This Code of Business Conduct and Ethics (the “Code) has been adopted by the Board of Directors of Mayo Gold Explorations Ltd. This Code embodies the commitment of Mayo Gold Explorations Ltd. and its subsidiaries (collectively referred to as “Mayo Gold) to conduct its business in accordance with all applicable laws, rules and regulations and high ethical standards. This Code applies to every Mayo Gold employee, including the Chief Executive Officer and other senior executive and financial officers, as well as to members of our Board of Directors.
Each employee and director should also read and be familiar with the portions of Mayo Gold’s Disclosure Policy, Insider Trading Policy, Policy on Doing Business Abroad, Safety and Occupational Health Policy Statement, Environmental Policy Statement, and with the policies of his or her particular business unit (the “Supplemental Policies), applicable to such employee or director, which Supplemental Policies are not part of this Code.
Mayo Gold expects you to act in full compliance with the policies set forth in this Code and in a manner consistent with high ethical standards. Failure to observe these policies may subject you to disciplinary action by Mayo Gold, up to and including termination. Furthermore, violations of this Code may also be violations of the law and may result in civil or criminal penalties for you, your supervisors and/or Mayo Gold.
Index
A. Compliance and Reporting
Mayo Gold expects employees and directors to take all responsible steps to prevent violations of this Code, to identify and raise potential issues before they lead to problems, and to seek additional guidance whenever necessary. If you have any questions regarding the best course of action in a particular situation, or if you suspect a possible violation of a law, regulation or this Code, you should promptly contact the General Counsel or any Mayo Gold in-house legal counsel.
If your concerns relate to the conduct of the President or any other senior executive or financial officer, you may also report your concerns to the Corporate Governance Nominating Committee or any other member of the Board of Directors. In the case of accounting, internal accounting controls or audit matters, you should promptly contact the General Counsel. The General Counsel will communicate these concerns to the Audit Committee of the Board of Directors.
Every reasonable effort will be made to ensure the confidentiality of those furnishing information. If you prefer to report an allegation anonymously, you must provide enough information about the incident or situation to allow Mayo Gold to investigate properly. If you raise an ethical issue and you do not believe the issue has been addressed, you should raise it with any other of the contacts listed above.
We encourage you to raise possible ethical issues and will not tolerate retaliatory action against any individual for raising concerns or questions regarding ethical matters or for reporting suspected violations in good faith.
B. Standards of ConductIndex
- Conflicts of Interest
- Public Disclosure
- Compilance with law’s, Rules and regulations
- Corporate Oportunities
- Protection and Propper Use of Company Assets
- Confidentiality
- Fair Dealing
- Employee Harassment and Discrimination
- Environmental, Safety, and Occupational Health Practices
1. Conflicts of Interest
All employees and directors have an obligation to act in the best interests of Mayo Gold. A “conflict of interest occurs when an individual’s private interest improperly interferes, or appears to interfere, with the interests of Mayo Gold. A conflict can arise when an employee or director takes actions or has private interests that may make it difficult to perform his or her company work objectively and effectively. Conflicts of interest may cause an employee or director to make decisions based on personal gain rather than in the best interests of Mayo Gold.
Employees and directors should avoid conflicts of interest. In particular, you may not use or attempt to use your position at Mayo Gold to obtain any improper personal benefit for yourself.
Mayo Gold respects the right of employees and directors to take part in financial, business, and other activities outside their jobs. These activities, however, must be free of conflict with your responsibilities as Mayo Gold employees and directors. Mayo Gold employees and directors must not serve as directors or officers of, or work as employees or consultants for, a competitor or an actual or potential business partner of Mayo Gold without prior approval of the President or the General Counsel.
Mayo Gold employees and directors may not invest or trade in shares of a competitor or an actual or potential business partner of Mayo Gold where such investment or trading may appear or tend to influence business decisions or compromise independent judgment. This prohibition does not apply to shares of a publicly traded company where such investment or trading relates to less than five percent of its issued shares. However, investing or trading in Mayo Gold’s competitors or business partners remains subject to applicable laws and regulations regarding insider trading, including prohibitions against trading when in possession of material non-public information regarding such companies, whether such information is gained in the course of employment with Mayo Gold or otherwise.
Acceptance by an employee or director (or a member of his or her immediate family) of gifts or entertainment of value, that may influence business decisions or compromise independent judgment, is prohibited.
If a conflict of interest exists, and there is no failure of good faith on the part of the employee or director, Mayo Gold’s policy generally will be to allow a reasonable amount of time for the employee or director to correct the situation in order to prevent undue hardship or loss. However, all decisions in this regard will be at the discretion of the President or General Counsel, whose primary concern in exercising such discretion will be the best interests of Mayo Gold.
If you are aware of a material transaction or relationship (including those involving family members) that could reasonably be expected to give rise to a conflict of interest, you should discuss the matter promptly with the General Counsel or any Mayo Gold in-house legal counsel.
