Placer Dome Inc., its subsidiaries and the joint ventures we manage (collectively referred to as "Placer Dome" or the "Company") must act in an honest and ethical manner at all times. The concept of ethical considerations often go beyond what is lawful and it is occasionally difficult to determine whether an action is ethical or not. It is useful to discuss potential situations with your Manager or one of the in-house Legal Counsel of the Company to determine the appropriateness of an action beforehand. Proactive consultation is encouraged. Good intentions and failure to seek timely advice will not excuse violations of the Code.
A good test for deciding whether you are doing the right thing ethically is to ask the question:
"If there were full public disclosure of the facts, would it embarrass me, Placer Dome, my fellow employees or members of my family?"
We are committed, both in principle and in practice, to the maximum level of transparency consistent with normal commercial confidentiality. Transparency can be defined as "openness to public scrutiny".
This Code was developed through an extensive consultation process, which included a comparison of our policies relating to business conduct with those of other international companies. A draft Code was developed, widely discussed and distributed for comment to the regional offices of the Company. The purpose of the Code is to assist employees in making decisions related to business conduct. This Code is applicable throughout the world to all Placer Dome Directors and employees (full-time, part-time and contract). It will be reviewed annually.
Every employee who has executive or managerial responsibilities is:
How to Use the Code
The Code contains policy statements for key areas of business conduct. It addresses many of the main issues of concern to Placer Dome, but it is not comprehensive. You should ask your Manager or, alternatively, in-house Legal Counsel for advice about issues with which you are not comfortable. In some cases, lengthy policy statements have been condensed for easy reference. In other cases, more detailed guidelines or specific procedures are available from other sources. Wherever possible, these other sources are noted. If no additional sources are noted, you should contact your Manager for more details about the policy.
Compliance with Laws
We will comply with the laws applicable to the Company's business in the countries in which we operate.
Placer Dome and its employees will comply with all legal requirements applicable to our business. Ignorance of the law is not a defence. Each employee is responsible for understanding the laws that govern his or her work. Unlawful conduct will not be tolerated, even when the intent is to further other legitimate corporate objectives. Employees are encouraged to seek legal advice from in-house Legal Counsel if they are unclear about laws relating to their work. In those rare circumstances where timely legal advice is impractical, employees should conduct themselves in a manner which they would not hesitate to have fully and publicly disclosed.
Dealing with Public Officials
Payments or the provision of gifts to public officials, whether or not through an agent or joint venture partner, are not permitted except under specific and limited circumstances.
Under no circumstances should a payment or gift be made or offered to a public official with a view to assisting Placer Dome to obtain or retain business, or to effect the enactment or enforcement of any laws. Participation, whether directly or indirectly (e.g., through the use of an intermediary), in any bribe, kickback, contribution or similar payment is prohibited.
In some countries where Placer Dome does business, government employees may expect small "facilitating payments" for expediting routine governmental actions (e.g., process a radio licence) that they are in any event required to perform. Placer Dome is opposed to the making of these facilitating payments and every effort should be made to resist or minimize them. These payments may however be part of the locally understood and accepted compensation arrangements for these officials, and as a practical matter are sometimes unavoidable. These facilitating payments may only be made where all of the following conditions are met:
Payments or commission fees made to commercial agents and other representatives, such as joint venture partners, which are unreasonably large or could reasonably be expected to eventually end up in the hands of a public official, are prohibited. Accordingly, appointments of agents or other representatives including joint venture partners, should be approved by a senior Manager and the Legal Department of the relevant Company office to ensure compliance with Placer Dome's legal obligations.
As an alternative to the making of facilitating payments and as a way of gaining a government's respect and confidence, the Company encourages open and transparent contributions to good works such as charities, education or non-government organizations that benefit the community as a whole as well as Placer Dome's reputation. Contributions of this nature should not be made to an organization if the organization is tied directly or indirectly to the government department involved in regulating a Placer Dome project.
Political Contributions and Activities
The Company encourages employees to participate in partisan political activities, provided that they do not involve the use of Company funds, time, equipment, supplies, facilities, or other resources.
