Board of Directors
Lucara's Board of directors is primarily responsible for supervising the management of Lucara's business and affairs. Its authority is determined by the provisions of the British Columbia Business Corporations Act and by Lucara's Articles. The Board regularly reviews its guidelines and policies and, not less than annually, considers how its corporate governance practices align with guidelines established by the Canadian regulatory authorities having authority, including the Toronto Stock Exchange.
The Board meets as required to conduct its business, which includes the approval of the quarterly and annual audited consolidated financial statements. The Board has established position descriptions for the CEO, Chair of the Board, Lead Director and Committee Chairs.
Marie Inkster, Brian Edgar and Catherine McLeod-Seltzer
Corporate Governance and Nominating Committee:.
Brian Edgar, Paul Conibear and Catherine McLeod-Seltzer
Paul Conibear, Richard Clark and Brian Edgar
Health, Safety, Environmental and Community Relations Committee:
Eira Thomas, Richard Clark and Catherine McLeod-Seltzer
The Audit Committee consists of three Board members, each of whom is independent and financially literate. The audit committee reviews and reports to the Board on the integrity of the consolidated financial statements of the Company. The Audit Committee has oversight responsibility for internal controls, accounting and auditing activities.
Corporate Governance and Nominating Committee
This Committee is comprised of three independent Board members and assists the Board in identifying qualified individuals for Board membership, develops and implements corporate governance guidelines, and reports annually to the Lucara shareholders on its system of corporate governance.
Safety, Health, Environmental and Community Relations Committee
This Committee is comprised of three Board members, a majority of whom are non-executive Board members. This Committee assists the Board in its oversight of health, safety, environment and community risks and compliance with related legal and regulatory requirements.
The Compensation Committee is comprised of three independent members of the Board. The Compensation Committee is responsible for administering the Corporation's executive compensation program and oversees incentive plans approved by the Board.
Lucara is also guided by the rules and regulations of the NASDAQ OMX (Stockholm) Exchange, details regarding these rules can be found at www.nasdaqomx.com.
Files:pdf - POSITION DESCRIPTIONS FOR THE PRESIDENT/CEO, CHAIR OF BOARD, LEAD DIRECTOR AND COMMITTEE CHAIRS
Code of Business Conduct & Ethics
Annual review completed: February 19, 2018
This Code of Business Conduct and Ethics (“Code”) covers a range of business practices and procedures. This Code cannot and does not cover every issue that may arise or every situation in which ethical decisions must be made, but rather sets out key guiding principles of conduct and ethics that Lucara Diamond Corp. (“Lucara”) and its subsidiaries (collectively, the “Company”) expects of its employees, directors and officers (including, without limitation, the Chief Executive Officer and the Chief Financial Officer). A reference to “Boteti employees” in this Code includes all employees of Lucara’s operating subsidiary in Botswana, Boteti Mining Pty Limited (“Boteti”). A separate code of business conduct and ethics customized for certain procedures applicable to Boteti employees and incorporating the same high standards of this Code shall be provided to all Boteti employees (the “Boteti Code”). A reference to “Employees” in this Code includes all employees, directors and officers of Lucara and any subsidiaries except Boteti.
This Code is designed to deter wrongdoing and to promote responsible business practices including:
- Honest and ethical conduct;
- Respect for human rights and providing a workplace free from harassment;
- Avoidance of conflicts of interest, including disclosure to an appropriate person of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
- Maintenance of confidentiality of Company information and protection of Company assets and resources;
- Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, regulatory authorities and in other public communications made by the Company;
- Compliance with all applicable governmental laws, rules and regulations including but not limited to insider trading laws, competition laws and anti-bribery laws;
- The prompt internal reporting to an appropriate person or persons of violations of this Code;
- Accountability for adherence to this Code.
The Company will expect all of its Employees to comply and act in accordance, at all times, with the principles stated above and the more detailed provisions provided hereinafter. Violations of this Code by an Employee are grounds for disciplinary action up to and including immediate termination of employment, officership or directorship.
It is not possible to enumerate all of the situations that could result in an actual or apparent violation of this Code. The following areas are, however, of particular concern to the Company with respect to the ethical conduct of the Company’s business.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
The Company is strongly committed to conducting its business affairs with honesty and integrity and in full compliance with all laws, rules and regulations applicable to the Company’s business in the countries in which it operates including applicable anti-bribery laws and insider trading laws. Each Employee must at all times respect and obey such laws, rules and regulations and should avoid any situation that could be perceived as improper, unethical or indicate a casual attitude towards compliance with such laws, rules and regulations. Although not all Employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from appropriate personnel. The Company provides all necessary information to its Employees to promote compliance with laws, rules and regulations, including insider-trading laws.
TRANSACTING INTERNATIONAL BUSINESS
The Corruption of Foreign Public Officials Act (Canada) and similar regulations in other jurisdictions in which the Company operates makes it an offence to make or offer a payment, gift or benefit to a foreign government official in order to induce favourable business treatment, such as obtaining or retaining business or some other advantage in the course of business. This principle applies to the Company’s operations in all countries, even where such practices may be considered to be a way of “doing business” or necessary in a particular country in question. Furthermore, this legislation applies to dealings with foreign public officials in Canada and in the official’s own state. The Company provides further guidance on this principle and compliance with this legislation through its anti-bribery training program.
