Page 106 of 134
EXHIBIT 6
Page 107 of 134
LEADING THE WAY ATI CODE OF ETHICS
Page 108 of 134
ATI's Code of Ethics
LEADING THE WAY
At ATI, we are committed to conducting our business with the highest level of
integrity. These standards guide our daily activities.
This Code of Ethics outlines the key principles and policies that define our
business practices. It has been developed to provide you with a clear and
in-depth guide to our common values and how they can be applied daily. While the
Code of Ethics is fairly detailed, no code is exhaustive. As always, we continue
to trust that you will use your good judgment when faced with difficult business
decisions. Sometimes in our complex business, the right course of action isn't
always clear. We hope this Code will provide you with the direction you need to
have to make the best decisions - decisions that will uphold your and our
company's reputation for honesty and integrity.
Please keep your copy of the Code of Ethics close at hand and refer to it
whenever you are faced with complicated or difficult situations. Being familiar
with the principles of the Code and agreeing to abide by them is not only good
business, it is a requirement for all ATI directors, officers, and employees.
Working together in an open, respectful and honest environment, we will continue
to build on our past accomplishments while striving to attain even greater
success in the future.
If you have any questions about ATI's Code of Ethics or concerns about ethical
issues, please contact your business unit Vice President or Michel Cadieux, Vice
President, Human Resources.
Page 109 of 134
ATI TECHNOLOGIES INC.
CODE OF ETHICS
TABLE OF CONTENTS
1. Code Of Ethics 2
2. Employee Standard Of Conduct 3
3. Conflicts Of Interest 9
4. Protection Of Proprietary Information 13
5. Computer/Communications Systems 15
6. Monitoring Compliance 17
7. Officers' Responsibilities 18
8. Reporting Of Financial Information 18
9. Reporting Violations And Sanctions 19
10. Other Requirements 21
11. Requests For Information 21
12. Effective Date 21
13. Appendix A 22
14. Appendix B 24
Page 110 of 134
1. CODE OF ETHICS
1.1 PURPOSE OF THE CODE
As a global company with a diverse group of employees, ATI aims for all of its
employees to carry on business based upon a common set of principles. ATI's Code
of Ethics (the "Code") has been implemented to maintain the reputation earned by
ATI and its employees for honesty, integrity, discretion with respect to
confidential information and the avoidance of conflicts of interest. This Code
also forms part of the terms and conditions of employment for all ATI employees.
ATI encourages you to read this Code from time-to-time. As a company, our
philosophy is that each of you, through self-regulation and individual
responsibility, will make the appropriate decisions and take the appropriate
actions. As a guiding principle, we expect employees to ask themselves whether
their actions are reasonably likely to give rise to a situation that could
negatively affect or cause embarrassment to your reputation or that of ATI. The
rules set out in the Code serve as a complement to the corporate by-laws,
policies and other corporate requirements and directives governing the conduct
of ATI and its employees. They do not restrict the rights of ATI to manage and
direct its employees. ATI may occasionally modify the Code to reflect ongoing
business and legal requirements and will notify you of any changes as they are
implemented.
1.2 DECLARATION AND COMMITMENT
Each ATI employee will be provided with a copy of the Code on its effective
date. At the time of hiring, new employees will also be provided with a copy of
the Code. All employees will be asked to sign a declaration form attached as
Appendix A when they receive the Code. Once a year, employees will also be asked
to reconfirm their commitment to having received, read and understood the Code
and any amendments and to confirm their commitment to comply with the Code.
Page 111 of 134
1.3 APPLICATION
This Code applies to all ATI directors, officers and employees, whether
full-time or part-time, and to all other service providers including,
contractors and consultants. For ease of reference, the Code often refers only
to "employees", however, it should be understood that the Code is applicable to
all the aforementioned persons. The Code applies wherever business is carried
out on ATI's behalf including ATI offices, business travel and any other
work-related functions such as meetings with third parties, seminars,
conferences and training programs.
