Code of Conduct

CODE OF CONDUCT

FOR DIRECTORS, OFFICERS AND EMPLOYEES OF WEST FRASER TIMBER CO. LTD. AND ITS SUBSIDIARIES AND AFFILIATES

Last updated as at February 13, 2014

1. Introduction
This Code of Conduct (“Code”) reaffirms West Fraser’s long standing policy that its directors, officers and employees conform to the highest legal, ethical and moral standards in conducting the respective businesses of West Fraser Timber Co. Ltd. and its subsidiaries (collectively, the “Company” or “West Fraser”).  This Code is intended to provide general guidelines that will:

  • Ensure compliance with laws and regulations which govern West Fraser’s business activities;
  • Foster a standard of conduct which reflects positively on West Fraser and its employees;
  • Protect West Fraser from financial loss; and
  • Preserve a corporate climate in which the integrity and dignity of each individual is not compromised.

Responsibility for adherence to this Code rests with each individual.  Oversight of adherence to this Code ultimately rests with the Company’s Board of Directors.

2. Compliance with Laws, Rules and Regulations

West Fraser is subject to various Canadian and U.S. federal, provincial/state, and local laws and regulations.  West Fraser is committed to complying with the law and acting ethically.  No one is authorized to undertake any activities in the name of West Fraser, whether administrative, operating or financial, that would knowingly violate any applicable local, provincial/state, federal or foreign laws or regulations.  To the contrary, unlawful or unethical acts are always outside the scope of employment.

West Fraser neither condones nor tolerates any conduct that violates the law or discredits West Fraser’s reputation.  It is the duty of each employee to avoid any circumstance that would violate this Code or the laws and regulations that govern West Fraser’s business.

3. Safety and Health

Given the nature of our work and our tradition of valuing our employees, particular attention is directed to compliance with laws and regulations governing safety and health practices.  West Fraser expects all employees to make a conscious decision to maintain an adequate degree of health necessary to perform all aspects of their work and to utilize and follow safe work practices in every aspect of their daily work.

4. Environmental Stewardship

West Fraser is committed to being a good steward of the environment.  Accordingly, it is expected that each employee, officer and director of West Fraser act in accordance with, the Company’s Environmental Policy when making decisions that could have an environmental impact.  This directive is in addition to West Fraser’s policy and practice of managing its businesses in compliance with all applicable environmental laws and regulations.

5. Human Rights, Discrimination and Harassment

West Fraser affirms its commitment to human rights and to afford all individuals who have the necessary qualifications an equal opportunity to compete for employment and advancement within West Fraser.  West Fraser is committed to the philosophy and principle of equal employment opportunity for all present and prospective employees.  West Fraser’s objective is to provide every employee with a work environment that is free of discrimination and harassment based on gender, race, colour, national origin, age, religion, marital status, disability or sexual orientation.
In support of this commitment

  • West Fraser will not condone, tolerate or ignore any harassment or discrimination on any ground protected by applicable law,
  • West Fraser will not condone, tolerate or ignore violence or threats of violence,
  • every employee and potential employee, as well as every customer, supplier, contractor or other person in a business relationship with West Fraser must be treated with dignity and respect,
  • every employee is responsible for treating others with dignity and respect,
  • employees must report any inappropriate behaviour of which they are aware or suspect,
  • West Fraser will train managers so they can maintain a harassment, discrimination and violence-free workplace, and promptly address concerns raised with, or observed, by them, and
  • West Fraser is committed to continual improvement of its human rights standards and practices and to that end, will regularly review and assess the effectiveness of and our compliance with these provisions.

Sexual harassment is a form of sex discrimination and will not be tolerated in West Fraser’s workforce.  Likewise, the offensive or hostile working conditions created by sexual harassment will not be permitted.  Every employee, and every member of management, is expected to be sensitive to, and aware of any behaviour or situations which could be interpreted as harassment, including sexual harassment, and is responsible for taking immediate steps to stop any such actions or to correct any such situations.  In addition, any complaints alleging sexual harassment are to be handled in a timely and effective manner.

