**EXHIBIT 99.4**

 

 

[CANADIAN SUPERIOR ENERGY INC. LOGO]

 

CODE OF BUSINESS CONDUCT AND ETHICS

 

FORMALLY APPROVED MARCH 30, 2005

 

CANADIAN SUPERIOR ENERGY INC.

 

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TABLE OF CONTENTS

 
| ** **                               | ** **                                     | **PAGE**                                                                            |
|------------------------------------------|------------------------------------------------|-------------------------------------------------------------------------------------|
|                                     |                                           |
| CODE OF BUSINESS CONDUCT  AND ETHICS     | 1                                              |
|                                     |                                           |                                                                                |
|                                     | SUMMARY OF THE CODE                            | 1                                                                                   |
|                                     |                                           |                                                                                |
|                                     | EXPLANATION OF THE CODE                        | 2                                                                                   |
|                                     |                                           |                                                                                |
|                                     | 1.                                             | BUSINESS ETHICS AND  PRACTICES                                                      | 3 |
|                                     |                                           |                                                                                |   |
|                                     |                                           | PROTECTING CANADIAN SUPERIOR ASSETS AND RESOURCES                                   | 3 |
|                                     |                                           |                                                                                |   |
|                                     |                                           | POLICY REGARDING E-MAIL, THE INTERNET, TELEPHONES AND OTHER FORMS OF  COMMUNICATION | 3 |
|                                     |                                           |                                                                                |   |
|                                     |                                           | MEDIA, PUBLIC AND GOVERNMENTAL INQUIRIES                                            | 4 |
|                                     |                                           |                                                                                |   |
|                                     |                                           | CONFLICTS OF INTEREST                                                               | 4 |
|                                     |                                           |                                                                                |   |
|                                     |                                           | MEMBERSHIP ON BOARDS OF OTHER ORGANIZATIONS                                         | 5 |
|                                     |                                           |                                                                                |   |
|                                     |                                           | PERSONAL OPPORTUNITIES                                                              | 5 |
|                                     |                                           |                                                                                |   |
|                                     |                                           | CONFIDENTIAL INFORMATION                                                            | 5 |
|                                     |                                           |                                                                                |   |
|                                     |                                           | ACCURACY OF BOOKS AND RECORDS                                                       | 6 |
|                                     |                                           |                                                                                |   |
|                                     |                                           | ACCOUNTING, AUDITING OR DISCLOSURE CONCERNS                                         | 7 |
|                                     |                                           |                                                                                |   |
|                                     | 2.                                             | WORK ENVIRONMENT                                                                    | 7 |
|                                     |                                           |
|                                     | DISCRIMINATION AND HARASSMENT FREE ENVIRONMENT | 7                                                                                   |
|                                     |                                           |                                                                                |   |
|                                     |                                           | SAFE WORKING CONDITIONS                                                             | 8 |
|                                     |                                           |                                                                                |   |
|                                     | 3.                                             | LEGAL AND REGULATORY  COMPLIANCE                                                    | 8 |
|                                     |                                           |
|                                     | COMPLIANCE WITH LAWS, RULES AND REGULATIONS    | 8                                                                                   |
|                                     |                                           |                                                                                |   |
|                                     |                                           | SECURITIES LAWS AND INSIDER TRADING                                                 | 9 |
|                                     |                                           |                                                                                |   |
|                                     |                                           | FAIR DEALING                                                                        | 9 |
|                                     |                                           |                                                                                |   |
|                                     |                                           | GIFTS TO PERSONS                                                                    | 10 |
|                                     |                                           |                                                                                |   |
|                                     |                                           | GIFTS FROM PERSONS                                                                  | 10 |
|                                     |                                           |                                                                                |   |
| COMPLIANCE WITH THE CODE                 | 10                                             |
|                                     |                                           |                                                                                |
| REPORTS AND COMPLAINTS                   | 11                                             |
|                                     |                                           |                                                                                |
| TREATMENT OF REPORTS AND  COMPLAINTS     | 11                                             |
|                                     |                                           |                                                                                |
| PENALTIES FOR VIOLATING  THE CODE        | 12                                             |
|                                     |                                           |                                                                                |
| DISCIPLINARY ACTION FOR  CODE VIOLATIONS | 12                                             |
|                                     |                                           |                                                                                |
| WAIVERS                                  | 12                                             |
|                                     |                                           |                                                                                |
| LEGAL NOTICE                             | 12                                             |
|                                          |                                                |                                                                                     |  |  |

 

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[CANADIAN SUPERIOR ENERGY INC. LOGO]

 

CODE OF BUSINESS CONDUCT AND ETHICS

 

TO ALL DIRECTORS, OFFICERS AND EMPLOYEES OF CANADIAN SUPERIOR ENERGYINC.

