CIM Governance policies Feb 2015 by CIM-ICM Publications

Canadian Institute of Mining, Metallurgy and Petroleum (CIM)

Governance Policies

1 CIM Governance Policies

February 3, 2015

INTRODUCTION Background The Canadian Institute of Mining, Metallurgy and Petroleum was incorporated by an Act of the Parliament of Canada in 1898 as the Canadian Mining Institute. By further Acts of Parliament, it became the Canadian Institute of Mining and Metallurgy in 1920, and the Canadian Institute of Mining, Metallurgy and Petroleum in 1990. The Mining Society of Nova Scotia, originally established as the Gold Miners Club in 1887, is affiliated with the Institute.

The Canadian Institute of Mining, Metallurgy and Petroleum was the result of individuals in the mining industry seeking a vehicle for lobbying for safety laws and workers' protection, as well as a method of ensuring the communication of ideas. The Canadian Mining Institute was initially chartered to: 1. “Promote the arts and sciences connected with the economical production of valuable minerals and metals, by means of meeting for the reading and discussion of technical papers, and the subsequent distribution of such information as may be gained through the medium of publications; 2. Establish a central reference library and a headquarters; 3. Take concerted action upon such matters as affect the mining and metallurgical industries of the Dominion of Canada; 4. To encourage and promote these industries by all lawful and honourable means.”

CIM has maintained three main objectives over time, and continues to focus on these:  Facilitation of exchange of knowledge and technology  Fraternity  Recognition of excellence

Overview of CIM Organizational Structure The work of the CIM is primarily carried on through such branches, districts and societies in Canada as it may from time to time charter or international branches with which it may enter

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agreements. The Executive Director and staff located at the National office support the business or organizational units in their work. Appendix E contains organizational charts. The work of the CIM is primarily carried on through such branches, districts and societies. Branches in Canada are established under the CIM charter. The Executive Director and staff located at the National office support the business units or organizational units of CIM in their work. Branches in the International District are established as separate legal entities in the country or jurisdiction in which they are headquartered and are responsible for management of their own affairs. Appendix E contains organizational charts. Districts, Branches and Societies are created from time to time to meet the needs of members in any particular district, location or profession. These business or organizational units shall be governed by regulations as determined by Council. The purpose of the branch structure within districts is undertaking the CIM mission at the local level where Branches are able to address issues that may be specific to their location. The CIM Council will consider those issues that cross business or organizational units. A society reaches broadly across the membership with a specific focus on a particular profession or part of the industry. A society may have dedicated staff and facilities to manage their activities. Business units may from time to time hold conferences or symposiums that focus on topical issues in their respective fields and mandate. CIM may, through a negotiated Memorandum of Understanding (MOU), enter an agreement with any society or branch outside Canada to establish a clear understanding with respect to unique aspects of the relationship with that society that fall outside these general policies or require exceptions to these polices. Such MOU’s will require the approval of the CIM Council and the Executive of that society. International branches will require specific corporate structures and operating MOUs with CIM. (Appendix D outlines criteria for the establishment of international branches.) The increasing globalization of trade and international operation of businesses in which CIM members are engaged has created new risks for breach of evolving competition laws in Canada and other jurisdictions. CIM has developed a ‘Competition Law Compliance Guide’ (the Guide – Appendix C) to ensure that members conduct themselves with the highest ethical standards to ensure compliance with these laws. Globalization has further developed opportunities for CIM growth by entering agreements for establishment of branches outside Canada. CIM may, under the umbrella of its ‘International District’ enter individual agreements (MOU’s) with organizations that share the same general objectives in other countries, consistent with CIM’s anti-trust and competition policies. CIM policies and guidelines for the start-up, operation and termination of these branches are outlined in Appendix D, International Branch Policy guide.

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Authority and Application of Policies The Governing Council (Council) of the Canadian Institute of Mining (CIM), under the authority of By-law # 1, establishes these governance policies. The provisions of the by-law shall take precedence in the event that there is any conflict between these policies and the by-law. References to “he” or “she” in the policies of CIM shall refer to either gender. CIM and all its units shall be governed and managed within the general framework of the following values, vision, mission; sections 5.2 (Financial), 5.3 (Human Resources) and 5.6 (Representation) and 5.8 (Complaints Review) of these policies; and the Code of Business Conduct as presented here. Values We Value: 

Respect for the dignity and worth of all individuals within all manifestations of their cultural and linguistic diversity

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The right to privacy and confidentiality

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Commitment to the highest standards of ethics, professional development and professional practice in the mining, metallurgy and petroleum industries

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The contributions that our industries make to society

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Development of sustainable industries in a sustainable environment

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Sharing of knowledge with respect to best industry or professional practices, subject to respecting commercial or professional proprietary information and trade secrets

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Trust, integrity, collegiality and fellowship in the conduct of business, professional and personal relationships



Acknowledgment of outstanding achievements

Vision The highest standards of ethics and professional practice will be applied in the mining, metallurgy, materials and oil sands industries in pursuit of sustainable success. Mission CIM provides leadership in the mining, metallurgy, materials and oil sands industries by promoting technical excellence and professional practice through programs of member education, professional development, knowledge sharing, business networking and fellowship, and public information.

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TABLE OF CONTENTS

INTRODUCTION .................................................................................................................... 2 Background................................................................................................................................................ 2 Overview of CIM Organizational Structure ............................................................................................... 2 Authority and Application of Policies ........................................................................................................ 4 Values ........................................................................................................................................................ 4 Vision ......................................................................................................................................................... 4 Mission ...................................................................................................................................................... 4

OVERVIEW of Governance Policies ..................................................................................... 10 Governance: The Primary Focus of the Governing Council..................................................................... 10

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COUNCIL STRUCTURE and GENERAL DUTIES ................................................... 10 1.1

Council Structure .......................................................................................................................... 10

1.2

General Responsibilities of the Council as a Governing Body ...................................................... 11

1.3

Authority and Accountability........................................................................................................ 11

1.4

Essential Governance Tasks of the Council .................................................................................. 12

1.5

Director’s Duties – Responsibilities of Individual Council Members ............................................ 14

1.5.1.

Duty of due diligence ............................................................................................................. 14

1.5.2

Duty of loyalty ....................................................................................................................... 14

1.5.3.

Duty of care ........................................................................................................................... 15

1.6

Code of Conduct ........................................................................................................................... 15

1.7

Confidentiality Policy .................................................................................................................... 15

1.8

Competition Law Compliance....................................................................................................... 17

1.9

Conflict of Interest Policy ............................................................................................................. 17

1.10

Disposition of Complaints and Disputes involving Directors .................................................... 18

ROLES OF THE OFFICERS ....................................................................................... 18 2.1

President....................................................................................................................................... 18

2.2

President-Elect ............................................................................................................................. 20

2.3

Incoming President-Elect.............................................................................................................. 20

2.4

Past President ............................................................................................................................... 20

2.5

Vice-Presidents ............................................................................................................................. 20

2.6

Secretary....................................................................................................................................... 20

2.7

Executive Director ........................................................................................................................ 21

ROLE OF COMMITTEES ........................................................................................... 21 3.1

Authority of Committees .............................................................................................................. 21

3.2

Composition ................................................................................................................................. 21

3.3

Function ........................................................................................................................................ 21

3.4

Relationship to Staff ..................................................................................................................... 22

3.5

Meetings ....................................................................................................................................... 23

3.6

Executive Committee ................................................................................................................... 23

3.7

Governance .................................................................................................................................. 25

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3.8

Audit and Risk Management Committee ..................................................................................... 27

STYLE OF GOVERNANCE ....................................................................................... 28

COUNCIL RESPONSIBILITIES ................................................................................. 29 5.1

Planning ........................................................................................................................................ 29

5.1.1

Strategic Plan......................................................................................................................... 30

5.1.2

Annual Operating Plan .......................................................................................................... 30

5.1.3

Planning Cycle ....................................................................................................................... 30

5.2

Financial Stewardship ................................................................................................................... 30

5.3

Human Resources Stewardship .................................................................................................... 31

5.4

Performance Monitoring and Accountability ............................................................................... 31

5.5

Risk Management ......................................................................................................................... 31

5.6

Representation ............................................................................................................................. 31

5.7

Management of Critical Transitional Phases or Events ................................................................ 32

5.8

Complaints Review ....................................................................................................................... 32

EXECUTIVE AUTHORITY ........................................................................................ 33 6.1

Delegation to the Executive Director (ED) ................................................................................... 33

6.2

Appointment of the ED................................................................................................................. 34

6.3

ED Performance Evaluation .......................................................................................................... 34

6.3.1

General .................................................................................................................................. 34

6.3.2

Procedure .............................................................................................................................. 35

6.4

ED Authority in Staff Recruitment and Management .................................................................. 35

6.5

Succession Planning...................................................................................................................... 36

COUNCIL DEVELOPMENT ...................................................................................... 37 7.1

Recruitment and Screening of New Council Members ................................................................ 37

7.2

Orientation of New Members ...................................................................................................... 37

COUNCIL MANAGEMENT ....................................................................................... 38 8.1

Meetings ....................................................................................................................................... 38

8.2

Attendance ................................................................................................................................... 38

8.3

Council Work Plan/ Objectives ..................................................................................................... 39

8.4

Council Self-Evaluation ................................................................................................................. 39

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8.5

Conflict Resolution ....................................................................................................................... 39

8.6

Council Member and Staff Expenses ............................................................................................ 39

COUNCIL DECISION-MAKING ............................................................................... 40 9.1

Decision-Making Process .............................................................................................................. 40

9.2

In Camera Meetings ..................................................................................................................... 40

10.

DISSOLUTION OF THE ORGANIZATION .............................................................. 41

APPENDIX A – EXECUTIVE DIRECTOR JOB DESCRIPTION ...................................... 42 APPENDIX B – CIM CODE OF BUSINESS CONDUCT ................................................... 46 Overview ................................................................................................................................................. 46 SECTION A – CONFLICT OF INTEREST ...................................................................................................... 47 1.

Definition of Conflict of Interest ............................................................................................ 47

Additional Tests for Conflict of Interest ............................................................................... 48

Principles for Dealing With Conflict of Interest .................................................................. 49

SECTION B – GIFTS AND ENTERTAINMENT ............................................................................................. 51 SECTION C – PERSONAL GAIN ................................................................................................................. 51 SECTION D – DEALINGS WITH DOMESTIC PUBLIC OFFICIALS.................................................................. 52 SECTION E – DEALINGS WITH FOREIGN PUBLIC OFFICIALS ..................................................................... 52 SECTION F – POLITICAL ACTIVITIES AND CONTRIBUTIONS ..................................................................... 52 SECTION G – INSIDE INFORMATION ........................................................................................................ 53 SECTION H – DISCLOSURE OF CONFIDENTIAL INFORMATION ................................................................ 53 SECTION I – PROTECTION OF FUNDS AND ASSETS .................................................................................. 53 SECTION J – RECORD KEEPING ................................................................................................................ 54 SECTION K – DISCRIMINATION-FREE WORK ENVIRONMENT.................................................................. 54 SECTION L – PROTECTION OF PERSONAL INFORMATION ....................................................................... 55 SECTION M – HEALTH AND SAFETY ......................................................................................................... 55 SECTION N – COMPUTING TECHNOLOGY ............................................................................................ 55 SECTION O – IMPROPER INFLUENCE ON CONDUCT OF AUDITS ............................................................. 56 SECTION P – COMPLAINTS REPORTING................................................................................................... 56 SECTION Q – DISTRIBUTION OF THE CODE ............................................................................................. 57

APPENDIX C – COMPETITION LAW COMPLIANCE GUIDE ....................................... 58 CIM Governance Policies

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Background.............................................................................................................................................. 58 Overview of Applicable Competition Laws ............................................................................................. 58 Enforcement and Penalties ..................................................................................................................... 59 Competition Law Compliance Do’s and Don’ts ....................................................................................... 60 DO NOT ................................................................................................................................................ 60 DO ........................................................................................................................................................ 60 Schedule A – Code of Conduct and Competition Law Compliance Undertaking .................................... 61 Schedule B – CONFLICT OF INTEREST DISCLOSURE................................................................................. 64

APPENDIX D – GUIDELINES FOR ESTABLISHING AN INTERNATIONAL BRANCH64 APPENDIX E – CIM ORGANIZATIONAL CHARTS ........................................................ 65

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OVERVIEW of Governance Policies These governance policies formalize the roles and responsibilities of the Governing Council of CIM, its officers and committees; the manner in which the Council exercises its authority in the fulfilment of its responsibilities; the responsibilities and authority of its Executive Director (ED); the relationship between the council and its ED; and, the general principles that will guide its governance practices.

These governance policies, including the Code of Business Conduct, are intended to generally guide the governance and conduct of business for all units of CIM (the National office, Societies, Districts and Branches). Governance: The Primary Focus of the Governing Council Governance, as defined here, is â&#x20AC;&#x153;the structures, processes and traditions that support the exercise of legitimate authority in providing sound leadership, strategic direction, oversight and control, in order to ensure that the organizationâ&#x20AC;&#x2122;s purpose is achieved and that there is a proper accounting for the manner in which its business is conducted, the efficient use of its resources, and the results of its activities.â&#x20AC;? The primary focus of the Governing Council will be on establishing general direction and strategic goals and objectives, monitoring and auditing results. It will establish clear values, vision and mission through its strategic planning, ensure that the business of the organization is conducted in an ethical manner, that resources are used efficiently, that realistic goals and objectives are established and achieved, and that a full accounting for performance is provided to key stakeholders.

COUNCIL STRUCTURE and GENERAL DUTIES

The structure and mandate of the CIM are defined by the legislation under which it is incorporated, other legislation related to its operations, the letters patent, the by-law, and these governance policies approved by resolution of the Council under the authority of the by-law.

