Code of conduct

African Barrick Gold Plc

Code of Business Conduct and Ethics

ABG’s success is built on a foundation of personal and professional integrity and commitment to excellence. As a company and as individuals, we must guide our conduct by the highest standards of honesty, integrity and ethical behaviour. This Code of Business Conduct and Ethics (the “Code”) embodies the commitment of ABG and its subsidiaries to conduct our business in accordance with all applicable laws, rules and regulations and the highest ethical standards throughout our worldwide organization. This Code has been adopted by ABG’s Board of Directors and applies to every ABG employee, including the Chief Executive Officer and other senior executive and financial officers, and to members of our Board of Directors. 

In addition to this Code, every employee and director must also read and comply with the portions of ABG’s Anti-Fraud Policy, Disclosure Manual, Code of Dealing, Anti-Bribery and Anti-Corruption Policy, Safety and Occupational Health Policy Statement, Environmental Policy Statement, and the policies of his or her particular office or mine site applicable to such employee or director.

All ABG employees are accountable for adhering to this Code and the highest ethical standards. You are responsible for reporting behaviour that violates this Code. Failure to observe this Code may subject you to disciplinary action by ABG, up to and including termination. Furthermore, violations of this Code may also be violations of the law and may result in civil or criminal penalties for you, your supervisors and/or ABG.

A. Compliance and Reporting

1. Duty to Report Suspected Code Violations

ABG expects employees and directors to take all responsible steps to prevent a violation of this Code, to identify and raise potential issues before they lead to problems, and to seek additional guidance when necessary.

As a general guideline, if you have any questions regarding the best course of action in a particular situation, or if you suspect a possible violation of a law, regulation or this Code, you should address the matter promptly with the relevant mine site manager or a member of ABG's in-house legal team. If reporting a concern or complaint to local management is not possible or advisable for some reason or if taking it to local management does not resolve the matter, you should promptly follow the procedures contained in ABG's Escalation Policy and Compliance Hotline for Business Ethics Policies.

In addition, ABG has established a reporting framework and process to ensure that all suspected violations of this Code are reported to appropriate levels of ABG management and, where necessary, ABG's Audit Committee and Board. The framework and procedure is contained in ABG's Escalation Policy and Compliance Hotline for Business Ethics Policies. All suspected violations of this Code must be reported in accordance with ABG's Escalation Policy and Compliance Hotline for Business Ethics Policies. All employees should note that reports may be submitted anonymously through the Compliance Hotline established as part of this Code. Access details for the Compliance Hotline are provided as part of ABG's Escalation Policy and Compliance Hotline for Business Ethics Policies.

In the event of any questions regarding the reporting process under this Code individuals should contact one of ABG's in-house legal counsel.

2. Formal Reporting Channels for Mandatory Reporting Matters

Certain suspected violations under this Code trigger mandatory reporting obligations. All mandatory reporting obligations must be reported through one of Formal Reporting Channels contained in ABG's Escalation Policy and Compliance Hotline for Business Ethics Policies. The following matters are mandatory reporting obligations:

  • any suspected misstatement in ABG's publicly released financial statements;
  • any suspected misrepresentation or misstatement in ABG's other public disclosure;
  • any other matter that could reasonably be expected to result in a restatement of ABG's publicly released financial statements or publicly released production guidance;
  • suspected bribery of a government official or any suspected form of commercial bribery1 or any other alleged violation of anti-corruption laws;
  • known or suspected fraud that involves a potential cost or loss to ABG exceeding US$10,000;
  • known or suspected fraud, regardless of amount, that involves an officer of ABG;
  • known or suspected fraud, regardless of amount, that involves an employee who has a significant role in ABG's internal controls;2
  • any other suspected violation of the Business Ethics Policies that involves an officer of ABG;
  • An event or series of events indicative of deterioration in the overall internal control environment at any ABG mine site, project development site or office; or
  • any suspected abuse or violation of human rights and all alleged violations of human rights.

If there is any doubt as to whether a matter falls within a category set out above, one of the Formal Reporting Channels must be used.

1. The concept of commercial bribery is wide and largely includes: (i) any payment, or commitment or promise of money or other forms of payment in-kind, or gift of anything of value, directly or indirectly, to any third party for the purpose of obtaining or retaining or securing any improper advantage in the conduct of ABG's business; or (ii) inducing or rewarding a third party for the improper performance of a function or activity, which operates to ABG's benefit. In the event of any question as to whether a matter could constitute commercial bribery, individuals should contact ABG in-house counsel.

