Midas Gold Policy Manual
July 2015
POLICY LIST AND SIGN-OFF
I have read, understand and agree to abide by the following Corporate Policies
(please initial beside each policy):
Policy Name
Initial
1
Anti-Bribery and Anti-Corruption Policy
2
Charitable Donations Policy
3
Code of Conduct and Ethical Values Policy
4
Disclosure and Confidentiality Policy
5
Environmental Policy
6
Health and Safety Policy
7
Information Technology and Information Technology Security Policy
8
Insider Trading and Reporting Policy
9
Political Contributions Policy
10 Social Media Policy
11 Whistleblower Policy
Dated this _______ day of ____________________, 2015
By:
______________________________________________
Print name and title: ____________________________________
I attended the Company Policy training seminar on _____________________, 2015 in
Stibnite Donnelly
Boise
Vancouver
________________________________
Signature of Supervisor/Seminar leader
(circle one)
Anti-Bribery and
Anti-Corruption Policy
Approved by the MGC and MGII
Boards on May 13, 2015
Summary:
In keeping with its commitment to
conducting business transparently, honestly
and with integrity, Midas Gold will conduct
its business in accordance with applicable
laws, including Canadian and U.S. antibribery and anti-corruption laws. The AntiBribery and Anti-Corruption Policy applies to
all
directors,
officers,
employees,
consultants and any other person acting on
behalf of the Company. This policy defines
bribery, which is the most common form of
corruption and can be broadly defined as
the offering, promising, giving, accepting or
soliciting of an advantage as an inducement
or reward for an action which is illegal or a
breach of trust. Bribery and corruption
take many forms and the policy outlines
what is, and what is not permitted in this
regard.
1.
POLICY STATEMENT
1.1
Midas Gold Corp. and its subsidiaries (collectively with its subsidiaries, the
“Corporation”) is committed to conducting business transparently, honestly and with
integrity. Therefore, it is important that the Corporation conducts its business in
accordance with applicable anti-bribery and anti-corruption laws.
1.2
The Corporation will abide by the Corruption of Foreign Public Officials Act (Canada) and
the Foreign Corrupt Practices Act (United States), as well as laws countering bribery and
corruption in all of the jurisdictions in which the Corporation operates or conducts its
business. This includes, but is not limited to, those countries where the Corporation has
offices.
1.3
It is important to remember that even if the country in which an act of bribery takes
place does not have anti-bribery laws which capture the relevant action, the Corruption
of Foreign Public Officials Act (Canada) and the Foreign Corrupt Practices Act (United
States), as well as the laws of another country in which the Corporation operates or
conducts its business may still apply. Although penalties may differ across the different
jurisdictions in which the Corporation operates, bribery (or even the perception or an
allegation of it):
1.4
1.5
1.3.1
will damage the Corporation’s reputation; and/or
1.3.2
could cost the Corporation significant amounts of money both in respect of
potential fines and the time spent in dealing with such issues and may lead
to serious penalties on individual members of the Corporation, including
imprisonment and fines.
The Corporation is committed to:
1.4.1
upholding anti-bribery and anti-corruption laws that apply to the
Corporation, including without limitation, Canada’s Corruption of Foreign
Public Officials Act and the Foreign Corrupt Practices Act (United States);
1.4.2
not offering bribes or condoning the offering of bribes on the Corporation’s
behalf;
1.4.3
not accepting bribes, or agreeing to them being accepted on the
Corporation’s behalf;
1.4.4
maintaining accurate books and records;
1.4.5
making sure that the Corporation’s directors, officers, employees,
consultants, agents and others with whom the Corporation deals are aware
of and abide by the Corporation’s values and policies; and
1.4.6
ongoing monitoring of compliance with these principles.
The purpose of this policy is to:
1.5.1
set out the Corporation’s responsibilities, and the responsibilities of those
working for or with the Corporation in observing and upholding the
Corporation’s position, on bribery and corruption;
2.
4.
ensure that the Corporation has procedures in place designed to prevent
and detect bribery and corruption;
1.5.3
provide information and guidance to those working for or with the
Corporation on how to recognize and deal with potential bribery and
corruption issues; and
1.5.4
protect the Corporation against the possible penalties and repercussions,
including damage to the Corporation’s reputation, resulting from acts of
bribery and corruption or being associated with such behaviour.
TO WHOM DOES THIS POLICY APPLY?
2.1
3.
1.5.2
This policy applies to the directors, officers, employees (whether permanent, fixed-term
or temporary), technical and other consultants, agents or any other person acting on
behalf of the Corporation, wherever located (collectively referred to as
“Representatives” in this policy).
WHO IS RESPONSIBLE FOR THE POLICY?
3.1
The Board of Directors is ultimately responsible for this policy and has delegated to the
Corporate Governance and Nominating Committee responsibility for ensuring this policy
complies with the Corporation’s legal and ethical obligations and for supervising the
Compliance Officer on the administration of this policy.
3.2
The Corporation shall appoint a Compliance Officer who is primarily responsible for
implementing this policy and may establish a management Compliance Committee to
assist and support the Compliance Officer.
3.3
The Compliance Officer has responsibility for monitoring the use and effectiveness of
this policy and dealing with any queries on its interpretation. The members of the
management team at all levels are responsible for ensuring those reporting to them are
made aware of and understand this policy and are given adequate and regular training
on it. The Compliance Officer may delegate administrative tasks to subordinates or
other employees or officers, as may be necessary for the purposes of implementing this
policy.
WHAT IS BRIBERY?
4.1
Bribery is the most common form of corruption and can be broadly defined as the
offering, promising, giving, accepting or soliciting of an advantage as an inducement or
reward for an action which is illegal or a breach of trust.
4.2
Although many people think of bribery as giving someone cash, it can take many other
forms including non-cash gifts, lavish entertainment or hospitality or other reward or
benefit.
4.3
Bribery takes place if someone is given a gift, donation, loan, cash or non-cash incentive,
benefit, or is taken out for particularly lavish hospitality and that in doing so the giver of
such items has done so with the intention of inducing or rewarding someone to behave
improperly or not to perform their function correctly or in good faith.
2
5.
4.4
It is important to remember that, in most cases, it will be irrelevant whether the bribe
was accepted or not; merely offering the bribe will usually be sufficient for an offence to
be committed.
4.5
Bribery can be direct (e.g. you give a bribe to someone) or indirect (e.g. you encourage
someone else to give a bribe to another person).
4.6
Examples of risk scenarios which Representatives may possibly encounter and which
could expose them to situations where bribery could take place are set out in Schedule
“A” to this policy.
WHAT IS NOT PERMITTED?
5.1
Bribery and corruption can take many forms and it is important to understand what is
expected in this regard.
5.2
A Representative is not permitted to:
5.3
5.4
5.2.1
give, promise to give, or offer, a payment, loan, reward, gift or
entertainment, to a government official, agent or representative with the
expectation or hope that an illegal business advantage will be received, or
to reward a business advantage already given;
5.2.2
give, promise to give, or offer, a payment, loan, reward, gift or
entertainment to a government official, agent or representative to illegally
“facilitate” or expedite a routine procedure;
5.2.3
threaten or retaliate against any person who has refused to commit a
bribery offence or who has raised concerns under this policy; or
5.2.4
engage in any activity that might lead to a breach of this policy; or
5.2.5
encourage another individual to engage in any activity listed in this section.
A Representative is not permitted to falsify the Corporation’s books and records for the
purpose of bribery or of hiding bribery. Specifically, a Representative will not:
5.3.1
maintain off-books accounts;
5.3.2
fail to record or inadequately record transactions;
5.3.3
record non-existent expenditures;
5.3.4
inaccurately identify liabilities;
5.3.5
knowingly use false documents;
5.3.6
destroy accounting books and records; or
5.3.7
encourage another individual to engage in any activity listed in this section.
In this policy, “Third Party” means any individual or organization in contact with the
Corporation or a Representative during the course of conducting the Corporation’s
work, and includes actual and potential, customers, suppliers, distributors, business
contacts, joint venture partners, agents, advisers, and government and public bodies,
including their advisors, representatives and officials, politicians and political parties.
3
5.5
6.
7.
In addition to the guidance on specific issues set out below, Representatives may
consider the following questions. If the answer to any of these questions is “yes“ or “I
don’t know” then what you are doing could be, or could be viewed as, a bribe and you
should speak to the Compliance Officer:
5.5.1
Am I doing this to try to improperly influence a decision someone is going to
make?
5.5.2
Do I feel that I cannot openly record this in the Corporation’s books and
records?
5.5.3
Does the person who I am giving or offering this to want it to be kept a
secret?
5.5.4
If this became public information, could it harm the reputation of the
Corporation?
5.5.5
If the other person accepts this, will they feel obligated to do something in
return?
5.5.6
Is this against the law?
FACILITATION PAYMENTS AND KICKBACKS
6.1
The Corporation will not make facilitation payments or “kickbacks” of any kind.
6.2
Facilitation payments are typically small, unofficial payments made to secure or
expedite a routine government action by a government official (such as the issuance of
permits, licences, processing visas or work permits, provision of mail pick-up and
delivery etc.). Kickbacks are typically payments made in return for a business favour or
advantage and can include discounts or other types of cash incentives.
6.3
Representatives must avoid any activity that might lead to, or suggest, that a facilitation
payment or kickback will be made by or on behalf of the Corporation.
6.4
If asked to make a payment on the Corporation’s behalf, Representative wil ensure the
amount requested is proportionate to the goods or services provided and is properly
documented with a receipt or other suitable record. Representatives should consult the
Compliance Officer regarding any suspicions, concerns or queries regarding a payment.
GIFTS AND ENTERTAINMENT
7.1
The Corporation may give business gifts and take part in corporate entertainment or
speaking engagements, provided such activity is normal and acceptable in the
jurisdiction.
7.2
The test to be applied is whether in all the circumstances the gift or entertainment is
reasonable and justifiable rather than lavish and extraordinary; bearing in mind that
what may normally be viewed as small or insignificant in some jurisdictions can be of
significant value in another. The intention behind the gift should always be considered
and nothing should be specifically expected or demanded in return.
7.3
The Corporation may give gifts and provide corporate hospitality or entertainment
provided:
7.3.1
it complies with law;
4
8.
8.2
10.
it is of an appropriate type and value in the applicable jurisdiction and given
at an appropriate time;
7.3.3
it is given openly, not secretly; and
7.3.4
gifts or entertainment offered to government officials or representatives, or
politicians or political parties, have the prior approval of the Chief Executive
Officer or the Compliance Officer.
CHARITABLE CONTRIBUTIONS AND SPONSORSHIPS
8.1
9.
