NVMC Global makes a strong commitment to comply with the Canadian Corruption of Foreign Public Officials Act (the “CFPOA”), and all other relevant local and international anti-corruption legislation applicable to the Company, and expects all of its directors, officers, employees, consultants, intermediaries, contractors and suppliers to live up to the highest ethical standards. In light of the above, NVMC has enacted the present Anti-Corruption Policy (the “Policy”) to guide its staff in their daily conduct of business. NVMC has also taken the step to publish this Policy on its website (nvmcglobal.com) to keep interested members of the public informed of its efforts to combat corruption in the mining industry.
Failure to comply with the provisions of the Policy could damage the reputation of NVMC as a good corporate citizen and result in the violation of laws. NVMC may be subject to fines, penalties and other criminal remedies, and individuals could be charged with criminal violations, resulting in fines, penalties and imprisonment, under the CFPOA of up to 14 years. NVMC will not tolerate illegal or non-compliant behavior or even the mere appearance of impropriety.
NVMC continues to carefully monitor the evolution of anti-corruption legislation and will carry out regular risk assessments to determine the risks of bribery and will promptly tailor this Policy to reflect all pertinent changes and mitigate all risks.
Scope of the Policy
This Policy applies to all of NVMC’s directors, officers, employees, consultants, and third parties, including intermediaries, contractors and suppliers, who are to receive a printed copy of it to be read and signed and return to the Corporate Secretary or the CEO (¨Chief Executive Officer”) or a human resources representative, as the case may be. Senior management shall be actively committed to and play a key role in the development, implementation and monitoring of this Policy. Senior management shall adhere to the highest levels of professional integrity which NVMC proudly calls its own, and shall lead by example in fostering a culture of integrity, and upholding the values and the procedures enacted herein. Special care shall be taken to ensure that high-risk third parties such as intermediaries, contractors and suppliers acting on behalf of NVMC are provided with a copy of this Policy, and are made aware that non-compliance on their part could harm the legal standing and reputation of NVMC.
NVMCs human resources practices, including those for recruitment, training, performance evaluation, remuneration, recognition and promotion, shall reflect NVMCs commitment to this Policy.
Bribing a Foreign Official
NVMC’s directors, officers, employees, consultants and third parties shall not, in order to retain an advantage in the course of business, directly or indirectly, offer, agree, give, or promise to give a loan, reward, advantage or benefit of any kind to a foreign public official or to any person for the benefit of a foreign public official a) as consideration for an act or omission by the official in connection with the performance of the official’s duties or functions; or b) to induce the official to use his or her position to influence any acts or decisions of the foreign state or public international organization for which the official performs duties or functions; or c) in response to any direct or indirect demand for a bribe by a foreign public official.
A foreign public official is: a) a person who holds a legislative, administrative or judicial position of a foreign state; b) a person who performs public duties or functions for a foreign state, including a person employed by a board, commission, corporation or other body or authority that is established to perform a duty or function on behalf of the foreign state, or is performing such a duty or function; and c) an official or agent of a public international organization that is formed by two or more states or governments, or by two or more such public international organizations.
Facilitation payments are any payments made to expedite or secure the performance by a foreign official of any act of routine nature that is part of the foreign public official’s duties or functions, including, a) the issuance of a permit, license or other document to qualify a person to do business; b) the processing of official documents, such as visas and work permits; c) the provision of services normally offered to the public, such as mail pick-up and delivery, telecommunication services and power and water supply; and d) the provision of services normally provided as required, such as police protection, loading and unloading of cargo, the protection of perishable products or commodities from deterioration or the scheduling of inspections related to contract performance or transit of goods.
NVMC’s directors, officers, employees, consultants and third parties are strictly prohibited from making any facilitation payments to foreign public officials.
NVMC’s directors, officers, employees, consultants and third parties may confer a loan, reward or benefit if such loan, reward, advantage or benefit a) is permitted or required under the laws of the foreign state or public international organization for which the foreign public official performs duties or functions; or b) was made to pay the reasonable expenses incurred in good faith by or on behalf of the foreign public official that are directly related to the promotion, demonstration or explanation of the person’s products and services, or the execution or performance of a contract between the person and the foreign state for which the official performs duties or functions.