2. Public Disclosure
Mayo Gold is committed to providing timely, factual and accurate disclosure of material information about Mayo Gold to its shareholders, the financial community and the public, including Mayo Gold’s filings with securities regulatory authorities. Mayo Gold’s policy governing public disclosure is set forth in Mayo Gold’s Disclosure Policy. Employees and directors involved in the company’s disclosure process are responsible for acting in furtherance of such policy, and it is important that you thoroughly understand and comply with such policy.
3. Compliance with Laws, Rules and Regulations
Mayo Gold is committed to compliance with all applicable laws, rules, and regulations in each jurisdiction in which it does business. All employees and directors are expected to adhere to standards and restrictions imposed by those laws, rules, and regulations. Employees and directors should educate themselves on the laws, rules, and regulations that govern their work and should seek the assistance of the General Counsel or any Mayo Gold in-house legal counsel when necessary or appropriate.
Mayo Gold and its employees and directors are subject to laws and regulations regarding insider trading. Generally, Canadian and United States securities laws prohibit trading in securities (including equity securities, convertible securities, options, bonds, and any stock index containing the security) of any company while in possession of material, non-public information regarding such company. This prohibition applies to Mayo Gold securities as well as to the securities of other companies. Mayo Gold has adopted an Insider Trading Policy in order to prevent improper trading in securities of Mayo Gold and the improper communication of undisclosed material information regarding Mayo Gold. It is important that you thoroughly understand and comply with such policy.
It is Mayo Gold’s policy that neither Mayo Gold nor its employees or directors shall pay, offer to pay, or promise to give anything of value, directly or indirectly, to any government official for the purpose of influencing an official act or decision related to retaining or obtaining business or directing business to any person. Mayo Gold may encounter particular pressure to make such payments in countries where extraordinary competition exists for mining opportunities and should be particularly vigilant not to be tempted by assertions that such practices are common or condoned in that country. Examples of situations that may constitute making improper payments to government officials include giving gifts, paying tips or other monetary amounts not required by law, providing entertainment, and sponsoring government travel. For additional guidance on such matters, refer to Mayo Gold’s Policy on Doing Business Abroad. If you are not certain that a conduct or proposed conduct is appropriate under such policy, you should discuss the matter promptly with the General Counsel or any Mayo Gold in-house legal counsel.
4. Corporate Opportunities
You owe a duty to Mayo Gold to advance its legitimate interests. Employees and directors are prohibited from (a) taking for themselves, personal opportunities that are discovered through the use of corporate property, information or position, unless Mayo Gold has already been offered the opportunity and declined it; (b) using corporate property, information, or position for personal gain; and (c) competing with Mayo Gold.
5. Protection and Proper Use of Company Assets
All employees and directors should protect Mayo Gold’s assets and ensure their efficient use. Mayo Gold’s assets must be protected from loss, damage, theft, misuse, and waste. Company assets include your time at work and work product, as well as Mayo Gold’s equipment and vehicles, computers and software, trading and bank accounts, company information and Mayo Gold’s reputation, trademarks and name. Mayo Gold’s telephone, email, voicemail and other electronic systems are primarily for business purposes. Personal communications using these systems should be kept to a minimum. Employees and directors should exercise prudence in incurring and approving business expenses, work to minimize such expenses and to ensure that such expenses are reasonable and serve Mayo Gold’s business interests.
6. Confidentiality
Employees and directors should maintain all confidential information in strict confidence, except when disclosure is authorized by Mayo Gold or legally mandated. Confidential information includes, among other things, any non-public information concerning Mayo Gold, including its business, financial performance, results or prospects, and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed. Your obligation to safeguard Mayo Gold’s confidential information continues after your employment with Mayo Gold ends. Mayo Gold’s policy on maintaining confidentiality is set forth in the Mayo Gold Disclosure Policy.
7. Fair Dealing
Each employee and director should endeavor to deal fairly with Mayo Gold’s counterparts, suppliers, competitors and employees. No employee or director may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
8. Employee Harassment or Discrimination
Mayo Gold is committed to fair employment practices and a workplace in which all individuals are treated with dignity and respect. We do not tolerate or condone any type of discrimination prohibited by law. Mayo Gold expects all relationships among persons in the workplace to be professional and free of bias and harassment.
9. Environmental, Safety, and Occupational Health Practices
Mayo Gold believes that sound environmental, safety, and occupational health management practices are in the best interests of its business, its employees, its shareholders, and the communities in which it operates. Mayo Gold is committed to conducting its business in accordance with recognized industry standards and to meeting or exceeding all applicable environmental and occupational health and safety laws and regulations. Achieving this goal is the responsibility of all employees and directors.
Mayo Gold’s safety and occupational health policy is set forth in the Mayo Gold Safety and Occupational Health Policy Statement, and our environmental policy is set forth in the Mayo Gold Environmental Policy Statement.
C. Waivers of this Code
From time to time, Mayo Gold may waive certain provisions of this Code. Waivers generally may be granted only by the General Counsel or the President. However, any waiver of the provisions of this Code for directors and executive officers, including the President, Vice President of Exploration, and Principal Accounting Officer, may be made only by the Board of Directors or a Committee of the Board and will be disclosed to shareholders as required by applicable rules and regulations.
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