7.3.2
Any charitable contributions or sponsorships made or offered on behalf of the
Corporation must:
8.1.1
not be related to, dependent on, or made in order to win, a business deal or
decision;
8.1.2
be given directly to the relevant charity or organization and not to an
individual; and
8.1.3
only be given with the prior consent of the Chief Executive Officer or the
Compliance Officer.
The Corporation will conduct checks to ensure that the recipient of any charitable
contribution or sponsorship is a legitimate charity, and that the donations or
sponsorship were expensed or accounted for in an appropriate manner.
POLITICAL DONATIONS
9.1
The Corporation may make contributions to government officials or agents, politicians
or political parties, provided these contributions are made in accordance with laws and
with the authorization of the Chief Executive Officer or Compliance Officer.
9.2
Representatives must not make or offer any political contributions or donations on
behalf of the Corporation, unless these contributions are made in accordance with laws
and with the written authorization of the Chief Executive Officer or Compliance Officer.
9.3
Representatives who make a political donation without the written authorization of the
Chief Executive Officer or Compliance Officer will be deemed to be acting in their
personal capacity or that of their own corporate organization and not on behalf of the
Corporation.
REPRESENTATIVES’ RESPONSIBILITIES
10.1
All Representatives must ensure that they have read, understood and comply with this
policy.
10.2
The prevention, detection and reporting of bribery and other forms of corruption are
the responsibility of all Representatives. All Representatives are required to avoid any
activity that might lead to, or suggest, a breach of this policy.
10.3
Representatives must notify the Compliance Officer as soon as possible if there is belief
or suspicion that a breach of this policy has occurred, or may occur in the future. “Red
flags” that may indicate bribery or corruption are set out in Schedule A hereto.
5
11.
12.
10.4
Any employee of the Corporation who breaches this policy will face disciplinary action,
which could result in dismissal for gross misconduct.
10.5
The Corporation reserves its right to terminate contractual relationships with
Representatives based on breach of this policy.
RECORD-KEEPING
11.1
The Corporation must keep financial records and have appropriate internal controls in
place which will evidence the business reason for any payments made to Third Parties.
11.2
Representatives must ensure that all expense claims relating to entertainment, gifts or
expenses incurred are submitted in accordance with the Corporation’s expense
guidance indicated in the Corporation’s Employee Handbook.
11.3
All accounts, invoices, and other similar documents and records relating to dealings with
Third Parties should be prepared and maintained with strict accuracy and completeness.
No accounts must be kept “off-book” to facilitate or conceal improper payments.
HOW TO RAISE A CONCERN
All Representatives are encouraged to raise concerns about any issue or suspicion of malpractice
at the earliest possible stage, and to consult the Compliance Officer if unsure whether a
particular act constitutes bribery or corruption, or with any other queries.
13.
WHAT TO DO IF YOU ARE A VICTIM OF BRIBERY OR CORRUPTION
The Compliance Officer should be advised as soon as possible by Representatives who are
offered a bribe by a Third Party, are asked to make one, suspect that this may happen in the
future, or believe that another Representative is a victim of another form of unlawful activity
when acting on behalf of, or in association with, the Corporation.
14.
PROTECTION
14.1
Representatives who refuse to accept or offer a bribe, or those who raise concerns or
report another’s wrongdoing, are sometimes worried about possible repercussions. The
Corporation encourages openness and will support anyone who raises genuine concerns
in good faith under this policy, even if they turn out to be mistaken.
14.2
The Corporation is committed to ensuring no one suffers any detrimental treatment as a
result of refusing to take part in bribery or corruption, or because of reporting in good
faith their suspicion that an actual or potential bribery or other corruption offence has
taken place, or may take place in the future. Detrimental treatment includes dismissal,
disciplinary action, threats or other unfavourable treatment connected with raising a
concern. If you believe that you have suffered any such treatment, you should inform
the Compliance Officer immediately. If the matter is not remedied, and you are an
employee, you should raise it formally with the Chief Executive Officer. Alternatively,
concerns may also be raised through the Corporation’s confidential ethics reporting
processes outlined in its Code of Business Conduct and Ethics and its Whistleblower
Policy.
6
15.
16.
TRAINING, COMMUNICATION, ENGAGEMENT OF THIRD PARTIES AND DUE DILIGENCE
15.1
Training on this policy forms part of the induction process for all new employees. All
existing employees will receive regular, relevant training on how to implement and
adhere to this policy.
15.2
The Corporation’s robust approach to bribery and corruption must be communicated to
all Third Parties at the outset of the Corporation’s business relationship with them and
as appropriate thereafter. No Third Parties who will be dealing with government officials
on behalf of the Corporation should be authorized to do so without first agreeing, in
writing, to abide by all anti-bribery and anti-corruption laws and to abide by the
requirements of this policy.
MONITORING AND REVIEW
16.1
The Compliance Officer will monitor the effectiveness and review the implementation of
this policy, regularly considering its suitability, adequacy and effectiveness. Any
improvements identified will be made as soon as possible. Internal control systems and
procedures will be subject to regular audits to provide assurance that they are effective
in countering bribery and corruption.
16.2
The Compliance Officer will report regularly on compliance with this policy to the
Corporate Governance and Nominating Committee.
16.3
All Representatives are responsible for the success of this policy and should ensure they
use it to disclose any suspected danger or wrongdoing.
16.4
Representatives are invited to comment on this policy and suggest ways in which it
might be improved. Comments, suggestions and queries should be addressed to the
Compliance Officer.
16.5
This policy will be reviewed periodically by the Corporation and any recommendations
for amendments, if any, will be provided to the Corporate Governance and Nominating
Committee for consideration. This policy may be amended at any time, however
employees, officers and directors will be fully informed of any material revisions to this
policy.
7
SCHEDULE “A”
Potential Risk Scenarios: “Red Flags”
1
The following is a list of possible red flags that may arise during the course of any representative
working for, on behalf of or in association with the Corporation, and which may raise concerns
under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive
and is for illustrative purposes only. If you encounter any of these red flags while working for,
on behalf of or in association with the Corporation, you must promptly report them to the
Compliance Officer or, alternatively, via the Corporation’s confidential ethics reporting
processes outlined in its Code of Business Conduct and Ethics and its Whistleblower Policy:
1.1
you become aware that a Third Party engages in, or has been accused of engaging in,
improper business practices;
1.2
you learn that a Third Party has a reputation for paying bribes, or requiring that bribes
are paid to them;
1.3
a Third Party:
1.3.1
insists on receiving a commission or fee payment before committing to sign
a contract with the Corporation, or carrying out a government function or
process for the Corporation;
1.3.2
requests payment in cash and/or refuses to sign a formal commission or fee
agreement, or to provide an invoice or receipt for a payment made;
1.3.3
requests that payment is made to a country or geographic location different
from where the Third Party resides or conducts business;
1.3.4
requests an unexpected additional fee or commission to “facilitate” a
service;
1.3.5
demands lavish entertainment or gifts before commencing or continuing
negotiations or discussions on a matter;
1.3.6
requests that a payment is made to “overlook” potential legal violations;
1.3.7
requests that you provide employment or some other advantage to a friend
or relative;
1.4
you learn that a colleague has been taking out a particular government official for very
expensive and frequent meals;
1.5
you receive an invoice from a Third Party that appears to be non-standard or
customized;
1.6
you notice that the Corporation has been invoiced for a commission or fee payment that
appears large given the service stated to have been provided; or
1.7
a Third Party requests or requires the use of an agent, intermediary, consultant,
distributor or supplier that is not typically used by or known to the Corporation.
8
Charitable Donations
Policy
Approved by the board on
November 24, 2014
Summary:
In keeping with its commitment to
supporting communities within which
Midas Gold employees live and work, the
Charitable Donations Policy outlines the
Company’s dedication to contributing to
our communities through various types of
charitable donations. The policy outlines
the types of donations Midas Gold may
make, the preferred criteria of the
recipient of the donation as well as the
allocated amount of the donation.
Approved by the Board on: November 24, 2014 CHARITABLE DONATIONS POLICY A.
PURPOSE Midas Gold supports projects and activities that strengthen the communities in which our employees live and work, or have sustained fund-­‐raising connections, and is dedicated to making a contribution to those communities through cash and kind donations, supporting volunteer efforts by its employees, and encouraging its employees to participate in such projects and activities. B.
SCOPE This policy applies to Midas Gold Idaho, Inc. (“Midas Gold” or the “Corporation”). C. DETAILS Midas Gold will donate, on an annual basis, an amount to be determined by the Board of Directors to communities where its employees and its subsidiaries’ employees work and operate, or where they have sustained funding connections. Cash donations will be distributed at the discretion of the Corporation’s management and preference will be given to: 1. Where there is an emphasis on supporting the health and well-­‐being of children and families
with children.
2. Non-­‐profit organizations and community events likely to provide long-­‐term benefit to the
citizens of the provinces or states wherein Midas Gold does business, with up to 25% of the total
annual giving amount to be donated outside such communities.
3. Matching donations by employees to eligible organizations and events.
4. Smaller organizations or events where any donation is likely to have a significant impact on the
overall funding objective.
5. Organizations or events that are registered charities, foundations or similar entities.
6. Where employees have demonstrated a sustained personal commitment to a fund-­‐raising event
or community organization.
Midas Gold may, at its sole discretion, allow employees to volunteer at activities and events that meet the goals and objectives set out above. Midas Gold may, at its sole discretion, donate items such as jackets and other promotional items, to charitable events and organizations that meet the goals set out above. 1 Approved by the Board on: November 24, 2014 SCHEDULE A Midas Gold’s approved total cash donations under the Charitable Donations Policy for 2014 shall not exceed $________. 2 Code of Conduct and
Ethical Values Policy
Approved by the board on
November 24, 2014
Summary:
Midas Gold is proud of its standing as a
vigorous and ethical member of the business
community. The Code of Conduct and Ethical
Values Policy sets out the standards of
behavior required by all Midas Gold
employees, directors, officers, consultants,
contractors and other persons engaged by
Midas Gold in conducting its business and
affairs. This is a broad-reaching policy that
outlines how people should conduct
themselves in the areas of: employee
relations,
business,
environment
and
sustainability, financial and public reporting,
share trading and confidentiality.
As Amended and Approved by the Board on: November 24, 2014 CODE OF CONDUCT AND ETHICAL VALUES POLICY A.