6. Conflicts of Interest and Corporate Opportunity

Conflicts of interest are prohibited as a matter of policy, except under guidelines approved by the Board of Directors.  A “conflict of interest” exists when a person’s private interest interferes or could interfere in any way with the interests of West Fraser.  Conflicts can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her duties for West Fraser objectively and fairly.  Conflicts can also arise when an employee, officer or director, or a member of his or her family, receives inappropriate personal benefits as a result of his or her position with West Fraser.  Employees, officers and directors must avoid situations in which his or her interests, actually or apparently, conflict with the interests of West Fraser.  Even the appearance of a conflict of interest may be as damaging to the person and to West Fraser as an actual conflict.

Service to a direct competitor, significant customer or key supplier of West Fraser presents a heightened risk of conflict.  Therefore, no employee, officer or director of West Fraser may work simultaneously for a direct competitor, significant customer or key supplier of West Fraser.  Additionally, no employee or officer of West Fraser may serve on the board of directors of any corporation not owned or controlled by West Fraser, other than a non profit, trade, professional, religious, civic or charitable corporation or organization, without the approval of the Board of Directors.

Questions or reports regarding any potential conflict of interest should be directed to the Board Chair, the Lead Director or the President and Chief Executive Officer.

No employee, officer or director may acquire an individual interest in a West Fraser transaction or exercise discretionary authority or make any recommendation or decision on behalf of West Fraser which would be to the financial benefit of such employee or to the direct financial benefit of a member of such person’s immediate family unless the interest or benefit is fully disclosed to the Board of Directors and approved in advance.

The buying or selling of West Fraser shares is governed by the Company’s Securities Trading Policy, a copy of which is available on the Company’s website (www.westfraser.com).

The acquisition or retention of a financial interest in any company which may be selling supplies, furnishing services or otherwise doing business with West Fraser, or the acquisition or retention of a financial interest in any competitor of West Fraser, is prohibited, with the exception of holding stock in such companies in an amount which is inconsequential to the total value of such companies or otherwise with the approval of the Board of Directors.

Employees, officers and directors are prohibited from taking for themselves opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors.  No employee, officer or director may use corporate property, information or position for improper personal gain.  Business opportunities or investments known or made available to any such person in the line of West Fraser’s business must be offered to West Fraser before that person acts for direct or indirect personal benefit.  No employee, officer or director should enter into any transactions or engage in any practices (directly or indirectly) which would tend to influence him or her to act other than in the best interests of West Fraser.

All employees and executive officers are expected to devote their full time and ability during normal working hours to the service of West Fraser.  No employee or executive officer may engage in any business or secondary employment that, because of the demands on such person’s time and interest, interferes with his or her obligations and responsibilities to West Fraser.

7. Protection and Proper Use of Assets

Employees, officers and directors should endeavour to protect West Fraser’s assets and ensure their efficient and proper use.  Theft, carelessness and waste have a direct impact on West Fraser’s profitability.  Any suspected incident of fraud or theft should be immediately reported to any supervisor or member of management, including the President and Chief Executive Officer.  West Fraser’s assets should be used for legitimate business purposes, though incidental personal use may be authorized from time to time.

8. Offering or Accepting Gifts and Gratuities / Anti-Corruption

No employee, regardless of position, will offer or give (directly or indirectly) any improper payment or consideration for assistance or influence concerning any transaction affecting West Fraser.  No employee, regardless of position, will ask for or accept (directly or indirectly) any improper payment or consideration from a customer, supplier, government official or employee or from any other person in consideration for assistance or influence concerning any transaction affecting West Fraser.  Anyone receiving an offer of such improper payment or consideration designed to influence a business transaction will report the same to the Board Chair, the Lead Director or the President and Chief Executive Officer.

Both the giving and receiving of modest gifts or entertainment as a part of normal business courtesy and hospitality are not prohibited.  However, the use of expense accounts to deviate from any policy described herein is strictly forbidden.

