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Progressive Waste Solutions
Code of Business Conduct and Ethics
1
Progressive Waste Solutions Ltd. – Code of Business Conduct and Ethics
Contents
2
Purpose
3
Scope
3
People
4
Personal Health and Safety
5
Operational Health and Safety
6
Responsibility to the Company
7
Competitive Practices
8
Conflicts of Interest
9
Computer Systems and Business Communications
11
Our Communities and Environment
12
Dealings with Governments, Regulators, and Charitable Organizations
13
Guidance from the Company’s Corporate General Counsel
14
Whistleblower Incident Reporting Line
14
Trading in Securities of the Company
14
Conclusion
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Progressive Waste Solutions Ltd. – Code of Business Conduct and Ethics
Purpose
This Code of Conduct and Business Ethics establishes Progressive Waste Solutions Ltd.’s
commitment to its employees, as well as its standards for conducting business, and its
relationship with the community.
Progressive Waste Solutions Ltd. and its subsidiaries (collectively the “Company”) will pursue
each of their respective activities with a commitment to basic values and principles of ethical
behavior.
The Company’s reputation for integrity and good corporate citizenship will be maintained
through adherence to the highest ethical standards, embracing open and honest relations
with Personnel (as defined below), shareholders, customers, suppliers, and other stakeholders.
The Company expects all of its Personnel to act ethically, in accordance with all applicable
laws (including securities laws) and with the highest standards of integrity.
Scope
This Code of Business Conduct and Ethics (the “Code”) applies to all directors, officers, employees and contractors (“Personnel”) of the Company and will be posted on the Company’s
website at investor.progressivewaste.com.
Upon hire, all Personnel must sign a document (the “Attestation”) (i) acknowledging that they
have read and understood the Code, and (ii) agreeing to comply with the Code as a condition
of continued employment or service. Failure to observe the Code may result in disciplinary
action (up to and including termination of employment).
All Managers – from Executive Management to District and Division Level Management within
the Company, as well as controllers and sales representatives – are required to sign the Attestation on an annual basis as a condition of continued employment or service.
To the extent that the Company’s Board of Directors or Audit Committee determines to grant
any waiver from the Code for an executive officer or director, the waiver will be disclosed within
four business days of such determination. Disclosure will be made by distributing a press
release, providing website disclosure on the same site where the Code is posted, or by filing
a report with applicable securities authorities. Only the Board of Directors or the Audit
Committee may grant such a waiver from the Code.
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Progressive Waste Solutions Ltd. – Code of Business Conduct and Ethics
People
The Company strives to communicate with Personnel in an open, honest and timely manner
in all matters that affect them, encouraging feedback to ensure a two-way flow of communication. The Company expects Personnel to commit their best efforts to the Company’s success,
to act prudently in their use of the Company’s property and other resources, and to uphold the
Company’s good name and reputation in all day-to-day dealings.
Both the Company and Personnel have a responsibility to create a workplace where everyone
is treated with honesty, dignity, fairness, and respect, which includes, but is not limited to:
• refraining from using demeaning terms or gestures to refer to an individual’s race, colour, sex,
pregnancy, sexual orientation, gender identity, faith or religion, marital status, age, national
origin, disability, veteran status, citizenship status, or other protected group status as defined
from time to time by applicable federal, state, provincial, or local laws or regulations; and
• refraining from harassment in every form, or intimidating, hostile or offensive behavior,
which may include but is not limited to, making obscene jokes, unwelcome physical touching
or bullying or inappropriate threats of any kind.
The Company is an equal opportunity employer and is committed to an environment free
from discrimination of any sort. The Company will provide equal employment opportunity for
all persons without regard to race, colour, sex, pregnancy, sexual orientation, gender identity,
religion, marital status, age, national origin, disability, veteran status, citizenship status, or other
protected group status as defined from time to time by applicable federal, state, provincial,
or local laws or regulations. This applies to all terms and conditions of employment, including
hiring, placement, promotion, demotion, transfer, recall, recruitment, recruitment advertising,
lay-off or termination, rate of pay or other forms of compensation, and selection for training.
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Progressive Waste Solutions Ltd. – Code of Business Conduct and Ethics
Personal Health and Safety
The Company is dedicated to providing a safe working environment for all its Personnel.
The Company has a zero tolerance principle and standard for acts of violence and verbal or
physical behavior that could lead to, contribute to or cause workplace violence. The Company
does not tolerate violent behavior of any kind at any of its places of business, whether committed by or against any Personnel. Prohibited behaviors include:
• making threatening remarks;
• causing physical injury to someone else;
• intentionally damaging someone else’s or the Company’s property;
• vandalism;
• sabotage; and/or
• acting aggressively in a way that could reasonably cause someone else to fear for his or her
personal safety.
