Code of Business Conduct and Ethics
The purpose of this Code of Business Conduct and Ethics (the “Code”) is to provide guidance for all Employees (including Officers) and Directors of Coeur Mining, Inc. and its subsidiaries and affiliates throughout the world (the “Company”). All Employees and Directors are expected to maintain high ethical standards of conduct and to comply fully with applicable laws and governmental regulations. Day-to-day observance of this Code will support an attractive, healthy working environment for all Employees consistent with the Company’s core values, and further project a positive image of the Company to organizations with which the Company does business and the general public.
All Employees and Directors will receive or be provided with a copy of this Code, must read, understand and comply with this Code in all of the Company’s operations throughout the world, raise questions when in doubt about the best course of action, and report possible misconduct promptly after becoming aware of it. The Company does not tolerate acts of retaliation against any Employee or Director who makes a good faith report of known or suspected acts of misconduct or other violations of this Code.
This Code is in addition to other detailed policies that the Company may adopt from time to time. All Employees and Directors should read, understand and comply with any applicable detailed policies. References herein to the “Company” mean Coeur Mining, Inc. and all of its subsidiaries and affiliates; “Employees” means all employees of the Company, including, without limitation, the Chief Executive Officer and senior financial officers (e.g., principal financial officer, principal accounting officer, controller and other Employees performing similar functions); “Director” means any member of the Company’s Board of Directors; “Responsible Manager” means the highest ranking executive at the location where the Employee performs his or her duties; “General Counsel” means the person serving as the highest ranking legal counsel to the Company.
While this Code deals with major areas of concern, it cannot cover every situation that may arise. Employees and Directors are expected to exercise their own best judgment and discretion within the parameters of this Code, keeping in mind the high standards to which the Company is committed.
Procedures and Methods for Reporting Potential Violations and Ensuring Compliance
Every Employee and Director shall cooperate in assuring that any violation of this Code is brought to the attention of the appropriate person. Except as otherwise explicitly provided in this Code, if any Employee believes or suspects any possible misconduct, including unethical business practices, violations of this Code or violations of a law or regulation, or an Employee believes that he or she is being asked to engage in any such misconduct in the performance of duties for the Company, the matter must be promptly reported to the Employee's supervisor or Responsible Manager.
If for any reason the Employee is uncomfortable reporting such matter to his or her supervisor or the Responsible Manager, then the Employee may report such matter on a confidential, anonymous basis without fear of dismissal or other retaliation by mail to Casey M. Nault, Senior Vice President, General Counsel and Secretary, at 104 S. Michigan Avenue, Ste. 900, Chicago, Illinois 60603, United States of America, by email to email@example.com or by voicemail message on the whistleblower hotline. Employees also may submit a report involving the General Counsel directly to the Chair of the Audit Committee by sending the report to the same address and marking it as confidential and to be delivered directly to the Audit Committee Chair.
Whistleblower Hotline Phone Numbers by Country:
United States: 1-855-742-2085
The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate or tolerate discrimination or retaliation against an Employee or Director for reporting, in good faith, a potential violation, and any supervisor intimidating or imposing sanctions on any Employee or Director for reporting a matter in good faith will be disciplined. If an Employee chooses to identify himself or herself, the confidentiality of the identity of the person making the report will be maintained to the maximum extent possible and consistent with the Company’s obligations to investigate and remedy the matter and, if appropriate, to report the matter to government officials. The General Counsel shall handle all Employee confidential reports in a timely manner and is responsible for advising the Audit Committee Chair or other appropriate Board Committee Chairperson regarding concerns raised by an Employee pursuant to this Code.
Any report of a potential violation should include, to the extent possible, the following:
- A detailed description of the activity or issue;
- The individuals involved;
- Relevant time periods and locations;
- Any immediate or urgent concerns; and
- Any additional information that is important and relevant to the report of potential misconduct.
Except as otherwise explicitly provided in this Code, if any Director believes or suspects any possible misconduct, including unethical business practices, violations of this Code or violations of a law or regulation, or a Director believes that he or she is being asked to engage in any such misconduct in the performance of duties for the Company, the matter must be promptly reported to the Chair of the Audit Committee or, if the matter involves the Chair of the Audit Committee, to the Chairman of the Board of Directors.
Any Employee or Director found to have violated this Code will be subject to appropriate disciplinary action, ranging from warnings to possible termination. In addition to the procedures set forth above, the Company has adopted the Procedures for Treatment of Reports of Potential Misconduct Policy that applies to all Employees and Directors. A copy of the policy has been distributed to all Employees and Directors, and additional copies may be obtained from the legal department.
