All questions relating to this Escalation Policy should be directed to Acacia s General Counsel.

Transcription

1 1. Purpose Acacia Mining plc and its subsidiaries (collectively referred to as Acacia ) have adopted: a Code of Business Conduct and Ethics an Anti-bribery and Anti-Corruption Policy; an Anti-Fraud Policy; and Barrick Gold Corporation s Voluntary Principles on Human Rights, as supplemented by any Acacia policy on Human Rights, (together the Business Ethics Policies ). Collectively, the Business Ethics Policies set out the highest standards of honesty, integrity and ethical behavior applicable to Acacia s business and practices. All of Acacia s employees, officers and directors are expected to comply with the Business Ethics Policies. Copies of relevant Acacia policies are included in the Appendices to this document. Details of Acacia s compliance hotline are provided at the end of this Escalation Policy. The purpose of this Escalation Policy is to provide a framework to ensure that suspected violations of any of the Business Ethics Policies are reported by Acacia employees and personnel to appropriate levels of management and the Audit Committee of the Board of Directors of Acacia. All questions relating to this Escalation Policy should be directed to Acacia s General Counsel. 2. Application This Escalation Policy applies to all employees and officers of Acacia. 3. Role of Local Management at Mine Sites and Business Offices The Business Ethics Policies set out the following local management contacts for employees to report complaints or concerns relating to any Business Ethics Policy: Location Contacts Mine site Mine Manager or in-house legal counsel; Corporate office and all other locations In-house Counsel or General Counsel or Chief Financial Officer Monthly Incident Reports To ensure that all complaints and concerns received at mine site level are appropriately recorded, each Mine Manager shall cause to be prepared and submitted a monthly report to the General Counsel and Chief Financial Officer for their respective operations. Each monthly report shall describe any violations or suspected violations of any of the Business Ethics Policies associated with the relevant mine. Violations or suspected violations below USD $100 may be reported by number of incidents broken down by category. Any notification received from a mine site by in-house legal counsel must be communicated to the General Counsel. 1

2 Quarterly Consolidated Reports The General Counsel shall ensure that a quarterly consolidated report is prepared, containing appropriate descriptions of all violations or suspected violations of the Business Ethics Policies for the reporting period. All quarterly reports shall include appropriate summaries of incidents reported as part of local management s monthly incident reporting process. Acacia s General Counsel shall designate responsibility for the preparation of quarterly reports to an appropriate member of Acacia s in-house legal team. Acacia s General Counsel shall ensure that quarterly reports are communicated to Acacia s Board, as appropriate in each circumstance, and communicated to satisfy other corporate reporting obligations, again as necessary in each circumstance. Compulsory Reporting Incidents In addition to monthly and quarterly reporting obligations, certain matters must be reported through a Formal Reporting Channel. These matters are indentified in Section 5 of this Escalation Policy. Persons who become aware of complaints or concerns that involve these matters are required to promptly escalate the complaint or concern through a Formal Reporting Channel. Section 4 of this Escalation Policy indentifies each Formal Reporting Channel. 4. Formal Reporting Channels In addition to the local management contacts referred to above, Acacia has established the following Formal Reporting Channels for making complaints or raising concerns relating to suspected violations of the Business Ethics Policies. Accordingly, complaints may be reported: To the General Counsel or any other Acacia in-house legal counsel, in person or by telephone; Through the Compliance Hotline established in conjunction with the Code of Business Conduct and Ethics, details of which are provided with this Escalation Policy; In the case of matters regarding accounting, internal accounting controls and other auditing matters, the General Counsel, or any other Acacia in-house legal counsel and the Compliance Hotline; or In the case of matters involving the Chief Executive Officer or any other senior executive or financial officer of Acacia, to the General Counsel or any Acacia in-house legal counsel and the Compliance Hotline, and to the Audit Committee. All reports received by Acacia in-house legal counsel pursuant to the above procedures must be communicated to the General Counsel. 5. Mandatory Use of Formal Reporting Channels Concerns or complaints relating to any of the Business Ethics Policies that involve any of the following matters must be reported through one of the Formal Reporting Channels described in Section 4 of this Policy: any suspected misstatement in Acacia s publicly released financial statements; any suspected misrepresentation or misstatement in Acacia s other public disclosure; any other matter that could reasonably be expected to result in a restatement of Acacia s publicly released financial statements or publicly released production guidance; suspected bribery of a government official or any suspected form of commercial bribery 1 or any other alleged violation of anti-corruption laws; 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 Acacia s business; or (ii) inducing or rewarding a third party for the improper performance of a function or activity, which operates to Acacia s benefit. In the event of any question as to whether a matter could constitute commercial bribery, individuals should contact Acacia in-house counsel. 2

