Code of Business Conduct and Ethics Policy

1. Scope

For the purposes of this policy, CASA includes every director, officer and employee of CASA which the responsibility to obey the law and act ethically.

This Code has been adopted by the Board of Directors of the Corporation and extends to every CASA Person, including full-time, part-time and temporary employees and contractors of CASA.

2. Purpose

CASA is committed to maintain a high standard of good conduct and ethical behaviour as it carries out its business. This Code affirms that commitment, with the goals of sensitizing you to significant legal and ethical issues that arise in our business, providing guidance on appropriate behaviour and identifying mechanisms available to support you, including reporting illegal or unethical conduct.

Accordingly, the following principles for good conduct and ethical behaviour have been adopted.

  1. Responsibility Under the Law
  2. Responsibility to CASA
  3. Responsibility to Shareholders
  4. Responsibility to Colleagues
  5. Responsibility to Business Partners
  6. Responsibility to Report Violations

There may be occasions where you are confronted by circumstances not covered by policy or procedure and where you must make a judgment as to the appropriate course of action. In such cases, please approach your supervisor, a member of the human resources department, the General Counsel or any member of senior management for guidance on proper conduct.

3. Personal Accountability

Each CASA Person will be provided with a copy of this Code and will be required to comply as a term of office or employment. Conduct that violates this Code may also violate federal, provincial or state law and can subject both CASA and that CASA Person to prosecution and legal sanctions. Further, a CASA Person who violates this Code may face disciplinary action up to and including termination of their employment with CASA for just cause without notice or payment in lieu of notice.

4. Responsibility Under the Law

Each CASA Person will conduct the business of CASA in compliance with laws, rules, regulations and other legal requirements applicable wherever CASA is carrying on business. CASA’s policies and procedures are designed to ensure compliance with the law, where CASA may operate. We acknowledge our obligation to be informed and seek clarification of local laws and regulations in jurisdictions in which CASA operates.

5. Responsibility to CASA

A CASA Person shall not engage in any outside business or activity that is detrimental to CASA. Each CASA Person is expected to spend their full time and attention performing their jobs during normal business hours or as contracted.

Conflict of Interest

Business decisions and actions on behalf of CASA must never be influenced by personal considerations or personal relationships. A “conflict of interest” exists when a person’s individual interests interfere with or conflict in any way with the interests of CASA.

Conflict situations may arise when a CASA Person takes an action or has an interest which makes it difficult to objectively and effectively perform their duties. CASA property, information or position within the company may not be used to create personal or family benefit. Loans to, or guarantees of obligations of, such persons are likely to pose conflicts of interest, as are transactions of any kind between CASA and any other organization in which a CASA Person or members of their families have an interest.

Each CASA Person must avoid any arrangement or circumstance, including family or personal relationships that may compromise their ability to act in the best interest of CASA. These situations may or may not present an actual conflict, but must be carefully reviewed.

Even if there is no actual conflict, the appearance of conflict may pose a problem and needs to be avoided. You must promptly disclose all potential conflicts of interest, including those where even an appearance of a conflict may exist, to your supervisor.

It is not always easy to determine whether a conflict of interest exists, so any potential conflict of interest must be reported immediately to your supervisor, a member of the Audit Services group, the General Counsel.

Outside Directorships

A CASA Person shall not serve as a director, officer, partner, consultant or any other role in any unaffiliated profit-making organization if that entity competes with or provides goods or services to CASA, without CASA’s prior consent. Please advise the General Counsel prior to accepting such a role so the potential conflict can be properly assessed.

Gifts and Entertainment

A CASA Person must be prudent in offering or accepting gifts (including tickets to sporting, recreational or other events) to or from a person or entity with which CASA does or seeks to do business. The value of gifts should be nominal, both with respect to frequency and amount. Gifts that are repetitive (no matter how small) may be perceived as an attempt to create an obligation to the giver and are therefore inappropriate. Likewise, business entertainment should be moderately scaled and intended only to facilitate business goals.

Corporate Opportunities

Each CASA Person owes a duty to advance CASA’s legitimate interests whenever an opportunity arises and should never attempt to become involved in a business that may compete with CASA nor attempt to acquire an interest in a business or other assets in which CASA might reasonably be expected to have an interest, without first offering the opportunity to CASA.

Confidential Information

Confidential Information is one of CASA’s most valuable corporate assets. Confidential information includes all non-public information that may be of use to competitors or harmful to CASA or its customers or a CASA Person if disclosed. It includes information deemed to be proprietary to CASA, whether patented or not. It also includes information that suppliers and customers have entrusted to CASA. Each CASA Person shall maintain the confidentiality of information entrusted to them except in circumstances where disclosure is authorized or legally mandated. Confidential information shall not be used for personal gain. Person who leaves CASA has an ongoing obligation to keep such information confidential. Each CASA Person shall adhere to CASA’s Disclosure and Insider Trading Policy.

Protection and Proper Use of CASA’s Assets

Each CASA Person shall ensure that CASA’s assets are protected and properly and efficiently used for legitimate business purposes. CASA’s resources include company time, materials, supplies, equipment, information, electronic mail and computer systems. These resources are generally only to be used for CASA-specific purposes.

Each CASA Person shall protect CASA’s assets. CASA’s managers are specifically responsible for establishing and maintaining appropriate internal controls to safeguard CASA’s assets against loss from unauthorized or improper use or disposition.

Use of Internet and Email

CASA’s computer networks and information resources include electronic mail and messaging systems, internal Intranet and the public Internet. CASA’s computer resources and networks are provided for company-related business purposes. Excessive personal use is inappropriate. Use of CASA’s computer resources to view, retrieve or send sexually-related or pornographic messages or material; violent or hate-related messages or material; bigoted, racist or other offensive messages or other messages or material related to illegal activities is strictly prohibited.

