CORPORATE GOVERNANCE

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Code of Business Conduct and Ethics

General

To all directors, officers, employees, consultants and agents (collectively, “AEX Personnel”) of AEX Gold Inc. and its subsidiaries (collectively, the “Corporation”):

It is the policy of the Corporation that all of our activities should be conducted with the highest standards of fairness, honesty and integrity and in compliance with all legal and regulatory requirements. In varying degrees, as AEX Personnel, you represent the Corporation in your dealings with others, whether they be other AEX Personnel, suppliers, competitors, governments or the general public.

The Corporation expects each of you as directors, officers (including the President and Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”)), employees, consultants and agents of the Corporation to conduct your dealings on behalf of the Corporation in accordance with this policy. So that there can be no doubt as to what is expected of each of you in this regard, the board of directors of the Corporation has endorsed this Code of Business Conduct and Ethics (the “Code”) which is to be followed by all AEX Personnel.

 

Summary Of Code Of Business Conduct And Ethics

The following list summarizes your obligations under the Code. Each of these items is described in greater detail below.

  1. Protect the Corporation’s assets, and use them properly and with care for the benefit of the Corporation, and not for personal use.

  2. Protect the confidentiality of the Corporation’s “undisclosed information”.

  3. Do not trade in the Corporation’s securities or any other entity’s securities if you possess “undisclosed material information”.

  4. Use email, the internet, telephone and other forms of communication provided by the Corporation appropriately, which means primarily for business-related purposes.

  5. Do not speak on behalf of the Corporation unless authorized to do so.

  6. Avoid situations in which your personal interests conflict or might conflict or might appear to conflict with the interests of the Corporation.

  7. Do not offer excessive or inappropriate gifts or other benefits to persons, including public officials and political parties, that might influence or be perceived as influencing a business decision.

  8. Do not accept excessive or inappropriate gifts or other benefits from persons doing or seeking to do business with the Corporation.

  9. On or before joining the board of another entity, consider whether you have a conflict of interest and advise and obtain the consent of the Chair of the Board or the CEO.

  10. Do not take personal opportunities discovered through the use of property or information of the Corporation or through your role with the Corporation.

  11. Maintain complete and accurate books and records of the Corporation.

  12. Provide accurate, fair and timely public disclosure.

  13. Be committed to the prevention of workplace discrimination and harassment.

  14. Be committed to ensuring the health and safety of fellow Alopex Personnel.

  15. Know and comply with all laws, rules and regulations applicable to your position.

  16. Compete and deal fairly with the Corporation’s suppliers, competitors, consultants and employees.

 

Explanation Of The Code

The Code prescribes the minimum moral and ethical standards of conduct required of all Alopex Personnel. Because any illegal or unethical action, or the appearance of misconduct or impropriety by anyone acting on the Corporation’s behalf is unacceptable, the Code must also be followed by the Corporation’s agents and representatives, including contractors.

An explanation of each of the rules is set forth below. You should also refer to the Corporation’s other policies, including its Disclosure and Insider Trading Policy and Integrity Program, which supplement and are in addition to this Code. Alopex Personnel, other than directors and officers, who have questions regarding the application of any rule or about the best course of action in a particular situation, should seek guidance from the CEO. Officers and directors should seek guidance from the Chair of the Corporation’s Compensation & Corporate Governance Committee (the “CCG Committee”) who shall consult with, as appropriate, outside legal counsel and any expert advisors as deemed necessary. Violations of the Code can have severe consequences and will result in the appropriate discipline being taken, up to and including discharge where warranted by the circumstances and could not result in civil or even criminal penalties. Where appropriate, a matter may be referred to the appropriate authorities.

Business Ethics And Practices

1. Protecting Corporation Assets and Resources

Protect the Corporation’s assets, and use them properly and with care for the benefit of the Corporation, and not for personal use.

We all have a responsibility to protect and safeguard the Corporation’s assets from loss, theft, misuse and waste. All assets of the Corporation should be used for legitimate business purposes only. Corporation equipment should not be used for non-Corporation business, though incidental personal use may be permitted. The Corporation’s property should never be used for personal gain, and you should not allow the Corporation’s property to be used for illegal activities. The Corporation’s property should not be taken out of the facilities unless necessary and authorized in connection with work for the Corporation.

