Corporate Governance

Code of Business Conduct and Ethics

I. Introduction

This Code of Business Conduct and Ethics (the “Code”) applies to Natcore Technology Inc. and its subsidiaries (collectively, the “Company”) and the Company’s directors, officers, employees and principal consultants (collectively, “Employees”). Because any illegal or unethical action, or the appearance of misconduct or impropriety by anyone acting on the Company’s behalf, is unacceptable, the Code should also be followed, where appropriate, by the Company’s agents and representatives, including consultants where specifically required.

This Code has been designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships and avoidance of conflicts of interest. The Code establishes rules and standards regarding behavior and performance and constitutes a part of the terms and conditions of employment. Violation of the rules and standards embodied in the Code is not tolerated and will subject those responsible to disciplinary action.

The Code applies to all affiliates of the Company and all employees, directors, officers and agents of the Company (“Employees”). All Employees are required to read and understand the Code and certain Employees will be required to provide a certification to that effect. We encourage all Employees to ask questions regarding the application of the Code. Employees may direct such questions to their manager (in the absence of an actual or potential conflict of interest), or to an Audit Committee member.

Employees individually are ultimately responsible for their compliance with the Code. Every manager will also be responsible for administering the Code as it applies to Employees and operations within each manager’s area of supervision. The Company’s policy is to distribute the Code to affiliated companies and urge that they have in force similar policies and procedures to secure compliance with the principles of business integrity and ethics set forth in this Code.

Employees who observe or become aware of a situation that they believe to be a violation of the Code have an obligation to notify their manager or the Audit Committee Chairman unless the Code directs otherwise. Violations involving a manager should be reported directly to the Audit Committee Chairman. Allegations should be sent by electronic mail to When a manager receives a report of a violation, it will be the manager’s responsibility to handle the matter in consultation with the Audit Committee’s Chairman. If an Employee reporting a violation wishes to remain anonymous, all reasonable steps will be taken to keep their identity confidential. All communications will be taken seriously and, if warranted, any reports of violations will be investigated

II. Compliance With The Law

Employees are expected to comply with all of the provisions of this Code. This Code will be strictly enforced and violations will be dealt with immediately, including subjecting Employees to corrective and/or disciplinary action such as dismissal or removal from office. Violations of this Code that involve unlawful conduct will be reported to the appropriate authorities. Situations that may involve a violation of ethics, laws, or this Code may not always be clear and may require difficult judgment. Employees who have concerns or questions about violations of laws, rules or regulations, or of this Code, should report them to the Audit Committee.

III. Honest and Fair Dealing

Employees must endeavor to deal honestly, ethically and fairly with the Company’s customers, suppliers, competitors and employees. No Employee should take unfair advantage of anyone through manipulation, concealment, abuse of privilege information, misrepresentation of material facts, or any other unfair-dealing practice.

IV. Conflict of Interest

Employees must avoid conflicts of interest with the Company. A conflict of interest may be actual, apparent or potential and exists whenever an individual’s personal interests directly or indirectly interfere or conflict or appear to interfere or conflict with one’s obligations as an employee, director or officer to act in the best interests of the Company. Conflicts of interest include:

  • taking for oneself an opportunity discovered through the use of corporate information or position
  • using corporate property, information or position for the Employee’s personal benefit or intention of benefit, whether direct or indirect; and
  • competing with the Company.

Where a situation arises in which a conflict of interest exists or may exist, the Employee must handle the situation in an ethical manner. If the Employee has any doubt as to how a situation is to be handled, the Employee must discuss the situation with a senior officer of the Company.

V. Proprietary Information

All confidential or proprietary information of the Company must be protected. Confidential information includes, for example, financial data, acquisition and sale opportunities, property data exploration and development data. You must not disclose the Company’s confidential or proprietary information to anyone within or outside of the Company unless the recipient will generally need this information to carry out his or her assigned responsibilities as an employee of the Company, or as an outsider who has been properly authorized by an officer of the Company to receive such information.

To ensure the confidentiality of any personal information collected and to comply with applicable laws, any Employee in possession of non-public, personal information about the Company’s customers, potential customers, or Employees, must maintain the highest degree of confidentiality and must not disclose any personal information unless authorization is obtained.

