Director Code of Ethics Each Director owes The Churchill Corporation (“Churchill”) a fiduciary duty, including the obligation to act honestly and in good faith with a view to the best interests of Churchill. This Director Code of Ethics (the “Code”) outlines a framework of guiding principles for Directors. As with any statement of policy, the exercise of judgement is required in determining applicability of these principles to each individual situation. Conflict of Interest Directors shall avoid situations that may result in a conflict or perceived conflict between their personal interests and the interest of Churchill and shall avoid situations where their actions as Directors are influenced or perceived to be influenced by their personal interests. In general, a conflict of interest exists for Directors who use their position with Churchill to benefit other parties, specifically themselves, friends or families. Full disclosure enables Directors to resolve unclear situations and provides an opportunity to dispose of conflicting interests before any difficulty arises. If the Board is making decisions that could give rise to a conflict of interest with respect to a particular Director then that Director shall disclose his conflict, withdraw from the deliberations altogether and shall not vote on any motion pertaining to the issue. Compliance with Law Each Director must at all times comply fully with applicable law and should avoid any situation which could be perceived as improper, unethical or indicate a casual attitude towards compliance with the law. Directors are expected to be sufficiently familiar with legislation that applies to their directorship and shall recognize potential liabilities, seeking legal advice where appropriate. Outside Business Interests No Director may hold a significant financial interest, either directly or through a relative or associate, or hold or accept a position as an officer or director in an organization in a relationship with Churchill, where by virtue of his or her position in Churchill the Director could in any way benefit the other organization by influencing the purchasing, selling or other decisions of Churchill, unless that interest has been fully disclosed in The Churchill Corporation Director Code of Ethics writing to the Board of Directors (the “Board”). A “significant financial interest” in this context is any interest substantial enough that decisions of Churchill could result in a material gain for the Director. Confidential Information and Securities Trading Each Director must comply with Churchill’s Policy Regarding Disclosure and Confidentiality. Each Director must comply with Churchill’s Policy Regarding Insider Trading and Reporting. Entertainment, Gifts and Favours Directors may not offer or solicit gifts or favours in order to secure preferential treatment for themselves or Churchill. Gifts and entertainment may only be accepted or offered by a Director in the normal exchanges common to established business relationships and shall not exceed a nominal value. An exchange of such gifts shall not create a sense of obligation. Non-Profit, Charitable and Professional Associations Churchill supports its Directors who contribute to their communities through involvement with charitable, community service and professional organizations. If Directors use Churchill resources for such activities they should only do so with the prior consent of the Chairman of the Board. A Director should ensure that he or she is seen as speaking for such organization as an individual and not as a Director or spokesperson of Churchill. Directors should not make commitments for charitable contributions on behalf of Churchill without the prior consent of the Chairman of the Board and in all circumstances must comply with the Churchill Policy on Charitable Donations. Use of Churchill Property If Directors make use of Churchill property or resources for their own personal benefit or purposes, they should only do so with the prior consent of the Chairman of the Board. Political Participation Directors engaging in the political process must take care to separate their personal activities from their association with Churchill. Disclosure Each individual being considered for nomination as a Director of Churchill must disclose to the Governance and Nominating Committee all interests and relationships of which the Director is aware at the time of consideration, which may give rise to a conflict of interest. If such an interest or relationship should arise while the individual is a Director, the individual shall make immediate disclosure of all relevant facts to the Chairman of the Board. Disclosure may cure a conflict of interest or allow Churchill to appropriately avoid a potential conflict. However, a conflict may be so severe as to only be resolved by the Director’s resignation from one or both of the conflicting positions. Each Director agrees that if the Board determines a potential conflict cannot be cured, the Director will resign from the Board. Responsibility Each Director must adhere to the standards described in the Code. Any Director who knows or suspects any illegal or unethical behaviour or a breach of the Code must report it to the Chairman of the Board. Each Director shall review the Code and shall sign and deliver to the Chairman of the Board a copy of the declaration following. Violation The Chairman of the Board shall be responsible to monitor compliance with the Code. The Chairman may delegate the responsibility to monitor compliance to any other director of the Corporation. If the Board determines that a Director has breached the Code, the Board may sanction the Director, including asking for the Director’s resignation. Each Director agrees that when the Board determines that the Director has violated the Code and requests the Director’s resignation, the Director shall resign as a member of the Board. Clarification A Director should seek clarification of the Code, where necessary, from the Chairman of the Board.