Code of Ethics
Wesdome Gold Mines Ltd.
Code of Ethics
(Approved 11 October 2006)
1. Purpose
This Code of Ethics (“Code”) is intended to document the conduct and ethics to be followed by Wesdome Gold Mines Ltd. (“Wesdome Gold Mines”) employees, officers and directors. Its purpose is to:
(a) Promote honest and ethical conduct among all employees of Wesdome Gold Mines;
(b) Promote avoidance of conflicts of interest,
(c) Promote full, accurate, timely and understandable disclosure in reports and documents that Wesdome Gold Mines files with, or submits to, the securities regulators and in other public communications made by Wesdome Gold Mines;
(d) Promote compliance with applicable governmental laws, rules and regulations;
(e) Promote the prompt internal reporting to an appropriate person of violations of this Code;
(f) Promote accountability for adherence to this Code;
(g) Provide guidance to employees, officers and directors to help them recognize and deal with ethical issues;
(h) Provide mechanisms to report unethical conduct; and
(i) Help foster in Wesdome Gold Mines a culture of honesty and accountability.
Wesdome Gold Mines will expect all its employees, officers and directors to comply and act in accordance, at all times, with the principles stated above and the more detailed provisions provided hereinafter. Violations of this Code by an employee or officer or director are grounds for disciplinary action up to and including, but without limitation, immediate termination of employment or directorship.
2. Ethics in the Workplace
a) A Nondiscriminatory Environment
Wesdome Gold Mines fosters a work environment in which all individuals are treated with respect and dignity. Wesdome Gold Mines is an equal opportunity employer and does not, as an organization permit employees or directors to discriminate against employees, officers, directors or potential employees, officers or directors on the basis of race, colour, religion, sex, national origin, age, sexual orientation or disability or any other category protected by Canadian federal and provincial laws and regulations. Wesdome Gold Mines will make reasonable accommodations for its employees in compliance with applicable laws and regulations.
b) Harassment-Free Workplace
Wesdome Gold Mines will not tolerate any harassment of its employees, contractors or suppliers in any form. Detailed information regarding Harassment can be found in Wesdome Gold Mines Ltd.’s “Harassment Policy.”
Further, sexual harassment is illegal and all employees, officers and directors are prohibited from engaging in any form of sexually harassing behavior. Sexual harassment means unwelcome sexual conduct, either visual, verbal or physical, and may include, but is not limited to, unwanted sexual advances, unwanted touching and suggestive touching, suggestions and displaying sexually suggestive visual materials.
c) Substance Abuse
Wesdome Gold Mines is committed to maintaining a safe and healthy work environment free of substance abuse. Employees, officers and directors are expected to perform their responsibilities in a professional manner and, to the degree that job performance or judgment may be hindered, be free from the effects of drugs and/or alcohol. Detailed information regarding tolerance and disciplinary procedures can be found in Wesdome Gold Mines’ “Alcohol and Drug Policy.”
d) Workplace Violence
The workplace must be free from violent behavior. Threatening, intimidating or aggressive behavior, as well as bullying, subjecting to ridicule or other similar behavior toward fellow employees or others in the workplace will not be tolerated.
e) Employment of Family Members
Employment of more than one family member at a Wesdome Gold Mines mine or office is permissible but the direct supervision of one family member by another is not permitted unless otherwise authorized by President or Vice-President, Operations. Except for summer and co-op students, indirect supervision of a family member by another is also discouraged and requires the prior approval of the Vice President, Operations or President.
3. Environment, Health and Safety
a) Environment
Wesdome Gold Mines is committed to sound environmental management. It is the intent of Wesdome Gold Mines to conduct itself in partnership with the environment and community at large as a responsible and caring corporate citizen. Wesdome Gold Mines is committed to managing all phases of its business in a manner that minimizes any adverse effects of its operations on the environment. Further information regarding the environment can be found in Wesdome Gold Mines Ltd.’s “Environmental Policy.”
b) Health and Safety
Wesdome Gold Mines is committed to providing a healthy and safe workplace in compliance with all applicable laws, rules and regulations. Employees must be aware of the safety issues and policies that affect their job, other employees and the community in general. Managers, upon learning of any circumstance affecting the health and safety of the workplace or the community, must act immediately to address the situation. Employees must immediately advise their managers of any workplace injury or any circumstance presenting a dangerous situation to them, other co-workers or the community in general, so that timely corrective action can be taken.
4. Third Party Relationships
a) Conflict of Interest
Employees, officers and directors are required to act with honesty and integrity and to avoid any relationship or activity that might create, or appear to create, a conflict between their personal interests and the interests of Wesdome Gold Mines. Employees must disclose promptly in writing possible conflicts of interest to their manager, or if the manager is involved in the conflict of interest, to the Vice President, Operations. Officers and directors should disclose, in writing, any perceived conflicts to the Audit Committee.