Both the Company and its Personnel have a responsibility to remain alert to any of the violent
or illegal behavior identified above within the workplace. Personnel are to immediately report
any such behavior to their supervisor. For the protection of all Personnel and others involved,
Personnel are encouraged to err on the side of safety when reporting all concerns.
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Progressive Waste Solutions Ltd. – Code of Business Conduct and Ethics
Operational Health and Safety
Conducting operations in a safe manner is central to the Company’s culture and purpose.
All Personnel have a responsibility to work in a safe manner and contribute to the continuous
improvement of the Company’s health and safety practices. The Company will not compromise
safety in the interest of profit. Personnel should ensure that they:
• understand and will comply with all health and safety principles and standards applicable
to their operating unit;
• attend and actively participate in the Company’s operating health and safety training programs that are offered periodically throughout the year;
• speak up if they believe they have not received the training or resources needed to
perform their job safely, and that they will continue to escalate the matter if not adequately
and promptly addressed by their immediate supervisor;
• report any actual or potential health and safety violations or hazards (in each case actual or
potential including dangerous situations which if left unaddressed could reasonably lead to
a safety incident) to their immediate supervisor, and promptly take whatever steps resonably
necessary to prevent bodily injury or harm to others, and that they continue to escalate the
matter if not adequately and promptly addressed by their immediate supervisor;
• cooperate with their workplace health and safety colleagues or committee and with all safety
investigations, inspections and audits; and
• if necessary, avail themselves of the Company’s Whistleblower Program (described below)
to alert the Company’s Corporate General Counsel of any actual or imminent health and
safety issues.
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Progressive Waste Solutions Ltd. – Code of Business Conduct and Ethics
Responsibility to the Company
Information Disclosure
All Personnel are required to protect the Company’s material and confidential information
pursuant to the Company’s disclosure principles and standards, and applicable laws. Unless
required by law, disclosure of confidential information is not permitted without written authorization of the Company. The responsible Personnel may be held liable for any loss or damage
suffered by the Company and will be subject to disciplinary action (up to and including termination of employment).
When Personnel leave the employ or service of the Company, all business-related documents
and information of the Company must be returned to the Company and are not to be used or
disclosed to third parties in any way by the departing Personnel.
Communication with the Media and Investors
Communications with the news media, securities analysts or investors that are made on behalf
of the Company must be in compliance with the Company’s disclosure principles and standards, and in consultation with the Company’s Vice President of Investor Relations and Corporate Communications.
Proper Maintenance and Retention of Records
It is the Company’s principle and standard to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and
Exchange Commission, securities regulatory authorities in Canada and in other public communications. The Company’s accounting records must be maintained in accordance with all
applicable laws and standards, must be proper, supported and classified, and must not contain
any false or misleading entries. Accordingly, all transactions and agreements of the Company
must be properly recorded and accounted for in the books of the Company, and retained in
accordance with the Company’s records retention principles and standards, and guidelines. All
Personnel are responsible and accountable for the accurate reporting of transactions in which
they are directly involved. No Personnel shall make entries that are intentionally false or that
obscure the true nature of a transaction.
Company Assets
All Personnel should protect the Company’s assets and ensure their efficient use. The Company’s
assets should only be used for legitimate business purposes.
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Progressive Waste Solutions Ltd. – Code of Business Conduct and Ethics
Competitive Practices
“Competition” or “Anti-Trust” laws prohibit businesses from engaging in certain restraints on
trade and making false or misleading representations about their products or services, along
with other requirements. These prohibitions are intended to ensure a competitive and efficient marketplace for goods and services. Although the Company will compete vigorously in
the marketplace, the Company will always do so fairly and in compliance with applicable laws
including Competition and Anti-Trust Laws.
For this purpose, “competitor” means anyone who currently competes with or could potentially
compete with the Company in relation to one or more of its services.
Personnel must:
• never make any agreements with any competitor of the Company in relation to:
–– pricing;
–– the allocation of customers or markets; or
–– the supply of products and services to the market;
• never agree with any competitor on the terms of a bid or whether or not to submit a bid
to a potential customer;
• never agree with other competitors to “boycott” or otherwise refuse to do business with
one or more suppliers or customers;
• never exchange competitively sensitive information with competitors of the Company;
and
• ensure that all marketing materials and communications about the Company are accurate
and disclose all information which, if withheld, could create an impression of the pricing,
services or offering that is false or misleading in a material respect.