1.1

Council Structure

The by-law specifies the number and terms of office of directors and eligibility for office. The Council is comprised of the following: Past President, incumbent President, President-Elect, Incoming President-elect, Vice-Presidents elected by the Districts, Chairs or designates of the duly constituted Technical Divisions or Societies, and the Audit & Risk Management Chair. The officers of the organization are those defined in the by-law.

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The following standing committees of the Council are established by these policies: Executive; Governance; Audit & Risk Management. A Council resolution defining terms of reference for committee membership, terms of appointment, mandate and procedures is required for all committees. The Council Chair (voting) and ED (non-voting) shall be ex-officio members of all committees. Other committees, ad hoc task forces or working groups may, from time to time, be established by the Council to carry out certain tasks or make recommendations to the Council on specific issues. Ad hoc working groups will be automatically disbanded when the task is completed, no longer relevant, or consequent to a Council motion, or to a sunset clause in the original motion establishing the working group or committee.

1.2

General Responsibilities of the Council as a Governing Body

The Council's job is to govern the affairs of the organization within the framework of relevant legislation, and standards. The Council, representative of CIM's membership, is the legally incorporated entity with the authority and responsibility for: i.

Safeguarding the organizational mission and ensuring the viability and stability of the organization;

ii.

Establishing its values, direction and objectives;

iii.

Securing input of key stakeholders to strategic direction;

iv.

Fulfilling its fiduciary obligations to serve the interests of its members;

Ensuring that it has adequate information to monitor major areas of ED and organizational performance;

vi.

Ensuring the proper and prudent management of the organization;

vii.

Ensuring the achievement of the organization's mission;

viii.

Accounting to its members and other key stakeholders for the performance of the organization; and,

ix.

Ensuring systematic linkage with other organizations engaged in the pursuit of similar or related objectives, and with other key stakeholders.

1.3

Authority and Accountability

The Council, as a whole, has general and specific responsibilities to the organizationâ&#x20AC;&#x2122;s membership and those sponsors who provide funds for the operation of the organization. The Council is also accountable, in a more general sense, to exercise good stewardship of the organization on behalf of the trust placed in it by the general public, consumers, staff, volunteers and other stakeholders.

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Individual members of the Council (directors) are elected under the authority of the by-law and are responsible to the members of the organization. The Canada Corporations Act obligates all directors to act in the overall best interests of the organization.

Individual directors have no authority to act or give direction individually other than in such manner as may be approved in these policies or by resolution of the Council. The Council may delegate authority to an individual director or officer or the ED. However the Council retains ultimate responsibility and accountability for all aspects of the organization’s affairs and the conduct of its business.

The Council will account to CIM’s members and other key stakeholders through annual and periodic reports on its activities and finances, annual audited financial statements, minutes of Council meetings (except in-camera portions), receiving representations from and consulting with key stakeholders and generally operating in an open and transparent manner.

1.4

Essential Governance Tasks of the Council

The Council may carry out its duties directly or establish certain committees to assist in its work. However, the Council itself retains ultimate authority and accountability for the work of its committees and for overseeing and coordinating their efforts. These responsibilities fall generally within eight major categories: Mission and Planning; Financial Stewardship; Human Resources Stewardship; Performance Monitoring and Accountability; Risk Management; Community Representation and Advocacy; Management of Critical Events and Transitional Phases; and, Complaints Processes. These, more specifically, are to:



Define and/or safeguard the mission, the values framework and operating principles within which it expects the organization to be administered, and to review and update these periodically to ensure that they remain current and responsive to member needs;

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Govern the organization through broad policies and planned objectives approved by the Council, formulated with the ED and staff, and reviewed periodically;



Oversee development and approval of a longer-term organizational plan or strategic priorities and develop or approve annual budgets and operating plans;



Approve, with advice of the ED, major changes to the organizational structure and programs of the organization;



Solicit input from key stakeholders to the strategic priorities of the organization;

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

Select and support an ED to whom the responsibility for management and administration of the organization is delegated;



Provide advice and act as a resource and sounding board for the ED;



Regularly review and evaluate the performance and compensation of the ED on the basis of a specific job description and negotiated performance objectives;



Monitor performance of the organization overall in relation to achievement of its mission, strategic goals and objectives;



Maintain sufficient independence from management and adequate knowledge about the organization to ensure that the Council can make reasonably objective judgements about the reliability and validity of management reports on finances and general operations;



Seek or secure sufficient resources for the organization to adequately finance its operational and capital requirements;

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Account to members, other financial contributors and key stakeholders for the services of the organization and expenditure of funds;

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Ensure prudent and proper management of the organization’s resources;



Anticipate, mitigate and ensure proper management of risks to the organization, its staff, Council members and volunteers;



Establish the general values framework within which the organization’s human resources will be managed and periodically monitor key human resource performance indicators;



Approve and periodically review personnel policies within which human resources will be managed;



Approve a mandate within which pay and benefits agreements with staff are to be negotiated;

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Regularly review the organization’s services to ensure that they are consistent with the purpose of the organization and that its programs are effective and relevant to members’ needs;

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Provide continuity/stability for the organization and preserve the corporate memory;

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Represent the organization and its programs positively to key stakeholders and the public…Be a good ambassador;

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Serve as an advocate for services of good quality; and

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Ensure fair arbitration of complaints about services, products or work processes and conditions, through a formal complaints procedure.

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1.5 Director’s Duties – Responsibilities of Individual Council Members Individual Council members have no authority to act independently of the Council except insofar as the by-law or the Council, by resolution, specifically mandates. This means, among other things, that an individual Council member cannot provide direction to the ED or staff. The only legal authority to provide direction or require information is vested in the full Council. Nevertheless, periodic informal communication between board members and the ED between formal meetings is encouraged for the purpose of ensuring a free flow of information, understanding of issues and maintenance of constructive working relationships.

Each Council member is expected to become an active participant in a body that functions effectively as a whole. In addition to assisting in the fulfilment of the essential governance tasks of the Council outlined in Part 1.4 of these policies, members are responsible to exercise due diligence, loyalty and care in the performance of their duties. Each Council member is responsible to exercise these duties as follows:

1.5.1. Duty of due diligence 

Be informed of the legislation under which the organization is incorporated, relevant jurisprudence, the organization’s bylaws, values, vision, mission, code of conduct, and policies as they pertain to the duties of a director.



Keep generally informed about the activities of the organization, the external factors that affect the organization, and general trends in the business in which the organization operates.

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Seek as much sound information as feasible about an issue before making a decision on a matter, including perspectives of, and potential impact on, CIM business units.



Prepare diligently for and attend Council meetings regularly, serve on committees of the Council and contribute from personal, professional and life experience to the work of the Council.

1.5.2 Duty of loyalty 

Act with honesty and in good faith in what the director reasonably believes to be the best interests of CIM. If a Director is of the view that he/she is unable to do this without compromising the interests of the constituent Society, Branch or District that he/she represents, then this will be properly recorded in the minutes and the conflict of interest (1.9) and conflict resolution (8.5) provisions of these policies will apply.

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

Maintain solidarity with fellow directors in support of a decision that has been made in good faith, in a legally constituted meeting, by directors in reasonably full possession of the facts.



Exercise vigilance for and declare any apparent or real personal conflict of interest in accordance with the organization's bylaws and policies and statutory requirements.

1.5.3. Duty of care 

Exercise the same degree of care, diligence and skill that a reasonably prudent person would show in comparable circumstances.



Offer personal and constituent perspectives and opinions on issues that are the subject of Council discussion and decision. Present both facts and perceptions on behalf of constituent Branches, Societies and Districts.



Voice, clearly and explicitly, at the time a decision is being taken, any opposition to a decision being considered by the Council.



Ask for a review of a decision, if the director has reasonable grounds to believe that the Council acted without full information or in a manner inconsistent with its fiduciary obligations; if still not satisfied after such review, ask that the matter be placed before the membership.



Work cooperatively with the staff of the organization on committees or task forces of the Council.



Know and respect the distinction in the roles of Council and staff consistent with the principles underlying approved governance policies.

1.6

Code of Conduct

The Council and individual Directors make a vital contribution to the success of the organization. The Code of Conduct is a succinct statement of essential principles intended to govern the conduct of the Council and staff of the organization. It encourages the development of a spirit of collective decision-making, shared objectives and shared ownership of and respect for Council decisions. It outlines the serious commitment that Directors undertake when they join the Council. Directors and staff are are expected to comply with the prescribed Code of Business Conduct (Appendix B) and are required to sign the Code of Conduct Undertaking (Schedule A) upon assuming office.

1.7

Confidentiality Policy

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Respect for confidentiality is the cornerstone of trust and confidence. Council members, staff and volunteers must at all times respect the confidentiality of information obtained during the course of their service. Similarly, all matters dealt with by the Council during in-camera meetings and matters related to personnel must be held in strictest confidence. Confidentiality means Directors may not relate such matters to anyone including immediate family members. The duty of confidentiality continues indefinitely after a Director has left the Council, or a staff or volunteer has left the employ of the organization.

Members and employees trust Council members to protect the confidentiality and accuracy of their personal information and to respect the sensitivity of corporate information and records, the disclosure of which could have a harmful impact on their personal or professional lives or corporate operations. This policy more specifically provides that:

1. Council members, employees and agents shall not divulge any confidential information to any person unless expressly authorized by the organization or required by law to do so. This obligation continues indefinitely, even when no longer employed by or in the service of the organization. 2. Confidential information includes personal information about a Council member, member, employee, supplier or customer; and, sensitive corporate information, such as Council deliberations, proprietary, technical, business and/or financial information. 3. Council members, employees and agents are expected to exercise due diligence in the protection of confidential information. This includes, but is not limited to, such physical measures as the locking of file cabinets, the securing of personal computer databases, password protecting mobile devices and appropriately shredding confidential documents. 4. Paper files and documents shall not be removed from CIM offices unless expressly and properly authorized, recorded and signed out for a specified time and purpose. 5. When remotely accessing corporate systems, a Council member or employee must do so from a secure environment using his or her own computer or one supplied by the organization. A Council member or employee must not access corporate information from publicly accessible systems, such as an Internet cafĂŠ or a friend or relativeâ&#x20AC;&#x2122;s computer, since confidential material may inadvertently remain on the outside system after such access. 6. Council members and employees or agents may not use confidential corporate information for their own benefit or for the benefit of family or other close personal or professional associates.

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7. No Council member, employee, agent or volunteer shall create or participate in the creation of a false or misleading record.

Council members, staff, and agents of the CIM undertake to comply with this policy upon taking office and signing the Code of Conduct Undertaking.

1.8

Competition Law Compliance

Trade associations like CIM provide a forum where competitors collaborate on association activities and are therefore exposed to greater risks of anti-competitive conduct. CIM has developed strict codes of ethics and conduct to protect itself and its members from being used as a conduit for illegal activities. The CIM ‘Competiton Law Compliance Guide’, established as an important part of the CIM ‘Code of Business Conduct’, is intended to allow its members to fully benefit from the association’s activities while reducing the potential for inadvertent contraventions of competition laws.

1.9

Conflict of Interest Policy

A conflict of interest may arise between the personal/private interests of a Director and CIM or the interests of a CIM business unit and the national organization, as defined in the Appendix B – Code of Business Conduct, Section A – Conflict of Interest Policy.

Members of the Council shall act at all times in the best interests of the organization rather than particular interests or constituencies. This means setting aside personal self-interest or the interests of their constituent Society, Branch or District and performing their duties in transaction of the affairs of CIM in such a manner that promotes public confidence and trust in the integrity, objectivity and impartiality of the Council.

If a Director is of the view that the best interests of CIM are materially at odds with the interests of the constituent Society, Branch or District which he/she represents, then this will be properly recorded in the minutes and the conflict of interest (Appendix B, Section A) and conflict resolution (8.5) provisions of these policies will come into play.

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1.10 Disposition of Complaints and Disputes involving Directors a) The Executive Committee, in a meeting duly called for the purpose, shall review any complaints that a director has violated any provision of the Organization's By-law, Governance Policies, Code of Conduct or Conflict of Interest Policy. b) The Executive Committee shall similarly review disputes between members of the Council that may impair the ability of the Council to carry on its business. c) Complaints of a grave nature may be referred to an independent arbiter. d) Allegations of illegal activity shall be immediately referred to police, or other appropriate authorities for investigation. Any director against whom such allegations are made shall be deemed to immediately be on a leave of absence from the Council pending completion of the investigation. e) Any Council member against whom specific allegations or complaints have been made will be notified in writing, except where such complaints relate to potential criminal behaviour and have been referred for police investigation. The director may respond in confidence to the President of the Council or independent arbitrator, as applicable. f) The review of such complaints or disputes shall include an opportunity for the members concerned to represent their positions. Executive Committee members who originate or are the subject of such complaints or disputes must declare their conflict and absent themselves from such meetings. g) Every attempt shall be made to resolve such matters expeditiously and fairly. h) The recommendations regarding resolution of such matters shall be brought to the Council for approval. i) The ruling of the Council shall be final. Should the member refuse to abide by the ruling the Council may table the matter pending determination of disciplinary action. Such action may include formal or informal censure by the President or the Council, suspension, or a request for the memberâ&#x20AC;&#x2122;s resignation.

ROLES OF THE OFFICERS

Officers are in the service of the Council. Individual officers may not act in place of the Council except when acting together as an Executive Committee in accordance with the by-law. The Council may, by policy or general resolution, delegate certain responsibilities to its officers but retains ultimate responsibility and accountability for the responsibilities so delegated.

