How we govern ourselves
How you do anything, is how you do everything. Purebase maintains a steadfast commitment to sound and effective corporate governance. We believe strong corporate governance contributes to both our financial market stability and our growth.
The Purebase Code
Our Purebase Code of Business Conduct and Ethics embodies our commitment to conduct our business not only in accordance with all applicable laws, rules and regulations, but to the highest ethical and environmental standards. All directors, officers, and employees are expected to adhere to these guiding principles and procedures, and we hold our consultants and suppliers to these same high levels.
The Purebase Code is not exhaustive, since no statement of principles and procedures can offer a complete guide to cover all possible situations. However, Purebase’s directors, officers and employees are expected to, and strive to observe both the spirit and the letter of the Code.
We are proud to be a publicly traded company on the US stock exchange (OTCQB:PUBC). It is our policy that the information in our public communications, including filings with securities regulatory authorities, be full, fair, accurate, timely and understandable. All employees and directors who are involved in Purebase’s disclosure process are responsible for acting in furtherance of this policy. In particular, these individuals are required to be familiar with the disclosure requirements for the Corporation and are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit, material facts about the Corporation to others, whether within or outside the Company, including the Company’s independent auditors. Additionally, our employee and directors, with a supervisory role here at Purebase, are required to discharge their responsibilities diligently.
Purebase CEO, Mr. Scott Dockter, is the only official spokesperson for our Company and is ultimately responsible for all marketing, public relations, and communications, including all contact with the media, shareholders, analysts and other members of the investment community. Mr. Dockter relies and works closely with the Company’s marketing, business development, and operational teams to compile, create, and disseminate information on the Company’s behalf, but ultimately he is responsible for publicly facing statements on behalf of the Company.
Compliance with Laws, Rules and Regulations
Purebase conducts its business in full compliance with all applicable governmental laws, rules and regulations. Each employee and director is expected to adhere to the standards and restrictions imposed by those laws, rules and regulations. Its that simple. For greater certainty, bribery (either providing a bribe or receiving a bribe) is against the law and is strictly prohibited.
We seek to outperform our competition fairly and honestly. We’d like to help farmers create an abundance of food, while conserving more, and doing no harm; to win back the farm from the big corporate chemical companies. We do not seek competitive advantages through illegal or unethical business practices. Stealing proprietary information, possessing or using trade secrets obtained without the owners’ consent, or inducing such disclosures by past or present employees of other companies is prohibited, and just plain wrong.
Our employees and directors are expected to deal fairly with the our service providers, suppliers, competitors and employees. No employee or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.
We are a publicly traded company and it is our policy that the information in our public communications, including filings with securities regulatory authorities, be full, fair, accurate, timely and understandable – – and this means to ALL shareholders without exception, AND at the same time.
Securities laws provide strict guidelines for criminal and civil liability for any persons who engage in illegal insider trading or illegally transmit undisclosed material information relating to Purebase or, in certain circumstances, the securities of entities with which Purebase has entered into or may enter into a transaction. These sanctions are intended to ensure that no one who is in possession of or has knowledge of undisclosed material information takes advantage of such information by trading in securities of Purebase or such other entities.
All employees and directors in Purebase are aware of these sanctions because insiders of Purebase who do not have personal knowledge of material undisclosed information could nonetheless put themselves and Purebase in an embarrassing position and could be subject to legal liability should they trade in securities of Purebase coincidentally before the public announcement of material information. Purebase has therefore adopted a formal Insider Trading and Reporting Policy, a copy of which has been provided to and must be reviewed by all insiders and which, among other things, requires prior notification of any proposed trades in Purebase securities.
Equal Employment Opportunity and Harassment
Purebase is committed to maintaining a workplace environment in which ability and performance are recognized, free from any form of discrimination contrary to law and discrimination on the basis of personal relationships.
