**Exhibit11.1**

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| **** | ** ** | **Code of Ethics** |
|------|------------|--------------------|

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***CODEOF ETHICS***

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***TABLEOF CONTENTS***

 
| **CONTENTS**                                                    | ** ** | **PAGE**   |
|-----------------------------------------------------------------|------------|------------|
| ** **                                                      | ** ** | ** ** |
| Scope                                                           |       | 2          |
| Purpose                                                         |       | 3          |
| Responsibility                                                  |       | 4          |
| Work Environment                                                |       | 5          |
| Relations with Customers and Suppliers                          |       | 7          |
| Conflict of Interest                                            |       | 8          |
| Company Property                                                |       | 10         |
| Company Funds                                                   |       | 11         |
| Confidential Information                                        |       | 12         |
| Insider Trading                                                 |       | 14         |
| Business Records                                                |       | 15         |
| Relations with the Public                                       |       | 16         |
| Respect  of the Environment                                     |       | 17         |
| Competition Behaviour                                           |       | 17         |
| Legal Compliance                                                |       | 18         |
| Questions and Reporting of Violations                           |       | 19         |
| Violation                                                       |       | 20         |
| Communication  of the Code                                      |       | 20         |
| Appendix 1 - ClearView ConnectsTM - Questions  and Answers |       | 21         |
| Employee  Declaration                                           |       | 24         |

 

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#### **SCOPE**

#### ** **

This Code of Ethics(the “**Code**”) applies to all the directors,officers and employees (collectively the “**Employees**” orindividually the “**Employee**”) ofQuebecor Media Inc. (“**QMI**”) as wellas to those of its subsidiaries (with the exception of TVA Group Inc. which hasadopted its own code, similar to this one), its divisions and business units.

 

To facilitate thereading of this Code, the use of the singular shall include the plural and theuse of the masculine shall include the feminine, and vice versa.

 

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#### **PURPOSE**

#### ** **

The Company’s reputation and the trust andconfidence of those with whom it deals, are an integral part of its success.Quebecor Media Inc. (“**QMI**” or the “**Company**”) is committed to managing its business inaccordance with a set of values that adhere to the highest standards of integrityand excellence.

 

Now, more than ever, corporations such as QMI mustadopt certain guidelines to ensure that all employees behave in accordance withthese values.

 

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#### **RESPONSIBILITY**

#### ** **

Every employee is responsible for becominggenerally familiar with and following this Code, other company policies, aswell as all laws, rules and regulations that apply to their position withthe Company and their level of responsibility.

 

This Code does not describe all of the Companypolicies.  Needless to say, each employeemust also comply without restriction with all other existing Company policies.

 

The QMI Board of Directors, through its AuditCommittee, is responsible for ensuring that a procedure is in place to denounceany violation to this Code.

 

The Vice President, Human Resources, along withthe Vice President, Internal Audit and the Vice President and Secretary revisethe Code when deemed appropriate and recommend any modification to the QMIAudit Committee. Following the approval of the said committee, the revised Codeis distributed to all employees.

 

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#### **WORK ENVIRONMENT**

#### ** **

The Company respectsand welcomes diversity among its employees, customers, and suppliers.

 

**Discrimination**

** **

TheCompany is committed to equal employment opportunity without regard to race,color, religion, gender, national or ethnic origin, age, disability, and sexualorientation, provided that the person is able to perform the functions that areincumbent to his position.  It is theCompany’s policy to make decisions on hiring, job assignment and promotion,solely on the basis of personal qualifications, ability and performance.

 

The Company considersthat all of its employees are equal and, as such, they must be treated andtreat each other with mutual respect. The Company is committed to fight against prejudice, discrimination andharassment in all forms within its organization.  Consequently, discriminating against anyemployee or person with whom the Company does business on the basis of race,color, religion, gender, national or ethnic origin, age, disability, sexualorientation, war veteran status or for any other reason is strictly prohibited.

