RANDGOLD RESOURCES LIMITED. Gift and Hospitality Policy

Transcription

1 Date Approved by the Board: 2 November 2015 Date Approved by the Board: 3 May 2016 Date Approved by the Board s Special Committee: 26 May 2016 Date Approved by the Board: 30 October 2017 RANDGOLD RESOURCES LIMITED Gift and Hospitality Policy 1. Purpose 1.1 Randgold Resources Limited, its subsidiaries, affiliate companies and business units (together the Group ) are committed to adhering to the highest standards of ethical behaviour in the conduct of its worldwide business. To ensure that the Group complies with anti-corruption and anti-bribery laws applicable to its worldwide operations, it has developed this Policy. 1.2 This Policy is to be read in conjunction with the Group s other corporate governance and business integrity policies including but not limited to the Group s Code of Conduct, and Anti- Corruption Compliance Policy. 1.3 The purpose of this Policy is to ensure that the Group operates according to the highest standards of integrity and ethics, and complies with all applicable anti-corruption and antibribery laws, rules and regulations in the jurisdictions where Randgold Resources Limited s securities are publically listed and in which the Group conducts its business. 1.4 This Policy is not intended to cover every legal or ethical question that may arise, rather this Policy s aim is to provide guidance to directors, officers and employees of the Group when dealing with Government Officials and Stakeholders (as defined in paragraph 2 (Definitions)). 1.5 If there is any doubt as to the applicability of this Policy please contact the General Counsel: Martin Welsh General Counsel Randgold Resources Limited martin.welsh@randgold.com Tel: Mobile: Definitions For the purposes of this Policy references to: Chairman, Chief Executive Officer, Chief Financial Officer, General Counsel and Senior Independent Director means those positions of the Group. Government Official includes any official, representative, employee or person acting in an official capacity on behalf of a government (or quasi-government) entity such as a national, regional or provincial government, government agency or company that is partially or wholly owned or controlled or influenced by a government or governmental agency. 1

2 Group has the meaning given to it in paragraph 1.1. Policy means this Gift and Hospitality Policy. Stakeholder means each supplier, advisor, contractor, consultant, agent, shareholder of the Group and any of the Group s other investors and stakeholders. 3. Policy Statements 3.1 Gifts, meals, hospitality and other entertainment can be acceptable in business relationships as long as they are reasonable and proportionate and in accordance with this Policy. 3.2 Every director, officer and employee of the Group must protect the Group s reputation by dealing fairly and transparently with its (and its potential) Stakeholders and with Government Officials. 3.3 The Group will not give or receive gifts or hospitality for the purpose of obtaining an inappropriate advantage or benefit with a Government Official or with a Stakeholder. 3.4 The Group values its reputation for ethical behaviour, integrity and financial probity. The Group recognises that any direct or indirect involvement in inappropriate behaviour will reflect adversely its image among its Stakeholders and the communities where it operates. The Group will not tolerate any form of bribery or corruption whatsoever. The Group does not engage in any form of unethical behavior, such as an inducement or payment, and it is the responsibility of each director, officer and employee of the Group to prevent, detect and report any form of bribery or corruption. 3.5 The Group will not authorise, involve itself in, or tolerate any activity which does not comply with this Policy and with all anti-bribery and anti-corruption laws applicable to its worldwide business operations. 3.6 In this Policy where discretion is granted to the Chief Executive Officer, Chief Financial Officer and/or General Counsel, any decision made will be in accordance with the Policy Statements in this paragraph 3 and the written laws and regulations of all relevant jurisdictions. 4. Government Official: Gifts, Meals, Hospitality and Other Entertainment Provided to or Received from a Government Official 4.1 In certain circumstances, meals, certain gifts and hospitality or other entertainment provided to or received from a Government Official, either directly or indirectly, are permissible. 4.2 Small items provided to or received by a Government Official such as Group literature, baseball caps, T-shirts, pens, confectionery, calendars, plaques, diaries, certificates, trophies, umbrellas and such like (including small items branded with the Group s logo or other Group promotional items) that have no intrinsic value are not considered to be gifts under this Policy and are therefore permissible. 4.3 Meals (as part of working meetings with Governments), and meals and accommodation provided to a Government Official at the Group s operations, and transport to and from the Group s operations, are permissible under this Policy. 4.4 Any other gifts, meals, hospitality or other entertainment provided to or received from a Government Official, either directly or indirectly, are only permissible provided that the gift and/or expenditure: is not and is not anticipated to be, lavish, extravagant or frequent; is in accordance with the Policy Statements in paragraph 3 (Policy Statements); 2