NVMC’s directors, officers, employees, consultants and third parties shall refrain from retaining an agent to represent NVMC’s business interests if such agent or any of the agent’s principals, staff, officers or key employees are government or public officials, political party officials, political candidates, persons related to the foregoing, or other persons who might exert illegal influence on NVMC’s behalf.
However, shall senior management deem it necessary to retain the services of such an agent, NVMC shall properly research and document the reputation, background and past performance of the candidate and the agent shall only be retained pursuant to a written agreement specifically defining the agent’s duties, specifying the commissions, fees or other compensation the agent is entitled to, representing and warranting the absence of the relationships set out above, providing for immediate termination in the event of an improper payment, annual certification requirement and the right to audit expenses and invoices. All fees must be reasonable under the circumstances, considering the expertise and background of the agent, the amount of time and effort expended on the given opportunity, the amount of out-of-pocket expenses incurred by the agent, and any post-engagement responsibility the agent may have. Discretionary bonuses shall be avoided and may only be paid in rare circumstances and after approval by NVMC senior management.
Any such agent shall be given a copy of the present Policy, to be read and signed and return to the Corporate Secretary or the CFO (“Chief Financial Officer”), as the case may be.
All agents must undergo a renewal process at least every two (2) years.
Employment of Public Officials
NVMC’s directors, officers, employees, consultants and third parties shall refrain from employing any officer or employee of a government or any of its agencies or a government corporation, or any person acting in an official capacity for any such entity and including relatives of any such person.
However, shall senior management deem it necessary to retain the services of such a person, he or she may be employed provided the employment is lawful in the country concerned, the services to be rendered by the person do not conflict with their official government duties of the person and the services to be rendered by the person are such that the employment of the person does not amount to actual or apparent bribery of a foreign official.
Political contributions at the direct or implied request of a government official are considered to confer an advantage or a benefit for anti-corruption purposes. Therefore, NVMC’s directors, officers, employees, consultants and contractors shall not make any contributions to any public official, party official, political candidate or political party, for any purpose whatsoever on behalf of the Company.
Charitable Donations and Sponsorships
NVMC embraces the principles of corporate responsibility and sustainable development and is sensitive to the needs of the peoples inhabiting the regions where it operates. NVMC may contribute donations towards charitable projects in appropriate circumstances and in appropriate manner. Senior management shall vet each and every request for sponsorship separately, and upon approval, shall structure the donation in such a way as to ensure that it reaches its intended recipients. NVMC’s involvement in charitable projects shall be transparent and exhaustively documented. NVMC shall be involved in legitimate projects with registered charities.
Gifts may be perceived as inducements creating an obligation on their recipients. While NVMC’s directors, officers, employees and consultants may occasionally distribute symbolic gifts of nominal value bearing the Company’s logo, caution shall be exercised so that such gifts do not create the impression of impropriety. The distribution of gifts must be directly connected to a legitimate business promotional activity or the performance of an existing contract, it must be permitted under local and international law, and it must be consistent with the provisions of the present Policy. The CEO or the Corporate Secretary shall be consulted and must approve the distribution of any gifts.
NVMC’s directors, officers, employees, consultants and third parties may exceptionally accept gifts solely in situations where pursuant to local custom to decline would be considered offensive. Such gifts must be immediately reported to the CEO or Corporate Secretary and be turned over to the Company as soon as practically possible.
NVMC’s directors, officers, employees, consultants and third parties are strictly prohibited from awarding and receiving gifts of cash.