 

This Code of Business Conduct and Ethics (the “Code”) applies to thedirectors, officers and employees of Canadian Superior Energy Inc. (“CanadianSuperior” or the “Corporation”).

 

It has always been the policy at Canadian Superior that all ouractivities should be conducted with the highest standards of honesty andintegrity and in compliance with all legal and regulatory requirements. Invarying degrees, as a director, officer or employee of Canadian Superior, eachof us represents the Corporation in our dealings with others, whether they beother employees, customers, suppliers, competitors, governments or the generalpublic.

 

At Canadian Superior, we are all expected, as directors, officers andemployees, to conduct our dealings on behalf of the Corporation in accordancewith this policy. So that there can be no doubt as to what is expected of eachof us in this regard, the Board of Directors of Canadian Superior (the “Board”)has endorsed this Code, which is to be followed by each Canadian Superiordirector, officer and employee.

 

SUMMARY OF THE CODE

 

As a director, officer or employee, when acting on behalf of CanadianSuperior you are expected to:

 

1.                                       Protect theCorporation’s assets, and use them properly and with care for the benefit ofCanadian Superior, and not for personal use.

 

2.                                       Use email, theinternet, telephone and other forms of communication provided by CanadianSuperior appropriately, which means primarily for business-related purposes.

 

3.                                       Not speak onbehalf of Canadian Superior unless authorized to do so.

 

4.                                       Avoid situationsin which your personal interests conflict or might conflict with the interestsof Canadian Superior.

 

5.                                       Obtainpermission before joining the board of directors of another company or relatedorganization.

 

6.                                       Not takepersonal opportunities discovered by using property of Canadian Superior or inyour role with Canadian Superior.

 

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7.                                       Protect theconfidentiality of Canadian Superior’s “non-public information”.

 

8.                                       Ensure thatCanadian Superior’s books and records are complete and accurate.

 

9.                                       Provide accurateand fair public disclosure.

 

10.                                 Investigate and reportany accounting, auditing or disclosure concerns.

 

11.                                 Be committed to theprevention of workplace discrimination and harassment.

 

12.                                 Be committed toensuring the health and safety of fellow employees, officers and directors.

 

13.                                 Know and comply withall laws, rules and regulations applicable to your position.

 

14.                                 Not trade in CanadianSuperior securities or any other company’s securities if you possess material “non-publicinformation”.

 

15.                                 Deal fairly withCanadian Superior’s customers, suppliers and competitors.

 

16.                                 Not offer expensivegifts or other benefits to persons, including public officials and politicalparties, that might influence or be perceived as influencing a businessdecision.

 

17.                                 Not accept expensivegifts or other benefits from persons doing or seeking to do business withCanadian Superior.

 

EXPLANATION OF THE CODE

 

The Code prescribes the minimum moral and ethical standards of conductrequired of all directors, officers and employees of Canadian Superior. Violationsof the Code can have severe consequences and will result in the appropriatediscipline being taken, up to and including discharge where warranted by thecircumstances.

 

An explanation of each of the rules is set forth below. If you are anemployee or an officer who has questions regarding the application of any ruleor about the best course of action in a particular situation, you should seekguidance from your supervisor.

 

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1.             BUSINESS ETHICS ANDPRACTICES

 

PROTECTING CANADIAN SUPERIOR ASSETS AND RESOURCES

 

CANADIAN SUPERIOR ASSETS ARE TO BE USED ONLY FOR THE PURPOSES OFFULFILLING YOUR CORPORATE RESPONSIBILITIES.

 

The Corporation’s assets are meant for business use, not for personaluse. We all have a responsibility to protect and safeguard Canadian Superior’sassets from loss, theft, misuse and waste.

 

The Corporation’s property should never be used for personal gain, andyou should not allow Canadian Superior’s property to be used for illegalactivities. If you become aware of theft, misuse or waste of our assets orfunds or have any questions about your proper use of them, you should speakwith your supervisor. However, if you feel uncomfortable approaching yoursupervisor with your concern, you may contact Canadian Superior’s President andCEO.