2.1

President

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The role of the President is to ensure integrity in the manner in which the Council and its members attend to the business of the Organization. The President is the only Council member authorized to speak for the Organization, unless this is specifically delegated to another Council member.

a) The President presides as the ‘manager’ of the Council’s activities, ensuring that the Council and its members follow Council rules or polices and those obligations legitimately imposed by statute or regulation. Since most of the work of the Council will be done during regularly scheduled Council meetings, the President is responsible for ensuring that the Council’s work is conducted efficiently and effectively. The President has no authority to make decisions outside the by-law or the parameters of policies created by resolution of the Council. b) The President will set the agendas for meetings of the Council with input from the members of the Council and with the assistance of the ED and ensure that its meetings are focused on matters of Council responsibility. c) The President is responsible for promoting the development of a Council work plan, complementary to the strategic priorities and operational plan of the organization, and ensuring that the Council’s work and power are fairly distributed among Council members d) The President will plan the conduct and timing of Council meetings in conjunction with the ED and will preside at meetings of the Council, Executive Committee and membership. e) The President will ensure that the Council is properly informed about the operations of the Organization, has the information and opportunity necessary to come to decisions on matters within its purview, and that decision-making is transparent. f) The President, without undermining the ED’s accountability to the full Council, will be the Council's primary liaison with the ED, who is responsible for the execution of Council policies and directives, and for determining the means and management processes necessary to achieve the corporate objectives. g) The President will strive to ensure that the Council works effectively as a team and that areas of overlap between Council, management and staff responsibilities are managed constructively. h) The President is responsible to ensure that conflict of interest issues and other conflicts or disputes are addressed sensitively and resolved constructively. i) The President is responsible to ensure that Council and director self-assessments are conducted and that Council members who fail to meet expectations are gracefully retired. j) The President, with the support and cooperation of the Council, is responsible for ensuring adequate communications and accountability to members and other key stakeholders. k) The President will act as public and media spokesperson for the Council and CIM as required subject to the provisions of clause 5.6 of these policies.

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2.2

President-Elect

In addition to assuming the duties of the President during his/her absence, the President-Elect shall perform other duties prescribed from time to time by the Council, coincident to the office. The President-Elect will normally accede to the position of President as that position becomes vacant.

2.3

Incoming President-Elect

In addition to assuming the duties of the President-Elect during his/her absence, the Incoming President-Elect shall perform other duties prescribed from time to time by the Council, coincident to the office. The Incoming President-Elect will normally accede to the position of President-elect as that position becomes vacant.

2.4

Past President

The Past President will normally chair the Governance Committee, generally oversee the work of the committee, and perform such other duties as may from time to time be assigned by the Council.

2.5

Vice-Presidents

Two District Vice-Presidents and two Society Representatives serving their second year on the Governing Council and the Vice-President of the International District shall be officers of CIM and members of the Executive Committee.

2.6

Secretary

The Secretary, who need not be a member of the Council, shall ensure that all secretarial functions are performed for the Council and Executive Committee, and that records are kept of all proceedings and transactions. The Secretary is the official custodian of the corporate seal and of all official books, papers, records, documents and correspondence of the organization. S/He shall: 

Oversee the keeping of records of meetings, policies, membership and any other records required by law.



Ensure that minutes are taken at all regular and special meetings of the Council and its committees.



Ensure that copies of minutes and agendas are circulated to Council members prior to each meeting.

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ď&#x201A;ˇ

Maintain, or ensure the maintenance of, the files and records of the organization to be passed on to future officers and ensure the security and confidentiality of all such files and records.

2.7

Executive Director

The Executive Director of CIM shall be responsible for the execution/implementation of Council directives and the general management and administration of the affairs of the organization pursuant to the provisions of the description of responsibilities contained in Appendix A of these policies.

ROLE OF COMMITTEES

Committees play a vital role, assisting the Council in carrying out its duties. Greater detail on the authority, structure and functions of standing committees is provided in the following subclauses of Part 3.

3.1

Authority of Committees

Committees have an advisory function to the Council. They do not speak or act for the Council unless such authority is formally delegated, is time-limited, and is for specific purposes. They do not have any authority to direct staff although they may, through the Council, ask the ED to allocate resources in support of committee activities. The Council appoints committee members annually for one-year terms. The committee chair may, in consultation with the Council, appoint a member of the committee as a lead director for a specific area of the committeeâ&#x20AC;&#x2122;s responsibility.

3.2

Composition

A member of the Council shall chair all standing or ad hoc committees. A person who is not a member of the Council may chair committees that are strictly advisory to the Council. The composition of committees shall be representative of the Council and, where feasible and appropriate, staff and members of the membership or the industry at large. This is intended as an effective way to add expertise, involve more of the membership in the work of the Organization and bring to the Organization a reflection of membership or industry opinion. It shall also serve as a means of recruiting, orienting and screening prospective candidates for the Council. The President (voting) of the Organization and ED (non-voting) are ex-officio members of all standing committees and may be members of ad hoc committees or task forces as prescribed by resolution of the Council.

3.3

Function

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A committee's function is to bring the experience, expertise and judgment of a group of interested and informed persons to bear on a specific area of the organization's responsibility. Its job is to assist the Council by considering matters referred to it in greater depth than would be possible by the whole Council. Committees identify and isolate the key issues requiring Council consideration or corporate attention, propose alternative actions, present the implications and make recommendations to the Council for decision.

The Council will not review the matter in the same detail as the committee, but must be satisfied that all pertinent information was considered or refer the issue back to the committee for further study. The Council will consider the recommendations of the committee and adopt or amend these recommendations or make such other disposition, as it deems advisable.

3.4

Relationship to Staff

Council and staff work co-operatively to carry out the objectives of the Organization. The Council relies upon the ability, training, expertise and experience of staff to plan for and provide services or programs within the organization’s mandate. Committee and Council meetings are the generally recognized avenues for Council and staff to think and plan together. The attendance of the ED, or designate, at all committee meetings as a resource and staff support is essential to the effective work of the committees. Committees may advise the Council or the ED but do not exercise authority over staff, and will ordinarily have no direct dealing with administrative operations. Committee members must know and respect the distinction between Council and staff responsibilities. Communications between Council members and headquarters staff shall normally be through the ED as they relate to: 

Any assignments or directives;



Requests for organizational resources or staff time;



Staff performance concerns or policy infractions;



Concerns regarding any aspect of programs, services or administration.

Council members and staff shall keep the ED informed (‘in the loop’) on all communications of a substantive nature related to these matters. The ED will provide general oversight and support to staff in other CIM business units in consultation and collaboration with the Executive of those units. The management of human resources in all business units will be consistent with the overall human resources policies and procedures of CIM. CIM may establish unique arrangements between societies and the governing body of CIM, such as those previously established with MetSoc and CMP, that more specifically outline the working

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relationships between national staff and staff of CIM business units. Further, all international branches are required to formalize their relationship with CIM through an MOU.

3.5

Meetings

Committee meetings are generally less formal than Council meetings but are subject to the same requirements for record keeping and may resort to more formal procedural rules if it appears necessary. They are typically held at the call of the committee chair or at times regularly scheduled by resolution of the committee or the Council.

3.6

Executive Committee

PURPOSE The Executive Committee possesses specific powers under the by-law to make decisions between Council meetings if necessitated by unusual circumstances. Such decisions are subject to ratification by the Council at its next meeting. The Executive Committee also has responsibility for the annual performance evaluation of the ED, for making recommendations to the Council with respect to his/her performance, continuing tenure and compensation; ensuring the development and implementation of generally accepted business practices related to human resources management within CIM headquarters, Societies, Districts and Branches; and for leading strategic planning. SPECIFIC TERMS OF REFERENCE A. Council Leadership 1. Conduct such transactions and business of an emergency nature, subject to the ratification of the Council, as may be necessary for the effective continued operation of the organization between regular Council meetings, and reporting such matters to the full Council at the next available opportunity. 2. Be informed and aware of the significant events in the general management of the organization, so as to be able to provide such advice and direction to the ED as may be necessary in the periods between Council meetings. 3. Develop and recommend an annual work plan for the Council. 4. Make recommendations to the Governance Committee as necessary with respect to the structure and functioning of the Council. 5. Lead the development of annual business plans and longer-term corporate/strategic plans. 6. Review and make recommendations to the Council with respect to complaints against Council members or any other extraordinary matters related to the code of conduct or conflicts of interest referred for its attention by Council committees, members, staff, or contractors. 7. The Council may from time to time assign such other duties, as it deems advisable.

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B. Human Resources 1. Negotiate with the ED annual performance objectives that are SMART (Specific, Measurable, Achievable, Relevant to the organizational mission and Time delimited) and recommend these for Council approval. 2. Complete an annual performance appraisal of the ED, seeking input from Council members and such others as approved by the Council, and report to the Council and ED, such comments and recommendations with respect to performance and compensation as deemed appropriate. 3. Annually review succession planning for the ED and senior management. 4. Ensure the development of comprehensive Human Resources policies related to management of staff and volunteer resources. Review these with management at least once every three years to ensure they are current with the needs of the organization, relevant statutes and reporting requirements (e.g. tax withholding, employment standards, worker health and safety, human rights, etc.). 5. Ensure that management has developed and implemented regular performance appraisal processes and fair grievance procedures for staff and service volunteers. 6. Ensure that management has developed appropriate systems for staff succession planning, job replacement, and job rotation or cross training. Monitor overall trends in performance of Human Resources (including staff, agents and volunteers) on factors such as worker’s compensation claims; absenteeism; grievances; workplace health and safety; staff development, recruitment , retention and compensation; and, performance of contractors. 7. Ensure periodic audits to assess compliance with approved Human Resource policies and legal requirements. 8. Advise the Council with respect to guidelines/directives to management for staff compensation and monitor compliance with such guidelines and directives. COMPOSITION The composition of the Executive Committee of CIM shall include:        

The CIM President The Immediate Past President The CIM Incoming President The CIM Incoming President Elect Two (2) District Vice-Presidents One (1 ) International District Vice-President Two (2) Society representatives The CIM Executive Director

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ď&#x201A;ˇ

The Audit and Risk Management Committee Chair

The District Vice-Presidents will be represented on the Executive Committee by Second Year Vice-Presidents: The District Vice-Presidents will nominate their two representatives by mutual agreement amongst themselves, and one Vice-President will rotate per Council annual term if possible. Societies will be represented on the Executive Committee by Second-Year (or more) Society Council Representatives: Society representatives on Council will nominate to the Executive Committee two of their members among those meeting this criteria by mutual agreement amongst themselves, and will rotate per council annual term if possible. All other Executive Committee members are appointed to the Executive Committee by virtue of their official CIM elected positions. The ED, who will attend all meetings of the Committee except for portions declared by the Chair to require in-camera deliberations, will provide staff support to this Committee.

3.7

Governance

PURPOSE The Governance Committee shall, pursuant to the by-law, be responsible to oversee the nomination and election of officers and directors and their orientation; evaluation of Council members and the Council itself; succession planning for the Council and its Committees; regular review and recommendations with respect to the by-law and the governance policies; auditing compliance with the by-law and governance policies; and to make recommendations to the Council with respect to these matters; review and ensure an effective complaint management process is in place and ensure appropriate actions have been taken to address complaints; and such other duties as the Council may from time to time assign. SPECIFIC DUTIES The Governance Committee shall with respect to: A. Governance: 1. Review bylaws annually to ensure that they are current and consistent with approved governance policies and actual practices. 2. Develop and recommend governance policies and amendments thereto as necessary.

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3. Review the structures and policies that govern the Council and its committees to ensure they are current and effective in achieving annual and long term goals of the Organization, and make recommendations to the Council regarding modifications to these that it deems advisable. 4. Conduct an annual compliance audit on selected governance policies to ensure that Council conduct and practices comply with approved policies. 5. Consult with Council members with respect to an annual work plan for this committee and develop such a plan for approval of the Council. 6. Supervise the conduct of an annual appraisal of the Councilâ&#x20AC;&#x2122;s performance measured against the Councilâ&#x20AC;&#x2122;s responsibilities and work plan (as developed by the Executive Committee), evaluate the performance and attendance of individual members and recommend any appropriate action to the Council. 7. Ensure that the affairs of CIM are conducted in a manner that conforms to generally accepted

business practices, fair employment, and professional practice standards. B. Nominations 1. Annually identify intentions of current Council members with respect to their continuing service on the Council to ensure timely succession planning for the Council and committees. 2. Identify the characteristics, qualifications and recruitment strategies required to fill immediate and prospective vacancies on the Council and its committees and communicate these to all members sufficiently in advance of branch, district, and society elections. 3. Identify potential candidates for election to the Council, in keeping with the criteria set by the By-law and by the Council. 4. Establish and oversee the work of Nominating Committees for the President-Elect and other officers pursuant to the by-law. 5. Prior to the Annual General Meeting, and in consultation with Council members, prepare a slate of officers and committees for presentation, as appropriate, to the Council (or membership at the Annual General Meeting) and ensure the appropriate conduct of elections or acclamations. 6. Arrange for orientation to the Organization of new members of the Council, including presentations by the Chair and the ED. 7. Identify and plan for the continuing education needs of current Council members. COMPOSITION The Governance Committee shall include no fewer than four members including the following: ď&#x201A;ˇ

Chair: Past President of the Council, if there is one (or another Director or Member if there is no Past President)

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  



Two Council members, who may be officers Council President (ex-officio) ED (ex-officio non-voting) Secretary (ex-officio non-voting, who will provide staff support to this Committee)

This committee may, upon approval of the Council, establish lead directors or working groups in one or more of areas of its responsibility to assist the committee in its work. It shall appoint the Chair and members of such working groups in consultation with the Council. However, it shall remain responsible for integrating the work of any such lead directors or working groups into committee activities and presenting such work and consequent findings and recommendations to the Council.