HUMAN RIGHTS AND HARASSMENT FREE WORKING ENVIRONMENT
The Company respects each individual's human rights and shall seek to foster respect and equality for all. Individuals shall not be discriminated against on the basis of factors unrelated to their ability to perform their job. Unlawful discrimination on the basis of race, color, religion, creed, sex (including pregnancy or childbirth), age, marital status, family origin, physical or mental disability or sexual orientation will not be tolerated. Corporal punishment, harsh or degrading treatment, sexual or physical harassment, mental, physical or verbal abuse, coercion or intimidation, or threats of these is prohibited. The Company will comply with all applicable labour laws including laws prohibiting the use of forced labour and child labour.
Employees and outside consultants who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company or its partners should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal. Please see the Company’s Disclosure Policy for further details on restrictions on trading in the Company’s stock and the use of non-public information. If you have any questions on these restrictions, please consult the Chair of the Company’s Audit Committee.
EMPLOYEE HEDGING PROHIBITION
Employees are not permitted to purchase financial instruments, including for greater certainty, prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in market value of the Company’s shares held, directly or indirectly, by such Employee.
CONFLICTS OF INTEREST
A "conflict of interest" occurs when an individual's private interest interferes - or appears to interfere - with the interests of the Company as a whole. A conflict situation can arise when an Employee takes actions or has interests that may make it difficult to perform his or her work objectively and effectively or deprives the Company of the time or attention required to perform his or her duties. Conflicts of interest also arise when an Employee or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company including but not limited to the receipt of loans or the guarantee of obligations. Employees shall perform the responsibilities of their positions on the basis of what is in the best interests of the Company and free from the influence of personal considerations and relationships.
Employees shall take actions to avoid all conflicts of interests but in some instances a conflict of interest may be deemed acceptable by the Company ifit is declared and the Employee takes all steps directed by the Company with regard to the declared conflict of interest. If an Employee believes that he or she may be in a potential conflict of interest situation that cannot be avoided, the Employee shall immediately declare the situation to a manager or if the Employee is an officer or director, the Employee shall declare the conflict directly to the Chair of the Company’s Audit Committee. Boteti employees shall follow the procedures for reporting conflicts of interest as set out in the Boteti Code.
Employees are prohibited from (a) taking for themselves personally, or for a family relation, opportunities that are discovered through the use of Company property, information or position; (b) using Company property, information, or position for personal gain; (c) favouring certain customers, supplier or service providers for personal reasons; and (d) competing with the Company. Employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
CONFIDENTIALITY AND PRIVACY
Employees must maintain the confidentiality of information entrusted to them by the Company or its customers, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information concerning the finances, representatives, technology processes, facilities, suppliers and customers of the Company and any other information that or might be harmful to the Company or its business, if disclosed.
The Company will protect the privacy of its Employees’ personal information. Employees must exercise care and discretion with the personal information of other Employees in their possession. They must never discuss or disclose such information to anyone outside the Company unless permitted or required to disclose by law or are authorized to disclose by the Employee.
Emails sent using an Employee’s work account are considered to be property of the Company. The Company may monitor the emails of an Employee providing all applicable laws are complied with.
The Company firmly believes that fair competition is fundamental to the continuation of the free enterprise system. The Company complies with and supports laws which prohibit restraints of trade, unfair practices, or abuse of economic power.
The Company will not enter into arrangements that unlawfully restrict its ability to compete with other businesses, or the ability of any other business organization to compete freely with the Company. The Company’s policy also prohibits Employees from entering into or discussing any unlawful arrangement or understanding that may result in unfair business practices or anticompetitive behavior.
PROTECTION AND PROPER USE OF CORPORATE ASSETS AND RESOURCES
All Employees should endeavour to protect the Company’s assets and resources and ensure their efficient use. Theft, carelessness and waste have a direct, negative impact on the Company’s image and profitability. All of the Company’s assets and resources should only be used for legitimate business purposes.
The obligation of Employees to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as business, marketing and corporate development information, plans, engineering and all technical information, databases, records, salary information and any unpublished financial or technical data and reports. Unauthorized use or distribution of this information would violate this Code. It could also be illegal and result in civil or even criminal penalties.
FINANCIAL REPORTING AND RECORDS
The Company maintains a high standard of accuracy and completeness in its financial records. These records serve as a basis for managing our business and are crucial for meeting obligations to Employees, customers, investors and others, as well as for compliance with regulatory, tax, financial reporting and other legal requirements. Employees, officers, and directors who make entries into business records or who issue regulatory or financial reports, have a responsibility to fairly present all information in a truthful, accurate and timely manner. No Employee shall exert any influence over, coerce, mislead or in any way manipulate or attempt to manipulate the independent auditors of the Company.
The Company maintains all records in accordance with laws and regulations regarding retention of business records. The term "business records" covers a broad range of files, reports, business plans, receipts, policies and communications, including hard copy, electronic, audio recording, microfiche and microfilm files whether maintained at work or at home. The Company prohibits the unauthorized destruction of or tampering with any records, whether written or in electronic form, where the Company is required by law or government regulation to maintain such records or where it has reason to know of a threatened or pending government investigation or litigation relating to such records.
