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Exhibit 11.1
SAND TECHNOLOGY INC.
STANDARDS OF ETHICAL CONDUCT
GENERAL PRINCIPLES OF CONDUCT
The Corporation is committed to:
- - operate in a responsible manner that complies with applicable laws, rules
and regulations;
- - operate in a responsible manner that complies with applicable laws, rules
and regulations;
- - provide a safe and healthy workplace;
- - operate free from favoritism, fear, coercion, discrimination or harassment;
and
- - provide full, fair, accurate, timely and understandable disclosure in
reports and documents filed with any governing body or publicly disclosed;
and the Corporation requires its directors and officers to provide leadership
and direction with respect to these principles and standards.
The foregoing principles and the following standards apply to all directors and
officers of the Corporation.
DUTY OF LOYALTY
Directors and officers must act honestly, in good faith, and in the best
interests of the Corporation. In placing the interests of the Corporation ahead
of their own personal or business interests, directors and officers must:
- - avoid situations that place the director or officer in a conflict of
interest (a more comprehensive description of which is set out in Schedule
"A");
- - be honest and ethical in dealing within the Corporation and with others on
behalf of the Corporation;
- - maintain confidentiality of information received in the capacity as a
director or officer; and
- - avoid situations where a director or officer could profit at the expense of
the Corporation, appropriate a business opportunity of the Corporation, or
otherwise put the director or officer in a position of conflict between the
director's or officer's own private interests and the best interests of the
Corporation.
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DUTY OF CARE
Directors and officers owe a duty of care to the Corporation and must exercise
the degree of skill and diligence reasonably expected from an ordinary person of
his or her knowledge and experience.
DUTY TO DISCLOSE
A director has a duty to disclose to the Board his or her private interests in
transactions in which the Corporation is involved or proposes to be involved. An
officer must disclose such interests to the Corporate Secretary.
ALLEGATIONS OF WRONGDOING
A director has a duty to report to the Board any activity which:
- - he or she believes contravenes the law;
- - represents a real or apparent conflict of interest or a breach of these
standards;
- - represents a misuse of the Corporation's funds or assets;
- - represents a danger to public health, safety, or the environment; or
- - might result in a failure by the Corporation to provide full, fair,
accurate and timely disclosure of financial results and material facts.
An officer has a duty to report such activities to the Corporate Secretary.
CONFLICT REPORTING AND APPROVAL
If a director or officer finds himself or herself in a conflict or potential
conflict of interest, his or her duties are as follows:
FOR OFFICERS:
- The conflict or potential conflict should be immediately reported
to the immediate superior of the officer.
- If the officer and the immediate superior cannot resolve the
conflict or potential conflict, the Corporate Secretary should be
informed.
- For non-executive officers, the Corporate Secretary, together
with the CEO, may, in appropriate circumstances as they determine
in their best judgment, waive a conflict. Any such waivers must
be reported to the Board of Directors at its next meeting.
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- For executive officers, only the Board of Directors may waive a
conflict.
FOR DIRECTORS:
- Immediately report the conflict or potential conflict to the
Chairman of the Board and Corporate Secretary.
- If the director and the Chairman and the Corporate Secretary
cannot resolve the conflict or potential conflict, you must:
disclose the conflict or potential conflict to all
directors; and
abstain or recuse, as the case may be, from any vote or
meeting in connection with the subject of the conflict.
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SCHEDULE "A"
CONFLICT OF INTERESTS
CONFLICT OF INTEREST STANDARDS
A conflict of interest may be real or apparent.
A real conflict of interest occurs when a director or officer
exercises an official power or performs an official duty or
function and at the same time knows that in the exercise of
the official power or the performance of the duty or function
there is the opportunity to further his or her private
interest.
An apparent conflict of interest occurs when a reasonably
well-informed person could have a perception that the ability
by a director or officer to exercise an official power or to
perform an official duty or function was or will be affected
by the private interest of the director or officer.
Directors and officers must perform their responsibilities in
a manner that avoids any real or apparent conflict of interest
between private interests and the interests of the
Corporation.