3.8

Audit and Risk Management Committee

PURPOSE The purpose of the Audit and Risk Management Committee is to oversee compliance with policies and generally accepted practice standards regarding human resource management, financial administration and risk management; oversee management processes to assure the integrity of information systems and reports and that risks related to the conduct of business are minimized, and, perform such other duties as the Council may from time to time assign. SPECIFIC DUTIES 1. Ensure an annual financial audit of CIM is conducted; review its results; ensure that the financial statements of CIM are fairly presented in all material respects in accordance with generally accepted accounting principles; receive and duly consider recommendations in an auditor’s management letter; and, make recommendations to the Council with respect to its findings. 2. Annually review the terms of reference and performance of CIM’s external auditors and make recommendations in accordance with the By-law for appointment of the auditors who report to the members of the Organization through the Council. 3. Meet with the auditors, independent of management, at least annually. 4. Annually review the terms of short and long-term debt (mortgages, leases, loans) to assess liabilities and potential risks. 5. Review appropriate guidelines for monitoring and approval of Council and management expense claims and the proper audit of these and all statutory remittances. 6. Review the disposition of complaints to ensure that approved procedures and standards have been followed and make such recommendations to the Council, with respect to these matters, as deemed necessary.

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7. Annually review management’s business risk assessment and risk management program that identifies actual or potential risks; protects against them; and, regularly review reports on such risks and the steps taken to mitigate them. 8. Review emergency or contingency and business continuation plans for major risks such as calamities, occupational health and safety, workplace hazardous materials, employee work disruptions, etc. 9. Annually review insurance coverage to ensure it provides adequate protection for the Organization, employees and volunteers. 10. Annually review the performance of legal, investment and procurement services.

COMPOSITION Voting Members (shall include no fewer than three voting members) drawn from the following: 

Chair: A Director (who may be a Director-at-large) who holds professional certification as a financial expert (e.g. CA, CGA, MBA)



A Vice-President (or other senior Council member)



Two other persons who shall not be members of Council



President-Elect (ex-officio)

Non-voting Members 

ED (ex-officio) or designate



Staff: Director of Finance and Administration

Note: At least one member of this committee, independent of management and the Chair of this committee, shall have accounting/auditing expertise.

STYLE OF GOVERNANCE

The Council of Directors represents the "ownership" or membership of the Organization. It is the legally constituted authority responsible directly to the members and funders for prudent oversight of the Organization's operations. It is responsible for the articulation (and/or safeguarding) of the organizational mission and defining the outputs and outcomes it seeks. The Council is responsible for long-term planning and direction. It defines the values, organizational culture, operating principles, and parameters within which it expects the ED to manage the Organization's operations.

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The Council will focus on strategic leadership rather than administrative detail; important policy rather than operational matters. It will establish and respect distinctions between Council and staff roles and manage any overlap between these respective roles in a spirit of collegiality and partnership that supports the authority of staff and maintains proper lines of accountability. In this spirit the Council will: a) Lead, direct, control, and inspire the agency through careful deliberation and establishment of values, vision, mission, strategic direction and general policies. b) Provide its members with the knowledge necessary to fulfil their responsibilities for the good governance of the Organization. c) Be accountable to the membership for competent, conscientious, and effective accomplishment of its obligations as a body. d) Ensure that all business of the Organization is conducted in a transparent, legal and ethical manner. e) Council members will at all times conduct their business in accordance with the principles of fair play and due legal process. f) Enforce upon itself and its members the behaviour that is needed to govern with excellence. This will apply to matters such as attendance, policy-making principles, respect for roles, maintaining a unified front as a Council, and monitoring and correcting any tendency of directors to stray from the principles of governance adopted in these policies. It will allow no officer, individual, or committee of the Council to either usurp this role or weaken this discipline. g) Monitor and regularly discuss the Council's own processes, progress and performance.

COUNCIL RESPONSIBILITIES

Primary Council responsibilities generally fall within eight general areas: Planning; Financial Stewardship; Human Resources Stewardship; Performance Monitoring and Accountability; Risk Management; Stakeholder Representation and Advocacy; Management of Critical Transitional Phases; and, Complaints Review. Standing committees of the Council assist the Council in fulfilling these responsibilities. From time to time the Council may initiate ad hoc working or task groups to take a lead in any of these specific areas of responsibility.

5.1

Planning

One of the most important responsibilities of the Council is to provide general guidance and direction for an organization. A comprehensive framework for planning, setting priorities, management and budgeting is essential to effective and responsible organizational stewardship.

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Good planning results in better communication and a better understanding of how various parts of an organization work together to produce desired results. 5.1.1 Strategic Plan The Council, with the assistance of staff, and in consultation with key stakeholders, establishes the Organization's overall direction through the development and approval of a Strategic Plan. This plan provides a tentative blueprint for the Organizationâ&#x20AC;&#x2122;s general direction and activities for the next three to five years based on a scan of internal and external factors that may bear on the resources and direction of the organization. It identifies the "key areas" in which the Council wants to focus the activities of the organization and general goals for each of these areas. 5.1.2 Annual Operating Plan The Organization's management develops annual operating plans and budgets based on the general blueprint contained in the Strategic Plan. These become the focus of work throughout the organization over the next twelve-month period. They will contain estimates of service demand for the year as well as objectives for improvement in key areas of corporate activity. The Organization's annual operating plan will be the basis of its yearly budget containing revenue and expenditure forecasts related to planned programs and/or volumes of service. This plan will contain more specific objectives than contained in the Strategic Plan; expected results for each objective; the time period during which those results will be sought; and, criteria for measuring the achievement of those results. The annual operating plan, together with service statistics and budget forecasts are presented to the Council for review, amendment and approval. 5.1.3 Planning Cycle The development and approval of the Strategic Plan takes place in a three to five-year cycle with progress monitored and assessed regularly against targets set in the annual Operating Plan and Budget. Performance against interim targets is monitored each quarter of the fiscal year. The thirdquarter review begins a thorough analysis of performance, and produces projections of the expected year-end results. Preliminary planning for the coming year's operating goals takes place at the end of the third quarter, and is completed late in the fourth quarter with refinements based on actual prior year results concluding in the first quarter of the next year. Service targets and forecasts of financial resources and constraints enter into the final preparation of the coming year's budget.

5.2

Financial Stewardship

The Council is responsible to review the annual revenues and expenditures of CIM and its business units; from time to time, prescribe criteria for financial control and accountability; secure adequate financial resources; ensure development of financial management and inventory control systems adequate to properly record and monitor financial transactions and control of assets; ensure equitable allocation of revenues and expenditures to properly reflect the cost of

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doing business and account for the exchange of services and supports between CIM headquarters and all its business units; monitor efficient use of resources; ensure the establishment of proper financial controls and policies, including criteria for management of investments and allocation of fundraising proceeds.

5.3

Human Resources Stewardship

The Council is responsible for ensuring the establishment of personnel policies to govern the management of staff and volunteer resources; providing guidelines for staff compensation; succession planning to ensure smooth transition in both Council and senior staff positions; and, monitoring compliance with legislative and regulatory requirements. The Council shall ensure that grievances from staff are managed in accordance with the provisions of agreements with staff, and that complaints are managed in accordance with fair employment standards and practices.

5.4

Performance Monitoring and Accountability

The Council is responsible for ensuring that adequate systems are in place for monitoring organizational performance; monitoring the general performance of the organization against legislative and regulatory requirements and approved objectives of the organization and against industry benchmarks; and reporting to members, donors and other key stakeholders.

5.5

Risk Management

The Council is responsible to ensure: that by-laws are current; that governance practices are consistent with the by-law; adequate insurance provisions are in place to protect the organization, Council, staff and volunteers from potential liabilities; that resources are sufficient to minimize risk to employees, volunteers and beneficiaries of services; compliance with statutory and regulatory requirements; that risks to CIM and its members from anti-competitive conduct are mitigated; that policies are respected in actual practice; and that adequate contingency plans are in place to protect against reasonably anticipated risks and crises in order to ensure continuance of business.

5.6

Representation

The function of member and public relations is to assist the organization in achieving its goals and objectives, through the development and execution of programs designed to develop stakeholder understanding and support. The Council is responsible to represent the organization positively to the community; to fairly represent member perspectives to Council and staff; to ensure stakeholder input to its planning; to sponsor and participate in special events internal or external to the organization; and, to advocate for adequate resources to fulfil the organizational mandate.

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Authority to speak on behalf of CIM shall rest with the President and/or ED. This authority may be delegated by either of them to others in the organization within their special fields of competence or knowledge. In general, the President will represent CIM on matters of Council policy and the ED will represent the organization on operational issues. Either may represent the organization on issues related to advocacy on behalf of the CIM mandate. Any major statements of an advocacy nature must be consistent with the general parameters of Council-approved policies or positions. Chairs of Societies and Branches will speak on behalf of their respective business units. This is not intended to inhibit private expression of personal or professional opinions, but care should be taken by individual directors to distinguish such opinions from positions of Council. They are also expected to avoid public statements that might undercut or obscure the messages conveyed by the organizationâ&#x20AC;&#x2122;s approved spokespersons.

5.7

Management of Critical Transitional Phases or Events

The Council is responsible for managing, or ensuring the proper management of, critical transitional phases and events. These include turnover in key positions in the Council and senior management; rapid growth or decline in resources; and, issues of significant internal or external conflict or controversy.

5.8

Complaints Review

Council members do not generally have direct involvement in complaints from members or staff. Where a member makes direct contact with a Council member for assistance in the resolution of specific service issues, the Council member should refer the client to the ED. A Council member may not interfere in the handling of a specific service issue by approaching individual staff members. Concerns about the management of a specific issue should be conveyed to the ED. The ED may inform the concerned Council member about the action taken in the case, or authorize a manager to communicate the information directly to the Council member. Staff shall initially respond to member complaints about the nature or quality of services provided by CIM. The member shall be provided with an opportunity to appeal their decisions to the ED. The member shall also be provided with an opportunity to appeal a decision of the ED to the Executive Committee, which may review the matter and make recommendations to the ED or the Council. Those participating in this review process shall adhere to the confidentiality provisions of these policies. They may not overturn staff decisions but may make recommendations to the ED on the matter.

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The ED will report periodically to the Executive Committee the nature and disposition of any complaints received.

EXECUTIVE AUTHORITY

The Executive Director (ED) is contracted by Council to manage and administer CIM’s day-today business in a manner consistent with the ED job description (Appendix A) and these governance policies. The ED is responsible, within parameters established by the Council, for determining the methods or ‘means’ by which the Council's directions and policies will be executed and the desired outcomes achieved. The ED is employed by the Council and is therefore responsible to the Council as a whole rather than to individual members of the Council. S/He is required to implement policies as determined by the Council, consistent with the requirements of any relevant legislation or regulations. In the exercise of these responsibilities, the ED is: a) Authorized to expend funds within the parameters of the annual budget and operating plan approved by the Council; b) Responsible for bringing to the attention of the Council, the need for special and exceptional expenditures not included in the budget; c) Required to report to the Council if it is not possible to operate within the limits of the budget approved by it; d) Expected to provide advice to the Council on policy and program/service issues which affect the programs offered or services provided by CIM; e) Required to provide the Council with the information it requires to govern effectively, make informed decisions, ensure a high quality of services and administration, and monitor the overall performance of CIM in achievement of approved objectives. f) Responsible for employing all staff members within the classifications and salary ranges approved by the Council. Council members should bear in mind that staff is responsible to the ED or to a person designated by him or her, not to the Council as a whole or to any individual director, regardless of office. In the supervision, direction and deployment of personnel, the ED is governed by the documented personnel practices and procedures approved by the Council. g) Specific responsibilities are described in the policies related to responsibilities of the Council, the roles of President, of other Officers and individual members, and in the job description of the ED.

6.1

Delegation to the Executive Director (ED)

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The Council's job is generally confined to establishing broad policies for achievement of corporate objectives. It delegates responsibility for execution of those policies to the Executive Director. All Council authority delegated to staff is delegated through the ED, so that the authority and accountability of staff derives from the authority and accountability of the ED. Council in its entirety, rather than individual directors, officers or committees is responsible for providing direction to the ED. However, the President, on behalf of and accountable to Council, may provide ongoing support and guidance to the ED within the context of a reasonable interpretation of Council policies. Furthermore, periodic informal communication between board members and the ED between formal meetings is encouraged for the purpose of ensuring a free flow of information; understanding of issues; and, maintenance of constructive working relationships.

6.2

Appointment of the ED

Recruitment, selection and appointment of the ED are, along with performance monitoring, among the most important responsibilities of the Council. Appointment of an ED should, ideally, be made with the confidence of the full Council or at least by strong consensus. In the event that the ED’s performance is deficient to the extent that there is a critical loss of confidence in the incumbent, the Council, as a whole, is responsible for ensuring, as amicably as possible, a termination of the relationship. Dismissal of the ED shall require fifty-one percent (51%) of the full Council (all director positions normally filled, regardless that some of these positions may be vacant) voting in favour of dismissal at a meeting duly called to consider such action.

6.3

ED Performance Evaluation

6.3.1 General The Executive Director is the official link between the Council and the organization. The responsibilities of the ED lie in the exercise of delegated authority and compliance within parameters established by Council policy and directives. Consequently, the ED’s job contributions can be expressed as performance with respect to six components: a. ED’s Job Description (Appendix A attached) b. Annual performance objectives negotiated with the Council through its Executive Committee. c. Organizational achievement of operating plan and corporate objectives. d. Organizational operation within the boundaries established in Council policies.

