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Business Conduct Standards




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Table of Contents
 Purpose
    
    
    3Compliance
    
    
    4Related Policies and Guidelines
    
    
    5Conflict of Interest
    
    
    6Confidential Information
    
    
    7Fair Dealing and Anti-Competition
    
    
    8Our Relationships with Customers, Suppliers and Competitors
    
    
    9Corporate Authorizations
    
    
    10Company Assets
    
    
    11Environment
    
    
    12Communicating Mechanism
    
    
    13Conclusion
    
    
    15
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Purpose
   
    
    ensure customer satisfaction by dealing in good faith with all customers and by
providing quality products and services, and courteous and prompt service;
    
    protect and enhance our shareholders investments by providing timely and accurate
disclosure of information; and
    
    create a workplace based upon mutual respect amongst co-workers.
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Compliance
   Vice-Presidents, Directors and Managers
  Accounting and Finance Team Members
  CEO, President, CFO and Senior Vice Presidents
  Board of Directors
  4




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Related Policies and Guidelines
   
  5




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Conflict of Interest
  
    
    perform services for or have a material interest (as a guideline, more than 5% of the personal
net worth of the team member or the team members immediate family) in a private company that is a
supplier, non-residential customer or competitor of Shaw;
    
    perform services for or have a material interest (as a guideline, more than 5% of the personal
net worth of the team member or the team members immediate family) in a publicly traded company
that is a supplier, customer or competitor of Shaw;
    
    perform outside work which interferes with job performance or fulfillment of ethical or
fiduciary obligations, unless discussed with and approved by your
supervisor; and
    
    exploit the Companys relationship with suppliers, contractors or other business partners for
personal gain.
   6




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Confidential Information
    
    
    Confidential information about Shaw, its employees, related companies, customers,
suppliers or business partners should not be discussed with anyone other than those who
are authorized to receive such information. If you are unsure as to whether certain
information is confidential, please check with your supervisor or manager before
disclosing the information. If you obtain or find confidential information which you
should not ordinarily have access to, you should promptly advise your supervisor without
disclosing the information to others.
    
    Confidential information obtained as a result of participation on the Shaw Team is
not to be used for the purpose of furthering any private interest, as a means of making
personal gains, or for any other personal purpose whatsoever.
    
    The obligation to maintain confidentiality extends beyond a team members
termination, resignation or retirement from Shaw. In particular, any and all reports,
manuscripts, data, designs and other work products that have been produced or collected
while a team member remain the confidential property of Shaw upon termination of the
relationship.
    
    Shaw and its subsidiaries, Star Choice Television Network Incorporated and Canadian
Satellite Communications Inc., are subject to certain confidentiality obligations under
licenses issued by the Canadian Radio-television and Telecommunications Commission (CRTC).
Team members who deal with sales, marketing, customer service or affiliation matters
should ensure that they are aware of, and comply with, these
obligations.
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Fair Dealing and Anti-Competition
      8




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Our Relationships with Customers, Suppliers and Competitors
     
    
    Am I being asked to do something out of the ordinary, and would I be uncomfortable
doing it?
    
    How would accepting or giving the gift or hospitality appear to others at Shaw, my
peers or the general public?
    
    Do I have the authorization to do this?
    
    Will my giving or accepting this gift or hospitality give influence when the Company
pays or is paid for its products, services, etc.?
    
    Should I give or accept this gift or hospitality merely because it has always been
done this way?
    
    Is this gift or hospitality being offered or given because my position at Shaw
enables me to influence a Shaw decision in favour of the customer or
supplier?
    
    Is any effort being made to conceal the gift or
hospitality?




9



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Corporate Authorizations
     10




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Company Assets
      11




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Environment
  12




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Communicating Mechanism
 Obligation to Report
   Communication of Reports
  Treatment of Reports
   Accounting-Related Concerns
 rd
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Business Conduct Standards Committee
   Disclosure of Compliance
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Conclusion
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Business Conduct Standards
Sign-Off Form
      Employees Signature
    
    DateEmployees Name (please print)
    
    Department
    
    LocationSupervisor/Managers Signature
    
    DatePlease select division:
 o
    
    o
    
    o
    
    oShaw
    
    Big Pipe
    
    Star Choice
    
    Cancom
  16