GOLDEN ARROW RESOURCES CORPORATION (the
"Company" or "Golden Arrow") is committed to the highest standards of
openness and accountability. We believe that trust and integrity are of
vital importance in our business. It is the responsibility of all
directors, officers, employees of the Company, management company
employees, those who provide services to the Company, and its wholly
owned subsidiaries (for the purposes of this Policy, each herein
referred to "Company Personnel") to report violations or suspected
violations in accordance with this Whistleblower Policy. This Policy is
intended to encourage and enable employees and others to raise serious
concerns within the Company rather than seeking resolution elsewhere.
No Company Personnel who in good faith reports a violation shall suffer
harassment, retaliation or adverse employment consequence.
Your most immediate resource is your direct supervisor. He or she may
have the information you need, or may be able to refer the questions to
another appropriate source. There may, however, be times when you
would prefer not to go to your supervisor. You may want
confidential advice about a business ethics dilemma facing you or a
suspected wrongdoing. You may want more information than your
supervisor can give you or you may want to report an ethical concern
about your supervisor's conduct. Examples of such business ethics
dilemmas/wrongdoings may include:
- An unlawful act whether civil or criminal
- Breach of or failure to implement or comply with approved policy
- Knowingly breaching municipal, provincial, state, or federal laws or regulations
- Unprofessional conduct or below recognized, established standards of practice
- Questionable accounting or auditing practices
- Dangerous practice likely to cause physical harm/damage to any person or property
- Failure to rectify to take reasonable steps to report a
matter likely to give rise to a significant and avoidable cost or loss
to the Company
- Abuse of power or authority for any unauthorized or ulterior purpose
- Unfair discrimination in the course of the employment or provision of services
- Any other similar acts
The disclosure can relate to wrongdoings anywhere in the world; it is not restricted to head office.
Any information concerning (a) significant deficiencies in the design or
operation of internal controls which could adversely affect the ability
to record, process, summarize and report financial data; or (b) any
fraud, whether or not material, that involves management or other
Company Personnel who have a significant role in our financial
reporting, disclosures or internal controls should be reported to the
Company Personnel are encouraged to promptly bring to the attention of a
manager or the Compliance Officer any information concerning any actual
or apparent conflicts of interest between personal and professional
relationships involving any Company Personnel who have a significant
role in financial reporting, disclosures or internal controls of the
The Company's Compliance Officer shall be the Chief Financial Officer of
the Company, is appointed by the Board of Directors, and is responsible
for investigating and resolving all reported complaints and
allegations. At his discretion, he shall advise the President, the CEO,
the Chairman and/or the Audit Committee of a reported complaint or
allegation. The Compliance Officer has direct access to the Audit
Committee of the Board of Directors and is required to report to the
Audit Committee at least annually on his compliance activity.
In order to protect anonymity, and to ensure proper record keeping as
required by regulation, the Company uses an external reporting agency
that is the sole link to the Compliance Officer. Whistleblower Security
Inc. is an independent company that serves as an avenue for disclosure
of unethical or illegal activities as observed or witnessed by staff.
Whistleblower Security Inc. offers 24/7 access to confidential methods
of disclosing these activities. Open dialogue within the Company is
encouraged, however, if necessary, the alternative confidential
procedures are provided by Whistleblower Security.
Company Personnel shall promptly bring to the attention of the
Compliance Officer any information they may have concerning evidence of a
material violation of the securities or other laws, rules or
regulations applicable to the Company and the operation of its business
or any violation of the Code of Business Conduct and Ethics.
In most cases, the Company Personnel's supervisor is in the best
position to address an area of concern. However, if Company Personnel
are not comfortable speaking with their supervisor or are not satisfied
with the supervisor's response, Company Personnel are encouraged to
speak with anyone in management with whom they are comfortable or to the
Supervisors and managers are required to report suspected violations to
the Company's Compliance Officer, who has specific and exclusive
responsibility to investigate all reported violations. For suspected
fraud or securities law violations, individuals contact the Company's
Compliance Officer directly.
