Board of Directors
Code of Conduct and Ethics
About the Code
This Code applies to all voting members of the Board of Directors ("Board Members") and members of committees of the Board of Directors who are not themselves Board Members ("Non-Board Committee Members") (collectively “Members”).
This Code is intended to set out basic principles and provide a clear understanding of the expectations of Members necessary for the fulfilment of their duties and obligations to the Company in a manner intended to foster a culture of honesty, integrity and accountability.
Members are expected to conduct themselves in a manner consistent with the values and ethical standards of the Company and to promote the mission, vision and objectives of the Company in all dealings with any employees and volunteers as well as any external person, organization or group with whom Members are involved in matters related to the Company. Members are required to conduct themselves with honesty and integrity and to exercise due diligence while at all times acting in the best interests of the Company.
Members must comply with this Code as well as all other Company policies applicable to Members when acting in their capacity as Members and when engaging in activities or conduct that could impact or affect the Company. Failure to comply with this Code, or any other applicable Company policies, may result in removal of the Member from the Board of Directors or any Board committees, as the case may be.
This Code is to be reviewed annually by each Member at the beginning of the fiscal year and a signed acknowledgement must be provided to the Chair of the Board (“Board Chair”).
If Members have questions about this Code or any other applicable Company policy or need advice regarding their application, it is each Member’s responsibility to seek the advice of the Board Chair without delay.
Discrimination and Harassment
The Company is committed to providing and maintaining a work environment free from discrimination, workplace harassment and sexual harassment, where all individuals are treated with respect and dignity, can contribute fully, and have equal opportunities. The conduct and behaviour of Members must be business-like and free from bias, prejudice and harassment.
Members are bound by and must conduct themselves in a manner that complies with and is consistent with the spirit and intent of the Company’s Policy on Anti-Discrimination and Workplace Harassment (including Sexual Harassment). It is the responsibility of each Member to review and fully understand his or her obligations and responsibilities under this policy.
The Company does not tolerate any acts of violence in the workplace. Workplace violence includes but is not limited to:
- the use of physical force against or by a worker that causes or could cause physical injury. This includes, but is not limited to, physical acts such as punching, hitting, kicking, pushing, damaging property or throwing objects;
- the attempted use of physical force against or by a worker that could have caused physical injury; and
- an action or statement (or series of actions or statements) reasonably believed to be a threat of physical harm or as a threat to safety or security in the workplace.
Conflicts of Interest
The Board of Directors has adopted a formal Conflict of Interest Policy which is attached as Schedule A to this Code for ease of reference. All Members are required to comply with the Conflict of Interest Policy. Conflicts of interest, including circumstances that could create a perception of a conflict of interest, must be immediately reported to the Board Chair to be dealt with in accordance with the Conflict of Interest Policy.
Protecting Personal Information and Confidential Information
While carrying out, performing and fulfilling their duties, Members will have access to and will be entrusted with confidential information concerning the Company, employees, dancers, musicians, interns, volunteers, third parties, clients/customers and confidential or proprietary information entrusted to the Company by others (“Confidential Information”).
Except as the Board Chair may otherwise authorize or as otherwise required by law, no Member shall share, copy, reproduce, transmit, divulge or otherwise disclose any Confidential Information related to the affairs of the Company and each Member will uphold the strict confidentiality of all meetings and other deliberations and communications of the Board of Directors.
No Member will use any Confidential Information in any manner other than in furtherance of his or her duties as a Member.
Upon termination of service, a Member will promptly return to the Company or destroy all documents, electronic files, reference materials and other property containing Confidential Information entrusted to the Member for the purpose of fulfilling his or her obligations and duties as a Member. Such return will not relieve the Member from his or her continuing obligations of confidentiality with respect to any Confidential Information acquired as a consequence of his or her tenure as a Member.
Compliance with the Law and our Policies
Members are obligated to comply with all applicable federal, provincial and local laws, rules and regulations. Members are responsible for reading, understanding and complying with this Code. Any questions or clarification should be directed to the Board Chair. Members must, on a good faith basis, report or cause to be reported information relating to, but not limited to, any of the following:
- A violation or suspected violation of this Code or the law;
- Any improper, inaccurate or misleading information included or to be included in any Company public communication, financial filing or financial statement;
- Questionable accounting, auditing, financial reporting or internal controls;
- Any suspected fraud or theft, or improper use of Company assets; and
- Any claims of retaliation that might constitute retaliation against any person reporting any of the above matters.
Report a Concern or a Breach of the Code - (Whistleblower Policy)
Members are encouraged to speak up if inappropriate behaviour is observed or experienced or when they become aware of a breach or potential breach of this Code. Questions and/or concerns should be directed to either the Board Chair or the Executive Director.
A Whistleblower Policy has been established to provide a means to raise good-faith concerns about serious improper misconduct with protection from reprisal. The Company also provides a method for reporting anonymously through a third party called ConfidenceLine.
Rules of Conduct
The following actions will not be condoned or tolerated. Violation of any of these rules may be cause for removal of a Member from the Board of Directors or any Board committee, as the case may be. This list of Rules of Conduct is illustrative only and is not exhaustive.
Integrity and Judgement
- Dishonesty of any kind, falsification of Company information or records or being an accessory to such falsification (including, but not limited to, forgery, providing false information).
- Violation of any public laws on the Company’s premises or in the course of conducting Company business, including lewdness, vandalism, gambling or felonious acts.
- Unauthorized use (including misuse) of Company equipment, facilities, supplies, documents or systems (including electronic\communication systems, such as email, the internet, the intranet and phone systems). This includes using Company computers to access, send or download information that is illegal or could be insulting or offensive to another person, such as sexually explicit messages, cartoons or jokes, unwelcome propositions, ethnic or racial slurs or any other message that could be viewed as harassment.
- Unprofessional conduct (verbal and/or physical) or participation in any form of unlawful discriminating or harassing behaviour toward another employee, volunteer, customer, supplier, or an invited guest of the Company.
- Unauthorized manipulation and/or distribution of Company financial data.
- Maliciously false, reckless or malicious accusations against another Member, employee, dancer, musician, intern, volunteer, customers, supplier, or an invited guest of the Company.
- Failure to disclose a real or perceived conflict of interest.
Loss Prevention and Safety
- Unauthorized concealment or removal of Company property from Company premises.
- Failure to pay a debt owed to the Company.
- Any activity detrimental to the safety or security of employees, audience members or Company assets (including, but not limited to, physical violence, threats of violence, physical security infractions, defacing or destroying property belonging to the Company, a customer or another employee, and possession of firearms or other dangerous weapons on Company property or at Company-sponsored events).
- Negligent or intentional acts, omissions to act or recklessness that could result in damage to Company property, financial loss to the Company, loss of reputation for the Company or injury to others.
Contact with the Media
Members shall not deal directly with representatives of the media regarding Company matters unless duly authorized by the Board Chair, the Artistic Director or the Executive Director.
Schedule A included: Board of Directors Conflict of Interest Policy
Effective Date: July 1, 2018
Scheduled Review Date: June 1, 2019
Approved by: The Board of Directors
Date: June 28, 2018