Nevsun Resources Ltd. (the 'Company') is committed to complying with all applicable requirements including those concerning corporate accounting practices, accounting controls and auditing practices ("Accounting Standards") and with its Code of Ethics, which requires the observation of high standards of business practices and ethics in the conduct of the business and operations of the Company, its subsidiaries and affiliates.
Pursuant to the Charter of the Audit Committee of the Board of Directors of the Company and applicable regulatory requirements, it is the policy of the Company to establish, maintain, and develop procedures for a confidential and anonymous complaint procedure to facilitate (1) the receipt, retention and treatment of questions and issues received by the Company regarding the Company's accounting, internal accounting controls, auditing matters and its Code of Ethics, and (2) the confidential, anonymous submission by directors, officers or employees of the Company and any other stakeholders, of questions and issues regarding questionable accounting or auditing matters or violations of the Company's Code of Ethics. To meet these needs, the Company's audit committee has developed this Whistleblower Policy.
Examples of matters that might form the basis for a report under this Whistleblower Policy include:
- questions and issues regarding the Company's compliance with Accounting Standards, including:
- financial disclosure regarding the Company or any of its subsidiaries;
- fraud or deliberate misstatement in the preparation, evaluation, review or audit of any financial statement of the Company;
- fraud or deliberate misstatement in the recording and maintaining of financial records of the Company;
- deficiencies in or non-compliance with the Company's internal policies and controls;
- misrepresentation or a false statement by or to a director, officer or employee of the company or any of its subsidiaries regarding a matter contained in the financial records or audit reports; or
- deviation from full and fair reporting of the Company's financial condition, or
- questions and issues regarding non-compliance with the Company's Code of Ethics including violation of any corporate policies, including without limitation health and safety, environmental, operational or ethical matters.
Communication of this Whistleblower Policy
To ensure that all directors, officers and employees of the Company are aware of this Whistleblower Policy, a copy of this Policy will be distributed to all directors, officers and employees of the Company. All directors, officers and employees will be informed whenever significant changes have been made to this Whistleblower Policy. All new directors, officers and employees will be provided with a copy of this Whistleblower Policy together with the Code of Ethics and advised of its importance. Any of our other stakeholders can refer to the Company website page for updated information on this policy.
Any person with a question or issue relating to Accounting Standards or compliance with the Code of Ethics by the Company or any of its subsidiaries may submit it in writing by one of the following methods:
- By telephone or email on a confidential and anonymous basis through Whistleblower Security, a hotline service contracted to handle any complaint on a confidential and anonymous basis which is unrelated to the Company and reports directly to the Chair of the Audit Committee by:
Call 1-866-921-6714 to talk to an experienced professional or leave a message
Email Message to:
This Whistleblower service will maintain the anonymity of the reporter on request. However, use of a non-identifiable or third party email address may also be used to maintain anonymity.
- In writing to the Chair of the Audit Committee of the board of directors as follows
Chair, Audit Committee
Nevsun Resources Ltd.
1750 - 1066 West Hastings Street
Vancouver, BC V6E 3X1
No Retaliation or Adverse Consequences
No director, officer or employee who in good faith (a) raises questions or issues regarding the Company's compliance with Accounting Standards, (b) reports a violation of the Code of Ethics, or (c) provides assistance to the Audit Committee, management of the Company or any other person or regulatory or law enforcement body regarding such a report shall suffer harassment, retaliation or adverse employment consequences. Any employee who retaliates against someone who has raised a question or issue in good faith is subject to discipline up to and including termination of employment. All other stakeholders who act in good faith shall also suffer no consequences for bringing about legitimate matters to the Audit Committee for consideration.
Acting in Good Faith
This Whistleblower Policy is intended to encourage and enable directors, officers, employees and all other stakeholders to raise serious concerns within the Corporation rather than seeking resolution outside the Corporation. Anyone filing a report must be acting in good faith and have reasonable grounds for filing a report. Any allegations that prove not to be substantiated and that have been made maliciously or knowingly to be false will be viewed as a serious offence.
Handling of Reported Violations
The Audit Committee of the board of directors shall address all reported questions and issues, including those regarding compliance with Accounting Standards and non-financial Code of Ethics violations. All reports will be promptly investigated and appropriate corrective action will be taken, if warranted, by the investigation. In some circumstances, a reputable advisor may be retained to assist the Audit Committee in its review and decision-making process.
Retention of Records
The Audit Committee shall retain records relating to any concern or report of a retaliatory act and to the investigation of any such report for a period judged to be appropriate based upon the merits of the submission. The types of records to be retained by the Audit Committee shall include records of all steps taken in connection with the investigation and the results of any such investigation.
Review of Policy
The Audit Committee will review and evaluate this Policy on an annual basis to determine whether the Policy is effective in providing appropriate procedures to report violations or complaints regarding Accounting Standards or the Code of Ethics. The Audit Committee will submit any recommended changes to the Board for approval.
Questions about how this Policy should be followed in a particular case can be reviewed with the Chair of the Audit Committee.
This Whistleblower Policy was revised and adopted by the Board of Directors on December 8, 2017.