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Progressive Waste Solutions Ltd. – Code of Business Conduct and Ethics
Conflicts of Interest
General
Conflicts of interest arise when individuals or organizations have personal interests that may
interfere with their independent exercise of judgment in the Company’s business dealings.
Personnel must avoid (i) making decisions on behalf of the Company that are influenced
by conflicting interests, or (ii) being influenced themselves by any such interests. For these
reasons, actual, potential and perceived conflicts of interest (each a “Conflict” and collectively
described as “Conflicts” in this section) must be carefully managed. The following scenarios
are indicative of more commonly encountered Conflicts. This is not an exhaustive list and
Personnel must always be alert to other situations that may give rise to Conflicts.
A Conflict can arise when any Personnel and any immediate family member:
• takes actions or has interests that may make it difficult to perform his or her Company work
objectively or effectively;
• requests, accepts or offers improper personal benefits such as gifts in connection with any
corporate expenditure or sale of goods and services, and to the extent gifts or gratuities are
received, they may only be of nominal value and must be approved;
• takes an opportunity for him- or herself that is discovered through corporate opportunity,
or the use of corporate property, information or position;
• uses Company property, information or position for personal gain. This includes engaging
in insider trading or “tipping” each of which is illegal and expressly prohibited; or
• accepts an outside position with either the Company’s competitors, suppliers, or customers
during the term of employment or service of Personnel, or following such employment or
service when post-employment or post-service restrictive covenants are operative.
For purposes of this Code, an “immediate family member” includes any Personnel’s spouse,
parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and
daughters-in-law, brothers- and sisters-in-law, and any person (other than a tenant or employee) sharing any Personnel’s household.
Personnel and their immediate family members must not accept loans or guarantees of
obligations from any individual, organization or entity doing or seeking to do business with
the Company (except from banks or other entities that provide such services in the normal
course and at arms’ length). Personnel should report any offer of such a loan or guarantee to
a supervisor or the Company’s Corporate General Counsel.
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Progressive Waste Solutions Ltd. – Code of Business Conduct and Ethics
Personnel must avoid activities or situations that involve or appear to involve Conflicts with
the Company. The responsibility to avoid Conflicts or the perception of Conflicts arising from
outside activities lies with individual Personnel. In all instances where a Conflict or the appearance of a Conflict exists, Personnel must disclose the nature of the Conflict to his or her supervisor or the Company’s Corporate General Counsel as soon as possible. Where there is a real or
perceived Conflict involving a director of the Company, the matter should be referred to the
Non-Executive Chairman of the Board.
If Personnel ever doubt whether a situation creates or may create a Conflict, they should
discuss the situation with their managers or supervisors. Personnel are required to act in
the best interests of the Company at all times.
Fair Dealing
Personnel should deal fairly and transparently with the Company’s shareholders, customers,
suppliers, competitors and employees.
Corporate Opportunities
Requests by Personnel to pursue opportunities that the Company has or may have an interest
in will only be considered in exceptional circumstances and all such requests must be referred
to the Company’s Corporate General Counsel or his designee, who will refer the matter to the
Audit Committee for consideration. Any such opportunities that are not approved by the Audit
Committee shall not be pursued. A list of approved related party transactions will be provided
to the Audit Committee annually for review.
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Progressive Waste Solutions Ltd. – Code of Business Conduct and Ethics
Computer Systems and Business Communications
Personnel who use a desktop computer, laptop, tablet, smart phone or any other computing
device (a “Device”) are responsible for the protection of Company information that may be
stored on, accessed from or otherwise available through any such Device. This applies at
all times, whether Personnel are using a Device for work-related or other non-work related
purposes.
All Company-issued Devices are provided for the purpose of conducting Company business
matters. The Devices must not be used in any way that would violate any Company priniciple
and standard. Acceptable use guidelines are provided in the employee handbook or are otherwise communicated from time to time to Personnel and the IT department.
Any and all documents, data, and information, and any form of electronic or voice messages,
composed, sent, stored and received on or over the Company’s systems is also the property
of the Company. Users of these systems should have no expectation of privacy while using
these systems and the Company reserves the right to monitor all uses of these systems.
Furthermore, use of the Company’s systems must be in compliance with all applicable laws
and regulations of Canada, the United States or any other applicable jurisdiction in which
the Company may operate whether now or in the future.
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Progressive Waste Solutions Ltd. – Code of Business Conduct and Ethics
Our Communities and Environment
The Company is committed to responsibly managing all aspects of its business to meet or
exceed recognized environmental, health and safety standards and legal requirements.