Conflicts of interest arise where an individual’s position or responsibilities with Wesdome Gold Mines present an opportunity for personal gain apart from the normal rewards of employment, officership or directorship, to the detriment of Wesdome Gold Mines. They also arise where a director’s, officer’s or employee’s personal interests are inconsistent with those of Wesdome Gold Mines and create conflicting loyalties. Such conflicting loyalties can cause a director, officer or employee to give preference to personal interests in situations where corporate responsibilities should come first. Directors, officers and employees shall perform the responsibilities of their positions on the basis of what is in the best interests of Wesdome Gold Mines and free from the influence of personal considerations and relationships.
b) Gifts and Entertainment
Employees, officers and directors or their immediate families shall not use their position with Wesdome Gold Mines to solicit any cash, gifts or free services from any Wesdome Gold Mines supplier or contractor for their or their immediate family's or friend’s personal benefit. Gifts or entertainment from others should not be accepted if they could be reasonably considered to be extravagant for the employee, officer or director who receives it, or otherwise improperly influence Wesdome Gold Mines' business relationship with or create an obligation to a supplier or contractor. The following are guidelines regarding gifts and entertainment:
(1) Nominal gifts and entertainment, such as logo items, pens, calendars, caps, shirts and mugs are acceptable.
(2) Reasonable invitations to business-related meetings, conventions, conferences or product training seminars may be accepted.
(3) Invitations to social, cultural or sporting events may be accepted if the cost is reasonable and your attendance serves a customary business purpose such as networking (e.g. meals, holiday parties and tickets).
(4) Invitations to golfing, fishing, sports events or similar trips that are usual and customary for your position within Wesdome Gold Mines and the industry and promote good working relationships with contractors and suppliers may be accepted provided, in the case of employees, they are approved in advance by your manager.
c) Supplier and Contractor Relationships
Wesdome Gold Mines selects its suppliers and contractors in a non-discriminatory manner based on the quality, price, service, delivery and supply of goods and services. Employee purchasing decisions must never be based on personal interests or the interests of family members or friends.
Employees should inform their managers, and officers and directors should inform the Audit Committee of any relationships that appear to create a conflict of interest.
d) Public Relations
Wesdome Gold Mines’ Chief Executive Officer is responsible for all public relations, including all contact with the media. Unless you are specifically authorized to represent Wesdome Gold Mines to the media, you may not respond to inquiries or requests for information. This includes newspapers, magazines, trade publications, radio and television as well as any other external sources requesting information about Wesdome Gold Mines. If the media contacts you about any topic, immediately refer the call to one of the above individuals.
Employees must be careful not to disclose confidential, personal or business information through public or casual discussions to the media or others.
e) Directorships
Employees of Wesdome Gold Mines shall not act as directors or officers of any other corporate entity or organization, public or private, without the prior written approval of the President & CEO. Directorships or officerships with such entities will not be authorized unless they are considered to be in the best interest of Wesdome Gold Mines. The President may provide authorizations for directorships that are necessary for business purposes or for directorships with charitable organizations or other entities that will further Wesdome Gold Mines’ profile in the community.
5. Legal Compliance
a) Compliance with Laws, Rules and Regulations
Employees, officers, and directors are expected to comply in good faith at all times with all applicable laws, rules and regulations.
Employees, officers, and directors must cooperate fully with those responsible for preparing reports filed with the securities regulatory authorities and all other materials that are made available to the investing public to ensure those persons are aware in a timely manner of all information that is required to be disclosed. Employees, officers and directors should also cooperate fully with the independent auditors in their audits and in assisting in the preparation of financial disclosure.
Senior officers of Wesdome Gold Mines must comply with the Wesdome Gold Mines Procedures on Timely Disclosure of Material Information and provide full, fair, accurate, understandable and timely disclosure in reports and documents filed with, or submitted to, securities regulatory authorities and other materials that are made available to the investing public.
b) Internal Control
Internal control procedures are important to maintaining and preserving the well being of both employees and Wesdome Gold Mines. Please realize that inappropriate management override of established internal control procedures is strictly prohibited. Any employee or officer found overriding existing internal control procedures will be subject to immediate disciplinary actions up to and including dismissal.
