Transalta Corp 6-K, filed Jan 24, 2023
Transalta Corp (TAC)
About this 6-K
Transalta Corp filed this 6-K on January 24, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2023
Commission File Number 001-15214
TRANSALTA CORPORATION
(Translation of registrant’s name into English)
110-12th Avenue S.W., Box 1900, Station “M”, Calgary, Alberta, Canada, T2P 2M1
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☑
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1). ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7). ☐
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TRANSALTA CORPORATION | ||
| By: | /s/ Scott Jeffers | |
| Name: Scott Jeffers | ||
| Title: Vice President and Corporate Secretary | ||
Date: January 23, 2023
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EXHIBIT INDEX
| Exhibit Number |
Description of Document | |
| 99.1 | Supplier Code of Conduct | |
| 99.2 | Code of Business Conduct for Directors | |
| 99.3 | Corporate Code of Conduct | |
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Exhibit 99.1
SUPPLIER CODE OF CONDUCT
PURPOSE AND SCOPE
The Supplier Code of Conduct (the “Code”) sets out the principles and standards expected of suppliers, their employees and contractors (collectively, the “Suppliers”) to meet while in the provision of goods and/or services to TransAlta Corporation and its subsidiaries and affiliates (collectively, “TransAlta”). The Code is a representation of TransAlta’s values and reflects the emphasis placed on these values as an organization. Suppliers are to provide acknowledgement of this Code as a condition of engagement. It is also expected that Suppliers will comply with all laws, rules and regulations applicable to TransAlta’s business in the countries in which it operates, including but not limited to those related to business practices, labour and employment, immigration, human rights, modern slavery and human trafficking, health and safety, privacy, confidentiality, conflict of interest, bribery and corruption. Violations or potential violations of this Code may result in termination. The Code is not to be read in lieu of but in addition to your obligations as set out in any standard terms and conditions or other contractual agreements with TransAlta.
We expect our Suppliers to adhere to and implement the principles and practices expressed in the Code, as such compliance with the Code is the responsibility of the Supplier. TransAlta may wish to monitor a Supplier’s compliance to the Code using Suppliers’ self-evaluation, implementing ongoing improvement programs and requesting information. TransAlta expects cooperation and transparency during the compliance verification process.
HEALTH AND SAFETY
TransAlta is committed to the health and safety of its employees, Suppliers and the public. Suppliers are expected to conduct work in a safe manner and in compliance with all applicable safety rules, laws, procedures, and standards.
| • | Public Safety: TransAlta is dedicated to the protection of its people, the public, the environment and TransAlta’s physical assets. Suppliers should take every precaution to protect their people, the public, the environment and TransAlta’s physical assets. Suppliers are accountable for following established procedures and working in a manner that safeguards themselves, co-workers, the public, the environment and TransAlta’s assets. |
| • | Emergency Preparedness: Suppliers are to possess the required competencies and training to perform job responsibilities, including risk mitigation, emergency response planning and preparedness, hazard identification, hazard control and monitoring hazard control effectiveness. |
| • | Use of Drugs and Alcohol: TransAlta has a zero tolerance drug and alcohol policy while engaged in business activities. The use of alcohol and drugs may adversely affect the ability of a person to work in a safe manner. It is our priority to minimize the risk of unsafe and unsatisfactory performance due to the use or after-effects of illicit drugs, alcohol, medications and other mood-altering substances. Suppliers are expected to report fit for work and remain fit for work throughout their work day or shift while on TransAlta business, its premises and worksites, including when operating equipment and vehicles, and scheduled on standby. |
LABOUR ISSUES AND HUMAN RIGHTS
TransAlta is committed to a work environment where all employees feel safe and are valued for the diversity they bring to our business. We honour domestic and internationally accepted labour standards and support the protection of human rights. TransAlta expects Suppliers to know and uphold the human rights of all workers, whether temporary or contract employees, and to treat all their workforce members with dignity and respect, providing them with safe working conditions.
