Exhibit 4.1
AMERICAN PARAMOUNT GOLD CORP.
(the "Corporation")
CODE OF ETHICS AND BUSINESS CONDUCT
FOR DIRECTORS, SENIOR OFFICERS AND EMPLOYEES OF THE CORPORATION
(the "Code")
This Code applies to the Chief Executive Officer, President, Chief Financial
Officer, Principal Executive Officer, Principal Financial Officer, Principal
Accounting Officer, Controller and persons performing similar functions
(collectively, the "Senior Officers") along with all directors and employees
within the Corporation (the Senior Officers, directors and employees are
hereinafter collectively referred to as the "Employees"). This Code covers a
wide range of business practices and procedures. It does not cover every issue
that may arise, but it sets out basic principles to guide all Employees of the
Corporation. All Employees should conduct themselves accordingly and seek to
avoid the appearance of improper behaviour in any way relating to the
Corporation.
Any Employee who has any questions about the Code should consult with the Chief
Executive Officer, the President, the Corporation's board of directors (the
"Board") or the Corporation's audit committee (the "Audit Committee").
The Corporation has adopted the Code for the purpose of promoting:
* honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
* full, fair, accurate, timely and understandable disclosure in all
reports and documents that the Corporation files with, or submits to,
the Securities and Exchange Commission ("SEC") and in other public
communications made by the Corporation that are within the Senior
Officer's area of responsibility;
* compliance with applicable governmental laws, rules and regulations;
* the prompt internal reporting of violations of the Code; and
* accountability for adherence to the Code.
HONEST AND ETHICAL CONDUCT
Each Senior Officer and member of the Board owes a duty to the Corporation to
act with integrity. Integrity requires, among other things, being honest and
candid. Employees must adhere to a high standard of business ethics and are
expected to make decisions and take actions based on the best interests of the
Corporation, as a whole, and not based on personal relationships or benefits.
Generally, a "conflict of interest" occurs when an Employee's personal interests
is, or appears to be, inconsistent with, interferes with or is opposed to the
best interests of the Corporation or gives the appearance of impropriety.
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Business decisions and actions must be made in the best interests of the
Corporation and should not be influenced by personal considerations or
relationships. Relationships with the Corporation's stakeholders - for example
suppliers, competitors and customers - should not in any way affect an
Employee's responsibility and accountability to the Corporation. Conflicts of
interest can arise when an Employee or a member of his or her family receive
improper gifts, entertainment or benefits as a result of his or her position in
the Corporation.
Specifically, each Employee must:
1. act with integrity, including being honest and candid while still
maintaining the confidentiality of information when required or
consistent with the Corporation's policies;
2. avoid violations of the Code, including actual or apparent conflicts
of interest with the Corporation in personal and professional
relationships;
3. disclose to the Board or the Audit Committee any material transaction
or relationship that could reasonably be expected to give rise to a
breach of the Code, including actual or apparent conflicts of interest
with the Corporation;
4. obtain approval from the Board or Audit Committee before making any
decisions or taking any action that could reasonably be expected to
involve a conflict of interest or the appearance of a conflict of
interest;
5. observe both the form and spirit of laws and governmental rules and
regulations, accounting standards and Corporation policies;
6. maintain a high standard of accuracy and completeness in the
Corporation's financial records;
7. ensure full, fair, timely, accurate and understandable disclosure in
the Corporation's periodic reports;
8. report any violations of the Code to the Board or Audit Committee;
9. proactively promote ethical behaviour among peers in his or her work
environment; and
10. maintain the skills appropriate and necessary for the performance of
his or her duties.
DISCLOSURE OF CORPORATION INFORMATION
As a result of the Corporation's status as a public company, it is required to
file periodic and other reports with the SEC. The Corporation takes its public
disclosure responsibility seriously to ensure that these reports furnish the
marketplace with full, fair, accurate, timely and understandable disclosure
regarding the financial and business condition of the Corporation. All
disclosures contained in reports and documents filed with or submitted to the
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SEC, or other government agencies, on behalf of the Corporation or contained in
other public communications made by the Corporation must be complete and correct
in all material respects and understandable to the intended recipient.
The Senior Officers, in relation to his or her area of responsibility, must be
committed to providing timely, consistent and accurate information, in
compliance with all legal and regulatory requirements. It is imperative that
this disclosure be accomplished consistently during both good times and bad and
that all parties in the marketplace have equal or similar access to this
information.
All of the Corporation's books, records, accounts and financial statements must
be maintained in reasonable detail, must appropriately reflect the Corporation's
transactions, and must conform both to applicable legal requirements and to the
Corporation's system of internal controls. Unrecorded or "off the book" funds,
assets or liabilities should not be maintained unless permitted by applicable
law or regulation. Senior Officers involved in the preparation of the
Corporation's financial statements must prepare those statements in accordance
with generally accepted accounting principles, consistently applied, and any
other applicable accounting standards and rules so that the financial statements
materially, fairly and completely reflect the business transactions and
financial statements and related condition of the Corporation. Further, it is
important that financial statements and related disclosures be free of material
errors.
