Governance

People of Character

Employees throughout our history have worked with integrity and efficiency, and have displayed good citizenship. Customers, in surveys conducted over many years, have praised your good work and character. You've earned the company an excellent reputation, and it is one we all want to keep. In fact, our continued success depends upon it.

In most cases, good judgment and common sense are all that is required. However, with the rapid pace of technology and change within our industry, you often don't have time to "think things through". Or you may find yourself in a totally new situation, in which the old standards do not seem to apply.

It is important that you understand your responsibility to conduct yourself in accordance with the company's ethical standards, in all situations. This Guide for Business Conduct & Ethics outlines the essential rules and guidelines necessary to retain our tradition of honest and ethical business conduct. This information applies to all employees, directors, officers and agents of Manitoba Telecom Services Inc. and its subsidiaries: MTS Allstream Inc., AAA Alarm Systems Ltd., and Delphi Solutions Corp. (hereafter collectively referred to as "the Company").

An excellent reputation is a fragile commodity; it takes years to build, but just moments to destroy. If you have any doubts or questions about appropriate business conduct or this Guide, please ask your Manager or the Law Department.

We have good reason to believe in the Company's employees. With your integrity, continued hard work and dedication, we are confident that the Company will continue to enjoy the goodwill of our customers and the community well into the future.

1. Customers - Safeguarding Their Rights

   1. Confidential Information

   2. Information not clearly in the public domain cannot be released without authorization. That includes information about our customers, as well as certain kinds of information about our competitors or our company. See section 2(k) of this Guide for a description of employee obligations regarding confidential information.

   3. Right to Privacy

      Our customers have an undisputed right to privacy.

   4. As set out in the Code of Fair Information Practices (the "Privacy Code"), which outlines how the Company complies with applicable privacy legislation and explains the Company's responsibilities regarding personal information, the Company uses personal information only for the following purposes:

      • to establish and maintain responsible relations with customers and to provide ongoing service;
      • to understand customer needs;
      • to develop, enhance, promote or provide products and services;
      • to manage and develop the Company's business and operations; and
      • to meet legal and regulatory requirements.

      A full copy of the Privacy Code is accessible on the Company web site, and the Principles of the Code are reproduced at the end of this Guide.

      Generally speaking, with the exception of the name, address and telephone number listed in our directory, all information about our customers is considered confidential. This includes information relating to the customer's credit, billing and comment records, as well as service, equipment and registered complaints.

      No conversation between customers is to be listened to, nor should existence of the conversation be revealed to others, except as required in the proper management of business.

      The content or nature of any customer's video or data transmission is also confidential.

      This inherent right to privacy must not be violated under any circumstances.

      Customer privacy must also be maintained when dealing with contracts or with requests for proposals or quotations. It should not even be shared with the Company's other affiliates, partners or agents, except when those parties are directly involved in the specific contract or in the request for proposals or quotations.

   5. Relations with Customers

      The Company's service often involves visiting a customer's home or place of business. When working at a customer's premises, you must:

      • demonstrate honesty and courtesy;
      • work as efficiently and meticulously as possible; and
      • leave the customer's premises and property as you found them.

      Report any unauthorized connections, wire taps or other infractions of the Company's regulations to Corporate Security.

2. Employees - You and The Workplace

   1. Relations in the Workplace

      A work environment that encourages trust and respect also makes good business sense - it enables us to build and cultivate more meaningful relationships with fellow employees, customers, suppliers and shareholders.

      The Company's employees must respect the rights of all individuals and avoid discrimination with regard to race, national or ethnic origin, colour, religion, age, gender, family or marital status, sexual orientation, disability, or a conviction for which a pardon has been granted. Discrimination and harassment will not be tolerated. See the Company's Corporate Policy on harassment for more detail.

      In addition, workplace violence, including threats, threatening behaviour, assaults and similar conduct will not be tolerated. Any threats or concerns about your safety or the safety of others should be immediately reported to your manager.

      At all times and under all circumstances, we must maintain respect for, and the dignity of, every person.