We are proud to make personnel decisions on the basis of merit and contribution to the success of our organization. Concern for the personal dignity and individual worth of every person is an indispensable element in our standard of conduct. As such, Purebase affords equal employment opportunity to all qualified persons without regard to any impermissible criterion or circumstance. This means equal opportunity in regard to each individual’s terms and conditions of employment and in regard to any other matter that affects in any way the working environment of our employees. We do not tolerate or condone any type of discrimination prohibited by law, including harassment.
Purebase strives to reach the highest standards in human health, minimize our impact on the environment, and work cooperatively with our local communities as good community stewards.
We consider the creation of economic prosperity for our stakeholders in a manner that is safe, socially responsible and environmentally friendly to be a core and fundamental value.
To achieve our corporate responsibility objectives, we are committed to:
- Conducting our activities in ways that respects cultures, customs, social values, laws and human rights of the communities we work in.
- Focusing on understanding the interaction between our activities and the environment, and seek ways to protect and maximize sustainable development.
- Promoting a work environment in which the health and safety of people are always our first priorities.
- Maintaining the highest standards of corporate governance, ethics and honesty in all of our dealings, and operating in compliance with the law, wherever we work.
- Conducting all of our activities in accordance with accepted standards in the protection and promotion of human rights. We respect the cultural and historical perspectives and rights of those affected by our operations, in particular indigenous peoples.
Purebase is committed to operating in a socially and environmentally conscious manner and for the betterment of local communities. To meet these goals and ensure the health and safety of people and the environment, we are committed to:
- Follow all the laws of the country and local communities where we operate;
- Maintain best practices for mining, health and safety and the environment;
- Understand and control risks related to safety, the environment, and the community;
- Maintain respectful relationships with the communities in which we operate;
- Operate our business in a highly ethical manner while supporting our strategy and vision.
Purebase is committed to the protection of life, health and the environment for present and future generations. We will focus our resources to achieve shareholder profitability in all of our operations without neglecting our commitment to sustainable development. We will respect the needs and culture of the local communities.
To meet our responsibilities, we will provide our employees with the necessary resources to:
- Design, construct, operate and close our facilities to comply with applicable local regulations and laws and to meet international guidelines.
- Promote employee commitment and accountability to this policy.
- Promote the development and implementation of effective systems to minimize risks to health, safety and the environment.
- Work cooperatively with government agencies, local communities, educational institutions and suppliers to achieve safe handling, use and disposal of all our materials, resources and products.
- Use the best technologies to continuously improve the safe, efficient use of resources, processes and materials.
To achieve these goals, we commit to:
- Assessing the potential environmental impacts of any new undertaking with an objective of minimizing them.
- Designing and operating our facilities to ensure that effective controls are in place to minimize risks to health, safety and the environment.
- Implementing an emergency response plan to minimize the impacts of unforeseen events.
- Providing training and resources to develop environmentally responsible employees.
- Ensuring that environmental factors are included in the purchase of equipment and?materials.
- Ensuring that contractors operate according to our environmental policy and procedures.
- Complying with all applicable environmental laws and regulations.
- Communicating with employees, the public, government agencies and other stakeholders on activities involving health, safety and the environment.
- Regularly verifying environmental performance and implementing any required corrective?action.
- Minimizing the generation of hazardous and non-hazardous waste and ensuring proper disposal of all wastes.
- Implementing measures to conserve natural resources such as energy and water.
- Rehabilitating sites in accordance with regulatory criteria and within the established?time frame.
Health & Safety Policy
We are committed to the health, safety and the well-being of our workforce and will strive to achieve an incident-free workplace in a complete and inclusive manner.
To achieve our health and safety objectives we will:
- Promote health and safety in all aspects of our work, family and local community.
- Develop and implement effective management systems to identify, minimize and manage health and safety risks in the workplace.
- Provide the resources to achieve a safe and healthy work environment for all of our people.
- Provide training and information to enable all our people to work safely and competently.