 

Misappropriation of Canadian Superior’s assets is a breach of your dutyto the Corporation and may be an act of fraud against the Corporation. Takingthe Corporation’s property from Canadian Superior facilities without permissionis regarded as theft and could result in dismissal. In addition, carelessnessor waste of Canadian Superior’s assets may also be a breach of your duty to theCorporation and could result in dismissal.

 

The Corporation’s assets include all memos, notes, lists, records andother documents (and copies of each of these) that you make or compile relatingto Canadian Superior’s business. All of these are to be delivered to the Corporationpromptly after your employment ceases, or at any time that Canadian Superiorrequests.

 

POLICY REGARDING E-MAIL, THE INTERNET, TELEPHONES AND OTHER FORMS OF COMMUNICATION

 

USE CANADIAN SUPERIOR’S VARIOUS FORMS OF COMMUNICATION PROPERLY AND APPROPRIATELY.

 

We provide our employees with access to e-mail, the internet,telephones and other forms of communication for business purposes, and while weunderstand the need for limited and occasional use of these tools for personalpurposes, this use should not be excessive or cause detriment to CanadianSuperior. Internet use must be conducted in a professional manner. For example,accessing internet sites containing obscene or offensive material, or sendinge-mails that are derogatory or harassing to another person or group of peopleor chain e-mails, is prohibited. In addition, employees must be vigilant toensure that the network security is maintained.

 

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MEDIA, PUBLIC AND GOVERNMENTAL INQUIRIES

 

DO NOT SPEAK ON BEHALF OF CANADIAN SUPERIOR UNLESS YOU ARE AUTHORIZEDTO DO SO.

 

As outlined in Canadian Superior’s Corporate Disclosure Policy, we haveprofessionals who are trained and qualified as spokespersons to release informationto the public. When members of the media, financial analysts or governmentauthorities contact the Corporation to request information, the response canhave far-reaching implications, including effects on Canadian Superior’s stockprice and ability to compete. When we provide information on the Corporation’soperational strategies or financial results, we must ensure both that theinformation is accurate and that it is an appropriate time to “go public” withthat information.

 

In addition, we must comply with the requirements of securitiesregulators and stock exchanges about how and when we disclose information, andunderstand that there are strict consequences for doing so improperly.

 

If you receive a request for information from outside the Corporation,you must forward it to the Investor Relations department if you are notauthorized to speak on behalf of Canadian Superior.

 

CONFLICTS OF INTEREST

 

AVOID SITUATIONS IN WHICH YOUR PERSONAL INTERESTS CONFLICT, MIGHTCONFLICT OR MIGHT APPEAR TO CONFLICT WITH THE INTERESTS OF CANADIAN SUPERIOR.

 

As an employee, officer or a director, we expect that you will acthonestly and ethically and in the best interests of Canadian Superior byavoiding conflicts of interest in your personal and professional relationships.While we respect your right to manage your personal affairs and investments andwe do not wish to intrude on your personal life, Canadian Superior employeesshould place the Corporation’s interest in any business transaction ahead ofany personal interest or gain.

 

As an employee, officer or director, you may have a conflict ofinterest if you are involved in any activity that prevents you from performingyour duties to Canadian Superior properly, or that may create a situation thatwould affect your judgment or ability to act in the best interests of CanadianSuperior. For example, no employee should have a significant interest in abusiness that supplies goods or services to, or secures goods or services from,Canadian Superior, without receiving approval of his or her supervisor. Directorsshould look to the Corporate Governance Guidelines for guidance on potentialconflict of interest situations.

 

To avoid conflicts of interest, you should identify potential conflictswhen they arise and notify your supervisor if you are unsure whether arelationship or transaction poses a conflict or appears to pose a conflict. Yoursupervisor will be able to clear or resolve certain conflicts, or will be ableto contact someone else who can. Directors should consult with the Chairman ofthe Board.

 

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MEMBERSHIP ON BOARDS OF OTHER ORGANIZATIONS

 

IF YOU ARE AN OFFICER OR EMPLOYEE OF CANADIAN SUPERIOR, OBTAINPERMISSION BEFORE YOU JOIN THE BOARD OF DIRECTORS OF ANOTHER COMPANY ORGOVERNMENT ORGANIZATION.

 

Serving as a director of another company, even one in which CanadianSuperior has an interest, may create a conflict of interest. Being a directoror serving on a standing committee of some organizations, including governmentagencies, may also create a conflict.