The Company aims to provide a working environment that enables anyone, including Employees, to voice genuine concerns in relation to: a breach of legal regulations, breaches of this Code, financial malpractice or impropriety or fraud, failure to comply with a legal obligation or legislation, dangers to health and safety or the environment, criminal activity, or attempts to conceal any of these. The Company’s Whistleblower Policy protects potential whistleblowers from retaliation for reporting in good faith any concerns with respect to the above matters and outlines the procedure to follow if such a report were to be made.
COMMUNICATION AND COMPLIANCE OF THIS CODE
To ensure this policy is communicated and complied with, a copy of the Code shall be provided to all Employees. A copy of the Boteti Code shall be provided to all Boteti employees and shall be posted at the Karowe mine site in Setswana and in English.
On initial sign-on of all new Employees, such Employees will be required to acknowledge in writing that they have received, reviewed the policy and that they acknowledge its importance. A revised version of this policy will be distributed to all Employees whenever changes are made. This policy must be strictly complied with.
It is the responsibility of all Employees to understand and comply with this Code.
CONTRACTORS TO COMPLY WITH CODE
The Company expects its contractors to comply with the principles of this Code. Contractors must conduct their business affairs with honesty and integrity and with a respect for the fundamental human rights and dignity of individuals. Contractors must operate in full compliance with all laws, rules and regulations applicable to the countries in which they operate including anti-bribery laws, insider trading laws, competition laws and prohibition of forced labour and child labour laws.
RESPONSIBILITY FOR THIS CODE AND REPORTING UNDER THIS CODE
The Board of Directors is ultimately responsible, acting through the Audit Committee, for this Code and monitoring compliance with this Code. Any waivers of the provisions of this Code may be granted only by the Board of Directors, if such waiver is for the benefit of a director or senior officer of the Company and such waiver shall be disclosed as may be required under applicable securities laws. Waiver for all other Employees shall be granted exclusively by the Chief Executive Officer or any other senior officer as may be designated by the Audit Committee.
If you observe or become aware of an actual or potential violation of this Code or of any law or regulation, whether committed by the Company Employees or by others associated with the Company, it is your responsibility to report the circumstances as outlined herein and to cooperate with any investigation by the Company. This Code is designed to provide an atmosphere of open communication for compliance issues and to ensure that Employees acting in good faith have the means to report actual or potential violations.
All officers and all managers, including those at the Company’s subsidiaries, shall maintain an “open door” policy regarding questions of business conduct as regards this Code and its applicability. Employees shall be encouraged to ask such questions in respect of any particular situation no matter how small or insignificant it may seem to be. Each Employee is encouraged to be alert to any work related activities which could be construed as a violation of the Code. They should: (i) bring the matter to the attention of his/her immediate supervisor, or an officer of the Company, as appropriate or proceed internally on a confidential and/or anonymous basis as explained below; and (ii) take corrective action, if possible, to remediate the situation and/or prevent recurrence of the violation.
If any Employee is uncertain whether an activity in which he is engaged or an activity he is witnessing could be construed as a violation of the Code, he must discuss the matter with his immediate supervisor, or an officer of the Company, as appropriate. If it is determined that there is a violation, the Employee, supervisor or officer, as applicable, shall advise the Chair of the Audit Committee in writing.
To report a matter in a confidential or anonymous basis, an Employee may:
- in confidence, send an email to the Chair of the Audit Committee at email@example.com; or
- anonymously, post the complaint or concern to the Attention of the Chair of the Audit Committee, Lucara Diamond Corp., Suite 2000, 885 West Georgia Street, Vancouver, BC V6C 3E8.
Following the receipt of any reports submitted hereunder, the Chair of the Audit Committee will investigate each matter so reported and report to the Board which will take corrective disciplinary actions, if appropriate, up to and including termination of employment.
There will be no reprisals against Employees, officers and directors for good faith reporting of compliance concerns or violations.
Reports received by the Chair of the Audit Committee will be retained for a period of seven years.
Annual review completed: February 19, 2018
Lucara Diamond Corp. and its subsidiaries (collectively, the “Company”) is committed to the highest standards of openness, honesty and accountability that its various stakeholders are entitled to expect.
The Audit Committee of the Board of Directors of the Company has established the following procedures for the receipt, retention and treatment of reports, concerns or submissions regarding accounting, internal accounting controls or auditing matters by its employees, officers and directors (in this policy, a “report”), as required under Multilateral Instrument 52-110 promulgated by the Canadian Securities Administrators.
1. Report Procedure
The Audit Committee is responsible for administering this Policy. Anyone, including employees of the Company or its subsidiaries, may file a report:
- in confidence, to any member of the Audit Committee or by sending an email to the Chair of the Audit Committee at firstname.lastname@example.org; or
- anonymously, by posting it to the Chair of the Audit Committee, Lucara Diamond Corp., Suite 2000, 885 West Georgia Street, Vancouver, BC V6C 3E8.
2. Contents of Reports
To assist the Company in the response to or investigation of a report, the report should contain as much specific, factual information as possible to allow for proper assessment of the nature, extent and urgency of the matter that is the subject of the report, and without limitation and to the extent possible, the following information:
- The alleged event, matter or issue that is the subject of the report;
- The name of each person involved;
- If the report involves a specific event or events, the approximate date and location of each event; and
- Any additional information, documentation or other evidence available to support the report.
