Platinum Group Metals Ltd.: Exhibit 99.3 - Filed by newsfilecorp.com
Exhibit 99.3
PLATINUM GROUP METALS LTD.
CODE OF BUSINESS CONDUCT AND ETHICS
Platinum Group Metals Ltd. (the “Corporation”) is committed to
the highest standards of legal and ethical business conduct. This Code of
Business Conduct and Ethics (the “Code”) summarizes the legal, ethical and
regulatory standards that the Corporation must follow to promote integrity and
deter wrongdoing and is a reminder to our directors, officers and employees of
the seriousness of that commitment. Compliance with this Code and high standards
of business conduct is mandatory for every director, officer and employee of the
Corporation or any of its subsidiaries. The Corporation’s Ethics Officer may
also designate certain consultants of the Corporation as being subject to this
Code.
INTRODUCTION
Our business is becoming increasingly complex, both in terms of
the geographies in which we function and the laws with which we must comply. To
help our directors, officers and employees understand what is expected of them
and to carry out their responsibilities, we have created this Code.
Additionally, we have appointed Frank R. Hallam, CFP, to serve as the
Corporation Ethics Officer to ensure adherence to the Code and report to the
Board of Directors of the Corporation or any committee thereof who shall be
responsible for monitoring compliance with the Code.
This Code is not intended to be a comprehensive guide to all of
our policies or to all your responsibilities under law or regulation. It
provides general parameters to help you resolve the ethical and legal issues you
encounter in conducting our business. Think of this Code as a guideline, or a
minimum requirement, that must always be followed. If you have any questions
about anything in the Code or appropriate actions in light of the Code, you may
contact the Corporation Ethics Officer, or the Chair of the Audit Committee or
the Chair of the Governance and Nomination Committee (the “Governance
Committee”) of the Board of Directors of the Corporation.
We expect each of our directors, officers and employees to read
and become familiar with the ethical standards described in this Code and to
affirm your agreement to adhere to these standards by signing the Compliance
Certificate that appears at the end of this Code. Violations of the law, our
corporate policies or this Code may lead to disciplinary action, including
dismissal.
| I. |
We Insist on Honest and Ethical Conduct By All of Our
Directors, Officers, Employees and Other
Representatives |
We place the highest value on the integrity of our directors,
our officers and our employees and demand this level of integrity in all our
dealings. We insist on not only ethical dealings with others, but on the ethical
handling of actual or apparent conflicts of interest between personal and
professional relationships.
Fair Dealing
Directors, officers and employees are required to deal honestly
fairly in a manner which fosters a climate of mutual respect with our business
partners, competitors, customers, securityholders, suppliers, employees,
consultants and other third parties including the communities in which we
operate. In our dealings with these parties, we:
-
prohibit bribes, kickbacks and any other form of improper payment, direct
or indirect, to any representative of a government, labor union, business
partner or other third party in order to obtain a contract, some other
commercial benefit or government action;
-
prohibit our directors, officers and employees from accepting any bribe,
kickback or improper payment from anyone;
-
prohibit gifts or favors of more than nominal value to or from our
business partners;
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limit marketing and entertainment expenditures to those that are
necessary, prudent, job-related and consistent with our policies;
-
require clear and precise communication in our contracts, our advertising,
our literature, and our other public statements and seek to eliminate
misstatement of fact or misleading impressions;
-
protect all proprietary data provided to us by third parties as reflected
in our agreements with them;
-
prohibit our representatives from otherwise taking unfair advantage of our
business partners or other third parties through inaccurate billing,
manipulation, concealment, abuse of privileged information or any other
unfair-dealing practice; and
-
conduct all material transactions in a transparent manner.
