1. COMMITMENT TO AN ETHICAL SUPPLY CHAIN
MTL Cannabis Corp., both directly and indirectly through its subsidiaries, including Montréal Cannabis Médical Inc. /Montréal Medical Cannabis Inc., Abba Medix Corp., IsoCanMed Inc. and Canada House Clinics Inc. (collectively, “we”, “us”, “our” or the “MTL Group”) is committed to operating in a sustainable and ethical way, including in relation to the management of our supply chain. We are committed to engaging with all our stakeholders in a manner that increases trust, integrity and accountability.
This Supplier Code of Conduct (this “Supplier Code”) embodies these guiding principles and outlines what is expected for any company participating in our supply chain and applies to all of our suppliers (each, a “Supplier”, “your” or “you”), which include, but are not limited to, product and services suppliers and distributors, consultants, agents and representatives.
2. APPLICABILITY OF THIS SUPPLIER CODE
Suppliers and all companies involved in each Supplier’s supply chain (collectively, each Supplier and all companies involved in its supply chain, a “Supplier Group”) are required to adhere to the requirements in this Supplier Code and to take reasonable and responsible measures to monitor the compliance of their supply chains so long as the Supplier does business with any member of the MTL Group.
Though Supplier Groups may operate in different legal and cultural environments, the standards set out in this Supplier Code operate as a benchmark for acceptable and expected conduct. Where local laws impose less
restrictive obligations on any member of a Supplier Group, we require you and your Supplier Group to adhere to the standards of this Supplier Code. Where local laws or standards impose greater obligations on you or your Supplier
Group, we require you and your Supplier Group to comply with such higher standard. You are also encouraged to support the principals of the United Nations Global Compact and the International Labour Organization (“ILO”) Core Standards and Declaration on Fundamental Principles and Rights at Work.
3. OUR STANDARDS
Forced and Child Labour, Diversity and Inclusion and Freedom of Association
You and your Supplier Group must act in accordance with all applicable laws and regulations in the jurisdictions in which you operate and are expected to conduct your business with integrity and in an ethical manner, ensuring fair,
respectful, and dignified treatment of all employees at all times, including:
• the effective abolition of child labour;
• the elimination of all forms of forced or compulsory labour or human trafficking;
• the elimination of discrimination in respect of employment; and
• respecting rights for freedom of association.
In addition, use of forced, bonded, compulsory labour or any form of modern slavery by you or any member in your Supplier Group is strictly prohibited. This includes work or services not voluntarily performed that is exacted or
coerced from a person under threat, force, or penalty, or threatened abuse of law or legal process. You and your Supplier Group are prohibited from engaging in or benefitting from any form of human trafficking. Workers must not be required, as a condition of employment, to make a deposit of, or surrender any government-issued identification, passports, work permits or any other documents necessary for free movement and termination of employment.
You and your Supplier Group must not employ individuals below the minimum age permitted by local law and the core ILO standards, including ILO Convention 138. We are committed to the elimination ofthe “worst forms of child labour” and you and your Supplier Group are strictly prohibited from using child labour in accordance with ILO Convention 182.
You and your Supplier Group must allow your workers the right to leave work and freely terminate their employment within legal notice period requirements.
Health & Safety
You and your Supplier Group must provide a safe and healthy working environment, and comply with all local laws and mandatory industry standards, integrating these into operations, and striving for continuous improvement in health and safety management systems. This includes implementing appropriate safety procedures, training, and preventative maintenance and providing protective equipment. They should ensure that actual and potential risks to worker health and safety are identified, assessed and eliminated or managed in order to mitigate their impacts and
ensure preparedness.
Any Suppliers or members of their Supplier Group who perform work on any MTL Group property must abide by the MTL Group’s health and safety policies.
Insider Trading & Tipping
You acknowledge that should you receive any material non-public information regarding the MTL Group, you and such information will be subject to applicable Canadian securities laws, which would, among other things, restrict you from trading in any securities of the MTL Group and from sharing such information. You agree that you are aware of such laws will fully comply with such laws.
