Code of Conduct and Conflict of Interest Policy | Abitibi River Forest Management Inc.

Abitibi River Forest Management Inc.
Code of Conduct and Conflict of Interest Policy

September 17, 2025

Statement of Commitment:

Directors of Abitibi River Forest Management Inc. (the “Company”) are custodians in trust of the operations and assets of the Company. Shareholders recognize the need for competent and committed Directors and Representatives (the Board Members) as described in Section 7 of the Shareholders Agreement 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.

Section 7 of the Shareholders Agreement also recognizes that non-Board Members, including First Nation Observers and Guests may also be in attendance at a Board of Directors meeting

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.

Duties:

Each Board Member is expected to become an active participant in a board that functions effectively as a whole. Generally, a Board Member 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 Board Member 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 Board Member 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 7.5 of the Shareholder Agreement for the Company.

Code of Conduct:

Board Members agree to conduct themselves according to this Code of 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 Board Members 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.

1.1 Support the Company – Each Board Member owes a duty to the Shareholders to act in the best interest of the Company and must:
a. Support the mandate of the Company as detailed in Section 2.2 of the
Shareholders Agreement dated December 15, 2009
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

1.2 Honest and Candid Conduct – Each Board Member owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest and candid.
Each Board Member must:
1.3 Act with integrity, including being honest and candid, while still maintaining confidentiality of information where required or consistent with the Company’s policies
1.4 Respect principles of fair play and due process
1.5 Observe both the spirit and the form of applicable laws, rules, and regulations, including Company policies
1.6 Not be influenced by self-interest, outside pressure, expectation of reward, or fear of criticism
1.7 Offer his/her personal perspectives and opinions on issues that are the subject of Board discussions and decisions
1.8 Voice, clearly and explicitly at the time a decision is being taken, any opposition to a decision being considered by the Board
1.9 Maintain solidarity with fellow Board Members in support of a decision that has been made in good faith

2.0 Board Meetings – Board Members are expected to regularly attend and participate in a professional manner in Board meetings.
Each Director must:
2.1 Attend properly convened meetings of the Board of Directors, including non- face-to-face meetings.
2.2 Attend the entire meeting if possible
2.3 Be prepared for Board meetings
Each Board Member must:
2.4 Participate in Board meeting discussions, and participate in a respectful manner
2.5 Support decisions made by the Board
2.6 Complete inter-meeting Board business
2.7 Demonstrate respect for individuals and human rights
2.8 Respect and give fair consideration to diverse and opposing viewpoints

3.0 Confidentiality – In carrying out the Company’s business, Board Members may learn confidential or proprietary information about the Company, its suppliers, its customers, or it’s Shareholders. Board Members 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:

4.1 Integrity.

This Conflict of Interest Policy is intended to ensure the highest standards and maintenance of the integrity of the Board. Board Members shall act at all times in the best interests of the Company rather than in the interests of particular constituencies. This means putting the interests of the Company ahead of any personal interest or the interest of any other person or entity, including their respective employers. It also means performing his/her duties and transacting the affairs of the Company in such a manner that promotes public confidence and trust in the integrity, objectivity and impartiality of the Board.

4.2 No Pecuniary Benefit.

(a) No Board Member shall directly or indirectly receive any profit from their position as such, notwithstanding anything herein contained to the contrary.
As described in Section 8.9 of the Shareholders Agreement there will be no remuneration or stipend from the Company for duties exercised as a Board Member or observer. (b) The pecuniary interests of immediate family members (including the immediate family members of a Board Member’s partner) or close personal or business associates of a Board Member are considered to also be the pecuniary interests of the Board Member.

4.3 Definition of Conflict of Interest.

(a) A conflict of interest refers to situations in which personal, occupational or financial considerations may affect, or appear to affect, a Director’s objectivity, judgment or ability to act in the best interests of the Company.

(b) A conflict of interest may be real, potential or perceived in nature.

(c) A real conflict of interest arises where a Board Member has a private or personal, professional interest, for example, a close family connection or financial interest.

(d) A potential conflict of interest may arise when a Board Member has a private or personal interest such as an identified future commitment for themselves or for the constituency they represent on the Corporation.

(e) A perceived or apparent conflict of interest may exist when a reasonable, well-informed person has a reasonable belief that a Board Member has a conflict of interest, even if there is no real conflict.

(f) Full disclosure, in itself, does not remove a conflict of interest.

4.4 Principles for Dealing with Conflict of Interest.

(a) Both prior to serving on the Board and during their term of office, Board Members must openly disclose a potential, real or perceived conflict of interest as soon as the issue arises and before the Board or its committees dealing with the matter at issue.

(b) If the Board Member is not certain whether they are in a conflict of interest position, the matter may be brought before the Chair of the Board or the Board for advice and guidance.

(c) It is the responsibility of other Board Members who are aware of a real, potential or perceived conflict of interest on the part of a fellow Board Member to raise the issue for clarification, first with the Board Member in question and, if still unresolved, with the Chair of the Board.

(d) If there is any question or doubt about the existence of a real or perceived conflict, the Board will determine by vote if a conflict exists. Before a decision is rendered both the Board Member potentially in conflict of interest as well as the Board Member who has suggested that a conflict of interest exists, shall be provided the opportunity to make representation on the allegation. The Board Member potentially in conflict must recuse themselves from the conflict of interest discussion and shall not vote on the existence of the conflict.

(e) If as a result of 4.5 (d) a Board Member is determined to be in a conflict of interest then this Board Member must abstain from participation in any further discussion on the matter, shall not attempt to personally influence the outcome, shall refrain from voting on the matter and, unless otherwise decided by the Board, must leave the meeting room for the duration of any such discussion or vote.

(f) The disclosure and decision as to whether a conflict exists shall be duly recorded in the minutes of the meeting. The time the Board Member left and returned to the meeting shall also be recorded.

4.5 Gifts and Hospitality.

Board Members shall not directly or indirectly offer or accept cash payments, gifts, gratuities, privileges or other personal rewards, which are intended to influence the activities or affairs of the Company.

4.6 Complaints and Disputes Involving Board Members.

(a) Complaints and disputes involving Board Members or Observers will be made to the President of the Company who will make reasonable attempts to resolve such matters expeditiously and fairly.

(b) Complaints and disputes involving the President of the Company will be made to the Secretary who will make reasonable attempts to resolve such matters expeditiously and fairly.

(c) Resolution of a complaint or dispute must be carried out in consideration of the Company’s shareholder’s agreement, by-laws and policies, and applicable legislative or other legal requirements

4.8 Violence and Harassment

(a) Complaints of violence and harassment will be addresses via the Company’s Harassment and Discrimination Policy

IT IS FURTHER RESOLVED:

That the Directors and Shareholders of the Corporation will review this Code of Conduct and Conflict of Interest Policy each year in preparation for the final quarterly meeting and that any proposed changes will be tabled at the last quarterly meeting of the year where the Policy will be annually re-endorsed by the Directors of the Corporation through a formal resolution.

THE FOREGOING RESOLUTIONS are hereby consented to by the Directors of the Corporation.