Code of Business Conduct


    TORSTAR CORPORATION

    CODE OF BUSINESS CONDUCT

    This Code of Business Conduct applies to all employees and directors (collectively, the "Employees") of Torstar Corporation and its affiliates (collectively, "Torstar") including the Chair of the Board and the Chief Executive Officer.

    The purpose of this Code is to ensure that Employees act honestly, responsibly, legally and ethically, both internally and externally, and in the best interests of Torstar. No Employee is to subvert Torstar’s interests to his or her own, nor should Employees use their positions at Torstar for unfair personal advantage. This Code of Business Conduct is a guide that is intended to sensitize Employees to significant legal and ethical issues that arise frequently, and to the mechanisms available to report illegal or unethical conduct. It is not, however, a comprehensive document that addresses every legal or ethical issue that an Employee may confront, nor is it a summary of all laws and policies that apply to Torstar’s business. In the end, no code of business conduct can replace the thoughtful behaviour of an ethical Employee.

    Torstar commits itself to operating within the framework of the laws and regulations which govern its business. Employees shall become familiar with those laws and regulations to ensure that business conduct complies with those requirements and Torstar policies. All Employees shall maintain the security and confidentiality of customer, employee and corporate records and information.

    The Board is responsible for monitoring compliance with this Code. Any waivers from the Code that are granted for the benefit of directors or members of the Torstar Executive Leadership Team may only be granted by the Chair. Any waivers that are granted will be disclosed in accordance with National Policy 58-201.

    1. COMPLIANCE WITH THE LAW:   Torstar and its Employees shall comply with all lawful requirements, both domestic and foreign, applicable to Torstar’s business. Torstar’s activities are subject to complex and changing laws in Canada. Ignorance of the law is not, in general, a defence should such laws be contravened. Whenever an Employee is in doubt about the application or interpretation of any legal requirement, the Employee should refer the matter to his or her supervisor who, if necessary, should seek the advice of the CFO or the General Counsel.

    2. FINANCIAL DOCUMENTATION:   All accounting and entries into the books and records of Torstar Corporation shall conform to generally accepted accounting principles and to all applicable laws and regulations. All transactions are to be accurately documented and accounted for. Torstar funds shall be retained in bank accounts in the name of Torstar. In addition, no Employee shall fraudulently influence, coerce, manipulate or mislead any independent public or certified accountant in the performance of an audit of Torstar’s financial statements for the purpose of rendering such financial statements materially misleading. All senior financial officers and managers shall comply with the Code of Ethics for Senior Financial Officers.

    3.   CONFLICT OF INTEREST: Employees should avoid situations in which their personal interests interfere or conflict in any way, or might appear to interfere or conflict with, the interests of Torstar.  Not only actual conflicts of interest but the very appearance of conflict should be avoided. Many situations could give rise to real or potential conflicts of interest, and it is not possible to list all such situations. We have provided a few examples below.

    An Employee could be considered to be in a conflict of interest situation if the Employee, a family member, or someone with whom the Employee shares a close personal relationship, has a financial interest, or is a director, partner, officer, employee or agent, in a corporation, partnership or other organization that is a supplier or prospective supplier, does business with Torstar, or is a competitor of Torstar.  A conflict will also arise if an Employee participates in any activities or acquires any interests that would tend to deprive Torstar of the time or attention required to perform his or her duties properly. Individuals who perform specialized services such as editorial work for Torstar should not perform such services for a competitor. Any of these situations should be discussed with your manager and reported through the Declaration of Conflict of Interest procedure described in Section 18.

    In addition, an Employee will be considered to be in a conflict of interest situation if the Employee is engaged in a close personal relationship (including a romantic, sexual, family or other similar relationship) with an Employee who reports directly or indirectly to him or her, unless approval has been obtained from the Chair, CEO or President of the Employee’s business division, an appropriate oversight arrangement has been put in place, and the situation has been reported through the Declaration of Conflict of Interest procedure described in Section 18.

    Without limiting the foregoing, Employees are prohibited from: (a) taking for themselves personally or for family or other close personal relations, opportunities that properly belong to Torstar; (b) using corporate property, information or position for personal gain; (c) competing with Torstar; and (d) using their positions to influence public officials or others for personal benefit, or using their employment as leverage to gain favours from customers, suppliers, or advertisers.