2. Employees who have a significant role in ABG internal controls include employees in a "position of trust" who due to their authority and/or accountability to act on behalf of ABG influence the company's financial reporting and/or control environment. In the event of any questions as to whether an individual falls within this category, individuals should contact ABG in-house counsel.

3. ABG Compliance Hotline

If you prefer to report a suspected Code violation anonymously, or if any of the persons to whom you have reported a concern about a Code violation has not, in your view, responded appropriately, ABG has established an ABG Compliance Hotline to assist you.

The ABG Compliance Hotline is answered by an outside service provider and is available to all employees. If you require an interpreter, every reasonable effort will be made to provide you with one. The contact information for the ABG Compliance Hotline is set out in ABG's Escalation Policy and Compliance Hotline for Business Ethics Policies.

4. Handling of Reports

Reports of suspected Code violations received by local management will be reported to ABG's General Counsel and managed in accordance with the framework contained in ABG's Escalation Policy and Compliance Hotline for Business Ethics Policies.

ABG's General Counsel is responsible for all reports of suspected Code violations received through a Formal Reporting Channel and will ensure that prompt and appropriate action is taken in respect of such reports. In addition, ABG's General Counsel will report to the Audit Committee of the Board of Directors on Code violations and suspected Code violations in accordance with ABG's Escalation Policy and Compliance Hotline for Business Ethics Policies.

5. Confidentiality and Non-Retaliation

Every reasonable effort will be made to ensure the confidentiality of concerns about suspected Code violations, any related investigations and the identity of those providing information, to the extent consistent with the need to conduct an appropriate, fair and thorough investigation. If you prefer to report an allegation anonymously, you must provide enough information about the incident or situation to allow ABG to investigate properly.

We encourage and expect you to raise possible ethical issues and will not tolerate retaliatory action against any individual for raising concerns or questions regarding ethics matters or for reporting suspected Code violations in good faith.

B. Standards of Conduct

1. Conflicts of Interest

All employees and directors have an obligation to act in the best interests of ABG. A "conflict of interest" occurs when an individual's private interest improperly interferes, or appears to interfere, with the interests of ABG. A conflict situation can arise when an employee or director takes actions or has private interests that may make it difficult to perform his or her company work objectively and effectively. Conflicts of interest may cause an employee or director to make decisions based on personal gain rather than in the best interests of ABG. Employees and directors should avoid conflicts of interest. In particular, you may not use or attempt to use your position at ABG to obtain any improper personal benefit for yourself.

ABG respects the right of employees and directors to take part in financial, business and other activities outside their jobs. These activities, however, must be free of conflict with your responsibilities as ABG employees and directors. ABG employees and directors must not serve as directors or officers of, or work as employees or consultants for, a competitor or an actual or potential business partner of ABG without prior approval of the Chief Executive Officer or the General Counsel.

ABG employees and directors must not invest in or trade in shares of a competitor or an actual or potential business partner of ABG where such investment or trading may appear or tend to influence business decisions or compromise independent judgment. This prohibition does not apply to shares of a publicly traded company where such investment or trading relates to less than five percent of its issued shares. However, investing or trading in ABG's competitors or business partners remains subject to applicable laws and regulations regarding insider trading, including prohibitions against trading when in possession of material non-public information regarding such companies, whether such information is gained in the course of employment with ABG or otherwise.

ABG employees and directors must not seek or solicit any gifts or other benefits for personal or individual use from ABG's actual or potential business partners or suppliers. Employees and directors may receive modest unsolicited gifts and reasonable entertainment from ABG's business associates. Employees and directors (or a member of their immediate family) must not accept gifts or entertainment of a value that may appear to or tend to influence business decisions or compromise independent judgment. Gifts of cash or cash value vouchers may not be accepted from ABG's business associates under any circumstances.

If a conflict of interest exists, and there is no failure of good faith on the part of the employee or director, ABG's policy generally will be to allow a reasonable amount of time for the employee or director to correct the situation in order to prevent undue hardship or loss. However, all decisions in this regard will be in the discretion of the Chief Executive Officer or the General Counsel, whose primary concern in exercising such discretion will be the best interests of ABG.

2. Public Disclosure

ABG is committed to providing timely, factual and accurate disclosure of material information about ABG to its shareholders, the financial community and the public, including in ABG's filings with securities regulatory authorities. ABG's policy governing public disclosure is set forth in our Disclosure and Communications Policy, Disclosure Manual and supporting guidelines (the "Disclosure Framework"). Employees and directors involved in the company's disclosure process are responsible for acting in accordance with the Disclosure Framework. In addition, all employees are required to thoroughly understand and comply with the Disclosure Framework.