Following the receipt of any reports submitted hereunder, the Audit Committee will address each matter so reported, and corrective and disciplinary actions will be recommended to the Board, if appropriate. The Audit Committee shall determine the steps and procedures to be taken to address the report and whether an investigation is appropriate and, if so, what form such investigation should take (for example whether external investigators should be employed, the timing of such investigation and other such matters as are deemed appropriate in the circumstances).
All reports filed pursuant to this Policy will be addressed internally on a confidential basis. In conducting any investigation, the Audit Committee shall use reasonable efforts to protect the confidentiality and anonymity of the complainant. The Complainant should keep in mind, however, that if he or she fails to identify himself or herself, the Company may not be able to adequately investigate and resolve the concern raised in the report.
5. Safeguards Against Retaliation, Harassment or Victimization
The Company understands and acknowledges that an employee’s decision to report or raise a concern or a complaint can be a difficult one to make. Employees, officers and directors who raise good faith concerns should have nothing to fear. No employee, officer or director who in good faith submits a report under this Policy shall suffer retaliation, harassment or an adverse employment consequence as a result of such report. Any act of retaliation should be reported immediately. The Company will not tolerate any retaliation, harassment or victimization (including informal pressures) and shall take appropriate action to protect employees who raise any concern or complaint under this Policy in good faith.
6. Reporting and Retention of Records
The Chair of the Audit Committee will maintain a log of all reports, tracking their receipt, investigation and resolution and shall prepare a summary thereof and present the same to the Audit Committee on a quarterly basis. Copies of reports and such log shall be maintained by the Chair of the Audit Committee in a confidential manner.
Records of any reports shall be maintained by the Audit Committee or its designee for a period of at least 7 years.
This Policy will be:
- available on the Company’s website;
- posted at the offices of the Company’s operating subsidiaries; and
- provided to all employees of the Company and its operating subsidiaries upon their recruitment and any revisions to the Policy shall be communicated to such employees.
Except that the Policy will not be distributed to the Company’s operating subsidiary, Boteti Mining (Proprietary) Limited (“Boteti”) as Boteti has created its own policy using the local language in Botswana (the “Boteti Policy”). The Boteti Policy shall:
- include all substantive items in this Policy except that a third party supplier shall be retained to provide a hotline service for reporting and the hotline shall be directed to file a report to the Company’s Audit Committee, consistent with Section 1 above, when receiving any submissions or complaints dealing with accounting, internal accounting controls or auditing matters ;
- be posted at Boteti’s offices; and
- provided to all employees upon their recruitment and any revisions to the Boteti Policy shall be communicated to employees.
* * *
Should you have any questions or wish additional information regarding this Policy please contact the Chair of the Audit Committee.
Adopted: October 1, 2007
Amended: March 22, 2012 and November 9, 2012
CORPORATE DISCLOSURE POLICY
Annual review completed: February 19, 2018
The objective of this disclosure policy is to ensure (i) a consistent approach to the Company’s disclosure practices throughout the Company; and (ii) that communications to the investing public about Lucara Diamond Corp. and its subsidiaries (collectively, the “Company”) are:
- timely, factual, complete and accurate;
- broadly disseminated in accordance with all applicable legal and regulatory requirements;
- where necessary, filed with the regulators in accordance with applicable securities laws; and
- effective in increasing understanding of the Company’s business and enhance its corporate image by encouraging practices that reflect openness, accessibility and co-operation.
This disclosure policy outlines the Company’s approach towards the determination and dissemination of material information, the circumstances under and methods through which the confidentiality of information will be maintained, and restrictions on the trading of the Company’s securities. It also provides guidelines designed to achieve consistent disclosure practices across the Company.
APPLICATION AND ADMINISTRATION
This disclosure policy extends to all directors, officers and employees of the Company, and those authorized or designated to speak on its behalf, including employees of management service providers (collectively, referred to as “Employees”). It covers all methods of communication by the Company with the public, including disclosures in documents filed with securities regulators, written statements made in the Company’s annual and quarterly reports, news releases, letters to shareholders, presentations by senior management and information contained on the Company’s web site and other electronic communications. It extends to oral statements made in meetings and telephone conversations with the investment community (including analysts, investors, investment dealers, brokers, investment advisors and investment managers) and employees or interviews with the media as well as speeches, press conferences and conference calls and dealing with the public generally.
Subject to applicable laws and any developments determined by the Board of Directors as requiring immediate public disclosure, this disclosure policy shall be administered and interpreted by the Chief Executive Officer (“CEO”). The CEO is the corporate officer primarily responsible for corporate disclosure. The CEO may at any time, request the assistance or advice of other officers of the Company or third parties in the administration and interpretation of this policy. No material information will be released, whether by news release or otherwise, without the explicit consent of the CEO or the most senior officer of the Company in the CEO’s absence. To the greatest extent practical, board members will be apprised of material developments prior to their public announcement by the Company. The CEO will be responsible for overseeing that a reasonable investigation of the Company’s information and developments is conducted on an ongoing basis for disclosure purposes and will assess and decide when developments are material and justify release to the public with input from legal counsel where warranted.