To do this, the Company:
• conducts its business in an environmentally responsible manner;
• uses energy wisely and efficiently in its operations;
• complies with all applicable federal, provincial and state environmental laws and regulations,
and related professional standards of good industry practices;
• uses technologies, business processes and operating procedures designed to minimize
health and safety risks; and/or
• encourages all Personnel to report immediately to their supervisor any known breach of the
Company’s environmental, health and safety standards in accordance with the Company’s
established environmental principles and standards, and manuals.
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Progressive Waste Solutions Ltd. – Code of Business Conduct and Ethics
Dealings with Governments, Regulators,
and Charitable Organizations
The Company is committed to honest and ethical communications and dealings with officials at
all levels of government, including full, fair, accurate, timely and understandable disclosure in reports and documents filed with government organizations as well as in public communications.
Under no circumstances will Personnel offer or accept economic or other personal benefits
in dealings with government or regulatory officials. This applies to all situations, regardless of
motive including governmental or regulatory officials’ attempts to obtain money or favors from
the Company by the wrongful use of their official position. Any such incidents should be immediately reported to the Company’s Corporate General Counsel in Toronto.
Company commitments or contributions of any kind, to political candidates or organizations,
shall be pre-approved in accordance with the Company’s applicable principles and standards.
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Progressive Waste Solutions Ltd. – Code of Business Conduct and Ethics
Guidance from the Company’s Corporate General Counsel
The Company operates in multiple jurisdictions in both Canada and the US and must comply with the laws of both countries. As a result, situations will arise where the guidance of the
Company’s Corporate General Counsel (located in Toronto, Canada) should be sought. Actual or
potential violations of this Code should be promptly reported to an officer of the Company and
the Corporate General Counsel in Toronto, who will deal with such actual or potential violations
in a confidential and unbiased manner.
Whistleblower Incident Reporting Line
Personnel may also call the Company’s Whistleblower Incident Reporting Line at 1-888-6324450 to report violations of this Code. Personnel are also strongly encouraged to report any
concern regarding accounting, internal accounting control or auditing matters in writing to the
Audit Committee at [email protected]. Only the foregoing matters will
be dealt with via this reporting line. Calls to the Whistleblower Incident Reporting Line may be
made confidentially and anonymously.
For more detailed information, please refer to the Company’s Whistleblower Principles and
Standards, or consult with the Company’s Corporate General Counsel in Toronto who can be
reached at [email protected].
Trading in Securities of the Company
All Personnel are prohibited by law and Company trading principles and standards from buying
or selling securities of the Company whenever Personnel are in possession of material information about the Company that has not generally been disclosed. Personnel are also prohibited
from engaging in “tipping” which consists of passing material information that has not generally
been disclosed to someone who does not have a need to know that information in the necessary course of the Company’s business.
All Personnel must review the Company’s trading and reporting principles and standards,
which contain provisions concerning trades in the securities of the Company and public reporting requirements applicable to Personnel who are considered to be “Reporting Insiders” under
applicable securities laws.
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Progressive Waste Solutions Ltd. – Code of Business Conduct and Ethics
Conclusion
Upholding a high standard of business conduct is the responsibility of the Company and
individual Personnel. Often answering such simple questions as “Is this course of action good
for The Company?” and “Can I justify it?” or referring to a basic guiding principle, “Am I doing
what is right?” will provide guidance. No principle and standard can provide definitive answers
to all questions. It is difficult to anticipate every decision or action that Personnel may face or
consider. Furthermore, whenever there is doubt about the right ethical or legal choice to make,
or questions regarding any of the standards discussed or principles and standards referenced
in this Code, Personnel should fully disclose the circumstances, seek guidance about the right
thing to do, and keep asking until guidance is obtained. The earlier a potential problem is
detected and corrected, the better off the Company will be in protecting against harm to the
Company’s business and reputation.
Please refer to other relevant documents, (e.g. Company Principles and Standards, Employee
Handbook, etc.) which are available from managers or on the Company’s intranet website for
more detailed information on these matters.
All Personnel have the responsibility to ask questions, seek guidance and report suspected
violations of the Code. Retaliation against Personnel who come forward to raise genuine
concerns will not be tolerated.
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Progressive Waste Solutions Ltd. – Code of Business Conduct and Ethics
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Progressive Waste Solutions Ltd. – Code of Business Conduct and Ethics
Progressive Waste Solutions
Corporate Headquarters
400 Applewood Crescent, 2nd Floor
Vaughan ON L4K 0C3
Tel: 905-532-7510
U.S. Headquarters
2301 Eagle Parkway, Suite 200
Fort Worth TX 76177
Tel: 817-632-4000
For more information, contact:
[email protected]
www.progressivewaste.com