The Corporation’s assets include all proprietary information, including intellectual property such as trade secrets, trademarks, and copyrights, as well as business, marketing and service plans, designs, databases, records, salary information, client records and information, rents, acquisition and divestiture opportunities, supplier information, any unpublished financial data and reports, as well as any information that suppliers and clients have entrusted to us.

Misappropriation of Corporation assets and the taking of Corporation property without permission are both breaches of your duty to the Corporation and may be an act of fraud against the Corporation, which could result in dismissal as well as civil or even criminal penalties. In addition, carelessness or waste of the Corporation’s assets may also be a breach of your duty to the Corporation and could result in dismissal. All proprietary information is to be delivered to the Corporation promptly after employment or appointment ceases, or at any time that the Corporation requests.

Any suspected incident of fraud or theft should be immediately reported for investigation.

2.  Confidential Information

Protect the confidentiality of the Corporation’s “undisclosed information”.

“Undisclosed information” is information that is not generally available to the investing public, either through a news release, disclosure to securityholders or widely reported media coverage. The circulation of rumours, or “talk on the street”, even if accurate, is not considered general disclosure to the public. The most common example of “undisclosed material information” is information about earnings or financial performance that has not yet been publicly disclosed. Information is considered to be generally disclosed if it has been disclosed in an annual report, annual information form, management information circular, news release or interim reports.

The Corporation’s undisclosed information must not be disclosed to anyone within or outside of the Corporation unless:

  1. the recipient is an officer, employee or director who needs this information to carry out his or her assigned responsibilities as an officer, employee or director of the Corporation,

  2. the recipient is other Alopex Personnel or an outsider who has been properly authorized by an officer of the Corporation to receive such information, or disclosure is authorized by the Corporation or is required by law or other regulations.

We also respect confidentiality of information regarding other businesses. If you learn of confidential information about another business in the course of your position, you should protect it the same way that you would protect confidential information about the Corporation. Data protection and privacy laws that affect the collection, use and transfer of personal information are rapidly changing areas of law, and you should consult with the CEO if you have any questions regarding appropriate uses of personal information.

Disclosure of confidential information can be harmful to the Corporation and could be the basis for legal action against the Corporation and/or the Alopex Personnel responsible for the disclosure. The obligation to keep certain information confidential applies both during appointment or employment with the Corporation, and after termination of appointment, or employment, including on retirement.

For more information you should refer to the Corporation’s Disclosure and Insider Trading Policy.

3. Securities Laws and Insider Trading

Do not trade in the Corporation’s securities or any other entity’s securities if you possess “undisclosed material information”.

If you have material information about the Corporation or about a company with which the Corporation does business that is not known to the investing public, you should not buy or sell securities of the Corporation or of that company, as applicable, until after the information has become public.

Information about an entity is “material”:

  1. if publicly known, results in or would reasonably be expected to result in a significant change in the market price or value of any securities of that entity; or

  2. if there is a substantial likelihood that a reasonable securityholder or investor would consider it important in making a decision to buy, sell or hold securities of that entity.

You are also prohibited from disclosing “undisclosed material information” about the Corporation to other people, such as relatives or friends, who may trade on the basis of the information. Securities laws also prohibit trades made on the basis of these “tips”. In addition, you may not, at any time, sell securities of the Corporation short or buy or sell call or put options in respect of securities of the Corporation.

You have received a summary of and you must regularly consult, the full text of the Corporation’s Disclosure and Insider Trading Policy.

4.  Policy Regarding E-Mail, the Internet, Telephones and other Forms of Communication

Use email, the internet, telephone and other forms of communication provided by the Corporation appropriately, which means primarily for business-related purposes.

We provide our employees and certain other Alopex Personnel with access to e-mail, the internet, telephones and other forms of communication for business purposes, and while we understand the need for limited and occasional use of these tools for personal purposes, this use should not be excessive or cause detriment to the Corporation. Internet use must be conducted in a professional manner. For example, accessing internet sites containing obscene or offensive material, or sending e-mails that are derogatory or harassing to another person or group of people or chain emails, is prohibited. In addition, all Alopex Personnel with network access must be vigilant to ensure that the network security is maintained.

5.  Media, Public and Governmental Inquiries

Do not speak on behalf of the Corporation unless you are authorized to do so.

