This Code of Conduct applies to directors, officers, contractors, consultants and employees of Damara Gold Corp. and our subsidiaries worldwide and reflects our commitment to the culture of honesty, integrity and accountability that permeates all we do.
Damara Gold requires high standards of professional and ethical conduct from our people and realizes that our reputation for honesty, integrity and accountability is crucial for the success of our business.
Our day to day operations will be sensitive to the economic and social conditions of each jurisdiction in which we operate and we must demonstrate honesty, integrity and accountability in all that we do.
Compliance with Statutes and Regulations
Directors, officers, contractors, consultants and employees have a responsibility to meet and exceed the standards as contemplated in the laws and regulations of the countries in which we operate. Damara Gold expects that our people will comply with both the letter and the spirit of the laws and regulations that govern our activities and avoid any appearance of impropriety. Those who fail to comply with this Code and applicable laws will be subject to disciplinary measures, up to and including dismissal from the Company.
Directors, officers, contractors, consultants and employees will conduct themselves in such a manner as to give demonstrable evidence our commitment to diversity and equal opportunity in all aspects of employment regardless of racial or ethnic origin, gender, sexual orientation, disability and age.
Corrupt Payments to Domestic and Foreign Officials
Directors, officers, contractors, consultants and employees must comply with all applicable laws which prohibit improper payments to domestic and foreign officials as contemplated in the Corruption of Foreign Public Officials Act (R.S.C.)
It is illegal for any person, in order to obtain or retain an advantage in the course of business, directly or indirectly, to offer or agree to give or offer a loan, reward, advantage or benefit of any kind to a foreign public official or to any person for the benefit of a public official. Foreign public officials include persons holding a legislative, administrative or judicial position of a foreign state, persons who perform public duties or functions for a foreign state (such as persons employed by board, commissions or government corporations), officials and agents of international organizations, foreign political parties and candidates for office.
Although "facilitated payments" or certain other transactions may be exempted or not illegal under applicable law, the Company's policy is to avoid them. If any employee or officer has any questions about the application of this policy to a particular situation, please report to the President and Chief Operating Officer who, with the advice of counsel as necessary, will determine acceptability from both a legal and a corporate policy point of view, and any appropriate accounting treatment and disclosures which are applicable to the particular situation.
Violation of the Corruption of Foreign Public Officials Act (R.S.C. 199, C. 34.) is a criminal offence which may subject the Company to substantial fines and penalties and directors, officers, contractors, consultants and employees acting on behalf of the Company to imprisonment and fines.
Violation of this policy may result in disciplinary actions up to and including discharge from the Company.
Compliance with Environmental Laws
Directors, officers, contractors, consultants and employees need to remain sensitive to the environmental, health and safety consequences of its operations. Accordingly, the Company's policy is to comply with all applicable environmental laws and regulations within all jurisdictions in which it operates. If any employee has any doubt as to the applicability or meaning of a particular environmental, health or safety regulation, he or she should immediately discuss the matter with his or her supervisor or with a member of the Company's senior management.
Directors, officers, contractors, consultants and employees of the Company must preserve and protect the confidentiality of information entrusted to them by the Company or that otherwise comes into their possession in the course of their employment, except when disclosure is expressly authorized or permitted by law.
The obligation to preserve confidential information continues even after you leave the Company. The Company's Corporate Disclosure, Confidentiality and Securities Trading Policy sets forth certain specific obligations in respect of confidentiality.
Confidential information includes all non-public information that may be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us.
Protection and Proper Use of Company Assets
Directors, officers, contractors, consultants and employees should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability.
Any suspected incidents of fraud or theft should be immediately reported to an individual's supervisor or to a member of senior management for investigation.
Company assets such as money, equipment, databases and computers may only be used for legitimate business purposes or other purposes expressly approved by management.
The obligation to protect Company assets includes proprietary information: that which is not generally known to the public or would be harmful to the interests of the Company or helpful to our competitors.
Examples of proprietary information are intellectual property, business and marketing plans and employee information.
The obligation to preserve proprietary information continues even after you leave the Company.
Conflicts of Interest
Directors, officers, contractors, consultants and employees must remain aware of potential conflicts of interest.
A conflict of interest occurs when an individual's private interest interferes with r appears to interfere with the interests of the Company.
A conflict of interest could arise where an individual receives a direct or indirect benefit, causes a direct or indirect benefit to be made available a third party that is inconsistent with the interests of the Company or where a member of an individual's immediate family receives a personal benefits as a result of his or her position in the Company.
Any activity that could give rise to a real or perceived conflict of interest are prohibited unless specifically approved in advance by the President and Chief Operating Officer.