 

**Harassment**

** **

Conduct that createsa hostile, intimidating or offensive work environment, such as unwelcomeadvances or requests for sexual favours, inappropriate comments or jokes,intimidation, bullying or physical contact, may be forms of workplaceharassment.  The Company will nottolerate any form of harassment (including psychological harassment) orviolence in its workplace.  This type ofbehaviour is unacceptable since it denies the right of every person to betreated with dignity and respect.

 

**Workplace security**

** **

The Company seeks toprovide each employee with a clean, safe, and healthy workplace.  To achieve that goal, all employees mustunderstand their share of responsibility for abiding by all safety rules andpractices and must take the necessary precautions to prevent professionalinjuries.

 

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**Drugs and alcohol**

** **

A drug andalcohol-free workplace is important for maintaining the renown and thereputation of the Company, as well as for protecting the health and safety ofits employees.  The use, possession,distribution or sale of illicit drugs or of alcohol on Company premises isstrictly prohibited.

 

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#### **RELATIONS WITH CUSTOMERS AND SUPPLIERS**

#### ** **

The Company is a customer-drivencompany committed to optimizing the contribution of its employees, technologyand other resources in order to meet or exceed customer expectations.

 

Employees should always act in aprofessional and courteous manner in their dealings with customers andsuppliers.  They must maintain an honestand loyal relationship with them, in full compliance with the Company’scontractual obligations and the applicable laws and regulations.

 

Noemployee must ever make false representations, and any misunderstanding shouldbe clarified as soon as possible.

 

Each employee has a duty to keep confidential any personal or businessinformation about customers and suppliers to which the employee gains or hasaccess to in the course of his work or otherwise in QMI, whether be it verbal,written or electronic information.  Examplesare customer documentation, specifications, the content of their publicationsor information on the customer’s company obtained in the course of doingbusiness.  In all cases, this informationis strictly confidential and is of a proprietary nature belonging to thecustomer and can only be used to provide the services requested by the customer.

 

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#### **CONFLICT OF INTEREST**

#### ** **

The Company expects and requiresits employees to always act in its best interest.  It also expects and requires its employees tobe and to remain, at all times, free of any conflicting interests orrelationships and to refrain from acting or being in a situation of conflict ofinterests.

 

**Directors**

** **

A director who finds himself ina conflict of interest during any Board or Committee meeting of the Companymust immediately declare his interest and refrain from participating in anydiscussion about the conflicting issue or from voting thereon.

 

**Officers and other employees**

** **

A conflict of interest ariseswhenever the private interest of an employee interferes or conflicts in any waywith that of the Company.  In any decisiontaken in the course of his job, the employee must always act in an objectivemanner based solely on the best interest of the Company and unaffected by anyconsideration of personal gain for the employee or anyone personally associatedwith him, including friends or relatives. An employee must always refrain from helping any other business****or person in securing any contract with the Company fromwhich he can derive a personal benefit.

 

It is impossible to provide anexhaustive list of all situations that could give rise to real or potentialconflicts of interest.  For instance, aconflict of interest would exist when an employee:

 

1.                                       Either for his benefit or that of any person, association orcompany, conducts activities during working hours that are neither directlyrelated to nor required for his functions (except with the management’sspecific request or permission) and which deprive the Company from theemployee’s services or prevent that employee from devoting all efforts andattention to the Company’s affairs.

 

2.                                       Holds a position within the Company whereby the employee can use hisauthority towards any relatives or friends and which may prevent that employeefrom being impartial in his decision-making process.

 

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3.                                       As a result of an outside third party relationship, is in a positionthat could:

 

a)                                      make personal gain for the benefitof that employee or any relative or friend;

 

b)                                     render the employee partial towardsthe third party contrary to the best interest of the Company;

 

c)                                      place the employee in an equivocal,embarrassing or ethically questionable position towards that third party; or

 

d)                                     reflect unfavourably on theintegrity and honesty of the employee.

 

4.                                       Takes advantage of business opportunities that belong to the Companyor are discovered through the use of the Company’s resources, property,information or the employee’s position with the Company.

 

5.                                       Uses the Company’s property or information, or his position heldwithin the Company, for personal gain, including to further his interest orthat of relatives or friends.

 

6.                                       Accepts gifts (other than of a nominal, symbolic or promotionalnature) from a supplier, client or any other person which has or may havedealings with the Company.