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e. Quality of relationship with senior staff. f. Quality of relationship with major stakeholders. The essence of the performance evaluation shall be results-focused rather than subjective or personality oriented, and shall be consistent with fair employment practices. The annual evaluation will provide an over-all assessment of performance relative to this policy statement and the terms of employment of the ED. 6.3.2 Procedure The ED will, at the beginning of each fiscal year, draft objectives for that year and discuss these with the Executive Committee, prior to presenting them to the Council for approval. The ED shall, at the end of the fiscal year: (i) complete a written self-evaluation of progress on meeting objectives so approved by the Council; (ii) complete a report on overall corporate performance for the preceding year. The essential elements of this material, along with Council members' observations of the ED's interactions with key stakeholders throughout the year shall form the basis of the evaluation. The President will obtain input from the officers of the Council, committee chairs, other Council members and senior staff, and prepare a written evaluation of the EDâ&#x20AC;&#x2122;s performance, consistent with the provisions of 6.3.1. The President will provide a summary of the performance review to the Council at its last meeting in the fiscal year or at its next meeting immediately thereafter. The Council will meet in-camera without the ED for the specific purpose of reviewing the performance evaluation. The President will bring the results of this performance appraisal including specific areas of outstanding performance and any deficiencies in the performance of the ED to his/her attention in writing. The President shall meet with the ED alone or, at the request of either, along with the Officers of the Council, Executive Committee or full Council, to discuss the evaluation. The ED shall be provided with a reasonable opportunity to redress any deficiencies in performance. The President shall provide the ED with more informal feedback on his/her performance on a regular basis as issues may arise and at least once midway between formal appraisals.

6.4

ED Authority in Staff Recruitment and Management

The ED, in order to maintain proper lines of authority and accountability, has full authority to recruit, evaluate, set compensation, and dismiss all staff, including the most senior managers. However, the Council may have a particular interest in the appointment of certain senior managers, given the considerable interaction that may be necessary between the incumbents of such positions and the Council as well as the potential for succession to the ED position.

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The ED will, prior to an appointment to such positions designated by Council motion to be of special interest, provide to the Executive Committee a review of the job criteria established for the position, the recruitment process, a synopsis of candidates considered, and a resume of the candidate favoured for appointment. The ED will consult with the CIM Executive Committee prior to making a formal appointment. The ED will consult with the Executive of CIM business units in hiring, evaluating and setting compensation of non-headquarters staff working solely for such CIM business units. Decisions with respect to discipline and termination of employment for incumbents in these positions shall be carried out in confidential consultation with the CIM President in the case of senior headquarters managers or with the Executive of other CIM business units in the case of staff serving those units. The ED shall provide an in-camera report to Council on any dismissal of such staff, in such detail as will maintain employee confidentiality and without prejudicing any possible legal claims related to such dismissal.

6.5

Succession Planning

The Executive Director, as the most senior staff person in CIM, is responsible for implementing Council policies and directives, administration and management of staff, programs and services. The position is the only staff position reporting directly to the Council. The ED, in consultation with the President, is responsible for ensuring the development and ongoing maintenance of a plan for succession to the position in the event of the permanent departure or temporary absence of the Executive Director. Recruitment to senior staff appointments that might develop potential candidates for internal permanent or temporary succession to the ED positon shall follow the process described in 6.4 above. Succession planning for the permanent replacement of the ED should follow the following process: a) The ED is responsible to ensure that there is an ongoing plan for identifying, determining their interest and grooming potential internal candidates for succession to the position, with particular attention to a ‘second-in-command’ or ‘chief operating officer’ if there is one; b) Succession planning shall be reviewed on an annual basis by the Executive Committee to ensure it is current. Succession planning for the ED shall be directed by the President of CIM reporting to Executive Committee. All Succession planning discussions shall be held in the strictest of confidence including any management input. c) Establish a ‘Transition Committee’ when required. Such committee shall be comprised of the President, Past President and incoming President-Elect and any other member of Council as required to provide necessary membership representation to manage an effective succession process (including selection of the candidate);

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d) If the ED departure is imminent, appoint an interim ED from internal staff (identified in annual planning updates) or through an executive temporary service; e) Develop a plan of action and communicate it effectively to staff and members as soon as possible including: i. Review the CIM values, vision and mission to ensure they are current; ii. Review the strategic plan to ensure that it continues to accurately reflect the core services and direction of CIM; iii. Allow for the possibility that a new ED may want to put a ‘personal stamp’ on the strategic plan; iv. Ensure that key responsibilities of the job description are current; v. Identify the key ingredients/skill set for a preferred candidate focused on business acumen, leadership qualities/practices and personal characteristics; vi. Determine whether there is an obvious internal candidate that fits these criteria and that a broader executive search effort is unlikely to identify superior candidates; f) In the event that there is no obvious internal successor conduct a broad search through an executive search firm; g) Review list of all candidates considered and select short list for interviews; h) Conduct interviews and double check references reported by the search firm; i) Consider introducing one or two preferred candidates to the senior management group and soliciting their input; j) The Transition Committee will recommend the preferred candidate to the Executive Committee and from there to Council; k) Announce appointment to staff first, then to stakeholders.

COUNCIL DEVELOPMENT

7.1

Recruitment and Screening of New Council Members

Members, Districts and Societies, in accordance with the By-law, elect directors to the Council. The Governance Committee will, as director vacancies occur or are anticipated, review the needs of the Council for specific expertise, resources, skills or diversity necessary to bring strength, balance, credibility, and perceived legitimacy to the Council. The Governance Committee shall distribute, for consideration by electors, a list of the skills/competencies that they believe will add value to the Council.

7.2

Orientation of New Members

New Council members shall receive a thorough orientation to their position within a reasonable period of becoming a member of the Council. Each new member may also be assigned a more experienced member as a “buddy” or mentor to help integrate the new member and answer any questions he or she may have about Council procedures. Orientation includes but is not limited to: CIM Governance Policies

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

The history, mission and purpose of the organization



An organizational chart



Role, structure and functions of the Council, committees, and key staff



Constitution/by-law, and governance policies



Code of Conduct, Confidentiality and Conflict of Interest policies



Procedural guidelines and rules for Council meetings



An overview of key organizational and policy issues, and copies of approved policies



Calendar of meetings and events



Procedures for Council member expenses



A tour of facilities and introduction to key staff

COUNCIL MANAGEMENT

8.1

Meetings

Meetings of the Council will be held upon the call of the President. All meetings of the Council will be open to members, except when dealing with confidential matters ‘in-camera’. Discussion at meetings of the Council will be confined to those issues that clearly fall within the Council's authority according to its responsibilities outlined in these policies. Council deliberation at meetings will be timely, fair, orderly, thorough, and efficient. While the President will strive for consensus amongst Council members, this will not be done at the expense of timely and efficient decision processes. Council shall, by resolution, approve formal ‘rules of order’ to govern the conduct of meetings and decision-making processes.

8.2

Attendance

Carrying out the work of the Council effectively requires a commitment to attend all Council meetings as required. Any council member who is absent, without excuse, from two consecutive meetings will be considered to have resigned his/her position and shall be so informed in writing. In the event such a member wishes to be reinstated, a letter of request must be sent to the Council. Otherwise, an alternate shall be nominated by the Society or District. The Council shall then make

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a decision by motion regarding resignation or reinstatement, as well as any terms associated with a decision to reinstate if such is the decision.

8.3

Council Work Plan/ Objectives

The Council will develop a plan and objectives for its own work in support of the Organization's goals as articulated in the approved Corporate or Strategic Plan and the annual operating or business plan.

8.4

Council Self-Evaluation

The Council shall periodically review its own progress on work plan objectives and its effectiveness. It shall conduct a formal assessment of its own performance annually at the same time that it reviews the performance of the ED and shall take any steps for improvement in its governance practices suggested by such review.

8.5

Conflict Resolution

Council members typically bring diverse views on issues to Council debates and decision-making. Constructive disagreements between Council members are encouraged in a well-functioning Council. They can generally be managed by following proper rules of procedure and encouragement of good listening skills. However, in the heat of Council debate, disagreements may sometimes degenerate into serious conflict on issues or between personalities. The Council President is responsible for managing such conflicts. A neutral Council member or third party should be selected if the Council President is a party to the conflict. It is important to identify early on whether the conflict is based on the immediate issue at hand or has deeper roots based on differences in personal values and history, personalities, personal or political agendas, gender or culture.

8.6

Council Member and Staff Expenses

Council members will not normally be entitled to reimbursement for expenses incurred during activities required to carry out their duties on behalf of CIM. Staff are entitled to be reimbursed for expenses incurred during activities required to carry out their duties on behalf of the Institute. a) The ED is responsible to recommend, to the Audit and Risk Management Committee, appropriate rates of reimbursement for expenses of the ED and other management staff in accordance with accepted community standards. b) Any Council member expenses approved on an exceptional basis, in accordance with Council policy, must be documented on an approved expense form and be authorized by CIM Governance Policies

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the President. The President shall review and authorize the Audit and Risk Management Chair’s expenses and vice-versa. c) Expense claims by the ED shall be submitted and approved in accordance with procedures approved by the Council and reviewed and authenticated at least quarterly by the President. d) Claims for expenses by other staff shall be approved by the ED consistent with rates provided in policies approved by the Council, upon the recommendation of the ED.

COUNCIL DECISION-MAKING

9.1

Decision-Making Process

Decisions of the Council are made as a group at Council meetings at which a quorum of the Council (50% plus one Director) is present. A quorum is required for the transaction of any business of the organization. Decisions will ideally be made through a consensus development process leading to a formal vote to record the decision. This process is intended to encourage full discussion and development of a decision that all, or at least the largest possible majority of, Council members can support, prior to a vote. Where disagreements continue to exist, dissenting members may request that their objections be recorded in the minutes. A favorable vote of a majority of the members present, regardless of abstentions, is required for approval. Directors have the right to discuss questions before the Council and make their decisions in an uninhibited atmosphere. These Governance Policies, the Code of Conduct and procedural guidelines will govern Council deliberations. Directors will welcome and respect the diverse views of their colleagues, maintain confidentiality as required and offer public support for Council decisions.

9.2

In Camera Meetings

The following items may be considered in-camera upon an approved motion of the Council: 

Personal matters about an identifiable individual (i.e. member, director, or employee)



Acquisition or sale of land or other assets



Labour relations or employee negotiations



Litigation or potential litigation



Receiving advice that is subject to solicitor-client privilege



Matters of personal conflict between members of the Council as outlined in this governance policy

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

Any other matters which, the public discussion thereof, the Council, by a two-thirds (2/3) majority vote, determines would be prejudicial to the interests of the Organization or its members.

The protocol for conducting and recording in-camera discussions shall be as follows: 

The Council will initiate an in-camera meeting on the issue by motion to move in-camera.



The Council will return to the open Council meeting and report that the item in question has been discussed in-camera and a resolution in regard to the matter is recommended for Council approval.

10. DISSOLUTION OF THE ORGANIZATION In the event of the dissolution or winding-up of CIM as a national organization, any remaining assets after the payment and satisfaction of the liabilities of CIM shall, upon recommendation of the Council, be distributed in accordance with provisions in the bylaw.

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APPENDIX A â&#x20AC;&#x201C; EXECUTIVE DIRECTOR JOB DESCRIPTION 1.

General The ED, as Executive Director of CIM is responsible to the CIM Council for providing advice and support to the Council and, within the general parameters of the approved strategic and annual operating plan and budget, the administration and enforcement of relevant legislation and regulations; execution of the Council's policy and administrative directives; planning, organizing, coordinating and managing CIM's financial and human resources, programs and services consistent with the pertinent legislation and professional standards; management of external corporate relationships and partnerships; emergency response, business continuity and risk management; and charitable service activities.

Executive Support to Council 2.1

Conduct the work of the organization within the broad parameters and policies established by the Council.

2.2

Provide staff and administrative support to the Council and its various committees.

2.3

Support the Council in development of the competencies of Council members to fulfil their responsibilities

2.4

Participate, ex officio, as a non-voting member of the Council and its various committees.

2.5

Provide advice and assistance to the Council and its committees and appropriately seek advice and assistance from members of the Council in facilitating achievement of the organization's objectives.

2.6

Report regularly to the Council on activities of the organization and any internal or external event that may have a major or unusual effect on the organization.

2.7

Provide the staff support and information necessary for the Council to effectively and efficiently conduct its business, develop long-term and annual corporate objectives and monitor progress in achieving goals.

2.8

Develop and present for Council approval the annual operating plan and budget, appropriate policy statements, analysis of legislative or related policy issues and other matters that directly affect the operation of the organization and its capacity to carry out its programs.

Planning, Organization and Policy Development

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3.1

Develop, obtain Council approval, and maintain a broad corporate planning framework as a foundation for annual planning, budgeting and program activities.

3.2

Develop an annual operating plan for consideration/approval of the Council.

3.3

Ensure the development and maintenance of information systems that will permit a continuing assessment of the implementation and impact of the organization's plans.

3.4

Ensure the development and maintenance (within the limits of available resources) mechanisms for monitoring and evaluating the impact and effectiveness of the organization's plans and programs and the quality of its programs and/or services.

3.5

Plan and prepare, for the consideration of the Council, programs to support the organization's objectives.

Program/Service Management 4.1 Manage the design and implementation of the organizationâ&#x20AC;&#x2122;s programs and services efficiently and effectively within the approved operating plan and budget, subject to variance in demand and exceptional circumstances. 4.2 Ensure, within the limits of available resources, an optimal range, level of standards and quality in the organizationâ&#x20AC;&#x2122;s programs and services. 4.2 Periodically monitor member satisfaction with respect to quality of services and report to the board in this regard. 4.4 Provide leadership and direction to CIM programs, services and staff. 4.5 Delegate appropriate functions to other staff members as may from time to time be considered appropriate. 4.6 Provide periodic reports as required to members, donors and grants makers.