PURPOSE OF THE POLICY The Code of Conduct and Ethical Values Policy sets out standards of behaviour required by all employees, directors, officers, consultants, contractors and other persons (collectively, the "Covered Persons") engaged by or on behalf of Midas Gold Idaho, Inc. (“Midas Gold”) in conducting the business and affairs of Midas Gold (the “Corporation”). All Covered Persons are expected to maintain and enhance the Corporation’s standing as a vigorous and ethical member of the business community, and are therefore accountable for compliance with this policy. Although the various matters dealt with in this policy do not cover the full spectrum of potential activities, they are indicative of the Corporation’s commitment to the maintenance of high standards of conduct and are a description of the type of behaviour expected from Covered Persons in all circumstances. Breaches of this policy are grounds for summary dismissal of employees for just cause without notice or payment in lieu of notice, and/or other appropriate consequences to the Covered Persons. To allow a proper understanding of the policy, any questions as to its application to the area of responsibility and jurisdiction of any Covered Person will be explained fully by his or her superior. B.
GENERAL PRINCIPLES The Corporation and the Covered Persons, personally and on behalf of the Corporation, shall comply with the laws, policies and other regulations applicable to the Corporation and its business, respect the protection of internationally proclaimed human rights and recognize the responsibility to observe those rights. Whenever a Covered Person is in doubt about the application or interpretation of any legal or regulatory requirement, the employee should refer the matter to his or her superior who, if necessary, should seek the advice of the Corporation’s legal counsel. Many of the Corporation’s activities may be subject to complex and changing laws in more than one country, affecting both local and foreign trade and commerce. Ignorance of the law is not, in general, a defence if such laws are contravened. A contravention could occur even if the agreements or arrangements are not in writing, since it is possible for a contravention to be inferred from the conduct of the parties. Accordingly, Covered Persons must diligently ensure that their conduct cannot be interpreted as being in contravention of laws and regulations governing the affairs of the Corporation in any jurisdiction where it carries on business. 1 C.
EMPLOYEE RELATIONS The Corporation believes that the well-­‐being and health of all persons engaged by the Corporation whether directly as employees or indirectly (collectively for the purposes of this policy, each an "employee" where appropriate) are a condition for success and the Corporation and Covered Persons shall work proactively to eliminate health risks and to develop safe workplace environments. 1.
Safety in the Corporation’s workplaces is an uncompromised condition and a mutual and shared
responsibility for all our employees.
2.
Employees are expected to improve operations to avoid injury, sickness or death, or damage to
property or to the environment by giving due regard to all applicable safety standards and
regulatory requirements. Any problems or concerns about environmental or safety matters
should be reported to a superior.
3.
The Corporation recognizes employee’s rights to form or join trade unions in accordance with
each country’s laws and principles.
4.
Employees shall be treated with respect and dignity.
5.
The Corporation provides equal opportunities to people without regard to race, color, gender,
sexual orientation, nationality, religion, ethnic affiliation or any other characteristic protected by
local law, as applicable. The Corporation will not tolerate discrimination in any form.
D.
BUSINESS ETHICS
1.
The Corporation and Covered Persons shall deal fairly and lawfully with all customers, suppliers
and independent contractors when purchasing or furnishing goods or services. In awarding
contracts, the Corporation and its employees, directors and officers will consider factors such as
the need for the services, total cost, quality and reliability. Where applicable, the employee
should also perform a cost-­‐benefit analysis.
2.
As a subsidiary of Midas Gold Corp. (“MGC”), the Corporation and all Covered Persons must
comply fully with the Corruption of Foreign Public Officials Act of Canada (the "CFPOA") and
similar legislation applicable in any other jurisdiction. Among other things, such legislation
prohibits bribing a foreign public official and makes it illegal for a person who, in order to obtain
or retain an advantage in the course of business, directly or indirectly, gives, offers or agrees 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 foreign public official (a) as consideration for an act or omission by
the official in connection with the performance of the official's duties or functions; or (b) to
induce the public official to use his or her position to influence any acts or decision of the
foreign state or public international organization for which the official performs duties or
functions. Questions and/or requests for interpretations should be reviewed and all actions pre-­‐
approved by the Corporation’s CEO and/or legal counsel responsible for CFPOA compliance.
3.
The Corporation and all Covered Persons must also comply with the applicable requirements of
the United States Foreign Corrupt Practices Act (“FCPA”), which imposes similar prohibitions to
those described above. The FCPA prohibits giving anything of value, directly or indirectly, to
officials of foreign governments or foreign political candidates in order to obtain or retain
2 business. Making illegal payments to government officials of any country is strictly prohibited. The U.S. government also has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government as a gift, favour or other gratuity in violation of these rules would not only violate the Corporation's policy, but could also be a criminal offence. Questions and/or requests for interpretations should be reviewed and all actions pre-­‐
approved by the Corporation’s CEO and/or legal counsel responsible for FCPA compliance. 4.
The direct or indirect use of Corporation funds, goods or services as contributions to political
parties, campaigns or candidates for election to any level of government must in compliance
with the Corporation’s Political Contribution and Political Activities Policy. Contributions include
money or anything having value, such as loans, services, excessive entertainment, trips and the
use of Corporation facilities or assets.
5.
The Corporation and Covered Persons will not provide financial support to political parties
except in compliance with the Corporation’s Political Contribution and Political Activities Policy.
6.
The Corporation and Covered Persons must not make illegal payments of any kind, directly or
indirectly, from the Corporation's corporate funds or assets. Even the appearance of impropriety
in dealing with public officials is improper and unacceptable. Any participation, whether directly
or indirectly, in any bribes, kickbacks, indirect contributions or similar payments is expressly
forbidden, whether or not they might further the business interests of the Corporation.
7.
The use of the Corporation's funds or assets for any unlawful or improper purpose is strictly
prohibited and those responsible for the accounting and record-­‐keeping functions are expected
to be vigilant in ensuring enforcement of this prohibition. The Corporation and Covered Persons
shall always maintain complete and accurate records to all payments, including, without
limitation, with regard to any transaction with any government or foreign public official,
sufficient to allow the Corporation to maintain adequate systems of internal controls over such
transactions in compliance with the CFPOA, the FCPA and any other applicable legislation.
8.
All dealings between Covered Persons and public officials are to be conducted in a manner that
will not compromise the integrity or negatively impact the reputation of any public official or the
Corporation, or its affiliates.
9.
Modest gifts and reasonable entertainment may be received from business associates of the
Corporation. No gift, favor or entertainment shall be of such a nature as might affect, or
reasonably be perceived to affect, a Covered Person's judgment or conduct in matters
involving the Corporation. Covered Persons should neither seek nor accept gifts, payments,
services, fees, trips or accommodations, special valuable privileges, or loans from any person
(except from persons in the business of lending and then on conventional terms) or from any
organization or group that does, or is seeking to do, business with the Corporation or any of its
affiliates, or from a competitor of the Corporation or any of its affiliates. However, occasionally
there are special circumstances that may apply and, in such cases, permission must be
obtained from the CEO or Treasurer of the Corporation.
10.
Covered Persons shall not furnish, directly or indirectly, on behalf of the Corporation, expensive
gifts or provide excessive entertainment or benefits to other persons, including without
limitation, any public officials.
3 Covered Persons, whose duties permit them to do so, may furnish modest gifts, favours and entertainment where legally permitted and in accordance with local business practices, to persons or entities doing business or seeking to do business with the Corporation, other than public officials, provided all of the following are met: (a)
no gift or entertainment should be of such value as to constitute a real personal enrichment of the recipient or to be perceived as such; (b)
they are not in cash, bonds or negotiable securities and are of limited value so as not to be liable of being interpreted as a bribe, payoff or other improper payment; (c)
they are made as a matter of general and accepted business practice; (d)
they do not contravene any law, including without limitation the CFPOA and the FCPA, and are made in accordance with generally accepted ethical practices; and (e)
if subsequently disclosed to the public, their provision would not in any way embarrass the Corporation or any recipient. 11.
Covered Persons must avoid all situations in which their personal interests conflict, might
conflict or appear to conflict, with their duties to the Corporation or with the economic interest
of the Corporation. All business transactions with individuals, corporations or other entities that
could potentially, directly or indirectly, be considered to be a related party, must be approved
by the Corporation's Board of Directors regardless of the amount involved.
12.
A conflict of interest arises when an individual’s personal economic activity interferes, or
appears to interfere with the best interests of the Corporation or when it adversely influences,
or appears to influence, the proper discharge of his or her obligations, duties, and
responsibilities to the Corporation and its shareholders.
13.
Covered Persons should avoid acquiring any interest or participating in any activities that would:
(a)
deprive the Corporation of the time or attention required to perform their duties properly; (b)
create an obligation or distraction which would affect their judgment or ability to act solely in the Corporation’s best interest; (c)
conflict with the economic interest of the Corporation; or (d)
violate any legal rights of any person. 14.
Covered Persons are required to disclose to their supervisors in writing, or as may be otherwise
authorized, all business, commercial or financial interests or activities which might reasonably
be regarded as creating an actual or potential conflict with their duties to the Corporation.
15.
Under circumstances where secondary employment is desired by an employee, director or
officer, he or she shall disclose the interest to his or her supervisor who may grant specific
4 approval in writing, provided that a conflict of interest or interference with the performance of his or her present duties to the Corporation does not exist. 16.
Every employee or consultant of the Corporation who is charged with executive, managerial or
supervisory responsibility is required to see that actions taken and decisions made within his or
her jurisdiction are free from the influence of any interests that might reasonably be regarded
as conflicting with those of the Corporation.
17.
No employee, director or officer shall accept any appointment to membership on the board of
directors, standing committee, or similar body of any outside company, organization or
governmental agency (other than industry, professional, social, charitable, educational,
religious, or legal political organizations) without prior approval of the CEO whether or not a
possible conflict of interest might result from the acceptance of any such appointment;
provided, however, that all employees, directors and officers shall at all times have and enjoy all
rights accorded to them by the Canadian Bill of Rights and any similar governmental legislation
applicable in the area in which the respective employee, director or officer resides.
E.
ENVIRONMENT AND SUSTAINABILTY
The Corporation intends to, and Covered Persons shall be committed to, explore for minerals and extract metals in an environmentally responsible and sustainable manner. 1.
No operation of the Corporation is considered effective or complete without proper attention to
safety and the environment.
2.
The Corporation shall develop and implement plans for land use and reclamation that, as far as
possible, returns the land to its former condition or to a state that is acceptable to the
appropriate regulatory authorities.
3.
Exploration shall be undertaken with care for the environment and respect for the interest of
landowners and other stakeholders.
4.
The Corporation shall strive to economize the use and re-­‐use of energy, while prioritizing
solutions based on renewable and non-­‐emission energy sources where economically justified.
5.
Dam facilities shall be designed and constructed with the aim of achieving long-­‐term stability
and reasonable security against disturbances.
F.
FINANCIAL AND OTHER PUBLIC REPORTING ETHICS
The Corporation and Covered Persons are committed to providing full, fair, accurate, timely and understandable information in the Corporation’s reports, regulatory filings and other communications. 1.