 

Before accepting an appointment to the board or a committee of anyorganization whose interests may conflict with Canadian Superior’s interests,employees must receive written approval from Canadian Superior’s Chairman.

 

Employees are permitted, however, to serve on boards of charities ornon-profit organizations or in private family businesses that have no relationto Canadian Superior and its businesses. Prior approval is not required forthese types of situations. If you hold a position with a charity or non-profitorganization and if you speak publicly for the entity, you should ensure thatyou are seen as speaking on behalf of the entity or as an individual, and noton behalf of Canadian Superior.

 

PERSONAL OPPORTUNITIES

 

DO NOT TAKE PERSONAL OPPORTUNITIES THAT ARE DISCOVERED THROUGH THE USEOF PROPERTY OR INFORMATION OF CANADIAN SUPERIOR OR IN YOUR ROLE WITH CANADIAN SUPERIOR.

 

As an employee, officer or director, you are prohibited from taking foryourself opportunities that you discover through the use of Canadian Superiorproperty, information or position; from using Canadian Superior property,information or position for personal gain; and from competing with theCorporation. Employees, officers and directors owe a duty to Canadian Superiorto advance its legitimate interests when the opportunity arises.

 

CONFIDENTIAL INFORMATION

 

PROTECT THE CONFIDENTIALITY OF “NON-PUBLIC INFORMATION” CONCERNINGCANADIAN SUPERIOR.

 

“Non-public information” is information that is not generally availableto the investing public through a press release, disclosure to shareholders orwidely reported media coverage. The circulation of rumors, or “talk on thestreet”, even if accurate, is not considered public disclosure. The most commonexample of “material non-public information” is information about earnings orfinancial performance that has not yet been publicly disclosed.

 

Except where it is authorized or legally required, all directors,officers and employees must keep confidential, and not use for themselves orother persons including relatives or friends, all

 

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information concerning Canadian Superior or its business that is notgenerally available to the investing public.

 

Information is considered to be public if it has been disclosed in anannual report, annual information form, management information circular, pressrelease or interim report. The obligation to keep certain informationconfidential applies both during appointment or employment with CanadianSuperior, and after termination of appointment, or employment, including onretirement.

 

PROTECT THE CONFIDENTIALITY OF “NON-PUBLIC INFORMATION” ABOUT CUSTOMERSAND OTHERS.

 

We also respect confidentiality of information regarding othercompanies. If you learn of confidential information about another company inthe course of your position, you should protect it the same way that you wouldprotect confidential information about Canadian Superior. Data protection andprivacy laws that affect the collection, use and transfer of personal customerinformation are rapidly changing areas of law, and you should consult with yoursupervisor if you have any questions regarding appropriate uses of customerinformation.

 

Disclosure of confidential information can be harmful to CanadianSuperior and could be the basis for legal action against the Corporation and/orthe employee, officer or director responsible for the disclosure.

 

For more information you should refer to Canadian Superior’s Corporate DisclosurePolicy.

 

ACCURACY OF BOOKS AND RECORDS

 

ENSURE THAT THE BOOKS AND RECORDS OF CANADIAN SUPERIOR ARE COMPLETE ANDACCURATE.

 

The books and records of Canadian Superior must reflect in reasonabledetail all its transactions in a timely and accurate manner in order to, amongother things, permit the preparation of accurate financial statements inaccordance with generally accepted accounting principles. All assets andliabilities of Canadian Superior must be recorded as necessary to maintainaccountability for them.

 

All business transactions must be properly authorized. All transactionsmust be supported by accurate documentation in reasonable detail and recordedproperly. The recorded value for assets must be compared to the existing assetsat reasonable intervals and appropriate action taken with respect to any differences.

 

No information may be concealed from the auditors, the internal auditfunction, the Audit Committee or the Board.

 

In addition, it is unlawful to fraudulently influence, coerce,manipulate or mislead any independent public or certified accountant who isauditing our financial statements.

 

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ACCOUNTING, AUDITING OR DISCLOSURE CONCERNS

 

PROVIDE ACCURATE AND FAIR PUBLIC DISCLOSURE.