3 (f) (g) is directly related to the promotion, demonstration, or explanation of the Group s business, or the execution or performance of a contract or a Convention d Etablissement (or other form of stability arrangement); is permissible under the written laws and regulations of the jurisdiction in which the Government Official is a citizen or resident; is not intended to influence, directly or indirectly, the director, officer, or employee of the Group company or the Government Official or recipient; is customary and proper under the circumstances, gives no appearance of impropriety, and is consistent with the Group s business ethics; and is either: (i) (ii) tabled and considered at the Group s executive committee meeting as evidenced in the minutes of that meeting so long as either the Chief Executive Officer or Chief Financial Officer were present during the meeting and consented to the matter requiring approval, and the General Counsel: (1) was also present at the meeting; or (2) reviewed the minutes of the meeting as entered into the Group s records; or approved in writing (which includes ) by the Chief Executive Officer or the Chief Financial Officer, and reviewed by the General Counsel. 4.5 On each occasion where a meal, meeting or other hospitality is arranged with a Government Official, at least two Randgold Resources Limited employees are required to be present throughout the duration of the meeting, meal or other hospitality, unless otherwise approved in writing (which includes ) by (either the Chief Executive Officer or the Chief Financial Officer, and reviewed by the General Counsel. 4.6 Cash or a cash equivalent item, provided to a Government Official; or received from a Government Official, in each case by an employee of a Group company (or by a director, officer or employee of a Group company (other than a director or officer of Randgold Resources Limited)) either directly or indirectly is not permissible other than those received from a Government Official in connection with Nos Vies en Partage or another legitimate charitable cause. 4.7 Unless otherwise set out in this paragraph 4, the General Counsel must be informed in writing (which includes ) as soon as practicable of any gifts, meals, hospitality or other entertainment which is provided to or received from a Government Official. 5. Stakeholder: Gifts, Meals, Hospitality and Other Entertainment Provided to, or Received from, a Stakeholder by a Director, Officer or Employee of a Group Company (Other than a Director or Officer of Randgold Resources Limited) 5.1 In certain circumstances, meals, certain gifts and hospitality or other entertainment provided to or received from a Stakeholder, by a director, officer or employee of a Group company (other than a director or officer of Randgold Resources Limited), either directly or indirectly, are permissible. 5.2 Small items provided to or received by a director, officer or employee of a Group company (other than a director or officer of Randgold Resources Limited) such as Group literature, baseball caps, T-shirts, pens, confectionery, calendars, plaques, diaries, certificates, trophies, umbrellas and such like (including small items branded with the Group s logo or other Group promotional items) that have no intrinsic value are not considered to be gifts under this Policy, and therefore, 3