Records and other documents should be maintained according to the Corporation’s practices on
document management and archiving, complying with all applicable statutory, regulatory or
contractual requirements. The Corporation prohibits any person from altering or destroying the
Corporation's records except as authorized by the Corporation's policies and directives. The
Corporation also prohibits any person from assisting or encouraging the independent auditor in
destroying corporate audit records.
5 2.
The financial statements of the Corporation are prepared in accordance with International
Financial Reporting Standards as issued by the International Accounting Standards Board. The
Corporation’s financial statements and the books and records on which they are based must
accurately reflect all corporate transactions and conform to all legal and accounting
requirements and the Corporation's system of internal controls.
3.
The Corporation is committed to accurately record and properly document all accounting
entries in accordance with applicable laws and regulations. The Corporation’s internal control
over financial reporting should assure that transactions are properly authorized, executed,
recorded, processed, summarized and reported. Covered Persons shall report any significant
deficiencies or material weaknesses or any concerns regarding questionable accounting or
auditing matters in accordance with the Corporation’s Whistle Blower Policy.
4.
Financial records shall be available for inspection by management and auditors.
5.
The Corporation should strive to resolve and remediate any internal control weaknesses
identified by directors, officers or employees, external auditors or any other external party.
6.
Manipulation of the corporate records, including posting fictitious entries, deliberately
manipulating estimates, adjusting entries and posting any other incorrect business transactions
is strictly forbidden.
7.
Honest and accurate recording and reporting of information is critical to the Corporation’s
ability to make responsible business decisions. All employees and officers should exercise the
highest standard of care in preparing such reports.
8.
All transactions must be supported by accurate documentation in reasonable detail and
recorded in the proper account and in the proper accounting period. In that regard:
•
The Corporation's accounting records, as well as reports produced from those records,
must be kept and presented in accordance with the laws of each applicable jurisdiction.
•
All records must timely, fairly and accurately reflect the transactions or occurrences to
which they relate in order to, among other things, permit the preparation of accurate
financial statements in accordance with International Financial Reporting Standards as
issued by the International Accounting Standards Board.
•
All records must timely, fairly and accurately reflect in reasonable detail the
Corporation's assets, liabilities, revenues and expenses.
•
The Corporation's accounting records must not contain any false or intentionally
misleading entries.
•
The accuracy of asset and liability records must be maintained by comparing the records
to the existing assets and liabilities at reasonable intervals, and appropriate action must
be taken with respect to any differences.
•
No transactions will be intentionally misclassified as to accounts, departments or
accounting periods.
6 G.
•
All transactions must be properly authorized and supported by accurate documentation
in reasonable detail and recorded in the proper account and in the proper accounting
period.
•
No information will be concealed from the internal auditors, if any, the external
auditors, the Board or any committee thereof.
•
Compliance with International Financial Reporting Standards as issued by the
International Accounting Standards Board, and the Corporation's systems of disclosure
controls and procedures and internal control over financial reporting, is required at all
times.
INSIDER TRADING All Covered Persons shall comply with the Corporation's Insider Trading and Reporting Policy. Covered Persons shall not use for their own financial gain or disclose for the use of others, inside information, obtained as a result of their relationship with the Corporation. As MGC's shares are publicly traded, Covered Persons should be aware that there are statutory prohibitions and penalties for buying or selling shares or "tipping" others when one knows material information about the affairs of the Corporation or MGC which have not yet been made public. “Material information” means information that could affect the price of the shares or that a reasonable investor would be likely to consider important in making an investment decision. Material information can be positive information, such as an asset acquisition, obtaining a new contract, a proposed merger or dividend, exploration results, production statistics or financial results. Material information can also be negative, such as adverse results or financial problems. If a Covered Person acquires some material information in relation to the Corporation, no purchase or sale of shares of MGC may be made until the end of the second trading day after which the information has been generally disclosed to the public. Even if there is no intent to trade on the basis of confidential information, every time a Covered Person decides to buy or sell shares of MGC, he or she should think about whether he or she has any confidential information which might make it appear that he or she is improperly trading. If a Covered Person isn’t sure if information is material or has been made public, he or she should discuss the matter with an officer of the Corporation. Unless expressly authorized and permitted by law, it is also illegal to disclose material information before it has been made public, or to suggest that it is a good time to buy or sell MGC’s stock. For example, giving confidential information to a relative or friend, who then buys or sells shares of MGC based on the information, is illegal on the part of both parties. If found guilty of one of these offences, a person can be fined and/or imprisoned pursuant to applicable laws. In addition, violation of such prohibitions is grounds for termination for cause by the Corporation. These prohibitions apply to every Covered Person at all levels, and not just to “insiders”, such as senior officers and directors. H.
PROHIBITED SUBSTANCES 7 The Corporation has a “zero tolerance” policy for illegal drug use, alcohol abuse, drinking and driving, or other substance abuse on the job or which otherwise affects job performance. Substance abuse, including alcohol abuse, and illegal drug use on the job or which affects job performance is strictly prohibited. Any employee possessing or drinking alcohol or in the possession of non-­‐prescription, performance altering drugs, including any narcotic, or found taking drugs will be removed from the project site immediately and their employment will be terminated and the appropriate law enforcement agency will be contacted. I.
REPORTING VIOLATIONS If an employee or other person believes a violation of this policy has occurred or is occurring, such person shall make a report in person or anonymously by following the procedures set forth below in Article K -­‐ Complaints Procedure. J.
CONFIDENTIALITY Certain of the Corporation’s records, reports, papers, devices, processes, plans, maps, methods and apparatus which are not in the public domain are considered by the Corporation to be private and confidential, and Covered Persons are prohibited from revealing information concerning such matters without proper authorization. Customers, employees, investors and the public should have such information about the Corporation as is necessary for them to judge adequately the Corporation and its activities. The Corporation believes that full and complete reporting to regulatory agencies and the provision of information to the public as required, constitutes a responsible and workable approach to the interests of disclosure. However, the Corporation, except as required-­‐by law, cannot be expected to disclose information which might impair MGC’s own competitive effectiveness or which might violate the private right of individuals or institutions. 1.
Only persons authorized by the CEO should discuss the Corporation with investors,
shareholders, analysts, stock brokers, the media, or members of the public.
2.
Employees are prohibited from revealing information concerning confidential information to
any third party without proper authorization.
K.
COMPLAINTS PROCEDURE
Employees, directors, officers, consultants, contractors or other persons engaged by or on behalf of the Corporation who wish to make a complaint of misconduct should refer to the Corporation’s Whistleblower Policy for procedures as to how to proceed. L.
APPLICATION TO DIRECTORS AND OFFICERS For clarity, the principles of ethical conduct and values described in this policy shall also apply to the directors and officers of the Corporation, as applicable, and with such revisions as are necessary to facilitate such application. _____________________ 8 Disclosure and
Confidentiality Policy
Approved by the board
on November 24, 2014
Summary:
Midas Gold is committed to fairness.
Disclosing information in the manner that is
set out in the Disclosure and Confidentiality
Policy enables the same information to be
received by everyone at the same time,
thereby facilitating a fair marketplace for
existing and prospective shareholders. The
policy discusses confidentiality, what
constitutes material information and how
and when this information should be
disclosed, and by whom.
Approved by the Board on: November 24, 2014 DISCLOSURE AND CONFIDENTIALITY POLICY A.
PURPOSE OF THE POLICY The purpose of this Policy is to establish procedures which permit the disclosure of information about Midas Gold Idaho, Inc. (“Midas Gold”) to the public in a timely manner. It is the intention of this policy to ensure that when information has not been publicly disclosed it remains confidential. Strict adherence to these policies will help the Corporation maintain credibility in the marketplace by ensuring that all investors in securities of the Corporation’s parent Company, Midas Gold Corp. (“MGC”) have equal access to information that may affect their investment decisions. B.
DEFINITIONS USED IN THIS POLICY “Disclosure Officer” means the individual who is responsible for communicating with analysts, the news media and investors and ensuring that other Employees do not communicate confidential information about the Corporation; “Disclosure Committee” – consists of the MGC's Chief Executive Officer ("CEO"), President ("President"), Chief Financial Officer (“CFO”), Corporate Secretary ("CS") and the Manager of Investor Relations ("MIR"), and such other persons as are designated from time to time by the Board of Directors of the MGC (the " MGC Board"); “Employees” means all individuals currently employed by the Corporation, including directors and officers, who may become aware of Undisclosed Material Information; “Exchange” means The Toronto Stock Exchange, the NYSE MKT and any other stock exchange on which the securities of MGC are listed from time to time; “IIROC” means the Investment Industry Regulatory Organization of Canada; “Material Change” means a change in the business, operations or capital of the Corporation that would reasonably be expected to have a significant effect on the market price or value of any of the securities of MGC and includes a decision to implement the change by the Board of Directors of the Corporation or by senior management of the Corporation who believe that confirmation of the decision by the Board of Directors is probable; “Material Fact” means a fact that significantly affects or would reasonably be expected to have a significant effect on the market price or value of the MGC’s securities; “Material Information” means any information (Material Fact or Material Change) relating to the business and affairs of the Corporation that results in or would reasonably be expected to result in a significant change in the market price or value of any of MGC’s securities, or that a reasonable investor would likely consider important in making investment decisions; and “Undisclosed Material Information” means Material Information pertaining to the Corporation that has not been publicly disclosed or information that has been publicly disclosed, but a reasonable period of time for its dissemination has not passed. C.
TERMS OF THIS POLICY This Policy applies to the directors, officers and Employees of the Corporation and to contractors, consultants and other persons engaged by or on behalf of the Corporation and to advisory board members acting on behalf of the Corporation or that possess confidential information of the Corporation. If there is any question or concern with respect to the application of this Policy to any Employee of the Corporation or to any particular circumstance, the Disclosure Officer should be contacted for guidance. D.
DISCLOSURE 1.
Timely Disclosure
The Corporation, through MGC, will publicly disclose Material Information concerning its business and affairs immediately upon it becoming apparent that the information is material except in restricted circumstances where immediate release of the information would be unduly detrimental to the interests of the Corporation or MGC, where immediate release of the information may compromise certain strategic business opportunities of the Corporation or MGC or where the information may not be discloseable due to third-­‐party confidentiality restrictions or uncertainty of events (and where the Corporation complies with all applicable laws and regulations, including any confidential filing obligations and maintains confidentiality of the information). The determination of when to not disclose Material Information immediately will be made by the Disclosure Committee who shall advise the Chair of the Corporate Governance Committee’s of the Corporation and MGC of such decision in order to assess when the appropriate confidential filings must be made. Unusual trading marked by significant changes in the price or trading volumes of any of the MGC’s securities prior to the announcement of Material Information is embarrassing to the Corporation and damages the reputation of the Corporation with the investing public. Disclosure will be prepared in compliance with applicable laws and policies. 2.
