CODE OF

CONDUCT
2023
 SNC-L AVALIN CODE OF CONDUCT 2023

FOR QUESTIONS ABOUT OUR CODE

OF CONDUCT, ASK SCOTTY.

Terms in bold and italic are defined in a glossary

that can be found, among other governance
documents, on our intranet. A Code of Conduct
specific glossary is available at the end of this
document. The most recent versions of our
governance documents and definitions as found
on our intranet have precedence over those
found at any other location (including here).

DUBAI OPERA

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CONTENTS

VALUES THAT GUIDE US 5 5.3.1 Business Partners 27

5.3.2 Government Officials 27
MESSAGE FROM THE PRESIDENT AND CEO 7 5.4. Political Contributions 28
5.5. Lobbying 28
1. A CULTURE OF HIGH ETHICAL
5.6. Anti-Money Laundering and Tax Evasion 28
STANDARDS 9
5.7. Trade Compliance, Export Controls
1.1. SNC-Lavalin’s Commitment 9 and Anti-Boycott 31
1.2. Making the Right Decision 9 5.8. Insider Trading 31
5.9. Accounting Practices, Record Keeping
2. LIVING BY OUR CODE 13 and Internal Controls 32
2.1. We Are All Involved 13 5.10. Personal Data and Data Privacy Compliance 33
2.2. Compliance 13
2.3. The Way We Behave Matters 13 6. ENGAGING IN CORPORATE
2.4. Our Expectations of Our Managers 14
SOCIAL RESPONSIBILITY 35
2.5. Governance, Policies and Procedures 15 6.1. Human Rights 35
2.6. Exceptions and Deviations 15 6.2. Community Engagement 35
6.3. Donations and Sponsorships 36
3. FOCUSING ON OUR PEOPLE
AND OUR WORKPLACE 17 7. PROTECTING OUR ASSETS 39
3.1. Mutual Respect 17 7.1. General Principles 39
3.2. Health, Safety and Environment 17 7.2. Information Technology Equipment 40
3.3. Drugs and Alcohol 18 7.3. Confidential Information 43
3.4. Global Security 18 7.4. Intellectual Property 43
3.5. Cyber Security 18 7.5. External Communications 44
7.6. Social Media 44
4. AVOIDING CONFLICTS OF INTEREST 21
4.1. Each of Us Is Responsible 21 8. REPORTING SUSPECTED
4.2. Disclosure 22
MISCONDUCT AND CONCERNS 47
8.1. Duty to Report 47
5. ADOPTING APPROPRIATE 8.2. Non-Retaliation 47
BUSINESS PRACTICES 25 8.3. Internal Investigations 48
5.1. Antitrust and Competition 25
5.2. Anti-Bribery and Anti-Corruption 26 9. ADDITIONAL REFERENCES 51
5.2.1 Facilitation Payments 26
10. CONTACT 51
5.2.2 Gifts and Hospitality 26
5.3. Third Parties 27
GLOSSARY 52

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 SNC-L AVALIN CODE OF CONDUCT 2023

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VALUES THAT GUIDE US

Our values are the essence of our

company’s identity. They represent
how we act, speak and behave
together, and how we engage with
our clients and stakeholders.

We put safety at the heart of everything we do, to

safeguard people, assets and the environment.

We do the right thing, no matter what, and

are accountable for our actions.

We work together and embrace each other’s unique

contribution to deliver amazing results for all.

We redefine engineering by thinking boldly, proudly and differently.

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 SNC-L AVALIN CODE OF CONDUCT 2023

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MESSAGE FROM THE
PRESIDENT AND CEO
Dear colleagues,
Our company’s reputation is earned everyday. It is earned by the services we
provide to our clients as well as by our conduct. Our strong commitment to
doing business ethically and with integrity is key to our performance.
Doing our job the right way is as much a part of our culture as our core values
of Safety, Integrity, Collaboration and Innovation; they are fundamental to who
we are and how we operate as an organization. Each of us plays a critical role
in promoting and demonstrating appropriate, ethical conduct at all times.
Our culture of integrity can only be sustained through a workplace that is inclusive
and psychologically safe. As individuals, we should always strive to contribute
to the change in conversation by getting to know our fellow colleagues, by being
curious to learn more and by promoting an environment inclusive of others.
We are a diverse workforce, and this is one of our greatest strengths. SNC-Lavalin
is a place where everyone belongs, can be their true self and can reach their full
potential. And we will continue to empower our employees and communities to
make a difference and to hold ourselves and others accountable. While our Integrity
Program continues to be recognized for its strengths and quality, we must never
drop our guard and become complacent. Each one of us needs to use good judgment
and never compromise on our values. We have learned a lot from the past and
should feel proud of what we have achieved and what our company stands for.
Our Code of Conduct sets the standard for how we work together for or
on behalf of SNC‑Lavalin. It serves as a foundation for our governance
documents and provides resources to support us in making the right
decisions every day. It is important that we refer to it as we work and
seek guidance when we are unsure of the proper course of action.
We are committed to maintaining an environment where employees can
speak freely, share ideas, ask questions and raise concerns or issues of non-
compliance without the fear of negative consequences. Our pledge to you is the
assurance of confidentiality and protection from any form of retaliation.
Together, we are the voice of our company’s core values and I am personally
committed to making sure we embody the strong ethical principles
captured in our Code of Conduct. Integrity is one of our strongest assets.
It’s not only the right thing to do, it’s also the key to a bright future.

Ian L. Edwards
President and Chief Executive Officer

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1. A CULTURE OF HIGH ETHICAL STANDARDS

1.1. SNC-Lavalin’s Commitment 1.2. Making the Right Decision

SNC‑Lavalin promotes integrity and the Our Code is not a collection of rules. It is not
highest ethical standards in all aspects of intended to cover every situation we might
its business. To make sure we all live by encounter. Its purpose is to help us use our
our values and comply with the obligations judgment to make the right decisions.
described in our Code of Conduct (our
Some decisions are easy to make.
“Code”), SNC‑Lavalin is committed to:
However, when we are unsure of any work-
› Fostering and maintaining a culture of integrity; related actions or decisions, we must ask
› Creating appropriate awareness and ourselves the following questions:
understanding of our Code at all levels; › Does it comply with our values, our Code
› Setting up measures to prevent, and our governance documents?
detect and respond to unethical › Is it legal?
or non-compliant behaviour;
› Could it put anyone’s health,
› Providing globally available support, safety or well-being at risk?
information and resources to help
› Is it fair, ethical and morally acceptable?
with the application of our Code;
› What is my “gut feeling” telling me?
› Promoting a speak-up culture where
our voices are heard and where we are › How would it look if it were reported on
empowered to raise ethical concerns; the news or another public forum?

› Protecting from retaliation anyone who comes › Could it negatively affect my

forward in good faith with their concerns; and reputation or SNC-Lavalin’s?

› Continuously improving our › Could it be perceived as disrespectful?

governance standards. › Could it be perceived as resulting
in undue influence?
If the answer to any of these questions is
not clear, or if we are uncomfortable with
our answer, we must seek guidance from
our managers or Integrity Officers.

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1.3. Speaking Up
We can all contribute to maintaining our high
ethical standards and culture by speaking up
whenever we encounter a situation that might
raise questions about integrity or misconduct.
The reporting process is described in the last
section of our Code. Although many reporting
channels are available, we can always use the
Reporting Line (operated by an independent
third-party provider) to express our concerns.
We will always be protected against
retaliation when we come forward
in good faith with our concerns.

For more information

Consult our scenario about speaking up.
Watch our video.

