Portland Investment Counsel’s Compliance & Code of Ethics
Portland Investment Counsel’s goal has been to create long-term wealth for our clients. Achieving this goal requires a steadfast commitment to a disciplined investment philosophy and a set of investment principles. To underpin and support this disciplined approach, Portland Investment Counsel has established a framework of compliance, ethics and governance practices applicable to each activity undertaken to execute our commitments to the investors in Portland Investment Counsel every day.
Portland Investment Counsel views good compliance to be part of an integrated control structure that cannot be accomplished solely by a legal and/or compliance department. Many different support functions and individuals working with line business personnel are necessary for effective compliance. Compliance activities are integrated into existing organizational processes and become part of regular business tasks and activities performed by all personnel.
Portland Investment Counsel personnel at the executive, management and supervisory levels (“Management”) are responsible for ensuring that employees under their supervision know and understand the company’s policies and procedures. Each Portland Investment Counsel operational area is responsible for advising and assisting on the establishment of compliance-related control activities, ensuring “best practices” are implemented and interfacing with Portland Investment Counsel’s Legal and Compliance Department to ensure that the corporate compliance standards are current or to receive guidance in compliance matters. Each operational area conducts ongoing and periodic monitoring of compliance processes to ensure that the processes are functioning effectively.
All Portland Investment Counsel employees are considered to have a special obligation and responsibility to conduct the business of the company in a manner that complies with all the applicable laws and regulations and to bring non-compliant conduct to the attention of their supervisors or the Portland Investment Counsel Legal and Compliance Department.
Code of Ethics
Portland Investment Counsel has established a Code of Ethics which governs the activity of staff at all levels, from senior management to clerical. All staff are subject to the rules and guidelines of this Code and annually sign an agreement to comply with the Code’s provisions. Failure to comply with the Code may be grounds for suspension or dismissal. Failure to comply with certain sections of this Code may also be a violation of securities law and may be punishable accordingly. All employees, officers and directors of Portland Investment Counsel have a duty to report any contravention of this Code.
Within the Code of Ethics are policies that also specifically govern privacy, confidentiality of information and conflicts of interest.
It is fundamental to the fair treatment of investors that the highest standards of integrity and ethical business conduct be maintained. This can only be achieved by all Portland Investment Counsel employees, officers and directors continuing to adhere to the highest principles of conduct in the discharge of their duties.
Portland Investment Counsel’s Code of Ethics also specifically addresses:
- Obligations to Clients. Portland Investment Counsel is committed to maintaining the highest standards of service to our clients. Portland Investment Counsel has a fiduciary duty to its clients to act honestly, in good faith and in the best interests of our mutual funds and their investors and to exercise the degree of care, diligence and skill that a reasonably prudent manager would exercise in the circumstances.
- Obligation to comply with the Law. Portland Investment Counsel and its employees, officers and directors are required to comply with all laws applicable to Portland Investment Counsel business operations, including applicable provincial securities laws governing the provision of investment advisory services, insider trading and reporting of insider transactions. Each employee, officer and director of Portland Investment Counsel has a duty to know, understand and comply with securities and other legislation applicable to their duties and responsibilities.
- Portland Investment Counsel also has an ethics reporting (whistle blowing) policy to enable employees, officers and directors to raise any concerns they might have concerning accounting, auditing, or systems-related issues on a confidential basis. This policy supports Portland Investment Counsel’s commitment to ensuring that all employees, directors and officers observe the highest standards of personal ethics in the conduct of their duties and responsibilities.
Trade Matching Statement
National Instrument 24-101-Institutional Trade Matching and Settlement was established by the Ontario Securities Commission (OSC) and became effective April 2007. The purpose of the instrument is to ensure that market participants establish, maintain and enforce policies and procedures designed to achieve matching of institutional trades by no later than the following business day after the trade date by noon.
The instrument requires that trade-matching parties cannot execute trades unless each trade-matching party has either entered into a trade matching agreement or provide a trade matching statement by October 1, 2007. The trade matching statement confirms that the trade-matching party has established policies and procedures designed to achieve timely matching. Portland Investment Counsel Inc. has signed a trade matching statement which can be viewed by clicking the link below.
Portland Investment Counsel Inc. (“PIC”) will exercise its responsibility in accordance with the best long-term economic interests of the Unitholders. PIC is required to maintain policies and procedures governing the voting of proxies, which are designed to be guidelines for the voting of proxies. Each vote is ultimately cast on a case-by-case basis, with the investment advisor taking into consideration the relevant facts and circumstances at the time of the vote.
PIC’s proxy voting policies and procedures set out various considerations that will be addressed when voting, or refraining from voting, proxies, including that:
PIC will generally vote with management on routine matters related to the operation of an issuer that are not expected to have a significant economic impact on the issuer and/or its shareholders; PIC will review and analyze on a case-by-case basis, non-routine proposals that are more likely to affect the structure and operation of the issuer and to have a greater impact on the value of the investment; PIC may abstain from voting a proxy if it concludes that (i) the effect on Unitholders’ economic interests or the value of the portfolio holding is indeterminable or insignificant or (ii) the cost of voting is disproportionate to the economic impact the vote would have on the portfolio holdings; and Any material conflicts that may arise will be resolved in the best interests of the Unitholders and potential procedures to deal with any conflict are identified. A proxy voting committee of PIC administers and oversees the proxy voting process. The proxy committee reviews the proxy voting policies and procedures, as well as the voting practices, of PIC for their continued effectiveness and appropriateness from time to time.
For your convenience, our proxy voting records are available on our website and are available to Unitholders on request, at no cost, by calling toll-free 1-888-710-4242. Proxy voting records are posted to our website on an annual basis, no later than August 31, for the period of July 1 to June 30 of each year.
The current proxy voting policies and procedures of PIC will be available to Unitholders on request, at no cost, by calling toll-free 1-888-710-4242.