PURPOSE

The purpose of this Policy is to ensure that all practices and conduct by and within Minecon Resources and Service Limited (“MINECON” or “the Company”) are aligned with the fundamental principles of ethical personal and corporate behaviour.

SCOPE OF POLICY

This Policy applies to all employees of MINECON, and to all individuals representing MINECON and it’s business partners, and this Policy extends to all places and times where company business is conducted by such parties on behalf of MINECON.

POLICY

All activities by MINECON and its employees must be lawful. Lawfulness, however, is merely a starting point. It is equally important that all activities be conducted in an ethical manner.

Ethical conduct or behavior should contain the following elements:

  • Legality
  • Honesty
  • Fair dealing

Ethical conduct means conduct that is honest, fair and free from deception and impropriety. Employees and other representatives of MINECON must, at all times, act in accordance with a high standard of ethical behaviour and with constant regard for MINECON’s reputation. As discussed in the following pages, these requirements apply to dealings with MINECON, fellow employees, shareholders, other businesses and the community at large.

Ultimately, each individual should test his or her own behaviour by asking: “Is there any reason why I would not want another person - MINECON, a co-worker, a business associate, the government - to be fully aware of my conduct and motives?” If this question causes any discomfort the individual should reconsider his or her conduct.

Ethical Business Practices

For MINECON’s reputation in the business community to be maintained, all dealings on MINECON’s behalf must reflect high standards of ethical behaviour. In particular, the following specific principles must be observed:

  • Compliance with Laws

MINECON must be aware of and comply with all relevant laws and regulations in all jurisdictions in which it conducts business. Individual employees have a duty to inform themselves of any laws relevant to their particular activities. Anyone with questions regarding legal issues should consult with an Executive Director, who will consult with our counsel.

  • Integrity in Business Dealings

Employees must act with integrity in dealings with all persons inside and outside the Company, including government officials, customers, suppliers and members of the community. Employees must follow established standards in procurement, and must treat tenders fairly and equally.

  • Gifts, Entertainment and Other Favours and Business Courtesies

No person may give to outside companies or individuals, or accept from them, any material gift or extravagant entertainment, or any similar benefit. A “material” gift is one of such value that it constitutes a personal enrichment for the recipient such that it could be a factor in influencing that person’s behaviour. Entertainment will be considered “extravagant” if it would appear excessive to an objective observer and would typically be of a value greater than US$500. Employees must properly record in MINECON’s accounts any amounts spent on gifts, entertainment or other favours and business courtesies. Where such considerations are received by a MINECON representative within the scope of this Policy, such transactions must be formally captured in the manner and form described in the Gifts Register section below.

  • Gifts Register

Each senior representative within MINECON, down to the level of Executive Directors, shall maintain a Gifts Register for his/her person, department of division, as the case may be, in which transactions as described in the section above relating to the receipt by any MINECON representatives of gifts, entertainment and other favours and business courtesies, will be recorded.

Details of any gift, entertainment, or other favours and business courtesies which are accepted by a MINECON representative, no matter how small must following receipt, promptly be recorded in the Gifts Register maintained in the prescribed manner and form by the Head of division.

The format of the register must ensure that the details of any such transaction are recorded by the recipient, to the extent that the date, financial value and description of the consideration received, and circumstances of the transaction are captured, and the recipient will also sign the register. The register itself will be a hard covered item of stationery with fixed and numbered pages, and registers will be kept available so that transactions can be reviewed for up to five years afterwards.

  • Questionable or Improper Payments

Where commissions, consultants’ fees, retainers and similar payments are required to be made and can be justified in the normal course of business, those payments must be clearly commensurate with the services performed and must be properly recorded in the accounts of MINECON. No other payments may be given or received. In particular, no employee may, in the context of his or her employment, receive any payment that is not for the direct and exclusive benefit of MINECON.

  • Political Donations

All political contributions made on MINECON’s behalf must be made directly by any of MINECON’s Executive Director, provided that any amount greater than US$500 will be approved by the Board of Directors.

  • Compliance with Accounting Policies

Employees must comply strictly with prescribed accounting policies, audit procedures and other such controls. All accounts must properly describe and accurately reflect the transactions recorded and all assets, liabilities, revenues and expenses must be properly recorded in the books of MINECON. No secret or unrecorded funds or other assets are to be established or maintained.

  • Contract Workers

The Company considers that the compliance obligations arising out of this Policy apply not only to employees of the Company, but also to independent contract workers to the extent that they conduct activities on the Company’s behalf. The Company therefore expects all such contractor personnel to familiarize themselves with this Policy, and to comply with it, in the same manner as is expected of MINECON employees.

  • Business Associates

The Company will make all reasonable efforts to promote the application of these ethical business practices by its third party suppliers.

International Business

MINECON’s growth has been accompanied by increased exposure to legal and ethical issues arising in international business activities.

  • Compliance with Anti-Bribery Legislation

MINECON is subject to legislation in both Ghana and other African Countries that prohibits corrupt practices in dealing with governments. Some potential Africa countries may have anti-corruption laws, as well as Corrupt Practices Act, which makes it an offence to make or offer a payment, gift or benefit to a government official in order to induce favourable business treatment, such as obtaining or retaining business or some other advantage in the course of business. Violation of this legislation may result in substantial penalties to MINECON and to individuals.

