Workplace Discrimination and Harassment Policy
Approved by the Board of Directors effective September 24, 2026.
Definitions
For the purposes of this Workplace Violence, Discrimination and Harassment Policy (the “Policy”), references to (i) the “ICD” mean the Institute of Corporate Directors and its Chapters; (ii) “Covered Person” means each director, officer, employee, volunteer and independent contractor of the ICD; and (iii) “workplace” means any place where the business of the ICD is conducted, where social or other functions of the ICD occur, or where activity involving an individual in their role as a director, officer, employee, volunteer and independent contractor of the ICD takes place (including, but not limited to, Chapter offices or other approved work locations (including employees’ homes, where approved), seminar and conference venues, client offices, restaurants, entertainment venues or locations of business travel or emails and other forms of communication).
Purpose and Intent
The ICD is committed to providing and maintaining a workplace which ensures that all Covered Persons are treated with dignity and respect and are able to work in an environment free from bullying, harassment, discrimination, and violence or threats of violence, in accordance with OHS Legislation and Human Rights Legislation (as defined in Appendix A) applicable to the Covered Person’s province of employment or engagement.
The ICD prohibits workplace violence and harassment, as well as discrimination based on grounds protected under the Human Rights Legislation applicable to the Covered Person’s province of employment or engagement (“Applicable Human Rights Legislation”). Protected grounds under Applicable Human Rights Legislation may include, without limitation, age, ancestry, colour, race, citizenship, ethnic origin, place of origin, creed / religion, disability, family status, marital status, gender identity, gender expression, record of offences, sex (including pregnancy and breastfeeding) and sexual orientation (each such ground as recognized under Applicable Human Rights Legislation, a “Protected Ground” and collectively, the “Protected Grounds”).
Every Covered Person has the right to work in a dignified and respectful environment, free from violence, bullying, harassment, and discrimination. Workplace violence, bullying, harassment, and discrimination, in any form, will not be tolerated.
Every Covered Person also has a responsibility to play a part in ensuring a workplace free from workplace violence, bullying, harassment, and discrimination. This means not engaging in, allowing, condoning or ignoring behaviour contrary to this Policy.
The ICD will provide training and information on workplace violence, discrimination, bullying and harassment as required by applicable law, and will update such training as necessary.
This Policy is available on the ICD’s website and is distributed to each Covered Person.
1. What is Discrimination?
Discrimination occurs where an individual experiences adverse treatment or an adverse impact that is connected, in whole or in part, to one or more Protected Grounds. Discrimination may take many forms and does not need to be intentional.
Examples of discrimination include, but are not limited to:
• treating an employee differently from others in similar roles because of a Protected Ground;
• disciplining, criticizing, or performance‑managing an employee more harshly than others for similar conduct because of a Protected Ground;
• overlooking or discounting an employee’s input, experience, or qualifications because of a Protected Ground;
• excluding an employee from meetings, projects, social activities, or informal workplace discussions based on a Protected Ground; or
• denying or limiting opportunities for advancement, training, travel, or high‑profile work because of a Protected Ground.
2. What is Workplace Bullying and Harassment?
The ICD adopts the definitions of workplace bullying and harassment in each of the provinces in which it operates. Bullying and harassment generally means any vexatious comment or conduct against a Covered Person in the workplace, including virtually through the use of information and communications technology, that is engaged in by someone who knows, or ought reasonably to know, that the comment or conduct is unwelcome or would cause the worker to be humiliated or intimidated. The unwelcome comment or conduct does not have to be directed at a specific person for harassment to occur. Any form of unsolicited behaviour characterized by words, acts or gestures, such as hurtful remarks, insults, humiliating jokes, display of offensive or obscene material, inappropriate physical contact, intimidation, inappropriate demands or reprisals, may constitute harassment.
Any vexatious behaviour involving hostile or unwanted conduct, verbal comments, actions or gestures that affect a person’s dignity or psychological or physical integrity and that result in a harmful work environment for the person can constitute bullying or harassment under this Policy.
Any person, regardless of his or her position of authority, may be responsible for committing an act of bullying or harassment. While bullying and harassment usually involve repeated acts or a course of conduct, a single incident of bullying or harassment could be serious enough to constitute a breach of this Policy.
Not all negative interactions are bullying or harassment. For example, a reasonable action taken by a manager or director relating to the management and direction of a Covered Person or the workplace does not constitute harassment.