Human Resources Management 5.1 Generally ensure that the management of human resources in all business units will be consistent with the overall human resources policies and practices of CIM. 5.2 Establish job descriptions, recruit, retain, motivate, evaluate performance, counsel, discipline, and dismiss personnel directly responsible to the ED and, upon the recommendation of subordinate staff dismiss other personnel and volunteers in the employ of the organization.

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5.3 Support the Executive of CIM business units outside of headquarters in their management of human resources, as they oversee the work and functional assignments for those ‘non-headquarters’ staff, including temporary staff and contractors that may be engaged by the business units. In consultation and collaboration with the Executive of those units, provide general oversight and support to non-headquarters staff. 5.4 Manage the negotiation of employee contracts, administer the organization’s personnel practices, and provide advice to the Council in regard to employee relations and salary and benefit negotiations. 5.5 Ensure that the organization's programs are resourced with competent personnel and volunteers within the approved budget. 5.6 Ensure the establishment and maintenance of sound personnel and compensation practices and philosophy, proper job descriptions, and a regular system of performance appraisals. 5.7 Ensure the development and maintenance of adequate personnel information and control systems. 5.8 Ensure the development and maintenance of programs for orientation of new staff and volunteers and an ongoing program of staff development. 5.9 Establish and maintain a working climate conducive to the development of staff members and volunteers and the attainment of the objectives of the organization. 6. Financial Administration and Budgeting

6.1

Ensure the annual budget preparation for consideration by CIM Council.

6.2

Manage the operation of the organization's programs within the approved budget, subject to variance in demand and exceptional circumstances.

6.3

Provide periodic expenditure forecasts and financial reports to the Council.

6.4

Ensure the development of systems for monitoring and controlling expenditures within approved budget levels.

6.5

Secure, with the assistance of the Council, the resources necessary to implement and maintain the organization’s programs.

6.6

Provide periodic reports as required to members and donors.

6.7

Ensure the development and maintenance of "risk management" policies and procedures that will minimize financial, public relations and other liabilities for CIM, its Council, staff, volunteers, agents and clients.

Corporate and Community Relationships

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7.1

Build and maintain confidence in the character and integrity of the organization, with its clients, staff members, volunteers, respective levels of government, and other stakeholders.

7.2

Deal with complaints in a manner that generally maintains positive relationships within the context of a professional service.

7.3

Alert the Executive Committee, and if necessary Council, to incidents, occurrences, or activities that may place members, staff, volunteers or the organization at unusual risk, censure, criticism or public disapprobation.

7.4

Subject to the organization's policies on communications, routinely act as its primary spokesperson with the media and the public.

Authority of Position Subject to the approved operating plan, budget and policy directives of the organization, the ED has the necessary authority to carry out the responsibilities outlined for the position and to respond to legitimate emergencies as required. Authority is specifically withheld in regard to the following: â&#x20AC;&#x153;Authorization of expenditures beyond the approved budget with the exception of variance for excessive demand and other exceptional circumstances such as emergency or crisis situations which require an immediate response.. Any such expenditure shall be brought to the Executive Committee for review and approval then brought to Council for post-facto review and approval.

Delegation of Responsibilities The ED will discharge assigned responsibilities through such senior staff, department directors, supervisors, employees, volunteers and other positions as he/she may from time to time determine. The incumbent may delegate and assign part of the executive, managerial, functional and operating responsibilities and corresponding authority, but remains responsible for overall results.

10.

Measure of Accountability The performance of the ED will be measured on an annual basis in relationship to performance of job functions and achievement of objectives. The quality of implementation of the organization's operating plan and budget, the handling of exceptional events, and the quality of services as reflected in the findings of operational audits will also be taken into consideration in assessing the performance of the ED.

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APPENDIX B – CIM CODE OF BUSINESS CONDUCT Overview This Code of Business Conduct (“Code”) has been approved by the Board of Directors of The Canadian Institute of Mining (CIM) to guide the conduct of directors, officers, employees and agents of CIM in the transaction of CIM’s business. It affirms the commitment of CIM to uphold the highest ethical standards. The Code is intended as a guide for all units of CIM (the National office, Societies Districts and Branches). Every principal (director, officer, employee and agent) of CIM occupies a position of trust and represents CIM in his/her relations with CIM members, employees, customers, suppliers, governments or the general public. As such, principals are expected to act in a manner that will bear the closest scrutiny, inspire trust and enhance CIM’s reputation for honesty, integrity, transparency and the faithful performance of undertakings and obligations. Principals are expected to act at all times in the best interests of the organization rather than particular interests or constituencies. This means setting aside personal self-interest and performing their duties in transaction of the affairs of the organization in a manner that promotes public confidence and trust in the integrity, objectivity and impartiality of the council, its individual directors and employees. These obligations include the responsibility to obey the letter and spirit of law, act ethically, disclose conflicts of interest and report concerns about obvious or potential breaches of the law or this Code. The Code deals with issues that are reasonably foreseeable. However, no code of business conduct can cover all eventualities…or ultimately replace the thoughtful behavior of an ethical person applying good common sense. CIM and any of its principals that breach the law or this Code can incur serious liabilities for non-compliance and expose CIM to public censure or worse. Conduct that violates this Code may, in some circumstances, also violate the laws of Canada, its provinces or that of other jurisdictions and potentially subject CIM and its principals to prosecution and legal sanctions. Individuals may be appropriately disciplined, up to and including discharge from office or termination of employment. Ignorance of the law is not, in general, a defence at law. Accordingly, every principal must diligently ensure that he/she is aware of relevant legislation and regulations, and ensure that his/her conduct cannot reasonably be construed as being in contravention of this Code or the laws of any jurisdiction where CIM carries on business. Any questions about this Code shall be directed to the Executive Director of CIM or the Council Chair. Any officer or employee concerned about conduct that he/she believes may violate a law, the Code or the policies of CIM, should consult with the Council Chair in the case of a director; or in the case of an employee, his or her supervisor or any management person the employee is comfortable with to discuss such issues. As discussed in the “Duty to Report” section of this Code, CIM Governance Policies

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employees may also communicate complaints or concerns regarding suspected violations or failure to comply with the law or this Code on a confidential or anonymous basis by using CIM’s Whistleblower policy. (See Section P – Duty to Report). All Directors and employees of CIM shall sign an acknowledgement (Code of Conduct Undertaking – Schedule A) that they have read and understand this Code and commit to complying with it in their transaction of CIM’s business.

SECTION A – CONFLICT OF INTEREST Conflicts of interest are inevitable in any organization, particularly those with multiple constituencies and competing interests. A conflict of interest should not disqualify a person from office unless it is persistent and pervasive. What is most important is that any such conflict is managed in an open and transparent manner. 1.

Definition of Conflict of Interest

Conflict of interest means a conflict, or the appearance of a conflict, between the private or constituent interests of a person in a position of trust and his/her official responsibilities to CIM. A conflict of interest may be “real”, “potential” or “perceived”. ►

Directors and employees are generally considered to be in a personal “conflict of interest” whenever they, or members of their family, business partners or close personal associates: -

may personally or professionally benefit, directly or indirectly, financially or otherwise, from their position with CIM;

use their position to the disadvantage or detriment of a third party; or

seek or obtain preferential treatment related to services received from or rendered to the organization, including contracted work, employment or honoraria. (See Section C – Personal Gain & Section G – Inside Information)

►

A Director may also be considered in a ‘constituent’ conflict of interest when the business unit that the Director ‘represents’ may benefit, financially or otherwise, from decisions that the Director influences the national board to take, in a manner disproportionate to the benefits that might accrue to other business units OR when the interests of that business unit are at odds with overall interests of CIM. This is distinct from a private conflict of interest from which a Director might benefit personally.

►

Conflict of interest may arise more specifically from any of the following:

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

Any circumstances, obligations or distractions that compromise, or may appear to compromise, the judgment, ability or capacity of board members or staff to make unbiased decisions or to act in the best interests of CIM. (See Section F – Political Activities)



Any circumstances that deprive the CIM of the time or attention required for proper performance of their duties.



Ownership or other participation in a business that competes in the same market for the same goods, services or skilled employees or in a complementary business or enterprise. (See Section H – Disclosure of Confidential Information)



Appropriation of financial or other resources for personal use (e.g. information, property, equipment, supplies, transportation, training). (See Section I – Protection of Funds & Assets)



Seeking, accepting or receiving any material personal benefit, gifts (see Section B – Gifts & Entertainment) or gratuities from a supplier, vendor, or any individual or organization doing or seeking business with the organization.



Any involvement in the contracting, employment, supervision, grievance, evaluation, promotion, remuneration or firing of a family member, business associate or friend of the director.



Lending money to, borrowing money from, or making loan requests to any entity or person who is involved in business transactions with the organization, who supplies goods or services to it, or who is in a fiduciary relationship with it. (See Section C – Personal Gain)



Non-pecuniary interests may also present a moral, if not a legal, conflict of interest. For example: -

Personal interests which conflict with the interests of members or are otherwise adverse to the interests of the organization.

Membership on the board or staff of another organization, which might have material interests that conflict or compete with the interests of CIM and that may place that person in a position of influence or decision-making that might conflict with or be adverse to the interests of the organization (i.e. dealing with matters on this board which might materially affect the other board).

Public statements made by a director that could be perceived as impairing his/her ability to consider issues, in the execution of his/her functions with the organization, in a fair, impartial and objective manner.

Additional Tests for Conflict of Interest

(i)

Peer Standards Test

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The first is the ‘peer’ or 'community and industry standards' test...is this particular type of behavior, issue or relationship commonly acceptable or standard within the sector? However, passing this test doesn’t necessarily get you a pass on the next three tests. (ii)

Public Disclosure (Smell) Test

How would key stakeholders, the public or media react if this were publicly disclosed? What impact would it have upon the credibility of, and trust in, the organization? This is sometimes referred to as the 'smell test'. (iii)

Reasonable Person Test

The 'reasonable person' test...what would a reasonably prudent person (board) do under the circumstances? This goes directly to the heart of the board’s and director's legal 'duty of care' to "exercise the same degree of care, diligence and skill that a reasonably prudent person would show in comparable circumstances". (iv)

Best Interests Test

The requirement to "act honestly and in good faith in what the director considers to be the best interests of the organization" is a 'duty of loyalty' that goes hand-in-hand with the ‘duty of care’. 3.

Principles for Dealing With Conflict of Interest

Every director and employee who is charged with executive, managerial or supervisory responsibility is required to see that actions taken and decisions made within his or her jurisdiction are free from the influence of any interests that might reasonably be regarded as conflicting with those of the CIM. Principals are prohibited from: (a) taking for themselves personally opportunities that properly belong to the CIM or are discovered through the use of CIM property, information or position; (b) using CIM property, information or position for personal gain; and (c) competing with the CIM. All such individuals owe a duty to advance the legitimate interests of CIM when the opportunity to do so arises. a) Each director and employee shall be required to complete a ‘Conflict of Interest form – Schedule B’ at the beginning of each term of office or employment identifying any matters of business that might be reasonably foreseen to come before the board and create a personal conflict of interest; and, sign an acknowledgement of receipt and understanding of the organization’s policy. b) Conflict of interest disclosures shall be a regular (second) item on every board agenda. c) Any principal who has a potential, real or perceived conflict of interest must openly disclose such conflict as soon as the issue arises and before the board or its committees deal with the matter in question.

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d) If a director is not certain he/she is in a conflict of interest, the matter shall be brought before the chair, executive committee or board for advice and guidance. e) In such cases, the board shall determine by vote if a conflict exists. The person potentially in conflict shall be absent from the discussion and vote. f) The director in potential conflict shall not be included in the quorum for the meeting to ensure that an independent quorum is present for any decision. g) It is the responsibility of other directors who are aware of a real, potential or perceived conflict of interest on the part of a fellow director to raise the issue for clarification, first with the director and, if still unresolved, with the board chair. h) A director who is potentially in conflict shall be afforded the opportunity to address the matter at the board or committee meeting. i) However, that director shall abstain from participation in any discussion on the matter, shall not attempt to personally influence the outcome, shall refrain from voting on the matter and unless otherwise decided by the board, shall leave the meeting room for the duration of any such discussion or vote. j) The disclosure and decision as to whether a conflict exists shall be duly recorded in the minutes of the meeting. The time the person left and returned to the meeting should also be recorded. k) Any financial transaction contemplated with a supplier of goods or services shall be conducted through a fair and open tender process in which board members who have no personal or business interests in the matter make the final decision about awarding contracts. l) If a director proposes a financial transaction with the organization, the board chair may establish an independent party to investigate alternatives to the proposed transaction or arrangement. m) After exercising due diligence, the governing board or committee shall determine whether the organization can obtain, with reasonable effort, a more advantageous transaction or arrangement from a person or entity such that it would not give rise to a conflict of interest. n) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board shall determine by a majority vote of the disinterested directors, whether the transaction or arrangement is in the organizationâ&#x20AC;&#x2122;s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with such determination it shall make its decision as to whether to enter into the transaction or arrangement. o) Any business transaction, which involves a potential conflict of interest with a director, shall

have terms that are at least as fair and reasonable to the organization as those that would otherwise be available if it were dealing with an unrelated party. Such relationships do not necessarily restrict transactions so long as the relationship is clearly divulged and nonconflicted individuals make the decision.

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SECTION B – GIFTS AND ENTERTAINMENT Directors, officers and employees shall not furnish, directly or indirectly, on behalf of CIM, expensive gifts or provide excessive entertainment or benefits to other persons. Directors or employees may furnish modest gifts and entertainment to persons, other than public officials, provided that they are: 

not in cash or other negotiable instruments;



of nominal value that cannot reasonably be interpreted as an improper payment or inducement;



made as a matter of general and accepted business practice;



not in contravention of any law;



made in accordance with generally accepted local ethical practices; and



not likely in any way to embarrass CIM or the recipients, if subsequently disclosed to the public.