   2. Your Right to Privacy

      The Company and certain other authorized entities collect and maintain personal information relating to your employment, including medical and benefit information. Access to such information within the Company is restricted to people who need to know. They must ensure that your information is not disclosed in violation of the Company's policies, practices and the Company's Privacy Code.

      Personal information is released to outside parties only with your approval, except to verify employment and to satisfy the requirements considered by the Company to be appropriate for business or legal reasons.

   3. Identification Cards

      It is important that you exercise the utmost care to prevent the loss, theft or misuse of your identification card. Report lost, stolen, misplaced, damaged or outdated identification cards to Corporate Security immediately. Your identification card should not be used by another person and it must be returned upon retirement or termination of employment.

      Where it is safe to do so, you should discreetly question persons who are on the Company's premises without visible security clearance, and if necessary, report their presence to Corporate Security.

   4. Personal Integrity on the Job

      Putting in an honest day's work is a matter of personal integrity. Among other things, it means performing our jobs fully and to the best of our ability. It means coming in on time, restricting personal telephone calls, and not abusing sick leave privileges. It also means reporting for work in a condition and manner fit to perform the job.

      Personal integrity at the workplace includes respecting other people's personal property, workspace and time, as well as protecting and respecting your own.

   5. Making the Right Decisions

      Good business conduct goes beyond compliance with the law. It involves thinking through the possible impact of our decisions on all interested parties, even when this is not required by rules or laws.

      Although this Guide summarizes the fundamental principles of ethical and legal conduct, it cannot anticipate every situation you may encounter as you perform your job. In this case, you must rely on your sense of what is right to guide you in making the right decision. If you have any question or uncertainty about how to proceed, seek the counsel of your Manager or the Law Department.

      Personal responsibility also means that you have a duty to report illegal acts or violations of the Company rules and policies to management. Turning a blind eye to wrong-doing is not right. Any report or inquiry about alleged unethical behavior will be handled in the strictest confidence. See section 7 of this Guide for a description of individuals to whom compliance issues or concerns should be reported.

      You are responsible for your actions. Never commit any act that may damage your own or the Company's reputation.

   6. Community and Political Involvement

      The Company respects and supports your right to participate in both community and political activities, outside of work hours. However, be aware that all financial or other corporate contributions to any community organization or political party are managed by our Community Relations Department and requests for such contributions must be referred there.

      In addition, any media calls regarding corporate business or activities must be referred to Corporate Communications.

      If you wish to speak out on public issues, make it clear that you are speaking as an individual, and not as a representative of the Company.

   7. Conflict of Interest

      You should avoid placing yourself in any situation that may involve a conflict of interest with respect to your relationship with the Company and your personal interests.

      A conflict of interest occurs when your private interests interfere in any way, or appear to interfere, with the interests of the Company.

      A conflict of interest situation can arise when you take on outside work, enter into a new relationship, or make a financial investment that might raise questions about your ability to perform your work and carry out your responsibilities objectively and effectively. Conflicts of interests also arise when you, or members of your family, receive personal, unearned benefits as a result of your position with the Company, or where you participate in decisions involving suppliers or customers in which you have a personal, financial, or other interest.

      You must make prompt and full disclosure in writing, to your Manager, of any situation that may involve a possible conflict of interest.

   8. 1. Outside Activities

         You must obtain the Company's approval to work for, or serve as a director or officer of, any organization that might compete with, or supply goods or services to the Company. This could constitute a conflict of interest situation.

         A conflict of interest could also arise where you carry on a private business on your own time. For example, if in the course of that business, you perform work that is similar to the work that you perform for the Company or provide products that are similar to or competitive with the products provided by the Company, this would be considered a conflict of interest.

         There are cases, however, where you may start your own business, or take on additional part-time work with organizations that are neither competitors, suppliers, nor customers. It is your responsibility to ensure that any such position does not conflict with, or appear to conflict with the interests of the Company.

         To be on the safe side, seek the approval of your Manager before accepting an additional job outside of the Company.