    In addition, no Employee and/or his/her immediate family shall have any investment except for a passive investment of up to 5% in, or relationship with, an outside organization that might possibly conflict with the best interests of Torstar unless approved by the Chair, the CEO or the President of the Employee’s business division.

    Situations which could be perceived as in conflict should be reported through the Declaration of Conflict of Interest procedure described in Section 18. When in doubt, it is best to disclose and report a potential conflict of interest.

    4.   DEALINGS WITH PUBLIC OFFICIALS: All dealings between Employees and public officials are to be conducted in a manner that will not compromise the integrity or impugn the reputation of any Employee or Torstar. Torstar and its representatives will not engage in or undertake lobbying activities as defined in the Lobbying Act (Canada), the Lobbyists Registration Act (Ontario) or any other applicable lobbying legislation or regulations without (a) the prior express approval of the CEO or CFO, and (b) working with the General Counsel to ensure that all registration requirements under the applicable legislation, regulations and related laws are met.

    5.   PROTECT ASSETS: Employees shall take reasonable steps to protect Torstar’s assets. Torstar’s assets are to be used for the benefit of Torstar, not for personal benefit. Employees will take steps to protect Torstar’s copyrights, trademarks and other intellectual property, data and customer lists and will respect the property rights of other persons. Information transmitted through Torstar resources implies affiliation with Torstar and should therefore reflect positively upon Torstar. Employees shall comply with the terms of the email and internet acceptable use policies in place at Torstar and within the applicable business division.

    6.   CONFIDENTIALITY: Employees may create or be exposed to confidential information of Torstar and its customers and employees. Employees are responsible for safeguarding such information and should not disclose it to anyone (including family members) who does not have a genuine “need to know” such information. In addition, Employees must comply with Torstar’s Corporate Disclosure Policy regarding the disclosure of confidential and material information. All corporate information that is of a confidential and/or sensitive nature, including without limitation pending transactions or financial results, that has not been released to the public, is to be kept confidential and not shared with any other person (except for employees or other persons hired by Torstar that are working on the matter) except as decided by official spokespersons for Torstar, the Chair or CEO or their designates. The proceedings and all documentation of the Board and its committees are for discussion only with the directors and officers involved.

    In addition, Employees should not use or disclose confidential information that belongs to a previous employer without the explicit consent of that employer. Employees who leave Torstar have a continuing obligation to protect Torstar’s confidential information.

    Violation of the Corporate Disclosure Policy is also a violation under this Code. A copy of the Corporate Disclosure Policy is available from the General Counsel and questions concerning the Disclosure Policy may be directed to Torstar’s CFO or General Counsel.

    7.   OUTSIDE ACTIVITIES: Torstar will not take part in any partisan political activity. No Employee of Torstar is authorized to make any contributions or expenditures of Torstar funds, provide any use of Torstar facilities, equipment or supplies to support or oppose political activity in any jurisdiction (except with the explicit approval of the CEO of Torstar). This Code does not restrict or infringe upon the right of any Employee individually to decide whether, to whom, and in what amount, he or she will make personal political or charitable contributions. The same is true of volunteer political or charitable donations of personal service time, so long as it does not interfere with the working status of Employees.

    If an Employee is seeking an elective or appointed public office that in any way will affect the individual’s work performance or require time off, the Employee must notify the President of the Employee’s business division so that there is a clear understanding of Torstar’s policy relating to pay, leave and similar issues. Employees are expected to devote their full time and attention to the business of Torstar during the business hours for which they are employed. Where other employment or volunteer activities do or may require significant amounts of an Employee’s time, that employment or activity must be approved by the CEO or President of the Employee’s business division. Directors who believe that their outside activities conflict with their responsibilities to Torstar should discuss such activities with the Chair.

    8.   INSIDER TRADING: Employees are expected to comply with Torstar’s Insider Trading Policy. Such policy includes provisions such as: (i) insiders may trade only during "open windows" following the release of quarterly financial information or other material information (insiders are notified of the open windows); and (ii) Employees who are not insiders but who have access to information which could materially affect the price of Torstar securities are obligated to conduct themselves as insiders in all respects except for the filing of insider trading reports. Violation of the Insider Trading Policy is also a violation under this Code. Any questions about insider trading should be directed to Torstar’s General Counsel.