Examples of conflict of interests are as follows:
FURTHERING OF PRIVATE INTERESTS
If a director or officer is directly or indirectly interested
in a proposed activity or transaction with the Corporation or
if the director or officer has discretionary, decision-making
power which could bring about financial benefit to the
director or officer due to his or her financial holdings or
business and property interests, there is potential for a
conflict of interest. In these instances at a minimum, these
circumstances and these holdings should be disclosed to the
Corporate Secretary. If it is determined there is a conflict
of interest, the conflict must be disclosed to the Board.
Directors and officers must not engage in such activities or
transactions where the activity or transaction may be
detrimental to the Corporation or where the activity is in
substantial conflict with the proper discharge of duties to
the Corporation by the director or officer.
CORPORATE INFORMATION AND OPPORTUNITIES
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Directors and officers must not engage in any transactions for
personal profit which result or may result from the official
position or authority of the director or officer or upon
confidential or non-public information which the director or
officer gains by reason of such position or authority.
Confidential information (that is, information that is not
generally available to the public) that a director or officer
receives through his or her office or employment must not be
divulged to anyone other than persons who are authorized to
receive the information. Directors and officers must not use
confidential information that is gained due to his or her
position or authority in order to further the private
interests of the director or officer. Directors and officers
must also not disclose such information to anyone not
authorized to receive such information, including spouses,
associates, immediate family, friends, or persons with whom
the officer is connected by frequent or close association.
CORPORATE OPPORTUNITY
Directors and officers cannot divert to a third party,
themselves, their spouses, their children or a private
corporation controlled by any of these individuals, a maturing
business opportunity that the Corporation is pursuing.
PREFERENTIAL TREATMENT OF OTHERS
Directors and officers must not assist others in their
dealings with the Corporation if this may result in
preferential treatment. A director or officer who exercises
regulatory, inspection, compliance or other discretionary
authority over others, must disqualify themselves from dealing
with individuals where the relationship of the director or
officer with the individual could bring the impartiality of
the director or officer into question.
USE OF CORPORATE PROPERTY FOR PRIVATE INTEREST
Directors and officers must not use corporate property to
pursue private interests or the interests of a spouse, family
members or a private corporation controlled by any of these
individuals. Corporate property includes real and tangible
items such as land, buildings, furniture, fixtures, equipment
supplies, and vehicles and also includes intangible items such
as data, computer systems, reports, information, proprietary
rights, patents, trademarks, copyrights, logos, name and
reputation. The Corporation may, through prior written
approval by an appropriate person within the Corporation,
authorize a director or officer to use corporate property
where doing so does not result in additional costs to the
Corporation, does not detract from the performance of duties
to the
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Corporation by the director or officer, and does not result
in a material personal gain.
ACCEPTING SIGNIFICANT GIFTS, BENEFITS AND ENTERTAINMENT
Directors and officers must not solicit or accept benefits,
entertainment or gifts in exchange for or as a condition of
the exercise of duties or as an inducement for performing an
act associated with the duties or responsibilities of the
director or officer to the Corporation except within the
guidelines set forth below. Directors and officers generally
may accept gifts, hospitality or other benefits associated
with official duties and responsibilities if such gifts,
hospitality or other benefits:
- are within the bounds of propriety, a normal
expression of courtesy or within the normal standards
of hospitality;
- would not bring suspicion on the objectivity and
impartiality of the director or officer; and
- would not compromise the integrity of the
Corporation.
An improper gift or benefit should be returned to the person
offering it as soon as practicable. If there is no opportunity
to return an improper gift or benefit, or where the return may
be perceived as offensive for cultural or other reasons, the
gift must immediately be disclosed to the Corporate Secretary
and turned over to the Corporate Secretary who will attend to
a suitable disposition of the item.
WORKING RELATIONSHIPS
Directors, officers and individuals who are direct relatives
or who permanently reside together may not be employed or hold
office in situations where:
- a reporting relationship exists where a director or
officer has influence, input or decision-making power
over the performance, evaluation, salary, special
permissions, conditions of work or similar matters of
the relative or cohabitant;
- the working relationship affords an opportunity for
collusion between the individuals that could have a
detrimental effect on the interest of the
Corporation.
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This restriction may be waived if the Corporate Secretary is
satisfied that sufficient safeguards are in place to ensure
that the interests of the Corporation are not compromised.