      2. Gifts and Entertainment

         Business gifts and entertainment are courtesies designed to build understanding and goodwill among business partners. However, they must not be allowed to compromise - or appear to compromise - our ability to make objective and fair business decisions. Do not offer or accept any gift, gratuity, or entertainment that might be perceived to unfairly influence a business interaction.

         Business entertainment also must be appropriately scaled and clearly intended to facilitate business goals. As a general guideline, business entertainment in the form of meals and beverages is acceptable, but should always be within appropriate levels as identified by your Manager.

         Special care must be exercised in accepting gifts from suppliers, which should be restricted to promotional items of limited value. Items considered to be of limited value are typically those that would be given away as advertising items, such as a baseball hat, sports bag, key chain, coffee cup or other similar item.

         You should discuss with your Manager any gifts or proposed gifts about which you have questions.

      3. Family and Friends

         While conflict of interest guidelines are not intended to unduly interfere with your family or personal life, situations may arise that constitute a conflict of interest. For example, any gifts or other benefits offered to family members by the Company's suppliers are considered business gifts, subject to the guidelines on gifts and entertainment described above.

         If you are directly involved in purchasing functions, and a family member or close personal friend is an employee of, or has a substantial interest in, a business seeking to provide goods and service to the Company, declare this conflict of interest to your Manager immediately.

         If you have a close relative who works for a competitor, you should inform your Manager and review with your Manager all potential conflict of interest situations that could arise from this relationship, to avoid all dealings where a conflict of interest exists.

         The potential for conflict of interest clearly exists if your spouse or partner also works for the Company and is in a reporting relationship to you. You should not supervise nor be in a position to influence the hiring, work assignments or assessments of someone with whom you have a close personal relationship.

   9. Safeguarding Company Assets

      We all have a responsibility to safeguard the Company's assets, which include funds, records, property and intellectual property.

      1. Funds

         You are personally accountable for funds under your control. There are no exceptions.

         If you have access to Company funds in any form, you must know and follow prescribed practices for handling and protecting such funds. In addition to cash, this includes cheques, money orders, gift certificates, phone passes and prepaid cards, as well as items such as credit cards, calling cards and automatic message accounting tapes. You may only transfer or use Company funds or assets for the purpose for which they were approved.

      2. Records

         Company records contain vital information about all aspects of our operations, and form the basis on which key decisions are made.

         All reports (financial or otherwise), vouchers, bills, payroll and service records, measurement and performance records, and other essential data should be prepared, recorded and maintained with care, honesty and complete accuracy, and should fully comply with applicable laws, accounting standards and Company policies.

      3. Property

         It makes sense to protect Company assets and to ensure their efficient use.

         Supplies and equipment purchased by the Company are intended for company business purposes only. Any other use must be approved by your Manager. Company supplies and equipment must not be loaned or given away, sold, abandoned or destroyed, without specific authorization. When operating equipment, you bear a responsibility for understanding its proper use, maintaining it in good condition and using it properly and safely.

         The use of Company telecommunications facilities and equipment must be job-related and be used for lawful purposes only. You should not install, have installed, or be in the possession of, Company equipment, features or facilities for personal use without authorization.

         Improper use of cellular and long distance services is not permitted, and Internet services may only be used in accordance with the Company's internet use policy.

         The use of Company property, or any act involving the Company, which results in personal gain or the obtaining of a personal advantage by an employee through deceptive or deceitful means is prohibited. For example, using a Company issued corporate credit card for personal purchases or expenses would be considered fraudulent and is prohibited.

         All possible safeguards must be taken to prevent theft or damage to Company property. Access codes and keys to Company buildings and facilities must be safeguarded and must not be misused.

         The increasing reliance placed on internal information and communications facilities in carrying out Company business makes it absolutely essential to ensure that such information and facilities are safeguarded and that their use by employees is authorized and proper.

      4. Intellectual Property

         Intellectual property is a valuable corporate asset. This includes trade-marks, trade names, logos, slogans, copyrighted materials, inventions, software, trade secrets, methodologies, and industrial design features.

         Intellectual property is important to the Company and must be protected from loss, theft, sabotage or unauthorized use or disclosure.

