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Anti-Bribery & Anti-Corruption Policy

  1. POLICY STATEMENT

    1. Dundee Precious Metals Inc. and its subsidiaries (collectively, the “Company”) is committed to conducting business transparently, honestly and with integrity. Therefore, it is important that the Company complies with and conducts its business in accordance with applicable anti-bribery and anti-corruption laws.
    2. The Company will abide by the Corruption of Foreign Public Officials Act (Canada) and laws countering bribery and corruption in all of the jurisdictions in which the Company operates or conducts its business. This includes, and is not confined to, those countries where the Company has offices.
    3. It is important to remember that even if the country in which an act of bribery takes place does not have anti-bribery laws which capture the relevant action, the Corruption of Foreign Public Officials Act (Canada) and the laws of another country in which the company operates or conducts its business may still apply. Although penalties may differ across the different jurisdictions in which the Company operates, bribery (or even the perception or an allegation of it):
    4. The Company is committed to:
    5. The purpose of this policy is to:
  2. TO WHOM DOES THIS POLICY APPLY?

    1. This policy applies to the directors, officers, employees (whether permanent, fixed-term or temporary), technical and other consultants, agents or any other person associated with or acting on behalf of the Company, wherever located (collectively referred to as “Representatives” in this policy).
  3. WHO IS RESPONSIBLE FOR THE POLICY?

    1. The Board of Directors is ultimately responsible for this policy and has delegated to the Corporate Governance and Nominating Committee responsibility for ensuring this policy complies with the Company’s legal and ethical obligations and for supervising the Compliance Officer on the administration of this policy.
    2. The Company shall appoint a Compliance Officer who is primarily responsible for implementing this policy and may establish a management Compliance Committee to assist and support the Compliance Officer.
    3. The Compliance Officer has responsibility for monitoring the use and effectiveness of this policy and dealing with any queries on its interpretation. The members of the management team at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it. The Compliance Officer may delegate administrative tasks to subordinates or other employees or officers, as may be necessary for the purposes of this policy.
  4. WHAT IS BRIBERY?

    1. Bribery is the most common form of corruption and can be broadly defined as the offering, promising, giving, accepting or soliciting of an advantage as an inducement or reward for an action which is illegal or a breach of trust.
    2. Although many people think of bribery as giving someone cash, it can take many other forms including non-cash gifts, lavish entertainment or hospitality or other reward or benefit.
    3. Bribery takes place if someone is given a gift, donation, loan, cash or non-cash incentive, benefit, or is taken out for particularly lavish hospitality and that in doing so the giver of such items has done so with the intention of inducing or rewarding someone to behave improperly or not to perform their function correctly or in good faith.
    4. It is important to remember that, in most cases, it will be irrelevant whether the bribe was accepted or not; merely offering the bribe will usually be sufficient for an offence to be committed.
    5. Bribery can be direct (e.g. you give a bribe to someone) or indirect (e.g. you get someone else to give a bribe to another person).
    6. Examples of risk scenarios which Representatives may possibly encounter and which could expose them to situations where bribery could take place are set out in Schedule “A” to this policy.
  5. WHAT IS NOT PERMITTED?

    1. Bribery and corruption can take many forms and it is important to understand what is expected in this regard
    2. It is not permitted for you (or someone acting on your behalf) to:
    3. Even if you (or someone acting on your behalf) is not directly involved in bribery, it is also not permitted for you (or someone acting on your behalf) to falsify the Company’s books and records for the purpose of bribery or of hiding bribery. Specifically, you cannot:
    4. In this policy, “Third Party” means any individual or organization you come into contact with during the course of your work for or with the Company, and includes actual and potential, customers, suppliers, distributors, business contacts, joint venture partners, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.
    5. In addition to the guidance on specific issues set out below, you may find it helpful to consider the following questions before you give or offer something in the course of acting on behalf of, or in association with, the Company. If the answer to any of these questions is “yes“ or “I don’t know” then what you are doing could be, or could be viewed as, a bribe and you should speak to the Compliance Officer:
  6. FACILITATION PAYMENTS AND KICKBACKS

    1. The Company does not make facilitation payments or “kickbacks” of any kind.
    2. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official (such as the issuance of permits, licenses, processing visas or work permits, provision of mail pick-up and delivery etc.). Kickbacks are typically payments made in return for a business favor or advantage and can include discounts or other types of cash incentives.
    3. All Representatives must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made by or on behalf of the Company.
    4. If asked to make a payment on the Company’s behalf, always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. Always obtain a receipt which details the reason for the payment and evidences that the payment went directly to the appropriate payee who provided the goods or services. Any suspicions, concerns or queries regarding a payment should be raised with the Compliance Officer.
  7. GIFTS AND ENTERTAINMENT

    1. The practice of giving business gifts and taking part in corporate entertainment or undertaking speaking engagements varies between countries, regions and industries. What may be normal and acceptable in one may not be in another.
    2. The test to be applied is whether in all the circumstances the gift or entertainment is reasonable and justifiable rather than lavish and extraordinary; bearing in mind that what may normally be viewed as small or insignificant in some countries can be of significant value in another. The intention behind the gift should always be considered and nothing should be specifically expected or demanded in return.
    3. The giving of gifts and corporate hospitality or entertainment is not prohibited, if the following requirements are met:
  8. CHARITABLE CONTRIBUTIONS AND SPONSORSHIPS