Compliance With Laws and Regulations Generally
The Company insists that all of its business be conducted in compliance in all material respects, both in letter and spirit, with all applicable laws, rules and regulations. Further, it is the responsibility of every Employee and Director to comply with federal, state, local and foreign laws, rules and regulations in the states and countries in which the Company operates. Although Employees and Directors are not expected to know the details of all applicable laws, rules and regulations, it is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to the General Counsel or legal department, generally.
Failure to obey all laws and regulations violates this Code and may expose both the Company and responsible Employees or Directors to criminal or civil prosecution. Any illegal action will be dealt with swiftly and violations will be reported to the proper authorities.
Honest and Ethical Conduct
The Company’s policy is to promote high standards of integrity by conducting its affairs honestly and ethically. Each Employee and Director must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company’s suppliers, partners, service providers, competitors, Employees and anyone else with whom he or she has contact in the course of performing his or her job.
Fair Dealings With Others
Each Employee and Director of the Company must deal fairly with the Company’s customers, suppliers, service providers, competitors, external advisers, Employees, and anyone else with whom he or she has contact in the course of performing his or her job. No Employee or Director may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
Health, Safety and Environmental Matters
A sound environmental, health and safety performance contributes to the Company’s competitive strength and benefits its stockholders and Employees. Employees are therefore expected to conduct operations on behalf of the Company with the highest regard for the quality of the environment. Translated into day-to-day activities, that means reporting unsafe working conditions, using resources efficiently, recycling as appropriate, handling any hazardous materials properly and handling and disposing of all materials and waste according to applicable laws and Company policies.
Maintaining a secure workplace safeguards the Company’s Employees, information and property. The Company is committed to complying with all laws and standards established by appropriate federal, state, and local governments and agencies (both United States and foreign) respecting discharges into water sources or the atmosphere or the disposal of solid and hazardous wastes. The Company has adopted an Environment, Health, Safety and Social Responsibility Policy that applies to all Employees and Directors. A copy of the policy has been distributed to all Employees and Directors, and additional copies may be obtained from the legal department.
Compliance with Securities Laws; Disclosures and Other Public Communications
The Company discloses information to the public on a regular basis. Employees responsible for making the Company’s periodic reports and other documents filed with the Securities and Exchange Commission (the “SEC”), including all financial statements and other financial information, are responsible for preparing these disclosures in compliance with applicable securities laws and rules. The Company’s SEC filings and other public communications should contain full, fair, accurate, timely and understandable disclosures.
Each Employee who is involved in the Company’s disclosure process must: (a) be familiar with and comply with the Company’s accounting and disclosure rules and controls and procedures, and generally accepted accounting principles, and cooperate fully with the Company’s internal and external auditors; and (b) take all necessary steps such that all filings with the SEC and all other public communications about the financial and business condition of the Company provide full, fair, accurate, timely and understandable disclosure.
Employees or Directors who are aware of material information regarding the Company or another public company which has not been disclosed to the public (i.e., facts which may affect the market price for that company’s securities and investors’ decisions to trade therein) must hold that information in strictest confidence and refrain from buying or selling or influencing the decisions of others to buy or sell the securities of any such company until such information has been publicly disclosed and enough time has elapsed to allow investors to react to the information. The Company has adopted an Insider Trading Policy that applies to all Employees and Directors. A copy of the policy has been distributed to all Employees and Directors, and additional copies may be obtained from the legal department.
Employees and Directors owe a duty to the Company to advance its business interests when the opportunity arises. As a result, Employees and Directors are prohibited from taking advantage for themselves (or for the benefit of friends or family members) of certain business opportunities in which the Company may be interested. Those business opportunities may include, but are not limited to: (i) personally taking advantage of any business opportunity that typically would be pursued by, or would be of interest to, the Company; (ii) personally taking advantage of any other business opportunity that the Company may want to take advantage of if the opportunity is discovered using Company assets, property, business contacts, information or position; or (iii) competing with or otherwise disadvantaging the Company. Employees and Directors may not use Company assets, property, information or position for personal gain. If an Employee or Director has any question regarding any potential business opportunity, he or she should consult with the legal department prior to pursuing the opportunity.
