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FP NEWSPAPERS INC. CODE OF BUSINESS CONDUCT

APPLICATION

This Code of Business Conduct applies to FP Newspapers Inc., FP Canadian Newspapers Limited Partnership (collectively, “FP”).

It applies equally to all directors, officers and employees of every entity within FP, regardless of their position within the organization. Throughout this document, the term “employees” refers to all such individuals. Every one of us is responsible for knowing the contents of the policy and applying its principles in our day-to-day activities.

PRINCIPLES OF BUSINESS CONDUCT

Doing What is Right

To be ethical is to know the difference between right and wrong, and to do the right thing. If there is any uncertainty, before taking any action, we must ask ourselves the following questions:

  • is it legal?
  • is it fair?
  • is it right?
  • would FP’s reputation be diminished if it became generally known?

Each of us has a responsibility to ensure that our business conduct is ethical and consistent with FP’s values. If you are uncertain about the ethics or legality of any action, you have a responsibility to consult with a supervisor, manager or business leader or seek advice from any of the other sources listed in this Code of Business Conduct.

Respecting the Rights of Others
Employees’ Rights

Management makes decisions regarding hiring and promotion of employees on the basis of merit and in accordance with applicable provisions of collective agreements and human rights legislation.

We are committed to fairness in the workplace, and we will not tolerate any form of discrimination or harassment directed at any individual or group.

No personal relationship between an employee and any other employee will be permitted to compromise, or appear to compromise, the principles defined by this policy.

Property Rights

Subject to the exceptions outlined below, FP assets may be used only for business purposes. Employees are responsible for ensuring that FP’s assets are put to good use in enhancing shareholder value. All persons entrusted with managerial or supervisory responsibility are responsible for ensuring that appropriate policies, procedures and controls are put in place to safeguard FP’s assets. Everyone is responsible for following those policies and procedures.

There may be situations where limited use of FP assets for personal purposes by employees has traditionally been permitted and such practice may continue where the following conditions are met:

  • the extent of personal use is not a significant portion of the total use of the asset;
  • personal use does not compromise or impair the value or utility of the asset to FP;
  • such use does not confer a significant financial benefit on the employee outside of normal compensation arrangements; and
  • such use is consistent with common business practice and would not be considered unethical or unusual by an objective third party who was aware of the relevant facts; or,
  • personal use is specifically permitted by FP policy (e.g. company-owned or leased vehicles).
Customers’ Rights

Customer relationships are critical to the continuing success of FP. In dealing with customers, employees will conduct themselves with fairness, courtesy and good faith. Employees will respect and ensure the confidentiality and privacy of customer personal information unless disclosure is required by law or order of a regulatory agency. Employees are expected to familiarize themselves and comply with FP’s privacy policy with respect to the confidentiality and privacy of personal information to which they have access in the course of their employment or other service to FP.

Suppliers’ Rights

Relationships with suppliers must always be at arm’s length, consistent with accepted business practices and FP policies, and in accordance with applicable statutory laws. In dealing with suppliers, employees will conduct themselves with fairness, courtesy, and good faith. All interactions with suppliers must conform to the requirements of the section of this policy addressing conflicts of interest, the procurement policy and FP’s Supplier Code of Conduct.

Environmental Rights

FP is committed to environmental responsibility and stewardship.

Obeying the Law

All of us are expected to comply with all of the laws that apply to FP’s business. This includes competition and anti-trust laws, and laws prohibiting corrupt practices. We also commit to work within the spirit of the law. No employee, no matter what position or title he or she holds, is ever expected to commit or condone an illegal act or to instruct another employee to do so on behalf of FP.

Maintaining Integrity, Confidentiality and Privacy of Information
Company Records and Accounting Practices

The integrity of FP’s records and financial reporting is critical to its ongoing success. All assets, liabilities and transactions must be accurately and completely reported in the books and supported by necessary documentation. No asset, liability or transaction is to be concealed from management or from FP’s auditors.

Use of FP funds for unlawful or improper purposes is prohibited.

All transactions must be authorized and executed in accordance with FP policy and the instructions of management. Appropriate accounting and financial policies, procedures, controls and audit processes must be maintained.

Regardless of their position in the organization, employees are expected to follow internal policies and procedures designed to protect the integrity of corporate data and the confidentiality and privacy of all information to which they have access by reason of their employment with FP. This includes adherence to procedures related to security of computer systems.