As outlined in the Corporation’s Disclosure and Insider Trading Policy, only the Chair of the Board, the CEO and CFO are qualified as spokespersons to release information to the public. When members of the media, financial analysts or government authorities contact the Corporation to request information, the response can have far-reaching implications, including effects on the price of the Corporation’s securities and its ability to compete. When we provide information on the Corporation’s operational strategies or financial results, we must ensure both that the information is accurate and that it is an appropriate time to “go public” with that information.

In addition, we must comply with the requirements of securities regulators and stock exchanges about how and when we disclose information, and understand that there are strict consequences for doing so improperly.

If you receive a request for information from outside the Corporation, you must forward it to the CEO (or, if he or she is unavailable, the CFO) if you are not authorized to speak on behalf of the Corporation.

6. Conflicts of Interest

Avoid situations in which your personal interests conflict, might conflict or might appear to conflict with the interests of the Corporation.

As Alopex Personnel, we expect that you will act honestly, ethically, in good faith and in the best interests of the Corporation and its securityholders by avoiding conflicts of interest in your personal and professional relationships. The Corporation respects the right of Alopex Personnel to manage their personal affairs and investments and does not wish to intrude upon their personal lives. At the same time, Alopex Personnel when acting in their capacities as Alopex Personnel of the Corporation must act in the best interests of the Corporation and its securityholders.

A conflict situation can arise when Alopex Personnel take actions or have interests that may make it difficult to perform their Corporation work objectively and effectively. A conflict situation also arises when a director, officer, employee, consultant or agent receives improper personal benefits as a result of the person acting on behalf of, or the person’s position with, the Corporation.

Avoiding conflicts of interest includes disclosure of any material transaction or relationship that reasonably could be expected to give rise to such a conflict. Examples of material transactions or relationships include:

  1. any ownership interest in any privately held supplier, customer or competitor, or a significant ownership interest in a supplier, customer or competitor that is a publicly traded firm;

  2. any ownership interest in special purpose entities or other investment vehicles that may be established by the Corporation;

  3. any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Corporation;

  4. any consulting or employment relationship with any supplier, customer or competitor, or any service on a board or committee of such an entity;

  5. the receipt of any money, non-nominal gifts or excessive entertainment from any entity with which the Corporation has current or prospective business dealings;

  6. selling anything to or buying anything from the Corporation, except on terms and conditions comparable to those upon which other Alopex Personnel are permitted to purchase or sell; and

  7. being in the position of supervising, reviewing, or having any influence on the job evaluation, pay or benefit of any family (or similar) member.

All Alopex Personnel other than directors and officers must disclose without delay any personal interest or interest of a member of his or her family (or similar) in transactions or proposed transactions of the Corporation and any other conflict of interest, including the underlying facts, arising in connection with their activities for the Corporation to the CEO. Directors and officers shall make such disclosure directly to the Chair of the CCG Committee.

Directors and officers should also make reference to the Corporation’s constating documents for additional information on conflicts of interest and how they should be dealt with.

The CCG Committee will review all proposed situations involving a potential conflict of interest that are not specifically required by the Corporation’s constating documents to be dealt with by another Committee of the Corporation or by the Board.

 

7.  Gifts to Persons

Do not offer excessive or inappropriate gifts or other benefits to persons, including public officials and political parties that might influence or be perceived as influencing a business decision.

Some business situations call for giving gifts. Alopex Personnel whose duties permit them to do so may offer modest gifts, entertainment or other benefits. The benefits must be given in accordance with generally accepted ethical business practices. Alopex Personnel may never pay bribes or give gifts of cash or cash equivalents. Alopex Personnel may not provide any gift if it is prohibited by law or the policy of the recipient’s organization.

Alopex Personnel other than directors and officers who have questions regarding the application of this rule or about the best course of action in a particular situation, should seek guidance from the CEO. Directors and officers should seek guidance from the Chair of the CCG Committee.

 

8. Gifts from Persons

Do not accept excessive or inappropriate gifts or other benefits from persons doing or seeking to do business with the Corporation.

As Alopex Personnel, you cannot solicit, encourage or receive bribes, kickbacks or any other payment, contribution, gift or favour that could influence your or another’s decision. It is acceptable to accept modest gifts, entertainment or other benefits from persons doing or seeking to do business with the Corporation, provided the benefits are given in accordance with generally accepted ethical business practices. For example, a pair of tickets to a hockey game may be accepted from a supplier, while entertainment that is lavish or frequent may appear to influence one’s independent judgment on behalf of the Corporation.