3. Compliance with Laws, Rules and Regulations

ABG is committed to compliance with all applicable laws, rules, and regulations in every jurisdiction in which it does business. All employees and directors are expected to adhere to the standards and restrictions imposed by those laws, rules and regulations. Employees and directors should educate themselves on the laws, rules and regulations that govern their work and should seek the assistance of the General Counsel or any ABG in-house legal counsel when necessary or appropriate.

ABG and its employees and directors are subject to laws and regulations regarding insider trading. Generally, UK, Canadian and United States securities laws prohibit trading in the securities (including equity securities, convertible securities, options, bonds and any stock index containing the security) of any company while in possession of material, non-public information regarding such company. This prohibition applies to ABG securities as well as to the securities of other companies. ABG has adopted a Securities Dealings Procedure and Code in order to prevent improper trading in securities. It is important that you thoroughly understand and comply with such policy.

It is ABG's policy that neither ABG nor its employees or directors shall pay, offer to pay or promise to give anything of value, directly or indirectly, to any third party, including any government official, for the purpose of obtaining or retaining or securing any improper advantage in connection with the conduct of ABG's business or if such action would likely cause a third party to misuse their position. Equally ABG personnel must not misuse their own positions in connection with seeking, agreeing to receive or accepting payments or favours for themselves or others. ABG may encounter particular pressure to make payments or enter into arrangements in countries where extraordinary competition exists for mining opportunities and should be particularly vigilant not to be tempted by assertions that such practices are common or condoned in that country. Examples of situations that may constitute making improper payments to third parties, which include government officials, include giving gifts, paying tips or other monetary amounts not required by law, providing entertainment and sponsoring travel. Detailed guidance on such matters is provided in ABG's Anti-Bribery and Anti-Corruption Policy. All ABG directors, officers and employees are required to comply with this policy in addition to this Code.

If you are not certain that any conduct or proposed conduct is appropriate ABG's in accordance with the restrictions contained in this Code or ABG's Anti-Bribery and Anti-Corruption Policy, you should discuss the matter promptly with ABG's General Counsel or any ABG in-house legal counsel.

4. Corporate Opportunities

You owe a duty to ABG to advance its legitimate interests. Employees and directors are prohibited from (a) taking for themselves personally opportunities that are discovered through the use of corporate property, information or position, unless ABG has already been offered the opportunity and declined it; (b) using corporate property, information or position for personal gain; and (c) competing with ABG.

5. Protection and Proper Use of Company Assets

All employees and directors should protect ABG's assets and ensure their efficient use. ABG's assets must be protected from loss, damage, theft, misuse, and waste ABG assets include your time at work and work product, as well as ABG's equipment and vehicles, computers and software, trading and bank accounts, company information and ABG's reputation, trademarks and name. ABG's telephone, email, Internet and other electronic systems are primarily for business purposes. Personal communications using these systems should be kept to a minimum. Employees and directors should exercise prudence in incurring and approving business expenses, work to minimize such expenses and ensure that such expenses are reasonable and serve ABG's business interests.

ABG's Anti-Fraud Policy sets out ABG's expectations and requirements relating to the prohibition, recognition, reporting and investigation of suspected fraud, corruption, misappropriation and other similar irregularities. All ABG directors, officers and employees are required to comply with this policy in addition to this Code.

If you are not certain that any conduct or proposed conduct is appropriate ABG’s in accordance with the restrictions contained in this Code or ABG's Anti-Fraud Policy, you should discuss the matter promptly with ABG's General Counsel or any ABG in-house legal counsel.

6. Financial Controls and Records

ABG's accounting and financial records must reflect in an accurate, complete and timely manner, in reasonable detail, every business transaction undertaken by our company, and must conform to applicable legal requirements and ABG's system of internal controls. All employees and directors who have control over ABG's assets and transactions are responsible for establishing and/or maintaining a system of internal controls in their area of responsibility designed to (a) prevent unauthorized, unrecorded or inaccurately recorded transactions; and (b) permit the preparation of financial statements according to generally accepted accounting principles.

Mineral reserves and resources must be defined, calculated and disclosed in a manner consistent with applicable laws and regulations and ABG's established procedures.

7. Confidentiality

Employees and directors should maintain all confidential information in strict confidence, except when disclosure is authorized by ABG or legally mandated. Confidential information includes, among other things, any non-public information concerning ABG, including its business, financial performance, results or prospects, and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed. Your obligation to safeguard ABG's confidential information continues after your employment with ABG ends.