         In the course of your duties, you may develop or create new designs, inventions, systems or processes that may be considered for patent, copyright, trade-mark or industrial design protection. If these achievements have been made as a direct result of your employment with the Company and through the use of our resources, they belong to the Company.

         In addition to protecting its own intellectual property rights, the Company respects the intellectual property rights of others. Employees should not knowingly make use of another company's intellectual property without permission. This includes making copies of all or any part of a third-party software program unless the copy is an authorized back-up copy or the license to the software specifically permits a copy to be made. If you are uncertain about whether a certain right to use or copy has been granted, you should speak to your Manager.

         Each employee has an obligation to ensure that intellectual property, whether it belongs to the Company or someone else, is protected and used appropriately.

      5. Compliance with Fraud Policy

         The Company has adopted a Fraud Policy to clarify in greater detail what the Company considers to be fraud and how the Company will handle investigations. All employees are required to adhere to the Company's Fraud Policy.

   10. Security of Electronic Data

       Computers, computer networks and portable digital devices have become essential in our workplace, and form the backbone of our telecommunications network and operations infrastructure. For this reason, our computers, systems, portable digital devices and associated software must be protected from various threats to their security, such as accidental or deliberate destruction of data and equipment, interruption of service, disclosure of confidential information, theft and corruption. You can help by following these corporate security policies:

       • only authorized users can access our corporate systems;

       • you are responsible and accountable for your access to and use of any corporate system, and all access codes and passwords must be kept confidential;

       • personal use or other use for non-company purposes is strictly prohibited, unless authorized by your Manager;

       • be sure to follow company rules regarding the purchase and use of software; and

       • report any breach of corporate security policies.

       Software acquired by the Company must be used only according to the terms of the license under which it was acquired. In most cases, it cannot be copied.

       For more information on policies related to security, contact Corporate Security or consult the Company's Security Policy.

   11. Confidential Information

       The Company's confidential information is an important corporate asset and must not be divulged or released without authorization. Confidential information refers to any information that is not in the public domain. It includes proprietary information, such as intellectual property and trade secrets; personal information about our customers; and certain kinds of information about our competitors or our company, such as:

       • information about current or planned products, processes and/or operations;

       • procurement plans, vendor lists or purchase prices;

       • business, service or marketing strategies;

       • costs and pricing information;

       • non-public earnings reports and other financial reports;

       • information provided by suppliers and competitors;

       • network plans, and

       • information related to competitive plans of the Company including divestitures, mergers, acquisitions and reorganizations.

       Confidential information must not be disclosed to unauthorized persons, either within or outside of the Company.

       To protect the Company's competitive and confidential information from unauthorized use and disclosure, be sure to clearly mark all such information appropriately, limit access and distribution of such information only to those with a need-to-know, and ensure that once the information is no longer required, it is disposed of in a safe and secure manner. Further, before disclosing confidential information to a third party, or accepting confidential information from a third party, you should contact the Law Department to arrange for an appropriate confidentiality agreement.

       When discussing confidential matters, use care to ensure that unauthorized persons cannot hear the discussion, and limit such discussions to those with a need-to-know. You are expected to take the appropriate precautions to protect confidential information under your control, including the trade secrets and confidential information of third parties with whom the Company does business.

   12. Upon Termination of Employment

       If you leave the employment of the Company for any reason, you must surrender all property that belongs to the Company. Confidential and proprietary information acquired during your employment with the Company must not be divulged.

3. Toward a Better Workplace

   In keeping with employment equity and human rights legislation, the Company is committed to improving the representation of persons from designated groups who have historically been disadvantaged in the workplace: women, aboriginal peoples, persons with disabilities, and members of visible minorities.

   The better we mirror the communities in which we do business, the better positioned we are to fairly and sensitively serve our customers and communities.

   Many employees have special needs. These needs may be related to religion or family responsibilities, or stem from a physical or mental disability.

   The Company is committed to a policy of reasonable accommodation of employee needs, in keeping with human rights legislation. By participating to their full potential, employees can better contribute to the Company's success.