| • | Harassment: Suppliers should not tolerate harassment or any acts of violence or threatening behavior in the workplace. Generally speaking, harassment is any improper words or behavior that demean, humiliate or embarrass a person. This includes touching, pushing, comments (including jokes and name-calling) and visual displays (such as posters and cartoons) that could be perceived as insulting, intimidating, humiliating, malicious or otherwise offensive or create an uncomfortable or threatening work environment. Behaviour that may promote physical violence in the workplace or any sexual, religious, age-related or racial harassment should not be tolerated. |
| • | Equal Treatment: Suppliers should value the perspectives of others and promote equal treatment of its employees. A high priority is placed on respect in the workplace and in working relations. TransAlta expects Suppliers to be informed and uphold the rights of all workers treating them with respect and providing safe and humane working conditions. |
| • | Forced Labour: Forced, or compulsory labour (including human trafficking and modern slavery) is not used. This includes the transportation, harboring, recruitment, transfer, or receipt of persons by means of threat, force, coercion, abduction, fraud, or payments to any person having control over another person for the purpose of exploitation. All work must be voluntary, and workers shall be free to leave work or terminate their employment with reasonable notice. Workers must not be required to surrender any government issued identification, passports, or work permits as a condition of employment. |
| • | Child Labour: Child labour (under the age of 15) is not used. Child labour under the age of 18 years is also prohibited under circumstances that are contrary to the laws applicable in Canada or, if provided or offered to be provided outside Canada, under circumstances that, if provided or offered to be provided in Canada, would be contrary to the laws applicable in Canada, or that would otherwise constitute the worst forms of child labour.1 |
| 1 | The “worst forms of child labour” is defined in accordance with Article 3 of the Worst Forms of Child Labour Convention, 1999, adopted at Geneva on June 17, 1999 (travail des enfants) and comprises: (a) all forms of slavery or practices similar to slavery, such as the sale and trafficking of children, debt bondage and serfdom and forced or compulsory labour, including forced or compulsory recruitment of children for use in armed conflict; (b) the use, procuring or offering of a child for prostitution, for the production of pornography or for pornographic performances; (c) the use, procuring or offering of a child for illicit activities, in particular for the production and trafficking of drugs as defined in the relevant international treaties; or (d) work which, by its nature or the circumstances in which it is carried out, is likely to harm the health, safety or morals of children. |
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ENVIRONMENTAL LEADERSHIP
TransAlta is a clean electricity leader and is working towards a clean electricity future while striving to enhance the quality of life in those communities and regions that we serve. We are committed to being an environmental leader through our actions and compliance with all applicable environmental laws and regulations by operating in an environmentally responsible manner.
| • | Compliance with Environmental Legal Requirements: Suppliers are to carry out operations in full compliance with applicable environmental laws, regulations and standards. |
| • | Pollution Prevention and Resource Preservation: Suppliers should identify opportunities to reduce or minimize waste, hazardous materials and pollution while finding ways to improve resource and materials use efficiency. |
STAKEHOLDERS AND SOCIETY
TransAlta has historically been and remains committed to diversity as exhibited by its Workplace Diversity Policy. We believe that our commitment to diversity will enhance our competitive advantage and benefit TransAlta and all of our stakeholders.
| • | Supplier Diversity: We expect our Suppliers to promote diversity, equity and inclusion. TransAlta is committed to the hiring of ethnically diverse employees throughout the organization. TransAlta believes that diversity enhances both the quality and effectiveness of our performance and is an essential element to effective corporate governance. In our view, diversity provides crucial insights and perspectives that we believe will produce stronger results across a number of key performance indicators, enhance our competitive advantage and promote a strong workplace culture. Suppliers should provide similarly diverse business opportunities within the communities in which they operate. |
| • | Indigenous Relations: TransAlta is dedicated to developing sustainable and mutually beneficial relationships with our Indigenous communities. Suppliers are encouraged to learn and benefit from engagement with Indigenous groups in all regions of business activity to better understand how Indigenous participation, inclusion and knowledge can impact performance. It is expected that Suppliers will work with identified Indigenous communities to achieve sustainable benefits. |
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| • | Non-Discriminatory Practices: Discrimination and harassment are prohibited, including, but not limited to, discrimination or harassment based on any characteristic protected by law. |
ETHICAL BUSINESS CONDUCT
TransAlta expects Suppliers to conduct business in accordance with the highest ethical standards, including, but not limited to, the following:
| • | Business Integrity: All forms of bribery, corruption, extortion, embezzlement, and money laundering are prohibited. |
| • | Criminal and Civil Claims: Suppliers are to inform TransAlta of any recent, current or pending criminal investigations or charges as well as any recent, current or pending civil litigation against it or its employees that could adversely impact TransAlta, whether operationally, financially or reputationally. |
| • | Related Party Disclosure: Suppliers are to confirm their company is not controlled or jointly controlled by any of TransAlta’s key management personnel. Parties related to TransAlta must be appropriately identified to ensure transactions and outside balances with such parties are fully disclosed. |
