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.
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.