Conflicts of Interest
Conflicts of interest arise when an Employee’s or Director’s personal interests (or the interests of a member of his or her family) interfere, or even appear to interfere, with the interests of the Company. A conflict of interest can arise when an Employee or Director (or a member of his or her family) takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest also arise when an Employee or Director (or a member of his or her family) receives improper personal benefits as a result of his or her position in the Company. It is impossible to describe all situations that may cause or give the appearance of a conflict of interest; however, some examples of potential conflicts of interest include:
- Operating any outside business or accepting full-time, part-time, or temporary employment, including serving as an advisor or consultant, with (a) any organization that does business with the Company or is a competitor of the Company or (b) any outside business if the demands of the outside business would interfere with the Director or Employee’s responsibilities with the Company.
- Holding any financial interest, including stock ownership, in any outside business that might create the appearance of a conflict of interest.
- Seeking or accepting any personal loan or services from any outside 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.
- Accepting any personal loan or guarantee of obligations from the Company, even where such arrangements are legally permissible.
- Giving, offering, or promising, directly or indirectly, anything of value to a family member, an associate, a potential associate, or a financial institution, or their representatives, in connection with any transaction or business that the Company may have with such family member, associate, potential associate, or financial institution.
Whether or not a conflict of interest exists or will exist can be unclear. Persons other than Directors and executive officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with, and seek a determination and prior authorization or approval from, their supervisor, Responsible Manager or the General Counsel. A supervisor or Responsible Manager may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first providing the General Counsel with a written description of the activity and seeking the General Counsel’s written approval. If the supervisor or Responsible Manager is directly involved in the potential or actual conflict, the matter should instead be discussed directly with the General Counsel. Directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Nominating and Corporate Governance Committee.
Protection and Proper Use of Company Information, Property and Information Systems
All Employees and Directors should protect Company Information and Company Property (each as defined below) and take responsibility for using it properly and efficiently. Theft, carelessness and waste have a direct impact on the Company's profitability and are prohibited. All Company Information and Company Property should be used only for legitimate business purposes; incidental personal use is permitted only to the extent provided in this Code or in the Company’s other applicable policies.
“Company Information” includes all proprietary information that is not generally available to or known by the public. It includes Intellectual Property (as defined below) as well as business and marketing plans, engineering and ideas, designs, databases, records, any non-public financial data or reports, and documents, emails, and other materials referencing or containing Company Information (and all derivative materials prepared from those documents). It includes information in any format: written, electronic, visual or oral. It also may include information that the Company develops, purchases or licenses. It also includes information the Company receives from others, and information about third parties that Employees and Directors learn, from whatever source, in the course of performing their duties for the Company.
Company Information is a valuable asset and it may be commercially sensitive, confidential or legally privileged. The Company also may owe legal and contractual obligations of confidentiality to a third party in relation to confidential information of that party. Employees may obtain and use Company Information only to the extent needed to perform their jobs properly; and must protect Company Information against improper disclosure, theft or misuses. Accordingly, Employees cannot, directly or indirectly:
- Disclose any Company Information to others, including other Employees, unless they have a legitimate need to know it to perform their jobs and, if they are not Employees of the Company, have agreed to maintain its confidentiality;
- Use Company Information for any purpose other than its intended use;
- Copy any documents containing Company Information, or remove any documents or other records or copies from the work area, except as required to perform their jobs properly; or
- Dispose of Company Information inappropriately.
Any questions regarding confidentiality of any Company Information, use of Company Information, or disclosure of Company Information may be addressed to your supervisor, Responsible Manager or the legal department.
Upon request or termination of employment, all Company Information must be returned to the Company. The Company has adopted a Records Management Policy which provides the procedures an Employee or Director must follow upon termination for the migration of records, including Company Information. A copy of the policy has been distributed to all Employees and Directors, and additional copies may be obtained from the legal department.
“Company Property” includes, without limitation, the Company’s equipment, computers, software, inventory, funds, office supplies, technologies, concepts, Intellectual Property, plans, lists, data, directories, samples, plans, ore, waste rock, precious metals concentrates and doré.
Employees may, from time to time, perform certain tasks and duties which result in the creation of patents, trademarks, service marks, copyrights, trade names, inventions, improvements, processes, formulas, trade secrets, mailing lists, know how, and proprietary or confidential information, all of which is herein referred to as “Intellectual Property.” Further, it is recognized that Employees may come in contact with such Intellectual Property in the course of their normal duties.
Intellectual Property, as described here, shall not be used for an Employee’s own benefit or purposes, nor given or sold to any third party either during or after employment with the Company, unless it can be clearly demonstrated that the Intellectual Property is in the public domain. If the Intellectual Property is created by an Employee, in whole or in part, within the scope of his or her employment, or by the Company while an Employee is employed by the Company, the Employee shall have no rights pertaining to that Intellectual Property. Such Intellectual Property is owned exclusively by the Company.