Inquiries from the press, media, investors or the public regarding the Company should only be answered by the officers or employees designated to respond to such inquiries. The obligation not to disclose the Company’s confidential or proprietary information continues for three years after employment with the Company terminates unless otherwise specifically provided in writing.

VI. Inside Information and Securities Trading

In the course of business activities, you may become aware of nonpublic information regarding the operations or securities of the Company. It is the policy of the Company to prohibit the unauthorized disclosure of any nonpublic information and the misuse of material nonpublic information in securities trading. It is not possible to define all categories of material information. However, information should be regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding the purchase or sale of the Company’s securities. Nonpublic information is information that has not been previously disclosed to the general public and is otherwise not available to the general public. While it may be difficult to determine whether particular information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material. In addition, material information may be positive or negative. Examples of such information may include:

  • Research and development results, whether positive or negative
  • Joint ventures with third parties
  • News of a pending or proposed merger or acquisition
  • Financial results
  • Major contract awards, cancellations or write-offs
  • Research and development milestones
  • News of the acquisition and disposition of material assets
  • Impending bankruptcy or financial liquidity problems
  • Gain or loss of a substantial property
  • Stock splits
  • New equity or debt offerings
  • Significant litigation exposure due to actual or threatened litigation
  • Changes in senior management
  • Projections of future earnings or losses
  • Dividend issuance decisions

Trading on Material Nonpublic Information: With certain limited exceptions, no officer or director of the Company, no employee of the Company or its subsidiaries and no consultant or contractor to the Company or any of its subsidiaries and no members of the immediate family or household of any such person, shall engage in any transaction involving a purchase or sale of the Company’s securities, including any offer to purchase or offer to sell, during any period commencing with the date that he or she possesses material nonpublic information concerning the Company, and ending at 1 pm (EST) on the second trading day following the date of public disclosure of that information (usually by Press Release), or at such time as such nonpublic information is no longer material. The term “trading day” shall mean a day on which national stock exchanges are open for trading.

Tipping: No insider shall disclose (“tip”) material nonpublic information to any other person (including family members) where such information may be used by such person to his or her profit by trading in the securities of companies to which such information relates, nor shall such insider or related person make recommendations or express opinions on the basis of material nonpublic information as to trading in the Company’s securities.

Applicability of Insider Trading Regulations to Securities of Other Companies: The insider trading guidelines described herein also apply to material nonpublic information relating to other companies, including the Company’s joint venture partners (“business partners”), when that information is obtained in the course of employment with, or other services performed on behalf of the Company. All employees and consultants should treat material nonpublic information about the Company’s business partners with the same care as is required with respect to information relating directly to the Company.

VII. Drugs and Alcohol 

Company policy prohibits the illegal use, sale, purchase, transfer, possession or consumption of controlled substances, other than medically prescribed drugs, while on the Company premises. Company policy also prohibits the use, sale, purchase, transfer or possession of alcoholic beverages by Employees while on Company premises, except as authorized by the Company. This policy requires that the company must abide by applicable laws and regulations relative to the use of alcohol or other controlled substances. The Company, in its discretion, reserves the right to randomly test Employees for the use of alcohol or other controlled substances unless prohibited by prevailing local law.

VIII. Policies Against Discrimination and Harassment

The Company prohibits discrimination against any Employee or prospective Employee on the basis of sex, race, color, age, religion, sexual preference, marital status, national origin, disability, ancestry, political opinion, or any other basis prohibited by the laws that govern its operations.

The Company prohibits unlawful harassment. Employees are expected to treat one another with respect. “Harassment” includes any conduct likely to cause offense or humiliation to any person or that might, on reasonable grounds, be perceived by a reasonable person to place a condition on employment or on any opportunity for training or promotion.

IX. Electronic Communication 

Electronic communications include all aspects of voice, video, and data communications, such as voice mail, e-mail, fax, and Internet. Employees should use electronic communications for business purposes and refrain from personal use. Among other things, you should not participate in any online forum where the business of the Company or its customers or suppliers is discussed: this may give rise to a violation of the Company’s confidentiality policy or subject the Company to legal action for defamation. The Company reserves the right to inspect all electronic communications involving the use of the Company’s equipment, software, systems, or other facilities (“Systems”) within the confines of applicable local law and Employees should not have an expectation of privacy when using Company Systems.