 

7.                                       Directly or indirectly competes with the Company or has a direct orindirect interest or relationship that is actually harmful or detrimental tothe Company’s best interest.

 

8.                                       Engages in business or gainful activities that might be detrimentalto the best interest of the Company. The term “*gainful employment”*includes any professional activity, supervision or training of other persons,or consultation or advice, for any form of remuneration.

 

Every employee who may findhimself in, or be brought into a situation of conflict of interest or theappearance thereof, should make a full written disclosure of the circumstancesto his superior or to the head of the Human Resources Department.

 

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#### **COMPANY PROPERTY**

#### ** **

The employees have aresponsibility to protect the Company’sproperty and assets and to ensure their use in accordance with their intendeduse.

 

Such property includes tangibleassets such as buildings, equipment, money, inventories, documents, computers,networks, systems, applications, database, communication tools, etc. Intangibleassets such as inventions, ideas, patents and other forms of intellectualproperty, as they relate to the Company’s actualor anticipated business and which are created or conceived during or afterworking hours are also considered as Company property.

 

All possible safeguards must betaken to prevent theft, misuse, damage, loss or sabotage, carelessness andwaste of the Company’s property.

 

Company property is to be usedby employees for work and legitimate business purposes only and not forpersonal use.  Employees should be awarethat the Company may monitor the use of its property at all times including the computer and telecommunicationnetworks and the data and communication transiting through them. Although anoccasional personal use of the telephone and the Internet is allowed, noconfidentiality exists for the employees. Messages, communications and the use of the Internet may be monitored bythe Company.  In no circumstances can anemployee access sites involving games, pornography, racist or insultingsubjects or words, social encounters or any site or other means offeringcontent of such nature.

 

The use of electronic mailrequires the same level of attention and reserve than any other writtencommunication.  Language must beappropriate and the addressees must be only those to whom the message isrelevant.  Confidential information mustnot circulate electronically without appropriate measures being taken toprotect them and prevent them from losing the protection that they wouldotherwise have.  Electronic mail favoursdirect communication without nuance and reserve; consequently, it must not beused to discuss matters that could lead to contentious issues or to exchange commentsrelated to such matters.  It is obviouslypossible to communicate electronically with the Legal Affairs Department aslong as the communications addressed to this department (directly or copied)bear the mention “To the attention of the Legal Affairs Department andprotected by the solicitor-client privilege.”

 

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#### **COMPANY FUNDS**

#### ** **

When an employee’s positioninvolves the use of Company funds, it is the responsibility of the employee toexercise his good judgment, on the Company’sbehalf, to ensure that the Companygets the bestcommercial value for every dollar spent.

 

Employees who incur expenseswhile on company business can only seek reimbursementfor expenses that were actually paid for goods and services and that arereasonable and pre-authorized.  They arerequired to provide all supporting documentation and appropriate receipts withtheir reimbursement request.

 

Employees who have access toCompany funds in any form are expected to be familiar with the Company’s prescribed practices and procedures pertainingthereto.  “Company funds”****are any monies, documents or records that have or representfinancial value.  Company funds include,but are not limited to, currency, checks, share certificates, notes andpromissory notes, vouchers, credit, receivables, payables, money orders,expenses, reimbursements and pay checks.

 

It is clearly understood that Company funds are not for personal use or for businessuse without pre-approval.

 

No expenditure of Company funds will be approved unless the manager responsiblefor approving the expenditure is satisfied with the justification for and theamount of such expenditure.  Whenever thecase, such approval shall be granted in accordance with the Company’s Policy on Limits of Authority.

 

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#### **CONFIDENTIAL INFORMATION**

#### ** **

In the course of theiremployment, employees may have access to confidential information about the Company or a company of the Quebecor Group, as well astheir respective customers and suppliers, and about other employees of theCompany. “Confidential information” is information, either verbal or written,which is not generally known to the public and this includes, but is notlimited to, information on technology, business data such as its order backlog,customer specific billing rates and financial data.

 

Measures must be taken to limitaccess to such confidential information to only those persons who “need toknow” it in the performance of their duties and those privy thereto must beadvised that they have the obligation to keep it confidential.