Company Information Systems
All of the Company’s information systems, including communications systems, magnetic media, e-mail, voice mail, and Intranet, Extranet and internet access systems are the Company’s property and generally must be used only for business activities. Incidental personal use is permissible as long as it does not consume more than a trivial amount of resources, does not interfere with productivity, does not preempt any business activity, is otherwise appropriate and reasonable and is consistent with the Company's business values, this Code, and the Company’s other applicable policies. The Company reserves the right at any time to access, read, monitor, inspect and disclose the contents of, postings to and downloads from, all of the Company's information systems.
Employees may not use the Company's information systems to access, view, post, store, transmit, download, or distribute any illegal, profane, obscene, derogatory, harassing, offensive or inappropriate materials. Additionally, no Employee may use these systems to send Company information or copyrighted documents that are not authorized for transmittal or reproduction.
The Company has adopted a Use of Company Computer Systems Policy, Use and Retention of Company Email Policy, and Use of Company Internet Resources Policy that apply to all Employees and Directors. Copies of the policies listed above have been distributed to all Employees and Directors, and additional copies may be obtained from the legal department.
No persons other than Employees and those entering on Company business shall be allowed to enter a Company facility without authorization from the facility’s management. Examples of persons who are considered to be entering on Company business are truck drivers making deliveries or pickups, employees of an independent contractor doing construction work at the time, employees of other units and public utility employees. Examples of persons who are not on Company business are outside salespeople and soliciting agents, public officers or inspectors, visitors, persons seeking employment and persons desiring to see or interview Employees.
No Company Information concerning financial, cost, metallurgical data, permitting, mining claims, operational performance or plans, safety or environmental performance or other Company Information that has not been publicly disclosed shall be given to any person visiting the operations of the Company unless specifically authorized by the legal department or unless the person visiting the unit is entitled to receive such information in the ordinary course of business. If there is any doubt as to whether a visitor is to be entitled to receive such information, the question shall be properly referred to the legal department for proper authorization.
Accuracy, Retention and Disposal of Records
Good business practice requires that certain Company records be retained for various time periods. Often, these are required by law, and it is the responsibility of each Employee to ensure that records are retained in compliance with applicable document retention policies established from time to time by the Company and in compliance with applicable laws. No one may falsify or improperly alter any information contained in the Company's books, records and accounts. Documents that need not be kept should be disposed of in compliance with the Company’s document retention policies. Where litigation or a government investigation is likely or ongoing, records may not be destroyed until the legal department advises in writing that the matter has been concluded. For questions about record retention, contact the General Counsel, particularly if any litigation, investigation, or administrative action is (or may be) threatened or pending. The Company has adopted a Records Management Policy that applies to all Employees and Directors. A copy of the policy has been distributed to all Employees and Directors, and additional copies may be obtained from the legal department.
Gifts and Entertainment
For purposes of this policy, “gifts” include any item of monetary value and “entertainment” includes, but is not limited to, meals, travel, fishing trips, golfing trips, overnight events at hotel, sporting events, and theater or concert tickets.
Employees may accept gifts and entertainment from third party vendors without specific pre-approval if: (i) the purpose of the gift or entertainment is in furtherance of an appropriate business relationship, (ii) the type and value of the gift or entertainment is in line with accepted business practices in relation to the vendor and the business relationship and does not exceed $100 for gifts and $100 per Employee for entertainment, and (iii) acceptance will not create apparent or actual improper influence or compromise sound business judgment. Gifts of cash or securities may not be accepted regardless of amount. Gift cards of up to $10 may be accepted if given and received in the context of ordinary course hospitality, including around holidays. Gifts and entertainment given and received should meet the Company’s business standards and values and must not be illegal, profane, obscene, derogatory, harassing, offensive or inappropriate.
Without limiting the requirement to align with the factors in the previous paragraph, gifts from vendors and vendor-hosted entertainment with an actual or reasonably estimated value greater than $100 per Employee must be preapproved by the President and Chief Executive Officer.
Employees may not accept gifts and entertainment that do not satisfy these guidelines. Upon receipt of any gift or offer of entertainment that does not appear to comply with this policy, the applicable Employee must report the gift or proposed entertainment to the Employee’s supervisor promptly and in no event more than three business days following receipt. Acceptance of the gift or entertainment will be determined by the Employee’s supervisor in consultation with the Legal Department, and by the President and Chief Executive Officer for vendor-hosted entertainment valued at over $100 per Employee as described above.
