A reputation of credibility, integrity and trust built on a foundation of operational excellence, continuous improvement; strong corporate values, high ethical standards, lawful conduct and corporate responsibility are first and foremost for Tanager.

Contractors, consultants, representatives and agents must comply with Tanager’s COBE and for the purpose hereof are included in the definition of Employee.

Each director, officer and employee (collectively “Employees”) of Tanager. Are expected to act in a manner that will enhance Tanager’s reputation for honesty, integrity and reliability.  Our Code of Business Ethics (“COBE”) is a statement of the Company’s business practices and how we do business. It reflects our commitment to a culture of honesty, integrity, and accountability.  The COBE applies to every Employee of Tanager Energy Inc. and compliance is a condition of employment.

No code or policy can anticipate every situation that may arise. The COBE sets out fundamental principles to guide us and covers a wide range of business practices and procedures. It does not describe every circumstance that is subject to the COBE.  Ultimately, personal judgment must be relied upon to determine the appropriate activities required to maintain personal and cooperate integrity.  The COBE provides an overall framework for the policies of Tanager Energy Inc.  If after reviewing the COBE, you have questions, please seek additional guidance from your immediate supervisor, management or legal representative.

FUNDAMENTAL PRINCIPLES


  1. Compliance with the Law the Companies will conduct their business in compliance with the letter and spirit of all laws, regulations and other legal requirements applicable wherever Tanager Energy Inc. is carrying on business.  Employees have a duty to inform themselves of any laws relevant to their particular activities. If any uncertainty arises as to whether a course of action is within the letter and spirit of the law, advice should be obtained from Management who intern will consult their Legal representative.
  2. Conflict of Interest Employees must ensure that no conflict exists between their personal interests and those of the Companies.  Employees should also exercise reasonable care and diligence to avoid placing themselves in positions that may be perceived as conflicts.  If any Employee believes at any time that they may have created a situation of personal conflict, the conflict should be reported to their senior level designate.
  3. Confidential Information In the course of employment, Employees may have access to information that is the property of Tanager Energy Inc.’s or the property of its clients or other third parties.  This information may constitute valuable information, know-how or trade secrets and may be non-public, confidential, privileged, or of value to competitors of the Company or that may be damaging to the Company if improperly disclosed.  Employees agree to hold all such information in confidence until its public disclosure by the owner of the confidential information, and shall access it only on a “need to know” basis, copy or reproduce it only as needed to perform work, return all such information in their possession upon demand and not disclose it or make it available to any other party without the prior written consent of the owner of the information. Employees, who leave Tanager Energy Inc., have an ongoing obligation to keep such information confidential.
  4. Fiscal Integrity and Responsibility All Employees are responsible for protecting Tanager Energy Inc.’s assets, and Management are specifically accountable for establishing and maintaining appropriate internal controls to safeguard the Company’s assets against loss from unauthorized or improper use or disposition.
  5. Safety and Environment Tanager Energy Inc. is committed to providing a safe and healthy working environment and protecting the public interest with standards and programs that meet or exceed industry standards and applicable government codes, standards and regulations in all jurisdictions in which it does business. All Tanager Energy Inc.’s operations are to be conducted in a manner that seeks to protect the health and safety of Employees and all people in the communities where the Companies operate.  All Tanager Energy Inc.’s Employees are responsible for supporting the Company’s commitment to environmental responsibility. Tanager Energy Inc. is committed to ensure Employees have adequate training in all aspects off safety that directly relates to their work activities in order to fulfill Tanager Energy Inc.’s mandate as a safe, environmental responsible operator.  Further, Tanager Energy Inc. is committed to ensuring that Employees are in appropriate mental and physical condition while performing their duties so that business activities are conducted in a safe and responsible manner to avoid preventable injury and property damage.
  6. Employment Practices Tanager Energy Inc. is committed to providing and maintaining a workplace that ensures that all members of its organization are treated with dignity and respect.  All Employees have the right to work in an atmosphere that provides equal employment opportunities and is free of discriminatory practices and harassment.
  7. Reporting Any Illegal or Unethical Behavior Employees are obligated to promptly report any problems or concerns or any potential or actual violation of the COBE.  The Employee’s first action should be to raise the problem with his or her supervisor. If that is not possible for some reason or if taking it to his or her supervisor does not resolve the matter, it is the Employee’s responsibility to take it up the chain of Management. Tanager Energy Inc.’s policy strictly prohibits reprisals or retaliation against anyone who files an ethics concern or complaint.
  8. Compliance and Enforcement Compliance with the COBE is a condition of employment for each Employee.  Although all Employees are responsible for ensuring prompt and consistent action against COBE violations, management and, in certain situations, the Board of Directors or its Committees are ultimately responsible for the investigation of an appropriate response to reports of suspected violations of COBE.
