Code of Conduct

1 Application of the Code

1.1 Policy Statement

SCM Insurance Services’ (SCM) Code of Conduct (the Code) summarizes core values and principles that guide our business conduct. The Code establishes standards for behaviour, provides questions and answers for situations that may be encountered on the job, and lists resources where help and further information can be found.

Every effort has been made to include important topics in this Code. However, the Code cannot address every possible workplace situation or list all of SCM’s Corporate Policies and Procedures. Based on respective job accountabilities, employees may be required to comply with additional professional conduct requirements or codes of conduct for their respective business units, in addition to the guidelines in this Code of Conduct.

Violations of this Code of Conduct may result in disciplinary action up to and including termination of employment in addition to other civil and/or criminal penalties that may result. The Code of Conduct was adopted by the Board of Directors (the Board) and any changes made to the Code must be approved by the Board of the Corporation. The Audit Committee which consists of three (3) independent members of the Board of Directors of the company is responsible for the periodic review and assessment of the Code.

1.2 To Whom Does the Code Apply?

The Code of Conduct applies to all SCM employees and to SCM’s outside directors, independent contractors, agency temps and other individuals that work for SCM in various capacities, which are together referred to as “employees” for the purposes of the Code of Conduct. SCM includes the following entities:

• SCM Insurance Services.

• ClaimsPro Inc.

• Xpera Risk Mitigation & Investigation

• SCM Risk Management Services Inc.

• Pario Engineering and Environmental Sciences

• International Programs Group

1.3 SCM’s Guiding Principles upheld within the Code of Conduct are:

• People – the best in the business, our competitive edge

• Integrity – without compromise

• Leadership – ownership and accountability; inspiration and motivation

• Innovation – creatively delivering value

• Quality – validated by our customers

• Teamwork – winning together with customers and stakeholders

1.4 Contravention of the Code

SCM expects its employees to report any conduct that they believe is in violation of the Code.

SCM offers several resources where employees can seek advice if they have questions or concerns about a situation involving this Code of Conduct:

• Bring your concern to the attention of your manager, senior management or your respective Human Resources Business Partner.

• Send an e-mail to confidential@scm.ca, this email should be used to report ethical, legal, regulatory or compliance concerns regarding SCM and its employees, agents, vendors, clients and customers. We are committed to providing a fair, prompt, safe and confidential avenue for you to report and seek resolution for your ethical concerns.

• Contact Jacques Valotaire, Chairman of the Audit Committee by phone: 514.946.6819 or e- mail: j.valotaire@videotron.ca

SCM prohibits retaliation against an employee who in good faith brings forward workplace, compliance or reporting issues. Retaliation may result in disciplinary action up to and including termination of employment. The Company will maintain anonymity and confidentiality of the employee to the extent possible and information will be disclosed only to the extent necessary to conduct a proper investigation.

2 Acting with Honesty and Integrity

2 SCM is committed to operating its businesses with honesty and integrity.

Situations involving business conduct can be complex. No Code of Conduct can completely cover every workplace situation. Sometimes an employment agreement, a law or policy clearly dictates the outcome. More often, it is necessary to interpret the situation.

2.1 Ethical and Legal Conduct

All SCM employees must comply with this Code and all laws and policies applicable to SCM’s business. Each of us must be willing to raise ethical and legal concerns. SCM expects employees to conduct SCM’s business in an ethical and legal manner and to recognize that in all their transactions and at all times they have a duty of undivided loyalty to SCM. These obligations demand positive action by all employees to protect the interests of SCM, and to avoid situations where their self-interest actually or apparently conflicts with the interests of the company.

2.2 Competing and Dealing Fairly with Others

SCM expects all its employees to treat others in a fair and honest manner.

2.3 Report Information Accurately

All information communicated by SCM with others outside the company must be accurate and to the best of our knowledge and belief. Business records, expense reports, invoices, employee records and other reports are to be prepared with care and honesty and in a timely fashion. Only authorized SCM personnel will respond to external inquiries about SCM and its subsidiaries. All media contact and public discussion about SCM should be conducted through authorized SCM spokespersons. SCM competes by fairly and accurately emphasizing the merits of its products and services, not by disparaging competitors or their products. Advertising and sales materials must comply with SCM’s sales and marketing guidelines.