 

Outside parties privy toundisclosed material information concerning the Company must be advised that they cannot divulge suchinformation to anyone without the Company’s consent.  The Company may request such outside partiesto sign a confidentiality and non-disclosure agreement.

 

It is the responsibility of eachemployee to act in good faith and to treat any confidential information withthe utmost care.  If necessary, theemployees are to refer to the *Disclosure**Policy of Quebecor Media.*

 

In order to prevent the misuseor inadvertent disclosure of important information, the procedures set forthbelow should be observed at all times:

 

·                  documents and files containing confidential information must be keptin a safe place to which access is restricted to employees who “need to know”such information in the performance of their duties;

 

·                  confidential matters should not be discussed in public places(elevators, hallways, restaurants, airplanes, taxis, or elsewhere);

 

·                  confidential documents should not be read or remain visible inpublic places and should not be discarded where third parties can retrievethem;

 

·                  employees must ensure that they maintain the confidentiality ofinformation in their possession inside or outside the workplace;

 

·                  transmission of documents containing confidential information byelectronic means, by fax or directly from one computer to another, should bemade only where it is reasonable to believe that the transmission can be madeand received under secure conditions; and

 

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·                  unnecessary copying of confidential documents should be avoided anddocuments containing confidential information should be promptly removed fromconference rooms and work areas after the meetings; extra copies should beshredded or otherwise destroyed in a safe manner.

 

The rules set out aboveapply not only to the Company’s and the Quebecor Group’s information, but alsoto information that belongs to a third party, such as a supplier, customer orcompetitor.  Moreover, a new employee maynot disclose any confidential information about his previous employer.

 

Likewise, an employee leaving the Company still remains bound by theobligation to safeguard its confidential information, even after he has left.

 

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#### **INSIDER TRADING**

#### ** **

The Stock Exchange andSecurities laws and regulations contain very strict provisions governing theuse and disclosure of non-public information that may have a significant effecton the market price of a public company’s shares.  Any person that contravenes those provisionsmay be subject to heavy fines and damages.

 

Since the Company is asubsidiary of Quebecor Inc., a company listed on the Toronto Stock Exchange, itis illegal for anyone to trade in shares of Quebecor Inc. and its publicsubsidiaries if that person is aware of important information about a companyof the Quebecor Group that has not been publicly disclosed.  It is also illegal for anyone to inform anyperson about important non-public information, other than in the normal courseof business.

 

Therefore, the Company’sdirectors, officers and employees who are aware of confidential informationthat could have an effect on the market price of the securities of any publiccompany of the Quebecor Group or those of a counterparty with whom there areongoing important negotiations, are prohibited from trading in shares of theaforesaid public companies or that counterparty, until the information has beenfully disclosed and a reasonable period of time has passed since the public disclosureof the information.

 

In addition, the directors andofficers of the Company and all persons that are insiders of a public companyof the Quebecor Group are prohibited from trading in its securities duringcertain trading blackout periods stipulated under *the Policyrelating to the use of privileged information*of the relevantcompany*.*

 

When an employee is uncertainwhether he may trade the securities of a public company of the Quebecor Group,that employee must refer to the *Disclosure**Policy*of the relevant public company and/or contact theSecretary of the company.

 

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#### **BUSINESS RECORDS**

#### ** **

The Company follows extremelyhigh standards with regard to the accuracy and integrity in which its businessrecords are maintained.  These serve as abase for the management of its business, the assessment and carrying out of itsobligations towards its shareholders, employees, clients and suppliers, as wellas for assuring compliance with legal, fiscal and financial requirements.  Consequently, employees must recordinformation with precision and integrity, so that all business records of theCompany are reliable and accurate.

 

Employees must maintain the Company’s business records, including its books,accounts, financial statements, transaction files and litigation files withintegrity and precision, in a manner that accurately reflects its commercialactivities and in compliance with the legal and regulatory requirements andwith other policies of the Company.

 

All the financial activitiesmust be properly recorded in the accounting records and the accountingprocedures must be supported by the appropriate internal controls.