- Comply with applicable regulations, laws and international guidelines.
- Strive for continuous improvement.
- Recognize and reward good safety performance.
To achieve these goals, we are committed to:
- Promoting the concept that all loss due to accidents-incidents is preventable.
- Encouraging and expecting safety leadership from all employees at all levels.
- Encouraging a safety leadership that demonstrates a personal commitment and accountability to our safety principles.
- Establishing a workplace environment that is supportive of all employees accepting responsibility.
- Acting responsibility in the process of managing workplace risks.
- Providing adequate training for all employees, at all levels of exploration, development, construction and operations.
- Establishing and implementing proper health and safety systems and processes to manage and control workplace risks.
- Designing and operating our facilities to ensure that effective controls are in place to mitigate health and safety risks.
- Providing professional safety staff to plan and direct safety-risk management performance and implement any required corrective actions.
- Minimizing the generation of hazardous conditions and ensuring controls are in place.
Political and Charitable Activities
Purebase recognizes the interests of employees in being involved in political activities, including the support of political candidates and the expression of opinions on political or public issues.
Similarly, Purebase recognizes and encourages employees’ involvement in charity and community service and the making of charitable donations.
However, in both cases, employees should make it clear that they are acting or speaking on their own behalf and not on behalf of Purebase in engaging in such activities or making such donations unless they are authorized by the Board of Directors to act on the Company’s behalf.
Donations of Purebase’s funds or assets and the use of Purebase’s name in support of political or charitable causes are only ever made by the CEO under the direction of the Board of Directors.
Employees and directors owe a duty to the Company to advance the Company’s legitimate business interests when the opportunity to do so arises. Employees and directors may not take for themselves (or direct to a third party) a business opportunity that is discovered through the use of the Corporation’s property, information or position, unless Purebase has already been offered the opportunity and turned it down. More generally, employees and directors are prohibited from using corporate property, information or position to compete with the Company.
In carrying out Purebase’s business, employees and directors often learn confidential or proprietary information about the Company, its customers, suppliers, business partners, or other third parties. Employees and directors must respect and support the confidentiality of such information, except when disclosure is authorized or legally mandated.
Confidential or proprietary information includes, among other things, any non-public information concerning the Corporation, including its businesses, financial performance, results or prospects, and any non-public information provided by a third-party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed, and respect the Disclosure Controls, Procedures and Policies under “Disclosure of Material Information”, “Rumours”, “Quiet Periods” and “Maintaining Confidentiality”.
The calculation of ore reserves and other mineral resources is to be made in a manner consistent with applicable laws, and the Company’s policies and procedures. Ore reserve and other mineral resource estimates are considered confidential until made public by an officer with proper authority. Compliance with all legal requirements for the delineation of ore reserves and other mineral resources is critical.
Ore reserves are one of the primary bases for the valuation of the Corporation’s securities. The other is the market size of our products in the agriculture and construction industries and our ability to service these markets and continue to service these markets in years to come. As such, accurate and timely disclosure of ore reserve and mineral resource data is critical to the integrity of the Corporation within the investment community.
Email and Internet
Email and Internet systems are provided for business use for every employee and director of Purebase. However, the use of emails is not entirely secure and may be susceptible to viruses or interception, and certainly creates a permanent record. Any email sent may be printed by the recipient and forwarded by the recipient to others, and is probably retained on our computer systems for a substantial period of time. Therefore, employees, directors, suppliers, customers, and the general public should exercise the same care, caution and etiquette in sending an email message as they would in normal written business communications. Of course, it goes without saying, in relation to our Internet connection, it is forbidden for any employee or director to download any data that is unprofessional or inappropriate for business use.