2. EMPLOYEE STANDARD OF CONDUCT
ATI's philosophy is to provide a positive work environment in which all
employees can work in a pleasant atmosphere with an emphasis on teamwork. To
maintain this environment, each of us is expected to demonstrate honesty and
integrity, ensure individual rights to equality and non-discrimination and to
safeguard the privacy and reputation of others. ATI expects compliance with the
spirit and letter of all applicable laws and encourages you to interact with
your colleagues in a respectful and courteous manner. As an employee, concern
for what is right should form the basis of all of your business decisions.
2.1 COMPLIANCE WITH LAWS
ATI's reputation is based upon its integrity that is itself based on your
conduct. Each employee must behave ethically and conduct business relations with
honesty, fairness, courtesy and respect at all times. To maintain ATI's
reputation and foster positive business relations with customers and suppliers,
each employee is required to conduct ATI business in compliance with applicable
laws in Canada, the United States and other countries. If any provision of this
Code conflicts with a law or regulation, employees are expected to comply with
the higher standard unless doing so would cause non-compliance with the local
law or regulation. In the event of the latter, you should report the conflict to
your immediate manager.
Page 112 of 134
In carrying out your duties, you are required to observe the corporate bylaws,
policies and other corporate requirements and directives of ATI. Employees with
a professional designation are also to observe the code of conduct or ethics for
that profession.
Whenever an employee is in doubt about the application or interpretation of any
legal requirement, the employee should refer the matter to his or her manager
who, if necessary, should seek the advice of the Vice President, Human Resources
or Vice-President, Legal Affairs and General Counsel.
2.2 EXTERNAL RELATIONS
Relations with ATI's customers, vendors, suppliers and partners are based on
honesty, credibility and mutual trust. Employees therefore must demonstrate
integrity, diligence and competence in accordance with these principles, and
treat customers, vendors, suppliers and partners with courtesy and respect.
Dealings with suppliers should be made objectively and in the best interests of
ATI and contracts or other arrangements must only be entered into with the
appropriate business, finance and legal approvals. You must appropriately
safeguard customer information and comply with applicable privacy laws.
In your dealings with ATI's customers, vendors, suppliers and partners who have
their own policies or requirements similar to this Code, you are expected to
comply with the terms of such third party's policy provided any such compliance
does not result in a breach of this Code.
2.3 MONETARY COMPENSATION, GRATUITIES
AND OTHER ADVANTAGES
Employees will not directly or indirectly solicit, accept or offer compensation,
including money, goods, secret commissions, bribes or any other form of benefit
from any supplier, customer or any other third party with whom ATI conducts
business or with whom you have contact with in the course of business. You also
may not accept or give anything that will compromise, or be seen to compromise
your judgement or inappropriately influence others. Apart from marks of
hospitality, gifts and other low-value items that may be offered or received, it
is sometimes necessary in the
Page 113 of 134
course of conducting our business to offer or receive gifts or invitations of a
social nature that are of more significant value (for example, golf trips). In
these instances, employees must obtain their immediate manager's approval before
accepting such a gift or invitation. Directors and officers of ATI shall obtain
the approval of the person designated by the audit committee of the Board of
Directors before accepting such a gift or invitation.
Employees who wish to offer any gift or invitation must ensure that the offer is
not contrary to the policies of the recipient's employer and that such recipient
is authorized to accept such gift or invitation.
Employees who have permission from their manager may give or receive modest
gifts, favors and entertainment to persons, other than public officials. Factors
to be considered in granting approval include the following:
o the gift or other benefit is not cash, a gift certificate or other negotiable
instrument;
o the gift or other benefit cannot reasonably be interpreted as an improper
payment or inducement and is of nominal value;
o the gift or other benefit does not contravene any law and in addition is made
in accordance with generally accepted local ethical practices;
o the entertainment occurs infrequently and arises out of the ordinary course of
business;
o the entertainment involves reasonable, not lavish expenditures. The amounts
involved should be amounts employees are accustomed to spending for their own
business or personal entertainment; and
o the employee does not feel obligated to give the individual or company
providing the entertainment any special consideration.
