Corporate Policies

Code of Business Conduct

Total Energy Services Inc. – Code of Business Conduct

1. Policies

(a) General

(i) The activities of Total Energy Services Inc. and its affiliated entities (collectively referred to herein as ‘Total Energy”), involve and affect a number of different constituencies. Total Energy’s operations require the cooperation and continued goodwill of business partners, shareholders, communities, governments and others. It is essential that Total Energy’s contacts and dealings in carrying out its activities are, and are perceived to be, honest, ethical, fair and courteous, with due regard for the perceived interests of other constituencies. These policies outline Total Energy’s expectations as to how employees, consultants, officers and directors are to conduct business on behalf of Total Energy.

(ii) Total Energy is committed to conducting its affairs in accordance with the applicable laws of all jurisdictions in which it does business. All employees, consultants, officers and directors must comply with the laws, rules and regulations in force in the jurisdictions in which Total Energy operates.

(iii) Total Energy expects its employees, consultants, officers and directors to avoid unethical behaviour in their business dealings, whether actual or perceived, even in situations where no law would be violated as a result of such behavior.

(iv) Each employee, consultant, officer and director is expected to use all reasonable efforts to avoid conflicts between his or her personal interest and the interests of Total Energy (actual or perceived) and to abide by applicable guidelines (including those set forth below under Paragraph 1(b) of this Code of Business Conduct) in the event a conflict of interest (actual or perceived) does arise.

(v) All employees, consultants, officers and directors are expected to comply with Total Energy’s accounting regulations, policies, procedures and related controls, with the objective that all accounts of Total Energy properly describe and accurately reflect the transactions recorded and all assets, liabilities, revenues and expenses are properly recorded and disclosed in Total Energy’s accounting records.

(vi) Total Energy expects that reports and documents containing financial information concerning Total Energy that are filed on its behalf with regulatory authorities, and other public communications involving financial information of Total Energy, will contain disclosure that is fair, accurate, timely and understandable. Employees, consultants, officers and directors involved in the preparation of financial and other disclosures must remain cognizant of those expectations and endeavor to ensure that such expectations are met.

(vii) Adherence to high standards in respect of occupational health and safety and environmental matters is an essential part of achieving efficiency and profitability in the oil and gas service business.Total Energy believes that its existing policies in relation to occupational health and safety and environmental matters impose high standards on Total Energy and its personnel, but Total Energy strives to achieve continuous improvement in these areas and seeks to: (i) maintain a safe working environment; (ii) minimize the environmental impact of its activities; and (iii) work cooperatively and transparently with local communities in matters relating to Total Energy’s health, safety and environmental activities. As well, Total Energy is committed to regular reviews of its environmental and safety performance and to responding promptly and effectively to environmental and safety concerns.

(viii) Procedures governing communications on behalf of Total Energy with security holders, potential investors and the public generally have been established and are set out in Total Energy’s Disclosure Policy and Procedures (the “Disclosure Policy”). All employees, consultants, officers and directors are expected to be cognizant of the policies and procedures set out in the Disclosure Policy and to abide by those policies and procedures.

(b) Conflict of Interest

Each employee, consultant, officer and director is required to use all reasonable efforts to avoid activities that could give rise to, or could be perceived to give rise to, a conflict between the interests of such employee, consultant, officer or director and the interests of Total Energy. All employees, officers, consultants and directors must adhere to conflict of interest policies that may be implemented by Total Energy from time to time.

If any employee, consultant or officer believes that he/she may have a personal interest that is, or could be construed or perceived by others to be, in conflict with their position as an employee, consultant or officer, he/she shall promptly disclose such interest to the Chief Executive Officer and abide by any directions given by the Chief Executive Officer in that regard. If the Chief Executive Officer or a director believes that he/she may have a personal interest that is, or could be construed or perceived by others to be, in conflict with their position as Chief Executive Officer or a director, he/she shall disclose such interest to the Board of Directors and abide by any directions given by the Board of Directors in that regard.

