Code of Business Ethics and ConductAll directors, officers and employees of, and consultants to (collectively, the "Members"), Eurasian Minerals Inc. and its subsidiaries (collectively, the "Company" or "we") will comply with this Code of Business Conduct and Ethics (this "Code"), which reaffirms the Company's high standards of business conduct and ethics.
The Company is subject to federal, provincial, state and local Canadian and United States laws, rules and regulations. Members have a duty to ensure the Company complies with these laws, rules and regulations. In addition, the Company will respect and comply with the laws, rules and regulations in the countries in which we operate. In interpreting such laws, rules and regulations, we strive to adopt a course that reinforces our reputation and integrity.
- We respect the confidentiality of information and Members must also respect the confidentiality of information acquired in the course of their work, duties and responsibilities with the Company and its business partners, except when authorized or otherwise legally obliged to disclose such information.
- We have an overriding commitment to the health and safety of our Members, and to being an environmentally and socially responsible corporate citizen in the countries in which we operate. The Company has adopted social and environmental management standards, as described in the Company's Health, Safety, Environment, Labour and Community Policy and Stakeholder Engagement Strategy Template, which incorporate the Performance Standards on Social and Environmental Sustainability, as amended, of the International Finance Corporation (the "IFC"), as applicable to the Company's exploration-stage operations.
- The Company and its Members will act honestly and with integrity, and will handle ethically any actual or apparent conflicts of interest between personal and professional relationships. The Company and its Members will comply with all applicable laws combating bribery and corruption, including Canada's Corruption of Foreign Public Officials Act, the U.S. Foreign Corrupt Practices Act, and local anti-bribery and corruption laws in the countries in which we operate. The Company has also entered into voluntary agreements which require compliance with certain voluntary anti-corruption policies and standards, including such policies and standards of the IFC.
- We will, and expect our Members to also, carry out our duties with due care, competence and diligence, and with a view to the best interests of the Company.
- We will, and expect our Members to also, to the best of our and their abilities, protect the Company's assets and resources and help achieve the responsible use and control of all Company assets and resources employed or entrusted in relation to one's work, duties and responsibilities, and ensure that all Company assets and resources are used only for legitimate business purposes.
- We will, and expect our Members to also, to the best of our and their abilities, ensure that our disclosure is full, fair, accurate, timely and understandable in all reports and other documents that the Company files with, or submits to, government and regulatory agencies, self-regulatory bodies and stock exchanges and in all of the Company's other public communications.
- Members who are aware of suspected misconduct or fraud, violations of law, or violations of this Code must promptly report such matters to the Chief Legal Officer (, the "Compliance Officer"). If you feel uncomfortable reporting suspected violations to these individuals, you may also report such matters anonymously in accordance with the Company's Whistle-Blower Policy. It is against the Company's policy to take any action against any Member for his or her reporting in good faith any violation or potential violation of this Code, the policies, laws and standards referenced in this Code, or any of the Company's other guidelines, codes of conduct or policy statements.
- With respect to compliance with anti-bribery and corruption laws and policies and the Company's social and environmental management standards, the Company encourages all Members to seek clarification from the Compliance Officer in the event of any questions or concerns regarding compliance with such laws and policies. The Company requires all Members to report actual or suspected violations of anti-bribery and corruption laws and policies to the Compliance Officers. With respect to environmental and social management standards, the Company has committed to report potential material violations promptly to the IFC and therefore requires prompt notification by all Members of all potential violations.
- We are committed to providing a work environment that enables all Members to pursue their careers free from discrimination or harassment.
- Using material non-public information to trade in our securities for the account of a Member, or providing a family member, friend or any other person with a "tip" is illegal. All material non-public information is "inside information" and must not be disclosed or used for personal gain or the personal gain of others. Members are also subject to comply with the Company's Corporate Disclosure, Confidentiality and Securities Trading Policy.
- Violations of this Code may lead to disciplinary action, including reprimand, suspension without pay, demotion or immediate discharge.
disclosed as required by applicable laws, rules or securities market regulations.
If you have any questions about this Code or what is expected of our Members, please contact the Chief Legal Officer.
This Code, as amended, was approved by the Board on March 28, 2013.