Where a conflict involves a Board member (i.e. where a Board member has an interest in a material contract or material transaction involving the Company), the Board member involved will be required to disclose his or her interest to the Board and refrain from voting on any matter in which he or she is so conflicted.
Any potential conflicts of interest should be reported immediately to a member of senior management who is independent of the potential conflict and who will assess the issue with the advice of legal counsel.
For unresolved conflicts involving any employee or where a member of senior management or a board member is involved in the conflict, the issue should be referred to the Board of Directors.
Directors, officers, contractors, consultants and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises and are prohibited from taking advantage of personal opportunities that arise through the use of corporate property, information or position and from using corporate property, information or position for personal gain, except where the Company has elected not to avail itself of the opportunity and has specifically authorized the individual to act in his own interests.
If there are any doubts whether the activity being contemplated violates this requirement the person involved must refer the issue to a member of senior management who will assess the issue with the advice of legal counsel.
Directors, officers, contractors, consultants and employees are not allowed to trade in securities of any company while in possession of material non-public information regarding that company.
This prohibition includes Damara Gold or any other company with which we do business.
It is also illegal to provide "inside" information to any other person who might make an investment decision based on that information or pass the information on further.
The Company's Corporate Disclosure, Confidentiality and Securities Trading Policy sets out your obligations in respect of trading in the Company's securities.
Directors, officers, contractors, consultants and employees should endeavor to deal fairly with the Company's customers, suppliers, competitors and the other employees of the Company. No one at the Company should take unfair advantage of anyone through illegal conduct, concealment, manipulation, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
Occupational Health and Safety
Directors, officers, contractors, consultants and employees are all responsible for maintaining a safe workplace by following safety and health rules and practices. Damara Gold is committed to keeping its workplaces free from hazards.
Accidents, injuries, unsafe equipment, practices or conditions shall be reported immediately to
a supervisor or other designated person. Employees are expected to report to work free from the influence of any intoxicating substance that could prevent them from performing their work in a safe and effective manner.
Directors, officers, contractors, consultants and employees are permitted incidental and occasional personal use of company telephone, e-mail and internet services but prohibited from using such services for personal gain or any improper purpose.
Access, transmission and downloading of any information that could be insulting or offensive to another person, such as sexually explicit messages, ethnic or racial slurs, or messages that could be viewed as harassment is expressly prohibited.
Telephone, e-mail and internet systems and electronic data contained therein are the property of the Company and there is no expectation of privacy for those who use these systems. Damara Gold reserves the right to access and disclose information contained on information technology systems as necessary for business purposes.
Violation of information technology policies may result in disciplinary actions up to and including discharge from the Company.
Directors, officers, contractors, consultants and employees may offer small gifts and hospitality to build good will and foster relationships with business partners. These courtesies include such things as meals and beverages, tickets to sporting or cultural events, travel, accommodation and other merchandise or services. In some cultures such gestures play an important role in business relationships.
We must guard against the extension of hospitality which compromises or appears to compromise our ability to make fair and objective business decisions. Offering or receiving any gift, gratuity or entertainment that influences or might be perceived to unfairly influence a business or governmental relationship should be avoided.
The value of any gifts should be nominal, both with respect to frequency and amount. Gifts that are repetitive (no matter how small) may be perceived as an attempt to create an obligation and are therefore inappropriate. Likewise, business entertainment should be moderately scaled and intended only to facilitate business goals.
If you are having difficulty determining whether a specific gift or entertainment item lies within the bounds of acceptable business practice, consult your supervisor or a member of senior management and ask yourself whether or not the gift or item is legal, business related, moderate and reasonable, whether or not public disclosures would embarrass the Company, and whether or not there is any pressure to reciprocate or grant special favors.
Hospitality in excess of a value of $ 200.00 in any one instance must be preapproved by the President and Chief Operating Officer.
This Code cannot, and is not intended to, address all of the situations you may encounter. There will be occasions where you are confronted by circumstances not covered by policy or procedure and where you must make a judgment as to the appropriate course of action. In those circumstances or if you have any questions concerning your obligations under this Code we encourage you to use your common sense, and to contact your supervisor or a member of senior management for guidance.
If you fail to comply with this Code or applicable laws, rules or regulations you will be subject to disciplinary measures, up to and including discharge the Company. Violations of this Code may also constitute violations of law and may result in civil or criminal penalties for you, your supervisors and/or the Company.
You are expected to report all violations of this Code promptly to your supervisor or to the President and Chief Operating Officer or such other senior officer of the Company who may be designated from time to time.
You may choose to remain anonymous in reporting any possible violation of this Code, and all reports will remain confidential.