Examples of bullying and harassment may include, but are not limited to:
• verbally abusive or aggressive behaviour such as yelling, insults and name calling;
• persistent, excessive and unjustified criticism and constant scrutiny;
• spreading malicious rumours;
• excluding or ignoring someone;
• vandalizing personal belongings;
• sabotaging someone else’s work; or
• making false allegations about someone in memos or other work-related documents.
Where bullying or harassment is connected to a Protected Ground, it also constitutes discrimination. Examples of harassment that is also discriminatory include:
• mimicking, disparaging, ridiculing or insulting a person’s accent, speech or mannerisms;
• displaying or distributing derogatory materials, cartoons or pictures which relate to Protected Grounds or similar characteristics;
• using language that puts someone down based on Protected Grounds or similar characteristics;
• unfairly singling someone out for humiliating treatment because of Protected Grounds or similar characteristics; or
• refusing to work with people because of Protected Grounds or similar characteristics.
3. What is Workplace Sexual Harassment?
Sexual harassment is a form of harassment that is based on or related to a Covered Person’s sex, sexual orientation, gender identity or gender expression. It includes making a sexual solicitation or advance where the person making the solicitation or advance is in a position to confer, grant or deny a benefit or advancement of the employee and the person knows or ought reasonably to know that the solicitation or advance is unwelcome.
Sexual harassment may include, but is not limited to:
- refusing to work with people because of their sex, sexual orientation, gender identity or gender expression;
- remarks, jokes, or innuendos about sex, sexual orientation, gender identity or gender expression;
- unwanted and unnecessary physical contact, including touching, patting, etc.;
- using language that puts someone down based on their sex, sexual orientation, gender identity or gender expression, including sex-specific derogatory names;
- leering or inappropriate staring;
- sexually-suggestive gestures;
- making gender-related comments about someone’s physical characteristics or mannerisms;
- making comments or treating someone badly because they don’t conform with sex-role stereotypes;
- showing or sending pornography, sexual pictures or cartoons, sexually explicit images, or other offensive images (including on-line);
- sexual jokes or comments, including passing around written sexual jokes or comments (for example, by e-mail);
- rough and vulgar humour or language related to sex, sexual orientation, gender identity or gender expression;
- using sexual or gender-related comment or conduct to bully someone;
- spreading sexual rumours (including on-line);
- making suggestive or offensive comments or hints about members of a specific gender;
- unwelcome advances, invitations or propositions of a sexual nature or repeated invitations after previous requests have been refused;
- verbally abusing, threatening or taunting someone based on sex, sexual orientation, gender identity or gender expression;
- demanding hugs, dates or sexual favours;
- unwarranted inquiries or comments about a person’s personal life;
- bragging about sexual prowess, asking questions or talking about sexual activities;
- asking someone to dress in a sexualized or gender-specific way;
- threats to penalize or otherwise punish a person who refuses to comply with sexual advances (reprisal or “payback”); and
- sexual assault.
4. What is Workplace Violence?
The ICD adopts the definitions of workplace violence in each of the provinces in which it operates. However, workplace violence includes the use, or attempted use, of physical force against a Covered Person in the workplace that could cause physical injury or a statement or behaviour that a Covered Person could reasonably interpret as a threat to use physical force that could cause physical injury. Workplace violence can arise from the conduct of any person in the workplace.
Some examples of workplace violence include, but are not limited to:
• physically abusive or aggressive behaviour such as pushing, hitting, biting;
• finger pointing or standing close to someone in an aggressive or intimidating manner;
• threats of any kind; or
• using or threatening to use a weapon.
Acts of workplace violence may occur as a single event or may involve a continuing series of incidents.
Domestic Violence is considered workplace violence where a person who has a personal relationship with a Covered Person, such as a spouse or former spouse, current or former partner or a family member, may physically harm or attempt to physically harm that Covered Person or others at work.
No Retaliation for Using this Policy
All Covered Persons have a right to make a complaint or enforce their rights under this Policy without retaliation or threat of retaliation.
The ICD prohibits reprisals or threats of reprisal against anyone who makes bona fide use of this Policy or takes part in an investigation under this Policy.
An act of retaliation or threat of retaliation against such a person will be treated in the same manner as harassment.
5. Application of Policy
This Policy applies to all Covered Persons.