    1. Any charitable contributions or sponsorships made or offered on behalf of the Company must:
    2. The Company will conduct checks to ensure that the recipient of any charitable contribution or sponsorship is a legitimate and, in the case of a charity (if required under local laws) registered charity, and that the donations or sponsorship were expensed or accounted for in an appropriate manner. The recipient will be required to provide a receipt for the contribution, and confirmation of what the funds will be used for.
  9. POLITICAL DONATIONS

    1. The Company does not make any contributions to government officials or agents, politicians or political parties, except in accordance with laws and with the written authorization of the Chief Executive Officer.
    2. Representatives must not make or offer any political contributions or donations on behalf of the Company, except in accordance with laws and with the written authorization of the Chief Executive Officer.
    3. In undertaking any such unauthorized activity, all Representatives will be deemed to be acting in their personal capacity or that of their own corporate organization and not on behalf of the Company.
  10. YOUR RESPONSIBILITIES

    1. All Representatives must ensure that they have read, understood and comply with this policy.
    2. The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all Representatives. All Representatives are required to avoid any activity that might lead to, or suggest, a breach of this policy.
    3. You must notify the Compliance Officer as soon as possible if you believe or suspect that a breach of this policy has occurred, or may occur in the future. “Red flags” that may indicate bribery or corruption are set out in Schedule A hereto.
    4. Any employee of the Company who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct.
    5. The Company reserves its right to terminate contractual relationships with Representatives if they breach this policy.
  11. RECORD-KEEPING

    1. The Company must keep financial records and have appropriate internal controls in place which will evidence the business reason for any payments made to Third Parties.
    2. Representatives must ensure that all expense claims relating to entertainment, gifts or expenses incurred are submitted in accordance with the Company’s expense policy and specifically record the reason for the expenditure.
    3. All accounts, invoices, and other similar documents and records relating to dealings with Third Parties should be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off-book” to facilitate or conceal improper payments.
  12. HOW TO RAISE A CONCERN

    All Representatives are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries, these should be raised with the Compliance Officer.

  13. WHAT TO DO IF YOU ARE A VICTIM OF BRIBERY OR CORRUPTION

    It is important that you advise the Compliance Officer as soon as possible if you or another Representative are offered a bribe by a Third Party, are asked to make one, suspect that this may happen in the future, or believe that you or another Representative are a victim of another form of unlawful activity when acting on behalf of, or in association with, the Company.

  14. PROTECTION

    1. Representatives who refuse to accept or offer a bribe, or those who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. The Company encourages openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.
    2. The Company is committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place, or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavorable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform the Compliance Officer immediately. If the matter is not remedied, and you are an employee, you should raise it formally with the Chief Executive Officer. Alternatively, concerns may also be raised through the Company’s confidential ethics reporting processes outlined in its Code of Business Conduct and Ethics and its Whistleblower Policy.
  15. TRAINING, COMMUNICATION, ENGAGEMENT OF THIRD PARTIES AND DUE DILIGENCE

    1. Training on this policy forms part of the induction process for all new employees. All existing employees will receive regular, relevant training on how to implement and adhere to this policy.
    2. The Company’s robust approach to bribery and corruption must be communicated to all Third Parties at the outset of the Company’s business relationship with them and as appropriate thereafter. The Company will have a program for conducting due diligence in respect of such Third Parties (e.g. inquiring on the reputation of such third parties and whether such Third Parties have their own statement of business principles, code of conduct and/or antibribery or anti-corruption policy). No Third Parties who will be dealing with government officials on behalf of the Company should be authorized to do so without first agreeing, in writing, to abide by all anti-bribery and anti-corruption laws and to abide by the requirements of this policy.
  16. MONITORING AND REVIEW

    1. The Compliance Officer will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption.
    2. The Compliance Officer will report regularly on compliance with this policy to the Corporate Governance and Nominating Committee.
    3. All Representatives are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing.
    4. Representatives are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the Compliance Officer.
    5. This policy will be reviewed periodically by the Company and may be amended at any time. Employees, officers and directors will be fully informed of any material revisions to this policy.

SCHEDULE“A”

Potential Risk Scenarios: “Red Flags”

  1. The following is a list of possible red flags that may arise during the course of any representative working for, on behalf of or in association with the Company, and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only. If you encounter any of these red flags while working for, on behalf of or in association with the Company, you must promptly report them to the Compliance Officer or, alternatively, via the Company’s confidential ethics reporting processes outlined in its Code of Business Conduct and Ethics and its Whistleblower Policy:
    1. you become aware that a Third Party engages in, or has been accused of engaging in, improper business practices;
    2. you learn that a Third Party has a reputation for paying bribes, or requiring that bribes are paid to them;
    3. a Third Party:
    4. you learn that a colleague has been taking out a particular government official for very expensive and frequent meals;
    5. you receive an invoice from a Third Party that appears to be non-standard or customized;
    6. you notice that the Company has been invoiced for a commission or fee payment that appears large given the service stated to have been provided; or
    7. a Third Party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to the Company.

Stock Quote: TSE

Price 2.55

Change +0.03

Volume 41,600

% Change +1.19%

Intraday High 2.56

52 Week High 3.70

Intraday Low 2.47

52 Week Low 1.87

Today's Open 2.47

Previous Close 2.52

09/26/2017 12:12 PM ET Pricing delayed 20 minutes
: 1,300.55 ?-10.75

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