Supplier code of conduct

Last updated: July 20, 2023

The following code of conduct applies solely to suppliers to TELUS Health’s legacy LifeWorks employees, business and the services provided through its associated legal entities.

This Supplier code of conduct is effective November 15, 2021, and was last updated in June of 2023.

Introduction

TELUS Health (Canada) Ltd. and/or any of its affiliates (“TELUS Health”) has built a reputation of honesty, integrity and fairness by conducting our business according to the highest ethical standards. This Supplier Code of Conduct embodies these core values and reflects TELUS Health’s commitment to operate with the highest level of integrity. As part of this commitment, TELUS Health requires our business partners and suppliers to share in these same core values and business practices.

Purpose

This Supplier Code of Conduct governs any company, entity or individual that sells or seeks to sell any products or services to TELUS Health whether directly or indirectly through its employees, affiliates, distributors, subcontractors, agents or other representatives (defined hereafter as “Suppliers”). We require all new and existing Suppliers to adhere to the TELUS Health Supplier Code of Conduct, live up to our core values and meet the highest standards of ethical and professional behaviour when providing products or services to TELUS Health or to TELUS Health’s customers on behalf of TELUS Health. The Supplier Code of Conduct sets out the principles, standards and behaviours our Suppliers must follow.

TELUS Health also expects its Suppliers to operate using the highest ethical and legal principles in its own daily business operations. We expect Suppliers to adhere to all applicable law, rules and regulations of the jurisdictions in which they operate. Suppliers are responsible for ensuring that any employees, affiliates, distributors, subcontractors, agents or other representatives of Supplier providing products or services to TELUS Health or to TELUS Health’s customers on behalf of TELUS Health read and comply with the TELUS Health Supplier Code of Conduct.

Scope

This Policy applies to all Suppliers of TELUS Health or to TELUS Health’s customers on behalf of TELUS Health.

Policy

Appropriate business conduct and compliance with law

Compliance with laws and professional & industry standards

TELUS Health is a global company and conducts business in many countries throughout the world. TELUS Health’s Suppliers must comply with applicable laws, rules and regulations in all countries where TELUS Health and the Supplier conduct business. Suppliers are also required to comply with policies and procedures, relevant laws and regulations and rules of professional conduct and standards of practice established by outside professional and industry organizations in the provision of providing services to TELUS Health and/or its customers.

Conflicts of interest

A “conflict of interest” situation exists when a person’s private interests or activities actually conflict in any way with the interests of TELUS Health, where they have the potential to conflict with the interests of TELUS Health or where they could be perceived to conflict with those of TELUS Health. Suppliers shall exercise reasonable care and diligence to prevent any actions that may result in actual, potential or perceived conflicts of interest.

Gifts and improper payments

Suppliers are discouraged from offering, and TELUS Health employees are discouraged from accepting, gifts of more than minimal value or lavish entertainment from Suppliers. When business meals and entertainment are appropriate to further business relationships, those expenses may not be extravagant in nature. If a Supplier is unsure as to whether a gift or entertainment complies with TELUS Health’s policies, they should consult with the intended recipient or the intended recipient’s superior. Offering or receiving any gift, gratuity or entertainment that might be perceived to unfairly influence a business relationship should be avoided. These guidelines apply at all times and do not change during traditional gift-giving seasons.

Suppliers are prohibited from engaging in corruption, extortion or embezzlement in any form. Suppliers must comply with all applicable anti-corruption laws and regulations of the countries in which they operate such as the U.S. Foreign Corrupt Practices Act, and as applicable, the UK Anti-Bribery Act, the OECD Anti-Bribery Convention and any other international anti-corruption conventions. Suppliers must not offer or accept bribes or employ other means to obtain an undue or improper advantage. Bribes, kickbacks, facilitating payments and similar payments to government officials or to TELUS Health’s employees or agents acting on TELUS Health’s behalf are prohibited.

Suppliers must comply with all laws prohibiting improper payments to domestic and foreign government officials. The promise, offer or delivery to an official or employee of various governments of a gift, favour or other gratuity in violation of these laws would not only violate TELUS Health's policies but could also be a criminal offence. Illegal payments should not be made to government officials of any country.

Anti money laundering

Suppliers must not directly or indirectly engage in any money laundering activities or conduct that violates anti-money laundering laws by accepting, transferring, converting or concealing money obtained from criminal activities or related to terrorist financing. Suppliers must commit to complying with all applicable sanctions, laws and regulations.

Privacy and data protection

Suppliers should not take unfair advantage of anyone through manipulation, concealment, abuse, misrepresentation of material facts or any other unfair dealing practice. Supplier will not engage in collusive bidding, price fixing, price discrimination or other unfair trade practices in violation of applicable antitrust and competition laws. Supplier will uphold fair business standards in advertising, sales and competition.

Fair dealings and competition laws

Business continuity planning

Suppliers who provide products or services that may impact TELUS Health’s operations and/or reputation, are expected to have business continuity and disaster recovery plans developed, maintained and tested in accordance with applicable regulatory and contractual requirements.

Subcontracting

Suppliers must not assign all or part of a contract to a subcontractor without TELUS Health’s prior written consent. If approved, Suppliers must ensure that the subcontracting arrangement complies with their contractual obligations with TELUS Health and this Supplier Code of Conduct.

Intellectual property

Suppliers must respect and refrain from infringing upon the intellectual property rights of others, including patents, trademarks, copyrights and other proprietary rights. Suppliers will only use intellectual property, information technology and software that has been legitimately acquired or licensed.

