Hard to say what went wrong there but both NW and NL gave themselves options the last two days of the year after a horrid year stock price wise for their shareholders.
Maybe certain companies need to read and write this 500 times:
CODE OF ETHICS
The Board of Directors (the “Board”) of GENCO RESOURCES LTD. (the “Corporation”) has
adopted the following Code of Ethics (the “Code”) for directors and officers of the Corporation.
This purpose of this Code is to:
1. focus the directors and officers on areas of ethical risk;
2. provide guidance to directors and officers to help them recognize and deal with ethical
issues, including conflicts of interest;
3. provide mechanisms to report unethical conduct; and
4. help foster a culture of honesty and accountability, including compliance with applicable
governmental and regulatory laws, rules, policies and regulations and full, fair, accurate,
timely and understandable disclosure in documents sent or submitted to, or filed with,
shareholders and all regulatory authorities.
Each director and officer must comply with both the letter and the spirit of this Code.
No code or policy can anticipate every situation that may arise or replace the thoughtful
behaviour of an ethical director and officer. Directors and officers are encouraged to bring to the
attention of the Board any questions about particular circumstances that may involve the
provisions of this Code.
A. CONFLICT OF INTEREST
Directors and officers must avoid any conflicts of interest between themselves and the
Corporation unless the relationship is approved in advance by the Board. Any situation that
involves, or may reasonably be expected to involve, a conflict of interest with the Corporation,
should be disclosed promptly to the Board. A “conflict of interest” can occur when:
1. A director's or officer’s personal interests are, or may appear to be, adverse to the
Corporation’s interests; or
2. A director or officer, or a member of their immediate family, receives personal benefits,
other than through regular remuneration as a director, officer or employee of, or
consultant to, the Corporation, as a result of their position as a director of officer of the
Corporation.
Some of the more common conflicts which directors and officers should avoid are listed below:
a. Relationship of Corporation with Third Parties
Directors and officers may not receive a personal benefit from someone seeking
to do business, or to retain existing business, with the Corporation unless first
approved by the Board. A director shall not participate in the making of any
decision of the Board involving another firm or company with which the director is
affiliated.
June 30, 2005
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b. Compensation from Sources other than the Corporation
Directors and officers may not accept compensation in any form for services
performed for the Corporation from any source other than the Corporation unless
approved by the Board.
c. Gifts
Directors and officers may not offer, give or receive gifts from parties dealing with
the Corporation where such gift is being made in order to influence the officer’s
actions or the director’s actions as a member of the Board, or where acceptance
of the gifts could create the appearance of a conflict of interest.
d. Personal Use of the Corporation’s Assets
Directors and officers may not use the Corporation’s assets, labour or information
for personal use unless first approved by the Board, or as part of a compensation
or expense reimbursement program available to all directors or officers.
B. CORPORATE OPPORTUNITIES
Directors and officers are prohibited from:
1. Taking for themselves or their companies opportunities discovered through the use of
Corporation’s property (which includes information) or their position as a director or
officer;
2. Using the Corporation's property or information for personal gain; or
3. Competing with the Corporation for business opportunities. However, if the Corporation's
disinterested directors determine that the Corporation will not pursue an opportunity that
relates to the Corporation's business, a director or officer may then do so.
C. CONFIDENTIALITY
Directors and officers must maintain the confidentiality of information entrusted to them by the
Corporation and any other confidential information about the Corporation that comes to them,
from whatever source, in their capacity as a director or officer, except when disclosure is
authorized by the Board or legally required.
For purposes of this Code, “confidential information” includes all non-public information
relating to the Corporation.
D. COMPLIANCE WITH LAWS, RULES AND REGULATIONS; FAIR DEALING
Directors and officers must comply, and oversee compliance by employees, officers and other
directors and officers, with all laws, rules, policies, orders and regulations applicable to the
Corporation, including insider trading laws.
Directors and officers must deal fairly, and must oversee fair dealing by employees and officers,
with the Corporation's customers, suppliers, competitors and employees.
June 30, 2005
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E. ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOUR
Directors and officers should promote ethical behaviour and take steps to ensure the
Corporation:
1. Encourages employees to talk to supervisors, managers and other appropriate
personnel when in doubt about the best course of action in a particular situation.
2. Encourages employees to report to appropriate personnel any violations of laws, rules,
policies, orders and regulations applicable to the Corporation or of this Code.
3. Informs employees that the Corporation will not allow retaliation for reports made in good
faith.
F. COMPLIANCE STANDARDS
Directors and officers should communicate any suspected violations of this Code promptly to
the Board. Violations will be investigated by the Board or by persons designated by the Board,
and appropriate action will be taken in the event of any violations of this Code.
G. WAIVER OF CODE OF BUSINESS CONDUCT AND ETHICS
Any waivers of this Code may be made only by the Board.
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