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HAVANT THICKET RESERVOIR

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2. LIVING BY OUR CODE

2.1. We Are All Involved 2.3. The Way We Behave Matters

Our Code is meant to maintain integrity and No matter where we are and what we do, we all
transparency in the conduct of our business represent SNC-Lavalin. How we interact with
and in our relationships with others. others is what defines us as a company. Acting
in accordance with our values and adhering
It applies to all employees, individual
to our Code and governance documents is
consultants, loaned personnel,
what protects our reputation and our future.
officers, and members of the boards
It determines whether clients and business
of directors of SNC-Lavalin.
partners want to do business with us, and
Complying with our Code and our governance whether talented people choose a career with us.
documents is part of the terms and conditions Because we care about our people, our clients
of our relationship with SNC-Lavalin. We are and our reputation, we take the necessary steps
required to complete a certification process and actions to address non-compliant behaviour.
on an annual basis to ensure that our Code is Each of us has a part to play in maintaining and
understood and applied in our daily activities. enhancing our reputation as an industry leader.
We expect any third party we do business with to
respect our values and high ethical standards. We must always:
Our Code is reviewed and updated › Do what is right;
annually and can be found on our website
› Comply with our Code, our
at www.snclavalin.com/en/about/integrity.
governance documents, and
applicable laws and regulations;
2.2. Compliance
› Lead by example by adopting behaviours
As we operate all over the globe, we are that support our shared values;
subject to the laws of many countries
› Act with integrity and honesty;
and we must comply with all of them.
› Take responsibility for the things we
When local laws allow behaviour control and the decisions we make, and
that is not permitted by our Code or encourage others to do the same;
governance documents, our Code and
› Take responsibility for delivering
governance documents prevail.
on our promises;
We must always: › Look out for our own health, safety
and security, and that of others;
› Consult our legal team before taking any
› Treat others with respect and dignity;
action when we have questions about how to
understand or how to apply laws or regulations. › Promote equality, diversity and
inclusion in our workplace; and
› Protect our environment and the
communities we work in.

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2.4. Our Expectations of Our Managers

Our managers have additional
responsibilities under our Code.

They are responsible for:

› Promoting a culture of integrity and accountability;
› Leading by example;
› Helping their teams understand and comply with
our Code and governance documents;
› Enabling and assuring participation in
related training and certification;
› Ensuring a positive work environment in which
people are treated with dignity and respect;
› Supporting and protecting individuals who, in
good faith, raise a concern or report potential
unethical or non-compliant behaviour; and
› Speaking up when they hear about or
suspect potential misconduct.

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2.5. Governance, Policies and Procedures 2.6. Exceptions and Deviations
We work with a governance framework that provides We might be faced with situations where we can’t
direction and guides our actions and decision- fully comply with our Code or one of our governance
making. Our governance framework is made of documents. In these cases, we must obtain approval by
statements, commitments, policies, procedures completing a deviation request before taking any action.
and many other types of governance documents.
For example, these are situations where it
would be necessary to ask for a deviation:
We must always:
› Approving transactions above what is permitted
› Comply with the principles established by our governance documents; or
in our governance documents;
› Booking travel arrangements without
› Use the most current version of our governance using the authorized travel agency.
documents available on our intranet;
This helps us with making sure that deviations
› File a deviation request when we can’t comply
are documented and approved at the appropriate
with these principles (see next section); and
level. It also helps us with reviewing our
› Contact the policy custodian or the policy governance documents when necessary.
coordinator when we have questions or
concerns about a governance document. We should not ask for a deviation when we suspect or
know that someone has not respected our Code or any
For more information other governance document, law or regulation. These
situations must be reported as explained in Section 8.1.
Consult our policy on our Governance Framework.
Consult our Governance Framework page on our intranet. For more information
Consult our policy on our Governance Framework.
Consult our Deviations from Governance
Documents page on our intranet.
Watch our video.

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3. FOCUSING ON OUR PEOPLE
AND OUR WORKPLACE

3.1. Mutual Respect 3.2. Health, Safety and Environment

At SNC-Lavalin, we show respect for Everyone’s safety is important to us. We are
everyone. We interact with individuals of committed to doing business in a safe, ethically,
various backgrounds and points of view. This environmentally and socially responsible manner.
diversity is a great asset that contributes to our
We make sure that the applicable workplace
capacity to innovate and reinvent ourselves.
health, safety and environmental legislation
We engage in respectful and constructive is treated as a minimum standard in all
communication and listen to others to areas where we conduct business.
maintain a positive and psychologically safe
To ensure physical and psychological
work environment. We are committed to
safety in our workplace, we implement a
creating and maintaining an inclusive culture
health, safety and environment program
where everyone belongs, can be their true
based on hazard recognition, risk
self and can reach their full potential.
assessment and elimination of hazards.
The preservation of our dignity, privacy
We are all accountable for ensuring
and rights is a priority for us. We have zero
that everyone stays safe.
tolerance for behaviour or actions that amount
to discrimination, harassment, or violence.
For more information

For more information Consult the SNC‑Lavalin BlueBook on

health, safety and the environment.
Consult our Equality, Diversity and
Inclusion page on our intranet.
Consult our procedure on Work Related
Discrimination, Harassment and Violence.
Consult our capsule about mutual respect.
Watch our video about our equality,
diversity and inclusion program.

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 SNC-L AVALIN CODE OF CONDUCT 2023

3.3. Drugs and Alcohol 3.5. Cyber Security

Cyber security is a key aspect of our
We must never:
business. Ensuring that we have robust
› Be impaired by drugs or alcohol while on duty; cyber security measures is fundamental
in maintaining our clients’ trust.
› Buy or sell drugs at work;
› Buy or sell alcohol at work; or
We must never:
› Consume or serve alcoholic beverages
on SNC‑Lavalin premises except as › Compromise the integrity of SNC-
authorized by a member of the Executive Lavalin equipment or systems;
Committee and always in accordance › Disclose private or classified information;
with applicable local laws. › Attempt to bypass SNC-Lavalin’s
security measures;
For more information
› Use unauthorized hardware (e.g.,
Consult the SNC‑Lavalin BlueBook on unknown USB keys); or
health, safety and the environment.
› Engage with suspicious digital
Consult our scenario about media (e.g., unsupported software,
having a drink at lunch. spam, or phishing e-mails).

3.4. Global Security For more information

We are committed to protecting our people, Consult our procedure on Cyber & Data Security.
assets and information wherever we
operate and during business travels.

We must never:
› Knowingly engage in any business
activity that presents a security risk
that cannot be properly managed; or
› Do business with security providers
that don’t adhere to our principles
and security standards.

For more information

Consult our policy on Global Security.

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BIRMINGHAM NEW STREET

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4. AVOIDING CONFLICTS OF INTEREST

4.1. Each of Us Is Responsible We must never:

We must ensure that we always act in › Be guided in our actions or decisions by our
the best interest of SNC-Lavalin. own personal benefit or that of an immediate
Our judgment and actions must never be family member or someone with whom
influenced by secondary interests that we have a close personal relationship;
would benefit us, an immediate family › Be in a position where we cannot be objective
member, or someone with whom we concerning an immediate family member
have a close personal relationship. or someone with whom we have a close
personal relationship, either by supervising
A conflict of interest, whether it is actual,
them or doing business with a company
potential or perceived, can expose
they fully or partially own or work for; or
SNC‑Lavalin to certain risks, such as
legal liability or reputational damage. › Proceed when we know or we are unsure if a
situation constitutes a conflict of interest.
When an actual, potential or perceived conflict
of interest exists, management will assess the For more information
situation and implement measures to address
Consult our procedure on Conflicts of Interest.
the situation if required. Information will be kept
confidential and available only to the individuals
involved in managing that conflict of interest.

We must always:
› Act and make decisions in the best
interest of SNC‑Lavalin;
› Completely and truthfully disclose, in a timely
manner, all information related to an actual,
potential or perceived conflict of interest; and
› Abide by any measure implemented
to address a conflict of interest.

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4.2. Disclosure
We must disclose all conflicts of interest and
changes to existing conflicts of interest as
they arise by filling out a Conflict of Interest
Form. We must complete the Personal
Conflict of Interest Declaration module each
year to ensure that SNC‑Lavalin is aware of
our personal conflict of interest status.

