Exhibit 14.1
GRYPHON GOLD CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
Gryphon Gold Corporation ("Gryphon Gold") is committed to the highest
standards of legal and ethical business conduct. This Code of Business Conduct
and Ethics (the "Code") summarizes the legal, ethical and regulatory standards
that Gryphon Gold must follow and is a reminder to our directors, officers and
employees, of the seriousness of that commitment. Compliance with this Code and
high standards of business conduct is mandatory for every Gryphon Gold employee.
INTRODUCTION
Our business is becoming increasingly complex, both in terms of the
geographies in which we function and the laws with which we must comply. To help
our directors, officers and employees understand what is expected of them and to
carry out their responsibilities, we have created this Code. Additionally, we
have created a new position of Ethics Officer to oversee adherence to the Code.
This Code is not intended to be a comprehensive guide to all of our
policies or to all your responsibilities under law or regulation. It provides
general parameters to help you resolve the ethical and legal issues you
encounter in conducting our business. Think of this Code as a guideline, or a
minimum requirement, that must always be followed. If you have any questions
about anything in the Code or appropriate actions in light of the Code, you may
contact the Thomas Sitar (Ethics Officer) or the Chair of the Audit Committee.
We expect each of our directors, officers and employees to read and
become familiar with the ethical standards described in this Code and to affirm
your agreement to adhere to these standards by signing the Compliance
Certificate that appears at the end of this Code. Violations of the law, our
corporate policies, or this Code may lead to disciplinary action, including
dismissal.
WE INSIST ON HONEST AND ETHICAL CONDUCT BY ALL OF OUR DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER REPRESENTATIVES
Our business is built upon excellence in the mining industry. While our
previous achievements are impressive, we strive to embrace future prospects and
challenges in an ethical and fair manner. In achieving this goal, we place the
highest value on the integrity of our directors, officers and employees. In all
of our business dealings, we insist on ethical dealings with others and the
ethical handling of all conflicts of interest between personal and professional
relationships.
Fair Dealing
Directors, officers and employees are required to deal honestly and
fairly with each other and all of our business partners.
Acquisition, development and exploration is the lifeblood of our
organization and it is essential that we perform these activities with
creativity, ingenuity, honesty and fairness. Accordingly, in all of our business
dealings we:
1. prohibit bribes, kickbacks or any other form of improper payment,
direct or indirect, to any representative of government,
government entity, labor union, supplier or other business
partner in order to obtain a contract, commercial benefit or
government action;
2. prohibit our directors, officers and employees from accepting any
bribe, kickback or improper payment from anyone;
3. prohibit gifts or favors of more than nominal value to or from
our business partners;
4. limit marketing and entertainment expenditures to those that are
necessary, prudent, job-related and consistent with our policies;
5. require clear and precise communication in our contracts, our
advertising, our literature, and our other public statements and
seek to eliminate misstatement of fact or misleading impressions;
6. protect all proprietary data that our business partners provide
to us as reflected in our agreements with them;
7. prohibit our representatives from otherwise taking unfair
advantage of our business partners or other third parties,
through manipulation, concealment, abuse of privileged
information or any other unfair-dealing practice.
Conflicts of Interest; Corporate Opportunities
Our directors, officers and employees should not be involved in any
activity that creates or gives the appearance of a conflict of interest between
their personal interests and the interests of Gryphon Gold. In particular,
without the specific permission of our Thomas Sitar, no director, officer or
employee shall:
o be a consultant to, or a director, officer or employee of, or
otherwise operate an outside business that:
>> markets products or services in competition with our
business goals and objectives;
>> supplies products or services to Gryphon Gold; or
>> have any financial interest, including significant stock
ownership, in any entity with which we do business that
might create or give the appearance of a conflict of
interest;
o seek or accept any personal loan or services from any entity with
which we do business, except from financial institutions or
service providers offering similar loans or services to third
parties under similar terms in the ordinary course of their
respective businesses;
o be a consultant to, or a director, officer or employee of, or
otherwise operate an outside business if the demands of the
outside business would interfere with the director's, officer's
or employee's responsibilities to us, (if in doubt, consult your
supervisor or the Thomas Sitar;
o accept any personal loan or guarantee of obligations from Gryphon
Gold, except to the extent such arrangements are legally
permissible; or
o conduct business on behalf of Gryphon Gold with immediate family
members, which include spouses, children, parents, siblings and
persons sharing the same home whether or not legal relatives,
unless approved by two other executive officers of the
corporation.
Directors, officers, and employees must notify the Thomas Sitar or the Chair of
our Audit Committee of the existence of any actual or potential conflict of
interest.
Confidentiality and Corporate Assets
Our directors, officers and employees are entrusted with our
confidential information and with the confidential information of our business
partners. This information may include (1) technical or scientific information
about current and future endeavors, (2) business or marketing plans or
projections, (3) earnings and other internal financial data, (4) personnel
information, (5) lists of current, past, and potential business partners and (6)
other non-public information that, if disclosed, might be of use to our
competitors, or harmful to our business partners. This information is our
property, or the property of our business partners and in many cases was
developed at great expense. Our directors, officers and employees shall:
o Not discuss confidential information with or in the presence of
any unauthorized persons, including family members and friends;
o Use confidential information only for our legitimate business
purposes and not for personal gain;
o Not disclose confidential information to third parties;
o Not use Gryphon Gold property or resources for any personal
benefit or the personal benefit of anyone else. Gryphon Gold
property includes the Gryphon Gold internet, email, and voicemail
services, which should be used only for business related
activities, and which may be monitored by Gryphon Gold at any
time without notice.