All Covered Persons are expected to uphold and abide by this Policy, by refraining from any form of workplace violence, bullying, harassment or discrimination, and by cooperating fully in any investigation of a harassment or discrimination complaint. All Covered Persons must also report any observed or experienced workplace violence, threats of violence, bullying and harassment. This includes reporting any situation of domestic violence that would likely expose a Covered Person to physical injury in the workplace and/or that may endanger a Covered Person in the workplace.
Managers and supervisors have the additional responsibility to act immediately on observations or allegations of harassment or discrimination. Managers and supervisors are responsible for creating and maintaining a harassment- and discrimination-free organization, and should address potential problems before they become serious.
Conduct that occurs outside of the physical workplace or normal working hours, including comments or images made on social media platforms (including Facebook, X, Instagram, Snapchat, TikTok etc.), may constitute workplace harassment where the posts or content are contrary to this Policy and have a nexus to the workplace or could reasonably be anticipated to have an impact on the work environment.
This Policy has been developed in consultation with the ICD Director, Human Resources. It will be reviewed annually.
6. Risk Assessments and Prevention Plan
The ICD will conduct risk assessments and develop prevention plans addressing workplace violence and workplace harassment that comply with OHS Legislation in the provinces in which it has workers or other individuals covered by applicable OHS Legislation.
7. Workplace Violence, Discrimination, Bullying, and Harassment Program - What to Do if Violence, Discrimination, Bullying, or Harassment Occurs
This Policy outlines both informal and formal options available to any Covered Person who believes that they or another person has been subjected to an incident or threat of workplace violence, bullying, harassment, or discrimination. While the ICD is committed to resolving workplace violence, discrimination, and harassment concerns internally, nothing in the Policy precludes a Covered Person from filing a complaint with the applicable human rights tribunal, ministry of labour or other applicable tribunal or regulator in the Covered Person’s province of employment or engagement, or having criminal charges laid or instituting civil proceedings.
Covered Persons who engage in workplace violence, bullying, harassment or discrimination may expose themselves personally to damages in the event of a successful lawsuit or human rights case.
Informal Resolution Options
In some situations, simply informing the person that their comment or conduct is unwelcome will resolve the issue. Telling the person to “stop” may be difficult to do, but it is often an effective means of eliminating the problem.
If you find it too difficult to speak to the person directly (or if you speak to the person but the unwelcome comment or conduct persists, or if you feel that as a result you have been subjected to retaliatory behaviour), you may also discuss your concerns with a member of ICD’s Human Resources team on an informal and confidential basis. Human Resources will assist you in understanding your rights and obligations under this Policy and can:
- act as a resource and answer inquiries with respect to this Policy;
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- discuss complaints on a confidential basis (to the extent possible);
- canvass options available to you for dealing with the issue;
- outline counselling or support services provided by the ICD; and
- facilitate and assist in the informal resolution process, where appropriate.
Human Resources will maintain confidentiality to the extent practicable and appropriate under the circumstances. However, please appreciate that if necessary, Human Resources may have to share information with appropriate personnel so that the ICD can take appropriate steps (including any steps required by applicable OHS Legislation).
Formal Complaint Options
If the issue cannot be resolved informally, is too serious to handle on an informal basis or you would like the matter more formally investigated, you may, at any time, bring a formal complaint to your manager or another manager (if you are more comfortable with that individual) at the ICD, or to Human Resources. If the matter involves senior leadership, you may bring your concern to the CAO or CEO. If the issue involves the CAO or CEO, then you may bring your concern to the Chair of the Board of Directors.
You also have the option of reporting your concern anonymously to the Whistleblower Hotline (Mitratech Ethics Hotline); however, maintaining anonymity may limit the ICD’s ability to investigate. Anonymous reports will be received and reviewed, and the ICD will still take steps that are reasonably available in the circumstances. Therefore, if possible, we would strongly encourage you to follow the reporting procedure outlined above.
If you (the “Complainant”) initiate a formal complaint, you may provide it orally or in writing. If you are able, please include the name(s) of the person(s) involved, what happened, when and where it occurred, and the names of any witnesses or others with relevant information. We encourage you to report as soon as reasonably possible so that we can take steps to support you and address the situation.