The Chief Financial Officer (“CFO”) is the corporate officer responsible for overseeing the financial review of all disclosure documents to ensure they fairly present financial information.
To ensure this policy is communicated to those individuals who must comply with it, the policy will be:
- available on the Company’s website;
- posted at the offices of the Company’s mining operations; and
- a copy shall be provided to officers and directors of the Company, officers and directors of the Company’s operating subsidiaries, those authorized to speak on behalf of the Company and such other employees of the Company and its operating subsidiaries that the CEO determines advisable due to the position they hold (“Personnel and Advisors”).
Personnel and Advisors will be required to acknowledge in writing that they have received, reviewed the policy and that they acknowledge its importance. A revised version of this policy will be distributed in accordance with the foregoing methods listed in sub-paragraphs (i) to (ii) whenever changes are made. This policy must be strictly complied with.
The Company designates a limited number of spokespersons responsible for communication with the investment community, regulators or the media. The CEO will be the primary and official spokesperson for the Company. The CEO may, from time to time, designate others within the Company to speak on behalf of the Company or to respond to specific inquiries. There could be a blanket delegation on routine matters.
Directors, officers or employees who have not been designated by the CEO must not respond under any circumstances to inquiries from the investment community, the media or others. All such inquiries should be referred to the CEO or to those persons designated by the CEO, from time to time.
ANNUAL POLICY REVIEW
The CEO will review this disclosure policy on an annual basis and recommend to the board of directors updating this policy, if necessary. Any material changes proposed to this disclosure policy will be subject to the approval of the board of directors upon the recommendation of both the audit committee and the corporate governance and nominating committee.
Any Employee privy to confidential corporate information is prohibited from communicating such information to anyone else, unless it is necessary to do so in the course of business or required by law or authorized by the CEO or board of directors. Efforts will be made to limit access to such confidential information to only those who need to know the information.
Outside parties privy to undisclosed material information concerning the Company will be told that they must not divulge such information to anyone else, and that they may not trade in the Company’s securities until the information is publicly disclosed. Such outside parties may be requested to confirm their commitment to non-disclosure under a written confidentiality agreement of the Company as and when determined by the Company.
In order to prevent the misuse or inadvertent disclosure of confidential and/or material information, the following procedures should be observed at all times:
- Documents and files containing confidential information should be kept in a safe place to which access is restricted to individuals who “need to know” that information in the necessary course of business and code names should be used if necessary.
- Confidential matters should not be discussed in places where the discussion may be overheard, including but not limited to, elevators, hallways, restaurants, bars, airplanes or taxis.
- If confidential matters must, of necessity or urgency, be discussed on wireless devices in public places, caution should be exercised by the participants, and, in such cases, the Company name and the identity of any relevant party should be cryptic or in code.
- One should avoid reading of confidential documents on blackberries, smart phones or other personal digital assistant devices in public places.
- Visitors should be accompanied by Company personnel who ensure that they are not left alone in offices or sites containing confidential information.
- Documents should be transmitted by electronic means only where there is reason to believe that the transmission can be received under secure conditions by the intended recipient.
- To prevent inadvertent disclosure of undisclosed confidential information, employees are strictly prohibited from posting information to or otherwise participating in Internet blogs, chat rooms or similar discussion forums on matters pertaining to the Company’s business and affairs or its common shares.
- All computers, smart phones and electronic devices that access Company information must be password protected to prevent access to Company confidential information in the case of loss or theft of such devices.
DISCLOSURE CONTROLS AND PROCEDURES
A. MATERIAL INFORMATION RELEASE
(i) Material Information Release Guidelines
Material information is generally considered to be any information relating to the business and affairs of the Company that results in, or would reasonably be expected to result in a significant change in the market price or value of the Company’s securities or that would reasonably be expected to be important to a reasonable investor’s investment decisions. The decision as to what constitutes material information is a question of business judgment. Legal counsel should be consulted in appropriate circumstances.
In complying with the requirement to disclose all material information under applicable laws and stock exchange rules in a timely manner, the Company will adhere to the following basic disclosure principles:
- Subject to the terms of this policy, material information will be publicly disclosed immediately via news release and be widely distributed.
- The Company should endeavour to take a consistent approach to materiality.
- Material information may be kept confidential temporarily if the immediate release of the information would be unduly detrimental to the interests of the Company. In such cases, the information will be kept confidential until the CEO determines it is appropriate to publicly disclose or that the Company has a legal obligation to do so and the timing of a decision to delay shall be documented. In certain circumstances, the CEO may cause a confidential material change report to be filed with the applicable securities regulators, and will periodically (at least every 5 days) review its decision to keep the information confidential. So long as the shares of the Company are listed on the Nasdaq Stockholm Exchange, the Company shalI comply with requirements of such Exchange dealing with delayed disclosure of material information including, if applicable, the maintenance of logbooks and notification to the Swedish Financial Supervisory Authority (the “Finansinpektionen”) immediately after the information has been made public.
- During the period before material information is disclosed, market activity in the Company’s common shares should be monitored.
- Disclosure must be factual and non-speculative and must include any information the omission of which would make the rest of the disclosure misleading.