(c) Protection and Proper Use of Total Energy’s Assets

All employees, consultants, officers and directors are expected use the assets of Total Energy properly and efficiently for legitimate business purposes only and to exercise vigilance with a view to protecting the assets of Total Energy. Each employee, consultant and officer is required to report any suspected incidents of fraud or theft to that person’s supervisor or pursuant to Total Energy’s Whistleblowing policy.

(d) Dealings with Third Parties on Behalf of Total Energy

While employees, consultants, officers and directors have a duty to act in the best interests of Total Energy at all times in their dealings with third parties, Total Energy expects that each employee, consultant, officer and director will act honestly and observe prevailing standards of reasonable commercial behavior when dealing with third parties, including Total Energy’s customers, suppliers, competitors and governmental and regulatory bodies. No employee, consultant, officer or director should take unfair advantage of any such third-party through illegal conduct, manipulation or misrepresentation or do anything that could reasonably be interpreted as being dishonest or inconsistent with prevailing standards of reasonable commercial behavior.

(e) Corporate Opportunities

All employees, consultants, officers and directors have a duty to advance Total Energy’s legitimate interests whenever an opportunity arises. Accordingly, employees, consultants, officers and directors are prohibited from:

(i) taking personal advantage of opportunities discovered through the use of Total Energy’s assets, property, information or their position;

(ii) using or deploying Total Energy’s assets, property or information or their position for personal gain; and

(iii) competing with Total Energy.

(f) Use and Disclosure of Confidential Information

No employee, consultant, officer or director shall disclose Confidential Information concerning Total Energy to anyone other than authorized employees of Total Energy or regulatory authorities entitled to such information. “Confidential Information” includes all non-public information that might be of use to competitors, or harmful to Total Energy or its customers, if disclosed.

Further, no Confidential Information concerning Total Energy’s plans or operations, which has not been released to the general public, shall be used by an employee, consultant, officer or director for his or her own benefit or disclosed to others. This obligation continues after an employee, consultant, officer or director ceases to be employed or associated with Total Energy.

All directors, officers, employees and consultants are required to comply with Total Energy’s Trading and Reporting Policy, as amended from time to time. It is a serious breach of Total Energy’s policies, and securities laws generally, for any person to trade in the units or other securities of Total Energy when in possession of material undisclosed information (“Inside Information”) concerning Total Energy. Since Inside Information concerning other organizations may also have a material effect on the market price of securities of another organization with which Total Energy is dealing, anyone possessing such information must not trade in the securities of that organization until the information has been effectively disclosed to the public, and the public has had sufficient time to evaluate it. Additional guidance relating to the materiality of information and restrictions on the use and communication of material undisclosed information is set out in the Disclosure Policy.

(g) Political Contributions

No funds or assets of Total Energy shall be contributed to any political party or other political organization or to any individual who holds, or is a candidate for, public office. This policy is not intended to discourage or to prevent employees, consultants, officers or directors from engaging in political activities in an individual capacity on personal time and at personal expense.

(h) Gifts, Donations and Other Payments

No person may give to third-party organizations or individuals, or accept from them, any material gift or extravagant entertainment or any similar benefit For purposes of this Code of Business Conduct, a material gift is one having such value that it would appear, to an objective observer, to constitute personal enrichment for the recipient or to represent a factor that could influence that person’s behaviour. The making or acceptance of any individual gift or donation to a third-party organization or individual in excess of $350 (or such other amount as may be prescribed by the Board of Directors from time to time) shall require the prior approval of the Chief Executive Officer (or the Chairman of the Board where the gift is proposed to be made by the Chief Executive Officer or the proposed recipient is the Chief Executive Officer) before being offered or received by an employee, consultant, officer or director.

(i) Software

Purchased software packages are usually subject to copyright or other rights protection. No employee or consultant should copy any such software or otherwise use such software if such activity would constitute an infringement of the rights of the software licensor or vendor. It is also unacceptable to introduce unauthorized software into Total Energy’s systems. Total Energy will purchase all software required by employees and consultants in performing tasks required by Total Energy. Should there be any doubt as to possible infringement of the copyright or other rights of a licensor or vendor of software, the affected employee or consultant shall contact the Chief Financial Officer for direction.