   1. Substance Abuse

      The Company accepts the view of the medical profession that the abuse of alcohol, drugs or other substances is an illness. However, the Company will treat the abuse of these substances as a serious breach of conduct when it occurs at the workplace or when it affects employee performance or dealings with customers. While the Company may provide assistance for treatment, refusal of such treatment or continued abuse may result in dismissal.

   2. Insider Trading

      "Insiders" of Manitoba Telecom Services Inc. and its subsidiaries, including MTS Allstream Inc., as well as any employees of these companies who have access to undisclosed "material information", are prohibited from trading in securities of Manitoba Telecom Services Inc. during specified periods prior to, during, and following the date of public disclosure of this material information.

      "Insiders" are all directors and officers, presidents, vice-presidents (the term "vice-president" includes any person who holds the title "vice-president" or who holds a title for which the term "vice-president" forms a part, such as executive vice-president or senior vice-president) and designated senior managers of Manitoba Telecom Services Inc. and its subsidiaries, including MTS Allstream Inc., as well as the treasurer of Manitoba Telecom Services Inc..

      "Material information" is any information relating to the business, operations or capital of Manitoba Telecom Services Inc. and its subsidiaries, including MTS Allstream Inc. that would significantly affect, or would reasonably be expected to have a significant effect on, the market price or value of the shares of Manitoba Telecom Services Inc.. Material information includes annual and quarterly financial results; changes in corporate structure or capital structure; the borrowing of significant funds; major corporate acquisitions, dispositions or joint ventures; significant management changes; the development of new products, services or technology; entering into, or loss of, significant contracts; significant changes in capital investment plans or corporate objectives; and major labour disputes or disputes with major contractors or suppliers.

      This means that until such time as material information about Manitoba Telecom Services Inc. or its subsidiaries is publicly disclosed, it is illegal for insiders and employees who are in possession of such material information to either purchase or sell shares of Manitoba Telecom Services Inc.. It is also illegal for insiders and such employees to disclose material information to another person or company, other than in the necessary course of business, before the material information is generally disclosed to the public.

      A contravention of these trading restrictions can lead to criminal prosecution, fines and potential civil liability, and termination. The onus is on you to determine whether or not you have knowledge of undisclosed material information.

   3. The Environment

      The Company is committed to conducting its business in a manner that reflects concern for the environment and supports the principles of sustainable development. The Company has an environment policy and through this policy, we send a message to other corporations and to the community at large that we care about the impact we have on the environment.

4. Competition - Keeping It Fair

   The best way to maintain our reputation - and strengthen our competitive advantage - is to compete fairly and vigorously while meeting all of our legal and ethical obligations. Fair competition means that we respect our customers, competitors, agents and all alliance partners.

   Compliance with the federal Competition Act is a fundamental corporate policy. The Company requires that all of its employees comply with the requirements of this legislation.

   1. Selling our Products and Services

      Customers trust us to provide quality products and services, and to be truthful when discussing our advantages and benefits. To maintain this trust:

      • we offer customers only those services that we are legally allowed to provide, at approved rates and charges;

      • promote our products and services accurately and fairly;

      • we give customers the straight facts about their competitive choices;

      • we guide customers in asking the right questions about their competitive options. For example: Is the competitor making fair and accurate comparisons? Can the competitor provide service that will address the customer's specific calling patterns?

      • we do not offer to waive charges, cut special deals or grant discounts that are not authorized; and

      • we treat all customers and potential clients with the utmost respect, even when they have purchased some or all of their telecommunications services from a firm in competition with the Company.

   2. Treating Competitors with Respect

      You have both an ethical and legal responsibility to portray our competitors fairly, accurately and without bias. Treating competitors "with respect" means:

      • not portraying a competitor to the public or to a customer in an inaccurate, misleading, disparaging or unfair manner;

      • not stating as a fact our understanding of a competitor's price information; and

      • being careful about commenting on a competitor's financial situation, business practices, management, network reliability or foreign ownership.