ABG's policy on maintaining confidentiality is set forth in our Disclosure Framework.

8. Fair Dealing

ABG expects every employee and director to act at all times with the highest degree of integrity. You should endeavour to deal fairly with ABG's counterparties, suppliers, competitors and employees. No employee or director may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

9. Employee Harassment or Discrimination

ABG is committed to fair employment practices and a workplace in which all individuals are treated with dignity and respect. We do not tolerate or condone any type of discrimination prohibited by law. ABG expects that all workplace conduct will be professional and free of bias and harassment. All ABG Employees must comply with ABG's Human Rights Policy and Human Resources Policy.

10. Human Rights

It is ABG's Policy that it, and every employee and third party who provides services to it, shall at every location where ABG operates respect the human rights of stakeholders and the local community. No human rights violations by any ABG entity, employee or third party supplier or service provider will be tolerated. For additional guidance on such matters you should refer to ABG's Human Rights Policy and its implementing procedures.

11. Environmental, Safety, and Occupational Health Practices

ABG believes that sound environmental, safety, and occupational health management practices are in the best interests of its business, its employees, its shareholders and the communities in which it operates. ABG is committed to conducting our business in accordance with recognized industry standards and to meeting or exceeding all applicable environmental and occupational health and safety laws and regulations. Our health and safety vision is that every person will go home safe and healthy every day. Achieving this goal is the responsibility of all employees and directors.

ABG's safety and occupational health policy is set forth in the ABG Safety and Occupational Health Policy Statement, and our environmental policy is set forth in the ABG Environmental Policy Statement.

C. Waivers of this code

From time to time, ABG may waive certain provisions of this Code. The term "waiver" means the approval by ABG of a material departure from a provision of this Code. Waivers generally may be granted only by the General Counsel or the Chief Executive Officer, and shall be reported to ABG's Board of Directors or a Committee of the Board. However, any waiver of the provisions of this Code for directors and executive officers, including the Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer, may be made only by ABG's Board of Directors or a Committee of the Board and will be disclosed to shareholders as required by applicable rules and regulations.

D. ABG Compliance Hotline

ABG’s Compliance Hotline is operated by Global Compliance, an outside service provider, and is available to all employees 24 hours a day, 365 days a year. You may remain anonymous if you wish.

Individuals in the United States and Canada can reach the Compliance Hotline toll-free by calling 1-800-514-6281. Individuals in the United Kingdom and in other locations outside the United States and Canada can reach the Compliance Hotline toll free by calling 800-514-6281 via AT&T Direct. The instructions for calling via AT&T Direct are set out below.

Employees in Africa

AT&T Direct Access and collect calling is not currently available from Tanzania. Employees in Tanzania and Johannesburg can reach the Compliance Hotline by calling the following numbers:

  • Dar es Salaam Office – 82 7889
  • Bulyanhulu – 82 7889
  • Buzwagi – 82 7889
  • North Mara – 82 7889 
  • Johannesburg Office – 7889
  • outside sites/office – call Dar es Salaam Office (022 2600 604) or Johannesburg Office (0-800-99-0123) and ask to be connected to the Compliance Hotline on extension 827889

To reach the Compliance Hotline via AT&T Direct, please follow the instructions below.

Step 1:

make sure you have an outside line (if you are using a public phone, make sure it can be used to make international calls).

Step 2:

enter the AT&T Direct Access Number for the country you are calling from.

Step 3:

when you hear the English-language voice prompt or series of tone prompts, enter 800-514-6281. (DO NOT press “1” or “0” before dialing this number).

Step 4:

you will be connected to the ABG Compliance Hotline. Operators are available who speak English. If you speak a language other than English, tell the Hotline operator which language you speak. You will be asked to “please hold” while an interpreter joins the call.

AT&T Direct Access

You can obtain a current listing of AT&T Direct Access Numbers and detailed dialling instructions at http://www.usa.att.com/traveler/index.jsp. The AT&T Direct Access Numbers as of July 2010 for the primary countries in which ABG operates are set forth below:

South Africa:
United Kingdom:

0-800-99-0123
0800-89-0011

Interpretation Service

If you do not speak English, or prefer to have an interpreter assist you in speaking with the AlertLine representative, please immediately inform the AlertLine representative which language you speak. The representative will then begin conferencing in an interpreter. As this happens, you will hear music, please remain on the line. You will then hear a recorded message in your language to confirm that an interpreter will come on line shortly. An interpreter will then join your conversation to assist you and the representative in completing the call.