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I. Prohibited Payments
Unlawful Use of Funds or Assets The use of Century funds or assets for any unlawful
purpose is strictly prohibited. Century’s policy is to
comply with all applicable laws and regulations. When
laws and regulations are ambiguous or difficult to
interpret, Employees must seek advice in order to assure
compliance. Payments to Government Officials or Employees Payments of corporate, subsidiary or personal funds or
anything else of value may not be made to a government
official, government employee, political party or
political candidate in order to obtain or retain
business for Century, or to direct business to any other
person. Indirect payments of this kind through a third
person, such as a sales representative, distributor or
consultant, must not be authorized. There is no country
in which Century does business that officially sanctions
bribery of government or political officials, and it is
Century’s policy not to engage in such violations of
foreign law even if local business practices seem to
ignore the law. The Act also prohibits any payment to a
third party if Century or its Employee knows or is
substantially certain that all or any portion of the
payment will be used for any such payment to a foreign
government official or government employee, or political
party or political candidate. Commercial Bribery In addition to Century’s prohibition on payments to
government officials, bribes, kickbacks, and like
payments or gratuities to persons who are not government
officials or government employees to obtain or retain
business, or direct it to any other person, are also
prohibited, whether made directly or through an
intermediary. Proper Accounting All Company records must accurately reflect and properly
describe the transaction they record. At no time should
an invoice or other purchase or sales document be
falsified. All assets, liabilities, revenues, and
expenses of the Company shall be recorded in the regular
books of the Company. Responsibility for Enforcement Managers shall be responsible for the enforcement of and
compliance with this Policy, including distribution to
ensure Employee knowledge and compliance.
Questions Any Employee who has any question regarding this policy
or its application should discuss the matter with his or
her manager. Reporting Violations Any Employee who has knowledge of a violation shall
immediately report it directly to the Employee’s manager
or to a Century senior manager. II. Disclosure of Corporate Information and Insider
Trading Purpose The Guidelines in this section are intended to provide
an outline of the legal obligations of Century and its
Employees with respect to the disclosure of “material”
corporate information, and with respect to “Insider”
trading in Century securities by employees and their
associates. It is the policy of Century that it and its
Employees will comply with such legal obligations.
Insider Disclosure and Trading The standards which have been applied on “insider”
disclosure and trading are:
“Insider” defined An “Insider” includes not only directors and officers,
but also anyone who possesses material information on a
corporation’s affairs that have not been disclosed to
the public. “Century Securities” defined As used in these Guidelines, the term “Century
Securities” includes not only its common shares,
debentures, notes but also includes installment receipts
and options, puts, and calls relating to those shares
and any other derivative security. “Materiality” defined Information which can reasonably be expected to affect
the market value of a corporation’s securities or to
influence investor decisions respecting securities
transactions is generally considered “material”.
Examples of specific events which may involve material
inside information would include annual and quarterly
earnings reports, dividend announcements, acquisitions,
divestitures, mergers, tender offers, stock splits and
major management changes. News of major contract awards,
expansion plans and discoveries (including mineral
discoveries) may fall into the same category.
Insiders Must Abstain from Trading Until Disclosure Anyone in possession of material information that has
not been disclosed to the public must abstain from
trading in or recommending purchase or sale of Century’s
Securities until such inside information has reached the
investment community through properly authorized
corporate procedures. This restriction also applies to
trading in securities of any other company obtained in
connection with a person’s employment with Century.
Liability for Trading If insiders trade in Century Securities while material
information remains undisclosed, they are subject to
liability to buyers or sellers of such securities. Under
the applicable legislation the regulatory authorities
may also seek a civil liability of up to two times the
profit gained or loss avoided, and other civil and
criminal liability may ensue. In the case of officers or
directors of Century, even if they do not themselves
possess inside information, they should, before
effecting a purchase or sale of Company securities, ask
Century’s management whether there are any important
developments pending and, if so, refrain from trading if
they are not disclosed. Liability for Tipping Insiders who give material information to another who
then trades while such information remains undisclosed
may be subject to liability for the profits derived by
the “tippee” from the transaction. Acceptance of Stock Options Without Disclosure Insiders who accept the grant of a new stock option or
any other right to purchase or receive stock of Century
without disclosing any material information they possess
to the Board of Directors may be required to surrender
such options and/or rights. However, the exercise of a
previously granted stock option or stock right under
such circumstances is permissible because the price
and/or number of shares was previously determined.