Placer Dome may from time-to-time, make contributions to candidates, their campaigns or political parties where permitted by law, but only with the approval of the Donations Committee of Placer Dome, or in the case of the regional Business Units, the Chief Executive Officer of the subsidiary company.
Each employee is encouraged to participate in the electoral process as a citizen and to fully exercise his or her right to vote.
When employees participate in personal political activities, they should ensure that it is clear that they are acting on their own behalf and not as a representative of the Company.
Giving Gifts or Benefits
Employees shall not offer or give on behalf of Placer Dome extravagant gifts or excessive entertainment or benefits to others.
Modest gifts and reasonable entertainment are allowed to be given for business purposes by appropriate employees, where legally permitted and in accordance with local business practices, to persons or entities doing business or seeking to do business with Placer Dome.
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. Cash or cash value vouchers are not to be given. Gifts or entertainment given on behalf of Placer Dome should be of a nature and amount that avoid embarrassment and would not reflect unfavourably on Placer Dome or the recipient, if subjected to public scrutiny.
Receiving Gifts or Benefits
Employees must not use their position to obtain personal gain or benefit from those doing or seeking to do business with Placer Dome.
Employees are required to select and deal with suppliers, customers and others doing or seeking to do business with Placer Dome in a completely impartial manner and be perceived by others to be acting in an impartial manner, without favour or preference based upon any considerations other than the best interests of Placer Dome.
Modest gifts and reasonable entertainment may be received from business associates of Placer Dome. No gift, favour or entertainment shall be of such a nature as might affect, or reasonably be perceived to affect, an employee's judgement or conduct in matters involving Placer Dome. Cash or cash value vouchers are not to be accepted.
Gifts or benefits of a more substantial nature from customers or suppliers, are not encouraged. However, occasionally there are special circumstances that may apply (e.g., developing a business relationship) and, in such cases, permission must be obtained from your Manager.
Employees must not use their position to obtain personal gain or benefit from companies or others doing or seeking to do business with Placer Dome. Employees must not seek any gifts, payments, services, loans, or other benefits.
Conflicts of Interest
Employees must avoid all situations in which their personal interests conflict or might appear to conflict with their duties to Placer Dome.
While Placer Dome recognizes and respects an employee's right to take part in financial, business and other activities outside their jobs, these activities must be free of conflict with their responsibilities as Placer Dome employees. Employees must avoid acquiring any interests or participating in any activities that would tend:
Ownership or an ownership interest in a competing or complementary business might create, or appear to create, a conflict. Employees must disclose to their Manager, in writing, all business, commercial or financial interests or activities where their activities might reasonably be regarded as creating an actual or potential conflict with their duties of employment.
Every employee of the Company who has executive or managerial 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 Placer Dome. Employees must do more than merely act within the law. They must act in such a manner that their conduct will bear the closest scrutiny should circumstances demand that it be examined. Not only actual conflicts of interest, but the very appearance of conflict, must be avoided.
If a "conflict of interest" exists, and there is no failure of good faith on the part of the employee, it will be Placer Dome's policy to allow a reasonable amount of time for the employee to correct the situation in order to prevent undue hardship or loss. Decisions in this regard shall, however, be within the discretion of Placer Dome management, whose first concern must be the interests of Placer Dome.
Conflict of interest relating to entities supplying, purchasing from or competing with the Company include:
Confidential and Proprietary Information
Unless previously published, the Company's records, reports, papers, processes, plans and methods are proprietary and confidential. Employees are prohibited from revealing information concerning such matters without proper authorization.
Proprietary information developed or acquired by Placer Dome, including trade secrets and other technical, financial and business information, is a valuable asset that must be kept confidential and protected against theft, loss or misuse. Confidential information (e.g., employee personal information and information acquired from third parties pursuant to a confidentiality agreement) must be used for authorized purposes only. Information that is not generally available to the public concerning the activities, results, or plans of Placer Dome must also only be used for authorized purposes. Confidential or proprietary information must never be used for personal gain.
