EXHIBIT 99.1
PRETIUM
RESOURCES INC.
(“Pretivm” or the “Company”)
CODE OF BUSINESS CONDUCT AND ETHICS
As
Adopted by the Board of Directors on December 19, 2010
and amended on December 12, 2017,October 30, 2019 and October 29,
2020
The upholding of a strong sense of ethics and integrity is of the
highest importance and critical to our success in the business
environment. This Code of Business Conduct and Ethics (the
“Code”)
embodies our commitment to ethical principles and sets out our
responsibilities to our shareholders, employees, lenders and other
stakeholders. This Code addresses general business ethical
principles, conflicts of interests, special ethical obligations for
employees with financial reporting responsibilities, disclosure
commitments and practices, confidentiality of corporate
information, protection and proper use of corporate assets,
compliance with laws, rules and regulations, reporting of any
illegal or unethical behavior and other relevant
issues.
I.
GENERAL
APPLICATION
This Code outlines the fundamental principles of legal and ethical
business conduct as adopted by our Board of Directors (the
“Board”) and is applicable to each of our
directors, officers, employees, contractors and consultants. In
this Code these individuals are referred to as “you”.
This Code is not intended to be a comprehensive list addressing all
legal or ethical issues. You are expected to be familiar with and
to conduct yourself in accordance with the standards established in
this Code and to employ good judgment in the application of the
principles contained in this Code.
II.
CONFLICTS
OF INTEREST
You are expected to make decisions and take actions that are in our
best interests as a whole, and which are not based on or unduly
influenced by personal relationships or benefits. You should avoid
any relationship which could create a conflict of interest. A
conflict of interest arises where your personal or financial
interest in a matter which is the subject of an action or decision
by the Company may reasonably be perceived to: (i) affect your
objectivity in carrying out your responsibilities and duties to the
Company; or (ii) represents an advantage or gain to you or other
persons with whom you do not deal at arm’s
length.
If you are an employee, contractor or consultant, you are to
disclose any conflict of interest or potential conflict of interest
to your immediate Company supervisor, who shall promptly inform the
Company’s Chief Executive Officer (“CEO”). A waiver of any conflict of interest in
respect of employees, contractors or consultants must be approved
by the CEO.
If you are one of our officers, including our CEO and Chief
Financial Officer (“CFO”), you are to disclose any conflict of
interest or potential conflict of interest to the Board. A waiver
of any conflict of interest must be approved by the Board or a
committee designated by the Board.
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If you are a member of the Board, you are to disclose any conflict
of interest or potential conflict of interest to the entire Board
as well as any committee on which you serve. You must abstain from
voting on matters in which you have a conflict of interest and are
also to recuse yourself from any discussion or decision on any
matter in which you are precluded from voting as a result of a
conflict of interest or which otherwise affects your personal,
business or professional interests. In circumstances where you have
a significant, ongoing conflict, and where such personal or outside
interest, relationship or responsibility may significantly impede
your ability to carry out your fiduciary responsibility to the
Company, you shall be required to offer a letter of resignation to
the Board. The Board will, in consultation with the Corporate
Governance and Nominating Committee, determine whether or not to
accept such letter of resignation, based on the circumstances of
the conflict.
Set out below is specific guidance in respect of certain conflict
of interest situations. As it is not possible to list all conflict
of interest situations, it is your responsibility to avoid and
properly address any situation involving a conflict of interest or
potential conflict of interest. If you wish to obtain clarification
of our conflict of interest principles or further guidance with
respect to the proper handling of any specific situation, you
should consult your immediate supervisor or our Vice President,
Legal and Corporate Secretary (the “VP”).
1.
You
and your family members must avoid any direct or indirect financial
relationship with third parties with whom we have relationships
which would involve a conflict of interest or a potential conflict
of interest or compromise your loyalty to us. Written permission
must be obtained from the VP before you or your family commences an
employment, business or consulting relationship with third parties
with whom we have relationships.
2.
You
are prohibited from: (a) taking for yourself personally
opportunities that are discovered through the use of our property
or information; (b) using our property or information for your
gain; and (c) competing with us. You owe a duty to advance our
legitimate interests when the opportunity to do so
arises.
3.