Conflicts of Interest; Corporate Opportunities
Our directors, officers and employees should not be involved in
any activity that creates or gives the appearance of a conflict of interest
between their personal interests and the interests of the Corporation In
particular, unless specific permission has been provided by (i) the Corporation
Ethics Officer, or (ii) the Audit Committee, or (iii) the Governance Committee,
no employee, director or officer shall:
-
be a consultant to, or a director, officer or employee of, or otherwise
operate an outside business that:
-
competes with the Corporation;
-
supplies products or services to the Corporation; or
-
purchases products or services from the Corporation;
-
have any material interest (financial or otherwise), including significant
stock ownership, in any entity with which we do business that might create or
give the appearance of a conflict of interest;
-
seek or accept any personal loan or services from any entity with which we
do business, except from financial institutions or service providers offering
similar loans or services to third parties under similar terms in the ordinary
course of their respective businesses;
-
be a consultant to, or a director, officer or employee of, or otherwise
operate an outside business if the demands of the outside business would
interfere with the director’s, officer’s or employee’s responsibilities to us
(if in doubt, consult your supervisor, the Corporation Ethics Officer or the
Audit Committee or the Governance Committee;
-
accept any personal loan or guarantee of obligations from the Corporation,
except to the extent such arrangements are legally permissible; or
-
conduct business on behalf of the Corporation with immediate family
members, which include spouses, children, parents, siblings and persons
sharing the same home whether or not legal relatives;
provided, however, that only Audit Committee or Governance
Committee (or the Board of Directors as a whole, if the potential conflict
involves a member of the Audit Committee or Governance Committee) shall have the
authority to grant such permission to a director or officer.
Directors, officers and employees are
prohibited from taking for themselves personally opportunities that are
discovered through the use of corporate property, information or position.
Disclosure shall be made, in the case
of directors and officers, to the Board of Directors of the Corporation in
accordance with all applicable laws and regulatory policies, and in the case of
employees, to the Corporation Ethics Officer or the Audit Committee or the
Governance Committee Committee of the existence of any actual or potential
conflict of interest.
Confidentiality and Corporate Assets
Our directors, officers and employees
are entrusted with our confidential information and with the confidential
information of our business partners. This information may include (1) technical
or scientific information about current and future projects, (2) business or
marketing plans or projections, (3) earnings and other internal financial data,
(4) personnel information, (5) supply and customer lists and (6) other
non-public information that, if disclosed, might be of use to our competitors,
or harmful to our business partners. This information is our property, or the
property of our business partners and in many cases was developed at great
expense. Our directors, officers and employees shall:
-
Not discuss confidential information with or in the presence of any
unauthorized persons, including family members and friends;
-
Use confidential information only for our legitimate business purposes and
not for personal gain;
-
Not disclose confidential information to third parties; and
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Not use Corporation’s property or resources for any personal benefit or
the personal benefit of anyone else. Corporation’s property includes the
Corporation internet, email, and voicemail services, which should be used only
for business related activities, and which may be monitored by the Corporation
at any time without notice.
Fundamental Rights
The Corporation is committed to providing all employees a
workplace that respects their basic human rights. Each director, officer and
employee at the Corporation has the right to work in an environment that is free
from discrimination and harassment, including sexual harassment. Every director,
officer and employee is responsible for taking all reasonable precautions not to
demonstrate behaviour that can be reasonably construed as discrimination or
harassment. The Corporation will take every incident of harassment or
discrimination very seriously and any director, officer and employee that is
found to have engaged in conduct constituting discrimination or harassment will
be disciplined and, in appropriate circumstances, dismissed or removed from
office.
| II. |
We Provide Full, Fair, Accurate, Timely and
Understandable Disclosure |
We are committed to providing our shareholders, investors and
other stakeholders with full, fair, accurate, timely and understandable
disclosure in the reports that we file with the United States Securities and
Exchange Commission and with the Canadian provincial securities regulators. To
this end, our directors, officers and employees shall:
-
not make false or misleading entries in our books and records for any
reason;
-
not condone any undisclosed or unrecorded bank accounts or assets
established for any purpose;
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comply with generally accepted accounting principles at all times;
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notify our Chief Financial Officer if there is an unreported transaction;
-
maintain a system of internal accounting controls that will provide
reasonable assurances to management that all transactions are properly
recorded;
-
maintain books and records that accurately and fairly reflect our
transactions;
-
prohibit the establishment of any undisclosed or unrecorded funds or
assets;
-
maintain a system of internal controls that will provide reasonable
assurances to our management that material information about the Corporation
is made known to management, particularly during the periods in which our
periodic reports are being prepared;
-
present information in a clear and orderly manner and avoid the use of
unnecessary legal and financial language in our periodic reports; and
-
not communicate to the public any nonpublic information unless expressly
authorized to do so.