4 are permissible and are not required to be reported to the General Counsel pursuant to paragraph Meals and accommodation provided to a Stakeholder at the Group s operations and transport to and from the Group s operations, are permissible under this Policy and are not required to be reported to the General Counsel pursuant to paragraph Any other gifts, meals, hospitality or other entertainment provided to or received from a Stakeholder, either directly or indirectly, are only permissible provided that the gift and/or expenditure: (f) (g) is not and is not anticipated to be, lavish, extravagant or frequent; is in accordance with the Policy Statements in paragraph 3 (Policy Statements); is directly related to the promotion, demonstration, or explanation of the Group s business, or the execution or performance of a contract; is permissible under the written laws and regulations of the jurisdiction in which the recipient is a citizen or resident; is not intended to influence, directly or indirectly, the director, officer, or employee of the Group company or the Stakeholder or recipient; is customary and proper under the circumstances, gives no appearance of impropriety, and is consistent with the Group s business ethics; and is either: (i) (ii) tabled and considered at the Group s executive committee meeting as evidenced in the minutes of that meeting so long as either the Chief Executive Officer or the Chief Financial Officer were present during the meeting and consented to the matter requiring approval, and the General Counsel (1) was also present at the meeting or (2) reviewed the minutes as entered into the Group s records; or approved in writing (which includes ) by the Chief Executive Officer or the Chief Financial Officer, and reviewed by the General Counsel. 5.5 Unless otherwise set out in this paragraph 5, the General Counsel must be informed in writing as soon as practicable of any gifts, meals, hospitality or other entertainment which is provided to or received from a Stakeholder. 5.6 Cash or a cash equivalent item, provided to a Stakeholder; or received from a Stakeholder, in each case by a director, officer or employee of a Group company (other than a director or officer of Randgold Resources Limited), either directly or indirectly is not permissible other than received from a Stakeholder in connection with Nos Vies en Partage or another legitimate, charitable cause. 6. Stakeholder: Gifts, Meals, Hospitality and Other Entertainment Provided to or Received from a Stakeholder by a Director or Officer of Randgold Resources Limited 6.1 In certain circumstances, meals, certain gifts and hospitality or other entertainment provided to or received from a Stakeholder, by a director or officer of Randgold Resources Limited either directly or indirectly, are permissible. 4

5 6.2 Small items provided to or received by a director or officer of Randgold Resources Limited such as corporate literature, baseball caps, T-shirts, pens, confectionery, calendars, plaques, diaries, certificates, trophies, umbrellas and such like (including small items branded with a corporate logo or other corporate promotional items) that have no intrinsic value are not considered to be gifts under this Policy, and therefore, are permissible and are not required to be reported to the General Counsel pursuant to paragraph Meals and accommodation provided to a Stakeholder at the Group s operations and transport to and from the Group s operations, are permissible under this Policy and are not required to be reported to the General Counsel pursuant to paragraph Any other gifts, meals, hospitality or other entertainment provided to or received from a Stakeholder, either directly or indirectly, are only permissible provided that the gift and/or expenditure: (f) is not and is not anticipated to be, lavish, extravagant or frequent; is in accordance with the Policy Statements in paragraph 3 (Policy Statements); is directly related to the promotion, demonstration, or explanation of the Group s business, or the execution or performance of a contract; is permissible under the written laws and regulations of the jurisdiction in which the recipient is a citizen or resident; is not intended to influence, directly or indirectly, the director, officer, or employee of the Randgold Resources Limited, Stakeholder or other recipient; and is customary and proper under the circumstances, is in the ordinary course of business, gives no appearance of impropriety, and is consistent with the Group s business ethics. 6.5 Where a director or officer of Randgold Resources Limited receives or anticipates receiving, other than in the ordinary course of business, a gift, meal, hospitality or other entertainment then in the case of: a director or officer of Randgold Resources Limited (other than the Chief Executive Officer or a non-executive Director) that director and officer must obtain written approval (which includes ) from the Chief Executive Officer prior to accepting any gift, meal, hospitality or other entertainment. If prior written consent is not possible the Chief Executive Officer must be informed as soon as practicable thereafter; the Chief Executive Officer or a non-executive Director must obtain written approval (which includes ) from the Chairman prior to accepting any gift, meal, hospitality or other entertainment. If prior written consent is not possible the Chairman must be informed as soon as practicable thereafter; and the Chairman must obtain written approval (which includes ) from the Senior Independent Director prior to accepting any gift, meal, hospitality or other entertainment. If prior written consent is not possible the Senior Independent Director must be informed as soon as practicable thereafter. 6.6 Unless otherwise set out in this paragraph 6, the General Counsel must be informed in writing (which includes ) as soon as practicable of any gifts, meals, hospitality or other entertainment received, other than in the ordinary course of business, and those not reportable under paragraphs 6.2 and Cash or a cash equivalent item, provided to a Government Official or a Stakeholder; or 5