 

Work orders, supportingdocuments, invoices, pay slips and other similar data must be factuallyaccurate, true, complete and maintained according to the Company’s currentpractices.  Employees must not remove ordestroy any file or record without the authorization of their superior.  Such authorization will only be granted inaccordance with the applicable laws and Company policies.

 

Deliberate recording of wrongdata on any report, record or memorandum constitutes a dishonest act which mayhave a serious impact on the Company’s operations and is thereforeunacceptable.

 

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#### **RELATIONS WITH THE PUBLIC**

#### ** **

The Company wishes to maintainopen and honest communications with the public, the investment community, themedia and the securities regulatory authorities.  To ensure that the Company complies with the law while protecting itsinterest and confidential issues, only the Company’s designated spokespersonsare authorized to represent and deal on its behalf with the public, theinvestment community, the securities regulatory authorities and the media, thewhole in conformity with the *Disclosure Policy ofQuebecor Media Inc.*

 

Thus, employees who are notdesignated spokespersons must not respond, under any circumstances, toinquiries from the public, the investment community, the media, the securitiesregulatory authorities or others, unless specifically asked to do so by adesignated spokesperson.  If an employeereceives such a request, whether verbal or written, the employee must forthwithdirect it to one of the Company’s designated spokespersons.

 

An employee may not represent the Company inpublic in any manner whatsoever unless specifically requested to do so by themanagement, the Board of Directors, or a designated spokesperson.  When an employee expresses a personal view ina public forum, he may not use the Company’s letterhead or its e-mail or anyreference to his business address or title. In order to ensure that no material confidential information isinadvertently disclosed, employees are prohibited from participating inInternet chat rooms or newsgroup discussions on matters pertaining to theCompany’s activities.

 

When an employee is asked tomake a public presentation about his job within the Company, that employee mustobtain the immediate superior’s prior approval. In case of doubt, the immediate superior must seek advice from theCompany’s Communication Department.

 

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#### **RESPECT OF THE ENVIRONMENT**

#### ** **

#### **The Company is worried about thehealth and the well-being of its employees, and also of the communitiessurrounding its installations. Therefore, it is committed to respect the laws and regulations in forcein matters of environment and will favour any procedure or initiative from itsemployees aiming at reducing any negative impact on the quality of air, groundor water that could result from its activities.**

#### ** **

#### **COMPETITION BEHAVIOUR**

#### ** **

The Company seeks to outperformits competitors fairly and honestly and to achieve competitive advantagesthrough superior performance.  Employeesshould always strive to deal honestly with the Company’s customers, suppliers, competitors and otheremployees.  No one should benefit from anundue commercial advantage of anyone through manipulation, concealment, abuseof privileged information, false representation, or any other unfair dealingpractice.

 

The employees must also respectall laws pertaining to competition.  Inaddition, no employee may participate in discussions, agreements, projects,arrangements, whether formal or informal, with competitors or potential competitors,on issues dealing with prices, pricing rates, territories or customers to beserved.

 

Penalties imposed fornon-compliance with the laws pertaining to competition are severe.  They entail heavy fines, prison sentences anddamages.  The penalties are equallyapplicable to the employees and the employer. Also, an investigation resulting from an alleged violation of thecompetition laws could seriously prejudice the Company.

 

Due to the complexity of thelaws pertaining to competition, the Company recommends that its employeesconsult, as needed, the Company’s Legal Affairs Department on such matters.

 

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#### **LEGAL COMPLIANCE**

#### ** **

As a general rule ofconduct, all employees of the Company must, at all times, comply with all lawsand regulations applicable to the Company and to the citizens in general.

 

In order to become familiar withand comply with the laws, rules and regulations that affect or governtheir area of responsibility, employees can consult with and be guided by theirmanager or the Company’s Legal Affairs Department.  Decisions regarding the application of suchlaws and regulations should not be made without the advice of the Company’sLegal Affairs Department.  Similarly, anemployee should avoid proceeding in a manner which, in the opinion of suchDepartment, would be in violation of the law.