| • | Cyber Security: Suppliers are to safeguard the integrity and security of their systems to protect against cyber risks to TransAlta’s information, networks and products. To report a cyber security threat or issue, please contact IT_Security@transalta.com. |
| • | Insider Trading: Suppliers must comply with all applicable securities laws and regulations to ensure that material, non-public information (“insider information”) is only disclosed in accordance with the law. Suppliers are not to use insider information for personal profit or take advantage of insider information by providing information to external parties. |
| • | Competition and Antitrust: Suppliers should not engage in activities that would constitute or reasonably appear to constitute an unreasonable restraint of trade, unfair trade practice or other anti-competitive course of conduct in violation of competition and antitrust laws. Some activities that may be governed by these laws include, but are not limited to, arrangements between competitors related to price-fixing, bid-rigging and fixing or limiting production or supply. Competition and antitrust laws differ from country to country and Suppliers should seek advice if they are unsure whether their activities may be regulated by these laws. |
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| • | Anticorruption: Suppliers are to comply with all applicable laws and regulations on corruption, bribery, prohibited business practices and extortion. Illegal payments are not to be made or approved under any circumstances. Bribery includes directly or indirectly making a payment or giving a reward, advantage, kickback or benefit or anything of value to a foreign government official or to a government official of one’s own country to obtain or retain business or any other improper advantage or for any improper or corrupt purpose, for the benefit of a Supplier. |
| • | Responsible Procurement: Suppliers are to take reasonable steps to ensure materials and services are procured from ethical sources. This includes not benefiting, directly or indirectly, from child or forced labour or any other discriminatory work practices. Suppliers must ensure that materials used in the products they supply do not contain conflict resources such as metals derived from minerals that originated from a conflict region that directly or indirectly benefits armed groups. |
TransAlta may from time to time request the Supplier to provide it with information regarding its corporate structure (including any relevant subcontractors), its policies in relation to any of the topics contained within this Code (including forced labour and child labour), the steps that the Supplier has taken to assess, manage, remediate or provide training in respect of any of the topics covered by this Code.
CONFLICTS OF INTEREST
Suppliers should avoid situations where personal interests could conflict, or appear to conflict, with their duties and responsibilities to TransAlta. A conflict of interest may occur where involvement in any activity, with or without the involvement of another party, prevents the proper performance of the Supplier’s duties to TransAlta. A conflict of interest may also occur where involvement in an activity creates, or appears to create, a situation where judgment or the ability to act in the best interests of TransAlta is affected. When faced with an actual or potential conflict of interest, the supplier is to disclose the conflict of interest, in writing, to its most senior TransAlta contact and also send an email to conflicts@transalta.com. Supplier shall correct any actual or potential conflict of interest as reasonably directed by TransAlta.
| • | Fairness: It is the expectation that Suppliers will exercise good business judgment in extending business courtesies and never accept or offer bribes, favours or “kickbacks” for the purpose of securing business transactions. Suppliers must not engage, directly or indirectly, in corruption, fraud, bribery, kickbacks, money laundering, embezzlement, extortion or any other form of corruption. Suppliers may not, directly or indirectly, give or receive improper business advantage or anything of value in exchange for preferential treatment. |
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| • | Gifts and Entertainment: Suppliers are not to receive or give a gift in the form of cash or negotiable securities, and should never compromise, or appear to compromise, TransAlta’s ability to make sound and objective decisions. Though giving or receiving a gift is not prohibited, the gift must not be excessive and must be within the limits of responsible and generally accepted business practice. The nature of any gifts or entertainment must not, by their quality, quantity or timing, be used by Suppliers to gain improper advantage or preferential treatment with TransAlta. |
ENGAGEMENT WITH EXTERNAL PARTIES
TransAlta engages in transparent, honest and responsible communications in all its dealings. Suppliers are expected to engage in a similar manner if referencing TransAlta or communicating with external parties.
| • | Public Speaking: Suppliers are not to represent TransAlta in any external communications unless expressly authorized to do so. Prior approval from TransAlta is required for any public speaking engagement that references TransAlta. |
| • | Communicating with Government Agencies, Regulators or other Officials: Suppliers are not to engage with government/regulatory officials on behalf of TransAlta or appear to represent TransAlta in any of these communications, unless the Supplier is expressly authorized to do so by TransAlta. |
| • | Representing TransAlta: While everyone has the right to express personal views, Suppliers are not to participate in activities that may compromise TransAlta’s image or reputation. This includes activities that would be considered to disparage, defame, embarrass or harass TransAlta or its employees by expressing views on any medium, including in print, or via electronic communication (e.g. blogs, online social media, email or webpages). |
RAISING A CONCERN
TransAlta is committed to a culture of transparency and encourages all Suppliers, workers and other stakeholder to speak up about any issues, concerns and suspected violations of TransAlta’s policies. All ethical or legal concerns related to the Code can be reported to TransAlta’s Ethics Help Line. All concerns raised will be kept in confidence to the extent appropriate and permitted by law. Information will only be shared in circumstances where it is necessary to completely and fairly resolve the concern.
