caution and it does not interfere with our work and the effective operation of bcIMC’s network and computing facilities. We will be held fully responsible and accountable for any negative consequences. We must never use bcIMC equipment or property to access, receive, view, or distribute illegal or offensive material.
If we use bcIMC assets for personal purposes, we should have no expectation of privacy. bcIMC has a right to access information contained on or accessed through its corporate assets.Acceptable Use of IT Resources Policy Internet and Email Monitoring Procedures
We Protect bcIMC's Property and Reputation
We are expected to take good care of bcIMC property and not expose it to loss, damage, misuse, or theft. We must adhere to measures in place to protect bcIMC property. These include the use of safes, physical or logical access controls, and other security-related measures.
Inventions and Proprietary Information
Any invention such as computer programming, research, or investment modeling developed as part of our work is bcIMC property. These inventions are proprietary and should only be disclosed to employees with a legitimate business purpose, who need the information to do their jobs. At any time during or after our employment or engagement, bcIMC may require us to return or destroy bcIMC property in our possession or control or stop using, accessing, or disseminating such property.
Confidentiality and Privacy
We are expected to access and use work-related information for the intended purpose and share it only with those who are authorized and who have a legitimate need to know. We must take all reasonable steps to preserve the confidentiality and privacy of bcIMC information. This includes:
- appropriately restricting electronic access to confidential and private information
- securing confidential and private paper from unauthorized access
- not discussing confidential or private matters where they can be inappropriately overheard
- exercising caution when accessing confidential and private information on our computer screen
- locking our computer when it is unattended
- using the secured print function to print confidential and private information
- transmitting confidential and private documents by electronic means only when it is reasonable to believe this can be done under secure conditions.
Our duty of confidentiality continues to apply after our working relationship with bcIMC ends.
We must only use bcIMC’s brand and stationery for approved business purposes and in accordance with bcIMC’s most current brand guidelines.
Communicating with the Media and Public
Communication and Government Affairs is responsible for managing bcIMC’s relationships with the media and public. To help them do their jobs:
- do not speak publicly or to the media on behalf of bcIMC without the approval of the CEO/CIO
- send any requests for comments or information received from the media to Communication and Government Affairs.
If we are authorized to speak publicly on behalf of bcIMC, we must always provide factual and accurate information.
We Preserve the Accuracy and Integrity of Our Records
bcIMC’s systems of internal controls support our conformity to approved accounting principles. We are expected to maintain complete, fair, and accurate books and records and comply with all legal requirements.
We must also comply with bcIMC’s Records Management Policy, which addresses the identification, retention, preservation, and destruction of records. Each of us is responsible for the integrity of records under our care and control.
We Engage Business Partners Based on Merit
bcIMC endeavours to work with business partners that have high standards of ethical business conduct consistent with the principles and expected behaviours set out in this Code. We are expected to treat business partners fairly and to select them based on factors such as value, quality, ethical business conduct, and price.
We are Committed to Responsible Investing
bcIMC believes that strong corporate governance and responsible corporate behaviour with respect to environmental, social, and governance factors contributes to better long-term financial performance.
To the extent appropriate for our role or position, we are expected to contribute to bcIMC’s responsible investing activities to protect and grow the long-term value of our clients’ funds.
We Support our Community
During the course of each year, bcIMC employees participate in a number of community-related initiatives. Everyone is encouraged to participate in these community-related initiatives and to contact Communication and Government Affairs if they have other information on community-related initiatives that may be of interest to the rest of bcIMC.
We Uphold Applicable Rules Governing Capital Markets
As a significant participant in the capital markets, bcIMC has important obligations to comply with securities legislation and various marketplace rules. These compliance obligations are designed to protect our clients and other investors from unfair, improper, or fraudulent practices, and to foster fair and efficient capital markets as well as confidence in the capital markets. To this end, we must not engage in any of the following activities:
Trading of a public issuer’s securities while in possession of material non-public information about the issuer. This includes trading on behalf of bcIMC or in personal accounts we control, direct, or influence. This trading prohibition applies to material non-public information acquired by reason of our working relationship with bcIMC or through other sources and channels.
Disclosing material non-public information about a publicly traded security to a person who is not authorized to have the information.
Executing orders on securities while taking advantage of advance knowledge of pending orders or strategies by bcIMC.
These activities can cause irreparable harm to bcIMC’s reputation and future outlook. Regulatory and criminal enforcement actions can also be taken against bcIMC and its directors, officers, and employees.
bcIMC has implemented procedures and training programs to mitigate the abovementioned risks.
We are required to seek pre-clearance of our personal trades in certain securities, and provide suitable evidence of our personal trading activity and holdings. We are also required to disclose all instances where we possess or are likely to possess material non-public information, so that appropriate trading restrictions can be put in place.
When we access and handle material non-public information, we have to take reasonable steps to preserve the confidentiality of information under our care in accordance with bcIMC policies and the Confidentiality and Privacy section of this Code.
If we inadvertently receive material non-public information, we must immediately report all the facts to our General Counsel so that we may take appropriate remedial actions.Information Barrier Procedures Personal Investments and Disclosure Directive Training – Safeguarding and Proper Handling of Confidential Information
Our Ethical Decision Making Process
Although our Core Values and Guiding Principles are designed to help us make the right decisions, they cannot cover every situation or dilemma we may face during the course of our work. When faced with an ethical dilemma, we must accept responsibility for making the decision and accountability for the consequences of the decision. Turning a blind eye may seem easier, but taking no action is in itself an action that can have serious consequences. Failure to report a violation is in itself a violation and is subject to disciplinary measures.