6. Information and Records
a) Confidential and Proprietary Information
Employees, officers and directors may be exposed to certain information that is considered confidential by Wesdome Gold Mines, or may be involved in the design or development of new procedures related to the business of Wesdome Gold Mines. Employees shall not disclose confidential information to persons outside Wesdome Gold Mines. Employees, officers and directors are responsible and accountable for safeguarding Wesdome Gold Mines documents and information to which they have direct or indirect access as a result of their employment, officership or directorship with Wesdome Gold Mines Mines.
b) Financial Reporting and Records
Wesdome Gold Mines maintains a high standard of accuracy and completeness in its financial records. These records serve as a basis for managing our business and are crucial for meeting obligations to employees, investors and others, as well as for compliance with regulatory, tax, financial reporting and other legal requirements. Employees, officers, and directors who make entries into business records or who issue regulatory or financial reports, have a responsibility and duty to fairly present all information in a truthful, accurate and timely manner. No employee, officer or director shall exert any influence over, coerce, mislead or in any way manipulate or attempt to manipulate the independent auditors of Wesdome Gold Mines.
c) Record Retention
Wesdome Gold Mines maintains all records in accordance with laws and regulations regarding retention of business records. The term "business records" covers a broad range of files, reports, business plans, receipts, policies and communications, including hard copy and electronic. Wesdome Gold Mines prohibits the unauthorized destruction of or tampering with any records, whether written or in electronic form, where Wesdome Gold Mines is required by law or government regulation to maintain such records or where it has reason to know of a threatened or pending government investigation or litigation relating to such records.
7. Wesdome Gold Mines’ Assets
a) Use of Wesdome Gold Mines’ Property
The use of Wesdome Gold Mines property for individual profit or any unlawful unauthorized personal or unethical purpose is prohibited. Wesdome Gold Mines’ information, technology, intellectual property, buildings, land, equipment and software must be used only for business purposes.
b) Destruction of Property and Theft
Employees, officers and directors shall not intentionally damage or destroy the property of Wesdome Gold Mines and others or commit theft. For further information regarding the theft of precious metals please refer to “Policy on the Possession of Precious Metals.”
c) Information Technology
Wesdome Gold Mines’ information technology systems, including computers, e-mail and internet access, telephones and voice mail are the property of Wesdome Gold Mines and are to be used primarily for business purposes. Wesdome Gold Mines information technology systems may be used for minor or incidental personal messages provided that such use is kept at a minimum and is in compliance with Wesdome Gold Mines policy.
Employees, officers and directors may not use Wesdome Gold Mines’ information technology systems to:
(1) Allow others to gain access to Wesdome Gold Mines’ information technology systems through the use of your password or other security codes;
(2) Send harassing, threatening or obscene messages;
(3) Send chain letters;
(4) Access the internet for inappropriate use;
(5) Send copyrighted documents that are not authorized for reproduction;
(6) Make personal or group solicitations unless authorized by a senior officer; or
(7) To conduct personal commercial business.
Wesdome Gold Mines may monitor the use of its information technology systems.
USING THIS CODE AND REPORTING VIOLATIONS
It is the responsibility of all employees, officers and directors to understand and comply with this Code of Ethics.
If you observe or become aware of an actual or potential violation of this Code of Ethics or of any law or regulation, whether committed by Wesdome Gold Mines employees or by others associated with Wesdome Gold Mines, it is your responsibility to report the circumstances as outlined herein and to cooperate with any investigation by Wesdome Gold Mines. This Code of Ethics is designed to provide an atmosphere of open communication for compliance issues and to ensure that employees acting in good faith have the means to report actual or potential violations.
For assistance with compliance matters and to report actual or potential compliance infractions, employees should contact their manager who will inform the Vice President, Corporate Development. If your manager is unable to resolve the issue or if you are uncomfortable discussing the issue with your manager, you should seek assistance from the Vice President, Corporate Development or the President. You may also submit reports of violations to this Code in writing on a confidential basis to the Chairman of the Audit Committee in an envelope labeled with a legend such as “To be opened by the Audit Committee only, being submitted pursuant to the Code of Ethics”. Employees may submit such confidential envelopes directly or via the Vice-President, Corporate Development who shall pass it on forthwith to the Chairman of the Audit Committee. Direct submissions should be sent to:
Chairman of the Audit Committee
c/o Wesdome Gold Mines Ltd.
8 King St. E, Suite 1305
Toronto, ON, M5C-1B5
Officers and directors who become aware of any violation to this Code would promptly report them to the Chairman of the Audit Committee openly or confidentially (in the manner described above).
Following the receipt of any complaints submitted hereunder, the Vice President, Corporate Development or the Audit Committee (as the case may be) will investigate each matter so reported and take corrective disciplinary actions, if appropriate, up to and including termination of employment.
There will be no reprisals against employees, officers and directors for good faith reporting of compliance concerns or violations.
The Vice President, Corporate Development and the Audit Committee will confidentially retain any complaints received hereunder for a period of seven years.