X. Entertainment, Gifts, Payment and Bribery 

Decisions by the Company and its agents relating to the procurement and provision of goods and services should always be free from even a perception that favorable treatment was sought, received or given as the result of furnishing or receiving gifts, favors, hospitality, entertainment or other similar gratuity. The giving or receiving of anything of value to induce such decisions is prohibited. You should never solicit a gift or favor from those with whom we do business. Providing or receiving gifts or entertainment of nominal value motivated by commonly accepted business courtesies is permissible, but not if such gifts or entertainment would reasonably be expect to cause favoritism or a sense of obligation.

No bribes or other similar payments and benefits, directly or indirectly, shall be paid to employees of suppliers or customers.

XI. Health, Safety and Environmental Protection 

The Company will conduct its business in a manner designed to protect the health and safety of its Employees, its customers, the public, and the environment. The Company’s policy is to operate its business in accordance with all applicable environmental and safety laws and regulations so as to ensure the protection of the environment and the Company’s personnel and property. All Employees should conduct themselves in a manner that is consistent with this policy. Any departure or suspected departure from this policy must be reported promptly.

XII. Accuracy and Retention of Business Records

A. General

Accounting standards and applicable Canadian laws require that transactions and events relating to the Company’s operations and assets must be properly recorded in the books and accounts of the Company and accurately reported in the applicable reports required by and filed with the British Columbia Securities Commission, the TSX Venture Exchange and other Canadian regulatory agencies. As a result, all officers of the Company and all financial personnel shall make and retain books, records and accounts that, in reasonable detail, accurately, completely and objectively reflect transactions and events, and conform both to required accounting principles and to the Company’s systems of internal controls. No false or artificial entries may be made. No entry may be made or recorded in the Company’s books and records or reported in any disclosure document that misrepresents, omits, hides or disguises the true nature of the event or transaction, and all material entries and reports must be made in a timely manner. All personnel are responsible for immediately reporting any concerns about the Company’s financial records and its accounting, internal accounting controls and auditing procedures to a senior officer of the Company.

 B. Records Retention

Certain documents and other records of the Company must be retained for various periods of time under legal and regulatory requirements. All records of the Company should be maintained in accordance with the Company’s record retention guidelines. In any event, you must not destroy, shred or alter records that are in any way related to a threatened, imminent or pending legal or administrative proceeding, litigation, audit or investigation. Employees who become aware of such a proceeding, litigation, audit or investigation must immediately contact a senior officer of the Company. Employees should consult their supervisor or a Company officer for questions related to the Company’s record retention guidelines or the propriety of disposing of a Company document or record.

XIII. Quality of Public Disclosure 

The Company is committed to providing information about the Company to the public in a manner that is consistent with all applicable legal and regulatory requirements and that promotes investor confidence by facilitating fair, orderly, and efficient behavior. The Company’s reports and documents filed with or submitted to securities regulators in Canada, and the Company’s other public communications, must include full, fair, accurate, timely, and understandable disclosure. All employees who are involved in the Company’s disclosure process, including senior officers, are responsible for using their best efforts to ensure that the Company meets such requirements. Employees are prohibited from knowingly misrepresenting, omitting or causing others to misrepresent or omit, material information about the Company to others, including the Company’s independent auditors.

XIV. Enforcement 

The Company’s management is charged by the Board of Directors with ensuring that this Code and the Company’s corporate policies will govern, without exception, all business activities of the Company.

A. Waivers of the Code

In certain extraordinary situations, a waiver of a provision of the Code may be granted. Any waiver of the Code for executive officers or directors may be made only by the Company’s Board of Directors or the Audit Committee of the Board of Directors. Waivers will be promptly disclosed as required by applicable laws and regulations.

B. Violations of the Code

Violations of the Code will not be tolerated by the Company. Reported violations or apparent violations will be reviewed by Company management and appropriate disciplinary action will be taken, up to and including termination of employment or service with the Company.

C.   Disciplinary process

All employees are required to comply with company’s policy and ethical requirements as described above. Failure to do so shall result in the Company imposing such disciplinary measures as it, in its sole discretion, may deem fit up to and including termination of employment for cause, in accordance with applicable local laws.

The Company will review this Code from time to time and, if necessary, make appropriate additions or changes.