Alopex Personnel other than directors and officers who have questions regarding the application of this rule or about the best course of action in a particular situation, should seek guidance from the CEO. Directors and officers should seek guidance from the Chair of the CCG Committee.

9. Board and Committee Members for other Entities

On or before joining the board of another entity, consider whether you have a conflict of interest and advise the Chair of the Board or the CEO.

Serving as a trustee, director or a similar position for a government agency or an outside entity, even one in which the Corporation has an interest, may create a conflict of interest. Being a trustee or director or serving on a standing committee of some organizations, including government or non-governmental agencies, charities and non-profit organizations, may also create a conflict. On or before accepting an appointment to the board or a committee of any entity, you should consider whether it creates a conflict of interest with reference to the factors considered above under the heading “Conflicts of Interest”, including whether the appointment would detract from your ability to devote appropriate time and attention to your responsibilities with the Corporation. Alopex Personnel other than directors and officers must advise the CEO before accepting an appointment. Directors and officers must advise the Chair of the Board before accepting an appointment.

 

10.Corporate Opportunities

Do not take personal opportunities that are discovered through the use of property or information of the Corporation or through your role with the Corporation.

As Alopex Personnel, you are prohibited from taking for yourself business opportunities that are discovered or developed through the use of corporate property, information or position. No Alopex Personnel may use corporate property, information, or position for improper personal gain. You owe a duty to the Corporation to advance its legitimate interests when the opportunity arises.

Sometimes the line between personal and Corporation benefits is difficult to draw and both personal and Corporation benefits may be derived from certain activities. Given these ambiguities, Alopex Personnel other than directors and officers should ensure that a request to use any Corporation property or information that is not solely for the benefit of the Corporation be submitted in advance to the CEO for review. Officers and directors shall seek prior approval of the CCG Committee.

 

11.  Accuracy of Books and Records

Maintain complete and accurate books and records of the Corporation.

Our information and records are valuable corporate assets and must be managed with care. Additionally, we must comply with legal and regulatory requirements that relate to document and record retention and disposition.

All of the Corporation’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Corporation’s transactions and must conform both to applicable legal and accounting requirements and to the Corporation’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained under any circumstances. Business records and communications often become public, and Alopex Personnel should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports.

All business transactions must be properly authorized. All transactions must be supported by accurate documentation in reasonable detail and recorded properly. The recorded value for assets must be compared to the existing assets at reasonable intervals and appropriate action taken with respect to any differences.

No information may be concealed from the auditors, the Audit & Risk Committee or the Board.

In addition, it is unlawful to fraudulently influence, coerce, manipulate or mislead any independent public or certified accountant who is auditing the Corporation’s financial statements.

12.  Accounting, Auditing or Disclosure Concerns

Provide accurate, fair and timely public disclosure.

We are required to provide full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the Ontario Securities Commission and other Canadian securities regulators and the Toronto Stock Exchange, as well as in other public communications made by the Corporation. All Alopex Personnel who are responsible for the preparation of the Corporation’s public disclosures, or who provide information as part of the process, have a responsibility to ensure that disclosures and information are made honestly, accurately and in compliance with the Corporation’s disclosure controls and procedures.

We all have a responsibility to submit good faith questions and concerns regarding accounting, auditing or disclosure matters. Complaints and concerns related to such matters include, among others, actions involving:

  1. fraud or deliberate errors in the preparation, maintenance, evaluation, review or audit of any financial statement or financial record;

  2. deficiencies in, or noncompliance with, internal accounting controls;

  3. misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports; or

  4. deviations from full and fair reporting of the Corporation’s financial condition.

For more information you should refer to the Corporation’s Disclosure and Insider Trading Policy and its Integrity Program.

 

WORK ENVIRONMENT

1. Discrimination and Harassment Free Environment

Be committed to the prevention of workplace discrimination and harassment.