Reasonable expenses for the entertainment of customers, suppliers, prospective employees or business associates are permissible on the part of those individuals whose duties embrace the provision of such entertainment, provided proper accounting is made in accordance with the applicable CIM policies and such practice does not, to the knowledge of the individual, contravene the policies of the recipient’s employer.

SECTION C – PERSONAL GAIN Directors, officers and employees shall not use their position with CIM to obtain personal gain from those doing or seeking to do business with CIM. Except as hereinafter provided, such individuals should neither seek nor accept gifts, payments, services, fees, special privileges, vacations or accommodations or loans from any person (except, in the case of loans, from those in the business of lending and then only on conventional terms) or from any organization or group that does, or is seeking to do business with CIM. Directors and employees may accept modest gifts, favours or entertainment consistent with the provisions set forth in Section B. Invitations received from service providers to attend entertainment or participate in advisory groups or meetings that involve transportation or accommodation costs paid by the service provider shall not be accepted unless there is a clear benefit to the CIM from the individual’s participation in the activity, and such participation could not be reasonably construed to create an appearance of inducement to business or a conflict of interest.

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If there is any question about this, the individual shall obtain prior approval from his/her supervisor for participation in such event and disclose the purpose in his/her expense claim.

SECTION D – DEALINGS WITH DOMESTIC PUBLIC OFFICIALS All dealings between principals of CIM and public officials are to be conducted in a manner that will not compromise the integrity or impugn the reputation of CIM or any public official. Even the appearance of impropriety in dealing with public officials is improper and unacceptable. Any participation, whether directly or indirectly, in any improper profit sharing arrangement, illegal gratuities, indirect contributions, improper inducements or similar payments is expressly forbidden, notwithstanding that they might further the business interests of CIM. No principal shall give any gift or make any form of payment or inducement, direct or indirect, to any public official, for the purpose of having a law or regulation introduced, enacted, defeated or violated. CIM and its representatives will not engage in or undertake lobbying activities or similar endeavours in an attempt to intervene in any legislative process except as is consistent with resolutions of the board and advice from legal counsel that all registration requirements under applicable laws have been met.

SECTION E – DEALINGS WITH FOREIGN PUBLIC OFFICIALS The Corruption of Foreign Public Officials Act (Canada) makes it an offence to make or offer a payment, gift or benefit to a foreign government official in order to induce favourable business treatment, such as obtaining or retaining business or some other advantage in the course of business. This principle applies to all units of CIM, even where such practices may be considered to be a way of “doing business” or necessary in a particular country. Furthermore, this legislation applies to dealings with foreign public officials in Canada and the official’s own state. In order to avoid any potential non-compliance with the legislation, no inducements, payments or offers to make payments whatsoever, regardless of amount or purpose, including facilitating payments permitted by the legislation, shall be made either directly or through third parties to officials or employees of government agencies or instrumentalities (including government monopolies) without a prior written opinion from legal counsel that the payment does not violate the legislation and is consistent with approved board policies. Moreover, all approved arrangements must be covered by written contracts and documents in accordance with CIM legal and accounting requirements and business practices.

SECTION F – POLITICAL ACTIVITIES AND CONTRIBUTIONS The CIM encourages political activity and political involvement by directors and employees acting on their own behalf, but not as representatives of the CIM. They should exercise care to ensure

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that any personal political activities, affiliations or positions cannot be reasonably construed to be those of CIM. The use of any funds, goods or services of CIM as contributions to political parties, candidates or campaigns is strictly forbidden. Contributions include cash contributions, loans, services, entertainment in excess of that permitted in this Code, trips and the use of facilities or assets of CIM. Further, no director or employee is to be reimbursed for any contributions that he or she might make.

SECTION G – INSIDE INFORMATION Principals shall not use for their own personal gain, or disclose for the use of others, inside information obtained as a result of their employment or position with or interest in CIM in relation to the trading of securities.

SECTION H – DISCLOSURE OF CONFIDENTIAL INFORMATION CIM is associated with highly competitive industries where new technology and state-of-the-art advances are required on an ongoing basis. As such this requires a constant effort to ensure that trade secrets, research and development, and business techniques of CIM members are protected and secure. It is important that all individuals know and understand the responsibilities that they have to preserve confidentiality so as to allow CIM to continue to operate and protect its business interests and those of its members. As a result, CIM principals will not disclose to the public, information which might impair a member’s competitive effectiveness or which might violate the private rights of individuals, enterprises or institutions and are prohibited from discussing or disclosing to the public any secret or confidential information belonging to CIM members or in the possession of CIM without authorization. Disclosure of confidential information may be authorized for legitimate purposes such as full and complete reporting to regulatory agencies or the provision of information to members, employees and the public as may be necessary to allow the CIM to function effectively. Unless previously published in the public domain, records, reports, papers, devices, processes, plans, methods, trade secrets, inventions and apparatus belonging to CIM or belonging to a third party to which any principal of CIM has been permitted access are considered by CIM, or the party who has permitted access thereto, to be secret and confidential, and such individuals are prohibited from revealing, reproducing, processing or using information concerning such matters without proper authorization from owner of such information.

SECTION I – PROTECTION OF FUNDS AND ASSETS All principals must protect the assets of CIM and ensure their efficient use. Such assets include, without limitation, intellectual property such as corporate or business names, logos, trademarks,

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patents, copyrights, confidential information, ideas, plans and strategies. Assets of CIM shall be used only for the legitimate business purposes of CIM. Theft, carelessness and waste have a direct impact on the viability and credibility of CIM. The use of the funds or assets of CIM for any unlawful or improper purpose is strictly prohibited and those responsible for the accounting and record-keeping functions are expected to be vigilant in ensuring enforcement of this prohibition. Any misuse or infringement of funds or assets of CIM shall be reported to the Executive Director, or to the Executive Committee if it is the Executive Director’s conduct that is in question. (See Section P – Complaints Reporting-Duty to Report)

SECTION J – RECORD KEEPING The books and records of the CIM must fully and fairly disclose, in an accurate, timely and understandable manner, all transactions and dispositions of the funds and assets of the CIM. Officers and employees must document and record all transactions in accordance with the CIM’s internal control procedures and in compliance with all applicable accounting principles, laws, rules and regulations. Under no circumstances should an officer or employee create misleading records or falsify documents. Officers and employees shall comply with all legislative and regulatory requirements, policies and procedures relating to the retention and the destruction of the documents and records of CIM. CIM will cooperate with every reasonable request of government investigators for information. At the same time, CIM is entitled to all the safeguards provided by law for the benefit of persons under investigation or accused of wrongdoing, including legal representation. If a representative of any government or government agency seeks an interview with a CIM principal or requests access to data or documents for the purposes of an investigation, the principal shall refer the representative to the Executive Director for advice and disposition.

SECTION K – DISCRIMINATION-FREE WORK ENVIRONMENT Directors, officers and employees must adhere to the laws, regulations and policies that specifically provide for a work environment free of discrimination and harassment, and in which individuals are accorded equality of employment opportunity based upon merit and ability. Discriminatory practices based on race, sex, colour, national or ethnic origin, religion, marital status, family, age or disability will not be tolerated. All individuals are entitled to freedom from sexual and all other forms of personal harassment in the workplace. It is not a discriminatory practice to make a distinction between persons based on bona fide occupational requirements. Since bona fide occupational requirements are narrowly defined, such

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distinctions should not be undertaken without first obtaining appropriate advice from a certified human resources professional or legal counsel. Further, it is the responsibility of all individuals to contribute to a workplace atmosphere free of harassment, and abusive, disrespectful, disorderly, disruptive or other non-professional conduct. The CIM has developed a Treatment of Employees Policy that is included in the CIM Administrative Manual available from an employee’s supervisor.

SECTION L – PROTECTION OF PERSONAL INFORMATION The collection, use and disclosure of personal information is governed by applicable legislation in all provinces and within Canada. It is necessary that all CIM units be aware of, and comply with, their respective legislative and regulatory requirements. CIM has adopted a Protection of Personal Information Policy to govern the collection, use and disclosure of personal information in a manner that complies with the law and recognizes both the right of individuals to protection of their personal information and the need for CIM to collect, use, or disclose personal information for the purposes reasonably required to establish and manage employment relationships, and generally operate its business. The Protection of Personal Information Policy is included in the CIM Administrative Policy Manual or available from an employee’s supervisor.

SECTION M – HEALTH AND SAFETY CIM is committed to meet the requirements of WHIMIS – a system that identifies the use of hazardous materials in the workplace. This policy is included in the CIM Administrative Policy manual. CIM is committed to providing its officers and employees with safe and secure workplaces that meet or exceed the laws and governmental requirements with respect to occupational health and safety in the jurisdiction where the workplace or facility is located. Management and supervisors are responsible for eliminating health and safety hazards from the workplace and training employees to work safely. In turn, all employees are expected to do their part to promote a safe work environment by complying with safe work practices and procedures, complying with all applicable health and safety laws and governmental requirements, reporting unsafe conditions to their supervisors, and taking steps to protect themselves and others from dangerous conditions. Note: These same principles should be employed in the handling of hazardous materials at trade shows to ensure safety for participants and the public. SECTION N – COMPUTING TECHNOLOGY CIM provides computer hardware, software, Internet, e-mail and external data communications to its directors, officers and employees. The use of computers and telecommunications technology has become a prevalent and standard business practice, and all officers and employees must exercise the same discretion as when using other business tools such as office

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telephones and facilities. Users are expected to efficiently and securely utilize these tools for business purposes, while protecting corporate data and information and exercising appropriate business conduct at all times. Computing is for CIM’s business purposes and personal commercial uses are forbidden. Users will not create or transmit any unsolicited commercial, advertising or recreational material, or use any system resources for political activities or to advance the interests of any party other than CIM. CIM’s computers and Internet connections are intended solely for business purposes. Users will not create, access or transmit any material, data, text, audio or images, or material that is capable of being converted, which is offensive, obscene, indecent, libellous, slanderous, harassing, annoying or defamatory. Users are expected to discourage others from transmitting such information to their Internet address. Users must comply with all laws including those with respect to all forms of intellectual property rights, trademarks, copyrights and harassment. Users must use facilities efficiently, minimize unnecessary messages to others, and refrain from activity that will jeopardize the normal business operation of the system. All Internet use by CIM’s directors and employees is subject to periodic audit by specific authorization of the Executive Committee. CIM has developed a Computer and Telecommunications Technology Policy regarding breaches of security and non-compliance that is included in the CIM Administrative Policy Manual or available from an employee’s supervisor. Any suspected security breach or incident must be reported immediately to the Executive Director. Non-compliance with the Computer and Telecommunications Technology Policy will be referred to the Executive Committee.

SECTION O – IMPROPER INFLUENCE ON CONDUCT OF AUDITS No director, officer or employee shall fraudulently influence, coerce, manipulate or mislead any internal auditor or any independent public or certified accountant engaged in the performance of an audit of the financial statements of CIM for the purpose of rendering such financial statements materially misleading. The honesty and integrity of those who represent CIM must underlie all unit relationships, including those with customers, suppliers, governments, regulators, professional service providers and others. The integrity of CIM’s financial reporting is of particular importance to its members. The dissemination of financial statements that contain materially misleading information can have serious legal consequences for both CIM and individuals involved.

SECTION P – COMPLAINTS REPORTING Every director, officer and employee has a duty to adhere to this Code and all relevant laws and policies and to report to his or her superior any suspected violations.

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Anyone may anonymously report any such conduct by addressing a written submission to the ED first or to the Executive Committee where the conduct of the ED is the matter in question. A complainant may appeal any decision of the ED to the Executive Committee. The ED will report periodically to the Executive Committee the nature and disposition of any complaints received. CIM will not permit any form of retaliation against an individual who has truthfully and in good faith: 

reported violations of this Code or relevant laws in accordance with this Section;



lawfully provided information or assistance in an investigation regarding any conduct which the individual reasonably believes constitutes a violation of applicable laws when the information or assistance is provided to or the investigation is conducted by a regulatory or law enforcement agency;



provided a law enforcement officer with truthful information regarding the commission or possible commission of an offence;



unless the individual reporting is one of the violators.

SECTION Q – DISTRIBUTION OF THE CODE Every director, officer or employee who has official responsibilities, or deals on behalf of CIM with government officials or political parties or candidates, or who has access to confidential information, will be provided with a copy of this Code. To ensure a proper understanding of this Code, the employee’s supervisor will explain any questions pertaining to its application to the area of responsibility and jurisdiction of the employee. Upon commencement of employment or term of office and at least every year thereafter, each officer and employee shall be required to complete a prescribed form of acknowledgement, which will be retained by the unit by which the officer or employee is employed, and which shall confirm that each such individual has completed the required form acknowledging having read, understood and committed to comply with the current version of this Code. An employee who occupies a position as Executive Director or equivalent, chief financial officer, vice president, treasurer, controller, senior financial officer or manager of CIM, it’s societies and branches shall also be required to comply with this Code and complete the prescribed form of acknowledgment annually. In cases where an individual is engaged under contract to provide services to CIM and that individual deals on behalf of CIM with government officials or political parties or candidates, or has access to confidential information, such individual’s contract will, as part of its terms, require compliance with this Code and shall complete the prescribed form of acknowledgement, and in connection with the provision of service to the CIM, this Code shall apply to such individual in the same manner as it applies to directors, officers and employees.