We have also adopted a Timely Disclosure, Confidentiality and
Insider Trading Policy, which governs our disclosure policies. A copy of the
Timely Disclosure, Confidentiality and Insider Trading Policy can be obtained
from the Governance and Nomination Committee.
| III. |
We Comply With all Laws, Rules and
Regulations |
We will comply with all laws, rules, regulations and policies
(collectively, the “Applicable Laws”) that are applicable to our activities, and
expect all our directors, officers and employees to obey the Applicable Laws.
Specifically, unless otherwise required by Applicable Laws, we are committed to:
-
maintaining a safe and healthy work environment;
-
promoting a workplace that is free from discrimination or harassment based
on race, color, religion, sex, age, national origin, disability or other
factors that are unrelated to the Corporation’s business interests;
-
supporting fair competition and laws prohibiting restraints of trade and
other unfair trade practices;
-
conducting our activities in full compliance with all applicable
environmental laws;
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keeping the political activities of our directors, officers and employees
separate from our business;
-
prohibiting any illegal payments, gifts, or gratuities to any government
officials or political party;
-
prohibiting the unauthorized use, reproduction, or distribution of any
third party’s trade secrets, copyrighted information or confidential
information;
-
prohibiting the sale or export, either directly or through our
representatives, of our products to countries where goods such as ours may not
be sold; and
-
complying with all applicable securities laws.
Our directors, officers and employees are prohibited from
trading our securities while in possession of material, nonpublic
(“inside”) information about the Corporation. We have adopted a Timely
Disclosure, Confidentiality and Insider Trading Policy in this regard, with
which all directors, officers and employees must comply. A copy of the Timely
Disclosure, Confidentiality and Insider Trading Policy can be obtained from the
Governance Committee.
REPORTING, WAIVER AND EFFECT OF VIOLATIONS
Compliance with this code of conduct is, first and foremost,
the individual responsibility of every director, officer and employee. We
attempt to foster a work environment in which ethical issues and concerns may be
raised and discussed with supervisors or with others without the fear of
retribution. It is our responsibility to provide a system of reporting and
access when you wish to report a suspected violation, or to seek counseling, and
the normal chain of command cannot, for whatever reason, be used.
Administration
Our Board of Directors and Governance Committee have
established the standards of business conduct contained in this Code and oversee
compliance with this Code along with the Corporation Ethics Officer.
Training on this Code will be included in the orientation of
new employees and provided to existing directors, officers, and employees on an
on-going basis. To ensure familiarity with the Code, directors, officers, and
employees will be asked to read the Code and sign a Compliance Certificate
annually.
Reporting Violations and Questions
Directors, officers, and employees must report, in person or in
writing, any known or suspected violations of laws, governmental regulations or
this Code to either the Corporation Ethics Officer, the Chair of the Audit
Committee or the Governance Committee. In addition, individuals are encouraged
to submit information, questions or concerns about accounting, auditing,
internal accounting controls or financial reporting matters involving the
Corporation which they consider to be questionable directly to the Chair of the
Audit Committee. Directors, officers, and employees may also contact the
Corporation Ethics Officer ,Chair of the Governance Committee or the Chair of
the Audit Committee with a question or concern about this Code or a business
practice. Any questions or violation reports will be addressed immediately and
seriously, and can be made anonymously. If you feel uncomfortable reporting
suspected violations or submitting questions or concerns to these individuals,
you may report matters to Gowling Lafleur Henderson LLP or Dorsey & Whitney
LLP, our outside counsel. The contact information for these persons is listed in
the attachment to this Code.
We will not allow any harassment, retaliation or any type of
discrimination against a director, officer or employee who acts in good faith in
reporting any violation or submitting any question or concern pursuant to the
terms of this Code.
Our Corporation Ethics Officer, the Governance Committee or the
Audit Committee, as applicable, will investigate any reported violations and
will determine an appropriate response, including corrective action and
preventative measures, involving others when required. If a reported violation
or other submission received by the Corporation Ethics Officer relates to
auditing or financial matters, the Corporation Ethics Officer will consult with
the Audit Committee. In addition, if a reported violation received by the
Corporation Ethics Officer relates to an officer or director of the Corporation,
the Corporation Ethics Officer will consult with the Audit Committee or
Governance Committee as deemed most appropriate given the subject matter of the
submission. All reports will be treated confidentially to every extent possible,
consistent with the need to conduct an adequate investigation. All complaints,
results of investigations, if any, and reports will be retained for seven
years.