The Corporation has zero tolerance for workplace discrimination and harassment. All Alopex Personnel must ensure that the Corporation is a safe and respectful environment, free of discrimination and harassment where high value is placed on equity, fairness and dignity. Harassment on the basis of race, gender, sexual orientation, color, national or ethnic origin, religion, marital status, family status, citizenship status, veteran status, age or disability is prohibited. Harassment generally means offensive verbal or physical conduct that singles out a person to the detriment or objection of that person. Harassment covers a wide range of conduct, from direct requests of a sexual nature to insults, offensive jokes or slurs, which results in an inhospitable work environment. Harassment may occur in a variety of ways and may, in some circumstances, be unintentional. Regardless of intent, such conduct is not acceptable and may also constitute a violation of human rights legislation.

No one may harass another employee, agent, customer, vendor, supplier, visitor or any other person on the Corporation’s premises or while doing its business regardless of location.

In the event that you believe that there has been an incident of workplace discrimination or harassment you should advise the CEO or the Chair of the Corporation’s Audit & Risk Committee who will investigate the claim and take appropriate action.

 

2. Safe Working Conditions

Be committed to ensuring the health and safety of fellow Alopex Personnel.

We all have the right to work in an environment that is safe and healthy. In this regard, we must:

  1. comply strictly with the letter and spirit of applicable occupational, health and safety laws and the public policies they represent;

  2. follow work instructions or procedures on health and safety laws;

  3. not engage in illegal or dangerous behaviours; and

  4. not possess or use weapons or firearms or any type of combustible materials in the Corporation’s facilities or at Corporation-sponsored functions unless you are authorized by the Corporation or the law to do so.

The Corporation has zero tolerance for acts of violence, threats of violence and acts of intimidation or hostility towards another person or group of persons. Promptly report to your supervisor any accident, injury or unsafe equipment, practices or conditions, violent behaviour or weapons possession.

In the event that you believe that there has been an incident of unsafe working conditions you should advise the CEO or the Chair of the Corporation’s Audit & Risk Committee who will investigate the claim and take appropriate action.

 

LEGAL AND REGULATORY COMPLIANCE

1. Compliance with Laws, Rules and Regulations

Know and comply with all laws, rules and regulations applicable to your position.

Many of the Corporation’s activities are subject to complex and changing laws, rules and regulations. Obeying the law, both in letter and in spirit, is one of the foundations on which the Corporation’s ethical policies are built. Ignorance of the law is not, in general, a defence to an action for contravention. We expect Alopex Personnel to make every reasonable effort to become familiar with laws, rules and regulations affecting their activities and to exert due diligence in complying with these laws, rules and regulations and to ensure that those individuals reporting to them are also aware of these laws, rules and regulations. Our objective is to restrict wilful or negligent violations of these laws, rules and regulations.

We will make information concerning applicable laws, rules and regulations available to Alopex Personnel. If you have any doubts as to the applicability of any law, you should refer the matter to the CEO. Directors and officers should seek guidance from legal counsel to the Corporation.

If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with this Code. Compliance with the law does not comprise our entire ethical responsibility; rather, it is a minimum, absolutely essential condition for performance of our duties. Perceived pressure from managers/supervisors or demands due to business conditions are not excuses for violating the law. Any questions or concerns about the legality of an action or a conflict between the law and the Code should be addressed to the CEO who will consult legal counsel to the Corporation.

The Corporation’s policy is to meet or exceed all applicable governmental requirements regarding its activities. As Alopex Personnel, you must be aware of the applicable governmental requirements and report any violations thereof in accordance with the Corporation’s Integrity Program. Similarly, no Alopex Personnel may enter into any arrangement contrary to applicable requirements or laws.

 

FAIR DEALING

Compete and deal fairly with the Corporation’s suppliers, competitors, consultants and employees.

We seek to outperform our competitors fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies, is prohibited. Alopex Personnel should endeavour to respect the rights of and deal fairly with the Corporation’s suppliers, competitors, consultants and employees. Alopex Personnel should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

 

COMPLIANCE WITH CODE

1. Reporting of any Illegal or Unethical Behaviour

The Corporation proactively promotes ethical behaviour and encourages each Alopex Personnel to talk to the CEO or the Chair of the CCG Committee when in doubt about the best course of action in a particular situation.

You must alert the Chair of the Corporation’s Audit & Risk Committee, whenever an illegal, dishonest or unethical act of another director, officer, employee, consultant or agent is discovered or suspected. You must report violations of laws, rules, regulations or the Code to the Chair of the Corporation’s Audit & Risk Committee. Inappropriate delay in reporting a suspected or discovered violation is itself a violation of this Code.