 

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#### **QUESTIONS AND REPORTING VIOLATIONS**

#### ** **

If, at anytime, an employee is unsure about whether an act may contravene this Code or ifhe has any question in connection therewith, he should seek advice from theperson in charge of his Human Resources Department.  Equally, any question regarding ways toaddress ethical matters should be brought to the attention of his manager orthe person in charge of his Human Resources Department.

 

Employeeswho become aware of any behaviour in violation of this Code, other Companypolicies or any law, rule or regulation applicable to the Company, mustpromptly report such violation to their manager. If this procedure is notappropriate under the circumstances or if no satisfactory answer is obtained,employees should contact the person in charge of their Human ResourcesDepartment.

 

No employeeshould accept any instruction from their manager that contravenes this Code,other Company policies or any applicable law, rule or regulation of whichthey are aware and an employee should immediately report any instruction thatcontravenes this Code to the person in charge of their Human ResourcesDepartment or to the Vice President, Legal Affairs.

 

Allreporting of a violation will be dealt with confidentially, within the limitsimposed by law and the Company will not tolerate any kind of reprisal againstany person, who in good faith, reports to the Company real or potential issuesrelating to violations of this Code, other Company policies or any applicablelaw, rule or regulation.

 

The Company recognizes thatemployees may be reluctant to report certain types of violations orinfractions.  It is for that reason thatthe Company offers a confidential toll-free telephone line and Web siteoperated by an independent third party. This will allow employees to anonymously report any and all complaintsor all forms of suspicious acts or irregularities pertaining to accounting,internal controls, auditing matters, fraud, theft, illegal use of Companyproperty and insider trading.  In suchcases, the Company hopes that its employees will report those types ofviolations.  For more information concerningthis toll-free confidential telephone line and Web site, the employees areinvited to refer to Appendix 1 of this Code, which is entitled “ClearViewConnectsTM -Questions and Answers*”*.

 

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**VIOLATION**

 

Any violation of this Code,other Company policies or applicable rules or regulations, may result indisciplinary measures, ranging from a simple warning or reprimand, to   termination of employment.

 

Disciplinary measures may betaken against any employee, for directly violating or enticing others toviolate this Code, other Company policies or applicable laws orregulations.  An employee can also besubject to disciplinary action if he fails to cooperate with an investigationrelating to any such violation, knowingly falsely accuses another employee of aviolation or retaliates against a person who reports a violation or suspects aviolation.

 

Disciplinary measures will alsobe taken against any manager who is aware that one of his staff members isabout to engage in a prohibited conduct and who fails to take preventiveaction.  Managers may also be subject todisciplinary action if they fail to effectively supervise their staff.

 

Furthermore, non-compliance tolaws and regulations can entail civil or criminal penalties including fines andprison sentences.

 

**COMMUNICATIONOF THE CODE**

 

QMI’s Vice President, HumanResources, has the responsibility of ensuring that each employee of QMIreceives a copy of the Code and that each new employee of QMI signs the declarationincluded with the Code upon receipt of his copy.

 

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**APPENDIX 1**

 

**“CLEARVIEW CONNECTS****TM**** ****-**** QUESTIONS AND ANSWERS”**

 

**Whoprovides the service?**

 

ClearView ConnectsTM is a telephone service and a website operatedby ClearView Strategic Partners Inc. (“ClearView”), an independent thirdparty.  Employees may access the websiteof ClearView Connects at **www.clearviewconnects.com.**

 

**Why usethis service?**

 

QMI attaches a great deal of importance tothe values of honesty and integrity. All employees are encouraged to report allcomplaints or all forms of suspicious acts pertaining to accounting, internalcontrols, auditing matters, fraud, theft, illegal use of Company property andinsider trading.  If an employee isuncomfortable reporting this type of information through the normal chain ofcommand, then he is able to report it anonymously, without fear of reprisal through the toll-free confidentialtelephone line or secure website.

 

**Who canuse this service?**

 

All employees withoutdistinction.

 

**When touse this service?**

 

You should use the ClearViewConnectsTM telephone service or website as soon as younotice a suspicious behaviour.

 

For example:

 

·                  Accounting irregularities;

·                  Falsification of the Company’srecords;

·                  Fraud;

·                  Misuse of confidential information(Insider Trading);

·                  Irregularity in the handling orreporting of financial transactions;

·                  Significant breach of internalcontrols;

·                  Theft.

