The Board of Directors of Western Gold Exploration Ltd (WGE) has determined that the Company should formalise its policy on compliance with anti-bribery and anti-corruption legislation applicable to the Company, its subsidiaries and agents (the “Legislation”).
The Company has a zero-tolerance approach to bribery and corruption. Even the suggestion of corruption may damage the reputation of the Company and affect its ability to do business, as well as the reputation of its employees. The Company is therefore committed to doing business ethically, even if this means not gaining new business, not using the services of particular agents or business partners or incurring delays in carrying on existing business.
The objective of this policy is to provide a procedure that the Company, together with its directors, officers, employees, consultants and contractors, conducts its business in an honest and ethical manner reflecting the highest standards of integrity and in compliance with all relevant laws and regulations applicable to it and in compliance with the Legislation.
This Policy applies to all directors, officers, employees, consultants, contractors and agents of the Company and reflects the standards to which the Company expects its business associates, partners, agents and consultants to adhere to when acting on the Company’s behalf. All consultants, contractors and agents shall be provided with or directed to a copy of this Policy, which will be posted on the Company’s website, and all agreements with consultants, contractors and agents shall include a provision that the consultant, contractor, agent or intermediary must abide by this Policy at all times.
Any breach of this Policy will result in disciplinary action (possibly including, but not limited to, termination of employment, contractor, consulting or agency relationships) and may also result in conviction for a criminal offence in many jurisdictions, including severe financial penalties and imprisonment. The Company treats the risk of bribery extremely seriously, not least because of the potential for reputational damage if the Company or an employee were found guilty of a bribery offence.
A copy of this Policy has been or will be made available to all directors, officers, employees, consultants, contractors and agents of the Company as well its auditors, legal counsel and other advisers. Additionally, a copy of the policy will be posted at sites operated by the Company. Directors, officers, employees, consultants, contractors and agents are required to refer to the Company’s website regularly to keep themselves informed of changes which may be made to this Policy from time to time. A copy of the current version of this Policy may also be obtained at any time from the Company’s CEO.
Management of the Company shall develop, implement, monitor and maintain a system of internal controls to facilitate compliance with this Policy, as well as to foster a culture of integrity and maintain high ethical standards throughout the Company.
PREVENTION OF IMPROPER PAYMENTS
All directors, officers, employees, consultants, contractors and agents will adhere to the Company's commitment to conduct its business in an honest and ethical manner reflecting the highest standards of integrity and in compliance with all relevant laws and regulations applicable to it.
This Policy prohibits the giving, accepting or requesting of a bribe or anything which may be viewed as a bribe and this applies to anything that you do yourself or which is done by you indirectly through a third party or by a third party associated with the Company. This Policy applies to private commercial activity and to activity involving public officials.
The Company and its directors, officers, employees, consultants, contractors and agents shall not:
A “public official” includes:
In practice, this can include civil servants, inspectors, members of a political party, employees of a university, judges, customs and immigrations officials, ambassadors and embassy staff, and law enforcement personnel. This list is not exhaustive, and you must consult the management if you have any concerns about a public official’s potential status.
The Company and its directors, officers, employees, consultants, contractors and agents shall not offer, provide, authorise, request or receive a “bribe” or anything which may be viewed as a bribe, directly, indirectly or otherwise via any third party, or perform their functions improperly in anticipation or in consequence of a bribe.
A “bribe” is any financial or other advantage which is offered, provided, authorised, requested or received as an inducement or reward for the improper performance of a person’s relevant function or the receipt of which its itself improper.
KICKBACKS AND FALSE COMMISSIONS
The Company and its directors, officers, employees, consultants, contractors and agents shall not kickback any portion of a contract payment to any third party (including employees of another contracting party) or utilise other techniques, such as subcontracts, purchase orders or consulting agreements, or commissions to channel bribes to any third party (including public officials, employees of another contracting party, their relatives or associates).
The Company and its directors, officers, employees, consultants, contractors and agents shall not offer, make, pay or receive any Facilitation Payment to any third party including, but not limited to, public officials.
"Facilitation Payment" means any payment made to encourage the recipient or a third-party to perform their existing obligations or role, or expedite a routine task they are otherwise obligated to do. These can be payments to perform routine tasks, including:
The Company and its directors, officers, employees, consultants, contractors and agents shall not make any contributions or provide any financial support, directly or indirectly, to political parties or candidates on behalf of the Company.
CHARITABLE CONTRIBUTIONS & SOCIAL BENEFITS
The Company and its directors, officers, employees, consultants, contractors and agents shall not make any charitable or community contributions on behalf of the Company without first obtaining formal internal approval for such contribution in accordance with prescribed procedures of the Company. Given the nature of the Company's business, the Company may periodically be asked by governments or relevant agencies, or may be required by law, to contribute financially or in kind, or to partner with relevant agencies, in the development of local communities and services for those communities, and for infrastructure near its assets, such as roads, schools, medical facilities and worker housing. As part of the Company's commitment to corporate responsibility and sustainable development, as a general matter, the Company would like to provide such assistance in appropriate circumstances in an appropriate manner. However, outside of a program for which there is an existing approval by the Company or which is required by applicable law, such requests must be carefully examined for legitimacy. All requests must be carefully structured for the benefits to reach their intended recipients.