We must always disclose situations where:

› We are engaged or will be engaging
in secondary employment;
› We accepted or will be accepting a
directorship or non-executive position
with a third-party organization;
› We established or will be establishing a
business relationship with a competitor,
business partner, supplier or client;
› We own or plan to own a significant
financial interest in a competitor,
business partner, supplier or client;
› We have an immediate family member
who currently works at SNC‑Lavalin or
we are in a close personal relationship
with someone who does;
› We are/were a government official
in the last five years; or
› We have an immediate family member
or someone with whom we have a close
personal relationship who is/was a
government official in the last five years.
Other situations not listed above, where our
judgment and decision-making are or might be
influenced by professional or personal interests,
could also constitute a conflict of interest and
require disclosure. When in doubt, we disclose
these situations by filling out a Conflict of
Interest Form. Our manager will assess if
the situation constitutes a conflict of interest,
and if mitigation measures are required.

For more information

Consult our scenario about conflicts of interest.

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5. ADOPTING APPROPRIATE
BUSINESS PRACTICES

5.1. Antitrust and Competition Entering joint venture agreements with

our competitors in order to pursue project
We must engage in fair, competitive business
opportunities is not a violation of antitrust
practices that comply with antitrust and
and competition legislation unless it is
competition legislation. These laws are
deliberately meant to reduce competition.
generally designed to uphold free and
open competition in the marketplace.
For more information
We must never discuss, collude Consult our procedure on Compliance.
or agree with third parties to: Consult our capsule on price fixing.

› Fix or control prices, terms or conditions;

› Restrict competition or dealings
with suppliers or clients;
› Share or receive confidential information
with/from current or potential competitors
or any other unauthorized parties;
› Divide or allocate clients,
markets or territories; or
› Choose not to submit a bid, withdraw a
bid or submit an artificial bid to influence
the outcome of a bidding process.

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5.2. Anti-Bribery and Anti-Corruption 5.2.2 GIFTS AND HOSPITALITY

We are committed to conducting business with integrity Gifts and hospitality are part of normal business
and we prohibit corruption and bribery in all their practices, but can, in certain circumstances, be
forms. We are responsible for educating ourselves considered as forms of bribery or unjust influence.
on how to recognize signs of corrupt activities. Our We can offer, accept or exchange gifts, hospitality or
company also offers training material on the subject. entertainment if we respect the following principles.

We must never: We must always:

› Get involved in corrupt activities, › Make sure that benefits are reasonable
whether directly or indirectly; or in value, auditable and appropriate to the
› Accept, request, offer, promise, give or authorize a bribe, occasion and the roles of those involved;
kickback, payment or anything that can be considered › Be honest and transparent when exchanging benefits;
as such (gifts, entertainment, employment, contracts
› Record given benefits accurately in our books and records;
or benefits of any kind) to or from any third party with
the intent to obtain an improper or unfair advantage, › Submit a compliance review (“scorecard”)
retain business or influence that third party’s actions. when applicable; and
› Exercise good judgment, especially when offering benefits
For more information to government officials (see Section 5.3.2), as they are
often subject to stricter rules, regulations and laws.
Consult our procedure on Compliance.

We must never:
5.2.1 FACILITATION PAYMENTS
Facilitation payments are illegal in many jurisdictions › Accept or offer benefits that are illegal, indecent or
where we operate and go against our culture of integrity. offensive in any way, involve gambling, or otherwise
This is why we don’t allow them under any circumstances. violate our Code or governance documents;
› Exchange benefits for any improper advantage
We must never: or influence over a business relationship;

› Make facilitation payments in order to obtain or › Request benefits from a third party; or
accelerate a service to which we are already entitled. › Exchange benefits when it raises questions
about conflicts of interest.
Facilitation payments must not be confused with
payments made in order to prevent an imminent and
For more information
serious threat to our health, safety or welfare, or that
of a person we travel with. Any such payment would Consult our procedure on Compliance.
be considered as an extortion payment and would be Consult our capsule about a meal at a restaurant.
permissible under such circumstances. We must report Watch our video about gifts and hospitality.
all extortion payments to our manager, Integrity Officer
and the appropriate regional security director as soon
as possible. This helps us with recording transactions
accurately and reporting them to the relevant authorities.

For more information

Consult our procedure on Compliance.
Consult our Facilitation Payments Reminder.
Consult our scenario about being stuck in customs.

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5.3. Third Parties
Third parties typically include: 5.3.2 GOVERNMENT OFFICIALS
› Clients; Because of the nature of our business, we regularly
interact with government officials. We must be aware
› Competitors;
that more restrictive rules apply in these situations.
› Suppliers; Activities that may be acceptable when dealing with
› Government officials (see Section 5.3.2); and private sector employees could be inappropriate
› Business partners (see next section). or illegal when dealing with government officials.
This is why we must exercise extra caution.
We are committed to dealing transparently with third
parties. We want to work with third parties who share our We must always:
values and culture of integrity. We expect them to embrace
and implement practices that are consistent with our Code. › Avoid offering any personal benefits to a government
official unless it is clearly permissible under
We must never: applicable laws and regulations and fully compliant
with our Code and governance documents;
› Use a third party to do indirectly what
› Avoid giving anything of value to anyone if
our Code prohibits us from doing.
we have reasons to believe that it will be
passed on to a government official; and
For more information
› Consult with Human Resources before engaging in
Consult our procedure on Compliance.
potential employment opportunities with current
Consult our Counterparty Code of Conduct. or former government officials, members of
their immediate family or someone with whom
5.3.1 BUSINESS PARTNERS they have a close personal relationship.
Business partners are third parties who enter in a business
relationship with and act on behalf of SNC‑Lavalin. For more information
The actions performed by these third parties while they Consult our procedure on Compliance.
participate in our business activities have a direct impact
Consult our scenario about improper
on us. We could be held liable for their actions as if we
communications with government officials.
had performed them ourselves. This is why we must
ensure that individuals or organizations acting on behalf
of SNC‑Lavalin conduct themselves accordingly.

We must always:
› Carefully select business partners who share
our values and culture of integrity;
› Make sure that a Compliance Due Diligence
(“CDD”) is performed and duly approved for
each of our business partners; and
› Continue to properly monitor our business partners
throughout our business relationship with them.

For more information

Consult our procedure on Compliance.

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5.4. Political Contributions 5.6. Anti-Money Laundering

and Tax Evasion
We must never make political contributions
on behalf of SNC‑Lavalin to political We are committed to the prevention
candidates, parties, organizations or any other of money laundering and tax evasion
political entity, at any level of government. everywhere that we operate.

We can engage in personal political We must always:

activities as long as we never:
› Act carefully to prevent SNC‑Lavalin
› Use our company’s name; from being involved or used in money
laundering, facilitation of tax evasion
› Use our company’s time, funds, property,
or other criminal activities;
resources or employees lists;
› Apply the appropriate level of due diligence
› Solicit political contributions at work; or
before entering a relationship with a
› Engage into activities that might client or any other third party; and
constitute a conflict of interest unless
› Recognize and monitor potential
properly disclosed (see Section 4.2).
warning signals that could help detect
unusual or suspicious activity.
For more information
Consult our procedure on Compliance. We must never:
› Engage, facilitate or have SNC‑Lavalin
5.5. Lobbying
associated with any form of tax
SNC‑Lavalin engages with government evasion anywhere in the world; or
officials and public representatives in
› Be complicit in facilitating a third party
an honest, transparent and accountable
to evade taxes in any jurisdiction.
manner. We are committed to building
and maintaining constructive, positive
For more information
relationships in the public sector.
Consult our procedure on Compliance.
Many jurisdictions have enacted laws and
Consult our scenario about tax evasion.
regulations that restrict or require various
levels of disclosure of lobbying activities.

We must always:
› Coordinate all lobbying activities
with Strategy, Marketing and External
Relations before taking any action.

For more information

Consult our Lobbying and
Political Activities Report.
Consult our scenario about illegal lobbying.