(j) Proprietary Data, Including Inventions

(i) The employment relationship between Total Energy and each employee, and the continuing viability of Total Energy, require a conscientious effort by every employee to improve productivity, modify processes and procedures and to develop new systems, devices, methods, trademarks, concepts, etc. Having regard to the nature of the employment relationship and the fact Total Energy provides employees with the financing, staff, consulting advice, material, Confidential Information and other resources required by them to discharge their duties, Total Energy is the beneficial owner of the results of all such efforts arising from and relating to Total Energy’s business. Accordingly, Proprietary Information that an employee obtains, prepares or develops, either alone or in conjunction with others, while in the employment of Total Energy and relating to Total Energy’s business or operations, is the exclusive property of Total Energy. For purposes of this paragraph, “Proprietary Information” includes reports, analyses, intellectual property (including patentable ideas, trademarks, copyright material, and industrial designs), charts, drawings, computer software (including enhancements of existing software), electronic mail and other documents and Confidential Information prepared by Trust personnel or for Total Energy relating to Total Energy’s business. Proprietary Information does not include any information properly in the possession of the employee prior to his/her employment with Total Energy.

(ii) Additionally in the event of termination of employment for any reason, the terminated employee may be required to immediately deliver all of the above information to Total Energy.

2. Compliance

Each General Manager of a business segment of Total Energy is responsible for the distribution of a copy of this Code of Business Conduct to every existing employee and consultant in their respective business segment and to establish such further procedures as deemed appropriate to monitor compliance. In addition, each such General Manager is responsible for obtaining an acknowledgment from each employee and consultant in such General Manager’s business segment respecting receipt of a copy of this Code of Business Conduct and compliance with the requirements set out herein, which may be in the form of the Acknowledgment attached hereto.

Each new employee or consultant engaged by Total Energy shall acknowledge in writing, substantially in the form of the Acknowledgement attached hereto, receiving a copy of and reading this Code of Business Conduct, and shall comply with its provisions as a term of his or her employment or continued engagement.

A violation of this Code of Business Conduct will result in disciplinary action and could result in dismissal for cause.

If a question arises with regard to the interpretation or application of this Code of Business Conduct, any employee should consult the employee’s supervisor, department head, or senior management

Total Energy requires that each employee, consultant, officer or director promptly report any observed breaches of this Code of Business Conduct to any member of the management team or directly to the Chief Executive Officer. In addition, any employee or consultant who has a complaint regarding the accounting practices of Total Energy may make a submission to the Audit Committee pursuant to Total Energy’s Whistleblowing Policy, as amended from time to time. Confidentiality will be provided for any employees making a complaint in this manner.

The Board of Directors must approve any waiver of any of this Code of Business Conduct for the benefit of a director or an officer.


SAMPLE OF ACKNOWLEDGEMENT

CONFIDENTIAL

Total Energy Services Inc.
2550, 300 – 5th Ave SW
Calgary, AB
T2P 3C4

I acknowledge that I have received a copy of and have read and understand Total Energy Services Inc.’s Code of Business Conduct.

I agree to comply with the provisions of these Policies as a term and condition of my employment/appointment with Total Energy Services Inc.

Name (Please Print)

Signature

Date

HSE Policy

Health, Safety, and Environment Policy


Total Energy Services Inc. (“Total”) is committed to ensuring that it is an industry leader with respect to the health, safety and welfare of its employees, customers, the public, and the environment. The following HSE Policy sets forth Total’s philosophy with respect to its core values and objectives, which incorporate health, safety and environmental protection as its starting point, as demonstrated through the following actions:

  • We will set clear HSE objectives and targets.
  • We will accept responsibility and accountability for providing leadership, visible commitment, direction and resources to meet our HSE performance targets.
  • We will ensure that systems are developed, implemented, and maintained to identify, assess, monitor, and control HSE impacts related to our business activities.
  • We will ensure that each employee responsible for implementing the requirements specifically assigned to them will visibly demonstrate their commitment to the HSE process through their actions while performing their work duties.
  • We will provide training and education to enable our employees to understand and perform their roles and responsibilities involved with their job functions in conjunction with this HSE Policy.
  • We will take reasonable action to ensure employee compliance with all relevant HSE legislation, regulations, and relevant industry practices.
  • We will implement mechanisms to communicate with and obtain input from employees, customers, suppliers, contractors and other interested parties to ensure Total meets its HSE objectives.
  • We will ensure that everyone has the right and the responsibility to refuse to do work that does not comply with Total’s HSE policies.
  • We will make the protection of the environment a consistent component of the corporate decision making process.