The Ethics Helpline can be reached at 1-855-374-3801 (Canada/US) and 1-800-40-5308 (Australia) or via internet: http://transalta.ethicspoint.com
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ACKNOWLEDGEMENT
I have read and understood the content, requirements and expectations of the Code and agree to comply with the letter and spirit of the Code.
I further acknowledge by signing this Acknowledgement that all work performed on behalf of TransAlta will be undertaken by those with the expertise, skills and certifications necessary to uphold the principles and meet the standards of this Code.
| Company Name: |
Name: |
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| Date: |
Signature: |
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Exhibit 99.2
Code of Business Conduct for Directors
General Conduct
The Board of Directors is responsible for overseeing the successful management of the Corporation. In carrying out this duty, Directors are expected to act honestly and in good faith with a view to the best interests of the Corporation. The Board of Directors is committed to maintaining a high standard of Corporate Governance incorporating principles of good conduct, respect, integrity and ethical behaviour to foster a culture of honesty and accountability. We make this commitment to our shareholders, employees, customers, partners, and to the communities in which we operate.
To discharge their duties the Directors have adopted the following values and principles of business conduct and ethical behaviour.
Compliance with Law
The Directors shall perform their duties and responsibilities and conduct all their business and affairs in compliance with applicable laws, rules and regulations, including the requirements of applicable securities commissions, regulatory authorities and stock exchanges, and shall encourage and promote such behaviours for themselves, officers, employees and contractors of the Corporation. Directors must also comply with all policies of the Corporation applicable to Directors.
Violations or potential violations of laws, rules and regulations or any policies of the Corporation must be reported to the Chair of the Board or the Chair of the Governance, Safety and Sustainability Committee.
Conflicts of Interest
TransAlta is committed to conducting its business activities in a fair, honest and ethical manner. Directors shall conduct their business and affairs in a manner that ensures their private or personal interests do not interfere or appear to interfere with the interests of the Corporation, including conflicts relative to personal, financial or other gain.
Directors must avoid any activity that could compromise, or appear to compromise, the performance of their duties and responsibilities or their objectivity and exercise of sound, ethical business judgment in the performance of their duties with the Corporation. Among other circumstances, conflicts of interest can arise when a Director is a party to a material contract or transaction, or proposed contract or transaction, or has a material interest in any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation or any of its subsidiaries, or when a Director’s interests or relationships outside the Corporation may impact the Director’s ability to act in the best interests
of the Corporation or may present any other actual or potential conflict of interest. Conflicts of interest may also arise when an immediate family member of a Director or a person with whom a Director has a close business or personal relationship interferes with, or has the potential to interfere with, a Director’s duties or the interests or business of the Corporation. Directors are also prohibited from accepting, directly or indirectly, personal loans from the Corporation or any of its subsidiaries in accordance with section 402 of the Sarbanes-Oxley Act of 2002. A Director faced with an actual or potential conflict of interest shall immediately inform the Chair of the Board and the Corporate Secretary. In addition to obligations and restrictions that may apply under the corporate laws and by-laws governing the Corporation, a Director faced with an actual or potential conflict of interest may not be permitted to vote on any decision or action and/or may be asked to recuse him or herself from any deliberations with respect to the matter.
Fair Dealing
The Corporation adheres to principles of fair dealing in all its undertakings and endeavours to ensure that all of its policies, procedures and practices are free of deliberate or unintentional systemic barriers so that no one is unfairly advantaged. Taking unfair advantage through manipulation, concealment, abuse of power, misuse of confidential or privileged information, misrepresentation of material facts and other unfair dealing practices is unacceptable. Directors’ dealings with the Corporation’s shareholders, customers, business partners, potential business partners, suppliers, competitors, employees, contractors, government authorities, regulators, the general public and other stakeholders must be honest, fair, courteous, respectful, conducted with integrity and with due regard for the protection of the interests involved. In addition, the Corporation complies with all Canadian, United States’ and other applicable competition, antitrust, anti-bribery and anti-corruption laws applicable to the Corporation.
Confidentiality
In this Code, “Confidential Information” means all information that is non-public, confidential, privileged or proprietary in nature, in any format (including written, oral, visual, electronic or otherwise) disclosed by the Corporation or any subsidiary or arising from a relationship with the Corporation or any subsidiary, and includes personal information about employees and other individuals. Confidential information does not, however, include information that (a) is or becomes available to the public, other than as a result of an unauthorized disclosure, or (b) is or becomes generally available from a source other than the Corporation or a subsidiary, provided that such source was not prohibited from disclosing such information.
In addition to the restrictions set forth in the Corporation’s Disclosure Policy and any other confidentiality obligations by which a Director is bound, Directors shall maintain the confidentiality of Confidential Information entrusted to them except in circumstances where disclosure is specifically authorized or legally mandated and, even then, only in accordance with the Corporation’s policies or on the advice of the Corporation’s Executive Vice President, Legal, Commercial and External Affairs. No Directors shall use Confidential Information for personal gain or take advantage of Confidential Information by providing such information to others.