    9.   BRIBES & KICKBACKS: The use of Torstar funds or assets for any unlawful or unethical purpose (including without limitation offering, giving, soliciting or receiving bribes, kickbacks or inducements) is prohibited. Torstar is subject to legislation in Canada and in other countries that prohibits corrupt practices in dealing with foreign public officials, and such practices may be considered criminal actions under some statutes. These laws make it an offence to make or offer any form of payment, gift or other benefit to a public official in order to induce favourable business treatment, such as retaining business or an inducement to having a law or regulation introduced, enacted, defeated or violated. Since the furnishing of even an inexpensive gift or benefit to a public official may be open to the interpretation that it was furnished illegally to secure the use of his or her influence as a public official, no such gift or benefit should be furnished without the prior authorization from the CEO or CFO of Torstar or the President of the Employee’s business division.

    10. GIFTS & ENTERTAINMENT: Employees may not offer or accept any gifts or entertainment from any person who furnishes or seeks to furnish products or services to Torstar through that Employee, other than gifts or entertainment of modest value that are in accordance with normal and acceptable business practice. “Gifts and entertainment” includes things such as tickets to sporting and cultural events, meals, beverages, travel, accommodation, and other goods and services for which the recipient does not pay fair market value. As a general guideline, entertainment and meals are acceptable as long as they are infrequent and within the boundaries of reason and moderation. 

    Each employee must exercise good judgment in determining if a particular gift or entertainment falls within normal and acceptable business practice. Some useful considerations are: (a) could the gift or entertainment be perceived to unfairly influence a business decision? (b) is the gift or entertainment moderate, reasonable and in good taste? (c) if you feel (or are attempting to exert) any pressure to grant special favours as a result of the gift or entertainment; (d) would the gift or entertainment stand up to public scrutiny (e.g. would it cause any embarrassment to you, the other party or Torstar if you were required to disclose the giving or receiving of the gift in front of other customers, suppliers, employees, family members or other members of the public)? 

    If you have any doubt about the acceptability or legality of any particular gift or entertainment, you should consult your manager or Torstar’s General Counsel.   Any exceptions to this policy require the specific prior approval of your division’s business leader, and must be reported to the General Counsel by filing a conflict of interest declaration form.

    Some of Torstar’s operations may be subject to stricter rules regarding the receipt of gifts and entertainment. Employees are required to comply with any specific rules applicable to their division, in addition to the requirements of this Code of Business Conduct.

    11.   ANTI-COMPETITIVE ACTIVITIES: Employees are expected to carry out their duties in accordance with Torstar’s Competition Law Compliance Manual. Among other matters, Torstar is prohibited by law from combining, conspiring or agreeing with its competitors to limit competition in any of its business. Torstar may not fix prices or allocate markets or customers between Torstar and any competitor.

    12.   EMPLOYEE RELATIONS: Torstar is committed to ensuring that its Employees are treated fairly, paid appropriately, hired and promoted without discrimination by reason of race, ancestry, place of origin, nationality or ethnic origin, colour, citizenship, creed, religion, age, gender, gender identity, gender expression, sexual orientation, family status, marital status, record of offences, disability or other prohibited grounds of discrimination. Employees should have a workplace free of harassment and workplace violence. All Employees are expected to comply with Torstar’s harassment and respect in the workplace policies and any other policies on employee relation matters such as health and safety, security, labour relations and substance use. 

    13.      ONE ABOVE APPROVAL: All Employees shall seek one-above approval from their manager before hiring any other Employee, terminating the employment of any Employee, or amending the compensation arrangements for any Employee.

     

    14.       PRIVACY: Employees are expected to comply with Torstar’s privacy policy (or the policy applicable to the Employee’s business division) regarding personal information collection and handling practices.

     

    15.       ENVIRONMENT: Employees are expected to comply with Torstar’s environmental compliance policy and consider the impact on the environment of corporate decisions. It is a policy of Torstar to comply with the letter and spirit of all applicable environmental laws, regulations and standards. 

    16.   RECORDS RETENTION: Certain records received or generated at Torstar must be retained for specified periods of time. Legal and regulatory practice requires the retention of certain records for various periods of time, particularly in the tax, personnel, health and safety, environmental and financial areas. In addition, when litigation or a governmental investigation or audit is pending or imminent, relevant records must not be altered or destroyed until the matter is closed. Destruction of records to avoid disclosure in a legal or governmental proceeding may constitute a criminal offence.   Employees are expected to comply with any applicable document retention policies and requirements.