WE PROVIDE FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE
Gryphon Gold is committed to providing our shareholders and investors
with full, fair, accurate, timely and understandable disclosure in the reports
that we file with the Securities and Exchange Commission. To this end, our
directors, officers and employees shall:
o not make false or misleading entries in our books and records for
any reason;
o not condone any undisclosed or unrecorded bank accounts or assets
established for any purpose;
o comply with generally accepted accounting principles at all
times;
o notify our Chief Financial Officer if there is an unreported
transaction;
o maintain a system of internal accounting controls that will
provide reasonable assurances to management that all transactions
are properly recorded;
o maintain books and records that accurately and fairly reflect our
transactions;
o prohibit the establishment of any undisclosed or unrecorded funds
or assets;
o maintain a system of internal controls that will provide
reasonable assurances to our management that material information
about Gryphon Gold is made known to management, particularly
during the periods in which our periodic reports are being
prepared;
o present information in a clear and orderly manner and avoid the
use of unnecessary legal and financial language in our periodic
reports; and
o not communicate to the public any nonpublic information except
through our Chief Financial Officer or Chief Executive Officer.
WE COMPLY WITH ALL LAWS, RULES AND REGULATIONS
We will comply with all laws and governmental regulations that are
applicable to our activities, and expect all our directors, officers and
employees to obey the law. Specifically, we are committed to:
o maintaining a safe and healthy work environment;
o promoting a workplace that is free from discrimination or
harassment based on race, color, religion, sex, age, national
origin, disability or other factors that are unrelated to the
Gryphon Gold's business interests;
o supporting fair competition and laws prohibiting restraints of
trade and other unfair trade practices;
o conducting our activities in full compliance with all applicable
environmental laws;
o keeping the political activities of our directors, officers and
employees separate from our business;
o prohibiting any illegal payments, gifts, or gratuities to any
government officials or political party;
o prohibiting the unauthorized use, reproduction, or distribution
of any third party's trade secrets, copyrighted information or
confidential information;
o prohibiting the sale or export, either directly or through our
representatives, of our minerals, ore or other related material
to countries where technology related goods such as ours may not
be sold; and
o complying with all applicable state and federal securities laws.
Our directors, officers and employees are prohibited from trading our
securities while in possession of material, nonpublic ("inside") information
about Gryphon Gold.
REPORTING AND EFFECT OF VIOLATIONS
Compliance with this code of conduct is, first and foremost, the
individual responsibility of every director, officer and employee. We attempt to
foster a work environment in which ethical issues and concerns may be raised and
discussed with supervisors or with others without the fear of retribution. It is
our responsibility to provide a system of reporting and access when you wish to
report a suspected violation, or to seek counseling, and the normal chain of
command cannot, for whatever reason, be used.
Administration
Our Board of Directors and Audit Committee have established the
standards of business conduct contained in this Code and oversees compliance
with this Code. They have also created the position of Thomas Sitar to ensure
adherence to the Code. While serving in this capacity, the Thomas Sitar reports
directly to the Board of Directors.
Training on this code will be included in the orientation of new
employees and provided to existing directors, officers, and employees on an
on-going basis. To ensure
familiarity with the Code, directors, officers, and employees will be asked to
read the Code and sign a Compliance Certificate annually.
Reporting Violations and Questions
Directors, officers, and employees must report, in person or in
writing, any known or suspected violations of laws, governmental regulations or
this Code to either Thomas Sitar or the Chair of the Audit Committee of our
Board of Directors. Additionally, directors, officers, and employees may contact
the Thomas Sitar or the Chair of the Audit Committee with a question or concern
about this Code or a business practice. Any questions or violation reports will
be addressed immediately and seriously, and can be made anonymously. If you feel
uncomfortable reporting suspected violations to these individuals, you may
report matters to Dorsey & Whitney LLP, our outside counsel. The address and
telephone number of these individuals are listed in the attachment to this Code.
WE WILL NOT ALLOW ANY RETALIATION AGAINST A DIRECTOR, OFFICER OR
EMPLOYEE WHO ACTS IN GOOD FAITH IN REPORTING ANY VIOLATION.
Our Thomas Sitar will investigate any reported violations and will
determine an appropriate response, including corrective action and preventative
measures, involving the Chair of the Audit Committee or Chief Executive Officer
when required. All reports will be treated confidentially to every extent
possible.
Consequences of a Violation
Directors, officers and employees that violate any laws, governmental
regulations or this Code will face appropriate, case specific disciplinary
action, which may include demotion or immediate discharge.
NAMES AND ADDRESSES (AS OF [INCLUDE DATE OF INFORMATION])
REPORTING CONTACTS:
[Ethics Officer]: The Chair of our Audit Committee:
Name: Thomas Sitar Name: Rohan Hazelton
Address: 810 1130 West Pender St. Address: Waterfront Centre
Vancouver BC Suite 1560 - 200 Burrard, BC V6C 3L6
Phone: 604 261 2229_________________ Canada: ____________________________
E-mail: tsitar@gryphongold.com E-mail: ____________________________
Reporting Contacts:
Name, address, phone, and e-mail Name, address, phone and e-mail
Additional Reporting Contact:
Our Outside Counsel:
Kenneth Sam, Esq.
Dorsey & Whitney LLP
1420 Fifth Avenue Suite 3400
Seattle, WA 98101
Phone: 206.903.8835
Fax: 206.903.8820