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Directors shall also take reasonable care to protect all confidential, privileged or proprietary information of the Corporation and its subsidiaries against loss, theft, unauthorized use or access, alteration or use. The Corporation’s Disclosure Policy outlines restrictions, procedures and guidelines to ensure the consistent, transparent, balanced, regular and timely public disclosure of material non-public information relating to the Corporation and/or its subsidiaries. Disclosure of all material facts or material changes must be full, complete and accurate as required by applicable law and by the Corporation’s Disclosure Policy. The Insider Trading Policy sets out the applicable trading restrictions on securities of the Corporation held, directly or indirectly, or under the control or direction of insiders, including the Corporation’s Directors. Directors are subject to and shall comply with the Corporation’s Disclosure Policy and its Insider Trading Policy.
Respectful Work Environment
TransAlta recognizes a shared responsibility to exercise the basic principles of respect and dignity in all working relationships. TransAlta is committed to a work environment that is free of discrimination, harassment and violence, and where all employees feel safe and are valued for the diversity they bring to our business. We honour domestic and internationally accepted labour standards and support the protection of human rights. The Directors shall require the implementation of policies and practices designed to facilitate a safe, respectful and secure working environment for TransAlta’s employees.
Protection and Proper use of Corporate Assets
Directors shall require that processes and policies are in place to safeguard the Corporation’s assets from fraud and theft and that the same are used for legitimate business purposes and to ensure that accurate, timely and complete records are kept. Everyone who works for TransAlta shares responsibility for protecting company assets. Company assets include tangible and intangible property, including buildings, data, software, intellectual property, equipment, supplies, credit cards, communication resources, information networks, documents, knowledge and any other resources or property of the Corporation and its subsidiaries.
Health, Safety and the Environment
The Corporation is concerned about the health and safety of all of its employees and strives to protect their personal safety. At TransAlta, we believe that all incidents are preventable, our leaders are responsible for the safety and engagement of their teams and that working safely is a top priority in carrying on our business. The Corporation is committed to providing a safe and healthy working environment with standards and programs that meet or exceed industry standards and applicable government codes, standards and regulations in all jurisdictions in which it does business. The Corporation is committed to ensuring compliance with all environmental laws and regulations and conducting its operations in an environmentally responsible and sustainable manner.
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Company Records
The books and records of TransAlta must be kept and maintained to fulfill relevant legal requirements. Directors will comply with the Corporation’s record retention policies and standards and applicable legal obligations regarding the preservation or destruction of documents and information. Recording and reporting information, including information related to operations, environment, health, safety, training, human resources and financial matters, must be done honestly, accurately and with care.
Social Responsibility
We are committed to being a good corporate citizen and supporting and enhancing the communities in which we work and live. The Corporation gives back to the communities in which it does business by focusing on activities that make a meaningful difference. In recognition of its increasing international presence, TransAlta respects the cultures and customs of the places where it operates without compromising ethical standards. Some of the most important communities our business impacts are the Indigenous communities. We are committed to working with these communities to develop positive, long-term relationships based on mutual trust and respect, and recognizing their diversity and the importance they place on land, their culture and their traditional way of life. In addition to working with Indigenous communities, we also work hard to build and maintain relationships with other landowners and members of the communities in which we work and live. We also understand the importance that community, charitable and other similar non-governmental organizations play in making the communities in which we work and live better places. TransAlta actively supports these organizations and encourages our Directors to volunteer and contribute to charitable and other community-based organizations. Charitable donations should not, however, be made to improperly influence public officials or others.
Corporate Opportunities
Directors owe a duty to advance the Corporation’s legitimate interests whenever an opportunity arises and are prohibited from:
| • | Taking personal advantage of opportunities discovered through the use of corporate assets, property, information or their position; |
| • | Using or deploying corporate assets, property, information or their position for personal gain; and |
| • | Engaging in enterprises or dealings competitive to the Corporation. |
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Insider Trading
The Corporation views insider trading as both unethical and illegal and will deal with it decisively. Directors of TransAlta are designated as “Insiders” under applicable securities laws and are subject to the blackout periods and trading restrictions (including the restrictions relating to the monetization or hedging of TransAlta Securities) as set out in the Corporation’s Insider Trading Policy. TransAlta’s Insider Trading Policy also requires that all Directors pre-clear with either the Executive Vice President, Legal, Commercial and External Affairs or the Vice President, Legal and Corporate Secretary any acquisition or disposition of TransAlta Securities. Directors are also required by securities laws to file insider reports relating to each transaction involving the acquisition or disposition of TransAlta securities within five calendar days of making the trade (not the settlement date).