- Unfavourable material information must be disclosed as promptly and completely as favourable information.
- If previously undisclosed material information has been inadvertently disclosed, such information must be broadly disclosed immediately via news release. In certain circumstances, applicable securities laws allow for selective disclosure where doing so is in the necessary course of business. Selective disclosure of material information under this exception should generally be reviewed and confirmed with the Company’s legal counsel.
- Disclosure on the Company's web site alone does not constitute adequate disclosure of material information.
- Disclosure must be corrected immediately if the Company subsequently learns that earlier disclosure by the Company contained a material error at the time it was originally distributed.
- The Company does not comment on rumours. This also applies to rumours on the Internet. The Company's authorized spokespersons or designates will respond consistently to those rumours, saying, “It is our policy not to comment on market rumours or speculation.”
(ii) News Release Guidelines and Regulatory Filings
News releases must contain sufficient detail in plain language to enable investors and media personnel to understand the true substance, importance and relevance of the information so that investors and other important stakeholders may make informed investment decisions.
Once the CEO determines that a development is material and must be disclosed, he will authorize the issuance of a news release. News releases must:
- be circulated for input to the CEO and other individuals as may be designated by the CEO, including the CFO if the release contains financial information;
- approved by the CEO or a designate;
- be checked for content keeping in mind confidentiality and approval obligations contained in partnership and joint venture agreements;
- be issued in accordance with the requirements of the Toronto Stock Exchange (“TSX”), the Botswana Stock Exchange and the Nasdaq Stockholm Exchange, as applicable; and
- include the name and contact information (phone and email) of at least one Company spokesperson who has been designated by the CEO to communicate with the investment community and/or the news media.
The Board of Directors’ audit committee shall review all press releases containing: (a) financial information based on or taken from the Company’s financial statements or (b) any earnings guidance (or updates to any previously issued earnings guidance), prior to the issuance of such releases.
The Company shall disseminate its news releases concurrently in Canada, Sweden and Botswana. Dissemination is carried out with the help of news distributors in accordance with applicable regulatory requirements. Financial reports and news releases are also filed on SEDAR at www.sedar.com, with the Finansinpektionen in Sweden and with the Botswana Stock Exchange. The information is published in English only.
So long as the shares of the Company are listed on the Nasdaq Stockholm Exchange, the Company shall:
- if required by Swedish securities laws, include the date and time of issuance in a news release and reference the Swedish legislation requiring disclosure; and
- if required by Swedish securities laws, publish on its website, prior to the start of each financial year, a Company calendar listing the dates on which the Company expects to disclose financial statement releases, interim reports, and the date of the annual general meeting.
Simultaneously with the disclosure to the market, news releases will be posted and made available on the Company’s web site at www.lucaradiamond.com. The news release page of the website shall include a notice that advises the reader that the information posted was accurate at the time of posting, but may be superseded by subsequent news releases.
The CEO shall determine whether the material information constitutes a “material change”, pursuant to Canadian securities legislation, and if so, the Company shall file a “material change” report with relevant Canadian securities commissions within 10 days of the “material change”.
(iii) Becoming Aware of Misrepresentations
If any person to which this Policy applies becomes aware that: (a) any information publicly disclosed by the Company contained or may have contained a misrepresentation (as defined by Canadian securities laws); or (b) there has been or may have been a failure to make timely disclosure of material information, the CEO should be promptly notified and the CEO, after conducting a reasonable investigation of the information, shall endeavour to ensure that the material information, or correction thereof, as the case may be, is promptly disclosed in accordance with applicable laws and all stock exchange requirements.
(iv) Expertized Disclosure
Prior to any public statement or disclosure or a filing with a securities regulatory authority by the Company or by a person on behalf of the Company that includes, summarizes or quotes from a report, statement or opinion made by an “expert” (within the meaning of applicable Canadian securities laws) and unless the CEO determines otherwise, the Company shall obtain the written consent of such expert to such statement, disclosure or filing (which has not been withdrawn in writing by the expert prior to the Company’s disclosure or filing) and the CEO shall make reasonable efforts to determine that the Company or the relevant person does not know and has no reasonable grounds to believe that there is a misrepresentation in the applicable statement, disclosure or filing made on the authority of the expert and to determine that the statement, disclosure or filing fairly represents the report, statement or opinion made by the expert.
(v) Trading Restrictions and Blackout Periods
It is illegal for anyone to purchase or sell securities of any public company with knowledge of material information affecting that company that has not been publicly disclosed. Except in the necessary course of business, it is also illegal for anyone to inform any other person of material non-public information.
Employees with knowledge of confidential or material information about the Company or counter-parties in negotiations of material potential transactions are prohibited from trading in any securities of the Company or any counter-party until the information has been fully disclosed and a reasonable period of time has passed for the information to be widely disseminated. Questions as to whether information is material, potentially material or whether such information has previously been disclosed in accordance with this Policy should be directed to the CEO or the CFO.