In order to facilitate the reporting of complaints, the Corporation’s Audit & Risk Committee has established an Integrity Program with procedures for the receipt, retention and treatment of complaints regarding actual or apparent violations of this Code and/or the Corporation’s Disclosure and Insider Trading Policy and regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by employees of concerns regarding the foregoing matters.

The Corporation ensures that it will not allow retaliation for reports or complaints regarding suspected violations made in good faith. Open communication of issues and concerns without fear of retribution or retaliation is vital to the successful implementation of this Code and the Integrity Program. The Corporation will take such disciplinary or preventative action as it deems appropriate to address any violations of this Code that are brought to its attention.

2. Compliance Standards and Procedures

The Corporation’s Board is responsible for monitoring compliance with the Code. Any waivers from the Code that are granted for the benefit of an officer or director may only be granted by the CCG Committee or the Board. Waivers for all Alopex Personnel will only be granted in exceptional circumstances.

Employees, officers, consultants or agents who violate the Code will be subject to disciplinary action, including potential termination of employment, consulting or other service contracts depending upon the particular circumstances involved. Information regarding possible infringement of the Code by directors will be referred to the Chair of the Board for handling as appropriate to the circumstances.

The Corporation will not excuse any violation of this Code by any Alopex Personnel even if the violation was specifically requested or directed by another director, officer or employee.

The CCG Committee must periodically, in light of the experience of the Corporation, review this Code. As it deems necessary, the CCG Committee shall make recommendations to the Board to ensure that (i) this Code conforms to applicable law, (ii) this Code meets or exceeds industry standards, and (iii) any weakness in this Code or any other policy of the Corporation revealed through monitoring, auditing, and reporting systems is eliminated or corrected.

3. Accountability for Adherence to the Code

Each director, officer, employee, consultant and agent of the Corporation will be provided with a copy of the Code. All Alopex Personnel will be required to sign an acknowledgement in the form attached to this Code as Schedule A.

4. Waivers and Amendments

A waiver is a material departure from a provision of the Code. An implicit waiver means failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of the Corporation.

The CCG Committee may grant a specific, limited waiver of any provision of this Code to directors and officers if the CCG Committee determines, based on information that the CCG Committee deems credible and persuasive, that such a limited waiver is appropriate under the specific circumstances and following consultation with legal counsel. Each fact situation will be a separate case. Other Alopex Personnel may seek waivers from the CEO. Each director, officer, employee, consultant and agent should note that it is not the Corporation’s intention to grant or to permit waivers from the requirements of this Code.

Conduct of a director or officer of the Corporation that materially departs from the Code and is considered by the Corporation to be a material change, will be promptly disclosed in a news release that must be issued, together with the filing of a material change report, with securities regulatory authorities.

 

Helpful Contact Information

 

President & Chief Executive Officer

Eldur Olafsson

 

Audit & Risk Committee Chair

Graham Stewart

 

Chief Financial Officer

Ingrid Martin

 

Chair of the Board

George Fowlie

 

Compensation & Corporate Governance Committee Chair

Georgia Quenby

INTEGRITY PROGRAM

General

The Integrity Program provides guidance for every director, officer, consultant and employee of Alopex Gold Inc. (the “Corporation”) to maintain the highest integrity and it provides procedures to follow when the integrity of any person’s actions or perceived actions are not in accordance with the responsibilities outlined below or in the Corporation’s Code of Business Conduct and Ethics, Disclosure and Insider Trading Policy, or other policies and procedures as outlined to directors, officers, consultants and employees.

For many companies this program is called a Whistleblower Policy. For the Corporation it is more encompassing and is called the Integrity Program.

Integrity Policy

Every director, officer, consultant and employee of the Corporation and its subsidiaries has an ongoing responsibility to report any activity or suspected activity of which he or she may have knowledge relating to the integrity of the Corporation’s financial reporting or which might otherwise be considered sensitive in preserving the reputation of the Corporation.