2.4 Anti-Money Laundering

Employees must notify their immediate manager if they suspect money laundering activities related to SCM products. If the employee is unable to contact their manager then they are to escalate it to the next level of management, Business Unit Leader, the respective Company President or Chief Executive Officer.

2.5 Licensing Requirements

Employees in positions for which professional, regulatory, driver or government-issued licenses are required must keep their licenses current and in good standing. Employees must inform their manager immediately if their license is revoked, suspended, or otherwise restricted.

3. Respect in the Workplace

3.1 Work Environment

SCM is committed to providing a safe, healthy, inclusive, and productive work environment that values diversity.

3.2 Harassment and Discrimination-free workplace

All employees are expected to adhere to SCM’s Respectful Workplace Policy which outlines the company’s commitment to a work environment free from harassment and discrimination.

SCM will not practice, tolerate, nor condone discrimination by or against SCM employees on the basis of age, race, colour, religion, sex, national origin, sexual orientation, gender identity, disability, marital status, family status, genetic information or other grounds of discrimination prohibited by law. Nor will SCM tolerate demeaning or humiliating behaviors towards others (such as obscene or offensive jokes/remarks/gestures, belittling or threatening behaviors, intimidation, bullying, verbal or non- verbal mistreatment), any offensive or humiliating behavior related to ones’ sex or any behavior of a sexual nature (physical or verbal) or any other form of harassment which interferes with work performance or creates a hostile or offensive work environment.

3.3 Drugs and Alcohol

SCM prohibits the sale, use, or possession of illegal drugs, consumption of alcohol and other unauthorized controlled substances, including the unauthorized use of prescription drugs while on company premises, operating company owned property or while conducting company business. Employees must not report to work, remain at work, conduct company business at client locations or operate company owned vehicles while under the influence of alcohol or drugs not medically authorized.

However, for company sponsored or client events at which employees are representing SCM or any of its companies and where alcohol is being served, employees are required to maintain professional conduct during these events. Excessive consumption of alcohol will not be tolerated.

3.4 Work Place Safety and Security

SCM employees must comply with all federal, provincial, and local health and safety laws and regulations and SCM’s internal security procedures. Threats and violent or intimidating behavior will not be tolerated. Employees are required to comply with SCM’s internal Respectful Workplace Policy.

4. Avoiding Conflict of Interest

4.1 Conflict of Interest

Employees must devote their full time and attention to SCM and shall not be employed with, contracted to, or provide services to any other person, firm or corporation unless permitted by his or her employment agreement or otherwise authorized by the Corporation in writing. Employees may not hold or engage in financial activities and investments for personal gain that create a conflict of interest with SCM, SCM suppliers, or any other entity in which SCM may have an interest or in any insurance company, insurance agency or any other company whose principal business or holdings relate directly to the insurance industry. Employees are required to discuss with their manager any situations that may be deemed a conflict of interest.

4.2 Improper Payments

SCM prohibits offering or receiving, directly or indirectly, any bribes, kickbacks, or other payments that can influence business decisions.

4.3 Gifts, Entertainment and Meals

All SCM employees must select objectively, free from personal biases or self-serving motives any supplies, materials, and services for the company.

No employees, members of their families and persons with whom they have a close personal relationship shall solicit or accept, directly or indirectly, any gift, favour, loan, gratuities, reward, promise of future employment, or any other item of monetary value that might influence, or might reasonably be deemed by others to influence their actions or decisions or those of the recipient.

Employees are not to give, offer, or promise directly or indirectly anything of value to any representative of a customer, a potential customer, a vendor or potential vendor, financial institution or potential financial institution with whom the Company has or may have a business relationship.

Employees can accept occasional unsolicited courtesy gifts or favours (such as business lunches, tickets to sporting events or cultural events, holiday baskets, flowers, etc.) as long as the gifts or favours have a market value under $500 cumulative for any given calendar year, are customary in the industry, and do not influence or appear to influence the judgment or conduct of the employee. Employees are required to discuss any exceptions to this amount with their manager.