 

You must keep in mind that ifyou wait too long before reporting the incident, it becomes more difficult toinvestigate the matter.

 

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**How isanonymity preserved?**

 

You will neverbe asked to provide your name when you call ClearView ConnectsTM. If you identify yourself, there can be no retaliation or reprisal.  The service is offered to resolve situationsof wrongdoing and not for the purpose of identifying the employee who reportedit.

 

When you use the ClearViewConnectsTM website,your e-mail address is automatically encrypted to preserve your identity.  ClearView**has formallyundertaken not to divulge any confidential information received from anemployee (including his name) without that employee’s specific consent.  Also, the Company has unconditionallyundertaken to preserve the anonymity and confidentiality.

 

**Whathappens when you use the toll-free telephone line?**

 

When you call,a ClearView Agent with the necessary skills is automatically assigned to takethe call in your language.  You will haveto provide forthwith the following information: the circumstances of theincident, the persons involved, and any other information (i.e. dates, time,names, places, and credible witnesses, if possible).

 

The ClearView Agent will ask youto identify the name of the Company, subsidiary or division where the incidentyou wish to report took place.  In somecases, he may have to ask you to disclose the exact address.  After gathering all the informationpertaining to the incident, he will ask you to categorize the incident accordingto a pre-established list and will ask you specific questions relating to thatparticular category.  The ClearView**Agent will then provide you with a user code and login,which will be valid for a fourteen-day period only.  You will have to write down that information,since ClearView**will not keep any trace of it,so as to preserve your identity.  If youlose that information, you will not be able to consult your incidentreport.  The user code and login willenable you to call back ClearView and to verify the status of your report.  If you call back, it is possible that theClearView**Agent will ask you to answer additionalquestions received from the Company’s representatives who are responsible forreviewing and analyzing the incident reports.

 

**Whathappens when you use the ClearView Connects****TM** **website?**

 

The procedureused to report an incident on the website is similar to the telephone reportingprocedure.

 

When youaccess the ClearView ConnectsTM website, please follow the instructions.

 

To begin, you will have to firstenter the name of the Company, subsidiary or division where the incident youwish to report took place.  You may thenaccess the Web page dedicated to the Company.  You will be able to read the Company’swelcome message and you will be invited to consult its Code of Ethics, which isposted on that Web page.  

 

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You will have to describe theincident and provide the following information: the circumstances of theincident, the persons involved, and any other information (i.e. dates, time,names, places, and credible witnesses, if possible).  You will then have to categorize the incidentaccording to a pre-established list by checking the appropriate box and answerspecific questions relating to that particular category.  Once you have replied to all the questions,you will be assigned a user code and a login, which will be valid for afourteen-day period only.  You will haveto write down that information, since ClearView**willnot keep any trace of it, so as to preserve your identity.  If you loose that information, you will notbe able to consult your incident report. This will enable you to verify the status of your incident report whichwill be posted on the ClearView ConnectsTM website. After a preliminary review of the incident report, the Company’srepresentatives (who are responsible for reviewing and analyzing the incidentreport) will be able to add additional questions in the report, if deemednecessary.

 

**Who may investigate?**

** **

The Vice-President, InternalAudit of QMI has the exclusive authority to investigate. Since he reports tothe Audit Committee, this guarantees his independence.

 

**How to usethis confidential service?**

 

To use the telephone service,the employees must dial **1-877-821-5801**.

 

The employees may access theClearView ConnectsTM websiteat **www.clearviewconnects.com**.

 

**When is the service available?**

** **

It is available 24 hours a day,7 days a week.

 

**Will theemployees filing a complaint be informed of the results of any investigation?**

 

No, not directly.

 

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**EMPLOYEE** **DECLARATION**

 

I, the undersigned, hereby acknowledge that Ihave received a copy of the Code of Ethics of Quebecor Media Inc. and that Iagree to comply with its provisions.

 
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The sections related to the reporting of violations apply only to thoseareas where it is permitted by laws and regulations.

 

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