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Document Preview Code of Business Conduct and Ethics |
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Title: |
Code of Business Conduct and Ethics |
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Entities: |
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Date: |
2006 |
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Preview shows 11KB of 38KB total |
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Price: |
$40 |
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ID: |
#864892 |
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METALLICA RESOURCES INC.
CODE OF BUSINESS CONDUCT AND ETHICS
To further the Company's fundamental principles of honesty, loyalty, fairness and forthrightness, we have established this Code of Business Conduct and Ethics (this "Code"). Our Code strives to deter wrongdoing and promote the following objectives:
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;1.
2. Full, fair, accurate, timely and transparent disclosure;
3. Compliance with the applicable government and self-regulatory organization laws, rules and regulations;
4. Prompt internal reporting of Code violations; and
5. Accountability for compliance with the Code.
Below, we discuss situations that require application of our fundamental principles and promotion of our objectives. If there is a conflict between this Code and a specific procedure you should consult the CEO, or another officer as may be designated by the CEO from time to time, for guidance. The CEO, in the event of a conflict between this Code and any such procedure, or for any other guidance in respect of this Code absent a specific referral herein, should consult the Chairman of the Audit Committee of the Board of Directors.
ACCOUNTABILITY FOR COMPLIANCE WITH THE CODE
Each of the Company's directors, officers and employees is expected to:
Understand. The Company expects YOU to understand the requirements of your position including company expectations and governmental rules and regulations that apply to your position.
Comply. The Company expects YOU to comply with this Code and all applicable laws, rules and regulations.
Report. The Company expects YOU to report any violation of this Code of which you become aware.
Be Accountable. The Company holds YOU accountable for complying with this Code.
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TABLE OF CONTENTS | |
| Accounting Policies | 2 |
| Amendments and Modifications of this Code | 3 |
| Anonymous Reporting | 3 |
| Bribery | 3 |
| Compliance with Laws, Rules and Regulations | 4 |
| Computer and Information Systems | 4 |
| Confidential Information Belonging to Others | 4 |
| Confidential and Proprietary Information | 5 |
| Conflicts of Interest | 5 |
| Corporate Communications | 7 |
| Corporate Opportunities and Use and Protection of Company Assets | 7 |
| Discipline for Noncompliance with this Code | 7 |
| Disclosure Policies and Controls | 7 |
| Environment, Health and Safety | 8 |
| Fair Dealing with Others | 8 |
| Filing of Government Reports | 8 |
| Foreign Corrupt Practices Act | 8 |
| Insider Trading or Stock Tipping | 9 |
| Investor Relations and Public Affairs | 10 |
| Non-Retaliation for Reporting | 11 |
| Political Contributions | 11 |
| Prohibited Substances | 11 |
| Public Affairs | 11 |
| Record Retention | 11 |
| Relations Among Employees: Respect and Contribution | 12 |
| Reporting of Code Violations | 13 |
| Waivers | 13 |
| Conclusion | 13 |
Appendix-Ethics Certificate for CEO and CFO
ACCOUNTING POLICIES
The Company and each of its subsidiaries will make and keep books, records and accounts, which in reasonable detail accurately and fairly present the transactions and disposition of the assets of the Company.
All directors, officers, employees and other persons are prohibited from directly or indirectly falsifying or causing to be false or misleading any financial or accounting book, record or account.
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You and others are expressly prohibited from directly or indirectly manipulating an audit, and from destroying or tampering with any record, document or tangible object with the intent to obstruct a pending or contemplated audit, review or federal investigation. The commission of, or participation in, one of these prohibited activities or other illegal conduct will subject you to government penalties, as well as punishment of up to and including termination of employment.
No director, officer or employee of the Company may directly or indirectly;
Omit to state, or cause another person to omit to state, any material fact necessary to make statements made not misleading
in connection with the audit of financial statements by independent accountants, the preparation of any required reports whether by independent or internal accountants, or any other work which involves or relates to the filing of a document with the U.S. Securities and Exchange Commission ("SEC") or applicable Canadian securities regulatory authorities.
AMENDMENTS AND MODIFICATIONS OF THIS CODE
There shall be no amendment or modification to this Code except by a vote of the Board of Directors or a designated board committee that will ascertain whether an amendment or modification is appropriate.
In case of any amendment or modification of this Code that applies to an officer or director of the Company, the amendment or modification shall be posted on the Company's website within two days of the board vote or shall be otherwise disclosed as required by applicable law or American Stock Exchange or Toronto Stock Exchange rules. Notice posted on the website shall remain there for a period of 12 months and shall be retained in the Company's files as required by law.
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