Exhibit 14
GOLDEN STAR RESOURCES LTD.
COMPANY POLICY
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CODE OF ETHICS FOR DIRECTORS, SENIOR EXECUTIVE AND FINANCIAL OFFICERS AND OTHER
EXECUTIVE OFFICERS
(Updated January 31, 2006)
The business of Golden Star Resources Ltd. (the "Corporation") shall be
conducted with honesty and integrity and in accordance with the highest ethical
and legal standards. This Code of Ethics (the "Code") has been adopted by the
Corporation pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 and the
rules of the American Stock Exchange in order to provide written standards and
guidance to the Corporation's directors, principal executive officer, principal
financial officer, principal accounting officer or controller or those
performing similar functions, and any "executive officers" (as defined under
Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) of the
Corporation not named above (collectively, "Covered Persons") to promote:
1. Honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
2. Compliance with applicable governmental laws, rules and regulations;
3. Full, fair, accurate, timely, and understandable disclosure in reports and
documents that the Corporation files with, or submits to, the Securities
and Exchange Commission and in other public communications made by the
Corporation;
4. The prompt internal reporting of violations of the Code to an appropriate
person or persons identified in the Code; and
5. Accountability for adherence to the Code.
This Code is the sole code of ethics adopted by the Corporation for the purposes
of Section 406 of the Sarbanes-Oxley Act and the rules of the American Stock
Exchange. Insofar as other policies or procedures of the Corporation govern or
purport to govern the behavior or activities of Covered Persons, such policies
and procedures are superseded by this Code to the extent that they overlap or
conflict with the provisions of this Code. In addition, such policies and
procedures shall not be deemed in any way to define or broaden the obligations
of Covered Persons under this Code.
1. Honest and Ethical Conduct
The Corporation is committed to compliance with the highest ethical standards in
pursuing its business interests, and expects Covered Persons to observe those
standards. Stated generally, the ethical standards to which the Corporation is
committed, and for which all Covered Persons are individually accountable, are
as follows:
GSR 2006 Code of Ethics for Directors and Officers Page 1 of 4
A. Conducting the Corporation's business in compliance with applicable
governmental laws, rules, and regulations.
B. Dealing ethically with employees, contractors, suppliers, customers and
others.
C. Avoiding situations where personal interests are, or appear to be, in
conflict with the Corporation's interests.
D. Responsibly using and protecting the Corporation's assets, including
property, equipment, facilities, funds and information.
E. Maintaining confidentiality of nonpublic information and not acting on such
information for personal gain.
Some of these ethical standards are discussed in more detail below.
2. Compliance with Law
The Corporation and all Covered Persons should respect and comply with
applicable laws, rules and regulations of Canada and the United States and the
other countries and state, local and other jurisdictions in which the
Corporation conducts its business.
The Corporation is subject to legal requirements that are both numerous and
complex. All Covered Persons should undertake to understand those laws that
apply to them in the performance of their jobs and take steps to ensure that the
Corporation's operations with which they are involved are conducted in
conformity with those laws. The failure of Covered Persons to adhere to the
letter and the spirit of the law could result in both personal and corporate
criminal liability. Each Covered Person is personally responsible for complying
with the law.
3. Conflicts of Interest
All Covered Persons have a duty to avoid business, financial or other
relationships which might either conflict with the Corporation's interests or
compromise their loyalty to the Corporation. A "conflict of interest" exists
when a person's private interest interferes or conflicts, or appears to
interfere or conflict, with the interests of the Corporation or the person's
duties to the Corporation. Conflicts of interest may also arise when a person,
or members of his or her family, receives improper personal benefits as a result
of his or her position in the Corporation.
Covered Persons are prohibited from (a) taking for themselves personally
opportunities that properly belong to the Corporation or are discovered through
the use of corporate property, information or position; (b) using corporate
property, information or position for personal gain; and (c) competing with the
Corporation.
4. Public Reporting
As a public company, it is of critical importance that the Corporation's public
disclosures, including filings with the Securities and Exchange Commission, be
accurate and timely. A Covered Person may be called upon to provide necessary
information to ensure that the Corporation's public disclosures are accurate,
fair and understandable. The Corporation expects Covered Persons to take this
responsibility seriously and to provide appropriate answers to inquiries related
to the Corporation's public disclosure requirements.
GSR 2006 Code of Ethics for Directors and Officers Page 2 of 4
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.
5. Compliance with this Code
Covered Persons are expected to comply with all of the provisions of this Code.
The Board of Directors will have primary authority and responsibility for the
enforcement of this Code. Any suspected violation of this Code shall be promptly
reported to the Chairman of the Board of Directors (the "Board") or Allan J.
Marter, the Chief Financial Officer of the Corporation (the "Compliance
Officer"). The Chairman of the Board and the Compliance Officer may be reached
as follows:
Chairman of the Board Compliance Officer
c/o Golden Star Resources Ltd. c/o Golden Star Resources Ltd.
10901 W. Toller Drive 10901 W. Toller Drive
Suite 300 Suite 300
Littleton, Colorado 80127 Littleton, Colorado 80217
Email : amarter@gsr.com
The Compliance Officer shall forward all information received concerning a
possible violation of this Code to the Board. If the Board receives information
regarding an alleged violation of this Code, then the Board shall evaluate such
information as to gravity and credibility and if necessary, initiate an informal
inquiry or a formal investigation with respect thereto.
The Board shall enforce this Code through appropriate disciplinary actions. It
shall determine whether violations of this Code have occurred and, if so, shall
determine the disciplinary actions to be taken against any Covered Person who
has violated the Code. The disciplinary actions available to the Board include
counseling, oral or written reprimands, warnings, probations or suspensions
(with or without pay), demotions, reductions in salary, terminations of
employment, and restitution.
For the avoidance of doubt, the jurisdiction of the Board shall include, in
addition to the Covered Person that violated this Code, any other employee
involved in the wrongdoing such as (i) persons who fail to use reasonable care
to detect a material violation and (ii) persons who withhold material
information about a suspected violation of this Code when requested to divulge
such information.
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Situations that may involve a violation of this Code may not always be clear.
Covered Persons are encouraged to discuss questions or concerns about violations
of laws, rules or regulations with the Chairman of the Board or the Compliance
Officer.
6. Amendment and Waiver
This Code may only be amended by the affirmative vote of a majority of the
Board, and any waiver or implicit waiver of this Code must be approved by the
Board. All amendments or waivers of the Code shall be disclosed promptly, but in
no event more than five business days after such amendment or waiver, if and in
the manner prescribed by the Securities and Exchange Commission, the American
Stock Exchange, and as otherwise required by law.
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