Consequences of a Violation
Directors, officers and employees that violate any laws,
governmental regulations or this Code will face appropriate, case specific
disciplinary action, which may include demotion or immediate discharge. In
addition, violation of any laws, governmental regulations or this Code could
result in public disclosure of such violation including, without limitation, the
names of parties involved.
Any director, officer or employee that is aware of a violation
of this Code and does not report it is in violation of this Code and may be
subject to the disciplinary actions described above.
Requests for Waivers
Requests for waivers from this Code must be delivered to the
Corporation Ethics Officer or the Governance Committee, together with a summary
of all relevant facts and circumstances. Waivers with respect to directors and
officers may only be granted by the Corporation’s Board of Directors. Waivers
with respect to non-officer employees may be granted by the Corporation’s Ethics
Officer. The director, officer or employee to whom a waiver is granted accepts
that public disclosure of the granting of any such waiver may be required by
applicable securities laws, regulations, policies or guidelines (including those
of a stock exchange on which the Corporation’s stock may be listed).
Amendments or Changes to the Code
Any change in or waiver of this Code must be reviewed and
approved by the Corporation’s Board of Directors. Any amendments or waivers of
this Code approved for the benefit of directors or executive officers of the
Company will be disclosed as required by applicable laws, rules or securities
market regulations.
Names and Addresses (as of July 9, 2012)
Reporting Contacts:
| Corporation Ethics Officer: |
The Chair of our Governance
Committee: |
| Name: |
Frank R. Hallam, CFO |
Name: |
Iain D.C. McLean |
| Address: |
c/o Platinum Group Metals |
Address: |
c/o Platinum Group Metals |
| |
Bentall Tower 5 |
|
Bentall Tower 5 |
| |
Suite 328 - 550 Burrard Street |
|
Suite 328 - 550 Burrard Street |
| |
Vancouver, BC |
|
Vancouver, BC |
| |
Canada V6C 2B5 |
|
Canada V6C 2B5 |
| Phone: |
1-604-899-5450 |
Phone: |
1-604-805-9369 |
| E-mail: |
fhallam@platinumgroupmetals.net |
E-mail: |
IMcLean@gemcomsoftware.com
|
| The Chair of our Audit
Committee: |
| Name: |
Eric Carlson |
| Address: |
c/o Platinum Group Metals |
| |
Bentall Tower 5 |
| |
Suite 328 - 550 Burrard Street |
| |
Vancouver, BC |
| |
Canada V6C 2B5 |
| Phone: |
604-689-3040 |
| E-mail: |
ecarlson@anthemproperties.com
|
Additional Reporting Contacts:
| Our Outside Counsel in Canada: |
Our Outside Counsel in the United States:
|
| |
|
| Gowling Lafleur Henderson LLP |
Dorsey & Whitney LLP |
| Attn: Daniel M. Allen |
Attn: Christopher Doerksen |
| Suite 2300, Five Bentall Centre |
701 Fifth Avenue, Suite 6100 |
| 550 Burrard Street |
Seattle, Washington 98104 |
| Vancouver, British Columbia |
Phone: (206) 903-8856 |
| Canada V6C 2B5 |
Fax: (206) 903-8820 |
| Phone: (604) 891-2710 |
E-mail: doerksen.christopher@dorsey.com |
| Fax: (604) 689-8610 |
|
| E-mail: Daniel.allen@gowlings.com |
|
Anonymous Submissions:
To make an anonymous submission to any of the foregoing, you
may submit an anonymous letter addressed to such person in a sealed envelope
with the label “Confidential: To be opened only by” the applicable person.
COMPLIANCE CERTIFICATE
I have read and understand the Code of Business Conduct and
Ethics of Platinum Group Metals Ltd. (the “Code”). I will adhere in all respects
to the ethical standards described in the C12ode. I further confirm my
understanding that any violation of the Code will subject me to appropriate
disciplinary action, which may include demotion or discharge.
I certify to Platinum Group Metals Ltd. that I am not in
violation of the Code, unless I have noted such violation in a signed Statement
of Exceptions attached to this Compliance Certificate.
Date: ________________________________
Name: _______________________________
Title/Position: __________________________
Check one of the following:
[_] A Statement of Exceptions is attached.
[_] No Statement of Exceptions is attached.