  9. Approval and Waivers When a provision of the COBE permits approval of a departure from the requirements of that provision, such approval shall be requested in advance from the appropriate party as described by that provision.  Such approval will only be provided in circumstances where it is considered appropriate and where granting of such approval will not present a material financial or reputation risk to the Company. Every effort will be made to resolve potential non-compliance with COBE when disclosed promptly to Management and when the parties involved have acted in good faith.  Waivers of non-compliance with COBE will only be provided in circumstances where it is appropriate and where granting of such a waiver will not present a material financial or reputation risk to the Company...  A waiver of COBE for non-executive officers may be granted by the Chief Executive Officer or his/her senior level designate. A waiver of this COBE for directors or executive officers may be granted only by the Board of Directors or a duly authorized Board Committee, and will be promptly disclosed to stakeholders to the extent required by law, rule, regulation or stock exchange requirement.
  10. Whistle Blower Procedure Policy Employees having concerns regarding questionable accounting or auditing matters are encouraged to submit such concerns (the “Accounting Related Complaint”) to the Chair of the Company’s Audit Committee. Any employee who wishes to make an Accounting Related Complaint may do so anonymously or in confidence by directing such Accounting Related Complaint in writing directly to the Chair of the Audit Committee.  Delivery may be made directly to the Chairman or to the Chairman in care of the Company and marked personal and confidential. Upon receiving an Accounting Related Complaint, the Chair of the Audit Committee will, depending upon the apparent urgency of the matter, call a meeting of the Audit Committee or add the Accounting Related Complaint to the agenda for consideration at the next regularly scheduled meeting of the Audit Committee. The Audit Committee shall review and discuss, on a preliminary basis, the nature of the Accounting Related Complaint and the accounting, internal accounting controls or auditing matters that are called into question.  In conducting this review, the Audit Committee will hold an in camera session, and then may request the attendance, at its discretion, of the Chief Executive Officer, the Chief Financial Officer, the Company’s auditor and/or the person making the Accounting Related Complaint (if known and if such person is amenable) and/or such other persons as it deems necessary.  The purpose of the meeting and the nature of the Accounting Related Complaint shall have been communicated to all such attendees by notice prior to the meeting.
  11. If the Audit Committee is satisfied upon a preliminary review that the Accounting Related Complaint has merit, the Audit Committee shall authorize the Chair of the Audit Committee to retain and consult with an appropriately qualified:  (1) law firm; and (2) a registered public accounting firm, within the meaning of applicable securities legislation, other than the independent auditor, in order to review the Accounting Related Complaint.
  12. Following the conclusion of its inquiries, the Audit Committee shall meet to determine the merit of the Accounting Related Complaint. Minutes of such meeting shall be kept in the normal course in order to ensure a record of the nature and treatment of the Accounting Related Complaint.
  13. Upon reaching such determination, the Audit Committee will communicate its findings and recommendations to the Board. The Board shall consider and implement such recommendations as it deems advisable, to rectify any deficiencies identified in the Accounting Related Complaint and shall communicate same to management.
  14. The Audit Committee shall ensure that confidentiality will be maintained throughout the investigatory process to the extent practicable and appropriate under the circumstances; and the person who makes the Accounting Related Complaint (if known) shall receive a written summary of the final determination.
  15. The Audit Committee shall retain all documentation regarding the Accounting Related Complaint, its preliminary review, any investigation, determination and implementation of recommendations for a period of no less than ten (10) years.  (See the attached Whistleblower Policy.)
  16. Administration The Company, through the Chief Executive Officer shall be responsible for dissemination of this Policy to all Employees.
  17. No Retaliation the Company will not allow or pursue retaliation of any kind in respect of an Accounting Related Complaint, or for assistance or information provided to applicable authorities in connection with an investigation of breaches of applicable securities law, where such are made or provided in good faith.  In addition, no employee may be adversely affected because the employee refused to carry out a directive which, in fact, constitutes corporate fraud, is in a violation of this Procedure, a violation of the law or presents a substantial and specific danger to the public’s health and safety. Any retaliatory action should immediately be reported to the Chairman or any other member of the Company’s Board of Directors.
  18. Certification it is essential that all Employees understand and adhere to the Company’s Code of Business Ethics. New Employees of the Company will be asked to certify their review of, and agreement to be bound by, the COBE as a condition of contract.


Code of Business Ethics

PURPOSE: To ensure Tanager’s business affairs and operations are, and are perceived to be, conducted with integrity and in an honest, fair, and responsible manner that complies with all the laws and regulations applicable to the locations where Tanager Energy Inc. does business.


POLICY: Acting ethically, professionally and responsibility adds value for our stakeholders, including customers, employees and the communities where we live and operate.