Application

The requirements of this chapter apply to the entire Board, but are of particular importance to members of the Governance, Human Resources and Pension Committee (“GHRP Committee”) with respect to their pension administration responsibilities for the “CATSA Pension Plans” or “Plans”:

Definitions

“Conflict of Interest”, under the Conflict of Interest Act and within this Code, means when a Director exercises an official power, duty or function that provides an opportunity to further his or her private interests or those of his or her relatives or friends or to improperly further any other person’s private interests.

“Real” means that the Conflict of Interest exists at the present time.

Duty of Loyalty

Directors shall act honestly and in good faith with a view to the best interests of CATSA. [FAA, s.115]

Duty of Care

Directors shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. [FAA, s.115]

Initial Appointment

Before Directors begin their duties, the Corporate Secretary will ask them to complete:

Initial Briefing

The Corporate Secretary shall brief and counsel new Directors on the Code and its interpretation.

Departure Briefing

The Corporate Secretary shall brief and counsel departing Directors on their post-directorship obligations.

Application

This Code of Conduct and Ethical Behaviour (“Code”) applies to the Board of Directors (“Board”, or individually, “Director(s)”) of the Canadian Air Transport Security Authority (“CATSA”).