Where an employee is given a gift that contravenes this Code, The employee or
ATI will politely return the gift with an explanation that our Code does not
permit us to accept such gifts. When returning a perishable
Page 114 of 134
item that does not qualify under this Code is not possible, it should be
anonymously donated to charity. If this is not feasible, the gift should be
accepted on behalf of ATI, not the individual it was presented to, and shared
among all employees in the office.
Some examples of acceptable gifts and entertainment are as follows:
o a gift that is moderate in value
o a gift that is promotional in nature and adorned with a company logo (for
example, pens, hats, t-shirts)
o a gift that is distributed widely, for example, to other employees,
customers or suppliers
o meals
o local sporting events
o holiday gatherings and other celebrations
Any questions regarding the interpretation of this section and its requirements
should be directed to the Vice President, Human Resources.
2.4 DEALINGS WITH PUBLIC OFFICIALS
All dealings between employees and public officials are to be conducted in a
manner that will not compromise the integrity or the reputation of any public
official, the employee or ATI. In situations where ATI employees engage in
regular contact or contact in particular circumstances with public officials,
the following guidelines will apply to the employee's conduct:
o employees will not give any gift or make any form of payment, direct or
indirect, to any public official, or any third party whom the employee
reasonably knows may pass the gift or payments on to a public official, as
inducement to having a law or regulation introduced, enacted, defeated or
violated;
o on special, ceremonial occasions, senior officers of ATI may publicly give
Page 115 of 134
gifts of more than nominal value to public institutions and public bodies.
These may be transmitted through public officials, but the gifts are given to
the public institutions and public groups the officials represent, not the
officials personally;
o employees may periodically entertain public officials so long as the
entertainment is consistent with the standards of behaviour set out in this
Code and the entertainment is consistent with all applicable laws and
regulations;
o where employees have dealings with a public official who is a political
candidate, the standards in this Code as set out in section 3.7 are
applicable; and
o non-routine and high profile contacts with public officials in Canada, the
United States and any other country in which ATI conducts business should be
handled by a Vice-President of ATI.
2.5 RESPONSIBILITY FOR ATI FUNDS
Employees are responsible and accountable for all funds over which they have
control. This means employees are responsible for safeguarding ATI's assets,
including cash, cheques, corporate credit cards and calling cards.
2.6 GATHERING COMPETITIVE INFORMATION
In the normal course of business, it is not unusual for ATI or its employees to
acquire information about many other organizations, including our competitors.
Doing so is a normal business activity and is not unethical. In fact, ATI quite
properly gathers this kind of information from a variety of legitimate sources
to evaluate the relative merits of its own products, marketing methods and even
for such routine reasons as extending credit and evaluating suppliers. This
activity is proper and necessary to help us run our business.
ATI employees must not, however, use illegal means to acquire a competitor's
trade secrets or other confidential information. ATI will not condone illegal
information gathering. If information is obtained by mistake that may constitute
a trade secret or confidential information of another
Page 116 of 134
person or business, or if you have questions about the legality of information
gathering, you should consult the ATI Legal Department.
2.7 WORK ENVIRONMENT
You have a shared responsibility with ATI to create a work environment where
everyone is treated with dignity and respect. You also share responsibility for
creating and maintaining a healthy and safe workplace for all.
(a) Harassment and Discrimination
ATI strives to provide a workplace free of harassment, discrimination and
intimidation. The responsibility for maintaining such a workplace lies with all
employees. Behaviour that will strain work relationships and contribute to a
negative work environment will not be tolerated. Harassment of any type is
prohibited and ATI prohibits discrimination on the grounds of race, ancestry,
place of origin, colour, ethnic origin, citizenship, creed, sex, sexual
orientation, age, record of offences, marital status, same-sex partnership
status, family status or handicap. Please review ATI's Harassment and
Discrimination Policy on the ATI Intranet for further details.