While we are required to comply with industry regulations as the minimum standard for ethical behaviour, regulations and rules only form part of the decision process. Our continued success is dependent on our ability to use our best judgment and make ethical decisions that are aligned with our Core Values and Guiding Principles. Regardless of the situation, we must always be honest and conduct ourselves with integrity.
Everyone is encouraged to use the Ethics Decision Tree for guidance to the best course of action. Our supervisor and the resources noted in the Guidance and Support section of this Code are available if we need their help.
Guidance and Support
If we have any doubts, questions, or concerns, we are strongly encouraged to seek guidance before taking action. We can start by talking with our manager. They have a responsibility to listen and help. If we do not feel comfortable talking with our manager or don’t feel our matter was resolved, please contact the Compliance Office. The Compliance Office is the key contact regarding the general application of the Code but we can also speak to a member of the Human Resources department or Legal Affairs.
Exceptions to the Code
Exceptions to the Code will only be considered under extraordinary circumstances. The audit committee must approve exceptions for the chief executive officer / chief investment officer (CEO/CIO). The CEO/CIO may authorize exceptions for other employees of bcIMC. Exceptions authorized by the CEO/CIO must be disclosed to the audit committee.
We are responsible for reporting a violation or suspected violation of this Code to our supervisor or through one of the channels set forth here.
When raising a concern, we should provide as much detailed information as possible, including:
- background and history of the concern
- location where the event occurred
- what occurred
- when it occurred
- why the situation is reason for concern
- name of individual(s) involved
- name of individual(s) that may have witnessed the event
- any documents or information that support the allegation and will assist the investigation.
This is particularly important when submitting a report or complaint on an anonymous basis so that bcIMC can conduct an appropriate investigation.
Our supervisor or the internal resources mentioned below will keep confidential all questions and reports of known or suspected violations of this Code and underlying policies or procedures and, upon request, they will also do their best to treat these as anonymous reports.
We may raise concerns about accounting and internal controls or auditing matters to the audit committee by contacting the senior vice president, finance or the head of internal audit and our concern will be communicated to the chair of the audit committee of the bcIMC Board.
bcIMC established an anonymous reporting facility through a third-party vendor that can be accessed through any of the following channels:
We are encouraged to use the anonymous reporting facility for significant issues if we are uncomfortable speaking to one of the above mentioned internal resources. We may not remain anonymous if our report relates to our own error, misconduct, or violation of the Code.
Regardless of whether our concern is raised through the confidential or anonymous reporting channel, the Compliance Office and potentially the chair of the audit committee will assess our report depending on the implicated parties. They determine whether the concern should be directed to senior management in Internal Audit, Human Resources, Compliance, and/or Legal so that they (or their designate) can discreetly investigate it or whether it requires an external investigation.
Although investigator(s) will maintain confidentiality to the greatest extent possible, the primary objective will be taking all reasonable steps to conduct a thorough investigation of reported allegations.
Investigations will be carried out as swiftly as reasonably possible, taking into account the nature and complexity of the report. The Compliance Office will, as appropriate and whenever possible, inform us when the investigation is concluded and whether the claims were substantiated. Further details of the investigation and any disciplinary action taken are confidential.
Protection Against Retaliation
Retaliation involves any conduct that would reasonably dissuade or discourage us from reporting a concern or from cooperating with an investigation. It may occur through conduct or communication and may take many forms, including behaviours, actual or implied threats, changes to the terms or conditions of employment, harassment, bullying, or intimidation.
bcIMC will not tolerate retaliation and will do what it lawfully can to protect each of us when we raise a concern in good faith and/or when we cooperate with investigations regarding suspected unethical, illegal, or fraudulent matters. Anyone who retaliates against us as a result of our protected actions may be subject to disciplinary action, up to and including termination.
If we believe that we have been subjected to retaliation or any conduct that violates the Code, we may file a complaint through any of the reporting channels in the Reporting Violations section of this Code.
Disciplinary Measures for Non-Compliance
Employees who contravene the letter or spirit of the Code and/or related policies will be subject to disciplinary measures appropriate to the severity of the matter and surrounding circumstances.
It is the responsibility of senior management to ensure that an appropriate level of discipline is applied consistently, without bias, and in a timely manner.
Examples of disciplinary measures include, but are not limited to:
- verbal warning
- written warning placed on an employee’s record
- suspension of personal trading privileges
- suspension from work
- termination of employment
- legal action
- referral to the appropriate law enforcement or regulatory agencies if the matter involves criminal activity.
bcIMC’s training is designed to help us learn how to apply our Core Values and Guiding Principles through examples based on real situations in our industry and work environment. The training prepares us to recognize and respond to situations requiring ethical decision making. Compliance and ethics awareness training is required of all employees and others who commit to abide by the Code.
bcIMC may require us to participate in other training sessions that educate us about compliance requirements specifically related to our role or position. We are required to take our training by the specified due dates.
Acknowledgement and Attestations
As a condition of our employment, we must acknowledge that we have read and will abide by the Code. At least annually, we must also confirm past compliance and agree to ongoing compliance with the Code.
We will also be asked to make periodic attestations and supply supporting documentation in relation to our personal trading activity and holdings as well as our outside activities.
BRITISH COLUMBIA INVESTMENT MANAGEMENT CORPORATION
300 – 2950 Jutland Road, Victoria, BC v8t 5k2
778.410.7310 | email@example.com
bcIMC is the investment agent for many institutional clients; the views and opinions expressed in this document are those of bcIMC. Produced by bcIMC Compliance. All rights reserved. Contents copyright (c) 2016. May not be reprinted without permission.
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