 

We are required to provide full, fair, accurate, timely andunderstandable disclosure in reports and documents that we file with, or submitto, the Securities and Exchange Commission (SEC), the Ontario SecuritiesCommission (OSC) and other Canadian securities regulators, the Toronto StockExchange (TSX) and the American Stock Exchange (AMEX), as well as in otherpublic communications made by Canadian Superior. All employees who areresponsible for the preparation of Canadian Superior public disclosures, or whoprovide information as part of the process, have a responsibility to ensurethat disclosures and information are made honestly, accurately and incompliance with Canadian Superior’s disclosure controls and procedures.

 

We all have a responsibility to submit good faith questions andconcerns regarding accounting, auditing or disclosure matters. Complaints andconcerns related to such matters include, among others, actions involving:

 

(a)                                  fraud or deliberateerrors in the preparation, maintenance, evaluation, review or audit of anyfinancial statement or financial record;

 

(b)                                 deficiencies in, ornoncompliance with, internal accounting controls;

 

(c)                                  misrepresentation orfalse statements to or by a senior officer or accountant regarding a mattercontained in the financial records, financial reports or audit reports; or

 

(d)                                 deviations from fulland fair reporting of Canadian Superior’s financial condition.

 

2.             WORK ENVIRONMENT

 

DISCRIMINATION AND HARASSMENT FREE ENVIRONMENT

 

CANADIAN SUPERIOR HAS ZERO TOLERANCE FOR WORKPLACE DISCRIMINATION AND HARASSMENT,AND ALL DIRECTORS, OFFICERS AND EMPLOYEES MUST BE COMMITTED TO PREVENTING ANINHOSPITABLE WORK ENVIRONMENT.

 

All directors, officers and employees must ensure that CanadianSuperior is a safe and respectful environment, free of discrimination andharassment where high value is placed on equity, fairness and dignity. Harassmenton the basis of race, gender, sexual orientation, colour, national or ethnicorigin, religion, marital status, family status, citizenship status, veteranstatus, age or disability is prohibited. Harassment generally means offensiveverbal or physical conduct that singles out a person to the detriment orobjection of that person. Harassment covers a wide range of conduct, fromdirect requests of a sexual nature to insults, offensive jokes or slurs, whichresults in an inhospitable work environment. Harassment may occur in a varietyof ways and may, in some circumstances, be unintentional. Regardless of intent,such conduct is not acceptable and may also constitute a violation of humanrights legislation.

 

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No officer or employee may harass another employee, customer, vendor,supplier, visitor or any other person on Canadian Superior’s premises or whiledoing its business regardless of location.

 

SAFE WORKING CONDITIONS

 

WE ARE COMMITTED TO ENSURING THE HEALTH AND SAFETY OF OUR EMPLOYEES.

 

We all have the right to work in an environment that is safe andhealthy. In this regard, we must:

 

(a)                                  comply strictly withthe letter and spirit of applicable occupational, health and safety laws andthe public policies they represent;

 

(b)                                 follow workinstructions or procedures on health and safety laws;

 

(c)                                  not engage in illegalor dangerous behaviors; and

 

(d)                                 not possess or useweapons or firearms or any type of combustible materials in Canadian Superior’sfacilities or at Canadian Superior-sponsored functions unless you areauthorized by Canadian Superior or the law to do so.

 

Canadian Superior has zero tolerance for acts of violence, threats ofviolence, acts of intimidation and hostility towards another person or group ofpersons. Promptly report to your supervisor or in accordance with the Reportsand Complaints section of this Code, any accident, injury or unsafe equipment, practicesor conditions, violent behavior or weapons possession.

 

3.             LEGAL ANDREGULATORY COMPLIANCE

 

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

 

KNOW AND COMPLY WITH ALL LAWS, RULES AND REGULATIONS APPLICABLE TO YOURPOSITION.

 

Many of Canadian Superior’s activities are subject to complex andchanging laws, rules and regulations. Ignorance of the law is not, in general,a defense to an action for contravention. We expect directors, officers andemployees to make every reasonable effort to become familiar with laws, rulesand regulations affecting their activities and to exert due diligence incomplying with these laws, rules and regulations and, to ensure that thoseindividuals reporting to them are also aware of these laws, rules andregulations. Our objective is to restrict willful or negligent violations ofthese laws, rules and regulations.

 

We will make information concerning applicable laws, rules andregulations available to directors, officers and employees. If you have anydoubts as to the applicability of any law, you should refer the matter to yoursupervisor who may obtain advice from Canadian Superior’s

 

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Counsel. Directors should seek guidance in accordance with theCorporate Governance Guidelines.

