The Protein Industries Canada ("PIC") Code of Member Conduct ("Code") is intended to provide PIC members with a set of guidelines with which they agree to adhere when joining and maintaining their membership in PIC.
Compliance with this Code is a requirement for continuing membership in PIC. Members acknowledge that subscribing for and maintaining membership in PIC indicates their acceptance of this Code, and agree to review, understand, and fully comply with its principles. A breach of this Code by any PIC member may render that member subject to termination or exclusion from PIC membership.
As a member of PIC, the member is expected to:
- Abide by applicable law, and the policies of PIC, in its activities as a PIC member;
- Uphold the reputation and good standing of PIC;
- Act with integrity;
- Act in the general interest of PIC in its activities as a PIC member, and not use their position to unfairly benefit the member or those in which the member has an interest;
- Promptly pay membership fees as part of continued membership in PIC, and keep member information up to date; and
- Conduct all business with PIC and its members with professionalism and respect.
Data and information generated in support of or in connection with the activities of PIC is a fundamental source of value that members may access by virtue of membership in PIC. The process of sharing such data and information is a powerful tool to help support innovation, collaborative engagement, and breakthrough thinking.
As a component of membership in PIC, it is anticipated that members may participate in PIC programs or projects, engage with PIC, and collaborate with other PIC members, resulting in the exchange, disclosure or sharing of information of a confidential, proprietary or sensitive nature ("Confidential Information"). This information may include, for example, product information, trade data, proprietary know-how, information regarding actual or pending intellectual property, information regarding scientific research or work product, financial information, and market information. It is recognized that Confidential Information may be shared with, or among, PIC or PIC members with the expectation that it will not be disseminated outside of the membership, and therefore sharing of this information must be conducted within a framework that leads to trust and appropriate maintenance of confidentiality.
Consequently, as a member of PIC, the member is expected to adhere to the following principles in order to promote appropriate information sharing, establish and maintain trust, and avoid the inappropriate use or disclosure of information that could potentially harm or compromise the commercial interests of any member:
- Confidential Information provided to or exchanged with PIC or other PIC members during PIC meetings, workshops, roundtables, private communications, project proposal and evaluation activities, and similar activities must be treated as confidential unless otherwise specified.
- No Confidential Information may be communicated to others outside of PIC's membership without the prior consent or authorization of the member that shared the information. Notwithstanding this, a member is permitted to share or disclose Confidential Information to its agents and representatives (including legal counsel, accountants, financial advisors, and funders) that may have a need to know the information for the purpose of providing informed advice to the member, including with respect to any project or transaction that the member may be contemplating with another PIC member. In such a case, however, the agent or representative, as the case may be, must be informed by the member of the confidential nature of the information, and directed to treat such information as confidential and in accordance with this Code.
- Confidential Information shared by a member may only be used for the purpose(s) for which it was shared, unless separate consent or authorization for further or additional use is first obtained from the member that shared the information.
- Each member has a duty not to disclose or discuss with another person or entity, or to use for their own purposes, Confidential Information of other members received in their capacity as a member of PIC, unless otherwise authorized in writing.
- Members may not use the contact information of other members for marketing purposes.
- Members must not make improper or unauthorized use of Confidential Information they have obtained in course of PIC activities.
- Comments and views expressed by members at PIC events and during PIC activities do not necessarily reflect the opinions or positions of PIC, and should not be represented as such by members.
- Members must act honestly and with integrity in matters pertaining to PIC and its membership.
- Members must respect the proprietary and intellectual property rights of other members.
- Members must refrain from using Confidential Information shared by or acquired from other members in the course of PIC activities for their own benefit or gain, or in order to compete with such other member(s).
- Members must handle and manage Confidential Information and data regarding PIC and other members in compliance with PIC's Data Management Strategy.
- If a member's membership with PIC expires, is terminated, or otherwise ends, the member must promptly destroy or return all Confidential Information that it may have obtained from or in relation to any disclosing member, and must not make nor retain any copies of such information. If requested, the departing member will certify this return or destruction in writing.
- The obligations of confidentiality outlined in this Code will not apply to information that: (a) is or becomes generally available to the public other than as a result of a disclosure by a receiving member, (b) becomes available to members on a non-confidential basis from a source other than PIC or any of its members, if this source is not bound by a confidential or non-disclosure agreement with, or obligation of secrecy to, the disclosing member, or (c) can be shown by the receiving member(s) to have been independently developed by a receiving member(s) without access to information of the disclosing member.
Competition and Antitrust
Although some activities carried on among competitors, such as lobbying, research, education and industry promotion, do not offend the Competition Act (Canada) (the "Act"), activities involving groups of competitors or members of supply chains are subject to a critical eye pursuant to the Act. Given the industry-specific focus of PIC and the composition of its membership, the possibility exists that certain activities of the PIC membership could be viewed as involving cooperation among competitors in furtherance of anti-competitive activities.
With this in mind, PIC is sensitive to the risks presented by certain of its membership activities, such as PIC membership meetings and activities that centre around members that are competitors of each other, and expects its members to take great care to refrain from engaging in any conduct that could be viewed as non-compliant with the Act. To foster compliance with the Act, the following principles and procedures must be adhered to with respect to such activities:
- PIC members must take care to understand the elements of the Act as it applies to them and their respective activities. Although the Act applies generally to all business activities in Canada, of particular concern for industry-focused, membership-based organizations such as PIC are activities that could be viewed as instances of collaboration among competitors. Each member is responsible to ensure that topics that may lead to a presumption or give the appearance of an agreement or combination that could violate the Act are not discussed in meetings of PIC members.
- An agenda must be prepared and circulated amongst PIC meeting attendees in advance of commencement of any PIC member meetings and minutes of each such meeting must be recorded. All items on any agenda of a meeting of members must have a clear and legitimate PIC purpose.
- All attendees of PIC member meetings must be alert to discussions that may raise competition law concerns, and in the event that a concern arises with any topic or avenue of discussion, should voice their concern. If necessary, the meeting may be adjourned.
- If any meeting attendee has concern regarding whether or not a topic scheduled for discussion at a PIC member meeting may be competitively-sensitive, the attendee should voice that concern.
- Although all matters to be discussed at any PIC member meeting should be carefully reviewed, the following items of discussion are ordinarily permissible:
- industry management, trends and tools;
- economic trends;
- technological developments;
- collaborative research projects for the advancement and betterment of the industry;
- government policies, legislation and judicial decisions;
- industry-wide public relations efforts; and
- providing education on topics of interest to industry participants, provided that such education relates to general information only.
- In general, care must be taken to avoid discussions of competitively-sensitive topics. Steps will be taken to terminate discussions relating to competitively-sensitive information such as:
- individual company or industry prices, pricing strategy, discounts, or data that influences or determines price, production, inventory, etc.
- territory or customer allocations;
- sales and production quotas;
- marketing methods and levels of inventory;
- terms of delivery, credit, warranties, or other similar terms of sale; and
- specific bids or responses to tenders, and procedures for responding for invitations to bid.
Updates and Amendments
PIC fully expects this Code of Conduct to be a dynamic set of principles that may be modified as the activities of PIC and its membership evolve. Accordingly, PIC will review this Code annually, and update it if and as necessary to address any changes in activity or member expectations that may occur. Upon posting of any updates to this Code, or dissemination of any such updates to PIC membership, the updated Code will be binding upon the membership and compliance with the updated Code will be a requirement of continued membership in PIC.
This Code replaces and supersedes the Non-Disclosure Agreement previously included as Appendix 1 to the Protein Industries Canada Membership Agreement and Application Form.