As a general rule, “anything of value” offered, promised or given to a recipient, directly or indirectly, in order to induce or reward the improper performance of a function or an activity, can be considered a bribe. In all instances, whether an action will be considered a bribe will depend on if it was presented for the wrong reasons. Bribes come in many forms and activity may be construed as such anytime there is the giving or receiving of an undue reward to influence another party’s behaviour. Some specific examples of undue rewards that can constitute a bribe include cash, gifts, business opportunities or contracts, travel, entertainment and other expenses.

Applicable anti-bribery laws, including Canada's Corruption of Foreign Public Officials Act, the Criminal Code and the US Foreign Corrupt Practices Act, prohibit giving or offering to give money, advantages or benefits of any kind to a domestic or foreign public official in order to gain a business advantage. A public official is a person holding one of the following types of jobs:

  • any employee, official or agent of any governmental or regulatory agency, authority or instrumentality;
  • any person who holds a legislative, administrative or judicial position with any governmental or regulatory agency, authority or instrumentality;
  • any employee of a wholly or partially state owned or controlled corporation or enterprise; or
  • any employee, official or agent of a public international organization

If circumstances arise that may be considered bribery, please contact your immediate manager, or you may also utilize the Company’s confidential whistleblower reporting procedure as outlined in section 16 of this Code.

9. Confidential Information

Confidential information is that kind of information known only to persons having a confidential relationship with West Fraser and includes information or material that relates to West Fraser’s manufacturing methods and operations, machine design and operation, articles of manufacture, compositions, inventions, engineering services, technological developments, “know how”, purchasing, accounting, merchandising, licensing, customer and supplier information or other information about business contacts.

Confidential information is deemed to be the exclusive property of West Fraser.  In the course of their work for West Fraser, employees may become aware of confidential information.  Such information must be held in strictest confidence both during and subsequent to the term of employment of any employee.  Furthermore, confidential information is to be used solely for corporate purposes and never for the direct or indirect gain of the employee.

Employees in possession of material information about West Fraser must abstain from trading in its securities for as long as this inside information is not publicly available.  “Material information” is information that a reasonable investor would consider important in deciding to purchase or sell a security and that could affect the price of the security when known to all traders.  In some cases, it might include earnings estimates, share and dividend activity, changes of control of management, pending mergers, sales or acquisitions, or other significant business developments.  Providing such non public material information to others who then trade on it is also strictly prohibited.  Employees of West Fraser are expected to read and comply with West Fraser’s Securities Trading Policy.

Special care is required in the release of information of a sensitive or material nature, the disclosure of which could influence the judgment of investors trading in West Fraser securities.  News media contact and public discussion of West Fraser business should only be made through West Fraser’s authorized spokesperson.

10. Competition and Fair Dealing

West Fraser seeks to outperform its competition through fair and honest efforts.  West Fraser endeavours to acquire competitive advantages through superior performance and never through unethical or illegal business practices.  Stealing proprietary information, obtaining trade secret information without the owner’s consent, or inducing such disclosures through past or present employees of other companies is prohibited.  Each employee should respect the rights of, and deal fairly with, West Fraser’s customers, suppliers, competitors and employees.  No employee should take unfair advantage of any person or organization through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair dealing practice.

11. Political Contributions

Except when approved by the Board Chair, the Lead Director or the President and Chief Executive Officer of West Fraser and when legal and in the best interests of West Fraser, corporate funds, credit, property or services may not be used (directly or indirectly) to support any political party or candidate for public office, or to support or oppose any ballot measure.  Employees are encouraged to support political parties and candidates with their own efforts and money and in a manner that does not imply that the support is on behalf of West Fraser, but West Fraser will not reimburse or subsidize them in any way for such political participation unless specifically authorized by the Board Chair, the Lead Director or the President and Chief Executive Officer.

12. Accounting and Reporting

Every employee is required to follow prescribed accounting and reporting procedures.  All of West Fraser’s accounting books, records, reports and financial statements, as well as supporting papers, must accurately reflect and describe corporate transactions and must conform both to applicable legal requirements and to West Fraser’s system of internal control.  The recording of such data must not be falsified or altered in any way to conceal or distort assets, liabilities, revenues or expenses.  Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation and are fully disclosed at, and authorized by, the appropriate level of management.