Disclosure Officer
For purposes of this Policy, and unless other persons are designated by the MGC’s Board of Directors, the Chief Executive Officer (primary) and the Corporate Secretary (backup) have been designated as the Disclosure Officers. The names of these individuals shall be given to the market surveillance divisions of the Exchange as Corporation contacts. Generally, the Disclosure Officer or other specific persons authorized by the CEO are the only individuals authorized to communicate with analysts, the news media and investors about information concerning the Corporation. If it is appropriate for another Employee to discuss information about our Corporation, the Employee, should first advise the Disclosure Officer of the nature of the information to be discussed 2 and, afterwards, advise the Disclosure Officer of what actually was discussed. Persons subject to this Policy are prohibited from communicating Undisclosed Material Information about the Corporation unless they have prior permission from the Disclosure Officer, which permission shall not be given unless: (a)
the information has been publicly disclosed; or (b)
if it has been determined that the information is to be kept confidential pursuant to Part E of this Policy, all rules and procedures under Part E hereof to maintain confidentiality have been complied with. In addition, if any person subject to this Policy becomes aware of any information which my constitute Material Information with respect to the Corporation, the person must advise the Disclosure Officer as soon as possible. 3.
What Constitutes Material Information?
Information is material if it would reasonably be expected to result in a significant change in the market price or value of any of MGC’s securities or if it would be likely to influence an investor’s decision to buy or sell securities of MGC, the information is probably material. Any person who is unsure whether or not information is material should immediately contact the Disclosure Officer before disclosing it to anyone and should err on the side of caution in such matters. If the Disclosure Officer is unable to determine whether or not the information is material, they may convene a meeting of the Disclosure Committee, or of senior management and, if necessary, the board of directors, to determine if the information is material, whether or not it should be disclosed or remain confidential, and if the information needs to be disclosed, the method for disseminating the information. 4.
Basic Disclosure Rules
All public disclosure of Material Information pursuant to this Policy must be made in a way that ensures full disclosure is available to the public. The methods used to ensure full public disclosure may include the following: issuing a widely disseminated press release, including the information in another document filed with the Canadian and U.S. securities regulators, or a webcast or conference call that is available to the public, and for which adequate advance public notice has been given. In order to maintain consistent and accurate disclosure about the Corporation, the following rules must be followed in respect of such public disclosures: (a)
half-­‐truths are misleading; disclosure must include any information without which the rest of the disclosure would be misleading; (b)
unfavourable information must be disclosed as promptly and completely as favourable information; (c)
no selective disclosure. Previously undisclosed information should not just be disclosed to selected individuals; if there is disclosure it must be done widely, i.e. by way of a press release; 3 5.
(d)
disclosure must be updated if earlier disclosure has become materially misleading or incorrect as a result of intervening events; and (e)
if Material Information is to be announced at an analyst or shareholder meeting or a press conference, its announcement must be coordinated with a general public announcement by a press release. Correction of Selective Disclosure
If previously Undisclosed Material Information has been inadvertently disclosed to an analyst or any other person, the information must be publicly disclosed promptly. 6.
Contact with Analysts
The Disclosure Officer should avoid getting involved in the contents of an analyst’s report, except to correct factual errors. Confirmation of or attempting to influence an analyst’s opinions or conclusions may be considered to be disclosure by the Corporation. “No comment” is an acceptable answer to questions that cannot be answered without violating the rule against selective disclosure. To the extent practicable, more than one Disclosure Officer or persons specifically authorized by the Disclosure Officer should be present at each meeting with analysts or the media. After such a meeting, if the authorized spokesperson has any concerns regarding the information disclosed, he or she should discuss the matter with the CEO or legal counsel. Analyst reports will not be posted on the Corporation’s website. 7.
Notification of Market Surveillance
If required or if otherwise applicable in the circumstances, the Disclosure Committee should
supply copies of press releases to IIROC and the applicable Exchange and should seek assistance and direction from IIROC as to whether an announcement should be released and whether trading in the securities should be halted for the dissemination of an announcement. 8.
Disclosure Records
The Disclosure Officer or his designate will maintain a file containing all public information about the Corporation. This includes news releases, brokerage research reports, reports in the press and notes from meetings with analysts or shareholders. E.
CONFIDENTIALITY 1.
When Information May Be Kept Confidential
Where the immediate disclosure of Material Information concerning the business and affairs of the Corporation would be unduly detrimental to the interests of the Corporation (and where the Corporation and MGC complies with all applicable laws and regulations, including any confidential filing obligations and maintains confidentiality of the information), its disclosure may be delayed and kept confidential temporarily. Keeping information confidential can only be justified where the potential harm to the Corporation, MGC or to investors caused by immediate disclosure may reasonably be considered to outweigh the undesirable consequences of delaying disclosure. 4 Examples of circumstances in which disclosure might be unduly detrimental to the interests of the Corporation include: (a)
where the release of information would prejudice the ability of the Corporation to pursue specific and limited objectives or to complete a transaction or series of transactions that are underway; (b)
where the disclosure of the information would provide competitors with confidential corporate information that would be of significant benefit to them; or (c)
where the disclosure of information concerning the status of ongoing negotiations would prejudice the successful completion of those negotiations. All decisions to keep Material Information confidential must be made by either the Disclosure Committee or the board of directors of the Corporation. 2.
Access to Confidential Information
Employees and other personnel shall be given access to confidential information on an “as needed” basis only and must not disclose that information to anyone except in the ordinary course of business (e.g. discussions with the Corporation’s bankers or advisers where the disclosure of the confidential information is necessary). Persons subject to this Policy must not discuss confidential information in situations where they may be overheard or participate in discussions regarding decisions by others about investments in MGC. In certain circumstances the Disclosure Officer may assign a “code name” to confidential information. Persons subject to this Policy should utilize the “code name” at all times when discussing the confidential information. Printed documents containing confidential information shall be stored in a secured cabinet and access to these documents on the Corporation’s computer network must be restricted. 3.
Maintaining Confidentiality
In the event that confidential Material Information, or rumours respecting the same, is divulged in any manner (other than in the necessary course of business), consideration should be given as to whether immediate disclosure of the relevant Material Information must be made by MGC, and a trading halt may be instituted by the Exchange pending release and dissemination of the information. IIROC and the applicable Exchange should be notified of the announcement in advance in the usual manner. 4.
Disclosure of Information to Outsiders
Before a meeting with other parties at which Undisclosed Material Information of the Corporation may be discussed, the other parties must agree that they will not divulge that information to anyone else. 5.
Penalties
Where the Corporation determines that this Policy has been violated and it is able to identify the individual person that breached this Policy, the Corporation will take its own disciplinary actions, which could result in termination of employment or engagement or implementation of a probationary period. 5 The Corporation is also entitled to pursue its legal remedies through the courts. If appropriate, the Corporation or MGC will report the matter to the regulatory authorities. 6.
Policy Review
The Corporation will review this Policy regularly to ensure that it is achieving its purpose. Based on the results of the review, the Policy may be revised accordingly. 6 Environmental Policy
Approved by the MGC
board on November 2011
Summary:
Midas Gold is committed to maintaining
sound environmental practices in all of its
activities and to continuously improve the
efficient use of resources, processes and
materials.
The Environmental Policy
outlines the considerations that we will
take in order to ensure that Midas Gold
and its employees fulfil this commitment
to make the environment a priority in
everything we do.
Midas Gold Corp., along with its subsidiaries, (together, the “Corporation”) is committed to maintain
sound environmental practices in all of its activities and to continuously improve the efficient use of
resources, processes and materials.
For the Corporation to succeed in fulfilling this policy, all employees are responsible for incorporating
into their work the actions necessary to take all reasonable care for the protection of the environment.
As such, Midas Gold Corp. and its subsidiaries commit to the following:
(1) Examine the potential impact to the environment of all proposed activities and take steps to
minimize, mitigate or, where possible, eliminate that impact.
(2) Operate in accordance with recognized industry standards, while complying with applicable
regulations and laws.
(3) On a regular basis, determine the Corporation’s impact to the environment and, through
continuous improvement, strive to attain higher levels of environmental performance.
(4) Minimize all hazardous and non-hazardous materials generation and ensure the proper disposal
of all wastes.
(5) Maintain a high level of environmental protection by applying reasonable best practices and
technologies that minimize impacts and enhance environmental quality in respect of water, air,
vegetation and wildlife.
(6) Maintain dialogue with the communities and other stakeholders within the area of influence in
order to understand their concerns, minimize negative impacts and to enhance environmental
quality.
(7) Progressively rehabilitate disturbed areas, where appropriate, and develop closure plans that
can continuously improve and incorporate new technologies where practical.
(8) Train and educate all employees to understand their environmental responsibility related to all
activities related to the Corporation’s operations and activities.
(9) Require contractors and suppliers to operate according to Company’s environmental standards
and procedures.
(10) Consider environmental factors when purchasing equipment and materials.
2
Health and Safety
Policy
Approved by the MGC
board on November 2011
Summary:
The health and safety of employees is
fundamental to the operation of Midas
Gold and we are committed to the
identification, elimination or control of
workplace hazards. The Health and Safety
Policy provides a list of commitments that
Midas Gold will adhere to in order to reach
its goal of zero reportable lost time
accidents or incidents. We want everyone
to return home safely after every working
day – a safe day, everyday.
Midas Gold Corp. and its subsidiaries (together, the “Corporation”) believes that the health and safety of
its employees is fundamental to the operation of its business. Work-related injury or illness is
unacceptable and the Corporation is committed to the identification, elimination or control of
workplace hazards for the protection of all employees. The goal is to have zero lost time accidents. The
Corporation is committed to implementing operational improvements that offer superior safety and
occupational health management.
For the Corporation to succeed in fulfilling this policy, all employees must undertake their work in
accordance with this policy to the best of their ability and to take all reasonable care for their own safety
and health, as well as the health and safety of their work colleagues.
As such, the Corporation commits to the following:
(1)
Providing the expertise and resources needed to maintain safe and healthy work
environments.
(2)
Promote occupational Health and Safety awareness so that it is always at the forefront of
daily operations.
(3)
Establishing clearly defined safety and occupational health programs.
(4)
Measuring safety and health performance, and making improvements as warranted.
(5)
Operating in accordance with recognized industry standards, while complying with local and
international applicable regulations and laws.
(6)
Investigating the causes of accidents and incidents, and developing effective and immediate
preventative and remedial action.
(7)
Training employees to carry out their jobs safely and productively. No employee will be
permitted to commence a job without the requisite training, including hazard recognition.
