King Solomon Mines

Code of Conduct

Code of Conduct

 

1.             Mission and Objective

 

King Solomon Mines Limited (Company) aims to maximise the returns to its security holders from minerals exploration and  mine development in China.

 

In striving to do this, the Company will:

  • pursue its goals without injury through safe work practices;
  • conduct its activities honestly and ethically; and
  • treat people with respect and dignity.

 

The Company expects:

  • that all employees be accountable for their actions and decisions; and
  • that all employees deliver quality work.

 

The Company values:

  • the community and environment in which it operates; and
  • innovation and reliability from all employees.

 

This Code of Conduct reflects the Company’s core values and documents the ethical standards and conduct by which the Company and its employees will undertake business dealings.

 

 

2.             Policies, Standards and Guidelines

 

2.1          Compliance with the law

 

Company employees must comply with all laws and regulations in the conduct of the Company’s business. This includes understanding the laws and regulations relevant to their work and complying with the legal requirements of the jurisdiction in which they operate. The laws that govern the Company’s activities are complex. Employees should seek advice from an Executive Director if they are unclear about laws or regulations relating to their work.

 

2.2          Occupational Health and Safety

 

The Company acknowledges that the health, safety and welfare of its employees and the community is of paramount importance and the Company is committed to pursue its goals without injury, through safe work practices. 

 

2.3          Environment

 

The Company is committed to the management and safeguarding of the environment in which it operates.

 

Wherever possible the Company prevents, or otherwise minimises, mitigates and remedies, harmful effects on the environment of its operations.

 

Excellence in environmental performance is essential to business success. Compliance with all environmental laws and regulations is the foundation on which the Company builds its environmental performance. .

 

2.4          Equal Employment Opportunity

 

As a team-based organisation, the Company is committed to providing a work environment in which all employees are treated fairly and with respect.  Employees can expect to have their dignity honoured and rights protected.

 

Employment with the Company must be offered and provided based on merit. All employees and applicants for employment should be treated and evaluated according to their job-related skills, qualifications, abilities and aptitudes only.

 

Discrimination is not permitted at any level of the Company or in any part of the employment relationship.  This includes the areas of recruitment, promotion, training opportunities, rewards and terminations.

 

Decisions relating to choice of service providers should also be based on merit.

 

2.5          Employee Harassment & Discrimination

 

The Company is committed to providing a workplace free from harassment, discrimination, bullying and intimidation. It is recognised that harassment and discrimination can have a serious negative impact on morale, productivity and the physical and emotional health and well-being of employees.  

 

The Company will not permit discrimination, intimidation or harassment of, or by, employees on the basis of race, gender, marital status, political affiliations, sexual preference or any other personal characteristic protected by law.

 

2.6          Confidentiality

 

Employees are required to protect proprietary, commercial and other information that is confidential to the Company. These obligations of confidentiality continue after an individual’s employment with the Company ends.

 

Information that is not generally available concerning the activities, results or plans of the Company or an associated entity (i.e. inside information) must be used for authorised purposes only. Such information should be handled and communicated with responsibility and must not be disclosed without authority.

 

Confidentiality provisions are included in contracts with consultants and other parties who provide services to the Company.

 

2.7          Insider Trading

 

If anybody is in possession of information concerning the Company that is not generally available, and which a reasonable person would expect to have a material effect on the Company’s security price, that person may not buy, sell or otherwise deal in the Company’s securities. It is also not permitted in those circumstances to encourage someone else to deal in the Company securities or to pass the information to someone that the person knows may use the information to buy or sell the Company securities.

 

There are serious penalties for violations of these provisions.

 

While the Company keeps the market informed, in accordance with its continuous disclosure obligations under the Australian Stock Exchange [ASX] Listing Rules, of material developments concerning its business, individuals working for the Company may have access to potentially price sensitive information concerning the Company (for example, results of exploration activities or negotiation of a major acquisition which has not yet been finalised) before it is disclosed to the market.

 

Accordingly, individuals with access to such information must ensure that they do not deal in Company securities (or communicate that information to others) at a time when it would be a breach of the insider trading provisions. If in doubt, advice should be sought from the Managing Director.

 

2.8          Personal Information and Privacy

 

The Company will only collect personal information from its employees ethically and legally in accordance with laws applicable in any jurisdiction in which it operates or, in default thereof,  the Privacy Act 1993 (New Zealand).  Steps must be taken to ensure that data is accurate and current and that data is stored no longer than necessary.

 

Employees must strictly maintain confidentiality of personal information contained in Company records.

 

2.9          Continuous Disclosure

 

The Company is obliged to inform the ASX on a continuous basis of any information concerning the Company that is likely to affect the price of the Company’s securities. The CEO and Chairman will coordinate disclosure in accordance with these obligations. The CEO and Chairman should be alerted to developments that may call for disclosure and their advice sought in case of doubt.

 

Any internally produced documents, such as analyst briefings or presentations, must be reviewed and approved by the CEO (or his delegate) prior to presentation. Employees should direct all media inquiries to the CEO or Chairman.

 

2.10        Use of Company Resources and Fraud Prevention

 

Employees must not use Company funds, property, equipment, or other resources for personal benefit. In addition, employees are responsible for safeguarding the Company’s resources under their control, including information, and for maintaining accurate records regarding the use of these resources. Expenditures must be reported accurately and in a timely manner.  Instances of fraud (eg submission of a fraudulent expense report), by their very nature, represent unacceptable behaviour within the Company.