 

13. Electronic Communication and Internet Protocol

Employees who use electronic mail, voice mail, or other electronic systems at West Fraser must be careful to maintain the highest legal, ethical and moral standards the Code requires.  Access to the Internet is provided as a business tool to assist in the day to day performance of workplace duties.  Individuals may be permitted to use Internet access for personal use provided that it is kept to a bare minimum.  The accessing, viewing, storage or transmission of suspect, pornographic or otherwise objectionable material is not permitted.  Any such material is to be removed immediately.

14. Waivers of the Code

Any waiver of this Code for employees, officers or directors may be made only by the Board of Directors or a committee thereof comprised of independent directors, and will be promptly disclosed as required by law.

15. Compliance and Reporting

All of us have the obligation to inform an appropriate representative of management of any conduct that violates the law or any West Fraser policy, including this Code.  West Fraser does not permit retaliation of any kind for reports of misconduct by others made in good faith.  Where appropriate or required, anonymity will be protected.  If, after due internal investigation, non compliance is found, those responsible will be the subject of disciplinary action including, when appropriate, dismissal.  Employees, officers and directors are expected to cooperate in internal investigations of misconduct.

West Fraser seeks to promote ethical behaviour by its employees, officers and directors.  Toward that end, each person subject to this Code is encouraged to discuss any questions of interpretation or application of this Code to a particular circumstance with an appropriate management representative.

16. Whistleblower Protection

As part of the Company’s commitment to the highest standards of ethics, employees are encouraged to promptly report any actual or potential misconduct (whether illegal or unethical) and any Code or other company policy violations.

An actual or potential misconduct may be reported to your immediate manager.  All of our management representatives have received instructions to deal with any reports in a timely, effective way and to ensure that confidentiality is maintained.  However, if this kind of reporting is considered inappropriate, does not provide the necessary level of confidentiality or if you otherwise prefer, the actual or potential misconduct may be reported to the Chief Financial Officer or to the Chair of the Audit Committee.  Reports to the Chief Financial Officer may be made (i) by mail or courier to the Company’s head office, addressed to the Chief Financial Officer and marked “Personal and Confidential”, or (ii) by telephone at 604-895-2700.  Reports to the Chair of the Audit Committee may be made by email to auditchair@westfraser.com.

Any submission made by an employee of the Company regarding an actual or potential misconduct will be treated on a confidential basis.  The employee’s identity will be treated anonymously and confidentially, unless specifically permitted to be disclosed by the employee or unless required by law.  Anonymous or confidential submissions will only be disclosed to those persons who have a need to know in order to properly carry out an investigation of the actual or potential misconduct.

Any employee who in good faith reports an actual or potential misconduct will be protected from threats of retaliation, discharge or other types of sanctions.

No employee will be penalized for inquiring, in good faith, about apparent actual or potential misconduct or for obtaining guidance on how to handle suspected misconduct.  Further, the Company will not allow retaliation for reports made in good faith.

17. Hedging and Monetization

The Company’s directors and senior executives are required to meet specified equity or equivalent ownership targets to further align their interests with that of other shareholders.  Transactions that hedge, limit or otherwise change a director’s or senior executive’s economic interest in and exposure to the full rewards and risks of ownership in West Fraser securities would be contrary to this objective.

For that reason, all West Fraser directors, as well as executives who hold job positions at or above the vice president level (e.g. Chief Executive Officer, Chief Financial Officer, Presidents and Vice Presidents), including individuals in acting positions, are prohibited from engaging in the following transactions with respect to West Fraser securities:

  • short sales;
  • monetization of equity or equity equivalent awards (e.g. stock options, restricted stock units, performance stock units, deferred share units) before vesting;
  • transactions in derivatives on West Fraser securities such as put and call options; or
  • any other hedging or equity monetization transactions where the director’s or executive’s economic interest and risk exposure in the West Fraser securities are changed, such as collars or forward sale contracts.

The prohibitions outlined above do not apply to trades associated with the exercise of West Fraser stock options in accordance with West Fraser approved procedures.