 

Canadian Superior’s policy is to meet or exceed all applicablegovernmental requirements regarding its activities. As an employee, you must beaware of the applicable governmental requirements and report any violationsthereof to your supervisors or in accordance with the Reports and Complaintssection of this Code. Similarly, no employee, officer or director may enterinto any arrangement contrary to applicable requirements or laws.

 

SECURITIES LAWS AND INSIDER TRADING

 

DO NOT TRADE IN CANADIAN SUPERIOR SECURITIES IF YOU POSSESS MATERIAL “NON-PUBLICINFORMATION”. IF YOU HAVE MATERIAL INFORMATION ABOUT A COMPANY WITH WHICH CANADIANSUPERIOR DOES BUSINESS THAT IS NOT KNOWN TO THE INVESTING PUBLIC, YOU SHOULDNOT BUY OR SELL SECURITIES OF THAT COMPANY UNTIL AFTER THE INFORMATION HASBECOME PUBLIC.

 

Information about Canadian Superior is “material”:

 

(a)                                  if publicly known,results in or would reasonably be expected to result in a significant change inthe market price or value of any Canadian Superior securities; or

 

(b)                                 if there is asubstantial likelihood that a reasonable shareholder or investor would considerit important in making a decision to buy, sell or hold Canadian Superiorsecurities.

 

If you are not sure whether information is material or “non-public”,consult with Canadian Superior’s President and CEO for guidance before engagingin any transaction in Canadian Superior securities.

 

You are also prohibited from disclosing material “non-publicinformation” about Canadian Superior to other people, such as relatives orfriends, who may trade on the basis of the information. Securities laws alsoprohibit trades made on the basis of these “tips”. In addition, you shouldavoid trading in puts and calls relating to Canadian Superior securities.

 

FAIR DEALING

 

DEAL FAIRLY WITH CANADIAN SUPERIOR’S CUSTOMERS, SUPPLIERS ANDCOMPETITION.

 

You must endeavor to deal fairly with securityholders, CanadianSuperior’s customers, suppliers, competitors and employees, and should not takeunfair advantage of anyone through manipulation, concealment, abuse ofprivileged information, misrepresentation of material facts, or any otherunfair-dealing practice.

 

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GIFTS TO PERSONS

 

USE YOUR BEST JUDGMENT IN GIVING AND RECEIVING GIFTS.

 

Directors, officers and employees should not offer expensive gifts orother benefits to persons, including public officials and political parties,that might influence or be perceived as influencing a business decision.

 

Employees whose duties permit them to do so, such as employees inmarketing, may offer modest gifts, entertainment or other benefits to personswho have a business relationship with the Corporation. The benefits must begiven in accordance with generally accepted ethical business practices. Forexample, it is acceptable to take a customer to dinner but it is not acceptableto give a customer cash.

 

Any donation or benefit to a public official or political party must bein accordance with Canadian Superior’s Code. We encourage you to becomeinvolved in political activity acting on your own behalf, but not as arepresentative of Canadian Superior.

 

GIFTS FROM PERSONS

 

DIRECTORS, OFFICERS AND EMPLOYEES MUST NOT ACCEPT EXPENSIVE GIFTS OROTHER BENEFITS FROM PERSONS DOING OR SEEKING TO DO BUSINESS WITH CANADIANSUPERIOR.

 

As a director, officer or employee, you cannot solicit, encourage orreceive bribes or other payments, contributions, gifts or favors that couldinfluence your or another person’s decisions. It is acceptable to accept modestgifts, entertainment or other benefits from persons doing or seeking to dobusiness with Canadian Superior, provided the benefits are given in accordancewith generally accepted ethical business practices.

 

For example, a pair of tickets to a baseball game may be accepted froma supplier. However, it is not appropriate to accept a trip from a supplier, unlessthere is a specific business purpose and the trip has been approved by the headof the employee’s department.

 

COMPLIANCE WITH THE CODE

 

Each director, officer and employee of Canadian Superior will beprovided with a copy of the Code.

 

The Code is intended to serve as a guide for your own actions anddecisions and for those of your co-workers.

 

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REPORTS AND COMPLAINTS

 

As an employee, if you believe that a violation of the Code or any law,rule or regulation has been or is likely to be committed by you or someone elsewho is a representative of Canadian Superior, you have an obligation to promptlyreport the relevant information to your supervisor, since your supervisor will generallybe in the best position to resolve the issue. However, if you feel uncomfortableapproaching your supervisor with your concern, or if you have any specific orgeneral questions, you may contact Canadian Superior’s President and CEO.