The Company aims to ensure that all issues raised under this policy are
dealt with speedily and effectively. There are three ways to make a
report through the Whistleblower system: by telephone, online and by
If a disclosure is made to Whistleblower Security, the Complaint-
handler will fully document the specifics and make the information
available to the Compliance Officer. The caller will be given a case
number for the report and asked to check back to address these
If you raise a concern or report suspected wrongdoing by Company
Personnel, the Company will not take action against you even if, after
investigation, there is no finding of wrongdoing, and will not tolerate
retaliation or allow you to be victimized as long as (a) your report was
made in good faith, (b) you believed it to be substantially true, (c)
you were not maliciously making false allegations, and (d) you were not
seeking any personal or financial gain.
Company Personnel shall not confront the individual being investigated,
or initiate independent investigations. In those instances where the
investigation indicates criminal activity, the appropriate law
enforcement agency will be informed.
In order to protect individuals and those accused of misdeeds or
possible malpractice, initial inquiries will be made to decide whether
an investigation is appropriate and, if so, what form it shall take.
The overriding principle with which the Company will act is the interest of the Company and its shareholders.
Some concerns may be resolved by agreed action without the need for
investigation. If urgent action is required, this will be taken before
any investigation is conducted.
Within fifteen (15) working days of a concern being raised, the Compliance Officer will write to you:
- acknowledging that a concern has been received;
- indicating how he/she proposes to deal with the matter;
- giving an estimate of how long it will take to provide a final response
- telling you whether any initial enquiries have been made; and
- telling you whether further investigations will place and if not, why not.
The amount of contact between the persons considering the issues and you
will depend on the nature of the matter raised, the potential
difficulties involved and the clarity of information provided. If
necessary, the Company will seek further information from you.
The Company will take steps to minimize any difficulties which you may
experience as a result of raising a concern. For instance, if you are
required to give evidence in criminal or disciplinary proceedings the
Company will arrange for you to receive advice about the procedure.
The Company accepts that you need to be assured that the matter has been
properly addressed. Thus, subject to legal constraints, we will inform
you of the outcomes of the investigation.
Concerns will be investigated as quickly as possible. It should also be
kept in mind that it may be necessary to refer a matter to an external
agency and this result in an extension to the investigation process.
Also, the seriousness and complexity of any complaint may have an impact
upon the time taken to investigate a matter. A designated person will
indicate at the outset the anticipated time scale for investigating the
If you call one of the official contacts and choose to remain anonymous,
your right to do so will be respected. You should know, however, that
it's normally easier to investigate concerns if you identify yourself
and the others involved. Please note that should you choose to email
any of the official contacts, your e-mail address will show up on your
The Company's legal counsel, corporate security and human resources
personnel will be involved in the process, as appropriate. We will
always inform the appropriate human resources personnel of any suspected
cases of unlawful discrimination or harassment.
Acting with integrity, honesty and in good faith with respect to what is
in the best interests of the Company's stakeholders is fundamental
to the Company's reputation and ongoing success. Golden Arrow is
committed to sustainable growth within the parameters of
protecting the environment, ensuring the safety and well-being
of the Company Personnel, and supporting the communities in which
it operates. The Company Personnel must be committed to upholding
these responsibilities in all facets of the Company's day to day
The Directors shall cause the "Whistleblower Policy" to be posted in hardcopy format for viewing in all Company locations.
The Board of Directors is responsible for approving any updates or
changes to the provisions of this Policy. Additionally, any updates
or changes to the provisions of this Policy must be publicly
disclosed in a prompt manner.
The effectiveness of this Policy will be monitored by the Audit Committee of the Board of Directors.
The Compliance Officer determines if a special meeting of the Audit
Committee is required and shall provide information about the complaint
to all members of the Audit Committee at its next regularly scheduled
meeting. The Chairman of the Audit Committee shall advise the Board of
Directors in writing of all violations.
Amended May 2011