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Although the various matters dealt with in this Code do not cover the full spectrum of activities, they are indicative of CIM’s commitment to the maintenance of high standards of conduct and are to be considered descriptive of the type of behaviour expected from all principals in all circumstances. This Code and the CIM Administrative Policy Manual set the expectations for individual and business conduct. They are not intended to, and do not in any way constitute, an employment contract or an assurance of continued employment.

APPENDIX C – COMPETITION LAW COMPLIANCE GUIDE Background The policy of the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) has always been to comply strictly with all applicable laws, as stated in CIM’s Code of Business Conduct available in the Governance Policies and to members on the CIM website or in the national office. Trade associations perform legitimate and useful functions in our economic system. However, because they bring together competitors, trade associations need to take precautions to ensure that their activities fully comply with all competition laws applicable to their operations. The purpose of this Guide is to assist CIM’s members, directors and employees to understand applicable competition laws, ensure that every reasonable effort is made to avoid breach of Canadian and international competition laws, and support the letter and spirit of those laws. While CIM cannot control and takes no responsibility for actions of its members outside CIM official meeting functions, the Institute takes special care to avoid its facilitating anti-competitive conduct by CIM members. CIM requires that its members follow the Institute’s anti-trust compliance rules and procedures when participating in CIM activities. The purpose of these guidelines is not to deter membership in CIM or discourage members from participation in the Institute’s activities. On the contrary, it is to ensure that the conduct of CIM and its members does not raise antitrust issues in any relevant jurisdiction. The Guide is not intended to cover every possible scenario that might arise or to replace legal advice that CIM members may receive from their individual counsel. If you have any questions with respect to this Guide, please contact the Executive Director or the Past President.

Overview of Applicable Competition Laws Competition laws promote or seek to maintain market competition by regulating anti-competitive conduct, with the policy goal of ensuring adequate and healthy competition and consumer protection. Competition law is known as such in Canada, antitrust law in the United States and anti-monopoly law in other jurisdictions. The Competition Act of Canada (the “Act”) is the governing legislation in Canada. Some of the activities addressed in the Act and in foreign antitrust or competition laws include: CIM Governance Policies

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    

Agreeing to fix prices, including sales prices, discounts, rebates, allowances, freight, credit terms, and all other services or conditions integrally related to a sale; Agreeing to divide markets and allocate customers; Agreeing to allocate or limit production (capacity, output, inventories) or sale; Bid rigging, including agreeing on the terms of a bid submitted in response to a call or request for bids or tenders (i.e. “cover bids”), to not submit a bid, or to withdraw a bid submitted; and Agreeing to impose boycotts or refusals to deal with suppliers, customers, or other competitors.

Certain of these practices (e.g. agreements to fix prices, to divide markets and to allocate production) are illegal per se. In short, there are no defences for these activities. Extraordinary caution should be taken to ensure that CIM and its members’ activities do not raise even the appearance of engaging in any of these practices.

Enforcement and Penalties The legal, economic and reputational risks of non-compliance to companies and their directors, officers and employees outweigh any advantages of compliance. Violation of competition and anti-trust legislation may expose a business to significant fines or administrative monetary penalties, and recovery of damages by private parties including class action proceedings. Officers and employees risk imprisonment and fines. Non-compliance can also result in negative publicity, loss of management time, significant legal costs and a prohibition from participating in government bidding processes. The Act is administered and enforced in Canada by the Competition Bureau (the “Bureau”), which is a federal enforcement agency headed by the Commissioner of Competition (the “Commissioner”). The Commissioner’s duties include the investigation of conduct that could contravene the Act. The Bureau has very broad investigatory powers, including search and seizure (including computer records), wiretapping telephone conversations, the subpoena of witnesses for examination under oath, and the ability to order the production of all relevant records and documents. Similar to anti-trust legislation in other jurisdictions, the Act contains both criminal and civil provisions. Criminal offences include bid-rigging and price-fixing, market division/allocation and output restriction agreements between competitors or potential competitors. Penalties and other consequences for such criminal offences include:  Fines of up to $25 million (and in some cases without limit – i.e., in the discretion of the court);  Imprisonment for up to 14 years;  Recovery of damages by private parties, including class action proceedings; and  Prohibition from bidding on government contracts. Civil (i.e., non-criminal) “reviewable matters” under the Act include abuse of dominance (or monopolization as it is referred to in the United States). Violation of these civil provisions may result in:  Administrative monetary penalties of up to $10 million ($15 million for subsequent orders); and  Prohibition orders to stop or modify the conduct.

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Competition Law Compliance Do’s and Don’ts CIM calls upon it members, officers, employees, agents and affiliates to set the highest standards of adherence to the letter and spirit of all applicable competition laws that may be relevant or connected to CIM activities. These guidelines, applicable to all CIM meetings/functions, should not preclude discussions of publicly available information.

DO NOT Do not discuss or exchange information regarding: 1. Individual company prices, price increases, pricing policies, mark-ups, rebates, allowances, credit terms, transportation rates or any other marketing or competitive information affecting pricing; 2. Individual company bids or planned bids, or plans/intentions for responding, or not responding, to bid invitations; 3. Individual company costs or production, capacity, reserves, and output data; 4. Any other individual company confidential statistical or financial information; 5. Individual company strategy regarding capacity, production, expansion, facility opening/closing, distribution or marketing, including proposed territories or customers; 6. Individual company actions, proposals or information relating to actual or potential individual customers and suppliers; 7. The advantages, desirability, or possibility of eliminating or impairing any competition, whether existing or potential, foreign or domestic; 8. Supply chain arrangements particularly those that may entail resale price arrangements, restrictions on markets or customers served, exclusive conditions or incentives, or refusal to supply; and 9. Individual company’s actions or strategies to manage the market, supply, demand, recovery or other conditions affecting competition. 10. Do not participate in any Institute activities that are “off the record”.

DO 1. Make sure that your company is aware of and approves your participation in CIM meetings. Participants are encouraged to seek appropriate competition law compliance training from their company before attending CIM meetings. 2. Prepare and circulate written agendas for all CIM Annual General, Council, Committees, Societies, Districts, Branches and meetings. Conduct all such meetings pursuant to the previously prepared written agendas. 3. Prepare clear, concise, and unambiguous written minutes of each such meeting. Object if the minutes do not accurately reflect the discussion and actions taken. 4. Consult with the Executive Director or the Past President of CIM (see contact information below) if you are concerned that a potential information exchange, discussion or other activity might have an anti-competitive effect. 5. Protest against any discussion or meeting activities that appear to be inconsistent with this Guide, or that might have an anti-competitive effect. If necessary, expressly disassociate

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yourself from any such discussions or activities, request that your position be recorded in the minutes of the meeting, and leave any meeting in which they continue. Contact Information: The Executive Director and Past President may be contacted through the CIM headquarters in Montreal at (514) 939-2710.

Schedule A – Code of Conduct and Competition Law Compliance Undertaking Undertaking with Respect to the CIM Code of Business Conduct, Competition Law Compliance Guide and Conflict of Interest Policy Council members, staff and agents of CIM will at all times conduct themselves in a manner that: 

Supports the objectives of the Organization



Conforms with the By-law and all policies approved by the Council, including the Code of Business Conduct, Competition Law Compliance Guide and Conflict of Interest policies



Serves the overall best interests of the Organization rather than any particular constituency



Exercises the responsibilities of office, at all times, with due diligence, care and skill in a reasonable and prudent manner



Demonstrates good faith, prudent judgement, honesty, transparency and openness in any activities undertaken on behalf of CIM



Ensures that the financial affairs of CIM are conducted in a responsible and transparent manner with due regard for fiduciary responsibilities and public trusteeship



Brings credibility and good will to the Organization



Respects principles of fair play and due process



Strives to ensure that the business of the organization is conducted in a legal, fair, equitable and respectful manner in all matters



Demonstrates respect for individuals in all manifestations of their cultural and linguistic diversity and life circumstances



Respects and gives fair consideration to diverse and opposing viewpoints

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

Demonstrates due diligence and dedication in preparation for and attendance at meetings, special events and in all other activities on behalf of CIM



Avoids and declares real or perceived conflicts of interest



Respects the confidentiality of all information of a personal or privileged nature, particularly those matters dealt with during in-camera meetings of the Council



Does not knowingly take advantage or benefit from information, not publicly available, obtained in the course of duties



Protects and ensures the proper use of property and assets of the organization.



Does not make commitments to outside parties in a way that may limit discretion to act objectively in the exercise of duties or to vote on issues that are or may come before the Council for decision



Does not solicit or accept transfers of economic benefit other than incidental gifts, customary hospitality or other benefits of nominal value



Publicly demonstrates acceptance, respect and support for decisions legitimately taken in transaction of CIM’s business



Does not exercise or seek to exercise authority over the organization except as defined in the terms of a position description, committee terms of reference or otherwise delegated by specific resolution of the Council or general Council policy



Encourages employees to use formal reporting lines to raise issues for management and Council consideration and does not engage in communication with employees in a manner that undermines or subverts the authority of management or the Council



Protects ‘whistleblowers’ from retribution for acting in what might reasonably be construed to be ‘the best interests of the organization’

I have read, understand and agree to conduct myself in accordance with the Code of Business Conduct, the CIM Competition Law Compliance Guide (Appendix C – The Guide), The Conflict of Interest Policy as outlined here and elaborated in CIM’s Governance Policies. In case of doubt with respect to the application of the Code of Business Conduct, the Competition Law Compliance Guide or the Conflict of Interest Policy: 1. I undertake to consult with the Executive Director or Past President [at CIM headquarters – 514 939-2710] and also to report any practice or conduct contrary to the Code of Conduct, the Guide or the Conflict of Interest Policy of which I become aware. I understand that I can do so without fear of retribution. 2.

I understand that:

a. it is the policy of CIM that its Council members, directors and employees comply in all respects with the Code of Business Conduct, Competition Law Compliance requirements, and the Conflict of Interest Policy; and that b. non-compliance with the Code of Business Conduct, Competition Law Compliance Guide or Conflict of Interest Policy is a violation that may result in disciplinary measures up to and including revocation of CIM membership or termination of CIM employment.

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Name

Signature

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Schedule B – CONFLICT OF INTEREST DISCLOSURE CONFLICT OF INTEREST DISCLOSURE FORM

Directors Name: _______________________________________________

I have reviewed my current activities and those of recent years as they may relate to the business of CIM. I have also considered the activities of my spouse and immediate family members, employer and any related business in which I have an interest, in so far as they could be viewed to affect my objectivity and impartiality with respect to my duties as a director of this organization.

I would like to bring the following to the attention of the Council of directors as personal interests that could be perceived or real conflicts of interest: (use a signed attachment for details if necessary)

I hereby certify that, to the best of my knowledge and judgment, I am not in a position of real, potential or apparent conflict of interest except as disclosed above.

I undertake to inform the Council of directors of any change in circumstances or any unforeseen issues that arise in the course of the transaction of this organization’s business that may give rise to unforeseen real, potential or apparent conflict of interest.

I undertake not to disclose or otherwise misuse confidential or privileged information, for purposes of personal gain within the spirit of this commitment, to which I may be privy as a result of my position as a director of this organization.

Signature:

Date:

APPENDIX D – GUIDELINES FOR ESTABLISHING AN INTERNATIONAL BRANCH It is important that the conditions for success are present prior to going to the effort of setting up an international branch. The critical conditions for success are:

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A local champion resident in the country to drive the activities and the potential to develop a leadership and support team, plus one or both of the following two conditions: 1. A strong local presence of CIM members, potential members or Canadian mining and metallurgical companies and/or 2. Weak or no institutes operating locally within CIMâ&#x20AC;&#x2122;s scope of activities and a significant population of local mining and metallurgical professionals looking for a professional institute such as CIM. Requirements for a foreign (International) CIM Branch are: 1. A locally incorporated legal entity 2. A local board of directors and elected officers. (A CIM Council member or the ED should be ex-officio, to maintain communication but limit the personal liability of the individual) 3. Locally arranged Directors and Officers liability insurance 4. By-laws and governance policies that follow the CIM Branch Manual and are consistent with the CIM bylaws, Governance Policies, Code of Business Conduct, The Competition Law Compliance Guide and are adjusted only to comply with local laws and regulations. 5. An operating MOU with CIM, managed by the International Vice President, that will cover: o The use of the CIM name and conditions under which this privilege can be revoked o Support for the branch that will be provided by CIM o Expected activities of the branch o Reporting requirements to CIM including financial status and an annual audit report prepared by an outside independent auditing company.

APPENDIX E â&#x20AC;&#x201C; CIM ORGANIZATIONAL CHARTS

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Council Executive Societies

Districts

Canadian Mineral Processors Society

Eastern District

Environmental and Social Responsibility Society

Central District

Geological Society

Western District

Maintenance, Engineering and Reliability Society

International District

Management and Economics Society Africa District

Metallurgy and Materials Society Mining Society of Nova Scotia Society for Rock Engineering Surface Mining Society Underground Mining Society

To be replaced with updated version eliminating reference to Africa District NOTE: The CIM Council is comprised of the President, Past President, President-elect, Incoming President-elect, the Chair of Audit and Risk Management Committee, chair of each technical society, and representatives elected from the districts. Districts are comprised of branches within a particular region or geographical division. The persons elected by Districts to the CIM Council serve as Vice-Presidents. The Executive Committee is comprised of the President, Immediate Past President, President-Elect, Incoming President-Elect, Chair of the Audit & Risk Management Committee, two (2) Vice-Presidents, the International Vice-President and two (2) Society representatives.

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Council

Executive Director

Executive Committee

& Staff

Technical Publications Committee

Compensation Committee

International Advisory Committee Standing Committee on Reserve Definitions

Governance Committee

Mineral Property Valuation Committee Audit and Risk Management Committee

Estimation Best Practice Guidelines Committee

CIM/CSA Working Committee

Other Ad Hoc Committees

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