If
you are an officer, employee, contractor or consultant, you shall
not serve as a director of any other profit-making organization
where such appointment represents a conflict of interest with your
duties to the Company. Therefore, (i) each officer is required to
notify the Board or a committee designed by the Board, and (ii)
each employee, contractor and consultant is required to notify the
CEO, in each case prior to being appointed as a director or in a
similar position or agreeing to be nominated for a directorship or
a similar position at any profit-making organization, and may not
agree to such appointment or nomination or otherwise accept such
position without (x) the prior approval of the Board or a committee
designated by the Board, in case of an officer, and (y) the prior
written approval of the CEO in case of an employee, contractor or
consultant. For these purposes and for greater certainty, subject
to the discretion reserved by the Board or a committee designated
by the Board or the CEO, as applicable, to determine otherwise in
the particular circumstances, the Board has determined that
accepting of position or appointment with a competitor of the
Company will generally be considered a conflict of interest and
shall not be permitted.
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4.
If
you are a director, you shall not serve as a consultant to or a
director of any other profit-making organization where such
retainer or appointment represents conflict of interest with your
duties to the Company. Each director is therefore required to
notify the Board Chair and the Chair of the Corporate Governance
and Nominating Committee prior to being retained as a consultant
to, or being appointed as a director or in a similar position or
agreeing to be nominated for a directorship or a similar position
at, any other profit-making organization, and may not agree to such
retainer, appointment or nomination or otherwise accept such
position without the prior written approval of the Board Chair and
the Chair of the Corporate Governance and Nominating Committee. The
Board Chair and the Chair of the Corporate Governance and
Nominating Committee shall consult with the Corporate Governance
and Nominating Committee and/or the Board in determining whether or
not to provide their prior written approval. For these purposes and
for greater certainty, subject to the discretion reserved by the
Board Chair and the Chair of the Corporate Governance and
Nominating Committee to determine otherwise in the particular
circumstances, the Board has determined that accepting of a
retainer, position or appointment with a competitor of the Company
will generally be considered a conflict of interest and shall not
be permitted.
5.
You
are prohibited from paying or accepting any bribe, kickback or any
other unlawful payment or benefit to secure any concession,
contract or any other favourable treatment. You must report any
attempted actions to the VP or the Chair of the Audit Committee.
You must observe all applicable government restrictions on gifts
and entertainment.
6.
Supervisory
relationships with family members present special workplace issues.
Accordingly, you must avoid a direct reporting relationship with a
family member or any individual with whom you have a significant
relationship. You must report in writing to the VP any direct
reporting relationship with a family member or any individual with
whom you have a significant relationship.
III.
FINANCIAL REPORTING RESPONSIBILITIES
As a public company, it is of critical importance that our filings
with the securities commissions and other relevant regulatory
authorities be accurate and timely. As a result, you are obligated
to provide information to ensure that our publicly filed documents
be complete and accurate. You must take this responsibility
seriously and provide prompt and accurate answers and responses to
inquiries related to our public disclosure
requirements.
In the performance of your duties relating to our public disclosure
obligations, you must:
●
Act
with honesty and integrity;
●
Provide
information that is accurate, complete, objective, fair and
timely;
●
Comply
with rules and regulations of federal, state, provincial and local
governments and other relevant public and private regulatory
authorities;
●
Comply
with our policies and internal controls;
●
Act
in good faith with due care, competence and due
diligence;
●
Respect
the confidentiality of information acquired in the course of the
performance of your duties;
●
Promote
ethical and proper behavior in the work environment;
and
●
Report
to the VP or Chair of the Audit Committee any conduct that you
believe to be a violation of law or of this Code.
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Our
CEO and CFO have the ultimate responsibility for ensuring the
integrity of our filings and disclosure as required by the rules
and regulations of all relevant regulatory authorities. You have a
responsibility for maintaining financial integrity in our records,
consistent with generally accepted accounting principles, our
disclosure controls and procedures and internal controls, and
federal, provincial and state securities laws. If you become aware
of any financial or accounting manipulation or other improper
activities relating to accounting, internal controls, auditing or
other matters, you must report the same to the VP or the Chair of
our Audit Committee.
IV.
DISCLOSURE
We
are committed to best practices in making timely and accurate
disclosure of all material information and providing fair and equal
access to material information. In furtherance of such commitment
we have established a Corporate Disclosure and Trading Policy, the
purpose of which is to ensure that we and our directors, officers,
employees, contractors and consultants satisfy the legal and
ethical obligations related to the proper and effective disclosure
of corporate information and the trading of securities with that
information.
V.
CONFIDENTIALITY OF NON-PUBLIC INFORMATION
You
are required to keep all of our non-public information
confidential, and the unauthorized disclosure of our non-public
information is strictly forbidden. For further direction regarding
confidentiality of non-public information, refer to our Corporate
Disclosure and Trading Policy. Questions regarding the
appropriateness of disclosing particular information should be
discussed with the VP. Management has the primary responsibility of
communicating with investors, the press, employees and other
stakeholders on a timely basis and establishing communication
policies.