All employees are encouraged to question and report transactions which appear to be contrary to established policies and procedures.

Confidentiality and Privacy

Many employees have access to corporate or personal information which is sensitive or confidential. Information such as personnel records, payroll records, customer information, business strategies, financial and competitive information is all confidential and, in some cases, subject to protection by privacy law. Release of such information is potentially harmful to FP, employees and customers. In some cases, it is illegal. Employees must use extreme care when dealing with confidential, personal or sensitive information. Such information must not be released to anyone inside or outside of FP who is not authorized or legally entitled to receive it, and must not be used or disclosed for any reason except for legitimate business purposes.

Care must be taken not to discuss confidential, personal or sensitive information in social or public settings.

Avoiding Conflicts of Interest

A conflict of interest arises when an employee must choose between FP’s best interests and his or her own. Any situation where an employee’s judgment may be compromised, where he or she shows undue favoritism to any party or where he or she receives a benefit of some kind is potentially a conflict of interest. All employees must strive to avoid situations that create a conflict, have the potential to create a conflict, or create the appearance of a conflict. If any of these situations occurs, employees are responsible for disclosing and, where appropriate, taking action to remedy the conflict of interest. In most instances, such disclosures should be made by an employee to his or her immediate supervisor.

Situations that can potentially give rise to a conflict of interest are numerous. Some of the more significant areas causing conflicts of interest are discussed below. All of the comments in this section are applicable to employees, spouses (including common-law spouses) and family members.

Personal Interest in Transactions

No employee shall have any direct personal interest in a transaction to which FP is a party, unless fully disclosed and approved by an independent manager.

No employee shall use his or her position to solicit or conduct business for personal benefit or gain.

A potential conflict of interest exists where an employee, his or her spouse or immediate family owns a share or has an interest in any business which competes with FP or which FP may wish to acquire. (This does not prohibit immaterial holdings of shares in public companies that compete with FP.)

Use of Insider Information

Insider information is information that has not been made public which, if known to the market, could reasonably be expected to cause the price of the issuer’s securities to rise or fall. In the course of performing their duties, employees may become aware of or have direct access to such information. Sharing this information with anyone inside or outside FP or using it for personal gain by buying or selling shares of FP or any other publicly-traded issuer is a serious breach of both FP policy and securities law.

Gifts and Benefits

Receiving and giving gifts and benefits in a business context is a sensitive area that requires the exercise of good judgment and common sense. Employees should not accept gifts or benefits from customers, suppliers, business associates or companies who wish to do business with FP, if such gifts might be perceived as a bribe or appear to influence business decisions. The same principle applies to giving gifts or benefits on behalf of FP and to gifts given to, or received by, employees’ family members and spouses.

Generally, gifts or other benefits may be given and accepted by employees if they:

  • are consistent with local business practice and custom,
  • are not excessive in value,
  • do not violate applicable laws and ethical standards, and
  • are able to withstand public scrutiny.

It is prohibited to receive or give a gift in cash or cash-equivalent.

Gifts of more than nominal value are to be refused where possible. Where an employee feels such a gift must be accepted to avoid damaging a business relationship, the employee must consult with his or her immediate supervisor as to the appropriate course of action. Where a gift exceeds $100 in value, it shall be reported by the employee to his or her immediate supervisor.

Abuse of Position

Employees must not inappropriately use their position for personal benefit or to the detriment of other employees.

Taking a Second Job

An employee may have a second job, provided it does not interfere with the employee’s ability to adequately perform his or her duties at FP. The second job must not create, or appear to create, a conflict of interest. For example, it is not acceptable for an employee to work for a direct competitor of FP (except for free-lance writing and similar work historically or specifically allowed by FP practice, or as allowed in any collective agreement in force). Where an employee currently has a second job or is considering taking a second job, potential conflicts must be discussed with the employee’s immediate supervisor.

Running a Business

Employees may have other business interests outside of FP. While there is nothing ethically wrong in principle with employees running or managing other businesses, such situations can give rise to significant conflicts of interest. For example, it would be a conflict for an employee to set up a business that is in direct competition with FP or that sells goods and services to FP.

In addition, as with taking a second job, running or managing a business must not interfere with the employee’s ability to perform adequately his or her duties at FP.

Where an employee is currently running or managing a business or is considering doing so, potential conflicts must be discussed with the employee’s immediate supervisor.