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5.7. Trade Compliance, Export 5.8. Insider Trading
Controls and Anti-Boycott
We may have access to information that is not
Laws governing trade are complex and yet known to the public and that could have an
violations can lead to significant fines, impact on the price of SNC‑Lavalin’s shares or
blacklisting and withdrawal of eligibility for those of our clients, suppliers or joint venture
simplified import and export procedures. partners. Inside information may include non-
public financial information, sales and earnings
We must always: figures, plans for dividend changes or new
financing, acquisitions, major new contracts
› Conduct our activities in compliance with
or other financial matters, changes in senior
the export controls, economic sanctions
management, claims and litigation, etc.
and anti-boycott laws and regulations of all
the jurisdictions where we do business; Trading on SNC-Lavalin shares or those of
› Adhere to our procedure on trade compliance, any of our clients, suppliers or joint venture
especially when working on international partners — or advising others to do so — while
opportunities and projects; and being in possession of inside information
is not only prohibited by our Code but it is
› Contact the Integrity, Legal Affairs or
also illegal and may constitute a serious
Procurement teams when guidance is required.
criminal offence. Officers of SNC-Lavalin
have additional responsibilities under the law
For more information
with respect to securities transactions.
Consult our procedure on Trade Compliance.
We must never:
› Disclose inside information to anyone, including
clients, suppliers, consultants, family,
friends, financial analysts and journalists.

For more information

Consult our policy on Disclosure
and Insider Trading.

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5.9. Accounting Practices, Record We must never:

Keeping and Internal Controls
› Use our company’s funds or assets for
Accurate, complete and reliable records are crucial unlawful or improper purposes;
to our business as they guide decision-making and
› Make any false or misleading entries (commit fraud);
strategic planning. They are the basis of our financial
› Make improper assumptions or assessments that
reports and are necessary to fulfill SNC‑Lavalin’s
would result in inaccurate revenue recognition; or
obligation to provide full and truthful disclosures to
investors, stakeholders and regulatory authorities. › Make improper or unusual financial arrangements
with a third party (such as over or under invoicing).
We must always: We expect managers and officers, as well as those
› Prepare business records, expense reports, timesheets, responsible for accounting and record keeping, to be
invoices, vouchers, payrolls, employee records and any vigilant, not only in ensuring that the principles as
other reports in a timely manner with care and honesty; described above are respected, but also in overseeing the
proper use and safeguarding of SNC‑Lavalin’s assets.
› Get all transactions approved in accordance
with our Levels of Authority Policy;
For more information
› Comply with internal controls, financial
Consult our policy on Finance.
reporting and accounting principles;
Consult our procedure on Project Peer Review.
› Support all transactions with proper documentation;
Consult our scenario about credit cards.
› Ensure that no transaction, asset, liability, suspected
Consult our scenario about fraud and
liability, claim, potential claim, litigation or other
falsification of documents.
financial information is kept from management, Legal
Affairs, Finance, Internal Audit or external auditors;
› Make all necessary efforts to resolve issues
and concerns raised by internal and external
audit reports and peer reviews;
› Immediately report any unrecorded funds or assets,
suspicious accounting and false or fictitious entries
in our books and records (see Section 8.1);
› Disclose any known inaccuracies, misrepresentations
or omissions to relevant stakeholders;
› Ensure that no sensitive or confidential information is
wrongfully disclosed, modified, misused or destroyed;
› Ensure that there are no unrecorded
bank accounts or assets; and
› Ensure that we comply with our Records Management
Procedure before destroying any records.

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5.10. Personal Data and Data
Privacy Compliance
We are committed to complying with data protection and
privacy requirements, to respecting individual privacy
laws and to following our data privacy principles.
Appropriate personal data processing is vital to the
success of our business and to maintaining the trust
of our clients, employees and stakeholders. We are
committed to the continuous improvement of a data privacy
compliance framework which ensures that personal data
is handled appropriately, consistently and in accordance
with applicable data protection and privacy law.

We must always:
› Comply with our data privacy compliance framework;
› Be familiar with our data privacy principles;
› Understand what personal data is
and how we should handle it;
› Use personal data only for the purpose for which it was
collected or to meet our legal or regulatory obligations;
› Make sure that personal data is protected, secured,
kept confidential and retained only for as long as is
necessary to achieve the original processing purpose
or to satisfy our legal and regulatory requirements;
› Consider data privacy at the beginning of
any new project or initiative (internal or with
clients) that will involve personal data by
undertaking a Privacy Impact Assessment;
› Contact [email protected]
when we need support; and
› Report data incidents in a timely manner.

For more information

Consult our Data Privacy Compliance page on our intranet.
Consult our scenario about personal data minimization.

HINKLEY POINT C, NUCLEAR POWER STATION

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6. ENGAGING IN CORPORATE
SOCIAL RESPONSIBILITY

6.1. Human Rights 6.2. Community Engagement

We believe that everyone should be treated We are committed to strengthening sustainable
with dignity, fairness and respect. We are benefits for the local communities in which we live
committed to avoiding modern slavery and and work. We build strong relationships by being
human trafficking and supporting the protection attentive to communities’ needs, expectations
of human rights throughout our operations. and uniqueness. We collaborate with local
non-governmental organizations, governments
We must always: and private sector partners to develop and
implement programs that create social value.
› Allow our employees the choice to leave their
employment freely upon reasonable notice; We empower local workers, companies and
› Provide our employees with training communities through training, mentorship and
to help them recognize situations capacity building. We transfer valuable expertise
where a risk of modern slavery and and implement initiatives to enhance project
human trafficking exists; and employment and procurement opportunities.

› Ensure that our supply chain is free of any form

For more information
of modern slavery and human trafficking by
requiring that our counterparties do the same. Consult our Sustainability Report.

We must never:
› Engage in activities that encourage
human rights abuses, modern slavery
and human trafficking, child labour,
bonded labour, or forced labour; or
› Knowingly do business with counterparties
who do not adhere to the principles regarding
human rights put forward in our Code,
regardless of local legislation and customs.

For more information

Consult our Modern Slavery and
Human Trafficking Statement.
Consult our Counterparty Code of Conduct.
Consult our presentation about modern slavery.

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6.3. Donations and Sponsorships

We use donations and sponsorships to support
initiatives that stimulate progress and build
the future of our societies. Our goal is to have
a positive impact on communities, learning
and innovation. This is why we contribute
primarily to educational causes and initiatives
that support the next generation of talent. We
also contribute to charities that build caring
communities in the regions where we operate.
We are all encouraged to volunteer or get involved
in our communities. We are also encouraged to
use our professional skills and experience to do
so. Our company will reward our contributions
to registered charities by matching a maximum
amount of cash contributions or volunteer
time per employee during a calendar year.

We must always:
› Be aware that donations and sponsorships
may present corruption risks. They
could be perceived as a way to seek or
obtain an improper advantage; and
› Obtain approval before making
financial or in‑kind contributions
on behalf of our company.

For more information

Consult our procedure on Donations,
Sponsorships and Employee Involvement.
Consult our scenario about raising
funds for a good cause.

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SAMUEL DE CHAMPLAIN DRIDGE, CREDIT: INFRASTRUCTURE CANADA

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7. PROTECTING OUR ASSETS

7.1. General Principles

We all share the responsibility and legal duty We must never:
to protect SNC‑Lavalin’s information and
assets and that of our clients and business › Use assets for personal or third party profit;
partners. It is essential that information such › Use or access the confidential information
as financial results, business plans, technical or intellectual property of clients,
information, design outputs, intellectual competitors, business partners or former
property and personal data is used and employers without their written consent;
distributed appropriately and responsibly. › Use unauthorized equipment or
software on SNC-Lavalin’s networks,
We must always: systems or devices; or
› Use assets responsibly, › Access or save inappropriate
appropriately and ethically; information, data or images with our
information technology equipment.
› Protect assets from damage
and unauthorized access;
For more information
› Protect personal data (including
Consult our procedure on Information
information about our colleagues);
Technologies Management.
› Protect confidential information
Consult our procedure on Acceptable
and intellectual property; and
Use of Technologies.
› Report theft, damage, inappropriate use
Consult our procedure on Cyber & Data Security.
or suspected breach of information.

