Code of Conduct (Canada)

A Code of Conduct in Canada sets the standards of behaviour expected of the people it covers, governed primarily by common-law and provincial employment and human-rights principles.

While not universally required by law for all Canadian businesses, codes of conduct are effectively required for certain regulated sectors and are strongly incentivized by multiple legal frameworks. Under Part II of the Canada Labour Code (R.S.C., 1985, c. L-2) and the Work Place Harassment and Violence Prevention Regulations (SOR/2020-130), federally regulated employers must maintain a workplace harassment and violence prevention policy — a core component of any code of conduct. Provincial Occupational Health and Safety Acts in Ontario (Bill 168), British Columbia, Alberta, and other provinces require written workplace violence and harassment policies for qualifying employers. Securities regulators require listed companies to adopt codes of conduct for directors, officers, and employees.

The Canadian Human Rights Act (R.S.C., 1985, c. H-6) and provincial human rights codes require employers to maintain workplaces free from discrimination and harassment based on protected grounds. A well-drafted code of conduct operationalizes these obligations by defining prohibited conduct, establishing complaint procedures, and imposing disciplinary consequences.

A thorough code of conduct addresses: professional conduct standards; harassment and discrimination prevention; confidentiality and information security; conflicts of interest; use of company resources and technology; social media conduct; gifts and hospitality; health and safety; environmental responsibilities; and disciplinary procedures.

For publicly listed companies, the code of conduct must also address insider trading, disclosure obligations, and corporate governance standards required by the Canadian Securities Administrators (CSA) and applicable stock exchange rules.

The legal framework governing the Code of Conduct (Canada) in Canada draws on several key statutes and regulatory bodies. Under the Canada Business Corporations Act (R.S.C. 1985, c. C-44), Corporations Canada maintains the federal registry. Section 12 of the CBCA governs corporate name requirements. The Competition Bureau enforces the Competition Act (R.S.C. 1985, c. C-34). Provincial securities commissions — including the Ontario Securities Commission (OSC) and British Columbia Securities Commission (BCSC) — regulate capital markets. The Federal Court of Canada has jurisdiction under the Federal Courts Act. Parties executing a Code of Conduct (Canada) in Canada should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Canada Business Corporations Act (R.S.C. 1985, c. C-44) sets the foundational requirements.

A code of conduct is needed in the following situations:

New business establishment — When a business is incorporated and begins hiring employees, a code of conduct establishes workplace standards from the outset, demonstrating a commitment to lawful and ethical workplace practices.

Federally regulated employers — Organizations subject to the Canada Labour Code (banks, telecommunications, airlines, interprovincial transportation) must have workplace harassment and violence prevention policies under federal law.

Ontario employers with more than 5 employees — Ontario's Occupational Health and Safety Act requires employers with more than 5 employees to have written workplace violence and harassment policies, reviewed annually.

Publicly listed companies — TSX and TSX-V listed issuers are required to adopt codes of conduct and disclose them to shareholders. The National Policy 58-201 (Corporate Governance Guidelines) of the Canadian Securities Administrators recommends that all reporting issuers adopt a written code of conduct.

Government contractors — Many federal and provincial government contracts require contractors to have codes of conduct meeting certain standards, particularly around anti-corruption and conflict of interest.

Professional services firms — Legal, accounting, consulting, and other professional services firms benefit from codes of conduct that address client confidentiality, conflicts of interest, professional obligations, and social media conduct.

Risk management and insurance — Having a documented code of conduct with a clear complaint and investigation procedure is evidence of due diligence in defending against wrongful dismissal, constructive dismissal, human rights, and harassment claims, and may affect insurance coverage and premiums.

Workforce growth — As a business grows, a code of conduct confirms consistent application of workplace standards across multiple managers, departments, and locations.

Parties in Canada should prepare a Code of Conduct (Canada) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Canada Business Corporations Act (R.S.C. 1985, c. C-44), Corporations Canada maintains the federal registry. Section 12 of the CBCA governs corporate name requirements. The Competition Bureau enforces the Competition Act (R.S.C. 1985, c. C-34). Provincial securities commissions — including the Ontario Securities Commission (OSC) and British Columbia Securities Commission (BCSC) — regulate capital markets. The Federal Court of Canada has jurisdiction under the Federal Courts Act. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.

Statement of Purpose and Values — An introductory statement from leadership articulating the organization's commitment to ethical conduct, respect, and compliance with Canadian law. Sets the tone for the entire document.

Scope and Application — Who is bound by the code: employees (full-time, part-time, temporary), directors, officers, contractors, volunteers, and anyone else acting on behalf of the organization.

Professional Conduct Standards — General expectations for professionalism, integrity, honesty, and respect in all workplace interactions and external representations of the organization.

Harassment and Discrimination Prevention — A clear statement prohibiting harassment and discrimination based on all grounds protected under the applicable Canadian Human Rights Act or provincial human rights code. Define harassment (including sexual harassment, personal harassment, and workplace bullying), describe prohibited conduct, and outline the complaint and investigation procedure.

Conflicts of Interest — Definitions, disclosure obligations, procedures for managing disclosed conflicts, and specific restrictions on outside employment, gifts, and personal relationships.

Confidentiality and Information Security — Obligations to protect confidential business information, customer data, and personal information (PIPEDA compliance). Include social media and external communications standards.

Use of Company Resources and Technology — Acceptable use of computers, email, internet, mobile devices, company vehicles, and other resources. Address personal use, privacy expectations, and monitoring.

Health and Safety Obligations — References to the applicable provincial Occupational Health and Safety Act, the employer's workplace safety policies, and employee obligations to report hazards and cooperate with safety programs.

Reporting and Whistleblower Protection — How to report suspected violations (to supervisor, HR, ethics hotline), protection against retaliation for good-faith reporting, and the investigation process.

Disciplinary Consequences — A description of the range of consequences for code violations, from verbal warning to termination for cause, consistent with the applicable Employment Standards Act.

Governing Law — Federal and provincial legislation governing the code, including the Canadian Human Rights Act (or applicable provincial human rights code), Canada Labour Code or provincial Employment Standards Act, and PIPEDA.

Additional compliance elements for a Code of Conduct (Canada) used in Canada include: Under the Canada Business Corporations Act (R.S.C. 1985, c. C-44), Corporations Canada maintains the federal registry. Section 12 of the CBCA governs corporate name requirements. The Competition Bureau enforces the Competition Act (R.S.C. 1985, c. C-34). Provincial securities commissions — including the Ontario Securities Commission (OSC) and British Columbia Securities Commission (BCSC) — regulate capital markets. The Federal Court of Canada has jurisdiction under the Federal Courts Act. Forms-legal.com provides this template as a starting point for Canada-compliant documentation.