Code of Ethics


    Torstar Corporation (“Torstar”) requires high standards of ethical conduct on the part of its Senior Financial Officers. The Senior Financial Officers hold an important and elevated role in corporate governance. They are uniquely positioned and empowered to ensure that the interests of Torstar and its shareholders are appropriately balanced, protected and preserved. 

    This Code of Ethics (the “Code”) sets out the principles and responsibilities that each of the Senior Financial Officers is expected to adhere to and advocate, to the best of his or her knowledge and ability. The Code is intended to supplement Torstar’s general Code of Business Conduct. Senior Financial Officers are bound by the requirements and standards set out in the general Code of Business Conduct as well as those set out in this Code and any other applicable policies and procedures.

    Senior Financial Officers

     

    Senior Financial Officers include the Chief Executive Officer (or equivalent), Chief Financial Officer (or equivalent), Treasurer, Controller (or equivalent), Chief Accountant (or equivalent) and other senior financial managers of Torstar and each of its subsidiaries.

    Code of Ethics

     

    All Senior Financial Officers will, to the best of their knowledge and ability:

    1. Act at all times with honesty and integrity, avoiding actual or apparent conflicts of interest between his or her personal and professional relationships.

    2. Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing his or her best judgment to be subordinated.

    3. Respect the confidentiality of information acquired in the course of his or her work, except when authorized or otherwise legally obligated to disclose such information, and not use confidential information acquired in the course of his or her work for personal advantage.

    4. Responsibly use and control assets and other resources employed or entrusted to him or her by Torstar.

    5. Provide full, fair, accurate, timely and understandable disclosure in financial reports and documents filed with any government agency or self-regulatory organization, or used in public communications.

    6. Comply with all applicable governmental laws, rules and regulations, including the requirements of any applicable stock exchange.

    7. Promote ethical and responsible behaviour among his or her peers.

     

    In addition, each Senior Financial Officer is expected to:

    1. ensure that this Code is communicated at least annually to appropriate staff throughout all financial departments for which he or she is responsible;

    2. discuss with the appropriate senior management level at the relevant subsidiary, or the Chief Financial Officer, Chief Executive Officer or General Counsel of Torstar, in advance, any transaction or other matter that reasonably could be expected to give rise to a conflict of interest;

    3. promptly communicate any known or suspected breach of this Code to the appropriate senior management level at the relevant subsidiary, or to the Chief Financial Officer, Chief Executive Officer or General Counsel of Torstar;

    4. immediately communicate any known or suspected questionable accounting, internal accounting controls or auditing matters in accordance with the Whistleblower Policy or otherwise to the appropriate senior management level at the relevant subsidiary, or to the Chief Financial Officer, Chief Executive Officer or General Counsel of Torstar, or where there is reason to believe that it would be inappropriate under the circumstances to report the concern to any of these persons, to the Chair of the Audit Committee;

    5. acknowledge and certify compliance with this Code annually and file a copy of such certification with the General Counsel of Torstar.
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