Investors / Employee Conduct

Code Of Business Conduct

The successful business operation and reputation of Tucows is built upon the principles of fair dealing and ethical conduct of our employees, directors and officers. Each director and employee of the Company, including officers of the Company, is responsible for conducting the Company’s business in a manner that demonstrates a commitment to the highest standards of personal integrity.

The continued success of Tucows is dependent upon our customer’s trust and we are dedicated to preserving that trust. Employees owe a duty to Tucows and its customers and shareholders to act in a way that will merit the continued trust and confidence of the public.

Purpose

The purposes of this Code of Business Conduct and Ethics Policy are to: (i) focus directors and employees on areas of ethical risk, (ii) provide guidance to help them recognize and deal with ethical issues, (iii) provide mechanisms for them to report unethical conduct; and (iv) foster among them a culture of honesty and accountability.

Overview

In general, the use of good judgment based on high ethical principles will guide you, the employee, with respect to lines of acceptable conduct. Tucows will comply with all applicable laws and regulations and expects its directors, officers, employees, partners and suppliers to conduct business in accordance with this letter, spirit and intent of all relevant laws.

  • If you participate, directly or indirectly in the preparation of financial and other disclosures that the Company makes to the public, you must provide full, fair, accurate and timely disclosures. In addition, continue to act honestly, ethically and with integrity and complying with this Code.
  • Each director and employee should deal fairly and in good faith with the Company’s employees, customers, suppliers, regulators, business partners, and others.
  • Each Director and employee must exercise due care to ensure that any delegation of authority is reasonable and appropriate in scope, and includes appropriate ongoing monitoring.
  • You must observe the Confidentiality of Information that you may acquire by virtue of your position(s) at the Company, including information concerning customers, suppliers, competitors, and directors and employees. This obligation extends even after employments ends.
  • All directors and employees should endeavor to protect the Company’s assets and ensure their efficient use including proprietatv information. Any suspected incidents should be immediately reported for investigation.

Implementation and Oversight of this Code

The Company’s Board of Directors are ultimately responsible for the implementation and oversight of this Code. The Board has designated the Audit Committee to administer this Code. If you have any questions regarding the application or interpretation of this Code, you can speak with the designated executive. The designated executive for the employees is the General Counsel.

You will receive periodic training on the contents and importance of this Code and related Policy statements in which violations must be reported and waivers must be requested. We require all directors and employees to comply with this Code.

Reporting Requirements and Enforcement

If you learn of or suspect any illegal, unethical or improper conduct, including any violation of this Code, that has occurred or is likely to occur, you must immediately report the violation to the Compliance Officer or another member of the Company’s senior management, or the Chairperson of the Audit Committee. Directors and employees who report violations or suspected violations in good faith will not be subject to retaliation of any kind. The Company will consistently enforce this code through appropriate means of discipline up to and including termination.

Employee Certification

We ask you to carefully review this policy prior to signing and returning the attached certification form to Human Resources within one week of today’s date.

We will also be asking you, once a year, to review the policy and guidelines and sign the Tucows Code of Business Ethics and Conduct Certification, in order that we can be assured that all Tucows employees, directors and officers are reminded once a year of the importance of this policy to the Company.

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