The following items are included for further clarity:

  1. Any complaint regarding accounting, internal controls, disclosure controls or auditing matters.

  2. Any good faith concerns regarding questionable accounting or auditing matters.

  3. Any actual or apparent violation of the Corporation’s Disclosure and Insider Trading Policy.

  4. Any actual or apparent violation of the Corporation’s Code of Business Conduct and Ethics.

It is the responsibility of each employee, officer, consultant and director to report such activities in accordance with this Policy whenever he or she has reasonable and bona fide grounds to believe that such an incident has occurred, is occurring or is likely to occur.

 

Reporting Procedures

Concerns can be reported in the following manner:

  1. Any employee, officer, consultant or director may submit, on a confidential, anonymous basis if the employee, director or officer so desires, any good faith concerns regarding any item within the scope of this Policy.

  2. All such concerns shall be set forth in writing and forwarded to the chair of the Audit & Risk Committee (the “Audit Chair”) as follows:  In a sealed envelope at the following address:

Graham Stewart

Audit & Risk Committee Chair
Alopex Gold Inc.
c/o 24 Carden Place
Aberdeen
AB10 1UQ

The envelope should be clearly labeled:

To be opened by the Chair of the Audit & Risk Committee only. Submitted in accordance with the Corporation's Integrity Program.  If the Chair of the Audit & Risk Committee changes the contact details will be updated by the Corporate Secretary.

3.  If the complainant would like to discuss any matter with the Audit Chair, the complainant should indicate this in the        submission and include a telephone number at which he or she may be contacted.

Investigation Procedures

 

  1. The Audit Chair is responsible for investigating and resolving all complaints or concerns submitted under this Policy. At his or her discretion, he or she shall advise the Chief Executive Officer (“CEO”), the Chief Financial Officer and/or the Audit & Risk Committee of complaints or concerns received, prior to the date of his or her final report.

  2. Following the receipt of any complaints or concerns submitted hereunder, the Audit Chair will investigate each matter reported and will recommend that the CEO take corrective and disciplinary action, if appropriate.

  3. Corrective and disciplinary action may include a warning or letter of reprimand, demotion, loss of salary increase or bonus, suspension without pay, termination of employment and civil or criminal prosecution.

  4. The Audit Chair may enlist other employees, officers, consultants or directors of the Corporation, or retain, at the Corporation’s expense, outside legal, accounting or other advisors to assist in conducting any investigation.

  5. All directors, officers, employees and consultants have a duty to co-operate in an investigation. Should an employee or consultant fail to co-operate or provide false information in an investigation, the Corporation will take effective remedial action commensurate with the severity of the offence. This action may include disciplinary measures up to and including termination in the case of a director, officer or employee or termination of a consulting contract in the case of a consultant and, if warranted, legal proceedings.

  6. In conducting his or her investigation, the Audit Chair shall use his or her reasonable best efforts to protect the confidentiality and anonymity of the complainant, subject to the Audit Chair’s need to conduct a thorough investigation. While the Audit Chair must use his or her reasonable best efforts to maintain anonymity, it may be necessary to identify the complainant or it may be possible for third parties to deduce the complainant’s identity. For these reasons, anonymity cannot be guaranteed.

  7. Using his or her best judgment, the Audit Chair shall advise any employee, officer, consultant or director that has been named in a complaint or concern at an appropriate time during the investigation. If appropriate, the person named will have an opportunity to respond to the complaint or concern in writing, and that response will be included in the final report of the Audit Chair.

  8. The Audit Chair shall report any valid inquiries or complaints received, including the results of his or her investigation, to the full Audit & Risk Committee and the Board.

  9. The Audit Chair shall report at least annually to the Audit & Risk Committee on this Policy and his or her activities under it and shall immediately report on any matters under this Policy relating to the Corporation’s internal controls and the integrity of its financial results.

  10. The Audit Chair shall retain records regarding complaints reported in a secure manner for a period of no less than five (5) years.

No Retaliation

This Policy is intended to encourage and enable employees, officers, consultants or directors to raise serious concerns within the Corporation, rather than seeking resolution outside of the Corporation. Accordingly, the Corporation does not permit retaliation or harassment of any kind against individuals for complaints submitted hereunder that are made in good faith. However, malicious complaints or complaints known to be false may result in disciplinary action and, if warranted, legal proceedings being taken against the complainant.

 

Amendments

Revisions, amendments or alterations to this Policy can only be implemented following consideration and approval by the Board.

Approved by the CCGC committee on 30th June 2017

Approved by the board of directors on 30th June 2017