Serving as a Director of Another Organization

Employees may serve as directors of other organizations, provided that that service does not interfere with their ability to perform their duties at FP and is in accordance with existing FP policies. Where serving as a director creates a conflict of interest, it must be disclosed and, where appropriate, remedied.

Conducting Ourselves Appropriately
Government Relations

FP employees must strive to conduct their relationships with government officials in a manner which will not compromise the integrity or reputation of FP, the government or the government officials if the details of the relationship should become public knowledge.

Subject to reasonable work arrangements, any employee may seek and hold public office, but must comply with the conflict of interest restrictions associated with that role. Employees holding public office must avoid involvement in any decisions which could promote or damage the legitimate interests of FP, or give the appearance of a conflict of interest.

Community and Public Relations

FP’s standing in the communities in which it does business and the perceptions of the general public, shareholders and the investment community are critical to its success. As ambassadors of FP, all employees need to be aware of how their conduct and public statements can affect the public perception of FP.

Employees should exercise discretion when dealing with the media. Public statements on behalf of FP may be made only by FP’s authorized spokespersons.

Using Technology Appropriately

Employees must not abuse the opportunity to make use of the Internet, the FP intranet or e-mail. Since certain employees are authorized to check individual activity periodically, no one should expect that his or her FP e-mail or Internet communications are private.

Procurement Policy

All purchases must be approved by a department manager and be in accordance with all other requirements set out in this policy. All purchases made are to be for the benefit of FP related business. Employees shall ensure that all suppliers doing business with FP, to the best of their knowledge, are in compliance with the Supplier Code of Conduct and that procurement activities are consistent with ethical, moral and socially responsible business behaviors, which encompass the values of honesty, integrity, respect, and fairness.

COMPLIANCE WITH THIS POLICY

It is critical to FP’s success that we conduct ourselves ethically and legally in every aspect of our business activities. Every director, officer and employee of every entity within FP is required to comply with this Code of Business Conduct.

Those in leadership positions must assume responsibility for the actions and conduct of those who report to them. Supervisors, managers and business leaders can fulfil that responsibility through prudent management practices such as:

  • ensuring this Code of Business Conduct is clearly communicated to all reporting employees on a regular basis;
  • leading by example and exhibiting high standards of ethical behaviour;
  • establishing and maintaining internal and management controls designed to prevent or detect breaches in corporate policies;
  • appropriately investigating situations which may indicate a breach of this policy; and
  • dealing with known breaches of this policy in an appropriate manner, including disciplinary action where it is warranted.

Violations of this Code will result in FP taking appropriate action which may include:warning, suspension, or discharge from employment. Employees should also be aware that potential personal liability does not end with FP. Depending on the circumstances, an individual may also face civil or criminal charges and penalties.

REPORTING VIOLATIONS

Anyone within the FP Group who reasonably believes a violation of this policy has occurred, including concerns regarding questionable accounting, auditing, financial reporting, or internal control matters, is encouraged to report the situation to an appropriate FP official. Anyone who is uncertain as to how a violation of this policy should be reported, or is not comfortable going to his or her supervisor, should consult with the Chief Financial Officer or the Chair of the Audit Committee.

You can also submit your concerns confidentially, and if you wish anonymously, in writing to the Chair of the Audit Committee at the following address:

Chair of the Audit Committee of the Board of Directors,
FP Newspapers Inc.
c/o Norton Rose Fulbright Canada LLP
Attn: Kristopher Miks
510 West Georgia Street, Suite 1800,
Vancouver, BC V6B 0M3

Business leaders, managers, department heads and supervisors must report all breaches of this policy, including incidents of theft or fraud, to the Chief Financial Officer and the Chair of the Audit Committee, who will report all complaints and allegations to the Board of Directors.

All reported violations will be investigated by or at the direction of the Board of Directors. Where a determination is made that a violation has occurred, appropriate action will be taken.

FP will not take or allow any reprisal against an employee for acting in good faith in raising any concern or question or reporting a suspected violation of this Code. Any such reprisal would itself be considered a very serious breach of this Code and subject to disciplinary action.

WHERE TO GO WITH QUESTIONS

FP encourages employees to ask questions about the provisions of this policy or about ethical business practices in general. You should feel free to discuss such questions with your supervisor or department head or any officer of FP. When in doubt, ask before acting.

Adopted by resolution of the Board of Directors effective April 17, 2024.