Whistleblower Policy
Purpose
Mako Mining Ltd. (the "Company") is committed to the highest standards of openness and accountability. We believe that trust and integrity are of vital importance in our business.
The Company's financial and other information guides the decisions of its Board of Directors and is relied upon by our shareholders and the financial markets. For these reasons, the Company must maintain a workplace where it can receive, retain, and address all reports or complaints concerning (i) accounting, internal accounting controls or auditing matters and the confidential submission by employees and consultants of the Company of concerns regarding questionable accounting or auditing matters (collectively "Accounting/Audit Concerns"), and (ii) the potential violation of: any law relating to fraud against shareholders, including without limitation the reporting of fraudulent financial or other information to our shareholders, the government, or the financial markets; theft; corruption, bribery or blackmail; endangering the health and safety of any individual; tax or customs offences; conflicts of interest; or, protection or improper usage of Company assets (a "Potential Violation"). The purpose of this Whistleblower Policy is to provide the Company's directors, officers, employees and consultants with a mechanism by which they can raise these concerns free of any discrimination, retaliation, or harassment.
The Company recognizes the value of transparency and accountability in its administrative and management practices and, therefore, also supports the making of disclosures to the Company, or if applicable, to regulatory bodies that reveal "Grave Misconduct"; i.e, conduct that constitutes or could result in a violation of law by the Company or in a substantial mismanagement of Company resources, and if proven, constitutes a criminal offence or reasonable grounds for dismissal of the person(s) engaging in such conduct.
It is the policy of the Company to encourage employees and consultants, when based on their reasonable belief they have Accounting/Audit Concerns, or believe that a Potential Violation or Grave Misconduct has occurred or is occurring, to report those concerns to Company management (on an anonymous basis, if employees or consultants so desire) or to raise those concerns by emailing or otherwise informing their immediate supervisor or the Company's CEO, on an anonymous basis, as described below. All reports will be taken seriously and will be promptly investigated. The specific action taken in any particular case depends on the nature and gravity of the conduct or circumstances reported and the quality of the information provided. Where the reported Accounting/Audit Concerns are found to be accurate and where Potential Violations or Grave Misconduct has been found to have occurred or to be occurring, those matters will be corrected and, if appropriate, the person(s) responsible will be disciplined.
Reporting And Investigation
If you have Accounting/Audit Concerns, or believe that a Potential Violation or Grave Misconduct has occurred or is occurring, you should immediately report those facts to your supervisor or the CEO, either identifying yourself or on an anonymous basis. If you identify yourself, – you may be requested to document your report in writing. You may also report your concerns anonymously by sending a letter to your immediate supervisor or the
CEO. If you have concerns or reason to believe that both of these individuals are involved in these matters, you should report those facts to a member of the Audit Committee of the Company's Board of Directors. On receiving such reports or complaints, the immediate supervisor or the CEO shall promptly forward the same to the
Chairman of the Audit Committee, who will oversee and provide direction on the investigation and resolution of the matter.
All reports and complaints under this Policy will be promptly and thoroughly investigated and all information disclosed during the course of the investigation will remain confidential, except as necessary to conduct the investigation and take any remedial action, in accordance with applicable law. All employees and consultants have a duty to cooperate in the investigation of reports of Accounting/Audit Concerns, Potential Violations, or Grave Misconduct, or of discrimination, retaliation, threats, or harassment resulting from the reporting or investigation of such matters. In addition, employees and consultants shall be subject to disciplinary action, possibly including the termination of their employment or contract, if the employee or consultant fails to cooperate in an investigation, or deliberately provides false information during an investigation. If, at the conclusion of its investigation, the Company determines that a violation of the Policy has occurred the Company will take effective remedial action commensurate with the severity of the offence. This action may include disciplinary action against the accused party, up to and including termination. Reasonable and necessary steps will be taken to prevent any further violations of policy.
Discrimination, Retaliation, Threats, OR Harassment
The Company strictly prohibits any discrimination, retaliation, threats or harassment against any person(s) who reports or who participates in an investigation of a report or complaints about Accounting/Audit Concerns, a Potential Violation, or Grave Misconduct.
If you believe you have been subject to discrimination, retaliation, threats or harassment for having made a report under this Policy, you must immediately report those facts to your supervisor or the CEO. If you are not comfortable with discussing the matter with either of those individuals, you should bring the matter to the attention of a member of the Audit Committee. It is imperative that you bring the matter to the Company's attention promptly so that any concerns of discrimination, retaliation, threats, or harassment can be investigated and addressed quickly and appropriately. If a complaint of discrimination, retaliation, threat or harassment is substantiated appropriate disciplinary action, up to and including termination of employment or contract, will be taken.
Record Retention
All documents related to reporting, investigation, and enforcement of and under this Policy, or to the discrimination, retaliation, threat or harassment of an employee or consultant who made a report or complaint hereunder, shall be kept in accordance with the Company's record retention policy and applicable law.
Modification
The Audit Committee may modify this Policy unilaterally at any time without notice. Modification may be necessary to maintain compliance with regulations and/or to accommodate changes within the Company.
Please sign the acknowledgement form below and return it to the Chief Financial Officer. This will let the Company know that you have received the Whistleblower Policy and are aware of the Company's commitment to a work environment free of discrimination, retaliation, threats or harassment for reporting of Accounting/Audit Concerns, a Potential Violation or Grave Misconduct, as well as your obligation to report such information.
Acknowledgement And Agreement Regarding The Whistleblower Policy
This is to acknowledge that I have received a copy of the Company's Whistleblower Policy. I understand that, as a public company, the integrity of the financial information and other information of the Company is vital. I further understand that the Company is committed to a work environment free of discrimination, retaliation, threats, or harassment for employees and consultants who have raised concerns regarding Accounting/Audit Concerns, a Potential Violation, or Grave Misconduct and that the Company specifically prohibits discrimination, retaliation, threats, or harassment whenever an employee or consultant makes a good faith report regarding such concerns. Accordingly, I specifically agree that to the extent that I have concerns which I reasonably believe to be related to Accounting/Audit Concerns, a Potential Violation or Grave Misconduct, or which are otherwise in violation of the Company's policies, I will immediately report such conduct in accordance with the Company's Whistleblower Policy.
I understand and agree that to the extent I do not use the procedures outlined in the Whistleblower Policy, the Company and its Officers and Directors shall have the right to presume or rely on the fact that I have no knowledge of, or any concerns, regarding any such information or conduct.