CODE OF BUSINESS CONDUCT AND ETHICS

(a) Respect people and cultural differences

(b) Honest and open communications

(c) Professional in everything we do

(d) Accept individual responsibility

(e) Have an action orientation

This Code of Business Conduct and Ethics expands upon those values and provides guidance on their application.  Any violation of this Code of Business Conduct and Ethics will be regarded as a serious matter and is likely to result in disciplinary action, including possible termination, consistent with local law.

Compliance with all Laws:

• Comply with all local laws and regulations wherever we operate including laws relating to:
  • health and safety,
  • environment,
  • employment conditions,
  • personal information,
  • competition,
  • public company disclosure, and
  • insider trading.
• Ignorance of the law is not an excuse for non-compliance. You have an obligation to understand the law.

Health and Safety

• Comply with our health and safety policies.
• Comply with federal, state/provincial, local, client-specific, and site-specific requirements for occupational health and safety.

Record Keeping and Reporting of Information

• All records and reported information must be accurate, complete, honest and timely.
• Follow all internal controls over financial reporting adopted by Badger. For additional information on these controls, contact appropriate senior accounting personnel.

Antitrust/Competition Laws

• Do not discuss our prices with our competitors.
• Do not enter into illegal agreements or engage in illegal practices in restraint of trade.

Equal Employment Opportunity

• Employ positive business and personnel practices designed to realize equal employment opportunity.
• Accomplish your work in a businesslike manner with a concern for the well-being of your co-workers, vendors, or clients.

Anti-Discrimination and Anti-Harassment Policy

• Discrimination based on mental or physical disability, age, religion or religious creed, family status, marital status, sex, pregnancy, sexual orientation, ancestry, colour, race or perceived race, nationality, place of origin, -or any other protected status is prohibited.
• Further, harassment of any employee by any other employee is prohibited, regardless of their working relationship.
• The displaying of gender offensive materials at Badger locations or in Badger Assets is strictly prohibited.
• See our “Anti-Discrimination and Anti-Harassment Policy”.

Insider Trading Policy

• Do not buy or sell shares of Badger with knowledge of material information regarding Badger that has not been generally disclosed to the public.
• Except in the necessary course of business, and where the recipient of the information is advised of its confidentiality obligations and its restrictions under securities laws from trading on such information, do not inform others of material information regarding Badger that has not been generally disclosed to the public.
• Material information is any information relating to the business and affairs of Badger that results in or would reasonably be expected to result in a significant change in the market price or value of our shares.
• See our “Insider Trading Policy”.

Protecting Badger’s Assets

• Use Badger’s assets and resources only for legitimate business purposes and for the benefit of Badger.
• Protect Badger’s assets from misuse and harm by others.
• Badger’s assets include its confidential information. See our “Confidentiality Policy”.

Conflicts of Interest

• Opportunities that are discovered or may be available through the use of Badger’s property, information or position belong to Badger and employees are prohibited from taking for themselves personally such opportunities without the consent of Badger.
• When conflicts of interest arise, report them to your supervisor. A “conflict of interest” can arise when an employee takes action or has a personal interest that may make it difficult to perform his or her work for Badger objectively and effectively. This may include outside business interests, outside employment, outside investments and business relationships with friends or relatives that could cause a conflict of interest.

Gifts and Bribery

• Do not accept meals, entertainment, travel, gratuities, merchandise or promotional material that could influence your objectivity in making business decisions. Notify and receive permission from the President & CEO prior to accepting any gift, trip, etc. of value over $500. The gift would not be prohibited if deemed to also be a benefit to Badger. Do not solicit gifts, gratuities, etc. from vendors, contractors, etc.
• Never attempt to improperly influence or bribe a public official or any other person or entity to favor Badger or anyone connected with the company.

Fair Dealing

• Deal fairly with Badger’s customers, suppliers, and each other.
• Do not take unfair advantage of anyone else through manipulation or misrepresentation of material facts.

Quality

• Ensure that our products and services meet our Quality Principles.
• For more information on Badger’s Quality Principles, please see your supervisor.

Protection of Confidential Information and Personal Information

• Maintain the confidentiality of information entrusted to Badger by its customers, vendors and suppliers, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information, including but not limited to pricing, proprietary and non-proprietary equipment, processes, and procedures. See our “Confidentiality Policy”.
• Obtain the proper consent of individuals to the collection, use and disclosure of their personal information and only use that information in compliance with that consent and for its intended purpose. See our “Privacy Policy”.

Ask Questions / Report Illegal or Unethical Behavior

• When in doubt about the best course of action in a particular situation, talk to supervisors, managers or other appropriate personnel.
• Report violations of laws, rules, regulations or the Code of Business Conduct and Ethics to the President & CEO of Badger or to the Chair of the Audit Committee.
• See “Whistleblower Policy”.

Common Sense

• This Code of Business Conduct and Ethics does not encompass all situations that may arise.
• Use your judgment and common sense and/or consult senior management of Badger in situations in which you are unsure of the best course of action.

Annual Signoff

• All Badger personnel are required to annually review and agree to abide by this Code of Business Conduct and Ethics.

Document Control Information

• Approved by Board of Directors: Yes
• Originally dated: January 1, 2011
• Last amended: March 17, 2017
• Last reviewed: March 17, 2017