Incident Reporting
Directors will promote ethical behaviour and take steps to ensure senior management fosters an environment of ethical conduct through the implementation of policies and practices which endorse ethical behaviour and encourage employees to report violations of law, rules, regulations or the Corporations’ Corporate Code of Conduct, including with respect to the receipt, retention and treatment of complaints about accounting, internal accounting controls, auditing or financial reporting matters. Directors shall ensure that policies are maintained addressing that employees who report matters in good faith pursuant to the Corporate Code of Conduct or Whistleblower Policies shall not be retaliated against. In the event a Director is aware of an incident or circumstance, whether it relates to a personal matter or otherwise, that could be reasonably likely to cause reputational harm to the Corporation, such director shall promptly inform the Chair of the Board (or, in the case the Chair of the Board is required to disclose such an incident or circumstance, the Chair of the Board shall inform the Chair of the Governance, Safety and Sustainability Committee).
Waivers and Amendments
A situation may arise where a waiver of one or more provisions of this Code may be requested. A Director who believes that a waiver may be appropriate must consult with the Chair of the Governance, Safety and Sustainability Committee and the Corporate Secretary. However, a waiver may only be granted by the Board of Directors as a whole and a waiver that constitutes a material departure from this Code will be disclosed promptly as required by law, regulation and/or stock exchange requirements.
This Code may be amended from time to time by the Board, upon recommendation by the Governance, Safety and Sustainability Committee. Any amendment to this Code will be disclosed promptly to the extent required by law, regulation and/or stock exchange requirements, and the current form of this Code shall be posted on TransAlta’s website.
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Annual Review
Annually, each Director will review this Code of Business Conduct and satisfy him/herself that they have adhered to the stated principles and standards or, if they have failed to do so, to ensure such non-compliance is promptly reported to the Board of Directors. The Governance, Safety and Sustainability Committee will review, and to the extent necessary or appropriate, propose revisions and updates to this Code to the full Board on an annual basis.
No Rights Created
This Code is a statement of certain fundamental principles, policies and procedures that govern the actions and interactions of the Directors in carrying out their duties and responsibilities on behalf of the Corporation. This Code is not intended to, nor does it, create any rights in, or in respect of, the directors, officers, employees or contractors of the Corporation or the Corporation’s shareholders, customers, suppliers, contractors, business partners, or any other stakeholders.
Effective Date
This Code is effective from February 25, 2019, and was last reviewed and revised by the Board, on the recommendation of the Governance, Safety and Sustainability Committee, on November 2, 2021.
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APPENDIX “A”
ACKNOWLEDGEMENT FORM
| 1. | I acknowledge that I have read and understood the Code of Business Conduct for Directors and agree to conduct myself in accordance with its contents. |
☐ YES ☐ NO
| 2. | To the best of my knowledge, I have complied with all the standards set out in the Code of Conduct in 2022. (Please check one box below) |
☐ YES ☐ NO
(if no, your particulars must be noted in space provided below)
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| 3. | After reviewing the Code of Business Conduct for Directors, I have identified the following material matters, which I feel require review and guidance: |
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| Signature | Date | |||
| Name (printed) | ||||
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Exhibit 99.3
Corporate Code of Conduct
REPORTING A CONCERN
If you know of a violation, reasonably suspect a violation, or have a concern related to the Corporate Code of Conduct, you are expected to report these issues. TransAlta provides a safe and secure environment for people to make such a report. If possible and appropriate, approach the person involved or discuss the concern with your immediate supervisor. If for any reason you feel uncomfortable bringing the concern to the attention of your immediate supervisor, raise the concern with your immediate supervisor’s business leader, Human Resources, TransAlta Legal, Internal Audit, or call TransAlta’s Ethics Helpline. While TransAlta encourages individuals to raise concerns directly with someone at TransAlta, there are times when you may prefer to raise you concerns anonymously. If you wish to remain anonymous, you may prefer to raise your concerns using the Ethics Helpline. The Helpline is administered by an external service provider and all calls and emails will remain confidential and anonymous. There will be no retaliation for matters reported in good faith. Acting in “good faith” means that, to your knowledge, you are making an honest and complete report.
| • | The Ethics Helpline can be reached at 1 (855) 374-3801 (Canada/US) and 1-800-40-5308 (Australia) (a confidential, anonymous phone line with 24-hour voice mail) |
| • | Via internet: www.transalta.com/ethics-helpline |
TRANSALTA’S CORPORATE CODE OF CONDUCT
The Corporate Code of Conduct applies to all employees of TransAlta. While it provides a guide, it cannot address every ethical issue that may arise in our complex business. You are encouraged to seek clarification when needed from your immediate supervisor or from TransAlta Legal.