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7.2. Information Technology Equipment

SNC-Lavalin provides the information We can make moderate personal use of
technology equipment we need to conduct SNC‑Lavalin’s information technology
our business, including email, information equipment if it does not interfere with our work
systems, software, internet and network duties, but we must never abuse this privilege.
access. These resources remain the exclusive
property of SNC-Lavalin. We must always use We must never use SNC-Lavalin’s
them responsibly, appropriately and ethically. information technology equipment to
exchange, store or process content that:
We must always:
› Is prohibited by law (such as the illegal
› Use our work email address to send or receive downloading, storage or installation of
work-related electronic communications; material protected by copyright laws);
› Protect the integrity of our information › Has potential to cause cyber security breaches;
technology equipment; and
› Promotes or engages in harassment;
› Protect private and confidential information.
› Could be perceived as being racist, defamatory,
discriminatory, violent, sexist or pornographic;
› May tarnish SNC-Lavalin’s reputation;
› Benefits specific employees or
individuals without contributing
to SNC-Lavalin’s business;
› Pretends to be another individual
or business entity; or
› Attempts to bypass or bypasses
SNC‑Lavalin’s security measures.
Any content that we exchange, store or
process with SNC-Lavalin’s information
technology equipment (including personal
data) may be monitored and reviewed, as
permitted by law. This information may also
be disclosed to law enforcement authorities.

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PAVILLON PIERRE LASSONDE DU MUSÉE NATIONAL DES BEAUX-ARTS DU QUÉBEC, CONCEPT
CONSORTIUM OAM*AMO ARCHITECTURE P.C./PROVENCHER ROY ET ASSOCIÉS ARCHITECTES

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7.3. Confidential Information 7.4. Intellectual Property
Our confidential information is one of Copyrights, trademarks, designs, names,
our most important assets. During work logos, photos, videos and any other form of
and business activities, we may encounter intellectual property created or modified
or handle information that has strategic during our relationship with SNC-Lavalin
value to SNC-Lavalin and its clients. remains its exclusive property. This includes
any intellectual property developed outside of
We must always: our relationship with SNC-Lavalin that results
from the use of confidential information.
› Prevent inappropriate or unauthorized
This doesn’t include intellectual property
access to our confidential information
owned by a client or a third party with
or that of third parties;
whom we have a contractual relationship.
› Continue to protect this information
even after the termination of our We must always:
relationship with SNC-Lavalin; and
› Avoid unauthorized copying, taking
› Comply with the established rules
or destroying of SNC‑Lavalin’s
to properly classify and protect the
intellectual property, during or after
information we are entrusted with.
our relationship with SNC‑Lavalin;

For more information › Avoid unauthorized use, theft or

misappropriation of intellectual property
Consult our procedure on Cyber & Data Security.
including that belonging to third parties; and
› Get explicit consent from the intellectual
property owner before using intellectual
property owned by a client or a third party.

For more information

Consult our procedure on Cyber & Data Security.
Consult our scenario about intellectual property.

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7.5. External Communications 7.6. Social Media

We may be asked for our opinion, personal We are encouraged to be our company’s
comments or information regarding ambassadors on social media.
SNC‑Lavalin by the media or outside groups.
We must always:
We must always:
› Protect personal data and confidential
› Send all requests to Corporate information to which we have access;
External Communications which is › Remember that we represent SNC‑Lavalin
responsible for all dealings with the when we identify ourselves on social media
media on behalf of SNC‑Lavalin; as company employees. This means that
› Make sure that our comments remain our posts could affect SNC‑Lavalin’s
strictly personal when sharing opinions on reputation and business interests;
matters not related to SNC‑Lavalin; and › Be cautious when posting and responding
› Obtain our manager’s approval before on social media as we can be identified as
acting as keynote speakers or panellists. SNC‑Lavalin employees even if our user
profile doesn’t indicate that we are; and
We must never: › Keep in mind that the views we express are
our own and not those of our company.
› Contact media representatives on behalf
of SNC‑Lavalin unless authorized to do
so by Corporate Communications; or For more information

› Commit, misrepresent or otherwise Consult our policy on External Communications.

involve SNC‑Lavalin. Consult our procedure on Social Media.
Communications logs and tracks speaking Consult our scenario about
opportunities and reviews the presentation posting on social media.
content and material to ensure alignment with
company positioning and messaging when
appropriate. This is why we advise them before
participating or representing SNC‑Lavalin
in any activities as described above.

For more information

Consult our policy on External Communications.

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8. REPORTING SUSPECTED
MISCONDUCT AND CONCERNS

8.1. Duty to Report 8.2. Non-Retaliation

We must ensure that we live by our values SNC‑Lavalin is committed to creating
and our Code. This is why we all have an an environment where everyone feels
important duty to report in good faith: comfortable to report any of the situations
› Any known or suspected violation of our as described in Section 8.1. We are free
Code or any other governance documents; to remain anonymous when we do so.
› Any suspected violation of applicable We must never retaliate against someone who,
laws, rules or regulations; in good faith, reports any of these situations.
› Any observed instances of misconduct; and We will always be protected against retaliation
› Any observed pressure to compromise when we come forward with our concerns. If we
our ethical standards. believe we have been treated unfairly because
we have reported a concern, we must report
When we are in one of these situations,
it as we would report any other violation.
we must promptly report it via any
of the following resources:
For more information
› Our manager or their manager;
Consult our procedure on Compliance.
› Our Integrity Officer;
› Our relevant representative from a
corporate function (such as Human
Resources, Legal Affairs, Finance, etc.); or
› The Reporting Line (operated by a secured
third-party provider which allows us
to remain anonymous if we wish).

We must always:
› Promptly disclose to Integrity or Legal
Affairs any formal legal notices (such as
subpoenas or court orders) we may receive
in relation with SNC‑Lavalin’s activities.

For more information

Consult our procedure on Compliance.
Consult our presentation about our reporting line.
Watch our video about speaking up.

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8.3. Internal Investigations

SNC-Lavalin takes all cases of reporting Investigations are conducted with respect and
seriously and assumes that they are all legitimate discretion. They are kept confidential to the
and done in good faith. Investigations into extent permitted by law. SNC-Lavalin may
allegations of potential misconduct are mainly be required to report criminal or improper
performed by Compliance Investigations, Global activity to the appropriate government, law
Security, Cyber Security, Human Resources enforcement or regulatory authorities. We are
and Global Health, Safety and Environment. all considered innocent until facts uncovered
Subject matter experts such as Internal during the investigation point to the contrary.
Audit and Project Performance and Risk
Oversight may participate from time to time. We must always:
We use recognized investigation techniques
› Keep our interactions with the
in accordance with our internal practices and
investigative teams confidential; and
protocols to ensure that the quality and integrity
of the investigation process are maintained. › Fully, truthfully and transparently
cooperate with the investigative teams by
participating in interviews and by providing
all requested documents and information.

We must never:
› Obstruct or delay any internal investigation.

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INTERCONTINETAL SHANGHAI WONDERLAND

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50
9. ADDITIONAL REFERENCES
Integrity Highlights

Our Integrity page on our website.

10. CONTACT
When we have a question or would like to raise a concern, we can begin by consulting
the person who understands our work and area of responsibility the best: our manager
or leadership team. We may also communicate with our Integrity Officer, our Integrity
Ambassador or contacts within our corporate function or business unit.