The disclosure of Placer Dome's confidential or proprietary information to external entities (other than approved auditors, lawyers or banking institutions) must be authorized by a Vice-President of Placer Dome, a Vice-President for the relevant Company office, or a Mine General Manager and should be limited to those who have a strict "need-to-know" requirement. Any disclosure to these external entities must be made subject to the completion of a confidentiality agreement restricting the recipient from disclosing or using the information in an unauthorized manner.
Placer Dome retains the exclusive proprietary right to any information developed by employees in the course of their employment with Placer Dome. Examples may include inventions, designs, discoveries or software programs.
In most jurisdictions, the law requires that if personal financial benefit is gained by the use or misuse of Company property or of information that is confidential to the Company's business, then the employee must account to the Company for any benefit.
No employee shall purchase or sell securities of Placer Dome Inc., or securities of a company in a "special relationship" with Placer Dome, while in possession of material information concerning Placer Dome or such a company that has not previously been generally disclosed to the investing public for at least two business days. Nor shall an employee inform any individual or entity of any such material information, except in the necessary course of business.
Employees are encouraged to invest in Placer Dome Inc.'s shares, but must avoid trading when in possession of confidential material information which, if generally available, would reasonably be expected to either have an effect on the market price or value of those shares or affect an investor's decision as to whether to buy, sell or hold Placer Dome's shares. Such activity is self-evidently unethical, and in many jurisdictions, illegal. Penalties for violating insider trading laws can be severe.
These laws often apply equally to persons to whom an employee may pass on the information (e.g., spouse, family member or friend). These individuals are often subject to the same penalties as the employee who passed on the information. Accordingly, employees must exercise the highest degree of caution if they are aware of price-sensitive information. If in doubt, advice should be sought from the Legal Counsel for the relevant Company office.
Specific confidential information that could be considered material (i.e., likely to change the market price or value of Placer Dome Inc.'s shares or affect an investor's decision as to whether to buy, sell or hold those shares) includes unpublished information concerning a significant mineral discovery; operating and financial results; a stock split; a change in dividend policy; a major merger, acquisition or take-over bid; or a technical advance of unusual economic significance.
A company is deemed to be in a "special relationship" with Placer Dome if any one of the following conditions are met:
These provisions also apply to trading in shares of publicly traded Placer Dome subsidiaries and Placer Dome managed associated companies.
Placer Dome's computer and information systems are valuable assets of the Company. Consequently, their use must be in accordance with Company policies designed to protect the integrity of those systems and associated data.
Placer Dome employees must adhere to the following policies when conducting business on the wide range of information systems that the Company uses (e.g., voice mail, electronic mail, the Internet, facsimile, etc.):
Financial Controls and Records
Accounting and financial records must be maintained which accurately reflect all Company transactions. Each operating unit is responsible for the design, implementation and maintenance of adequate systems of internal accounting and administrative controls.
Placer Dome's accounting and financial records must reflect, in an accurate, complete and timely manner, all transactions affecting the Company in order to meet statutory requirements and to ensure proper preparation of the Company's financial statements. Transactions must be properly authorized and approved and recorded in accordance with both the relevant generally accepted accounting principles and the highest standards of integrity. There shall be no cash funds, bank accounts, investments or other assets which are not recorded or are inadequately recorded in the Company's accounting records. Accounting and financial records must be adequately protected from destruction or tampering. Questions relating to accounting and financial records should be referred to the Controller of Placer Dome or the Chief Financial Officer or equivalent senior financial executive with responsibility for the relevant region, all of whom have available a copy of the Financial Control Policies. The accounting and financial records must also be retained for a sufficient period of time to meet both the relevant local legal requirements and those required by Placer Dome Inc.'s corporate office.
While the empowering management style adopted by Placer Dome gives employees considerable discretion, all employees are responsible for establishing and maintaining an effective system of accounting and administrative controls in their area of responsibility. The objective of these controls is to provide assurance that all assets are adequately protected, properly used and the financialrecords accurately reflect the assets and liabilities of the Company. Management of the relevant operating Business Unit is responsible for knowing what can go wrong in their area of responsibility, and to be alert for symptoms of wrongdoing, loss or errors. Notwithstanding this, regional Chief Financial Officers or their equivalent are responsible for the overall integrity of the financial systems and controls in their regions. Accordingly they are expected and authorized to intervene to investigate and take action in situations at operations within their region where they believe financial controls are not meeting standards or are at risk.