A restriction on trading in the Company’s securities will apply to all Personnel and Advisors during the period of time when financial statements are being prepared but results have not yet been publicly disclosed (the “Quarterly Trading Blackout”). The Quarterly Trading Blackout will commence at 6:30 a.m. (Vancouver time) on the day that is 30 days prior to the date scheduled for the meeting of the Board of Directors to review the quarterly results and end at 6:30 a.m. (Vancouver time) on the second Trading Day following the day on which a news release disclosing quarterly results is issued. In this Policy, a “Trading Day” is defined as a day on which the TSX is open for trading.
Additional restrictions on trading may be prescribed from time to time by the CEO as a result of special circumstances. All parties with knowledge of such special circumstances shall be covered by such blackout. Affected parties may include external advisors, such as legal counsel, investment bankers and counter-parties in negotiations of material potential transactions. The CEO or his designate will notify Personnel and Advisors and such other persons of the imposition of a blackout period and its duration, if ascertainable, and of the lifting of the blackout period if the duration of the blackout period was not stated at the outset.
Every person who is a Personnel and Advisor who intends to purchase or sell securities of the Company, directly or indirectly, (or who stands to benefit from a purchase or sale of securities of the Company by a family member) during a trading restriction is required to obtain the prior approval of the CEO or his designate. The CEO may waive the application of any particular Quarterly Trading Blackout in respect of one or more Personnel and Advisors where the CEO has determined that it is appropriate and such person(s) is/are not privy to undisclosed material information. Such waiver shall be reported to the Chair of the Audit Committee.
The trading prohibitions in this section shall not apply to the acquisition of common shares through the exercise of the Company’s stock options or shares issued under similar incentive plans, but will apply to the sale of the common shares acquired through the exercise of the option or similar securities issued under an incentive plan. In the event that the expiry date of a stock option occurs during or within 48 hours following the end of a trading prohibition, the expiry date of such stock option will be extended until the tenth day following the end of the trading prohibition. Applicable laws will be complied with in determining and implementing blackout periods associated with any other benefit plans the Company may have. The Company may issue additional share units during a blackout period if the holders of share units under the Company’s share unit plan are entitled to receive such additional share units instead of a scheduled cash dividend payment.
Immediately after becoming an insider (generally, a director, senior officer or 10% shareholder of the Company, or a director or senior officer of a subsidiary of the Company or of another insider of the Company) and immediately following the purchase or sale of securities of the Company, an insider must complete all applicable insider reports required by the securities regulators in Canada and in Sweden within the prescribed time period. So long as its shares are listed on the Nasdaq Stockholm Exchange, the Company shall maintain a list of insiders and their closely associated persons, as defined and required by the Finansinpektionen regulations in Sweden. Except as prescribed by law, the Company is not responsible for alerting insiders of their obligations or for filing insider trading reports.
(vi) Forward-Looking Information
It is the Company’s policy to provide forward-looking information only in a highly qualified manner, in accordance with applicable securities law requirements. Generally, the Company only discusses general trends, events, commitments and uncertainties that are reasonably expected based on historical and currently known data.
Documents containing forward-looking information shall contain, proximate to the forward-looking information, (a) reasonable cautionary language clearly identifying the forward-looking information as such and any material factors that could cause actual results to differ materially from any conclusion, forecast or projections in the forward-looking information, (b) that actual results could differ materially from any conclusion, forecast or projection in the forward-looking information, and (c) a statement of the material facts or assumptions that were applied in drawing such conclusion or making such forecast or projection (a “Forward Looking Statements Note”).
For both documents and public oral statements and subject to applicable securities laws, the disclosure should include a statement that disclaims the Company’s intention or obligation to update or revise the forward-looking information, whether as a result of new information, future events or otherwise.
B. NON-MATERIAL INFORMATION RELEASE
(i) Non-Material Information Release Guidelines
The Company interacts with the investment community through various forums including industry presentations, private meetings, and telephone and conference calls. In these situations, information which the Company provides to investors, analysts and the media in any forum must not include undisclosed, material information. The information should generally provide background or details on previously disclosed corporate initiatives or may simply be more comprehensive information about the business of the Company.
(ii) Conference Calls/ Webcasts and Industry Conferences
The Company may hold conference calls with the investment community to report financial results and major corporate developments. Advance public notice of the date and time of the call, the subject matter of the call and the means for accessing it will be provided by way of news release. Interested parties will be allowed to listen in by way of telephone or through a webcast. The Company will keep detailed records and/or transcripts of any conference calls or industry conferences in which it presents information about its affairs. If during the conference call or webcast there is inadvertent selective disclosure of previously undisclosed material information, the Company will immediately disclose such information broadly via news release. Copies of presentations made during industry conferences will be made available on the Company’s website for the earlier of three weeks after the conference or when material information in the presentation becomes superseded by a more recent event.
At the beginning of the conference call, a Company spokesperson shall notify all participants to the call that there may be discussion of forward-looking information on the call and refer participants to a previously documented Forward Looking Statements Note that could affect such forward-looking statements.
(iii) Contact with Analysts, Investors and the Media
Authorized spokespeople may meet with analysts, institutional investors and other market professionals on an individual or small group basis as needed and will initiate contacts or respond to their calls in a timely, consistent and accurate fashion in accordance with this disclosure policy.
Such meetings should focus on non-material information and on generally disclosed information and items described in the Company’s financial statements and other publicly filed documents and previously issued press releases. These meetings will not include discussion of material information that has not been generally disclosed to the public. If any such material information is disclosed, then such information will be immediately disseminated to the public via a news release in accordance with this policy.