(b) Health and Safety
ATI has an exceptional health and safety record. To ensure we maintain a healthy
and safe working environment, all employees must observe established health and
safety practices that are reflective of corporate policies and local legislative
requirements. Managers and employees are accountable for ensuring that they
understand their responsibilities and are able to act on them to protect the
health and safety of our employees, customers, vendors and suppliers while at
ATI.
(c) Dress Code
ATI strives to provide an informal, productive work atmosphere for its
employees. In keeping with this philosophy, our corporate office dress code can
be described as "business casual". You are expected to present
Page 117 of 134
an appearance and manner that is consistent with your duties and
responsibilities.
3. CONFLICTS OF INTEREST
3.1 SOURCES OF CONFLICT OF INTEREST
Your primary professional obligation is to ATI. Employees must therefore avoid
any interests or relations that could conflict with or go against the interests
of ATI. Although relationships likely to create a conflict of interest are
sometimes unavoidable, employees must inform their immediate manager of such
situations and refrain from any action or decision that is not in the best
interests of ATI. In addition to the potential conflicts associated with outside
employment/business activities or insider trading for example, conflicts of
interest can also occur whenever you can influence a decision on ATI's behalf
that may result in a personal benefit, whether direct or indirect, for you or
any other person. Here are some general requirements employees must follow
relating to the avoidance of conflicts of interest. Employees must not:
o disclose or authorize the disclosure, to anyone, other than authorized
employees, contractors or officers of ATI, or use for non-ATI purposes or
other non-permitted purposes confidential or personal information acquired in
the performance of their duties, for their personal benefit, or for the
benefit of any other person. This obligation extends beyond the termination of
employment (as specified in your Business Protection Agreement with ATI);
o take advantage of a situation, internal information or the authority of your
position for your personal benefit or for the benefit of any other person;
o influence or seek to influence negotiations or dealings with ATI for your
personal benefit or for the benefit of any other person;
o favor certain customers or suppliers for personal reasons; and
Page 118 of 134
o have an ownership interest in a company supplying products or services to ATI
or offering products or services to, or in competition with, ATI or be a party
to a contract or transaction with ATI , unless: (i) the employee has received
prior approval by the Committee; or (ii) the interest is less than 1/10 of 1%
of a public company's publicly traded securities. Directors and officers are
also subject to prescribed disclosure and approval procedures where they have
a conflict of interest in respect of material contracts or transactions or
proposed material contracts or transactions with ATI.
Any employee who has a direct or indirect interest in any organization which may
have dealings with ATI must reveal that interest to the Vice-President, Human
Resources in accordance with this Code.
3.2 OUTSIDE EMPLOYMENT AND OTHER ACTIVITIES (DOES NOT APPLY TO OUTSIDE
DIRECTORS)
You are free to take on employment or carry out any activity you wish outside
your working hours at ATI. However, employees must ensure that such employment
or activity does not enter into a real or apparent conflict with ATI's business
or with your ability to perform your duties at ATI. Consequently, employees may
not:
o work as an employee or consultant or perform any other similar function for a
company that:
o offers products or services in competition with ATI, or
o supplies products or services to ATI.
o make use of ATI's tools, materials, information or facilities to perform paid
or unpaid work for another organization, unless expressly authorized by your
immediate manager (for example, to support a charity);
o perform work for yourself or a third party during working hours;
Page 119 of 134
o accept any employment or undertake any activity that would prevent you from
fulfilling your duties at ATI with competence, diligence and punctuality.
You must obtain approval from your immediate manager before engaging in
employment outside of ATI.
3.3 RELATIONSHIPS IN THE WORKPLACE
Employees have an obligation to disclose the existence of any personal or family
relations if they hinder their ability to act in ATI's best interests, or have
the potential to do so or to be perceived as doing so. Employees must also
understand that mixing work life with personal life could lead competitors,
suppliers or co-workers to believe that you are in a conflict of interest.
To avoid conflicts of interest or prevent a situation from developing into a
conflict of interest, you must notify your immediate manager if any of the
following situations occur:
o you recommend the hiring of a friend or relative;
o your function gives you direct authority over a friend or relative;
o one of your family members works for a supplier, customer or competitor;
o one of your relatives or close relations is an executive or major shareholder
in a supplier, customer or competitor.