There must be no concealment of information from (or by) management, or from Placer Dome's internal or external auditors or Legal Counsel.
Internal control provides Placer Dome with a system of "checks and balances" to assist in ensuring that accounting and administrative policies are complied with throughout the Company. This is not only a good business practice, but also ensures compliance with the various securities and tax laws to which Placer Dome is subject.
The calculation of ore reserves and mineral resources is to be made in accordance with established procedures. Ore reserve and other mineral resource estimates are considered confidential until made public by an officer with proper authority.
Ore reserves are one of the primary bases for the valuation of Placer Dome shares. Accurate and timely disclosure of ore reserve and mineral resource data is critical to the integrity of Placer Dome within the investment community.
Compliance with all legal requirements for the delineation of ore reserves and other mineral resources is critical. Ore reserves and other mineral resources must be defined and calculated in a manner consistent with applicable laws, and Company and regulatory policies and procedures. Those laws, policies and procedures are specific to the country in which the mineral deposit is located.
Placer Dome is committed to being a responsible member of the global community and to implementing a policy of "mining and sustainability".
Placer Dome is committed to demonstrating that through this policy we can contribute to long-term improvements in quality of life while acting as stewards of the environment. The key elements of this policy are:
The full Placer Dome Sustainability Policy is available from the Corporate Communications Department for the relevant Company office or the Placer Dome website.
Employee Harassment or Discrimination
The Company will not permit discrimination, intimidation or harassment of, or by, employees on the basis of race, gender, marital status, national origin or religious beliefs or on the basis of any other personal characteristics protected by law.
Discrimination is not permitted at any level of the Company or in any part of the employment relationship. This includes areas such as recruitment, promotion, training opportunities, salary, benefits and terminations. Placer Dome is committed, and employees are required, to sustain an environment that encourages personal respect and mutual trust. Differences between individuals, such as in race, gender, religion and physical limitations, are to be respected. Employees can expect to have their dignity honoured and their rights protected.
Employees are entitled to freedom from sexual and all other forms of personal harassment.
For a more detailed discussion of Placer Dome's employment policies or for confidential advice on particular issues, contact the Human Resources Department of your relevant Business Unit.
Occupational Health and Safety
Placer Dome will provide safe and healthy working conditions, develop, maintain and promote safe and productive work practices in all aspects of its business and comply with all occupational health and safety laws and regulations governing its activities.
Placer Dome considers the safety and health of its employees to be of utmost importance in the efficient conduct of its business, and believes that Management and each and every employee have a shared responsibility in the promotion of health and safety in the workplace. Placer Dome's Health and Safety Policy includes these points:
The full Placer Dome Health and Safety Policy is available from the Human Resources Department of the relevant Business Unit.
Compliance with the Code
All employees who are aware of any breaches of this Code must report the matter immediately to their Manager.
The Code of Business Conduct is a public document. As a result, adherence to the Code is fundamental to the Company's reputation in the business community and Placer Dome views breaches of the Code by employees as serious misconduct.
All employees are expected to adhere to this Code. Employees who breach the policies outlined in the Code may be subject to disciplinary action up to and including dismissal. If the situation involves a violation of law, the matter may also be referred to the appropriate law enforcement authority for consideration.
All breaches of the Code must be reported immediately to the reporting employee's Manager so that the matter can be dealt with in an expeditious manner in order to minimize any possible damage to the Company's reputation. The employee's Manager should promptly discuss the reported breach with the Senior Legal Counsel for the relevant Company office in order that its legal significance to Placer Dome can be properly assessed. The Manager shall submit for approval to the next higher level of management (with a copy to the Senior Legal Counsel for the relevant Company office) his or her written recommendation as to what action should be taken.
All employees who have executive or managerial responsibilities are required to sign an annual acknowledgement of adherence to the Code in the attached form of Acknowledgement. The completed Acknowledgement must be submitted to the local Senior Manager by January 15th of each year.
No retaliatory action will be taken or permitted against an employee making good faith reports of a suspected breach of the Code.