Inside information

Suppliers may, by virtue of their dealings with TELUS Health, come in contact with material non-public information ("Inside Information") concerning TELUS Health, its affiliates, associated corporations or their customers. Suppliers must comply with legal and other restrictions with respect to trading in the securities of TELUS Health and other companies. Suppliers and their personnel may not purchase or sell, whether themselves or on behalf of another party, securities issued by TELUS Health or any other company while in the possession of Inside Information concerning the issuer. Securities include but are not limited to the following: common and preferred shares, debentures, notes, bonds, warrants, share purchase rights and options. Suppliers are required to have appropriate policies and procedures in place to ensure compliance with applicable laws and regulatory requirements regarding the management of Inside Information and must prevent inappropriate access or disclosure of Inside Information.

Publicity

Suppliers must not make any public statements (whether on company websites, via social media or otherwise), issue any media releases or distribute any marketing materials referencing TELUS Health, or TELUS Health’s trademarks or logos, unless TELUS Health has approved each proposed use in advance or such use is expressly permitted in an existing agreement with TELUS Health.

Employment practices and acting ethically

Human rights laws, discrimination and harassment

TELUS Health is firmly committed to providing equal opportunity in all aspects of employment and other forms of work. All TELUS Health personnel have a responsibility for maintaining acceptable standards of personal behaviour and for ensuring that others have the opportunity to carry out their work assignments in a businesslike atmosphere free from violence, harassment and discrimination on any of the protected grounds, including: race, ethnicity, political affiliation, religion, gender, genetic information, veteran status, sexual orientation, age, marital and family status or disability. Any form of harassment or discrimination is prohibited. This approach is set out in TELUS Health’s Code of Business Conduct and Ethics. TELUS Health requires its Suppliers to have policies and procedures in place which prohibit and address discrimination, harassment and violence in the workplace.

Workplace Inclusivity

TELUS Health values workplace environments that are inclusive and diverse. In choosing and evaluating its Suppliers, TELUS Health will consider their commitment to, and history of, fostering fair and inclusive work environments. Suppliers may be asked to provide TELUS Health with relevant information pertaining to their diversity and inclusion policies, programs and initiatives, and workforce representation. Suppliers who do not meet TELUS Health’s diversity expectations, or fail to comply with applicable laws regarding diversity, human rights, anti-harassment or non-discrimination, may become ineligible to do business with TELUS Health.

No child labour

TELUS Health will not tolerate child labour in its labour force or supply chains. Suppliers will not directly or indirectly employ workers that are younger than the applicable required minimum age.

No forced labour/modern slavery

TELUS Health will not tolerate modern slavery in its labour force or supply chains. Modern slavery can take many forms including slavery, servitude, forced or compulsory labour and human trafficking. Suppliers must not use any forced, involuntary, compulsory or indentured labour in any of its business activities or operations. Suppliers must comply with applicable modern slavery, forced labour and human trafficking laws and must not engage in practices associated with forced labour, withholding of wages, retention of identity documents or restriction of an individual’s movement. Suppliers will not knowingly source materials from supply chains associated with slavery, servitude, forced or compulsory labour and human trafficking and will take reasonable efforts to ensure that their own suppliers comply with this requirement.

Wages and working hours

Suppliers must comply with all applicable wage and hour laws, including those relating to minimum wage, overtime hours, and other elements of compensation, and must provide all legally mandated benefits.

Occupational health and safety

Suppliers have responsibility for maintaining a healthy and safe workplace by following health and safety laws, rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions to a supervisor or department head. Suppliers shall not tolerate impairment in the workplace, whether by drugs or alcohol, including prescription drugs (including medical marijuana), illegal use, recreational use, or otherwise. Suppliers must implement and maintain appropriate safety procedures, provide employees with required training, and supply any necessary protective equipment required for a safe work environment.

Environment

Environmental stewardship

TELUS Health is committed to protecting and respecting our environment. We expect our Suppliers to comply with all applicable environmental laws and regulations. Suppliers are encouraged to undertake initiatives to conduct their businesses in an environmentally responsible way, including but not limited to: (a) tracking and mitigating greenhouse gas emissions; (b) reducing water, energy, paper and waste consumption; and (c) promoting the responsible use of business travel to manage and minimize carbon footprints.

Record keeping, compliance and reporting

Record keeping

Suppliers shall maintain accurate and complete books and records in order to verify compliance with applicable laws, their contractual obligations to TELUS Health and this Supplier Code of Conduct.

Compliance

To the extent a Supplier is not in compliance with this Supplier Code of Conduct, corrective action must be implemented promptly. Any material non-compliance with this Supplier Code of Conduct may be grounds for TELUS Health to void or terminate contractual obligations with a Supplier.

TELUS Health reserves the right to interpret and amend the Supplier Code of Conduct at its discretion. TELUS Health may periodically require a Supplier to provide written confirmation that the Supplier meets the requirements of the Supplier Code of Conduct. A Supplier must co-operate if TELUS Health decides to audit performance of a Supplier’s obligations under the Supplier Code of Conduct. This audit could include, for example, employee interviews, facility inspections and a review of records.

Reporting

Suppliers must report to TELUS Health any violations or possible violations of applicable laws and/or the Supplier Code of Conduct, including by Supplier, third parties or by TELUS Health’s employees and contractors. Suppliers must not permit retaliation against any individual who, in good faith, seeks advice or reports such a violation or potential violation. To report violations or potential violations or to inquire about the requirements of the Supplier Code of Conduct, contact [email protected]

Last updated: July 2023