3.4 DECLARATION OF CONFLICT OF INTEREST
An employee who is aware of an actual or potential conflict of interest as
described above must promptly inform the Vice-President, Human Resources. You
should do this by completing the Declaration in Appendix B or by completing the
online form on the ATI Intranet. Employees must then comply with any written
recommendations or directives received from the Vice-President, Human Resources
in this matter. In addition, directors and officers must strictly follow the
approval procedures prescribed under corporate legislation in respect of
material contracts or transactions in
Page 120 of 134
which they are a party or have a material interest. The Vice-President, Legal
Affairs and General Counsel must be contacted in advance to coordinate such
approval.
3.5 Board Appointments (does not apply to outside directors)
An ATI employee may not sit on the board of a company or other entity without
the permission of his/her immediate Vice President, or in the case of Vice
President level employees, the President and Chief Operating Officer. In the
case of a public company, permission must be obtained from the Chief Executive
Officer or Chief Operating Officer. Membership on charitable or community boards
does not require pre-approval but such activity must not interfere with your
duties and obligations to ATI and must not reflect negatively on ATI.
An employee who sits on the board of a company (other than ATI) or other entity
must abstain from voting on any matter directly or indirectly concerning ATI or
likely to go against the interests of ATI.
3.6 TRADING IN ATI STOCK
ATI encourages all of its employees to become shareholders of ATI on a long-term
investment basis. Purchases and sales of ATI securities (including stock
options) are, however, regulated by rules under Canadian securities legislation
and the United States Securities and Exchange Commission and policies of the
Toronto Stock Exchange and the NASDAQ Stock Market. The purchase and sale of ATI
securities may only be done in accordance with ATI's Stock Trading Guidelines.
Please review ATI's Stock Trading Guidelines on the ATI Intranet for further
details.
As a general guideline, it is illegal for anyone to purchase or sell securities
of any public company with knowledge of material information affecting that
company that has not been publicly disclosed. It is also illegal for anyone to
inform another person of material non-public information except in the necessary
course of business. To determine what information is "material" or what
circumstances will be in the "necessary course of business", you should consult
the Vice President, Legal Affairs and General Counsel.
Page 121 of 134
3.7 POLITICAL CONTRIBUTIONS
The use of ATI funds, goods or services as contributions to political parties,
candidates or campaigns must be approved in advance by the Vice-President, Human
Resources.
3.8 CHARITABLE DONATIONS
Charitable donations may only be made in ATI's name with prior authorization
from the ATI Donations Committee. Such requests should be made to the Donations
Committee by e-mail. You are encouraged to participate in charitable and
community activities in your own name so long as it is not perceived as acting
on ATI's behalf.
4. PROTECTION OF PROPRIETARY INFORMATION
4.1 CONFIDENTIAL INFORMATION
Protecting confidential information is vital to ATI's success. All ATI employees
must hold confidential information concerning ATI's business and affairs in
strict confidence. Confidential information includes, but is not limited to:
o financial data
o employee data
o marketing plans, business projections
o competitive information
o design specifications, technical data/prototypes, research data, software code
o trade secrets, proprietary information
o customer, partner and supplier information
Page 122 of 134
If in doubt about whether information is confidential, you should assume all
information is confidential unless otherwise advised by your immediate manager.
If there is a need to disclose confidential information, approval must first be
obtained from appropriate management and, in most circumstances, the information
may only be disclosed under the terms of a Non-Disclosure Agreement. The
Business Protection Agreement you signed upon commencing employment with ATI
details your obligation to maintain information confidential throughout and
beyond your tenure with ATI. Please review ATI's Corporate Policy for the
Protection of Proprietary Information on the ATI Intranet for further details.
4.2 PROTECTION OF INTELLECTUAL PROPERTY AND COMPANY ASSETS
All ideas, methods, techniques, technical or business innovations, patents, and
written or computer coded materials manifested in ATI products are considered
works made for hire and all rights are owned by ATI. Please review ATI's
Corporate Policy for the Protection of Proprietary Information on the ATI
Intranet for further details.