Violence, discrimination, harassment and bullying are serious matters. Therefore, if you decide not to make a formal complaint (or later choose to withdraw a complaint you have made), we may still need to investigate the matter and take steps to prevent further violations of this Policy. For example, we may need to commence or continue with an investigation if the allegations are serious, there are risks to health and safety and/or if there have been previous complaints or incidents involving the individual who is the subject of the complaint or incident (the “Respondent”).
Investigation Procedure
The ICD will conduct a preliminary review of any complaint received for the purpose of determining next steps, including whether an investigation is appropriate.
Investigations will be conducted in a fair, unbiased and timely manner. We may choose to use either an internal or external investigator, depending on the nature of the complaint. The investigation may include, among other things:
- interviewing the Complainant and Respondent to ascertain all of the facts and circumstances relevant to the complaint, including dates and locations;
- interviewing relevant witnesses, if any; and
- collecting and reviewing relevant documentation and other evidence.
Once the investigation is complete, the investigator(s) will determine whether there has been a violation of this Policy. The outcome of the investigation (and any corrective action taken by the ICD, where required by law) will be reported to the Complainant and the Respondent in accordance with applicable legislation.
During the investigation, the ICD may reassign or place either or both of the Complainant and the Respondent on paid leave, or take other interim measures.
Corrective Action If a Covered Person is found to have violated this Policy, the ICD will take appropriate corrective measures and the Covered Person may be subject to disciplinary action, up to and including termination of employment for cause. Corrective measures may include one or more of the following, as appropriate in the circumstances:
Confidentiality and Record Keeping
Information about complaints and incidents shall be kept confidential to the extent possible. Information obtained about an incident or complaint of workplace violence, bullying, harassment, or discrimination, including identifying information about any individuals involved, will not be disclosed unless disclosure is necessary to protect workers, to investigate the complaint or incident, to take corrective action or otherwise as required by law.
While the investigation is on-going, the Complainant(s), Respondent(s), and any witnesses should not discuss the incident or complaint or the investigation with each other or other workers or witnesses unless necessary to obtain advice about their rights. The investigator may discuss the investigation and disclose the incident or complaint-related information only as necessary to conduct the investigation. It is the responsibility of all Covered Persons to cooperate with the investigation and to maintain confidentiality of all information related to the allegations and investigations to the extent possible, as appropriate in the circumstances and in accordance with applicable legislation.
Records of complaints, investigations, reports, results provided to the parties, and any corrective action pursuant to this Policy will be kept confidential (to the extent possible) and retained in accordance with applicable legislation.
8. Conduct by Individuals Outside of the ICD
If you experience or witness workplace violence, harassment, bullying or discrimination by a person who is not part of the ICD (for example, a client, supplier, contractor, member, service provider or visitor) in the course of a business‑related interaction, you may bring your concerns to the attention of the Director, Human Resources, your manager or the CAO in accordance with the informal or formal complaint options described above. The ICD will assess the report promptly and, where required, will initiate a formal investigation if appropriate in the circumstances. Where the person complained about is not under the ICD’s control, the ICD will take the reasonably available steps to protect workers and address the conduct, as appropriate in the circumstances and in accordance with applicable legislation. APPENDIX A
“Occupational Health and Safety (“OHS”) Legislation” means the occupational health and safety statutes, regulations, codes and other legally binding requirements governing workplace health and safety, violence and harassment, including any successor or replacement legislation, and specifically includes the following: Alberta Occupational Health and Safety Act and Occupational Health and Safety Code; British Columbia Workers Compensation Act and Occupational Health and Safety Regulation; Manitoba The Workplace Safety and Health Act and Workplace Safety and Health Regulation; New Brunswick Occupational Health and Safety Act; Newfoundland and Labrador Occupational Health and Safety Act and Occupational Health and Safety Regulations, 2012; Nova Scotia Occupational Health and Safety Act and the Violence in the Workplace Regulations; Ontario Occupational Health and Safety Act; Prince Edward Island Occupational Health and Safety Act and the Workplace Harassment Regulations; and Saskatchewan The Occupational Health and Safety Regulations, 2020.
“Human Rights Legislation” means, collectively, the following human rights legislation: the Alberta Human Rights Act; British Columbia Human Rights Code; Manitoba The Human Rights Code; New Brunswick Human Rights Act; Newfoundland and Labrador Human Rights Act, 2010; Nova Scotia Human Rights Act; Ontario Human Rights Code; Prince Edward Island Human Rights Act; and Saskatchewan The Saskatchewan Human Rights Code, 2018.