Company-hosted entertainment is governed by the Company’s Travel and Business Expense Reimbursement Policy. Many organizations have their own policies on giving and receiving gifts or entertainment. Employees should not offer a gift or entertainment to another person if the Employee knows that doing so would violate policies at the recipient’s organization. If the Employee does not know, the Employee should ask before providing the gift or entertainment. Special rules apply when dealing with government officials, as discussed in more detail below.
Interactions with Foreign Governments and Government Officials and Prohibition on Bribery
In accordance with the Company’s Anti-Corruption and Anti-Bribery Policy, the Company strictly prohibits any Employee or Director from giving, directly or indirectly, any bribe or improper payment, gift, entertainment, or other thing of value, using corporate or personal funds, to any officials of a government, a foreign political party, or a public international organization (“Foreign Government Official”) for any reason. Accordingly, Employees and Directors must never give, offer, promise, or authorize any payments, such as bribes or kickbacks, or other inducements in connection with the Company’s business.
The Company also strictly prohibits any Employee or Director from making any payment or providing a thing of value if the person knows, reasonably believes, or suspects that any portion of the payment or thing of value will be offered, given or promised, directly or indirectly, to any Foreign Government Official as a bribe or kickback, or other inducement in connection with the Company’s business. You cannot use a third party to do something that you are not allowed to do.
It is the policy of the Company to comply with all applicable anti-corruption laws. Most countries around the world have laws that prohibit making payments or giving anything of value to government officials to improperly influence such officials. The Company and any persons acting on its behalf are also subject to the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”), which prohibits offering, promising, paying or providing, or authorizing the payment or providing of anything of value, directly or indirectly, to a Foreign Government Official to influence the recipient to use his or her official position, for the purpose of obtaining or retaining business, or obtaining any business advantage.
In addition to facing disciplinary actions, including termination of employment, for violations of this policy, Employees and the Company can face severe criminal penalties for violating the FCPA or local law. In addition, the Company strictly prohibits any payment to any person that violates the laws of any jurisdiction in which the Company operates.
The Company also strictly prohibits any Employee or Director from receiving, directly or indirectly, any bribe or improper payment from any Foreign Government Official for any reason. Receiving a bribe includes demanding, soliciting or accepting a bribe. Any offer of or request for any bribe or improper payment must be reported to the legal department.
The Company’s Anti-Corruption and Anti-Bribery Policy provides further guidance, including relevant definitions, on anti-corruption law compliance and Company expectations, which applies to all Employees and Directors. A copy of the policy has been made available to to all Employees and Directors, and additional copies may be obtained from the legal department.
It is the Company’s policy to cooperate in the administration of all laws and regulations to which it is subject. Employees who receive notice of any governmental investigation involving the Company or any request to testify in a legal proceeding with regard to the Company should, unless prohibited by law, regulation, or direction of a governmental authority, promptly notify the legal department.
All questionnaires or other requests for statistical information from any outside source, including federal, state or other governmental agencies, shall be forwarded to the Controller, who will consult with the General Counsel and Chief Financial Officer to decide whether and how the information requested shall be furnished.
Administration and Waivers
The Audit Committee of the Company’s Board of Directors is responsible for setting the standards of business conduct contained in this Code and updating these standards as it deems appropriate to reflect changes in the legal and regulatory framework applicable to the Company, the business practices within the Company’s industry, the Company’s own business practices, and the prevailing ethical standards of the communities in which the Company operates. This Code and any subsequent material amendments are subject to the approval of the Board. Administrative and non-material amendments may be approved by the Chief Executive Officer in consultation with the General Counsel.
The Audit Committee of the Company’s Board of Directors is responsible for overseeing the interpretation and enforcement of this Code. Only the Audit Committee (in the case of a violation by a Director or executive officer) and the General Counsel (in the case of a violation by any other person) may, in its sole discretion, waive provisions of this Code. All waivers of this Code for Directors and executive officers, or changes to this Code, must be publicly disclosed (to the extent required) in a manner that complies with the requirements of the SEC, the listing standards of the New York Stock Exchange and other applicable laws.
This Code is not an employment contract. By issuing this Code, the Company has not created any contractual rights.
The Company strongly encourages any Employee or Director, who has questions about this Code, to contact Tom T. Angelos, Vice-President, Internal Audit, or Casey M. Nault, Senior Vice President, General Counsel and Secretary at 312-489-5800.
All Employees and Directors are expected to comply with all policies and procedures adopted by the Company. Each Employee and Director is expected to verify the receipt, review, understanding of and compliance with this Code upon employment with the Company or election to the Board, as applicable, annually thereafter, and at the time of any published revision.
Effective July 25, 2016.