Our Board of Directors has adopted this Code of Conduct to provide principles for the purpose of promoting:
- honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
- full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications;
- compliance with applicable governmental laws, rules and regulations;
- the prompt internal reporting of violations of our Code of Conduct; and
- accountability for adherence to our Code of Conduct.
Our Code of Conduct applies to all of our employees, directors and officers, including our Chief Executive Officer, Chief Financial Officer and other senior financial officers performing similar functions. In our Code of Conduct these individuals are referred to as "you".
- You shall act with honesty and integrity in the performance of your duties, shall comply with all laws, rules and regulations of federal, provincial, state and local governments and other private and public regulatory agencies that affect the conduct of our business and our financial and other reporting.
- You are responsible for full, fair, accurate, timely and understandable disclosure in the reports and documents that we file with, or submit to, Canadian Securities Administrators and in our other public communications. Accordingly, each of you is responsible for promptly bringing to the attention of the VP, Corporate Development any material information of which you may become aware that affects our disclosure in our public filings.
- You shall promptly bring to the attention of the VP, Corporate Development any information you may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to us and the operation of our business or any violation of this Code of Conduct. You may also use the complaint procedures that have been established by our Audit Committee. In either event, any reporting is confidential and you are protected from retaliation.
- You shall promptly bring to the attention of the VP, Corporate Development any information you may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect our ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees, including those who have a significant role in our financial reporting, disclosures or internal controls.
- You must avoid any personal activity or association that could appear to influence your judgment or affect our best interests. You shall promptly bring to the attention of the VP, Corporate Development any information you may have concerning any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees, including those who have a significant role in our financial reporting, disclosures or internal controls.
If you observe or become aware of an actual or potential violation of this Code of Conduct or of any law or regulation, it is your responsibility to report the circumstances of the actual or potential violation as provided below. You are also required to cooperate in the investigation by Camino Minerals of the actual or potential violation of this Code of Conduct. Any employee who in good faith raises an issue regarding a possible violation of law or this policy will not be subject to retaliation, and his or her confidentiality will be protected to the extent possible, consistent with law, corporate policy and the requirements necessary to conduct an effective investigation.
To report an actual or potential violation of this Code of Conduct, you should contact the VP, Corporate Development. The VP, Corporate Development will forward the report to the Chair of the Audit Committee and retain a copy of the report until the report is addressed at a meeting of the Board of Directors or until such time as the Chair of the Audit Committee confirms that the Board of Directors has satisfactorily addressed the report of the actual or potential violation of this Code of Conduct.
If you are not satisfied with the VP, Corporate Development's response or require an alternative means of reporting a violation, you may also report an actual or potential violation of this Code of Conduct directly to the Chair of the Audit Committee by:
sealing the report in an envelope marked:
Confidential -- Code of Conduct Violation
Chair, Camino Minerals Corporation Audit Committee
forwarding the sealed envelope in a further sealed envelope marked and addressed as follows:
Audit Committee Chair
500, 666 Burrard Street
Vancouver, BC V6C 3P6
Private and Confidential
Please call the VP, Corporate Development if you have any questions or concerns regarding the above procedures.
Violations and Waivers
Our VP, Corporate Development shall advise the Board of Directors in writing of all violations of this Code of Conduct reported to him. The Chair of the Audit Committee shall also advise the Board of Directors of all violations of this Code of Conduct reported to him in confidence and take, to the extent possible, necessary precautions to maintain the confidentiality of the report.
Our Board of Directors shall determine, with or without the advice of others, appropriate actions to be taken in the event there is a violation of this Code of Conduct. These actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code of Conduct and may include actions ranging from: (a) written notices to the individual involved that the Board has determined that there has been a violation to (b) termination of the individual's employment. In determining what action is appropriate in a particular case, the Board of Directors will take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.
No waivers of any provision of this Code of Conduct may be made except by the Board of Directors. Only the Board of Directors may amend this Code of Conduct. Any waiver or amendment shall be reported as required by law or regulation.