3 7 | T M X G R O U P S U S TA I N A B I L I T Y R E P O R T 2 0 2 4 REPORT CONTENTS ABOUT THIS REPORT SUSTAINABILITY STRATEGY SUSTAINABILITY GOVERNANCE PROSPERITY PLANET PEOPLE APPENDICES The Board actively promotes a culture of integrity with the goal of advancing high standards of ethical conduct. In this rapidly changing environment, the Board is continuously looking for ways to improve our culture and work environment. The following table summarizes certain information about how we promote an ethical culture at TMX. For additional information please refer to our 2025 Management Information Circular. PRACTICES PROMOTING ETHICAL CULTURE 2024 Tone at the Top Our recognition orders require us to take reasonable steps to make sure that every director and executive officer will perform their duties with integrity and in a manner that is consistent with our public interest responsibilities. The Board assesses the integrity of every new director and executive officer and their ability to create a culture of integrity at TMX. As part of this process, every new director and executive officer completes a personal information form and consents to searches being conducted so his or her personal information can be verified by TSX. In addition, we retain a third party to conduct investigative due diligencebased searches and analysis of potential reputation and integrity risks on proposed new director and executive officer nominees. Codes of Conduct Our employee code of conduct emphasizes the importance of doing business ethically. It applies to all TMX executive officers and employees (which include consultants and independent contractors) and officers and employees of our subsidiaries, and covers corruption and bribery, discrimination, confidentiality, conflicts of interest, anti-trust/anticompetitive practices, anti-money laundering, insider trading, health and safety, whistleblowing, supplier and client relationships and technology, among other things. Our Board code of conduct emphasizes the importance of ethics in the promotion of a climate of honesty, truthfulness and integrity. It covers the obligations of a director, confidentiality and conflicts of interest, among other things. Compliance is mandatory and all directors, executive officers and employees have a responsibility to report violations of the codes. Violations can result in disciplinary action, including dismissal. Everyone signs an acknowledgement every year that they have read, understood and complied with the code of conduct. Employees must also pass a test before they sign. Conflicts of Interest The two codes of conduct cover potential conflicts of interest and require that all directors, executive officers and employees avoid situations that may result in a potential conflict. In the event a director, executive officer or employee finds themselves in a potential conflict situation, the codes require that the person disclose the nature and extent of his or her interest in writing or by requesting to have it entered in the minutes of the meeting. In the event of a conflict of interest at a Board meeting, the person in question will leave the meeting when the issue is discussed and, in the case of a director, will refrain from participating in any decision or action. The governance and regulatory oversight committee is responsible for overseeing and monitoring compliance of the two codes, and authorizing any waiver granted to any director or executive officer in connection with the respective code. The committee will also cause an investigation of any reported violations of the Board code of conduct and will oversee an appropriate response, including corrective action and preventative measures. Any director who violates the Board code of conduct will face appropriate, case specific, disciplinary action. In addition, directors and executive officers complete annual questionnaires and must disclose any real or potential conflicts of interest or related party transactions. These questionnaires assist TMX to identify and monitor potential conflicts or possible related party transactions. The Board takes appropriate measures to ensure the exercise of independent judgment in considering transactions and agreements that a director or executive officer may have a material interest in. There were no material conflicts of interests or related party transactions reported by the Board, CEO or the senior management team in 2024. On occasion, directors recuse themselves from deliberations and approvals even when their interest is not material (or the transaction or contract is not material) to avoid even the perception that a conflict of interest may arise.
RkJQdWJsaXNoZXIy MjgzMzQ=