Procedure and Methods for Reporting Potential Misconduct
The purposes of this policy are to further the commitment of Coeur Mining, Inc. (the “Company”) to maintaining high ethical standards of conduct and to comply fully with applicable laws and governmental regulations. This policy describes the procedures and mechanisms available for reporting potential misconduct.
Any person may communicate a report of potential misconduct to the Company pursuant to the procedures provided herein without fear of retaliation of any kind. The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate or tolerate discrimination against any employee based upon the employee’s good faith reporting of potential misconduct.
Procedure and Methods for Reporting Potential Misconduct
Employees may submit a written report of potential misconduct by mail to Casey M. Nault, Senior Vice President and General Counsel, at 104 S. Michigan Avenue, Ste. 900, Chicago, Illinois 60603, United States of America, by email to CNault@coeur.com or by voicemail message on the whistleblower hotline. Employees also may submit a report involving the General Counsel directly to the Chair of the Audit Committee by sending the report to 104 S. Michigan Avenue, Ste. 900, Chicago, Illinois 60603, United States of America, marking it as confidential and to be delivered directly to the Audit Committee Chair.
Whistleblower Hotline Phone Numbers by Country:
United States: 1-855-742-2085
Individuals may submit any report on a confidential and anonymous basis. If an employee chooses to identify himself or herself, the identity of the person making the report will be maintained to the maximum extent possible. Credible complaints and concerns submitted in good faith will be brought to the attention of the Chair of the Audit Committee who will oversee the treatment of the report and the implementation of the procedures described herein.
Any report of potential misconduct shall include, to the extent possible, any of the following:
- A detailed description of the activity or issue;
- The individuals involved;
- Relevant time periods and locations;
- Any immediate or urgent concerns;
- Any additional information that is important and relevant to the report of potential misconduct.
The following are examples of reportable matters:
- Any questionable accounting or auditing matter or practice that relates to, or results in, the preparation of financial statements of the Company that do not comply with generally accepted accounting principles;
- Any fraudulent or intentional error in the preparation or audit of the Company’s financial statements or in the recording or maintaining of the Company’s financial records;
- Any noncompliance with, or deficiencies in, the Company’s internal accounting controls;
- Any false statement, misrepresentation or failure to report information to or by an executive officer of the Company or member of the Company’s accounting, financial or internal auditing staff, regarding a matter contained in the Company’s financial records, financial statements or financial reports or in the report prepared by the Company’s independent auditor regarding the financial statements;
- Any noncompliance by a senior executive or financial officer of the Company with the Company’s Code of Business Conduct and Ethics relating to accounting, internal accounting controls or auditing matters;
- Other possible violations of applicable law, including but not limited to U.S. federal securities laws, environmental, health and safety laws or the U.S. Foreign
- Corrupt Practices Act or other applicable anti-bribery laws;
- Matters related to the independence of the Company’s outside auditor;
- Allegations involving criminal conduct or potential criminal conduct; or
- Matters that could create a conflict of interest.
Treatment of Reports
Upon receipt of a report of potential misconduct the following procedure will be followed:
- The General Counsel will evaluate the report to assess the nature, scope and impact of the potential misconduct.
- If the individual has identified himself or herself, the General Counsel will acknowledge receipt of the report to the individual.
- The report of potential misconduct will then be reported by the General Counsel to the Chair of the Audit Committee who will oversee the treatment of the report.
- The Chair of the Audit Committee may assign initial responsibility for the matter to the General Counsel, the Company’s internal auditing staff, other counsel, one of the other members of the Audit Committee or to such other person deemed appropriate by the Chair of the Audit Committee. The Audit Committee Chair or member may share the reported information with the Company’s internal auditing staff, the Company’s independent auditor or such other persons as the Audit
- Committee Chair or member determines to be appropriate, except as noted below with respect to confidentiality.
- Following such review or investigation, the complaint or concern will be brought to the attention of the full Audit Committee at its next scheduled meeting, which will then determine the appropriate corrective action to be taken, if any.
In addition, the Vice-President, Internal Audit has the authority to communicate directly to the Audit Committee, promptly, about actual and alleged violations of law or the Company’s Code of Business Conduct and Ethics, including any reports that involve criminal conduct or potential criminal conduct.
Confidentiality of Reporting
Confidentiality will be maintained to the maximum extent possible, to the extent that the Company can do so consistent with its obligations to investigate and remedy the matter and, if appropriate, to report the matter to government officials.
Retention of Complaints or Concerns and Related Records
The General Counsel will maintain a record setting forth information regarding the receipt, investigation and final disposition or resolution of all complaints and concerns and shall submit to the Audit Committee a periodic summary report of such information. Copies of complaints and concerns, if written, and the General Counsel’s record relating thereto will be maintained in accordance with the Company’s document retention policies.
Distribution of this Policy
A copy of this Policy shall be distributed to all employees of the Company and its subsidiaries.
Questions and Administration
The Company strongly encourages any employee, who has questions about this policy, to contact Jess Birtcher, Vice-President, Internal Audit or Casey M. Nault, Senior Vice President and General Counsel, at 312-489-5800. The general supervision and administration of this policy is the responsibility of the Vice President and General Counsel and any deviations or exceptions must be approved by him or her.
Authorization and Amendments
This policy has been adopted by the Audit Committee of the Company’s Board of Directors. Material substantive amendments are subject to the further approval of the Audit Committee. Administrative and non-material amendments may be approved by the General Counsel.