6 received from a Government Official or Stakeholder, in each case by a director or officer of Randgold Resources Limited either directly or indirectly is not permissible other than received from a Government Official or Stakeholder in connection with Nos Vies en Partage or another legitimate charitable cause. 7. Travel, Accommodation and Transportation 7.1 Without prejudice to paragraphs 4.3, 5.3 and 6.3, in certain limited circumstances, the provision of travel, accommodation, and/or local transportation (e.g., taxis, rental cars, chauffeured vehicles) to, or for the benefit of, a Government Official or Stakeholder will be permissible provided that the expenditure: is reasonable in amount and not frequent; is directly related to the promotion, demonstration, or explanation of the Group s business or the execution or performance of a contract or Convention d Etablissement (or other form of stability arrangement); is permissible under the written laws and regulations of the country in which the relevant Government Official or Stakeholder is a citizen or resident; is not intended to influence, directly or indirectly, the Government Official or Stakeholder; and is customary and proper under the circumstances, gives no appearance of impropriety, and is consistent with the Group s business ethics. In determining whether the Group s payment of travel, accommodation or transportation is reasonable in amount, the following should be considered: (i) Travel: The Group will seek commercial airfares that are the least expensive with the minimum amount of overnight stops. The location and duration of the event should determine the destination airport and duration of the trip. Business class is only permissible on international trips in accordance with the Group Travel Policy and with the prior written approval (which includes ) from either the Chief Executive Officer or the Chief Financial Officer and reviewed by the General Counsel. (ii) Accommodation: The Group will seek commercial hotel rates. The location and duration of the event should determine the location of the hotel and the maximum length of stay. (iii) (iv) (v) Transportation: The Group will pay for or reimburse reasonable rental car, taxi, or chauffeured vehicle expenses for a Government Official or Stakeholder. The Group will only make chartered aircraft available to transport a Government Official or Stakeholder to and from the Group s operations. Any chartered aircraft made available shall be in accordance with the Group s usual practice for use of such aircraft to and from its operations. Nothing in this Policy shall affect the Group from chartering aircraft in the case of emergency. Additional Trips: The Group will not pay for or reimburse a Government Official or Stakeholder for any side trips, such as visits to tourist locations. Additional Expenses: Any additional expenses, such as any gift, meal, hospitality or other entertainment, provided in conjunction with travel must comply with this Policy. 7.2 Any payment of travel, accommodation or transportation for a Government Official or Stakeholder requires the prior written approval (which includes ) from either the Chief Executive Officer or the Chief Financial Officer, and reviewed by the General Counsel, and all such bookings must be made and paid for by the Group. 6