(8)
Providing necessary personal protection equipment, such as hard hats and safety glasses,
and instruction in their use.
(9)
Maintaining a high degree of emergency preparedness.
(10)
Requiring that contractors and vendors comply with all Company health and safety
standards.
(11)
Promote the Health & Safety Policy as a way of life in all aspects at our work sites and in our
family and local community.
2
Information
Technology and
Information
Technology Security
Policy
Approved by the board
on November 24, 2014
Summary:
The purpose of the Information
Technology and Information Technology
Security Policy is to regulate IT and IT
security within the Corporation in order to
meet
business
and
operational
requirements in the financial, legal, and
accounting contexts. The Policy outlines
the responsibilities and roles of various
people within the Corporation in
maintaining and protecting Midas Gold’s IT
systems and its data in accordance with its
obligations as a public company.
Approved by the Board on: November 24, 2014 INFORMATION TECHNOLOGY AND INFORMATION TECHNOLOGY SECURITY POLICY A.
INTRODUCTION Entities within Midas Gold Idaho, Inc. (“Midas Gold”) shall carry out internal work processes in a quality-­‐assured and cost-­‐effective a way. The users shall receive high quality service for the information technology (“IT”) systems – including documentation, training, and support. Midas Gold shall strive to harmonize and integrate different systems within the organization. The Corporation shall work with cost-­‐effective solutions for the Corporation’s overall IT needs. B.
PURPOSE OF THIS POLICY The purpose of this Policy is to regulate IT and IT security within the Corporation in order to meet business and operational requirements in the financial, legal, and accounting contexts. In terms of both operational reliability and functionality, our consultants and staff directly depend on the integrity of our IT systems. Therefore, our systems shall also enable risk management and security routine requirements from external inspection authorities to be adhered to. In order to fulfill these requirements, guidelines must be in place defining progress and process of work to be completed. This Policy describes these requirements. This Policy affects choice of system, data protection, purchasing routines and user services. C.
RESPONSIBILITY The President of Midas Gold is ultimately responsible for the operational continuity of IT and IT security at the Corporation. Additionally, it is management’s responsibility to ensure a well-­‐
functioning organization for this work. To ensure the business needs for protection and security are fulfilled, management shall initiate and support the security work with necessary resources. The local managers of the Corporation are responsible for the compliance with the rules and requirements established in this Policy. These responsibilities include: 1.
allocating resources to ensure that rules for IT and IT security are communicated,
applied and maintained; and
2.
ensuring that sufficient security responsibilities are established and communicated -­‐
including appointing system owners to the information systems.
1 System owners are obligated to ensure adherence and compliance with all requirements in this Policy. Additionally, local managers are required to ensure that this Policy is complied with. Compliance with this Policy shall also apply to contractors, consultants and outsourced service providers that connect into or use the Corporation’s IT systems. D.
ROLES The Treasurer of the Corporation has overall responsibility for the coordination of IT and IT security work in the Corporation. These responsibilities include: 1.
being responsible for the Corporation’s directive for IT and IT security – including:
ensuring that rules governing IT security are continuously developed, communicated
and updated as required by changes in IT and IT security best practice;
2.
maintaining a plan for IT security;
3.
ensuring that the information security rules and procedures communicated to all
appropriate staff and making all reasonable efforts to ensure the information security
rules and procedures are adhered to;
4.
reporting IT security incidents and breaches to management; and
5.
monitoring the compliance with this Policy and providing regular status reports to
management.
The local IT personnel within the Corporation are responsible for fulfillment of the rules and requirements in this Policy. These responsibilities include: 1.
ensuring that the local systems and network of the subsidiary fulfills the central IT
security requirements and directives;
2.
organizing the IT security responsibilities according to this Policy;
3.
ensuring that the system owner’s requirements regarding availability, confidentiality
and integrity are met;
4.
initiating reviews of IT security within the entity and ensure that identified weaknesses
are appropriately addressed and/or reported; and
5.
following up on incidents and breaches to ensure appropriate actions for risk mitigation.
The system owners of the Corporation are responsible for security, confidentiality, integrity and availability. The system owners are responsible for performing risk analysis for the system and its information. E.
REQUIREMENT SPECIFICATION 1.
Systems
2 The Corporation shall work with well recognized systems from reliable vendors. All entities within Midas Gold shall perform risk assessments on a regular basis. 2.
Data Protection Three main risk areas shall be considered regarding data protection: (a) Confidentiality; (b) Integrity; and (c) Availability. 2.1 Access Management Access to systems and information shall be managed in a formal way to and be based on security requirements. Before physical and logical access to the Corporation’s information and IT systems is granted, all personnel of the Corporation and Midas Gold’s external resources (consultants and contractors) shall sign a Confidentiality Agreement. Access to all systems shall be protected by passwords or biometric authentication with the level of access controlled. 2.2 Security Classification Every system and its information shall be classified based on data content. The security classification levels are: (a) Confidential; (b) Internal; and (c) Public. 2.3 Information Security Ensure existence of proper routines for: (a) Backups of data; (b) Consistency of data; and (c) Availability of data. All system infrastructures within the Corporation shall be configured to protect the Corporation’s data and prevent unauthorized access. 3 2.4 System Availability All IT systems and stored data shall be adequately secure and readily available within the Corporation. 2.5 Change Management Any changes to applications and critical IT infrastructure within the Corporation shall be conducted through formalized routines. 2.6 Physical Access to Premises All access to premises of the Corporation shall be restricted by appropriate physical entry controls to ensure that only authorized personnel are allowed access. 2.7 Logging System logging shall be activated on all IT systems to trace each user’s access and activity in the system. 2.8 Incident Handling IT security events leading to an incident or breach shall be reported and documented. 2.9 Disaster Recovery Disaster recovery plans shall be documented and tested for critical for processes and systems. 2.10 Archiving Documents and electronic records required to support any of the Corporation’s regulatory requirements shall be archived for at least seven years. F.
USER SERVICE Users shall receive sufficient support for using the IT environment. This includes: G.
(a) User manuals; (b) Training; and (c) Application support. COMPLIANCE The Corporation’s Treasurer shall ensure that the Corporation’s employees comply with this Policy. In order to monitor IT security, analyses shall be carried out to support the evaluation of compliance with this Policy through self-­‐assessments or independent reviews, performed on a 4 regular basis and/or when major changes occurs. Moreover, status shall be reported on a regular basis to the Corporation’s management. H.
EXEMPTIONS TO THIS POLICY There may be cases in which this Policy cannot be fulfilled in all respects. If a system does not meet the requirements and guidelines described in this Policy, an exemption report shall be used. 5 Insider Trading and
Reporting Policy
Approved by the board
on November 24, 2014
Summary:
Midas Gold is committed to complying
with all applicable laws and
regulations. The Insider Trading and
Reporting Policy highlights the
reporting obligations and trading
restrictions imposed on insiders by
relevant securities legislation.
It
discusses the implementation of
blackout periods, trading prohibitions,
as
well
as
insider
reporting
requirements as determined by
securities legislation. All employees
and others with access to confidential
information need to understand their
legal obligations in respect of such
information as set out in this policy.
Approved by the Board on: November 24, 2014 INSIDER TRADING AND REPORTING POLICY A.
PURPOSE OF THE POLICY The purpose of this Policy is to summarize the insider trading restrictions to which all directors, officers, employees, and advisory board members of Midas Gold Idaho, Inc. (“Midas Gold” or the “Corporation”), and those consultants or contractors designated by the Treasurer are subject under applicable securities legislation, and to set forth a policy governing investments in securities of the Corporation’s parent company, Midas Gold Corp. (“MGC”) which is consistent with the legislation. This Policy is not intended to discourage investment in MGC's securities. Rather, it is intended to highlight the obligations and the restrictions imposed on insiders by relevant securities legislation. B.
SUMMARY OF LEGISLATION Securities legislation prohibits: 1. purchasing or selling MGC's shares with the knowledge of a material fact, material
information or a material change concerning the Corporation or MGC that has not been
generally disclosed; and
2. unless explicitly permitted and authorized by law, informing (or "tipping"), other than
when necessary in the course of business, another person or corporation of a material
fact, material information or material change concerning the Corporation or MGC
before the material fact or material change has been generally disclosed.
These prohibitions apply even after you have terminated your relationship with the Corporation. A material change to the business or affairs of the Corporation or a material fact is one which would reasonably be expected to have an effect on the market price or value of any securities of a public issuer. A material change is specifically defined to include any decision by a board of directors to implement a material change, as well as any decision made to implement such a change by senior management, if Board approval is probable. Under U.S. securities legislation, material information also includes any matters to which there is substantial likelihood that a reasonable investor would attach importance in making investment decisions While the penalties for a breach of this prohibition vary among jurisdictions under Canadian law, a breach may render you personally liable to prosecution and, upon conviction, to a fine not exceeding one million dollars or two years in jail, or both. Further, you may be subject to civil actions at the instance of security holders, the companies whose securities were traded, and 1 securities regulators. Penalties under U.S. law can be even more severe and can include civil and criminal penalties for the Corporation and its supervisory personnel, if they fail to take appropriate steps to prevent insider trading. This Policy also applies to, and you are responsible for ensuring compliance with this policy by, any member of your family that lives with you or whose transactions in securities are subject to your influence or control, your spouse and any other person living with you. Remember, anyone scrutinizing your transactions will be doing so after the fact, with the benefit of hindsight. As a practical matter, before engaging in any transactions you should carefully consider how enforcement authorities and others might view the transaction in hindsight. C.
TRADING PROHIBITIONS In light of the foregoing, all directors, officers, and employees and advisory board members of the Corporation and those consultants or contractors designated by the Treasurer, will be subject to the following prohibitions relating to investments in MGC's securities and securities of other public issuers: 1. If one has knowledge of a material fact, material information or a material change
related to the affairs of the Corporation and MGC or any public issuer involved in a
transaction with the Corporation or MGC which is not generally known, no purchase or
sale may be made until the end of the second trading day after which the information
has been generally disclosed to the public.
2. Knowledge of a material fact, information or change must not be conveyed to any other
person for the purpose of assisting that person to buy or sell securities of a public issuer.
In addition, such information must be conveyed only by appropriate persons in
compliance with the Disclosure and Confidentiality Policy.
3. The practice of selling "short" securities of MGC at any time is not permitted.
4. Hedging transactions involving the MGC’s securities are not permitted except with the
prior approval of the Corporate Governance and Nominating Committee of the
Corporation’s Board of Directors.
5. Trading is prohibited in the event that the Corporation or MGC has imposed a blackout
period until the information has been generally disclosed to the public and the blackout
period has expired.