ATI's facilities and property, including furniture and equipment may only be
used for ATI business. Except with prior authorization of an employee's
immediate manager (which may include a general authorization in certain
circumstances), no furniture, files, supplies or other equipment may be removed
from ATI's premises. Intellectual property and other proprietary information
must be similarly safeguarded. Please review ATI's Corporate Policy for the
Protection of Proprietary Information on the ATI Intranet for further details.
4.3 RECORDS RETENTION
All employees are expected to become familiar with ATI's Records Retention
Policy and to adhere to the procedures set out in that Policy. ATI records must
be maintained, stored and destroyed only in accordance with this Policy. Please
review ATI's Records Retention Policy on the ATI Intranet for further details.
4.4 CORPORATE COMMUNICATIONS
Page 123 of 134
ATI has assigned specific persons in its Public Relations and Investor Relations
departments the task of communicating information to the media and investors.
All other employees should not answer questions or provide comments to the media
or the investment community except in accordance with ATI's Corporate Disclosure
Policy. For further details about how information about ATI is communicated
outside the company, please review ATI's Corporate Disclosure Policy on the ATI
Intranet for further details.
In addition, specific procedures exist for sharing information on the Internet
and publishing papers including co-op student reports. Again, if in doubt,
assume all information is confidential until otherwise specified. Please review
ATI's Corporate Policy for the Protection of Proprietary Information on the ATI
Intranet for further details.
4.5 EMPLOYEE PRIVACY
ATI employees must also respect the privacy of their colleagues. Business and
personal information about fellow employees must be held in confidence. As an
employer, ATI is permitted to collect, store, use and, where necessary, disclose
employee personal information in order to administer the employment
relationship. If you have access to employee personal information, you must
maintain strict control and confidentiality of that information at all times.
5. COMPUTER/COMMUNICATIONS SYSTEMS
Employees with access to ATI computing and communication devices must use them
in a responsible manner for the benefit of ATI. Most of these resources are
shared by a large population at ATI. Users, management and Information
Technology departmental employees should ensure that they are used appropriately
and with care. While incidental personal use may occasionally occur and is
acceptable, these resources are intended for ATI's benefit and use.
Page 124 of 134
Computer system passwords and/or user identifications must not be disclosed to
anyone except in accordance with ATI policy. Employees must not use personal
software on ATI systems and must adhere to all applicable software licensing
agreements when using ATI systems.
Information transmitted through ATI resources implies affiliation with ATI and
should therefore reflect positively upon ATI. This is especially true of the
World Wide Web and ATI's internal networking system. Normal standards of
professionalism should govern when deciding whether to make information
available on ATI computing and communication devices. Please review ATI's
Computing and Communication Devices Policy on the ATI Intranet for further
details.
5.1 E-MAIL
Employees should have no expectation of privacy when using ATI's computing
resources whether accessing ATI's computing resources on site or from a remote
location (e.g. by employees from home). ATI reserves the right to monitor and
review any material created, stored, sent, or received on its network. Please
review ATI's Computing and Communication Devices Policy on the ATI Intranet for
further details.
5.2 INTERNET
ATI employees are encouraged to use the Internet when it is appropriate for
business purposes. However, the infrastructure required to provide this access
represents a sizeable commitment of resources by ATI. Unnecessary Internet usage
causes network and server congestion, additional cost and should be avoided.
Employees should not use the Internet for personal activities including the
viewing and/or distributing of illegal, offensive or pornographic material.
Please review ATI's Internet Use and Security Policy on the ATI Intranet for
further details.
