PURPOSE AND SCOPE

 

Peak Energy Services Trust (“Peak”) is committed to the highest ethical standards in the conduct of its business, and to preserving the reputation of the Company and its employees for honesty and integrity. This Policy sets out the standard of conduct that Peak requires of its board of directors, officers, employees and contractors.

 

Compliance with Peak’s Code of Conduct is never optional. All employees shall certify in writing that they have read and understand the Code of Conduct, they have not knowingly breached the Code, and that they have no knowledge of unreported violations of the Code by other Peak employees or contractors.  Ethical conduct at Peak is reinforced by the Employee Whistleblower Policy, which provides a safe means for any employee to report in good faith any questionable business practice.  

 

Any violation of this Policy will be taken very seriously by the Company resulting in disciplinary action up to and including termination of employment. If you are uncertain at any time about your obligations under this Policy, you should seek guidance from your supervisor or any member of senior management. 

 

POLICY

 

Legal and regulatory compliance

 

Peak complies with both the letter and the spirit of all laws and regulations that apply to its activities. This compliance is not only a duty, it is also critical to our continuing good reputation and success.

 

All Peak employees are required to uphold this duty and take accountability for their actions. Illegal conduct will not be tolerated. No Peak supervisor shall direct another employee to violate any law or regulation, and an employee’s illegal conduct will not be excused based on the instructions of the supervisor. 

 

Any violation of a law or regulation by a Peak employee is reportable under the Employee Whistleblower Policy. If you are uncertain as to what the law or a regulation requires, you should address your concern to your supervisor or any member of senior management (defined as Vice Presidents and above).

 

Conflict of interest

 

The avoidance of conflict of interest is a central principle of Peak’s Code of Conduct. Conflict of interest is best understood as a situation in which an employee derives an unauthorized personal benefit from his or her actions as a Peak employee. A conflict of interest also exists where that benefit goes to the employee’s family member or friend. All of your business decisions at Peak must be objectively based on the best interests of the Company and removed from even the appearance of providing you with a personal benefit.

 

Examples of a conflict of interest would include, but are not limited to:

 

·         Directing Peak business to a customer, supplier, contractor or competitor in which a Peak employee, family member or friend has a beneficial interest is prohibited unless Peak senior management has determined the business in question is the most suitable business of choice and it is in the best interest of Peak to transact business with the entity in question.

 

·         Accepting gifts or favors from a supplier or customer of Peak (subject to the exception contained in the “Gifts, entertainment and improper payments” section of the Code of Conduct on page 3).

 

·         Making unauthorized personal use of Company resources is prohibited, utilizing Company resources may from time to time be appropriate however must be first authorized byyour immediate supervisor. The use of such resources must not be for personal or monetary gain.

 

·         Doing work for another organization on Peak’s time.  Peak encourages employees to contribute to the community and to charitable and professional organizations through participation. It is a matter of ethical conduct, from time to time these activities may be conducted at a Peak workplace or on Peak time however, doing so must not interferes with your work responsibilities.

 

·         Other Employment. While employed with Peak you have the right to take on other employment, including self-employment. This employment must not create a conflict of interest, interfere in any way with your duties and performance at Peak, be performed on Peak’s time or use any of Peak’s resources.

 

·         Holding a beneficial interest in a company that directly or indirectly competes with any of Peak’s products or services. This is not meant to prohibit the ownership of publicly traded shares in such a company. If you wish to serve as a director of a corporation that may directly or indirectly conflict with Peak’s operations, you are required to disclose this interest to Peak’s President and Chief Executive Officer.

 

You are responsible for reporting to senior management any situation in which you might be in conflict of interest, ignorance or lack of knowledge of this policy is not considered an acceptable defense. Senior management will consider the circumstances and determine whether the situation is acceptable or unacceptable in light of the Code of Conduct. It is not always easy to know where these situations occur, so you should seek guidance if there is any doubt.

 

Confidential information

 

All employees have a duty to protect Peak’s information from unauthorized disclosure. As a general rule, you should consider all information owned by or about the Company to be confidential unless you know that it has been publicly disclosed. Under law, your obligation not to disclose Peak’s confidential information extends even beyond the term of your employment with the Company.

 

Insider trading

 

Securities legislation prohibits you from buying or selling Peak’s units while you are in possession of the kind of confidential information about Peak that could reasonably be expected to have an effect on the market value of those units if other investors also had that information. Such information is known as “material information” and typically includes:

 

·         Earnings and other significant financial information.

·         Operational performance and plans.

·         Knowledge of major changes, new contracts, planned acquisitions or disposals.

 

Trading on the basis of that kind of knowledge is illegal. It is also against the law to share material information with someone outside the Company who then uses it to buy or sell Peak securities.

 

From time to time the Chief Financial Officer will announce a period, usually before the release of quarterly earnings, during which certain employees are prohibited from making discretionary purchases or sales of Company securities because they have access to undisclosed material information. Other trading blackouts will be announced as necessary.

 

Peak’s directors, officers and certain senior managers that are defined in securities legislation as “Insiders” comply with all insider trading reporting requirements that require public disclosure of their trading in the securities of Peak.

 

To ensure you do not violate insider trading laws when buying or selling Peak securities, you should seek guidance from the Chief Financial Officer in situations of uncertainty.

 

Gifts, entertainment and improper payments

 

It is a violation of the Code of Conduct for any Peak employee to either give or receive a gift or payment with the intention of influencing a business decision or rewarding anyone for doing business with Peak. Bribery and kickbacks are illegal and will never be condoned by Peak. To be more specific, Peak will not allow the exchange of funds or gifts between a Peak employee and a representative of any government agency, political party or candidate, customer, supplier, competitor or any other person where the exchange is intended to influence or compromise the conduct of the recipient. Notwithstanding the foregoing, it is acceptable to exchange small gifts or host entertainment in the normal course of business provided the value of such exchanges is nominal, it does not occur repeatedly and it does not create a sense of obligation.  

 

Relationships with customers, suppliers and competitors

 

Peak aspires to the highest standards or honesty and fair competition. Every Peak employee is expected to deal fairly and respectfully with our customers, suppliers and competitors. This means we do not try to take unfair advantage of anyone through illegal conduct, manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other deceptive or dishonest act. 

 

In all transactions with suppliers, Peak seeks best value in terms of quality, price, term and on-going support. This will not be obtained through unethical dealings, terms that are unfair to the supplier, or practices that have even the appearance of conflict of interest.

 

All interaction with competitors will be conducted with the expectation of mutual respect. Peak will not endeavor to undermine a competitor’s reputation in order to acquire or retain business.

 

Accurate accounting and public disclosure

 

Peak lives up to the highest ethical standards in accounting and public disclosure. All transactions are recorded honestly and promptly and in full compliance with generally accepted accounting principles. The Company has established and maintains systems of internal control over financial reporting that, along with all financial records and statements, are subject to independent audit examination. Auditors have access to the Audit Committee, including regular meetings without management present. Peak provides regular financial reporting and disclosure in compliance with securities legislation.

 

Peak employees are prohibited from creating any unreported accounts or funds and from intentionally misclassifying or falsely recording any accounting transaction. Employees will not be pressured by management or induced by compensation practices to process fraudulent or misleading accounting entries. Peak’s “confidence line” enables any employee to safely report an occurrence of questionable accounting practices, including any effort by management to improperly override established internal controls.