Giving and Receiving Gifts or Benefits
Employees and directors are not allowed to give nor receive on behalf of Purebase, extravagant gifts or excessive entertainment nor benefits from others. Modest gifts and reasonable entertainment may be given or received for business purposes by appropriate employees or directors, where legally permitted and in accordance with local business practices or customs, and with persons or entities doing business or seeking to do business with the Company. No gift or entertainment should be of such value as to constitute a real personal enrichment for the recipient, nor to be perceived as such. Certainly cash or cash value vouchers are never given nor accepted. Gifts or entertainment given or received on behalf of the Company should be of a nature and amount that avoid embarrassment and would not reflect unfavorably on the Company, nor the recipient, if subjected to public scrutiny.
Compliance and Reporting
Employees and directors of Purebase are expected to take all responsible steps to prevent a violation of the Purebase Code, and to identify and raise potential issues before they lead to problems, and to seek additional guidance when necessary. Any employee or director who becomes aware of any existing or potential violation of our Code of Ethics are able to confidentially and anonymously register a complaint.
Conflicts of Interest
A “conflict of interest” occurs when an individual’s personal interest improperly interferes with the interests of Purebase. Conflicts of interest are prohibited as a matter of policy, unless they have been approved by the Board of Directors acting in the best interest of the Corporation. In particular, an employee or director must never use or attempt to use his or her position at the Corporation to obtain any improper personal benefit for himself or herself, for his or her family members or for any other person.
Outside Business Activities and Other Interests
We recognize and respect a directors or employee’s right to take part in financial, business and other activities outside their jobs. However, these activities must be free of conflict with their responsibilities at Purebase. To ensure that employees give their full attention to their work and their undivided loyalty to the Company, employees are discouraged from acquiring any interests or participating in any activities that might reasonably be regarded as creating an obligation or distraction affecting their ability to act solely in the Corporation’s best interests or depriving the Corporation of the time or attention required to perform their duties properly.
Employees must obtain express written permission from their immediate supervisor prior to taking on or engaging in any business, commercial or financial interests or activities that might reasonably be regarded as creating an actual or potential conflict with their duties of employment.
Each employee of the Corporation who has executive or supervisory responsibility is required to see that actions taken and decisions made within his or her jurisdiction are free from the influence of any interests that might reasonably be regarded as conflicting with those of the Corporation.
Financial Controls and Records
The Corporation’s accounting and financial records must reflect, in an accurate, complete and timely manner, all transactions affecting the Corporation in order to meet applicable legal requirements and to ensure proper preparation of the Corporation’s financial statements in accordance with the applicable generally accepted accounting principles. Transactions must be properly authorized and approved and recorded in accordance with both the applicable generally accepted accounting principles and the highest standards of integrity. Accounting and financial records must be adequately protected from destruction or tampering.
The objective of these controls is to provide assurance that all assets are adequately protected, properly used and the financial records accurately reflect the assets and liabilities of the Corporation. All employees and directors who have control over Purebase assets are responsible for knowing what can go wrong in their area of responsibility, and to be alert for symptoms of wrongdoing, loss or errors. No person may conceal information from management, the Corporation’s internal or external auditors or legal counsel.
Internal control provides the Corporation with a system of “checks and balances” to assist in ensuring that accounting and administrative policies are complied with throughout the Corporation. This is not only a good business practice, but also ensures compliance with the various securities and tax laws to which the Corporation is subject.
Mineral reserves and resources must be defined, calculated and disclosed in a manner consistent with applicable laws and regulations and Purebase’s established procedures.
Waivers of the Code of Ethics
The Corporation may waive certain provisions of the Code of Ethics when deemed absolutely appropriate under the circumstances. Any employee or director who believes that a waiver may be called for should discuss the matter with the Appropriate Ethics Contact. Waivers will be disclosed as required under applicable securities commission and stock exchange rules.
As we grow, our governance standards may change and the governance practices defined herein will be reassessed and modified as needed.
We hope this helps explain why we do what we do, and why we believe how you do anything, is how you do everything. Should you have any questions, comments, or concerns, we invite you to contact us to share them.