You
should treat material non-public information about our business
partners with the same care as is required with respect to our
information.
VI.
PROTECTION AND USE OF CORPORATE ASSETS
You
will protect our assets and ensure their efficient use. Our assets
should only be used for legitimate business purposes. You may not
contribute any of our assets, including the time of our personnel,
the use of our premises or equipment and direct or indirect
monetary payments, to any political candidate, political action
committee, political party or ballot measure without the approval
of the Board.
VII.
COMPLIANCE
WITH LAWS
You must comply with all applicable laws, rules and regulations and
be able to recognize potential liabilities, seeking legal advice
where appropriate. In addition, we expect you to comply with this
Code and all of our other codes and policies. If you have any doubt
as to whether a course of action is proper, you should discuss it
with your supervisor or manager, the VP or the Chair of our Audit
Committee.
In particular, you will comply with all laws, rules and regulations
prohibiting insider trading and tipping. Insider trading and
tipping are both unethical and illegal and will lead to
disciplinary action, including dismissal or removal from office in
appropriate circumstances. For further direction regarding
compliance with insider trading and tipping laws, rules and
regulations, refer to our Corporate Disclosure and Trading Policy.
If you have any questions about insider trading and/or tipping, you
should raise them with the VP.
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VIII.
SAFETY
AND ENVIRONMENTAL PROTECTION
Safety and environmental protection are fundamental values of ours,
and you have a role in ensuring our operations comply with safety
and environmental legislation and standards.
IX.
FUNDAMENTAL
RIGHTS
You have the right to work in an environment that is free from
discrimination, bullying and harassment, including sexual
harassment. We are committed to providing all employees a workplace
that respects their basic human rights and will take every incident
of discrimination or bullying and harassment very seriously. In
furtherance of such commitment, we have established a Workplace
Discrimination, Bullying and Harassment Policy to ensure that all
individuals are treated with respect and dignity. If you are found
to have engaged in conduct constituting discrimination or bullying
and harassment, you will be disciplined and, in appropriate
circumstances, dismissed or removed from office.
We encourage reporting of all incidents of discrimination and
harassment. You have the right to pursue a complaint without
reprisal, retaliation or threat of either, for doing so. Any
incidents should be reported in accordance with the procedures set
out in our Workplace Discrimination, Bullying and Harassment
Policy.
X.
RESPONSIBILITY/CLARIFICATION/REPORTING
BREACHES
You must be familiar with and adhere to the provisions of this Code
and to the standards set out in our applicable policies. Failure to
adhere to this Code may lead to disciplinary action, including
dismissal or removal from office in appropriate circumstances. You
should refer questions relating to this Code or its application to
a particular situation to your supervisor or manager. If the issue
is one which you feel unable to discuss with your supervisor or
manager, the matter should be discussed with the VP or the Chair of
the Audit Committee.
You are required to report breaches of this Code, including
violations of laws, rules, regulations or other of our policies,
incidents of financial or accounting manipulation or other improper
activities relating to accounting, internal controls, auditing or
other matters to a supervisor or manager or, if you are not
comfortable reporting a violation to your supervisor or manager, to
the VP or Chair of the Audit Committee. For further direction
regarding reporting violations or potential violations of this Code
or other of our policies, refer to our Complaint Reporting and
Whistle Blower Policy. Any failure to report inappropriate or
irregular conduct of others shall be treated as a severe
disciplinary matter.
If you disclose any matter to a supervisor or manager, VP or Chair
of the Audit Committee, the matter shall be treated in a
confidential and sensitive manner, subject to applicable law and
the need to conduct a full and impartial investigation, address the
matter or monitor compliance with or administer our
policies.
No person who in good faith reports a violation or potential
violation of this Code will suffer harassment, retaliation or
adverse employment consequences as a result of doing so. An
employee who retaliates against a person who reported a violation
or potential violation of this Code in good faith will be subject
to disciplinary action, including dismissal or removal from office
in appropriate circumstances.
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XI.
WAIVERS
FROM CODE
In extraordinary circumstances and where it is in our best interest
to do so, we may waive compliance with a requirement under this
Code, with or without conditions. If you are a director or
executive officer, any waiver of this Code must be approved by the
Board and must be disclosed as required by all applicable laws. You
accept that public disclosure of the granting of any waiver to you
may be required by applicable securities laws, regulations,
policies or guidelines (including those of a stock exchange on
which our stock may be listed).
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