MINECON, as well as individual employees, must take all reasonable steps to ensure that the requirements of this legislation are strictly met. No payments, material gifts or other benefits are to be given, directly or indirectly, to government officials, political parties or political candidates for the purpose of influencing government decisions in MINECON’s favour. Furthermore, no such payments are to be made to agents or other third parties in circumstances where it is likely that part or all of the payment will be passed on to a government official, political party or political candidate. For the purpose of this paragraph, a material gift or benefit has a value in excess of US$500.

  • "Facilitation" Payments

There are certain types of payments to government officials that are allowed under Ghanaian legislation, called “facilitation” or “facilitating” payments. These are small payments or tips that are accepted custom in certain foreign countries in the context of having routine administrative actions performed by government officials. Employees should be aware that such payments are permissible only under very limited circumstances and must be properly documented. As well, they must advise the Executive Director of the particular Division in advance of any anticipated payments and provide written request for reimbursement of any such payment. If there are any questions regarding the permissibility of any particular payment, advice should be sought from the Executive Director. Moreover, employees must ensure that any such payments are properly recorded in accordance with the Company’s accounting procedures. Anyone with questions regarding these legal issues should consult the any Executive Director.

Personal Conduct

  • Work-related Conduct and Conflicts of Interest

MINECON employees must comply with the standards of ethical behaviour in all aspects of their employment. This includes their dealings with people outside the Company as well as their relationships with their fellow employees and with MINECON as their employer. In addition, MINECON expects that employees will act with loyalty to the Company at all times.

In particular, individuals must not:

  • pursue personal gain or advantage from their employment activities;
  • misuse Company resources, including computer systems;
  • engage in insider trading;
  • compromise the confidentiality of corporate information; and
  • permit any actual or perceived conflict of interest between their personal interests and those of the Company
  • act unfairly in relation to the human rights of Company employees and other persons and to the principle of fairness in the application of Company policies, practices and procedures.

Employees must not enter into outside activities, including business interests or other employment, that may interfere with or be perceived to interfere with their performance at MINECON or otherwise compromise their duty of loyalty to MINECON.

  • Personal Conduct

In general, MINECON does not wish to dictate the personal conduct of individual employees outside working hours. Nevertheless, it expects employees to act lawfully at all times and to conduct their personal affairs as good and responsible citizens, in such a manner that reflects well on MINECON.

Employment Practices

MINECON recognizes that it must earn the loyalty that it expects from its employees. MINECON is committed to treating its employees ethically and fairly. In particular, MINECON strives to ensure the following:

  • no discrimination on the basis of gender, physical or mental disability, age, marital status, sexual orientation, religious belief, race, colour, ancestry or place of origin;
  • fair and competitive compensation;
  • fairness in performance appraisals and job advancement;
  • protection of employees from harassment; and
  • confidentiality of employee records.

All employees, and particularly managers, must maintain and promote these principles in their hiring practices and in their relationships with other employees.

Health, Safety and Environment

Effectiveness in occupational health, safety and environmental standards is an essential part of achieving efficiency and profitability in the Company's industry. MINECON will therefore work at continuous improvement in these areas and will be guided by the following principles:

  • creating a safe work environment;
  • minimizing the environmental impacts of its activities;
  • building co-operative working relationships with local communities and governments in the Company’s areas of operation;
  • reviewing and monitoring environmental and safety performance; and
  • prompt and effective response to any environmental and safety concerns.

Disclosure of Information

All corporate information is the property of MINECON. Corporate information includes trademarks, patents, software developments and applications, strategic and operational knowledge and financial information. It also includes any confidential information received by MINECON from third parties. Employees who are in a position of trust with respect to corporate information must treat this in the same manner as with any other corporate property. Employees must take care to protect the confidentiality of corporate information. In particular:

  • employees must not use corporate information for personal gain;
  • employees may not disclose corporate information other than for legitimate MINECON purposes and with appropriate safeguards, unless written approval is obtained from the appropriate manager;
  • media and investor communications are to be handled by an Executive Director;
  • employees must not disclose undisclosed corporate information in public speeches. Employees who give public speeches on behalf of MINECON must remit to the Company any payments or material gifts received.

Ensuring Compliance with this Policy

Compliance

As part of its efforts to ensure compliance with this Policy, MINECON requires that each employee complete an annual Compliance Certificate certifying compliance with this Policy. Employees whose positions may include involvement with foreign operations may be asked to complete more frequent Compliance Certificates so as to ensure corporate compliance with anti-bribery legislation (see previous section entitled “International Business”). Completed certificates are to be returned directly to an Executive Director. Any proposed non-compliance such as a proposed material gift, must be preapproved by the Board of Directors.

The Company demands that employees report any observed breaches of this Policy to an Executive Director. An employee or partner who violates this Policy may face disciplinary action up to and including termination of employment, in the case of an employee, and, in the case of a partner, termination of the partnership agreement with the Company. Violation of this Policy may also cause violation of certain laws. If it is discovered that laws have been violated, this matter may be referred to the appropriate regulatory authorities.

Related company policies

Two other Company policies give guidance in respect of matters of business ethics:

  • The Company’s Policy on Whistleblowing sets out clear guidelines for the reporting of business practices which give rise to concerns and gives assurances that persons reporting apparent improprieties will not be victimized for doing so.
  • The Company’s Disclosure Policy, the goal of which is to raise awareness of the Company’s approach to disclosure and promote compliance among the Company’s directors, officers, employees and consultants.