 

If you believe it is inappropriate to raise your complaint or report ofa violation with either your supervisor or the President and CEO, you can writeto the Chairperson of the Audit Committee (for issues related to accounting controls,auditing or disclosure) or the Chairperson of the Board (for all other types ofissues such as harassment or discrimination, misuse of the internet, conflictsof interest or inappropriate gift giving or receiving).

 

Directors should promptly report violations to the Chairperson of theBoard, or to the relevant committee Chairperson.

 

Directors, officers and employees can raise concerns either orally orin writing although reports to the Chairpersons of the Board or of thecommittees can only be made in writing.

 

The most important thing to remember when dealing with these types ofquestions or concerns is:  When in doubt,ask.

 

TREATMENT OF REPORTS AND COMPLAINTS

 

Confidentiality of reported violations will be maintained to thefullest extent possible, consistent with the need to conduct an adequate reviewand subject to law. You may make a report anonymously, in which case you shouldwrite a letter and include as specific details as possible, including back-updocumentation where feasible, in order to permit adequate investigation of theconcern or conduct reported. Vague, non-specific or unsupported allegations areinherently more difficult to pursue.

 

The party receiving the complaint must make a record of its receipt,document how the situation was dealt with and file a report with CanadianSuperior’s President and CEO. The President and CEO will retain all suchreports, but will also maintain a separate log that will track the receipt,investigation and resolution of reported complaints specifically related toaccounting controls, auditing and disclosure matters. Based on this log, thePresident and CEO will periodically compile a comprehensive summary of all ofthese types of complaints and the corrective actions taken and will bring thesummary to the attention of the Chairperson of the Audit Committee for his orher review, since the Chairperson of the Audit Committee is ultimatelyresponsible for Canadian Superior’s compliance with the accounting, auditingand disclosure-related aspects of the Code. The President and CEO will bringany other complaints or reported violations that are not related to accountingcontrols, auditing or disclosure but are significant to the attention of theChairperson of the Governance and Nominating Committee.

 

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PENALTIES FOR VIOLATING THE CODE

 

Retaliation is prohibited. We want you to know that we will notdischarge, demote or suspend you if you, in good faith, bring forward concernsabout actual or potential violations of laws, rules or regulations, or the Code.However, we reserve the right to discipline you if you make an accusationwithout a reasonable, good faith belief in the truth and accuracy of theinformation or if you knowingly provide or make false information oraccusations. “Good faith” does not mean that you have to be right - but it doesmean that you must believe you are providing truthful information.

 

If you believe that you have been unfairly or unlawfully retaliatedagainst, you may file a complaint with your supervisor or Canadian Superior’sPresident and CEO.

 

DISCIPLINARY ACTION FOR CODE VIOLATIONS

 

We will impose discipline for each Code violation that fits the natureand particular facts of the violation. If you fail to comply with laws or regulationsgoverning Canadian Superior’s businesses, this Code or any other CanadianSuperior policy or requirement, you may be disciplined up to and includingimmediate termination, and if warranted, legal proceedings may be broughtagainst you.

 

WAIVERS

 

Waivers of the Code for employees may be granted only in writing byCanadian Superior’s President and CEO. Any waiver of the Code for CanadianSuperior executive officers or directors may only be made in writing by theBoard or the Governance and Nominating Committee and will be promptly disclosedto shareholders to the extent required by law, regulation or stock exchange requirement.

 

LEGAL NOTICE

 

This Code serves as a reference to you. Canadian Superior reserves theright to modify, suspend or revoke this Code and any and all policies,procedures, and programs in whole or in part, at any time. Canadian Superioralso reserves the right to interpret and amend this Code and these policies inits sole discretion as it deems appropriate. Any amendments to the Code will bedisclosed and reported as required by law.

 

Neither this Code, these policies nor any statements made by anyemployee of Canadian Superior, whether oral or written, confer any rights,privileges or benefits on any employee, create an entitlement to continuedemployment at Canadian Superior, establish conditions of employment, or createan express or implied employment contract of any kind between employees andCanadian Superior. In addition, all employees should understand that this Codedoes not modify their employment relationship, whether at will or governed by awritten contract.

 

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The version of the Code that appears online at WWW.CANSUP.COM may bemore current and up to date and supersedes any paper copies, should there beany discrepancy between paper copies and what is posted online.

 

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