   3. Obtaining Information about our Competition

      As a general guideline, information about the market and competitors may be obtained from customers, independent distributors, and suppliers. Industry information sources and other third parties may also be acceptable sources, provided these sources collect and provide this information in the normal course of their business.

      It is helpful if the source of the competitive information, especially information about competitor's prices, is documented at the time of collection. Where the source of the information is not documented, it can make it difficult to establish that the source was acceptable.

      In addition, when collecting competitive information, do not intentionally mislead anyone about who you are or why you are collecting the information. As an example, while obtaining information through the use of "mystery shoppers" is generally considered to be acceptable, fraudulently misrepresenting your identity or reason for inquiry would not be considered acceptable.

      It is also not appropriate to collect confidential information about competitors from employees or former employees of the competitor, even where such individuals subsequently become employed by any of the entities that comprise the Company. Competitor information that is either marked confidential or clearly intended to be confidential that comes into your possession in error or through anonymous sources is problematic, and the use or review of such information may expose the Company to potential liability. When in doubt, discuss the situation with your manager or the Law Department.

   4. Keeping Competitor Information Confidential

      By providing competitors with access to our network and supplying facilities and service to other service providers, the Company has access to certain competitor-related information. As with other customers, this information must be strictly controlled and maintained in confidence.

      You must not use such information in any manner that gives the Company an unfair advantage.

   5. When a Competitor is a Customer

      In our competitive environment, competitors are often also our customers. When serving our competitors, keep the following points in mind:

      • never use information obtained as a result of providing service to the competitor in any manner that would give the Company an unfair competitive advantage;

      • do not disclose a customer's choice of competitive supplier to anyone who does not clearly require the information to provide service to the customer; and

      • ensure that the amount of information collected from or disclosed to a competitor that is a customer is limited to that which is required to provide service.

5. Responsibilities Under the Guide

   The following are the responsibilities of managers and employees under this Guide:

   1. Manager Responsibilities

      Managers have a special duty to be role models of appropriate business conduct and to see that the principles and policies of this Guide are upheld. This means:

      • ensuring all employees have a copy of this Guide, and that they understand and comply with its provisions;

      • offering assistance and explanation to any employee who has questions, uncertainty or is in a difficult situation;

      • reporting any apparent violation of this Guide or breach of company policy; and

      • taking prompt and decisive action, in consultation with Labour Relations and Corporate Security, when this Guide has been violated.

   2. Your Responsibilities

      As an employee, you must follow this Guide and all company policies and procedures. Unethical behavior and violations of company policy may result in disciplinary action, which could include termination, as well as civil or criminal prosecution.

      Individual responsibility does not mean that you are expected to face troublesome ethical or legal questions on your own. When in doubt, ask for help and guidance. The Company has a number of resources to guide you through difficult situations, as outlined in section 6 of this Guide.

6. Questions Related to the Guide

   Your manager is normally the first person you would contact if you have questions about anything in this Guide or when you have a problem. In some cases, you may feel more comfortable directing your questions to someone other than your manager. In those cases, you can talk to one of the following individuals.

   • Chief Human Resources Officer, Human Resources department, MTS Allstream Inc.; or

   • Director Law, of the Law department servicing the department in which you work.

   • For questions regarding accounting, financial or auditing matters, contact either or both the Chief Financial Officer of Manitoba Telecom Services Inc. or the Chairman of the Audit Committee.

7. Compliance with the Guide

   All employees at all levels are encouraged to report any compliance issue or concern as soon as possible to one of the following individuals:

   • Director, Corporate Security

   • Director, Internal Audit

   If you are not comfortable reporting your compliance issue or concern to one of the above, you may also submit a written report to the Chief Human Resources Officer, Human Resources department, MTS Allstream Inc., the Chief Corporate Officer of Manitoba Telecom Services Inc., or the Chairman of the Audit Committee. This written report should fully describe the compliance issue or concern.

   All reasonable steps will be taken to protect the confidentiality of a person who in good faith advises of or reports possible misconduct and the employment status of such person will not be affected by so advising or reporting.

   Everyone benefits from ethical, honest behavior. It starts with you, and ripples out to touch all with whom you do business.