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GLOSSARY

Actual Conflict of Interest Business Partner

Actual Conflict of Interest refers to a real Business Partner refers to a third party with whom
and existing conflict of interest. SNC‑Lavalin enters into a business relationship during
which the third party represents SNC-Lavalin or acts on
Alcohol its behalf whilst interacting with other parties (including
actual or potential clients and government officials).
Alcohol refers to any substance that may be
consumed and that has an alcoholic content A third party providing any of the following types of services
in excess of 0.5 percent by volume. should always be considered as a business partner:
› Applying for or obtaining licences, visas,
Bank Account permits, certificates or similar documents;
Bank Account refers to an account with › Performing customs clearance and
a bank or financial institution. other customs related services;
› Providing recruitment services*;
Benefit › Acting as a representative;
Benefit refers to anything of value, whether tangible or › Carrying out business development;
intangible, offered or conveyed by a person to another person › Acting as a lobbyist;
or that other person’s relatives. Includes all manner of gifts
› Acting as a sponsor or local partner,
and marks of hospitality. Without limiting the generality
where mandated by law; or
of the foregoing, examples of benefits may include goods
and merchandise, meals (including beverages), travel, › Entering with the company in any form of partnership-like
lodging and entertainment/events (tickets to concerts relationship, such as a joint venture or a consortium.
or sporting events, access to VIP lounges, etc.). Clients and nominee shareholders are not considered
to be business partners. Individual consultants are not
Bonded Labour considered to be business partners if they are hired through
Human Resources and go through the HR recruitment
Bonded Labour refers to situations where someone
and onboarding procedures and processes. This exception
pledges their personal services or those of a person
does not apply if the individual consultant performs
under their control as security for a debt and either
business development activities on behalf of SNC-Lavalin.
the value of the services is not applied towards the
If business development activities are to be performed, the
liquidation of the debt or the length and nature of the
individual consultant is considered as a business partner.
services are not respectively limited and defined.
Law firms, professional services consultancies such as
Bribery EY, Deloitte, KPMG, BDO, Grant Thornton, PwC as well as
technical services providers such as architects or engineers,
Bribery refers to the offering, giving, receiving, or soliciting
who otherwise meet the above criteria, are business partners
of any item of value to influence the actions of an official,
only if they (i.e., the legal entity we are contracting with) are
or other person, in charge of a public or legal duty.
based in a country where the Corruption Perception Index
score (as published annually by Transparency International)
is 45 and below. However, in countries with a CPI score above
45, such business partners only require a 360 integrity check.
*Excluding loan of personnel (i.e., where no contractual
relationship is created between SNC‑Lavalin
and the personnel) such as outsourcing labour
(e.g., labour brokers and staffing agencies).

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Business Unit or BU Competitor
Business Unit or BU refers to a sub-division of a sector Competitor refers to a third party that offers, or is capable
that reports directly to the sector president. of offering, the same or similar products and services to
some or all of those offered by SNC‑Lavalin, in markets
Child Labour served or intended to be served by SNC‑Lavalin.

Child Labour refers to work that deprives children of their

Confidential Information
childhood, their potential and their dignity, and that is harmful
to physical and mental development, such as work that: Confidential Information refers to information that if lost,
exposed or corrupted, could cause significant reputational
› Is mentally, physically, socially or morally
loss, or would give significant advantage to competitors.
dangerous and harmful to children; and/or
Loss of confidential information could result in fines and
› Interferes with their schooling by: depriving them of the prosecution. Confidential information includes, for example:
opportunity to attend school; obliging them to leave school
prematurely; or requiring them to attempt to combine › Sensitive personal information (e.g., health records);
school attendance with excessively long and heavy work. › Intellectual property (client or SNC‑Lavalin owned);
› Strategic planning;
Client › Mergers & acquisitions information;
Client refers to either the party with whom SNC‑Lavalin › Information related to a bid during the bidding process;
has signed a contract or a prime contract for the › Passwords, certificates or any documents that could
provision to that party of goods, works or services, or the be used to gain access to classified information; and
ultimate beneficiaries of such goods, works or services,
› Information that could cause hazards to
or both/all of them, as the context may require.
SNC‑Lavalin employees’ safety.
Close Personal Relationship
Conflict of Interest
Close Personal Relationship refers to a relationship
Conflict of Interest refers to a set of circumstances
with someone other than an immediate family
which creates an actual, potential or perceived risk
member, which is significant enough that it affects
that the professional judgment or actions in relation
a person’s ability to be objective and unbiased
to the stakeholder’s duties and obligations toward the
and act in the best interest of SNC‑Lavalin.
company will be unduly influenced by a secondary
interest, which usually benefits the stakeholder
Code of Conduct or Code
financially, professionally and/or personally.
Code of Conduct or Code refers to SNC‑Lavalin’s
Code of Conduct in its current version. Consultant
Consultant see Individual Consultant.
Commitment
​Commitment see Statement. Corporate Function
Corporate Function refers to a corporate
Company
functional department such as Human
Company see SNC‑Lavalin. Resources, Finance, Legal Affairs, etc.

Corruption
Corruption refers to the abuse of
entrusted power for private gain.

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Counterparty Donation
Counterparty refers to any third party that partners Donation refers to any support, whether financial or
with, supplies goods and/or services to, carries out work in-kind, typically to a charity or other philanthropic or
for, acts on behalf of, or represents SNC‑Lavalin. That not-for-profit organization, for the purpose of benefiting
includes business partners, suppliers, manufacturers, a cause or a community, for no consideration other
distributors, service providers and contractors/ than public recognition, where applicable. In most
subcontractors. That also includes their principals, jurisdictions, a tax receipt will be issued for donations.
owners, shareholders, or any other controlling person
or entity, any entity under common ownership and Drug
anyone working for them or acting on their behalf
Drug refers to any substance, chemical or agent for
(including their employees, consultants, representatives
which the use or possession is unlawful or requires
and anyone in their supply chain), whenever they are
a personal prescription or authorization from a
involved in SNC‑Lavalin business or related activities.
licensed treating physician, or for which the use is
regulated by legislation such as cannabis, or any other
Data Privacy Principles
psychoactive substance, and any non-prescription
Data Privacy Principles refers to SNC‑Lavalin’s medication lawfully sold, and drug paraphernalia.
foundational commitments to protect personal
data and protect individuals’ privacy in all facets of Economic Sanctions
its work and process data only in compliance with
Economic Sanctions refers to laws and regulations
legal, regulatory and internal requirements.
which prohibit or restrict business dealings
with certain countries and their nationals, and/
Data Protection and Privacy Law
or with designated entities or persons.
Data Protection and Privacy Law refers to the national
or territorial data protection and data privacy legislation Employee
implemented in the countries in which SNC‑Lavalin operates.
Employee refers to an individual having an employment
For example, the EU General Data Protection Regulation
relationship with SNC‑Lavalin, irrespective of
and the Privacy and Electronic Communications Regulation
their employment status (i.e.: regular, casual,
are the applicable data protection and data privacy law in
contractual, seasonal status or craft labour)
the European Union and apply to all processing of personal
and working on a full- or part-time basis.
data concerning those living in that jurisdiction. The Personal
Information Protection and Electronic Documents Act is one
of the applicable data protection and privacy laws in Canada.
Equality
Equality refers to a work environment where we
Deviation ensure that individuals, or groups of individuals, are
not treated less favourably because of their protected
Deviation refers to any action or absence of
characteristics. Equality also means equality of
action that is different from what is required
opportunity: we must also ensure that those who
by an established governance document.
may be disadvantaged can get the equity they need to
access the same, fair opportunities as their peers.
Discrimination
Discrimination refers to situations where an individual, or Executive Committee
group of individuals, is treated differently, or negatively,
Executive Committee refers to a committee
on account of their traits (e.g., their beliefs, national or
established by management comprised of the
ethnic origin, culture, religion, political convictions, age,
President and CEO and other senior officers.
mental or physical disability, sex, sexual orientation,
gender identity, partnership status, pregnancy,
maternity, or any other grounds prohibited by law).
Expense Report
Expense Report refers to a report filed by an employee based
Diversity upon the appropriate form provided through the finance
system in order to claim reimbursement of his/her expenses.
Diversity refers to the mixture of differences and
similarities that includes, for example, individual
and organizational characteristics, values, beliefs,
experiences, backgrounds, preferences and behaviours.