Specifically, each Senior Officer must:
1. familiarize himself or herself with the disclosure requirements
generally applicable to the Corporation;
2. not knowingly misrepresent, or cause others to misrepresent, facts
about the Corporation to others, including the Corporation's
independent auditors, governmental regulators, self-regulating
organizations and other governmental officials;
3. to the extent that he or she participates in the creation of the
Corporation's books and records, promote the accuracy, fairness and
timeliness of those records; and
4. in relation to his or her area of responsibility, properly review and
critically analyse proposed disclosure for accuracy and completeness.
CONFIDENTIAL INFORMATION
Employees must maintain the confidentiality of confidential information
entrusted to them by the Corporation of its customers, suppliers, joint venture
partners, or others with whom the Corporation is considering a business or other
transaction except when disclosure is authorized by an executive officer or
required or mandated by laws or regulations. Confidential information includes
all non-public information that might be useful or helpful to competitors or
harmful to the Corporation or its customers or suppliers, if disclosed. It also
includes information that suppliers, customers and other parties have entrusted
to the Corporation. The obligation to preserve confidential information
continues even after employment ends.
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Records containing personal data about employees or private information about
customers and their employees are confidential. They are to be carefully
safeguarded, kept current, relevant and accurate. They should be disclosed only
to authorized personnel or as required by law.
All inquiries regarding the Corporation from non-employees, such as financial
analysts and journalists, should be directed to the Board or the Audit
Committee. The Corporation's policy is to cooperate with every reasonable
request of government investigators for information. At the same time, the
Corporation is entitled to all the safeguards provided by law for the benefit of
persons under investigation or accused of wrongdoing, including legal
representation. If a representative of any government or government agency seeks
an interview or requests access to data or documents for the purposes of an
investigation, the Employee should refer the representative to the Board or the
Audit Committee. Employees also should preserve all materials, including
documents and e-mails that might relate to any pending or reasonably possible
investigation.
COMPLIANCE WITH LAWS
The Employees must respect and obey all applicable foreign, federal, state and
local laws, rules and regulations applicable to the business and operations of
the Corporation.
Employees who have access to, or knowledge of, material nonpublic information
from or about the Corporation are prohibited from buying, selling or otherwise
trading in the Corporation's stock or other securities. "Material nonpublic"
information includes any information, positive or negative, that has not yet
been made available or disclosed to the public and that might be of significance
to an investor, as part of the total mix of information, in deciding whether to
buy or sell stock or other securities.
Employees also are prohibited from giving "tips" on material nonpublic
information, that is directly or indirectly disclosing such information to any
other person, including family members, other relatives and friends, so that
they may trade in the Corporation's stock or other securities.
Furthermore, if, during the course of an Employee's service with the
Corporation, he or she acquires material nonpublic information about another
company, such as one of our customers or suppliers, or you learn that the
Corporation is planning a major transaction with another company (such as an
acquisition), the Employee is restricted from trading in the securities of the
other company.
REPORTING ACTUAL AND POTENTIAL VIOLATIONS OF THE CODE AND ACCOUNTABILITY FOR
COMPLIANCE WITH THE CODE
The Corporation, through the Board or the Audit Committee, is responsible for
applying this Code to specific situations in which questions may arise and has
the authority to interpret this Code in any particular situation. This Code is
not intended to provide a comprehensive guideline for Senior Officers in
relation to their business activities with the Corporation. Any Employee may
seek clarification on the application of this Code from the Board or the Audit
Committee.
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Each Employee must:
1. notify the Corporation of any existing or potential violation of this
Code, and failure to do so is itself a breach of the Code; and
2. not retaliate, directly or indirectly, or encourage others to do so,
against any Employee for reports, made in good faith, of any
misconduct or violations of the Code solely because that Employee
raised a legitimate ethical issue.
The Board or the Audit Committee will take all action it considers appropriate
to investigate any breach of the Code reported to it. All Employees are required
to cooperate fully with any such investigations and to provide truthful and
accurate information. If the Board or the Audit Committee determines that a
breach has occurred, it will take or authorize disciplinary or preventative
action as it deems appropriate, after consultation with the Corporation's
counsel if warranted, up to and including termination of employment. Where
appropriate, the Corporation will not limit itself to disciplinary action but
may pursue legal action against the offending Employee involved. In some cases,
the Corporation may have a legal or ethical obligation to call violations to the
attention of appropriate enforcement authorities.
Compliance with the Code may be monitored by audits performed by the Board,
Audit Committee, the Corporation's counsel and/or by the Corporation's outside
auditors. All Employees are required to cooperate fully with any such audits and
to provide truthful and accurate information.
Any waiver of this Code for any Employee may be made only by the Board or the
Audit Committee and will be promptly disclosed to stockholders and others, as
required by applicable law. The Corporation must disclose changes to and waivers
of the Code in accordance with applicable law.
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