Meals, Entertainment and Travel Expenses
NVMC’s senior management may, in limited circumstances, cover meals, entertainment and travel expenses of its current or intended business partners, subject to approval by the Corporate Secretary or the CEO. Such expenses may not be excessive and must be directly linked to legitimate business purposes. NVMC will only pay for economy class airfare and will only cover reasonable expenses for accommodations, entertainment and meals. The frequency of expenses incurred on behalf of a particular official shall be considered when their reasonableness is assessed. NVMC shall not cover expenses linked to multiple meals, entertainment and trips, which, although individually reasonable, taken together would amount to a lavish expense and would create the appearance of impropriety or could be perceived as creating an obligation on the recipient. Legitimate business purposes are those connected to the promotion, demonstration or explanation of the Company’s business or the execution or performance of an existing contract.
NVMC shall deal directly with the providers of food, entertainment and travel services described above and shall not, under any circumstances, transfer any cash to its current or intended business partners.
Per diem payments shall be avoided.
NVMC shall not cover meals, entertainment and travel expenses of family members of any such current or intended business partners.
NVMC’s record keeping shall be in compliance with all applicable anti-corruption legislation. All transactions must be carefully documented, accurately reflected in the Company’s accounting books, and be made readily available in case of an investigation.
NVMC’s books and records must be kept reasonably detailed and they must accurately and fairly reflect transactions and dispositions of its assets. For the purpose of transaction approval and/or classification, documentation provided as support must accurately explain the purpose of each and every transaction. Any lack of transparency or ambiguity shall give rise to follow-up questions and requests for explanation. Supporting documentation must reconcile the full amount of the expenditure. Internal controls and procedures must provide reasonable assurances that transactions are executed in accordance with senior management’s authorization and in accordance with NVMC’s practice.
NVMC’s in-house legal team or qualified consultants shall provide tailored training to ensure continuous awareness and compliance with the present Policy. Seminars should take place on a biennial basis and as soon as practically feasible after an important change is made to the applicable legal framework. Attendance at seminars is mandatory for all directors, officers, employees, consultants and contractors who are to provide a certification confirming compliance with this Policy at the end thereof.
In discharging their duties, NVMC’s directors, officers, employees, consultants and third parties shall comply with the laws, regulations and rules of the jurisdiction where they carry out their business duties of the Company and all jurisdictions where the Company conducts its business activities. Furthermore, they shall comply, in particular, with foreign corrupt practices laws, regulations and rules. Discretionary decisions relating to the contents of this Policy shall be referred to the Corporate Secretary who will make such decisions. Advice from external counsel may be retained if deemed necessary.
NVMC’s directors, officers, employees, consultants and third parties shall strictly adhere to the present Policy and shall seek guidance from the in-house legal team with respect to any uncertainty or ambiguity. NVMC’s directors, officers, employees, consultants and third parties are expected to be vigilant and shall immediately report any instances of non-compliance with the terms of the present Policy to the Corporate Secretary and CEO. The Corporate Secretary shall immediately begin an investigation to determine the veracity of the allegations and the extent of the non-compliance as the case may be. NVMC has a zero tolerance policy for instances of bribery.
NVMC shall ensure that persons who raise genuine concerns with respect to violations of the present Policy shall not be subject to retributive or disciplinary action. NVMC shall also put into place a procedure allowing its directors, officers, employees, consultants and third parties to report potential violations anonymously.
Non-compliance with any section of this Policy will result in immediate sanctions being imposed on the offending party, including internal disciplinary action leading up to and including immediate dismissal or termination of consulting arrangements. Where non-compliance results in the violation of a law or regulation, NVMC will immediately report the offending party to the appropriate regulatory authorities.
Assisting in Investigations
NVMC’s directors, officers, employees, consultants and third parties acting on its behalf are obliged, pursuant to the present Policy, to assist and cooperate in any investigation of a potential violation of any anti-corruption legislation or the present Policy. NVMC shall cooperate with government agencies in the proper performance of their duties to the fullest extent permissible, even when not mandated by law or judicial decree. In order to ensure that NVMC’s compliance and cooperation commitments are met, the Company’s CEO and Corporate Secretary shall be immediately informed of any request for information or inquiry by a government agency.
Monitoring and review
NVMC’s Board of Directors will review and evaluate this Policy on a regular basis to determine whether the Policy is effective in ensuring compliance by the Company’s directors, officers, employees, consultants and third parties with the relevant applicable legislation.