3 known or suspected fraud that involves a potential cost or loss to Acacia exceeding US$10,000; known or suspected fraud, regardless of amount, that involves an officer of Acacia; known or suspected fraud, regardless of amount, that involves an employee who has a significant role in Acacia s internal controls; 2 any other suspected violation of the Business Ethics Policies that involves an officer of Acacia; An event or series of events indicative of deterioration in the overall internal control environment at any Acacia 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 the matter falls within a category set out above, the matter must be reported through a Formal Reporting Channel. 6. Handling of Reports Unless otherwise directed by the General Counsel, each Mine Manager has primary responsibility for all concerns and complaints associated with their respective mine or project development site, as the case may be, reported to them that do not involve a matter requiring mandatory reporting through a Formal Reporting Channel and is required to ensure that prompt and appropriate action is taken in respect of such concerns and complaints. The General Counsel will allocate responsibility for the same at any of Acacia s regional offices, corporate office or other location to an appropriate individual within Acacia ( Designated Person ). The General Counsel is responsible for all concerns and complaints received through the Formal Reporting Channels and will ensure that prompt and appropriate action is taken in respect of such concerns and complaints. The General Counsel is responsible for the initial evaluation of the nature of such reports and determining the appropriate course of action, which may include promptly forwarding the complaint to the Audit Committee in accordance with this Escalation Policy. Upon receiving a report through a Formal Reporting Channel, the General Counsel or the Audit Committee, as the case may be, will review and evaluate the information and take any action they consider appropriate. Any such review and evaluation shall include consideration of the nature of the matter alleged and whether further review and/or investigation is warranted, taking into account factors such as the credibility of the complaint. Upon receiving a report from pursuant to this Escalation Policy, the General Counsel will review and evaluate the information and take any action the General Counsel considers appropriate which may include providing additional direction to the relevant Mine Manager or determining that Acacia legal will take primary responsibility for a particular concern or complaint. The General Counsel shall report to the Audit Committee as outlined in Section 7 of this Policy. The General Counsel may also bring a complaint to the attention of the Chief Executive Officer, Chief Financial Officer, members of the Board of Directors and other officers or personnel that the General Counsel considers necessary or appropriate. 7. Records The General Counsel shall maintain a confidential log of all complaints received through the Formal Reporting Channels. All reports of complaints received through the Formal Reporting Channels and all reports submitted by a Mine Manager or Development Project Manager or other Acacia in-house counsel shall be maintained for a period of seven years or as otherwise required in accordance with applicable law and/or Acacia s records retention policy. 2 Employees who have a significant role in Acacia internal controls include employees in a position of trust who due to their authority and/or accountability to act on behalf of Acacia 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 Acacia in-house counsel. 3