For purposes of this Policy, public issuer includes any issuer, whether a corporation or otherwise, whose securities are traded in a public market, whether on a stock exchange or "over the counter". The above prohibitions and the insider reporting obligations provided below applies equally to the trading or exercising of options to acquire shares or other securities of the public issuer. If you are unsure whether you may trade in a given circumstance, you should contact the Disclosure Committee to determine if the particular information is or is not material. In exceptional circumstances, such as the imminent expiry of stock options, the Disclosure 2 Committee may permit a broader class of persons to exercise options while in possession of material non-­‐public information, including during a blackout period, provided that the securities acquired upon exercise of the options are not traded. D.
BLACKOUTS From time to time, management of MGC may impose blackouts prohibiting any person subject to the blackout from trading in the MGC’s securities. Blackouts will generally be imposed by management in connection with events or developments that are, or that may be, considered material and non-­‐public. Blackout notices may be selective, applying only to certain personnel aware of the information, or they may be imposed on a Corporation-­‐wide basis. To limit the distribution of material non-­‐public information, the blackout notice will not generally identify the material non-­‐public information that led to the blackout. When such a blackout is imposed, all persons subject to the blackout are prohibited from trading MGC’s securities until notified by management that the blackout has expired. In general, this will be at the end of the second trading day following the public disclosure of the information or when such information ceases to be material. If a person holds incentive stock options that expire during a blackout period, the option will be subject to the Black Out Expiration Term as defined in MGC’s Evergreen Incentive Stock option plan as follows: The Black Out Expiration Term will be a fixed period of time of ten (10) business days after lifting the black out period and will not be subject to the discretion of the Directors. Should the Fixed Term of the Option Period expire immediately after a black out period self-­‐
imposed by the Company, the Black Out Expiration Term will be reduced by the number of days between the Fixed Term expiration date and the end of the black out period. E.
INSIDER REPORTING OBLIGATIONS A person or corporation who becomes an insider of the Corporation must file an insider report within 10 days of the date of becoming an insider. In addition, an insider whose direct or indirect beneficial ownership of or control or direction over securities of MGC changes, must file an insider report of the change within 5 days of the date of the change. Generally, securities legislation defines insiders as: •
every director or officer of a public issuer;
•
every director or senior officer of an entity that is itself an insider or a subsidiary of an
issuer;
•
any person that has:
(a) beneficial ownership of, or control or direction over, directly or indirectly, or; (b) a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of an issuer carrying more than 10% of the voting rights attached to all the issuer’s outstanding voting securities, excluding, for the purpose of the calculation 3 of the percentage held, any securities held by the person as underwriter in the course of a distribution; •
an issuer that has purchased, redeemed or otherwise acquired a security of its own
issue, for so long as it continues to hold that security;
•
a person designated as an insider in an order made under section 3.2 of the British
Columbia Securities Act; or
•
a person that is in a prescribed class of persons.
Generally, an officer is: •
the Chairman or Vice-­‐Chairman of the Board of Directors, or a Chief Executive Officer,
Chief Operating Officer, Chief Financial Officer, President, Vice President, Secretary,
Assistant Secretary, Treasurer, Assistant Treasurer or General Manager; and
•
an individual who is designated as an officer under a bylaw or similar authority of the
registrant or issuer, or
•
an individual who performs functions similar to those normally performed by an
individual referred to above.
A copy of the insider report is required to be filed electronically on SEDI. In certain circumstances, directors and executive officers of the Corporation may also be subject to certain U.S. securities laws reporting requirements with respect to trades in securities of MGC. Unless the director or executive officer is also a principal shareholder of MGC or is otherwise deemed to be an “affiliate” of the corporation under U.S. securities law other than solely by virtue of being a director or executive officer of the Corporation, these reporting requirements generally do not apply in connection with trades of securities of MGC through the facilities of the Toronto Stock Exchange. If any director or executive officer anticipates making any trades of securities of MGC outside the conditions described above in this paragraph they should consult with U.S. legal counsel as to any reporting requirements under U.S. securities laws that may be applicable with respect to such trade. In addition, under U.S. securities laws, a person that is deemed to beneficially own more than 5% of MGC’s common shares may be required to file beneficial ownership reports with the U.S. Securities and Exchange Commission. For this purpose, a person is normally deemed to beneficially own a security if he or she has the sole or shared power to vote or dispose of such security. A person is also normally deemed to beneficially own any security that he or she has a right to acquire within the next 60 days, including, common shares issuable upon the exercise of warrants, stock options and other convertible securities that are presently exercisable or will be exercisable within the next 60 days. Persons who hold significant positions in MGC’s securities, including stock options, warrants and other convertible securities, should consult with U.S. legal counsel as to any beneficial ownership reporting requirements. It is each insider's personal responsibility to ensure that all requisite insider trading and other reports are filed with the appropriate securities commissions within the required time limits. 4 Political Contribution
And Political Activities
Policy
Approved by the board
on November 24, 2014
Summary:
Midas Gold may, from time to time,
encourage the advancement of sound
public policy that supports its mission by
using its own resources to make or support
political contributions directly or indirectly.
The Political Contribution and Political
Activities Policy outlines the framework
within which the Corporation may make
political contributions.
Approved by the Board on: November 24, 2014 POLITICAL CONTRIBUTION AND POLITICAL ACTIVITIES POLICY Midas Gold Idaho, Inc. (“Midas Gold” or the “Corporation”) encourages the advancement of sound public policy that supports its mission. The Corporation believes that, in certain cases, it may be appropriate and in its best interests, to use its own resources to make political contributions. The Corporation’s support for candidates, or other political contributions, must be made in compliance with applicable law, including without limitation the United States’ Foreign Corrupt Practices Act and Canada’s Corruption of Foreign Public Officials Act. While the Corporation's Directors, management and employees may participate as individual citizens in the political process, decisions to do so are entirely personal and voluntary. Employees engaging in political campaign activities are expected to do so as private citizens and must, at all times, make clear that their views and actions are their own. Employees must not use their position with the Corporation to coerce or pressure other employees to make contributions to or to support or oppose any political candidates, elections, or ballot initiatives. In jurisdictions that permit corporations to make contributions to campaigns of local, state, or federal candidates or party committees, the Corporation may evaluate and may make such contributions. The Corporation must adhere to all local, state, and federal laws regarding making and disclosing corporate contributions for political activities. 1 Social Media Policy
Approved by the board
on November 24, 2014
Summary:
This Social Media Policy is designed to
guide employees, officers, directors and
contractors of Midas Gold in making
responsible decisions when creating,
posting or otherwise contributing to blogs,
social networks or other social media.
Social media is treated by regulators in the
same way as press releases and other
more formal disclosure methods. The
policy is not meant to discourage social
media use, but does provide a list of do’s
and don’ts when using social media that
need to be followed and must be read in
conjunction with the Midas Gold’s Code of
Conduct and Ethical Values Policy as well
as the Disclosure and Confidentiality
Policy.
Approved by the Board on: November 24, 2014 SOCIAL MEDIA POLICY A.
PURPOSE AND SCOPE OF THE POLICY The purpose of this Policy is to set forth the rules and guidelines which govern the use of Social Media by all employees, officers, contractors and directors (the “Midas Team”) of Midas Gold Idaho, Inc.. (“Midas Gold” or the “Corporation”). Social Media is any tool or service that facilitates conversations over the internet. The Corporation recognizes that members of the Midas Team likely participate in social media and online communication in some fashion, and it is not the intention of this Policy to deter that communication, but rather to provide guidelines for Social Media use that will protect the Corporation, its employees, officers, contractors and directors and Midas Gold Corp. (“MGC”) shareholders. This Policy is designed to assist the Midas Team in making responsible decisions when creating, posting or otherwise contributing to blogs, social networks or other social media. These guidelines must be followed when using sites such as Facebook, LinkedIn, Twitter, YouTube, Google+, Instagram, Pinterest, Wikipedia or when making comments on blogs or any form of digital media. B.
BASIC PRINCIPLES These principles apply to professional use of social media on behalf of the Corporation as well as personal use. •
•
Adhere to the Corporation’s Code of Conduct and Ethics and Disclosure and Confidentiality
Policies. The policies can be found on the Corporation’s website at ___________________.
Use common sense and good judgement. Each member of the Midas Team is responsible for
his or her own actions and each member must know that information that is posted or
published has the potential to remain in the public domain for an indefinite period of time. All
posts regarding the Corporation, or any of its activities, should reflect official and publicly
available Midas Gold policy. Anyone posting or commenting on Midas Gold activities or interest,
on topics where the team member is not considered to be expert, should make clear reference
to the fact that the poster is conveying a personal opinion, and not speaking as an expert or
qualified person or on behalf of the Corporation. Posts, or responses that warrant an expert
response, should be referred to the appropriate person who has the authority to address that
specific matter on behalf of the Corporation. All Midas Team members are required to report to
a member of the MGC Disclosure Committee any posts which they feel are in any way
1 Approved by the Board on: November 24, 2014 •
•
•
•
misleading, false or otherwise inappropriate. Bearing in mind the viral nature of social media, team members must consider fully and carefully the content of any post, knowing it could make its way to the front pages of major news sites. Any posts that contain statements, photos, video or audio that could reasonably be seen a malicious, obscene, threatening or intimidating will be regarded as a violation of this policy. Maintain confidentiality of business and proprietary information. With reference to the
Corporation’s Disclosure and Confidentiality Policy, it would be regarded as a clear violation of
this policy to discuss any Midas Gold-­‐related information on social media that is not already in
the public domain. This includes, but is not limited to, drill results, photographs of unassayed
drill cores, financial results and negotiations with stakeholders with respect to permitting or
other matters, to name just a few. If a team member is uncertain as to whether something is
confidential or not, that person should speak to a member of the MGC Disclosure Committee
prior to posting or commenting anything.
Only post information that is known to be accurate and publicly disclosed. If a Midas Team
member inadvertently posts information that is incorrect or in any way misleading, that person
must correct it immediately and, at the same time, bring the matter to the attention of the MGC
Disclosure Committee.
Refer media, press and investor inquiries to an authorized spokesperson of the Corporation or
MGC if an official Company response is needed. The Midas Team must not speak on behalf of
the Corporation with the media, press or analysts/shareholders, unless they are an authorized
spokesperson for the Corporation.
Look before you link. Each team member bears full responsibility for the content of what they
post on line. It is therefore essential that, prior to posting or responding, the team member has
read and understood the entire webpage or article to understand and ensure that their post is
both accurate and factual. In posting a link, the team member assumes responsibility for third
party content on that link.
SOCIAL MEDIA DOs and DON’Ts C.