Conflicts of Interest
You and your Supplier Group are obliged to disclose any real or potential conflicts of interest with the MTL Group, including as a result of any relationships with employees or personnel of a member of the MTL Group.
You and your Supplier Group must not provide direct or indirect improper personal benefits to any employees of the MTL Group, or members of their families or persons with whom they share a close personal relationship. Some gifts and entertainment (i.e., a business courtesy such as a meal or an event that is attended with an MTL Group employee) may be offered provided they are not of substantial value, cannot reasonably be interpreted as an improper payment and can be disclosed publicly without any embarrassment to the MTL Group. For greater certainty, no gifts or entertainment are permitted during a request for proposal process.
Environmental Impact and Sustainability
You and your Supplier Group are expected to operate sustainably, adhere to relevant domestic and international environmental laws and regulations, and adopt measures to minimize environmental impact and waste.
Fair Competition Laws, Antitrust Laws and Trade Control (Imports/Exports/Sanctions)
You and your Supplier Group must comply with fair competition and antitrust regulations and refrain from engaging in unethical or anti-competitive business practices.
You and your Supplier Group must adhere to all applicable laws and regulations governing customs, imports, exports, sanctions and embargoes.
Anti-Corruption & Fraud
You and your Supplier Group must act with integrity, adhere to all applicable anti-corruption and anti-bribery laws, and must not engage, directly or indirectly in fraud, kickbacks, money laundering, bribery, embezzlement, extortion or any other forms of corruption.
Confidentiality and Sensitive Information
You and your Supplier Group are required to uphold intellectual property rights and safeguard confidential, sensitive, non-public and proprietary information pertaining to the MTL Group, including in relation to employees, customers and suppliers, financial information and intellectual property. You and your Supplier Group must also safeguard and use all personal data only in accordance with applicable data privacy legislation and maintain robust cybersecurity programs to safeguard digital information and are obliged to promptly report any cybersecurity incidents involving any member of the MTL Group or its information.
You and your Supplier Group are required to implement measures to prevent the introduction of counterfeit components into products included in our supply chain or that we purchase from you.
4. GOVERNANCE
Compliance with the Supplier Code
From time to time, we may verify compliance with this Supplier Code by requiring your self-evaluation or audit. We reserve the right to conduct audits at your site, providing reasonable notice period to facilitate preparation and
coordination.
Compliance with this Supplier Code is crucial in our supplier selection process.
Corrective Measures
Non-compliance with this Supplier Code will lead to collaborative development and implementation of corrective action plans. If, after an agreed passing of time, we deem the corrective action plan has not been followed, we reserve
the right to terminate all existing agreements and orders with you.
5. REPORTING A CONCERN OR ISSUE
Suppliers and members of the Supplier Group or their employees who wish to report any concerns or violations can do so to the MTLC’s Vice President, Procurement, Ryan Baluyot (ryan@mtlcannabis.ca).
6. SUPPLIER ACKNOWLEDGEMENT AND CERTIFICATION
We may, from time to time, without notice to you, amend and update this Supplier Code by posting a revised version of the Supplier Code on our website (www.mtlcannabis.ca), and it shall be your responsibility to review such updates, which will become effective immediately. At our sole discretion, we may from time to time require that you recertify this Supplier Code.
This Supplier Code does not create any third-party beneficiary rights for you or any member of your Supplier Group, or any other third parties. This Supplier Code is in addition to and not in lieu of provisions of any legal agreement or
contract between you and a member of the MTL Group.
The undersigned, Supplier, acknowledges, agrees and certifies that:
• The Supplier has received a copy of and read the Supplier Code;
• To the best of its knowledge, the Supplier and each member of our Supplier Group complies with the Supplier Code and the Supplier agrees to be bound by the Supplier Code; and
• The Supplier Code shall form part of any agreement entered by the Supplier and a member of the MTL Group, whether or not expressly incorporated into such agreement(s)