4 8. Reporting to Audit Committee The General Counsel shall promptly inform the Audit Committee of any complaint arising under the Business Ethics Policies that involves any of the following matters (a Category 1 Concern ): an alleged material misstatement in Acacia s publicly released financial statements or public production guidance; an alleged material misrepresentation or misstatement in Acacia s other publicly reported financial information; any other matter that could reasonably be expected to result in a restatement of Acacia s publicly released financial statements or production guidance; or any allegation involving the integrity of a senior executive or financial officer of Acacia. The General Counsel shall report to the Audit Committee on all other complaints arising in connection with the Business Ethics Policies ( Category 2 Concerns ) on a quarterly basis, or with such greater frequency as the Audit Committee may direct. The quarterly report to the Audit Committee shall include all Category 1 Concerns and Category 2 Concerns and shall set out in summary format the number of complaints received through the Compliance Hotline and other Formal Reporting Channels, a brief description of the type of complaint and the status of the complaint. 9. Investigation (a) Category 1 Concerns The Audit Committee shall determine whether the Audit Committee or the General Counsel should be responsible for any investigation of a Category 1 Concern, taking into account relevant facts and circumstances, which may include the identity of the alleged wrongdoer, the gravity of the alleged wrongdoing, the credibility of the complaint and the likelihood of a material adverse effect on Acacia s financial statements or reputation. If the Audit Committee determines that it will take responsibility for investigating a Category 1 Concern, the Audit Committee may seek the assistance of the General Counsel, Internal Audit or such other departments or members of management, as it may consider necessary or desirable, bearing in mind the nature of the allegation and the need to maintain confidentiality. In addition, the Audit Committee may engage such outside accounting firm, legal counsel or other experts as it may in its discretion consider necessary or desirable to assist in the investigation and analysis of the results. If the Audit Committee determines that the General Counsel should be responsible for investigating a Category 1 Concern, the General Counsel will promptly cause an investigation to be undertaken and will report the results of the investigation to the Audit Committee. The General Counsel may seek the assistance of Internal Audit or such other departments or members of management as the General Counsel may consider necessary or desirable, bearing in mind the nature of the allegation and the need to maintain confidentiality. In addition, the General Counsel may seek the assistance of such outside accounting firm, legal counsel or other experts as the General Counsel may consider necessary or desirable to assist in the investigation and the analysis of the results. Upon completion of any investigation, the Audit Committee or the General Counsel, as the case may be, shall take such corrective action, if any, as in their judgment is warranted. (b) Category 2 Concerns Unless otherwise directed by the General Counsel, each Mine Manager shall be primarily responsible for any investigation of Category 2 Concerns associated with their mine or development project, that do not require mandatory reporting through a Formal Reporting Channel. The General Counsel shall determine and allocate primary responsibility for the investigation of any Category 2 Concerns at any of Acacia s regional business offices, its corporate office or other location to a Designated Person. Mine Managers and any other Designated 4

5 Persons, may at any time seek the guidance of the General Counsel in connection with any such Category 2 Concern and may seek the assistance of Internal Audit, Human Resources or such other departments or members of management as they may consider necessary or desirable, bearing in mind the nature of the allegation and the need to maintain confidentiality. Mine Managers at locations with an established Acacia security department may also involve such security department in an investigation of a Category 2 Concern as they consider appropriate. Upon completion of any investigation, the relevant Mine Manager shall take such corrective action, if any, as in their judgment is warranted. Other Designated Persons shall confirm corrective action, as appropriate, with the General Counsel. Unless otherwise determined by the General Counsel, Acacia Legal shall be responsible for any investigation of matters requiring mandatory reporting through a Formal Reporting Channel. The General Counsel may seek the assistance of Internal Audit, Human Resources or such other departments or members of management as they may consider necessary or desirable, bearing in mind the nature of the allegation and the need to maintain confidentiality. In addition, the General Counsel may seek the assistance of such outside accounting firm, legal counsel or other experts as the General Counsel may consider necessary or desirable to assist in the investigation and analysis of the results. The General Counsel may at any time seek the guidance of the Audit Committee in connection with a Category 2 Concern. Upon completion of an investigation, the General Counsel shall take such corrective action, if any, as in the General Counsel s judgment is warranted. 10. Confidentiality and Non-Retaliation Mine Managers or any other Designated Responsible Persons are required to make every reasonable effort to ensure the confidentiality of complaints of suspected violations of the Business Ethics Policies, related investigations and the identity of those providing information, to the extent consistent with the need to conduct an appropriate, fair and thorough investigation. Acacia will not tolerate retaliatory action against any individual for reporting, in good faith, a suspected violation of any of the Business Ethics Policies. Appendix: (1) Compliance Hotline 5

6 APPENDIX Acacia s Compliance Hotline Acacia 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 Individuals in the United Kingdom and in other locations outside the United States and Canada can reach the Compliance Hotline toll free by calling 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 Bulyanhulu Buzwagi North Mara Tulawaka Johannesburg Office Outside sites/office call Dar es Salaam Office ( ) or Johannesburg Office ( ) and ask to be connected to the Compliance Hotline on extension To reach the Compliance Hotline via AT&T Direct, please follow the instructions below. Step 1: Step 2: Make sure you have an outside line (if you are using a public phone, make sure it can be used to make international calls). 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 (DO NOT press 1 or 0 before dialing this number). Step 4: AT&T Direct Access You will be connected to the Acacia 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. You can obtain a current listing of AT&T Direct Access Numbers and detailed dialling instructions at The AT&T Direct Access Numbers as of July 2010 for the primary countries in which Acacia operates are set forth below: South Africa: United Kingdom 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. 6