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Export Gifts and Hospitality
Export refers to: (a) physically or electronically sending Gifts and Hospitality see Benefit.
an item across an international boundary; (b) providing a
service to a recipient in another country (such as engineering Governance Document
services for a project abroad); or (c) in some jurisdictions,
Governance Document refers to SNC‑Lavalin’s values,
disclosing information to a person of foreign nationality,
statements, commitments, Code of Conduct, Supplier
regardless of his or her location (deemed export).
Code of Conduct, Counterparty Code of Conduct, policies,
procedures, work instructions and any other documents
Export Controls
(processes, guidelines, workflows, checklists, templates,
Export Controls refers to laws and regulations that regulate etc.) which set out mandatory rules within the company.
and/or restrict the export of items and the transfer of items
to foreign nations (and/or from one foreign nation to another) Governance Owner
and/or foreign nationals or companies for reasons of national
Governance Owner refers to the person in charge of a
security, foreign policy, anti-terrorism or non-proliferation.
corporate function who reports directly to the President
and Chief Executive Officer or to the Board and who
External Auditor
has the authority to issue governance documents with
External Auditor refers to an auditor that is appointed respect to their specific scope of responsibility.
by SNC‑Lavalin on an annual basis, as described in
SNC‑Lavalin’s notice of annual and special meeting of Government Official
shareholders. The current auditor of SNC‑Lavalin is Deloitte
Government Official refers to an officer or employee
LLP. Deloitte LLP also means Deloitte Touche Tohmatsu
of or any person (such as an attorney or legal
Limited, including related member firms and affiliates.
representative) representing or acting on behalf of:
Facilitation Payments › Any level of government (whether federal,
provincial, state, municipal or other);
Facilitation Payments refers to unofficial payments (as
› Political parties, party officials and
opposed to legitimate and official fees or taxes) made
candidates for public office;
for the purpose of obtaining, securing or accelerating
the taking of a decision or performance of a service or › State-owned and controlled entities*;
routine action to which the person or company paying is › Public international or intergovernmental organizations; or
already entitled. Facilitation payments are typically small › A person who holds a legislative, administrative,
payments made in cash, or small gifts, to an individual with judicial or military position.
little decision-making power, yet capable of controlling
a process (holding up, obstructing or drawing out the * “State-owned and controlled entities” means a legal
process). They tend to be made secretly and are often, but entity that is created by a government (federal, provincial,
not exclusively, requested in the following situations: municipal or other) and on which the government exercises
control, typically by appointing its officers and directors.
› Obtaining issuance of licences or permits; or A state-owned and controlled entity can be either wholly
› Processing governmental papers, such as or partially owned by a government and should not be
visas and other official documents. confused with companies whose stocks are owned in
part by a government body, since these companies are
Forced Labour truly private sector corporations which happen to have
a government entity as one of their shareholders, as for
Forced Labour refers to any work or service which people instance SNC‑Lavalin Group Inc. whose shares are partially
are forced to do against their will and under threat. owned by the Caisse de dépôt et placement du Québec.

Former Government Official By way of example, the following are, in many jurisdictions,
state-owned and controlled entities: public transit and public
Former Government Official refers to someone who was utilities, national airlines and railways, telecom operators,
a government official at any time in the last five years. postal service, national broadcasting corporations,
universities, hospitals, national research institutes or
Gender Identity agencies, national extractive companies, businesses
owned by the royal family governing a country, etc. In
Gender Identity refers to the way a person self-identifies
some jurisdictions, state-owned or controlled entities
with regards to their gender (their perception of having
are sometimes referred to as “crown corporations.”
a particular gender) and their gender expression.

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Harassment Information Technology Equipment

Harassment refers to situations where behaviour, be Information Technology Equipment refers to any
it sexual, psychological or in any other form, towards technologies and technological components, including
another person is shocking or offensive, affects the but not limited to systems, infrastructure, equipment,
person’s dignity, well-being, physical or psychological computer software, services and processes, that
safety, or results in a harmful work environment. support and manage SNC‑Lavalin data and the
people working with these technologies.
Harassment results in an intimidating, hostile, degrading,
humiliating or offensive working environment for the person › Equipment: workstations, notebooks, smart devices,
and can come in the form of repeated, hostile or unwanted computer software as well as their peripheral
conduct, verbal comments, actions or gestures, or can components (e.g., printers and other accessories).
take the form of a single serious incident. Harassment › Infrastructure: telecommunications networks,
can involve words or actions that are known or should servers, as well as their configurations, etc.
be known to be offensive, embarrassing, humiliating, › Services: email, internet, as well as the
demeaning, or unwelcome. This includes bullying. execution and scheduling of batch jobs.

Human Rights Intellectual Property

Human Rights refers to rights as defined by Intellectual Property refers to all patents, rights to
the Universal Declaration of Human Rights inventions, utility models, copyright and related rights,
and adopted on December 10, 1948. trademarks, service marks, trade, business and domain
names, rights in trade dress, rights in get-up, rights in
Human Trafficking goodwill, rights to sue for passing off, unfair competition
rights, rights in designs, rights in computer software,
Human Trafficking refers to the recruitment,
database rights, topography rights, moral rights,
transportation, transfer, harbouring, or receipt of
image rights, and all other intellectual property rights,
persons by improper means (such as force, abduction,
in each case whether registered or unregistered and
fraud, or coercion) for an improper purpose.
including all applications and rights to apply for and be
granted, renewals or extensions of, and rights to claim
Immediate Family
priority from, such rights and all similar or equivalent
Immediate Family refers to an individual’s rights or forms of protection which subsist or will
spouse (or significant other), daughter, son, subsist now or in the future in any part of the world.
mother, father, sister or brother.
Joint Venture
Inclusion
Joint Venture refers to any form of association between
Inclusion refers to the achievement of a work environment SNC‑Lavalin and one or more third parties other than in a
in which all individuals are appreciated, supported and prime-sub capacity, whereby a common business activity
treated fairly and respectfully, have equal access to is pursued or whereby the parties’ resources are combined
opportunities and resources, can fully contribute to the to achieve a common goal. Without limiting the generality
organization’s success and achieve their full potential. of the foregoing, such an association can take the form of
an incorporated or non-incorporated (contractual) entity,
Individual Consultant which may or may not carry registration or licensing
requirements. Such an association can also take place
Individual Consultant refers to an individual whose
at any stage of the project cycle, whether preliminary
services are contracted, directly with that individual
intent to jointly consider an opportunity, teaming on the
or through an entity, for a specific project or mandate
pursuit thereof or as a means of project execution.
and who is not on SNC‑Lavalin payroll.

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Leadership Team On Behalf of
Leadership Team refers to members of the company’s On Behalf of means, in the context of an action taken
senior management team who are direct reports or any interaction with third parties such as clients,
of the President and Chief Executive Officer. subcontractors, vendors, other contractors, public
bodies, government officials, governmental authorities or
Liability regulatory agencies, that the action or interaction is, or
may reasonably be perceived to be, in the name or for the
Liability refers to a present obligation of the entity
benefit of, or may otherwise be imputed to, SNC‑Lavalin.
arising from past events, the settlement of which
is expected to result in an outflow from the entity
Peer Review
of resources embodying economic benefits.
Peer Review refers to an independent objective assessment
Loaned Personnel of the health of a project using peer-to-peer expertise
across multiple disciplines (such as scheduling, risk
Loaned Personnel refers to a resource employed and paid
and opportunity management, financial management
by a third party employer whose services are loaned to
and commercial management) and assess compliance
the company for a defined period of time and mandate.
with applicable governance documents, providing
recommendations and actions back to the project manager.
Lobbying
Lobbying refers to the process of attempting to influence, Perceived Conflict of Interest
or advising those who wish to influence, public and
Perceived Conflict of Interest refers to a set of
government policy at all levels: federal, state, regional and
circumstances which an observer may reasonably
local. It involves the advocacy of an interest that is affected,
view or perceive as giving rise to a conflict of interest
actually or potentially, by the decisions of legislators or
(actual or potential), while in reality it does not.
government leaders. Lobbying activities can be exercised
by in-house lobbyists and/or consultant lobbyists.
Personal Data
Manager Personal Data refers to any information directly or indirectly
relating to an identified or identifiable living individual.
Manager refers to an employee’s direct functional
Examples of personal data include information about an
supervisor. In the case of a candidate, “manager” refers to
individual’s name, address or their performance at work, etc.
the functional manager to whom the candidate will report.
Personal Data Processing
Modern Slavery
Personal Data Processing refers to collecting, recording
Modern Slavery refers to common forms of exploitation
or storing personal data or carrying out any operation
including human trafficking, domestic servitude,
or set of operations on the data including retrieving,
forced marriage, forced criminality, forced labour,
viewing, organizing, adapting, altering, using, disclosing,
bonded labour, child labour and sexual exploitation.
transmitting, disseminating, erasing or destroying
the information. However, processing can also be
Money Laundering simply characterized as using personal data for any
Money Laundering refers to the process by which purpose, including merely storing personal data.
a person conceals or disguises the identity or the
origin of illegally obtained funds so that they appear Policy
to have originated from legitimate sources.
Policy refers to a governance document that provides
guiding principles and rules with high relevance for the
Officer whole organization. Policies are issued by top management
Officer refers to the chairperson of the board of directors, to support organizational values and principles. They
the president, a vice-president, the secretary, the require approval from the Executive Committee.
treasurer, the controller, the general counsel, the general
manager and a managing director of an SNC‑Lavalin- Policy Coordinator
related entity, or any other individual who performs
Policy Coordinator refers to a member of the Policy
functions for an entity similar to those normally performed
Oversight Committee charged with the stewardship of the
by an individual occupying any of these offices.
governance documents development and revision process.