Our vision is that we can perform our operations in such a way that will cause no harm to the individual and have no material adverse impact on the environment.

Original Signed by Daniel K. Halyk, President

Whistleblower Policy

Total Energy Services Inc. (“Total” or the “Corporation”) Whistle Blowing Policy

 

General

The purpose of the Corporation’s whistle blowing policy is to establish a framework for the submission of complaints or concerns regarding financial statement disclosures, accounting, internal accounting controls or auditing matters.

Procedures

Each officer, director and employee of the Corporation should promptly advise the Audit Committee of any issues or concerns raised by third parties that such officer, director or employee becomes aware of regarding financial statement disclosures, accounting, internal accounting controls or auditing matters, such as issues and concerns appearing in Internet blogs or voiced by participants in Internet chat rooms.

Any employee of the Corporation may submit (on a confidential or anonymous basis if the employee so desires), any concerns regarding financial statement disclosures, accounting, internal accounting controls, or auditing matters. All such concerns should be described in writing and forwarded in a sealed envelope to the Corporate Secretary or directly to the Chair of the Audit Committee. Any such envelopes received by the Corporate Secretary that are directed to the Audit Committee will be forwarded promptly (and unopened) to the Chair of the Audit Committee. An envelope containing an employee’s submission should be labeled: “To be opened by the Audit Committee only” or should bear a similar legend indicating that the envelope contains a submission made pursuant to this Policy. The Corporation may provide, in its discretion, alternative methods of communication such as a third party website. (If an alternate method of communication is selected, appropriate steps will be taken, under the supervision of the Audit Committee, to ensure the availability of the alternate procedure is widely known throughout the organization.) If an employee wishes to discuss his/her submission with the Audit Committee, the employee should request a meeting (in person or by phone or some other method of communication) with a representative of the Audit Committee in his/her submission and include a telephone number or e-mail address at which he/she can be contacted. The Audit Committee has the authority to determine, in its discretion, whether such a meeting would be appropriate and the Audit Committee may determine not to meet with an employee, notwithstanding that a request for a meeting has been made, as aforesaid.

Following the receipt of any submission of the nature contemplated by this Policy, the Audit Committee will investigate the matter (or cause the same to be investigated) and, if the Audit Committee considers corrective and/or disciplinary action to be appropriate, it will take such corrective and/or disciplinary action as may be within its authority, or make recommendations to the senior officers or the Board of Directors of the Corporation (as applicable), where the implementation of corrective and/or disciplinary action considered appropriate by the Audit Committee is not within the scope of the authority of the Audit Committee. In order to be acted upon, each such submission of an employee must include sufficient information for the Audit Committee to investigate the matter and determine whether the submission is valid and is made in good faith. If, on preliminary examination, the submission is judged to be without substance or merit, or not made in good faith, the submission may be dismissed.

The Audit Committee may enlist employees of the Corporation and/or outside legal, accounting or other advisors, as appropriate, to conduct the investigation of a submission regarding financial statement disclosures, accounting, internal accounting controls, or auditing matters. In conducting an investigation, the Audit Committee will use reasonable efforts to protect the confidentiality or anonymity of the employee who made the applicable submission, to the extent the identity of such employee is known to the Audit Committee.

If the identity of the employee making the submission, or assisting in investigation of the submission, is known by any other person within the Corporation, the Audit Committee will monitor any disciplinary action against the employee to determine whether such disciplinary action is the result of or related to the making of a submission by the employee of the nature contemplated by this Policy or the related investigation. The Corporation and its officers, employees and agents will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of his or her employment based upon lawful actions of such employee in relation to a good faith submission of the nature contemplated by this Policy or the investigation of issues or concerns regarding the Corporation’s accounting and auditing matters.

The Audit Committee will retain as a part of its records any such complaints or concerns for a period of at least 7 years.