The Company will provide the same non-material information which has been given to financial analysts or institutional investors to individual investors or reporters when requested.
(iv) Analyst Reports
The Company may be requested to review draft analysts’ reports from time to time. Only authorized spokespeople will comment on analysts’ reports, and such comments will be limited to identifying publicly disclosed factual information that could affect the analyst’s model and to pointing out inaccuracies or omissions with reference to publicly available information.
The Company will not attempt to influence an analyst’s conclusions. To avoid appearing to endorse an analyst’s report or model, the Company will provide comments orally or will attach a disclaimer to written comments to indicate the report was reviewed only for factual accuracy.
The Company will not externally distribute analyst’s research reports but, if requested, will advise which analysts follow the Company, accompanied by an appropriate disclaimer that the view expressed in any reports, including all forward-looking information, are the views of the analysts and not of the Company.
(v) Presentations and Meetings with Third Parties
Before making presentations to third parties, including issuing handout materials, it is important to consider whether the contents of such presentations, handouts and the related speaking notes contain material information that has not yet been disclosed.
The Company’s investor relations staff should provide an advance copy of all presentation materials to the CEO or his designate who will coordinate a review of the presentation material, handouts and speaking notes for accuracy and consistency with other public disclosures. The CEO or his designate will confirm with the investor relations staff whether the contents or remarks are acceptable from a disclosure perspective.
(vi) Corporate Website
Disclosure of information on the Company’s corporate website does not in and of itself constitute adequate public disclosure of such information. Accordingly, material information which has not otherwise been disclosed in accordance with this policy will not be posted on the Company’s corporate website.
All of the Company’s publicly disclosed material information, including presentations to analysts and conferences will be made available through the corporate website for a reasonable period of time. All documents filed by the Company on SEDAR will be concurrently posted to the Company’s website including annual reports, prospectuses and any other information provided for distribution to shareholders shall be readily available on the website unless special circumstances exist. Investor relations personnel are responsible to ensure that the Company’s website will be kept up-to-date with the Company’s latest disclosures. So long as the Company is listed on the Nasdaq Stockholm Exchange, all information that is required to be disclosed publicly shall remain available on the Company’s website for a minimum period of five (5) years from the date of its original publication..
(vii) Compliance Anti-Spam Legislation
The Company will comply with Canada’s Anti-Spam Legislation. To ensure compliance, distribution of information that can be considered a commercial electronic message (i.e. an electronic message that encourages participation in a commercial activity regardless of whether there is an expectation of profit) will not be distributed unless: (i) the Company obtains prior consent from the intended recipients; or (ii) the Company is permitted by the applicable legislation to distribute such messages without express consent. Investor relations personnel are responsible to ensure that the recipient’s prior consent is obtained when distributing Company press releases and/or Company promotional material.
(viii) Monthly Disclosure – Change in Share Capital and Voting Rights
So long as its shares are listed on the Nasdaq Stockholm Exchange, the Company shall disclose corporate actions that have resulted in a change to the Company’s share capital. Disclosure shall occur on the last day of the month by publication.
The investor and media relations department will maintain a file containing all public information about the Company (other than information that is already filed electronically with the Canadian securities regulators via SEDAR), including all news releases, analysts’ reports commented on, transcripts or tape recordings of conference calls, investor presentations, executive speeches, and as much as practicable, significant media articles on the Company.
Any Employee who violates this disclosure policy may face disciplinary action up to and including termination of his or her employment with the Company without notice. The violation of this policy may also violate certain securities laws. If it appears that an Employee may have violated such securities laws, the Company may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or imprisonment.
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Should any person subject to this Disclosure Policy have any questions or wish information concerning the above, please contact the CEO.
This Disclosure Policy is intended as a component of the flexible governance framework within which the Company’s Board of Directors, assisted by its committees, directs the affairs of the Company. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Company’s Articles, it is not intended to establish any legally binding obligations.
Effective Date: Adopted by the Board of Directors on October 1, 2007, as amended on March 22, 2012, November 09, 2012, November 10, 2014, November 5, 2015 and November 8, 2016.
Advance Notice Policy
- Majority Voting Policy
- Swedish Governance Compliance
Corporate Social Responsibility Charter
Annual review completed: February 20, 2018
Lucara Diamond Corp (Lucara) will initiate and promote ongoing dialogue with a broad range of stakeholders across our operations, maintained in a spirit of transparency and good faith. Lucara recognizes that effective stakeholder engagement can create value and mitigate risk for both the company and its stakeholders. We acknowledge that mining is, by definition, finite and therefore will work to provide lasting benefits in the communities where we live and work.
- Work consultatively with community partners to ensure that our support matches their priorities;
- Ensure that our support is focused on sustainable community development rather than dependency;
- Impact positively on the quality of life of members of the local community;
- Seek opportunities to maximize employment and procurement for local communities through the provision of suitable training opportunities and resources; and
- Conduct our activities to meet or exceed accepted standards in the protection and promotion of human rights.
As approved by the Board of Directors on the 14 day of December, 2010 and amended on March 22, 2012
- Company Articles
- Company Certificate of Continuation and Name Change