Page 125 of 134
6. MONITORING COMPLIANCE
The ultimate responsibility for monitoring compliance with the Code lies with
ATI's Board of Directors. The Board of Directors has delegated this
responsibility to the Audit Committee or such other committee which is
established by the Board to oversee governance matters from time to time (the
"Committee"). The Committee will be responsible for:
o filing the Code with securities regulators on an annual basis, as required by
law;
o reviewing the Code on an annual basis and approving amendments to the Code, if
necessary or desirable;
o granting waivers to employees from the Code, if any;
o disclosing all waivers from the Code that have been granted in accordance with
all Canadian, U.S. or other legal requirements;
o overseeing the preparation of and approving public disclosure relating to the
Code; and
o overseeing implementation and monitoring of the Code by the Vice-President,
Human Resources.
ATI reserves the right to audit compliance with this Code. Accordingly,
employees will assist any internal or external auditors and will provide access
to all ATI operations, records, facilities or personnel. Employees are also
responsible for taking appropriate measures to safeguard information obtained
through the audit process.
Page 126 of 134
7. OFFICERS' RESPONSIBILITIES
The officers and managers of ATI play a key role in maintaining ATI's reputation
for integrity and honesty and in upholding the Code. These individuals are
required to:
o set an example by complying with the Code under all circumstances;
o ensure that all employees have a copy of the Code and that they understand its
principles and act accordingly;
o create and maintain a work atmosphere conducive to observance of the Code;
o promote a workplace based on openness, where problems can be raised and
discussed without fear of reprisal;
o immediately notify the Vice-President, Human Resources of any actual or
apparent breach of the Code or an ATI directive;
o rapidly take the necessary disciplinary measures in the event of a proven
breach of the Code (as instructed by the Vice-President, Human Resources);
o comply with the Code by otherwise maintaining the confidentiality of
information exchanged between you and your immediate manager.
8. REPORTING OF FINANCIAL INFORMATION
Employees with responsibilities for reporting financial information shall
provide information that is accurate, complete, objective, timely and
understandable and complies with all applicable securities laws relating to
disclosure of financial information to the public. Employees will assist all
internal and external auditors in this regard.
Page 127 of 134
9. REPORTING VIOLATIONS AND SANCTIONS
9.1 YOUR RESPONSIBILITIES
Employees have a responsibility to ATI report immediately irregular business
practices or inappropriate conduct on the part of other employees that come to
the employees attention. Employees who do not report the event will be viewed as
condoning the activities of those who do not comply with the Code. ATI employees
must follow all corporate by-laws, policies and other corporate requirements and
directives of ATI and the Code. The policies and directives of the various
corporate groups and business units must also be regarded as complementary to
the general policies and directives of ATI.
9.2 COMPLYING WITH THE CODE
It is each employee's responsibility to be aware of and understand the Code and
to remain in compliance with the Code at all times. Failure to comply with the
letter and spirit of the Code may lead to disciplinary action being taken,
including, termination of your employment. Officers and managers may also be
subject to disciplinary action if they condone misconduct related to this Code,
do not report misconduct, do not take reasonable measures to detect misconduct,
or do not demonstrate the appropriate leadership to ensure compliance with the
Code. Where a concern arises over an officer or manager's conduct in relation to
this Code, the Committee will serve as an independent authority for overseeing
the disciplinary process of the involved officer or manager. Each employees
responsibilities in terms of complying with the Code involves the following:
o compliance with the corporate by-laws, policies or other corporate
requirements or directives of ATI or the Code;
o not asking or requiring other ATI employees to violate a corporate by-law,
policy or other corporate requirement or directive of ATI or the Code;
o immediately reporting any violation of the corporate by-laws, policies or
other corporate requirements or directives of ATI or the Code;
Page 128 of 134
o cooperating with any inquiry into a proven or suspected violation of the
corporate by-laws, policies or other corporate requirements or directives of
ATI or the Code;
o taking all necessary steps to ensure that no retaliatory action is taken
against an employee who has reported a violation of the corporate by-laws,
policies or other corporate requirements or directives of ATI or the Code.
Employees who are aware of an irregular incident or situation that may
constitute either a violation of the law, this Code or other ATI policies or
directives, are required to promptly report the matter to ATI's Alertline
System. For US & Canada call 1-800-839-0261, all other international locations
call collect to 770-582-5259. The AlertLine system is available 24 hours a day
on a worldwide basis to all employees. Your report may be done anonymously if
you so choose and the system ensures that your concern or issue will be taken
seriously.