     

    17. GOVERNMENT INVESTIGATIONS: It is Torstar’s policy to cooperate with any appropriate governmental investigation, provided that Torstar is adequately represented in such investigations by its own legal counsel. Any time an Employee receives information about any new non-routine government investigation or inquiry, this information should be communicated immediately to the CEO, President of the Employee’s business division or the General Counsel. Most routine government dealings (for example, labour inquiries and routine tax audits) can be handled by the Employee responsible for such matters. However, if an Employee believes that a routine audit may evolve into a more formal government investigation, the CEO, President of the Employee’s business division or the General Counsel should be contacted. 

    18. CODE OF BUSINESS CONDUCT COMPLIANCE REPORT: Torstar and its subsidiaries shall require the Chair and senior staff and may require other Employees designated from time to time to:

                Declare annually that they have complied with this Code of Business Conduct by signing the form attached as Appendix A; and

                To review and sign, when necessary, the Declaration of Conflict of Interest form attached as Appendix B.

    All Employees must complete and file, when applicable, the Declaration of Conflict of Interest with the CEO or President of their business division, and provide a copy to the General Counsel.

    The Chair and all other directors and senior staff of Torstar shall file a Compliance Report and, when applicable, Declaration of Conflict of Interest with Torstar’s General Counsel. Senior staff of each subsidiary shall file Compliance Reports with the President of their business division (who shall forward the reports to Torstar’s General Counsel).

    The General Counsel shall deliver an annual compliance report to the Board of Directors of Torstar each year.

     

    Any questions regarding this Code should be directed to the CEO, the President of your business division, or Torstar’s General Counsel.

     

    19.       DUTY TO REPORT: Every Employee has a duty to adhere to this Code and all of Torstar’s statements and policies. It is the right and responsibility of each Employee to report to his or her supervisor, the CEO, President  of the Employee’s business division, the General Counsel of Torstar, or the Chair without fear of reprisal (and in complete confidentiality) any questionable, unethical or illegal activity of which the Employee becomes aware. Any concerns regarding questionable accounting or audit matters should be reported in accordance with the Torstar Policy for Addressing Accounting or Auditing Concerns (the “Whistleblower Policy”). 

    Torstar will not permit any form of retaliation, (including discharge, demotion, suspension, threats, harassment or any other form of discrimination) against an Employee who has truthfully and in good faith: (i) reported violations of this Code; (ii) lawfully provided information or assistance in an investigation regarding any conduct which the Employee reasonably believes constitutes a violation of applicable securities laws or applicable federal laws relating to fraud against shareholders; (iii) filed, caused to be filed, testified, participated in or otherwise assisted in a proceeding related to a violation of applicable securities laws or applicable federal laws relating to fraud against shareholders; or (iv) provided a law enforcement officer with truthful information regarding the commission or possible commission of a federal offence, unless the individual reporting is one of the violators. Torstar will strictly enforce this policy and will treat retaliatory action as a violation that is subject to the same disciplinary measures, up to and including termination, as the prohibited, discriminatory or harassing conduct.

    20.       DISCIPLINE:  Failure to comply with this Code may lead to disciplinary action being taken, including termination of employment. Managers, officers and directors may also be subject to disciplinary action if they condone misconduct or do not demonstrate the appropriate leadership to ensure compliance with the Code. Where a concern arises over the conduct of a director or the CEO in relation to this Code, the Chair will serve as an independent authority for overseeing the review and disciplinary process of the involved individual.

    APPENDIX A

    CODE OF BUSINESS CONDUCT

    I have read and understood Torstar’s corporate Code of Business Conduct and the other Torstar policies referred to in the Code, including the Competition Law Compliance Manual, Insider Trading Policy and Whistleblower Policy. I understand that full compliance with the Code and the other Torstar policies is expected under all circumstances.

    I acknowledge that I have complied, to the best of my knowledge, with the Code and the other Torstar policies referred to in the Code. I am not involved in any situation that constitutes an actual or potential conflict of interest with Torstar, except to the extent declared and approved in a Declaration of Conflict of Interest attached to this acknowledgement.

    I agree that Torstar may, from time to time, require that I execute periodic renewals or alternative versions of this acknowledgement.

    I also agree to give immediate written notice to the Chair of the Board, CEO, President, Human Resources representative or General Counsel, of any change in circumstances that adversely affects or may affect my compliance with the Code or the other Torstar policies referred to in the Code.

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