The following outlines what all employees, officers and directors of the Corporation should adhere to when using social media on behalf of the Corporation as well as for personal use: What You Should Do: •
Disclose your Affiliation. If you talk about work related matters that are within your area of job
responsibility you must disclose your affiliation with the Corporation.
•
State That It’s YOUR Opinion when commenting on the business. Unless authorized to speak on
behalf of the Corporation, you must state that the views expressed are your own.
•
Protect Yourself. Be careful about what personal information you share online.
2 Approved by the Board on: November 24, 2014 •
Act responsibly and ethically. When participating in online communities, do not misrepresent
yourself or the Corporation.
•
Honor Our Differences. Live the values. The Corporation will not tolerate discrimination
(including age, sex, race, color, creed, religion, ethnicity, sexual orientation, gender identity,
national origin, citizenship, disability, or marital status or any other legally recognized protected
basis under federal, state, or local laws, regulations or ordinances).
•
Comply with Midas Gold’s policies. This includes the Corporation’s Disclosure and
Confidentiality Policy, and the Code of Conduct & Ethical Values Policy.
What You Should Never Disclose: •
The Numbers. Non-­‐public financial, assay result or operational information cannot be disclosed.
If it’s not already public information, it is not your job to make it so.
• Personal Information: Never share personal information about other employees, officers or
directors of the Corporation or any of the Corporation’s contractors or service providers.
•
Legal Information. Do not disclose anything to do with a legal issue, legal case, or attorneys
without first checking with the Disclosure Committee.
•
Anything that belongs to someone else.
•
Confidential Information: Do not publish, post, or release anything that is considered
confidential.
Basically, if you find yourself wondering if it is ok for you to discuss something that you learned at work, don’t discuss it. D.
VIOLATIONS If a member of the Midas Team violates the guidelines provided in this Policy, the Corporation may require that person to correct, edit or remove a post or statement. In addition, violations of this policy by employees can result in disciplinary action, including termination of employment. 3 Whistleblower Policy
Approved by the board
on November 24, 2014
Summary:
In keeping with its commitment to
ensuring the highest standards of
professional and ethical conduct in all
activities, Midas Gold has adopted the
Whistleblower Policy to provide an avenue
whereby concerns regarding questionable
business practices can be raised without
fear of any discrimination, retaliation or
harassment. This Policy outlines the types
of concerns that can and should be
reported and the mechanism by which
employees, Directors, officers, consultants
and stakeholders may report concerns that
they may have with the Corporation and
its activities.
1
Approved by the Board on: November 24, 2014 WHISTLEBLOWER POLICY A. PURPOSE OF THE POLICY Midas Gold Idaho, Inc. (“Midas Gold”), it’s parent company, Midas Gold Corp. (“MGC”) and all entities controlled by MGC (collectively the “Corporation") are committed to the highest standards of professional and ethical conduct in all activities. Our reputation for honesty and integrity among our stakeholders is key to the success of our business. The transparency, honesty, integrity and accountability of the Corporation's financial, administrative and management practices are vital. These high standards guide the decisions of the Boards of Directors (the "Boards") of Midas Gold and MGC and are relied upon by the Corporation's stakeholders and the financial markets. For these reasons, it is critical to maintain a workplace where concerns regarding questionable business practices can be raised without fear of any discrimination, retaliation or harassment. This reporting mechanism invites you to act responsibly to uphold the Corporation’s reputation and maintain public confidence. Encouraging a culture of openness and ethical leadership from management will also help this process. This Policy is intended to encourage and enable stakeholders to raise serious concerns within the Corporation rather than overlooking a problem or seeking a resolution of the problem outside the Corporation. B. SCOPE AND APPLICATION This Policy applies generally to all directors, officers, employees, consultants and contractors. It is also intended to provide a method for other stakeholders to voice their concerns regarding the Corporation's business conduct. Management must lead the way by upholding the highest standards of honesty and integrity, setting standards and providing guidance. C. WHAT TO REPORT Those who are conducting regular business with the Corporation (employees, consultants, contractors, suppliers, shippers) are often the first to realize that there may be a serious issue within the Corporation. However, they may decide not to express their concerns because they feel that speaking up would be disloyal to their colleagues or to the Corporation. They may also fear harassment or victimization. In these circumstances, they may feel it would be easier to ignore the concern rather than report what may just be a suspicion of malpractice. You are required to promptly report, either orally or in writing, all evidence of activity that may constitute any of the following: (a) suspected violations of the law, whether civil or criminal; 1 (b) suspected violations of corporate policies or the Corporation's Code of Ethics; (c) harassment or other inappropriate workplace conduct; (d) breaches of occupational health and safety legislation; (e) questionable accounting, internal accounting controls or auditing practices or irregularities; (f) risk to the Corporation's assets, property or resources; (g) danger to health, safety or security of a worker or the public; or (h) concerns about other business practices of the Corporation. In any report filed under this policy, you should provide as much specific information as possible including names, dates, places and events that took place, your perception of why the incident(s) may be a violation, and what action you recommend be taken. If you are unsure about the best course of action to take in a particular situation, you are encouraged to seek guidance in the same manner as making a report. D. WHO TO CONTACT You are encouraged to report your concern to your immediate supervisor. Where a satisfactory response is not received, or if you are uncomfortable addressing your concerns to your supervisor, you may contact any executive officer. Where a satisfactory response is not received, or if you are uncomfortable addressing your concerns to an executive officer of the Corporation, we invite you to put your concerns in writing and forward them by fax, mail or hand delivery to: The Chair of the Board of Midas Gold Idaho Inc. "To be opened by the Board Chair only" c/o DuMoulin Black LLP 10th Floor, 595 Howe Street Vancouver, British Columbia Canada V6C 2T5 Fax: 604.687.8722 DuMoulin Black LLP (Midas Gold's legal counsel) will promptly forward, unread, any correspondence addressed in this manner to the Midas Gold Board Chair. If you would like to discuss any matter with the Midas Gold Board, you must indicate this in your submission and include a telephone number where you can be contacted if the Midas Gold Board deems it appropriate. Alternatively, all incidents or concerns can be reported to the Chair of the MGC Board and the Chair of the MGC Audit Committee confidentially and anonymously through WhistleBlower Security: (a) by North America Toll free phone: 1.866.921.6714 2 or (b) Through the WhistleBlower website: www.whistleblowersecurity.com http://secure.whistleblowersecurity.com/incident/IncidentReporter.aspx Reporting Accounting Concerns You may submit, on a confidential, anonymous basis if you so desire, any concerns regarding financial statement disclosures, accounting, internal accounting controls or auditing matters, directly to the MGC Audit Committee. We invite you to put your concerns in writing and forward them by fax, mail or hand delivery to: The Chair of the MGC Audit Committee of Midas Gold Corp. "To be opened by the Audit Committee Chair only" c/o DuMoulin Black LLP 10th Floor, 595 Howe Street Vancouver, British Columbia Canada V6C 2T5 Fax: 604.687.8722 DuMoulin Black LLP (MGS's legal counsel) will promptly forward, unread, any correspondence addressed in this manner to the Chair of the MGC Audit Committee. If you would like to discuss any matter with the Audit Committee, you must indicate this in your submission and include a telephone number where you can be contacted if the Audit Committee deems it appropriate. Accounting concerns can also be submitted through the WhistleBlower website, as detailed above. E. CONFIDENTIALITY AND ANONYMITY The Corporation will respect the confidentiality of any complaint received under this Policy when requested, and anonymous written communications will be accepted. However, we encourage you to utilize the anonymous reporting medium only as a last resort because of the inherent difficulty of following up on anonymously reported violations. If you choose to remain anonymous and do not provide sufficient detail, we may not be able to instigate or make a comprehensive investigation of the claim. F. INVESTIGATION OF COMPLAINTS We assume that all reports under this Policy are made in good faith, are real, legitimate and significant enough to warrant an investigation. All complaints under this Policy will be promptly and thoroughly investigated, and all information disclosed during the course of the investigation will remain confidential, except, subject to applicable law, as necessary to conduct the investigation and take any remedial action. All reports made to supervisors, or any executive officer of the Corporation in respect of matters specifically covered by this Policy will be reported to the Board. Specifically, any complaints received 3 regarding financial statement disclosures, accounting, internal accounting controls or auditing matters will be forwarded to the Chair of the MGC Audit Committee. At each MGC Audit Committee meeting, the MGC Audit Committee will review and consider any complaints or concerns that it has received and take any action that it deems appropriate. G. DUTY TO COOPERATE You have a duty to cooperate in an investigation. If you fail to cooperate or provide false information in an investigation, the Corporation will take effective remedial action commensurate with the severity of the offence. H. PREVENTION OF RETALIATION This Policy is set in the context of the statutory provisions of the Canadian Securities Administrators Multilateral Instrument 52-­‐110 Audit Committees and applicable United States laws. You will be protected from retaliation, harassment, discharge, demotion, suspension or other types of discrimination, or threats thereof, including compensation or terms and conditions of employment, that are directly related to the disclosure of such reports if you: (a) disclose the information in good faith; (b) believe it to be substantially true; (c) do not act maliciously or make false allegations; and (d) do not seek any personal or financial gain. You will also be protected in connection with any lawful act that you (i) take to provide information, or cause information to be provided, or otherwise assist in, any investigation regarding any conduct that you reasonably believe constitutes a violation of law or regulation, when the investigation is conducted by a federal, state or provincial regulatory or law enforcement agency, a member of Congress or Parliament, or a person with supervisory authority over you (or another person working for the Corporation who has the authority to investigate, discover, or terminate misconduct), or (ii) take to file, cause to be filed, testify, participate in, or otherwise assist in a proceeding filed or about to be filed (with knowledge of the Corporation) relating to an alleged violation of law or regulation. If you believe you have been unfairly or unlawfully retaliated against in respect of a report made under this Policy, you may file a complaint with your supervisor, or with any executive officer of the Corporation in instances where you are uncomfortable filing the complaint with your supervisor. If you are uncomfortable filing the complaint with a supervisor or an executive officer of the Corporation, you may file a complaint with the Midas Gold Board Chair, as outlined above. I. FALSE AND MALICIOUS ALLEGATIONS Midas Gold is proud of its reputation as a business with the highest standards of honesty. The Corporation will therefore ensure that substantial and adequate resources are put into investigating any complaint which it receives. However, it is important to realize that the Corporation will regard the making of any deliberately false or malicious allegations as a serious offence. Such actions may result in disciplinary measures up to and including dismissal for cause or termination of contract, as applicable, and if warranted, legal action. 4 J. CONSEQUENCES OF NON-­‐COMPLIANCE Compliance with this Policy is a condition of your employment. Policy violations may result in severe consequences, which could include civil and criminal penalties and internal disciplinary action up to and including dismissal for cause of termination of contract. 5