Use of CASA’s Name

A CASA Person must not use their employment status to obtain personal gain from those doing or seeking to do business with CASA. Employees may not use CASA’s name or purchasing power to obtain personal discounts or rebates unless the discounts are made available to each CASA Person.

Patents and Inventions

Inventions, discoveries and copyright material, made or developed by employees in the course of, and relating to, their employment with CASA are the property of CASA unless a written release is obtained or covered by contract.

Business Records and Communications

CASA is responsible for the integrity of the reports, records and communications we create or maintain for CASA. All entries in the books, records and documents of CASA must be accurate with no false or misleading entries, including financial reports, sales reports, expense reports, time sheets and other similar reports. Documents, records or objects must not be altered, distorted, concealed or destroyed other than in accordance with normal course of business from time to time.

Reporting Integrity

No false, artificial or misleading entries in the books, records and documents of CASA shall be knowingly made for any reason and no CASA Person shall engage in any arrangement that results in such prohibited acts. All periodic reports filed by CASA shall be in accordance with CASA’s Disclosure Policy, and will include full, fair, accurate, timely and understandable disclosure.

6. Responsibility to Shareholders

Public Disclosure

As a public company, it is critical that CASA’s filings and submissions with the appropriate securities regulatory authorities and other public communications be full, fair, accurate, timely and understandable. All periodic reports filed by CASA shall be in accordance with CASA’s Disclosure Policy, and will include full, fair, accurate, timely and understandable disclosure.

Insider Trading

CASA’s shares and other securities are publicly traded and the market prices are based on public knowledge of CASA. Investors could gain an unfair advantage through material non-public information that might affect their decisions to buy and sell. Trading on, or “tipping” others about material non-public information about CASA or the companies we do business with could result in serious civil and criminal penalties for individuals at CASA. You must also abide by CASA’s Insider Trading Policy.

7. Responsibility to Colleagues

Providing a safe, orderly and tolerant work environment is the responsibility of each CASA Person.

Workplace Conduct

Discrimination or harassment against any individual with respect to race, religion, age, gender (including pregnancy and childbirth), marital status, family status, sexual orientation, national or ethnic origin will not be tolerated.

Workplace Safety

CASA is committed to a safe and healthy workplace and believes it is a joint responsibility of CASA and each CASA Person. Each CASA Person is responsible for taking all reasonable and necessary precautions to ensure their own safety as well as that of their colleagues. CASA must comply with all applicable safety laws and policies and procedures to ensure the safety of our workplace at all times.

8. Responsibility to Business Partners

Ethical behaviour requires the observance of reasonable commercial standards of fair dealing. Each CASA Person should endeavour to deal fairly with CASA’s customers, suppliers, competitors, employees and stakeholders. No CASA Person will take unfair advantage of anyone through illegal conduct or act in a manner that is dishonest or outside reasonable commercial standards of fair dealing.

External Business Practices

CASA will not look favourably on suppliers that have a history of violating the law, including employment and safety laws. External business partners that knowingly seek to have a CASA Person violate our Code of Conduct will be subject to appropriate sanctions, including the possible cancellation of all current and future contracts and arrangements.

Purchasing Practices

Each CASA Person must base all purchasing decisions on the value realized by CASA and alignment with our business standards and goals. Important considerations in purchasing decisions including competitive bidding, incentive-based contracts, quality verification, confirming the legal and financial condition of the potential supplier and avoiding personal conflicts of interest. CASA expects any purchasing arrangement or agreement to be properly documented.

9. Responsibility to Report Violations

Each Precision Person is encouraged to promote ethical behaviour in things they do and to ensure a healthy, ethical workplace. Violations of laws, rules, regulations or this Code are to be reported.

How to Raise a Concern

If a CASA Person becomes aware of a breach or possible breach of applicable laws, rules or regulations or of this Code, they are expected to report such breach.

In the case of an employee, the report should be made to the employee’s immediate supervisor, if appropriate. If the reporting person is of the view that it would be more appropriate under the circumstances to take the breach or possible breach of this Code or other laws, rules or regulations to higher levels, due to either the nature of the breach or if earlier reports through normal channels have not been acted upon, then that person may directly contact a member of the Audit Services group, the General Counsel or the Audit Committee of the Board through the anonymous confidential Whistleblower policy.

Encouraging the Reporting of Any Illegal or Unethical Behaviour

Each CASA Person is encouraged to promote ethical behaviour in things they do and to ensure a healthy, ethical workplace. Violations of laws, rules, regulations or this Code are to be reported.

Officers and management of CASA shall not retaliate against any CASA Person who reports in good faith on any matter which is in contravention of this Code. CASA’s directors will not knowingly allow any retaliation by officers or management in respect of reports made in good faith by any CASA Person.

Waivers

Any CASA Person whose conduct or actions have failed to meet or whose conduct or actions may not meet the principles and standards set out in this Code must immediately report such failure to their supervisor, Audit Services, the General Counsel or through the anonymous Whistle blower policy. If the reporting contains a request for a waiver of such conduct, that request shall be reviewed by management and may require approval by the Audit Committee. In the event of a failure to comply with this policy, the Audit Committee shall examine the circumstances related to the failure and make an appropriate recommendation to the Board of Directors of the Corporation, as the case may be. CASA will promptly disclose waivers of this Code as required by applicable law or the rules of any stock exchange on which the shares of the Corporation are listed for trading.

Any waiver, exception or change to this policy for the benefit of any CASA Person must be in writing and sign by the President and Chief Executive Officer, unless the exception or change is for the benefit of any, director or officer, in with case it must be in writing and granted by the Board of Directors only.