7 7.3 The Group will not pay a Government Official or Stakeholder in relation to any travel, accommodation or transportation costs for a relative or guest unless: such costs are directly related to the promotion, demonstration, or explanation of the Group s business or the execution or performance of a contract or Convention d'etablissement (or other form of stability arrangement); it is customary and proper for the relative or guest to accompany the Government Official or Stakeholder on business travel in an official capacity in the country in which the Government Official or Stakeholder is a citizen or resident; and it is permissible under the written laws and regulations of the country in which the Government Official or Stakeholder is a citizen or resident. Any such payment requires the prior written approval (which includes ) from the Chief Executive Officer or the Chief Financial Officer and reviewed by the General Counsel, and the bookings must be made and paid for by the Group. 7.4 Additionally, the Group will not provide per diem fees, make payments or reimburse expenses to a Government Official or Stakeholder unless this is: for a director s attendance fee in respect of a board meeting of a Group company as contemplated by that Group company s constitutional documents or otherwise in accordance with the written laws and regulations of the country in which the director is a citizen or resident; in the ordinary course of business as part of the usual operational requirements of the Group company and permissible or otherwise contemplated under the written laws and regulations of the country in which the recipient of the per diem fee is a citizen or resident; approved in advance in writing (which includes ) by either the Chief Executive Officer or the Chief Financial Officer, and reviewed by the General Counsel, and permissible under the written laws and regulations of the country in which the Government Official or Stakeholder is a citizen or resident; or otherwise agreed and required to be made under the terms of a written contract entered into between the relevant government, government agency or state-owned company and a Group company, and such contract was previously reviewed and approved by the General Counsel. 8. Charitable Donations Other than with respect to the Group s social and environmental programmes, fund raising activities undertaken by Nos Vies en Partage (or any other legitimate charitable cause) and donations made in a private capacity, charitable donations made on behalf of or at the request of a director, officer or employee of a Group company must be approved in advance in writing by either the Chief Executive Officer or the Chief Financial Officer, and reviewed by the General Counsel. 9. Government Relations 9.1 All directors, officers and employees and other representatives of the Group will conduct themselves with the utmost integrity and highest ethical standards when dealing with a Government Official. 9.2 Each director, officer and employee of the Group will conduct its dealings with a Government Official in accordance with local and national laws and will limit gifts, meals, hospitality or other entertainment of a Government Official or other government representative so that they do not breach this Policy or local and national laws, or compromise (or appear to compromise) a Group company. 7

8 10. Political Involvement 10.1 The Group will not, directly or indirectly, participate in party politics nor sponsor or make payments to political parties or individuals in any country Each director, officer or employee of the Group acting in his own private capacity may engage in legitimate political activities and make personal contributions to the extent permitted by law so long as it is made clear the director, officer or employee in undertaking the activities is not representing the Group. A director, officer or employee of the Group is prohibited from making contributions to any political officials or political causes if those contributions are intended to influence (in any way) the receiver of the political contribution or are held out to be made on behalf of the Group. 11. Mining Conferences and Business Events 11.1 From time to time, the Group may sponsor or invite a Government Official to attend: a mining conference organised by a third party; or a business event organised by a Group company or on behalf of a Group company, for: (i) (ii) the purpose of promoting, demonstrating, or explaining the Group s business or the execution or performance of a contract or Convention d Etablissement (or other form of stability arrangement) involving a Group company; or promoting the mining industry in the home country of the Government Official by affording the Government Official an opportunity for substantial interaction with investors, who invest or are considering investing in the mining industry of the home country of the Government Official Any such sponsorship or invitation is to occur only where the sponsorship or invitation is not intended to influence, directly or indirectly, the Government Official and gives no actual or implied appearance of impropriety, and requires the prior written approval (which includes ) from either the Chief Executive Officer or the Chief Financial Officer, and reviewed by the General Counsel Where such sponsorship or invitation is made, the Group may pay travel (other than air travel), accommodation and/or transportation expenses properly incurred for the Government Official in accordance with paragraph Other Entertainment Other entertainment, such as plays, concerts, sporting events, boat cruises, or other cultural events can create the appearance of impropriety. Such entertainment of a Government Official or Stakeholder is not permitted without the prior written approval (which includes ) from either the Chief Executive Officer or the Chief Financial Officer, and reviewed by the General Counsel. 13. Personal Lending and Borrowing 13.1 The Group may not extend credit or other financial assistance to a Government Official. Credit or other financial assistance may be made available, to the Group s employees, or to its Stakeholders in accordance with applicable law and requires the prior written approval (which includes ) from either the Chief Executive Officer or the Chief Financial Officer., and reviewed by the General Counsel. Any such lending must be reported to the General Counsel Randgold Resources Limited may not extend credit or other financial assistance to its directors. 8

9 14. Gift and Hospitality Register 14.1 The General Counsel will maintain and have responsibility for a gift and hospitality register for the purpose of this Policy which shall be made available to the Governance & Nomination Committee of Randgold Resources Limited The internal auditor of Randgold Resources Limited shall receive a copy of the register, for auditing purposes, at such times when required and in any event on a quarterly basis. By order of the Board of Directors of RANDGOLD RESOURCES LIMITED 9