ETHICAL BEHAVIOUR
Improper Payments, Gifts and Entertainment
TransAlta and its employees must exercise good business judgment in extending business courtesies and never accept or offer bribes, favours or “kickbacks” for the purpose of securing business transactions. TransAlta and its employees must ensure that all payments are necessary, lawful and properly documented. Gifts and entertainment vary across the world, but they are never in cash or negotiable securities, and should never compromise, or appear to compromise, TransAlta’s ability to make sound and objective decisions. Though giving or receiving a gift is not prohibited, the gift must not be excessive and must be within the limits of responsible and generally accepted business practice. If you are not sure whether a gift or entertainment is appropriate, speak with your immediate supervisor or with TransAlta Legal.
Compliance with Laws and Regulations
All employees must comply with all laws, rules and regulations applicable to TransAlta’s business in the countries in which it operates. Violations or potential violations of laws, rules and regulations must be reported to your immediate supervisor, TransAlta Legal, or to the Ethics Helpline.
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Insider trading and trading blackouts
TransAlta and its employees shall comply with all applicable securities laws and regulations to ensure that material, non-public information (“inside information”), is disclosed in accordance with the law. No employees shall use inside information for personal profit or take advantage of insider information by providing information to others. For further guidance, refer to the Insider Trading Policy.
Conflict of Interest
Employees must avoid situations where personal interests could conflict, or appear to conflict, with their duties and responsibilities or the interests of TransAlta or its subsidiaries. A conflict of interest may occur where involvement in any activity, with or without the involvement of another party, prevents the proper performance of an employee’s duties for TransAlta. A conflict of interest may also occur where involvement in any activity creates, or appears to create, a situation where judgment or the ability to act in the best interests of TransAlta is affected. When faced with an actual or potential conflict of interest, employees must comply with the Conflict of Interest Policy. Contractors must also comply with their written contracts. If you are unsure of your responsibilities, check with your immediate supervisor or TransAlta Legal.
Fair Dealings
TransAlta adheres to principles of fair dealing in all its undertakings and endeavours to ensure that all of its policies, procedures and practices are free of deliberate or unintentional systemic barriers so that no one is unfairly advantaged. Taking unfair advantage through manipulation, concealment, abuse of power, misuse of confidential or privileged information, misrepresentation of material facts and other unfair dealing practices is unacceptable. An employee’s dealings with TransAlta’s shareholders, customers, business partners, potential business partners, suppliers, competitors, employees, contractors, government authorities, regulators, the general public and other stakeholders must be honest, fair, courteous, respectful, conducted with integrity and with due regard for the protection of the interests involved. TransAlta complies with all Canadian, United States and other applicable competition, antitrust, anti-bribery and anti-corruption laws applicable to the Corporation.
Corporate Opportunities
TransAlta’s employees are prohibited from taking advantage of opportunities discovered through the use of TransAlta’s property, information or position; using corporate property, information or position for personal gain; and are prohibited from competing with TransAlta.
Competition and Antitrust
Employees must not engage in activities that would constitute, or reasonably appear to constitute, an unreasonable restraint of trade, unfair trade practice or other anti-competitive course of conduct in violation of competition and antitrust laws. Some activities that may be governed by these laws include, but are not limited to, arrangements between competitors relating to price-fixing, bid rigging and fixing or limiting production or supply. Competition and antitrust laws differ from country to country and employees should receive input and guidance from TransAlta Legal if they are unsure whether their activities may be regulated by these laws.
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Respectful work environment
TransAlta is committed to a work environment where all employees feel safe and are valued for the diversity they bring to our business. We honour domestic and internationally accepted labour standards and support the protection of human rights. TransAlta does not tolerate harassment or any acts of violence or threatening behaviour in the workplace. Generally speaking, harassment is any improper words or behaviour that demean, humiliate or embarrass a person. This includes touching, pushing, comments (including jokes and name-calling) and visual displays (such as posters and cartoons) that could be perceived as insulting, intimidating, humiliating, malicious or otherwise offensive or create an uncomfortable or threatening work environment. Behaviour that may promote physical violence in the workplace, or any sexual, religious, age-related or racial harassment is not tolerated. TransAlta has adopted specific policies to ensure a respectful work environment, and we refer you to HR Policies 5.4.2 (Human Rights and Discrimination) and 5.4.3 (Harassment and Violence Free Workplace).