Trading Window In addition to the prohibitions imposed by law,
Employees that are Insiders of Century are prohibited by
Company policy from trading in Century Securities except
during the period (or “Trading Window”) that “opens” on
the third “(3rd) trading day following the release of
quarterly or year-end financial results and “closes” at
the end of the last trading day of the fiscal quarter.
This window also closes upon the occurrence or likely
occurrence of a material event and opens again two (2)
trading days following any major announcement in a press
release. Trading outside the Trading Window is strictly
prohibited in all but the most exceptional
circumstances. An insider will be allowed to trade
outside the Trading Window only with the written
permission of the Chief Financial Officer, or in his or
her absence, the President. Such permission may be
granted to an insider if all the following conditions
are met:
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the Insider faces a personal financial emergency and
cannot wait for the next Trading Window;
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the market expectations of the unreleased results are
realistic; and
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there is no material undisclosed fact or change about
Century, known or unknown to the Insider.
Century’s fiscal quarters end on March 31, June 30,
September 30 and December 31. Quarterly results are
typically released on or about the 75th business day of
the end of the quarter. Annual results are typically
released on or about April 25. The specific dates for
each Trading Window are available from Chief Financial
Officer of Century. It is each Insider’s responsibility
to know of and follow Trading Window restrictions.
Canadian Guidelines for Insider Reporting and Trading Directors and senior officers of Century and its
subsidiaries should consult the Trading of Century
Mining Corporation Securities by Insiders Policy
(1-9-04) with respect to their Canadian obligations. A
copy is available from the Investor Relations
Department. Century’s Disclosure Obligations:
Accuracy and Completeness of News Releases Century, if it issues misleading statements, or
statements that are so incomplete as to mislead, may be
liable to investors who buy or sell in reliance on such
information (or lack of it) for their losses. Any new
release should be accurate, and there should be no
material omissions. A summary of the specific facts on a
matter should be given, and ambiguous general statements
should be avoided. Projections of financial data should
be soundly based, appropriately qualified, conservative,
and factual. Timing and Manner of Release of Information Century’s policy is to release publicly important
corporate data at the earliest appropriate time
consistent with its best interests in maintaining the
confidentiality of certain information before final
decisions are made, and avoiding endangering Century’s
goals or providing information helpful to a competitor. Where it is possible to confine formal or informal
discussions of important developments to a small group
of the management of Century and its confidential
advisors (e.g. business appraisers, investment bankers,
engineering and investor relations consultants, bankers,
accountants, lawyers) where adequate security can be
maintained, premature public announcement of
confidential information may properly be avoided. At the
point where adequate security cannot be maintained,
because of disclosure to outsiders, for example, or
where a final decision has been made and a valid
corporate purpose for keeping the information
confidential has passed, information normally should be
given to the wire services and media for immediate
release to the public. Any public rumors of a
significant development or occurrence should promptly be
brought to the attention of management since the
existence of such rumors, whether true or false, may
require affirmative action by Century. Any release of
information that could reasonably be expected to have an
impact on the market for Century Securities may be
released only through the Vice President of Investor
Relations or the Chief Executive Officer.
Maintenance of Confidentiality Except for disclosures that have been properly
authorized, it is the responsibility of all Employees to
maintain the confidentiality of information about
Century. Employees should refer all outside inquiries
regarding Century, whether from the media, a
governmental agency or otherwise, to Century’s Vice
President of Investor Relations or CEO.
III. Conflict of Interest Century respects the privacy of every Employee in the
conduct of his or her personal affairs. However, it is
the policy of Century that except where approval is
required and has been given, no Employee shall engage in
any of the following on-or off-the-job actual or
potential conflicts with Century.
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Unless given express prior written approval:
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Employees shall not conduct Century business for
personal benefit or with relatives (anyone related by
blood or marriage), or unfairly use or dispose of
Company assets;
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Employees shall not be employed by or serve as a
consultant to any other firm or person (including
self-employment) if such firm or person is a competitor
or a supplier of Century (or actively planning to become
one);
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Neither an Employee nor any member of his or her
immediate family shall hold a significant financial
interest in any business known to be (or known by the
Employee to be actively planning to become) a
competitor, supplier, or supplier to a Century supplier.