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 SNC-L AVALIN CODE OF CONDUCT 2023

Policy Custodian Retaliation

Policy Custodian refers to a representative of a Retaliation refers to punishing someone for reporting,
corporate function appointed by a governance in good faith, an allegation or concern. Retaliation
owner to be responsible for the governance can include any negative job action such as demotion,
documents under their scope of responsibility. unjustified discipline, firing, salary reduction or job or shift
reassignment, and can be performed directly or indirectly.
Policy Oversight Committee (POC)
Scorecard
Policy Oversight Committee (POC) refers to the
committee established to guide good practices in Scorecard refers to SNC‑Lavalin’s tool referred to under the
managing Class 1 and Class 2 governance documents Gifts & Hospitality section of the Compliance Procedure.
as defined in the Governance Framework Policy. The
POC participates in the review process for Class 2 Secondary Employment
procedures and Class 1 governance documents.
Secondary Employment refers to other employment
or directorships outside of SNC‑Lavalin, including any
Political Contribution
personal business we may be conducting whether
Political Contribution refers to any contribution, whether or not related to SNC‑Lavalin’s business.
monetary, non-monetary or in-kind, made to a candidate
for public office, or to a political party, organization or Securities
entity. Political contributions include without limitation:
Securities refers to SNC‑Lavalin Group Inc.’s common
direct financial contributions (subscriptions, loans,
shares and stock options granted under one of
advances, deposits, etc.), admission fees to fundraising
SNC‑Lavalin Group Inc.’s stock option plans.
activities (dinners, golf tournaments, etc.) sponsored by
or for political parties or candidates, political campaign
expenses, goods, services, equipment, facilities, etc. Significant Financial Interest
Significant Financial Interest refers to owning any
Potential Conflict of Interest interest equal or greater to 5% in any company
or entity which does, or seeks to do, business
Potential Conflict of Interest refers to a situation
with or is a competitor of SNC‑Lavalin.
where there is a reasonable possibility of a
conflict of interest arising in the future.
SNC‑Lavalin
Procedure SNC‑Lavalin refers to SNC‑Lavalin Group Inc. and
all entities, joint ventures, partnerships or other
Procedure refers to a governance document that
undertakings under its direct or indirect control.
provides rules and requirements on a specific subject
to ensure uniformity and control in the performance
of tasks and processes within the organization. Social Media
Social Media refers to a computer-based technology that
Project facilitates the sharing of ideas, thoughts, and information
through the building of virtual networks and communities.
Project refers to a temporary endeavour designed to
By design, social media is Internet-based and gives
produce a unique product, service or result undertaken
users quick electronic communication of content.
to meet unique goals and objectives, typically to
bring about beneficial changes or added value. Social media includes all personal digital
presence and more specifically:
Psychological Safety › Personal blogs and websites;
Psychological Safety refers to a belief that one will › Social networking sites (Facebook, Tik Tok);
not be punished or humiliated for speaking up with › Professional networking sites (LinkedIn);
ideas, questions, concerns, or mistakes and that
› Micro-blogs (Twitter);
the team is safe for interpersonal risk taking.
› Discussion/chat forums whether
political, non-political, or other;
› Content sharing sites (YouTube); and
› Content aggregation and social bookmarking
sites (Alltop.com, Reddit, Digg).
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Sponsorship System
Sponsorship refers to a business agreement whereby System refers to SNC‑Lavalin’s network and
SNC‑Lavalin makes a contribution to an organization in enterprise applications as well as any process
exchange for negotiated entitlements. The entitlements or methods used to produce a result.
often take the form of publicity, brand visibility, an elevated
profile for employees or other agreed conditions. Due to Tax
these terms, no tax receipt should be expected, even if the
Tax refers to all forms of tax, including but not limited to,
organization is a registered charity. Sponsorships are a
payroll and employment taxes, national insurance and
business development transaction and are not paid out of the
social security contribution, capital taxes, corporation
budgeted amount that SNC‑Lavalin dedicates to donations.
tax, customs and duties, Value Added Tax (VAT) or other
indirect sales and goods taxes irrespective of territory.
Stakeholder
Stakeholder refers to a person or organization that Tax Evasion
can affect, be affected by, or perceive itself to be
Tax Evasion refers to the unlawful evasion of taxes
affected by, a decision or activity (such as employees,
performed by misrepresenting the taxpayer’s affairs with the
clients, suppliers, communities, regulators, not for
goal to reduce or eliminate their tax liability. It may take the
profit organizations, investors, shareholders, etc.).
form of dishonest tax reporting through the understatement
of income or gains or the overstatement of deductions or
Statement
losses. It includes the facilitation of tax evasion which refers
Statement refers to a governance document that provides to the deliberate and dishonest action (or omission) to assist
the intentions and direction of the organization related to its another person to evade taxes in any jurisdiction. Tax evasion
performance as formally expressed by top management. can be realized by individuals, corporations or trusts.

Subcontractor Third Party

Subcontractor refers to any individual or entity hired by Third Party refers to any individual or organization,
SNC‑Lavalin for the provision of goods and/or services. This other than SNC‑Lavalin, that personnel may come
does not include clients or employees of SNC‑Lavalin. into contact with within the course of their work and
business activities, including but not limited to, business
Supplier partners (including consortium and joint venture
partners), family members, candidates, competitors,
Supplier refers to any third party that supplies
clients, suppliers and government officials.
goods and/or services, including manufacturers,
fabricators, distributors and vendors.
Transaction
For the purpose of the Supplier Code of Conduct, “Supplier”
Transaction refers to the sale of services (such as
refers to SNC‑Lavalin’s suppliers, subcontractors and
engineering, procurement, construction, construction
representatives, as well as anyone working for them
management, financing and operations & maintenance),
or acting on their behalf (including their employees,
products, parts or equipment, shipment, transfer of
consultants, suppliers and representatives).
information or transfer of funds. Transactions also
refer to any purchases, expenses and payments.
Sustainability (Sustainable Development)
Sustainability (Sustainable Development) refers to Violence
development that meets the needs of the present without
Violence refers to the use of physical force that causes
compromising the ability of future generations to meet
or could possibly cause physical injury, or any action(s),
their own needs (as per the UN World Commission on
behaviour or statement(s) that could reasonably be
Environment and Development). The concept of sustainability
perceived as a threat to one’s safety or security.
is composed of three pillars: economic, environmental, and
social. Issues relating to sustainability are often referred
to as ESG issues (Environmental, Social, Governance).
Workplace
Workplace refers to any place over which SNC‑Lavalin exerts
administrative responsibility and any land, premises, location
or thing at, upon, in or near which an employee works or
attends by reason of or in the course of employment.

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Additional information and various
documents related to integrity are
available on our website.