Nevsun Resources Ltd. (the ‘Company’) is committed to complying with all applicable requirements concerning corporate accounting practices, accounting controls and auditing practices (“Accounting Standards”) and with its Code of Ethics which requires the observation of high standards of business practices and personal ethics in the conduct of its employees and management of the Company, its subsidiaries and affiliates.
Pursuant to the Charter of the Audit Committee of the Board of Directors of the Company and applicable regulatory requirements, it is the policy of the Company to establish, maintain, and develop procedures for a confidential and/or anonymous complaint procedure to facilitate (1) the receipt, retention and treatment of complaints received by the Company regarding the Company’s accounting, internal accounting controls, auditing matters or violations of its Code of Ethics, and (2) the confidential, anonymous submission by directors, officers or employees of the Company of concerns regarding questionable accounting or auditing matters or violations of the Company’s Code of Ethics. To meet these needs, the Company’s audit committee has developed this Whistleblower Policy.
Examples of concerns which might form the basis for a report under this Whistleblower Policy include:
- complaints or concerns regarding the Company’s compliance with Accounting Standards, including:
- financial disclosure regarding the Company or any of its subsidiaries;
- fraud or deliberate misstatement in the preparation, evaluation, review or audit of any financial statement of the Company;
- fraud or deliberate misstatement in the recording and maintaining of financial records of the Company;
- deficiencies in or non-compliance with the Company’s internal policies and controls;
- misrepresentation or a false statement by or to a director, officer or employee of the company or any of its subsidiaries respecting a matter contained in the financial records or audit reports; or
- deviation from full and fair reporting of the Company’s financial condition; or
- violation of or non-compliance with the Company’s Code of Ethics.
Communication of this Whistleblower Policy
To ensure that all directors, officers and employees of the Company are aware of this Whistleblower Policy, a copy of this Policy will be distributed to all directors, officers and employees of the Company. All directors, officers and employees will be informed whenever significant changes have been made to this Whistleblower Policy. All new directors, officers and employees will be provided with a copy of this Whistleblower Policy together with the Code of Ethics and advised of its importance.
Any person with a concern relating to Accounting Standards or compliance with the Code of Ethics by the Company or any of its subsidiaries may submit their concern in writing by one of the following methods:
- By telephone or email on a confidential and anonymous basis through Whistle Blower Security, a hotline service contracted to handle any complaint on a confidential and anonymous basis which is unrelated to the Company and reports directly to the Chair of the Audit Committee by:
Call 1-866-921-6714 to talk to an experienced professional or leave a message.
Email Message to:
This Whistleblower service will maintain your anonymity if you so request. However, use of a non-identifiable or third party email address may also be used to maintain anonymity.
(b) In writing to the Chair of the Audit Committee of the board of directors as follows:
Mr. Robert Gayton, Confidential
Chair, Audit Committee
Nevsun Resources Ltd.
760-669 Howe Street
Vancouver, BC V6C 0B4
No Retaliation or Adverse Consequences
No director, officer or employee who in good faith (a) reports concerns regarding the Company’s compliance with Accounting Standards, (b) reports a violation of the Code of Ethics, or (c) provides assistance to the Audit Committee, management of the Company or any other person or regulatory or law enforcement body regarding such a report shall suffer harassment, retaliation or adverse employment consequence. An employee who retaliates against someone who has reported a concern or a violation in good faith is subject to discipline up to and including termination of employment.
Acting in Good Faith
This Whistleblower Policy is intended to encourage and enable directors, officers and employees to raise serious concerns within the Corporation rather than seeking resolution outside the Corporation. Anyone filing a report must be acting in good faith and have reasonable grounds for filing a report. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
Handling of Reported Violations
The Audit Committee of the board of directors shall address all reported concerns or complaints, including those regarding compliance with Accounting Standards. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.
Retention of Records
The Audit Committee shall retain records relating to any concern or report of a retaliatory act and to the investigation of any such report for a period judged to be appropriate based upon the merits of the submission. The types of records to be retained by the Audit Committee shall include records of all steps taken in connection with the investigation and the results of any such investigation.
Review of Policy
The Audit Committee will review and evaluate this Policy on an annual basis to determine whether the Policy is effective in providing appropriate procedures to report violations or complaints regarding Accounting Standards or the Code of Conduct. The Audit Committee will submit any recommended changes to the Board for approval.
If you have any questions about how this Policy should be followed in a particular case, please contact the Chair of the Audit Committee.
Amended and approved by the Board of Directors on March 19, 2013.