GIFTS, ENTERTAINMENT & PAID ENGAGEMENTS
The Company and its directors, officers, employees, consultants, contractors and agents shall not give, offer or receive inducements, including gifts and entertainment, on a scale that might be perceived as creating an obligation on the recipient, or to influence a decision by the recipient. To comply with this Policy, the cost or expense of a gift, meal or entertainment must be reasonable. It must be directly connected to a legitimate business promotional activity or the performance of an existing contract, it must be permitted under local law and it must be otherwise consistent with the Company's business practices.
In addition to the general guidance outlined above, no gifts, hospitality or entertainment of value of more than £50 per individual shall be offered, provided or accepted unless they have been suitably approved in advance by the Company which shall maintain a record of all such requests and approvals and regularly review such records
Offers of entertainment may be accepted or made where they are necessary to develop and maintain outside contacts relevant to work responsibilities. They should be restricted to working lunches or similar events as far as possible.
You should decline any offer of entertainment that might be seen as excessive, as putting the recipient under an obligation, as offered to influence a procurement decision, as in doubtful taste or as liable to bring the Company's name into disrepute. Excessive includes offers of entertainment that are time-consuming, over-frequent (part of a pattern of invitations to one area from a particular organisation that, taken together, appears inappropriate); or disproportionately lavish. Invitations to expensive or exclusive sporting or cultural events should be declined.
Business contacts may also be personal friends. For the purposes of these rules, any hospitality offered and accepted in an official and not a personal capacity should be seen as institutional and reported accordingly. (E.g. where a firm is paying for the hospitality)
Entertainment includes all hospitality received including meals (for example working lunches and breakfasts), drinks and paid-for outings of all kinds. Tea, coffee or light refreshments, e.g. biscuits received at the offices of a third party need not be reported.
If you are invited to an event accompanying your spouse or partner you should treat the invitation as though it was to yourself as a Company Director and apply these rules accordingly.
If in doubt about whether it is appropriate to accept an invitation, please discuss with a fellow director before accepting the entertainment offered.
You should discourage the presentation of gifts as far as possible. However, where refusal would cause offence or embarrassment, and when the value is modest, a gift may be accepted.
Sometimes gifts take the form of ‘prizes’ offered by a corporate entity when you are on Company business. The same rules apply:
If you are in any doubt as to the appropriateness of the offer of a gift, hospitality or entertainment you should seek further guidance from the CEO.
As a general rule, invitations to speak at a commercially-sponsored conference, in your role as a Director of the Company, should be accepted only when the occasion provides a good opportunity for the Company to communicate information to a relevant audience.
Any gifts received in respect of speaking engagements/articles/media appearances should be dealt with in accordance with the guidelines on gifts set out above.
The Company and its directors, officers, employees, consultants, contractors, agents or intermediaries shall reject any direct or indirect request by any third party (including but not necessarily limited to a public official) for a bribe (including a facilitation payment), even if by rejecting such a request, the Company is consequently threatened with adverse commercial actions.
The Company does, however, recognise that in some cases an individual’s own welfare and safety could be at risk if they do not respond to such requests. If you find yourself in this situation, you should never put yourself in danger but should promptly report the request to the CEO.
As with other violations of this Policy, the offering or making of any facilitation payment and/or the failure to fulfil any reporting obligations under this Policy shall be a disciplinary matter subject to the Company’s disciplinary process. However, the Company shall not take disciplinary action against any individual who makes a payment in such circumstances if they genuinely believe that they or their family members would have been put in danger if they had not done so.
ACCOUNTING: BOOKS & RECORDS
The Company will maintain a system of internal accounting controls and keep books and records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets. Accordingly:
These requirements apply to all transactions regardless of financial materiality.
All directors, officers, employees, contractors, consultants and agents, in discharging their duties, shall comply with the laws, regulations and rules of the jurisdiction where they carry out their business duties to the Company and all jurisdictions where the Company conducts its business activities, and in particular with respect to corrupt practices laws, regulations and rules. Where uncertainty or ambiguity exists, competent legal advice should be obtained. It is a fundamental principle of this Policy that discretionary decisions relating to the contents described herein should not be made “in the field”, but rather, should be referred through the procedures of the Company to the responsible persons for approval (which may include, but are not limited to, the CEO and CFO) who will make such decisions with advice from external legal counsel if necessary.
Any officer or employee that becomes aware of actions which could constitute a violation of this Policy is required to report it to their immediate supervisor.
Consequences of Non-Compliance: Failure to comply with this Policy may result in severe consequences, which could include internal disciplinary action and possible termination of employment or consulting arrangements. The violation of this Policy may also violate certain laws (particularly those of Scotland and Canada) and if it appears that a director, officer, employee, consultant, contractor, agent or intermediary may have violated such laws, then the Company may refer the matter to the appropriate regulatory authorities, which could lead to criminal prosecution or civil action resulting in penalties, fines and imprisonment.