We are committed to being a good corporate citizen and supporting and enhancing the communities in which we work and live. TransAlta gives back to the communities in which it does business by focusing on activities that make a meaningful difference. In recognition of its increasing international presence, TransAlta respects the cultures and customs of the places where it operates without compromising ethical standards. Some of the most important communities our business impacts are the Indigenous communities. We are committed to working with these communities to develop positive, long-term relationships based on mutual trust and respect, and recognizing their diversity and the importance they place on land, their culture and their traditional way of life. In addition to working with Indigenous communities, we also work hard to build and maintain relationships with other landowners and members of the communities in which we work and live. We also understand the importance that community, charitable and other similar non-governmental organizations play in making the communities in which we work and live better places. TransAlta actively supports these organizations and encourages our employees to volunteer and contribute to charitable and other community-based organizations. Charitable donations should not, however, be made to improperly influence public officials or others.
Accounting and financial reporting
Policies and procedures ensure that all accounting and financial reporting comply with the relevant, generally accepted accounting principles and, where appropriate, the relevant rules and regulations. All TransAlta personnel have a responsibility to be aware of and ensure that the financial accounting policies’ 109, 202, 226 and 227 are followed.
TransAlta is committed to ensuring that we meet our accounting, financial and public disclosure obligations. The Audit and Risk Committee of the Board of Directors has established a Whistleblower Policy regarding the procedures for employees to report suspected financial wrongdoing confidentially or anonymously. For further guidance see Policy 004: Whistleblower Policy.
Privacy
TransAlta holds personal information about employees and other individuals and in doing so, recognizes the need to balance the rights of individuals to have their personal information protected and the need of an organization to collect, use and disclose information for reasonable purposes. TransAlta has adopted a policy which sets forth its responsibilities in ensuring this balance (see Policy 101: Privacy).
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PROTECTING OUR REPUTATION, CUSTOMERS, INVESTORS AND THE ENVIRONMENT
Public Speaking
TransAlta employees must obtain prior approval from the Chief or Executive Officer of their department prior to accepting a public speaking engagement. TransAlta has designated officials who are authorized to speak on its behalf, in particular when responding to media inquiries. Employees should reference Policy 126: Release of Information to the Public and News Media for further guidance.
Communicating with Government Agencies, Regulators or other Officials
In all its dealings, TransAlta engages in transparent, honest and responsible communications. TransAlta employees and contractors should ensure when engaging with government/regulatory officials that they are authorized to represent TransAlta in these communications and that they have the knowledge to respond to their inquiries. For further guidance, employees and contractors should reference the Company’s Policy 126: Release of Information to the Public and News Media, as well as Policy 105: Disclosure of Information.
Representing TransAlta
While everyone has the right to express personal views, TransAlta employees will not participate in activities that may compromise our image or reputation. This includes activities that would disparage, defame, embarrass or harass employees, customers or vendors. This includes expressing views by any medium, including in print, or via any form of electronic communication (e.g. blogs, online social media, email or webpages). Employees should reference Policy 127: Social Media.
Use of company assets
Everyone who works for TransAlta shares responsibility for protecting company assets. Company assets include physical property and buildings, data, software, intellectual property, equipment, supplies, credit cards, communication resources, information networks, documents, knowledge and any other resources or property of TransAlta.
You must ensure the care, management and cost-effective use of TransAlta’s property. This includes protecting it from waste, theft, misuse, damage, loss or misappropriation. It’s important that all employees and contractors maintain, reasonably protect and ensure they can account for all company property assigned to them.
Using email and the Internet properly
TransAlta provides email and the Internet to employees and contract staff to conduct business, promote work-related research and enhance internal and external communication. This means you need to take reasonable care to protect TransAlta’s systems, reputation and information.
Remember that TransAlta’s property should only be used to advance its business purposes and goals. Limited personal use of TransAlta’s electronic systems is permitted if it is consistent with this Corporate Code of Conduct and applicable corporate policies, and does not interfere with a person’s work obligations. For further guidance, please see Administrative Policy 133: Information Technology Usage.
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Investigations
TransAlta takes all reports of possible misconduct seriously. Any employee may report misconduct to their immediate supervisor or TransAlta Legal, or may report ethical violations to the Ethics Helpline. Reports will be thoroughly and confidentially investigated with the utmost respect, discretion and privacy for anyone who is involved to determine whether the Corporate Code of Conduct or the law has been violated. The services of internal and external experts may be engaged to investigate and resolve issues as necessary. Whenever necessary, TransAlta will take prompt, thorough and appropriate corrective action. Each of us has a responsibility to cooperate fully with investigations of alleged violations.
Annual Acknowledgement
Every year, TransAlta employees will be asked to sign an acknowledgement stating that they have read and understood the Corporate Code of Conduct and have complied to the letter and spirit of the Corporate Code of Conduct. Newly recruited employees must sign the acknowledgement when they start work at TransAlta. Any independent third party, such as consultants, agents or independent contractors, retained to do work or represent TransAlta’s interests may also be asked to acknowledge the Corporate Code of Conduct principles and any other corporate policies applicable to their work.
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