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Employees shall not:
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Run a personal business on Company time or with
Company assets; or
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Be employed by or serve as a consultant to any other
firm or person (including self employment) or engage in
any other activity, if such activity affects job
performance or encroaches on time or attention that
should be devoted to Century’s affairs.
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Neither an Employee nor any member of his or her
immediate family shall accept membership on the Board of
Directors of any competitor or supplier of material or
services to Century or serve as a consultant or adviser
to any such Board of Directors or to the management of
such firm or person, unless such activity, relationship
or interest has been disclosed by the Employee in
writing to the Employee’s department head and written
approval has been obtained. Any Employee who has been
refused approval of any activity, relationship or
interest may obtain review of the matter upon request.
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No Employee shall (a) borrow money from, or accept
gifts, preferential treatment or favors that place the
Employee or a member of his or her immediate family
under a stated or implied obligation to a competitor or
supplier of Century, (b) acquire an interest in a firm
with which Century, to the Employee’s knowledge, is
negotiating or contemplating negotiations for a merger,
acquisition or joint venture, or (c) disclose or use for
personal advantage confidential information gained by
reason of employment by Century.
If there is any doubt as to the application of this
conflict of interest policy to a specific activity,
relationship, interest or transaction, either actual or
proposed, an Employee should bring the matter to the
attention of his or her department head for
clarification. Sensitive or difficult questions may,
after consultation with senior management, be referred
by the department head to Century’s outside counsel. All
such questions will be handled promptly and in
confidence. IV. Environmental Laws Century’s basic policy is expressed in its Code of
Ethics. Century will continue to identify and comply
with all national and local laws that affect its
operations. It will also participate as appropriate in
the various relevant ongoing dialogues relating to
health and environment. Century will develop and keep
current an environmental policy and management system
appropriate for its assets. V. Government Investigations Government investigations of corporations are often
pursued by direct contact with Employees, both at and
away from work. Century will cooperate with government
investigations, but it is important – and it is
Century’s basic right in most countries – to determine
how it will respond to any particular inquiry. If an
Employee is contacted by a law enforcement official or
investigator about a Century matter, four basic subjects
should be kept in mind: Coordinate with Century Most individual Employees are not authorized to act as
spokespersons for Century in legal matters or
investigations. Instead, Employees should refer the
investigator to a member of management and promptly
contact both their supervisor or other responsible
manager to report the nature and circumstances of the
inquiry. Discussions with Investigators In the United States, Canada, and many other countries,
government investigators are not entitled to insist that
an Employee speak with them, or threaten the Employee if
he or she refuses. Except in circumstances in which
specific Century policy has been established authorizing
such contact. Century requires that Employees contact a
member of management before speaking with a government
investigator. Private investigators are never authorized
to require an Employee to speak to them, and Employees
are not authorized to do so about Century business
without prior authorization. Regardless of the interview
circumstances, however, Employees should remember that
(1) if they speak with an investigator they should speak
truthfully and may be prosecuted for false statement,
and (2) they are not authorized by Century to reveal
confidential, privileged or proprietary Century
information, files or documents without Century’s
specific consent. Verify the Investigator’s Authority Law enforcement officials and non-government people –
such as journalists, special interest groups and private
investigators – may from time to time have an interest
in questioning Employees, sometimes with an aggressive
style or under surprise or emergency circumstances.
Employees are entitled to a clear statement of evidence
(such as agency badge or I.D. card) of an investigator’s
law enforcement status. Employees should ask for a clear
statement of the nature, subject matter and purpose of
the inquiry. Century Documents All Century files and documents of any kind (including
computer files and documents) that Employees have at
home or work or elsewhere are the property of Century.
Under circumstances of an investigation, Employees
should take care to preserve any Century files or
document in their custody. Specific advance
authorization from a supervisor is required before
turning over any files or documents to an investigator.
One exception is that an Employee need not resist a
search warrant or other similar order, and should not
interfere with any law enforcement officer who has one.
Any such search should be reported immediately to senior
management. |