Code of Business Conduct and Ethics

Code of Business Conduct and Ethics

At Badger Daylighting Ltd. (referred to herein as the “Corporation” and collectively with its subsidiaries referred to herein as “Badger”) we expect Badger’s employees, contractors, consultants, officers and directors (collectively referred to herein as the “Employees”) will comply with Badger’s company values.Badger’s company values are:

  1. Respect people and cultural differences
  2. Honest and open communications
  3. Be professional in everything we do
  4. Accept individual responsibility
  5. Have an action orientation

As a company, we value honesty, high ethical standards and compliance with laws, rules and regulations.

The following provides guidance on the application of these principles:

Adoption
This Code of Business Conduct and Ethics has been adopted by the Board of Directors (the “Board”) of Badger.

Application
This Code of Business Conduct and Ethics applies to all Employees (as defined above).

Compliance with laws, rules and regulations

Accounting Requirements
Badger and its Employees shall follow the accepted rules and controls required by the securities commission in each jurisdiction in which the Corporation is a reporting issuer and any stock exchange on which the Corporation’s securities, including but not limited to its common shares, are listed. Further, the Corporation’s financial statements shall be prepared in accordance with Canadian generally accepted accounting principles. For additional information on these rules and controls, contact Badger’s Chief Financial Officer.

Equal Employment Opportunity and Discrimination Laws
It continues to be the practice of Badger to employ positive business and personnel practices designed to ensure the full realization of equal employment opportunity. Further, we expect all Employees to accomplish their work in a businesslike manner with a concern for the well-being of their co-workers. Harassment of any employee by any other employee is prohibited, regardless of their working relationship. Any employee who experiences harassment should bring it to the attention of his/her supervisor or branch manager. If the employee is not satisfied that the matter has been appropriately addressed, the employee should feel free to contact the President of Badger.

Securities Laws
All Employees are prohibited from transacting in the Corporation’s securities, including but not limited to its common shares, for themselves, family members, friends or any other person, while in the possession of material, non-public (inside) information concerning Badger. In addition, such persons must not give inside information to anyone. Inside information is information that Badger has not made public about any Badger activities, such as earnings estimates, the commencement or outcome of litigation, mergers and acquisitions, or any other information that could affect Badger’s fortunes and therefore the price of the units. For more detailed information, please refer to Badger’s “Insider Trading Policy”, available from Badger’s Chief Financial Officer.

Antitrust/Competition Laws
We do not discuss our prices with our competitors. We do not enter into illegal agreements or engage in illegal practices in restraint of trade. For additional information on antitrust/competition laws, contact the President of Badger.

Health and Safety
Badger seeks to provide a clean, safe and healthy place to work. All Employees are expected to observe all safety rules and practices and to follow instructions concerning safe work practices.

Record Keeping and Reporting of Information
All records and reported information must be accurate, complete, honest and timely. Badger’s assets are safeguarded, regulatory requirements are met and Badger’s resources are used appropriately. Employees are expected to be familiar with and follow the internal controls adopted by Badger.

Protecting Badger’s Assets
In the course of their work, Employees are given access to Badger’s assets. Proper use and protection of those assets keeps costs down and improves financial results. It is the responsibility of all Employees to ensure the proper use and protection of any Badger assets provided to them. All Badger assets must be used only for legitimate business purposes. All Employees are responsible for the proper use and security of Badger property entrusted to them. Employees should ensure that all Badger property is properly maintained and remains in good condition.

Conflicts of Interest
Every Employee is expected to make decisions in the best interest of Badger and not for personal gain. A conflict of interest can arise when an Employee takes action or has a personal interest that may make it difficult to perform his or her work for Badger objectively and effectively. This may include outside business interests, outside employment, outside investments and business relationships with friends or relatives that could cause a conflict of interest. Employees should report potential conflicts of interest and are prohibited from taking for themselves personally opportunities that are discovered or may be available through the use of Badger’s property, information or position. Employees are prohibited from accepting meals, entertainment, travel, gratuities, merchandise or promotional material that could influence objectivity in making business decisions. A director of Badger who is not also an employee of Badger is required to resolve existing or potential conflicts of interest of that director in accordance with the provisions set out in the Business Corporations Act (Alberta),

Fair Dealing
Employees should endeavor to deal fairly with Badger’s customers and suppliers and each other. No one should take unfair advantage of anyone else through manipulation or misrepresentation of material facts.

Quality
Products and services that meet our quality standards are essential to our success. Everyone in Badger is responsible for product and service quality and must be committed to ensuring the effectiveness of the Quality Management System. For more information on Badger’s Quality Principles, please see your supervisor.

Protection and Proper Use of Badger’s Assets
All Employees should protect Badger’s assets and ensure their efficient use.

Confidentiality/Privacy Policy
Employees should maintain the confidentiality of information entrusted to them by Badger, its customers, and its vendors and suppliers, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information.Further, Employees should ensure compliance with Badger’s “Privacy Policy” as such may be amended from time to time.

Encouraging the Reporting of any Illegal or Unethical Behavior
Many areas of the law, such as securities and competition/antitrust, are very complicated. Badger encourages Employees to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation. Additionally, Employees should report violations of laws, rules, regulations or the Code of Business Conduct and Ethics to the President of Badger or an ombudsman appointed for this purpose. There will be no retaliation against anyone who presents this type of information in good faith.

Disclosure of Gifts to Employees
Employees will notify and receive permission from the Board before accepting any gift, trip, etc. of value over $500. The gift, trip, etc. would not be prohibited if deemed to be a benefit to the Employee and Badger.

Not all Situations Covered
This Code of Business Conduct and Ethics does not encompass all situations that may arise. Employees are encouraged to use their judgment and common sense or consult senior management of Badger in situations in which they are unsure of the best course of action.

Waiver of the Code of Business Conduct and Ethics
There will be no waivers to the Code of Business Conduct and Ethics.

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