 

An accurate and auditable record of all financial transactions relating to the Company must be maintained in accordance with generally accepted accounting principles. No entry should be made in the Company’s records that distorts or disguises the true nature of any transaction.

 

Unauthorised removal of Company equipment, supplies, or other resources will be regarded as theft.

 

If employees become aware of any evidence of theft or that the Company’s funds or property may have been used in a fraudulent or improper manner, they should immediately and confidentially advise their manager, the CEO or a Director.

 

 

2.11        Information Systems

 

Company employees use a wide range of information systems to conduct business (for example, voice mail, facsimile, internet, intranet and e-mail). Employees are responsible for protecting Company information communicated or stored using these systems.  Use, duplication, or sale of proprietary software, except as described in the manufacturer’s/owner’s licence agreement or conditions applicable to use, is an infringement of copyright law and is strictly prohibited.

 

The Company’s electronic communications systems are Company resources and all electronic communications are regarded as Company records. Offensive material (for example, pornography) is not permitted on Company systems in any form.

 

The Company reserves the right to monitor employee use of its information systems. Subject to approval from the CEO, the Company may access and disclose the contents of e-mail and files.

 

Employees have access to Company information systems to assist them in performing their jobs. Personal use must be approved by management.

 

2.12        Financial Inducements

 

The Company does not countenance the making of payments or payments in kind (gifts, favours, etc.) to influence individuals to make a business decision in the Company’s favour.

 

2.13        Travel, Entertainment and Gifts

 

Travel

Employees are to conduct travel in accordance with Company policy.  Safety and security standards should be adhered to at all times and employees should familiarise themselves with the Company’s policy.

 

Any private travel attached to business travel is to be approved prior to bookings being made.

 

 

Entertainment

Occasionally employees will be required to entertain business associates. Valid entertainment expenses include meals and events such as theatre and sporting events taken with potential or actual business associates whereby a business discussion takes place during, immediately before or immediately after the event.

 

Gifts

Employees must exercise the utmost care about giving or receiving business-related gifts. This applies to direct payments and payments in kind, including the provision of goods or services, personal favours, and entertainment (for example, meals, travel, etc.).

 

Accepting or offering gifts of moderate value is acceptable in situations where it is legal and in accordance with business practice and should not affect business decision making. 

 

 

2.14        Conflicts of Interest

 

Employees should not engage in activities or hold or trade assets that involve, or could appear to involve, a conflict between their personal interests and the interests of the Company. 

 

Employees should not take additional employment with outside organisations or operate their own business if such employment or activity will create an actual or perceived conflict of interest.

 

Employees must advise their manager of situations that could involve an actual or perceived conflict of interest and, as appropriate and/or required, remove themselves from any discussion or activity involving the conflict.

 

2.15        Outside Activities

 

The Company encourages employees to be active in the local community.  However, conflicts of interest that would affect the employee’s ability to exercise independent judgement in the best interests of the Company should be avoided.  Employees should avoid situations where a perception of a conflict of interest may arise.

 

Accordingly, employees must receive Company approval before accepting a directorship with another company, statutory authority or similar body.

 

 

2.16        Political Support

 

No Company contributions will be made to political parties or candidates for any public office.  The Company recognises employees’ rights to personal participation in the political process and will not influence such activity provided there is no disruption to workplace activities.  Individuals must take care that their views are not identified as those of the Company.

 

2.17        Violations of the Company’s Policies and Procedures and Disciplinary Process

 

All employees and directors are expected to be familiar with this Code and to have a detailed understanding of Company policies. It is every employee’s responsibility to comply with the policies and standards relating to their work and to seek assistance if they do not fully understand a policy or how that policy should be applied.

 

All employees are expected to adhere to the policies and procedures described in this Code.

 

Any violation of the Code will be investigated and dealt with in accordance with Company policy. The nature of the disciplinary action will depend on the seriousness of the violation and other relevant circumstances.

 

 

2.18        Responsibilities of Management

 

Managers must take all reasonable steps to ensure that the Company’s employees and, where appropriate, consultants, are aware of and comply with the policies and standards in this Code.

 

Managers must also:

•               ensure that all employees, and where appropriate consultants, have access to Company policies and procedures;

•               respond promptly and seriously to employees’ concerns and questions about business ethics issues and seek further assistance if required; and

•               demonstrate exemplary behaviour for other employees to follow.

 

 

 

 

 

2.19        Responsibilities of the Board and Members of Senior Management

 

Management is responsible to the Board, through the CEO, for the Company’s adherence to this Code.

 

Under the CEO, senior management have operational responsibility for ensuring compliance with the Code including:

•               promoting a workplace environment that encourages honest and open communication about business ethics issues, emphasises the importance of operating in accordance with the Company’s Code of Conduct, policies and standards and avoids placing pressure on employees to deviate from these standards and policies;

•               establishing internal reporting and approval processes that address high risk areas in relation to business ethics and ensure that breaches are appropriately investigated and appropriately handled;

•               undertaking business ethics awareness training consistent with this Code and tailored to operational needs of the business; and

•               incorporating the values, standards and policies outlined under this Code into the Company’s performance management processes, employment contracts, induction procedures, third party agreements and similar systems.