TFAI Board Code of Conduct

January 28th, 2014

Duties and Code of Ethics and Conduct, including a Policy on Conflict of Interest for Board Members

Statement of Commitment

Directors of Timiskaming Forest Alliance Inc. (the “Company”) are custodians in trust of the operations and assets of the Company. Shareholders and other stakeholders recognize the need for competent and committed board members to serve in the best interest of the Company and have put their trust in Board members’ sincerity, abilities, and commitment to act in the best interest of the Company.

Board members acknowledge and commit that they will observe the highest standards of ethics and conduct and will devote their best efforts, skill, and resources in the interest of the Company.


Each Director is expected to become an active participant in a board that functions effectively as a whole. Generally, a Director is expected to:

• Be informed of the constitutional documents and legislation under which the Company exists, and its by-laws, mission, codes, and policies as amended from time to time.
• Keep generally informed about the activities of the Company
• Attend Board meetings regularly and serve on committees of the Board and contribute to the work of the Board
• Exercise in the performance of their duties, the degree of care, diligence and skill required of a Director in order to be in compliance with the constitutional documents and legislation under which the Company exists
• Be independent and impartial, and serve in the best interest of the Company
• Support the elected officers of the Company
• From time to time, as a Director and representative of the Company, work with the Management Contractor, and/or governmental or non-governmental organizations, to promote the interests of the Company

Specific duties of Directors can be found in Section 8.11 of the Shareholder Agreement for the Company.

Code of Ethics and Conduct

Board members agree to conduct themselves according to this Code of Ethics and Conduct in order to:

• Endorse and promote the Company’s commitment to honest and ethical conduct
• Promote full, reasonable, accurate, timely, and understandable disclosure to shareholders
• Promote compliance with applicable laws, rules, and regulations
• Ensure the protection of the Company’s legitimate business interests
• Deter wrongdoing

All Directors are expected to be familiar with this Code and to adhere to the principals and procedures set forth in the Code that apply to them.

1. Support the Company – Each Director owes a duty to the Shareholders and other stakeholders to act in the best interest of the Company.

Each Director must:

a. Support the mandate of the Company as detailed in Section 2.2 of the second amending agreement dated January 23, 2013
b. Serve the overall best interests of the Company
c. Subordinate his/her personal interests, and those of any particular constituency, to the best interests of the Company
d. Bring credibility and goodwill to the Company

2. Honest and Candid Conduct – Each Director owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest and candid.

Each Director must:

a. Act with integrity, including being honest and candid, while still maintaining confidentiality of information where required or consistent with the Company’s policies
b. Respect principles of fair play and due process
c. Observe both the spirit and the form of applicable laws, rules, and regulations, including Company policies
d. Not be influenced by self-interest, outside pressure, expectation of reward, or fear of criticism
e. Offer his/her personal perspectives and opinions on issues that are the subject of Board discussions and decisions
f. Voice, clearly and explicitly at the time a decision is being taken, any opposition to a decision being considered by the Board
g. Maintain solidarity with fellow Directors is support of a decision that has been made in good faith

3. Board Meetings – Directors are expected to regularly attend and participate in a professional manner in Board meetings.

Each Director must:

a. Attend 75% or more of properly convened meetings of the Board of Directors, including non-face-to-face meetings.
b. Attend the entire meeting if possible
c. Be prepared for Board meetings
d. Participate in Board meeting discussions, and participate in a respectful manner
e. Support decisions made by the Board
f. Complete inter-meeting Board business
g. Demonstrate respect for individuals and human rights
h. Respect and give fair consideration to diverse and opposing viewpoints

4. Confidentiality – In carrying out the Company’s business, Directors may learn confidential or proprietary information about the Company, its suppliers, its customers, or its Shareholders. Directors must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information of the Company includes any non-public information that would be harmful to the relevant party or useful or helpful to competitors (or other organizations) if disclosed.

Policy on Conflict of Interest

A “Conflict of Interest” occurs when an individual’s private or personal interest interferes, or may appear to interfere, with the interests of the Company. A conflict of interest can arise when a director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Any transaction or relationship that could reasonably be expected to give rise to a conflict of interest should be discussed with the President and/or Secretary. Additionally, before any properly convened meeting of the Board of Directors, participants will have the opportunity to declare a conflict of interest on any part or parts of the meeting agenda and will be given the opportunity to or be asked to leave the meeting while those parts or part of the meeting is being discussed.

Conflict of interest situations involving Directors may include the following:

• Any material ownership or financial interest in any supplier or goods or services to the Company
• Any consulting or employment relationship with any supplier or competitor of the Company
• Any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Company
• The receipt of non-nominal gifts, excessive entertainment or personal benefits from any Company with which the Company has current or prospective business dealings as a result of his or her position in the Company
• Having any influence on the job evaluation, pay or benefits of any immediate family member.

Conflicts of interest between a Director and the Company are to be disclosed to the Board.