All submissions made through this system will be logged, reviewed and maintained
as confidential by the Vice President, Human Resources and Vice President, Legal
Affairs and General Counsel. Depending on the severity and scope of the matter,
such matter may be immediately reported to the Committee of the Board of
Directors on a confidential basis. The Vice President, Human Resources and Vice
President, Legal Affairs and \ or General Counsel will be responsible for
responding to all submissions on behalf of the Committee.
Retaliation against any employee who honestly reports a concern about illegal or
unethical conduct will not be tolerated. Neither ATI, nor any officer, employee,
contractor, subcontractor, or agent of ATI may discharge, demote, suspend,
threaten, harass, or in any other manner discriminate against an employee in the
terms and conditions of employment because of any lawful act done by the
employee to provide information or otherwise assist in an investigation
regarding any conduct which the employee reasonably believes constitutes a
violation of the law, this Code or another ATI directive or because an employee
files, testifies, participates in, or otherwise assists in a proceeding relating
to an alleged violation of the law. It is unacceptable to make a report knowing
it to be false.
Page 129 of 134
10. OTHER REQUIREMENTS
This Code is a statement of goals and expectations and represents ATI's
commitment to the maintenance of high standards of ethical conduct and behaviour
expected from its employees in all circumstances. The Code does not attempt to
deal specifically with all aspects of the conduct required of ATI employees.
Consequently, situations may arise where it is difficult for you to determine
with certainty the correct action to follow. In such an event, the first place
to turn is your immediate supervisor or manager. If you are uncomfortable
discussing the issue with your supervisor, please consult with the
Vice-President, Human Resources or another senior ATI officer in order for both
ATI's and your interests to be properly addressed.
11. REQUESTS FOR INFORMATION
Any request for information concerning the application or interpretation of this
document must be addressed to the Vice-President, Human Resources.
12. EFFECTIVE DATE
This Code is effective as of July 1, 2003.
Page 130 of 134
APPENDIX A
EMPLOYEE DECLARATION AND COMMITMENT
Last Name ____________________________________________________________________
First Name____________________________________________________________________
Employee Number ______________________________________________________________
DECLARATION
I, the undersigned, declare that I have read and understood ATI's Code of
Ethics. I agree to comply with the Code of Ethics and with any amendments
thereto, provided such amendments have been brought to my attention. I declare
that I have informed the Vice-President, Human Resources of any known or
potential conflicts of interest involving me by preparing and submitting the
applicable Declaration form. I agree to report any new conflict of interest as
soon as it arises. I declare that I have no actual or potential conflict of
interest apart from those stated in the form "Declaration of Actual or Potential
Conflicts of Interest".
Signature ____________________________________________________________________
Title Date ___________________________________________________________________
Signature of ATI Representative ______________________________________________
Title Date ___________________________________________________________________
Page 131 of 134
Notes
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Note to Immediate Manager:
This form must be filled out and signed at the time of hiring and be kept in the
employee's Human Resources file.
Page 132 of 134
APPENDIX B
DECLARATION OF ACTUAL OR POTENTIAL CONFLICT OF INTEREST
Last Name ____________________________________________________________________
First Name ___________________________________________________________________
Employee Number ______________________________________________________________
A. I am directly or indirectly involved in another enterprise or occupation that
is or could be in conflict with the interests of ATI:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
B. I have direct or indirect investments or business relations that are or could
be in conflict with the interests of ATI:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
C. I have direct or indirect personal or family relations that are or could be
in conflict with the interests of ATI:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Page 133 of 134
D. Other items:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Signature ____________________________________________________________________
Title Date ___________________________________________________________________
Signature of Manager _________________________________________________________
Title Date ___________________________________________________________________
Note to Immediate Manager:
A copy of this form will be kept in the employees file.
Page 134 of 134
[LOGO]