Transportation, hotel services, and expense reimbursement by third parties are prohibited in conjunction with attendance at approved vendor-sponsored events unless the employee is a presenter at the program or part of a panel, and other participants are treated equally. Acceptance or participation in a business meal situation is appropriate when based on a business need and such dining occurs in conjunction with business discussions. These are guidelines and cannot cover every situation that may arise. Employees are expected to use good judgment and exercise the highest degree of integrity in conducting SCM’s business. Employees must discuss with their manager situations they are uncertain about.

4.4 Political Activity

SCM encourages its employees to be involved in civic activities, including holding political offices. However, these activities can be the basis of a conflict of interest. SCM’s awareness of employee political activity will assist in avoiding conflict situations, especially those that could arise from company investment activity in the political entity. Employees are required to notify their manager when they are considering running for, and following election or appointment to political office. The manager should e-mail the information to the confidential@scm.ca mailbox for review. Employees are not permitted to engage in political activities within SCM premises.

5. Protecting Our Brand, Clients and the Employees

5.1 Competition

Employees are required to avoid any conduct which violates or which might appear to violate competition (antitrust) laws. All communication with competitors, suppliers, and clients are especially subject to competition law risk.

5.2 Off Duty Conduct

Employees are expected to conduct themselves while off-duty and/or on social media in a manner that does not adversely affect their work performance, damage SCM’s reputation or impair the trust and confidence that SCM expects of its employees.

6. Our Role in Using and Safeguarding Information and Assets

6.1 Confidential, Proprietary Material and Intellectual Property

Ideas, information, and data which are proprietary to SCM must be safeguarded from unauthorized disclosure or use. This information includes, but is not limited to, copyrights, trade secrets, customer lists, marketing plans, manuals, and other materials developed for business use. Such proprietary material or intellectual property belonging to SCM must not be disclosed or used by employees for their own benefit or that of others. Employees must return all proprietary material or intellectual property at their disposal to SCM upon request or when they depart from the company. All Employees are required to refrain from revealing confidential information and/or intellectual property after their departure from SCM. To protect confidentiality and to preserve applicable legal privileges, the discussion of SCM’s legal matters should be restricted on a need to know basis.

Employees are prohibited from disclosing the proprietary information of their former employers. Employees are also prohibited from acquiring or seeking to acquire by improper means a competitor’s trade secrets or other proprietary or confidential information.

Information and data about or belonging to SCM clients and the customers of SCM clients must be kept confidential. Employees must not discuss or otherwise disclose this information except to the extent required in the proper performance of the employees’ duties, where authorized in writing by the client and/or client’s customer or otherwise as required by law.

6.2 Third Party Agreements

SCM employees must ensure that the provisions of any agreements with third parties will be strictly monitored. Unauthorized disclosure or use of information or records associated with these third party agreements is prohibited.

6.3 Respecting the Intellectual Property Rights of Others

SCM employees may not reproduce, display, perform, or distribute any materials that are owned by, licensed to, or subject to the copyright of others without first obtaining the owner’s written permission or an appropriate license.

6.4 Protection of SCM’s Assets

SCM employees must protect the company’s assets from unauthorized or improper use.

6.5 Electronic Information Resources and Data Security

All SCM employees are required to adhere to the Electronic Media and Services Use policy. Employees are responsible for preserving the confidentiality, integrity, and availability of SCM’s electronic information resources and data. Electronic information resources and data must be protected from misuse, loss, and unauthorized access and disclosure. SCM’s electronic information resources are the property of the company, to be used primarily for business purposes, and not for personal benefit or that of others. Communications conducted using SCM’s electronic information systems and equipment are not considered private to an employee.

6.6 Physical Property

SCM’s physical property such as vehicles, cell phones, supplies, and office facilities must be protected from loss, misuse, or damage. The use and reproduction of articles, books, and video recordings must be consistent with intellectual property laws.

6.7 Responsible Financial Management

Employees must be cost-conscious when spending SCM’s funds and when incurring business expenses. Business travel must be conducted and other reimbursable business expenses must be incurred consistent with applicable SCM guidelines.

6.8 Information Retention

Employees are responsible for managing SCM information, whether paper or electronic, in accordance with information retention procedures and guidelines.