Business Ethics and Anti-Corruption
Business Ethics and Anti-Corruption
Why is business ethics and anti-corruption important?
The mining industry operates in a complex and demanding legal and regulatory environment under cyclical market conditions. Globally, our industry is experiencing an increase in public and government interest in transparency and a corresponding increase in regulatory requirements. As a Canadian company listed on the TSX and NASDAQ stock exchanges, Pan American Silver must comply with securities regulations and exchange rules and requirements designed to protect investors and the integrity of financial markets. We also must adhere to applicable legislation in the jurisdictions where we operate. We are expected to conduct our activities ethically and apply industry best practices at home and abroad.
|Material Topic||Business ethics and anti-corruption|
|Definition||Ensuring good corporate governance through ethical business practices and anti-corruption|
|Feedback From COIs||The public and governments want increased transparency on issues related to corporate governance. |
Analysts and investors are interested in our approach to supplier screening.
|How We’re Responding||We updated our codes and policies and implemented a whistleblower hotline to improve governance of and compliance with ethical practices.|
We are working to improve our supplier due diligence processes.
Potential Risks and Impacts
- Unanticipated changes to laws or regulations resulting in inadvertent non-compliance
- Corruption in our business or by third-parties
Pan American Silver is committed to high standards of corporate governance, ethics and transparency in the way we conduct our business. Our Global Code of Ethical Conduct and related policies and guidelines together provide the fundamental tenets of ethical business practices, set corporate expectations and guide us to consistently operate in an ethical and responsible manner in compliance with applicable laws, rules and regulations. We approach tax matters by ensuring that we are compliant with all local laws and regulations and deal with local tax authorities in
a co-operative and open manner.
- Global Code of Ethical Conduct (the Code) – Defines the key principles for conducting our business ethically and in compliance with the law, for the way we treat each other, and for working with COIs.
- Global Anti-Corruption Policy (the Policy) – Articulates our position on prohibiting bribery, corruption, and other means of obtaining an improper business advantage.
- Gifts and Hospitality Guidelines (the Guidelines) – Supplement the Policy by providing additional guidance for employees dealing with government officials.
Programs and Initiatives
- Communication – All new employees receive the Code and Policy upon commencement of employment. The Code is posted in key locations at our offices and sites. We inform our key contractors and suppliers of our Code.
- Whistleblower hotline – Directors, officers, and employees may report actual or potential breaches to the Code or Policy via phone or web, in English or Spanish, 24 hours a day, 365 days a year. The hotline is managed by Navex, an independent service provider.
Monitoring and Compliance
- The legal and compliance teams review and investigate all complaints made through the whistleblower hotline.
- The Board, officers, executives and all senior management(1) certify compliance with the Code and the Policy annually.
- The Board’s Audit and Nominating and Governance Committees monitor compliance with the Code. The Board may grant waivers from Code requirements to directors or executive officers. Any such waivers are disclosed in our quarterly reports.
- Our corporate and site-level compliance and audit functions monitor compliance with the Code, Policy, Guidelines, and relevant procedures.
(1) Senior management is defined as director, manager, and superintendent-level positions or the equivalent.
- Our General Counsel oversees our legal compliance and anti-corruption practices.
- The Board updates the Code, Policy, and Guidelines as necessary to ensure we are meeting evolving good governance and ethics practices.
All directors, officers, employees and contractors are required to comply with our Code, Policy, and Guidelines. They are also responsible for reporting any actual or potential unethical or illegal activity.
In 2018, all Pan American Silver operations were assessed for risks related to corruption. Our assessment process included:
- Risk scoping and fraud risk assessment
- Quarterly management and officer questionnaires
- Internal audit assessment and reporting
- Whistle blower system
- Senior management meetings
- Consultations with in-house legal
- Cyber security assessments
- Entity-wide fraud risk identification interviews
As a result of this assessment, we identified our most significant potential corruption-related risks to be: fraud perpetrated by (or colluded with) third party contractors/suppliers; raw materials or supply inventory theft; and government transactions
In 2017 we updated our Code and Policy, created the Guidelines, implemented the whistleblower hotline, and engaged employees. We also launched a training program for employees in roles that may be exposed to corruption risk such as procurement teams and personnel involved in government relations. By the end of 2018, we had trained 357 employees in those higher-risk roles.
We also request that our contractors, suppliers, and business partners respect and uphold our good governance standards. For certain high-risk contracts, we incorporate specific anti-corruptions provisions into the contract terms. We are currently working to expand our supplier due diligence processes.
Reporting and Whistleblower Hotline
Our whistleblower hotline service enables directors, officers, and employees to anonymously report any apparent violations of the Code, Policy, Guidelines or applicable laws. Non-employees can submit complaints by mail to Pan American Silver’s General Counsel, marked private and confidential.
Any reports received are reviewed by the compliance team and appropriate measures are taken. Pan American Silver had no confirmed cases of corruption in 2018. The Board did not grant any waivers from Code requirements to directors or executive officers during 2018.
The Code and Policy are available, in English and in Spanish, on our website.
Our approach to tax matters is aligned with our Code. In all jurisdictions in which Pan American Silver operates, we:
- Make every effort to comply with local tax laws and regulations, including filing appropriate tax returns and related reports on a timely basis. We ensure that tax returns and other reports filed are accurate and complete.
- Seek to maintain a good working relationship with local tax authorities. We respond to all requests for additional information in a timely, transparent, and accurate manner. If disputes arise, we work with the tax authorities to resolve the matters in an efficient and fair manner.
- Undertake tax planning to support the growth and development of the business in accordance with all applicable laws and regulations.
We have an offshore financial entity that provides insurance against certain risks at our worldwide mining operations. The activities of this entity are fully disclosed, as required, under the tax laws and regulations of the jurisdictions in which we operate.
Pan American Silver engages in numerous inter-company transactions. Such transactions are executed using arm’s length transfer prices. In accordance with the Organization of Economic Co-operation and Development (OECD), every effort is made to ensure that these arm’s length transfer prices are supported by the necessary contemporaneous documentation.
Pan American Silver complies with the Canadian Extractive Sector Transparency Measures Act (ESTMA), requiring public reporting of payments made to governments. Our ESTMA reports can be accessed from our website.
- Develop a supplier code of conduct and a standardized supplier due diligence process to ensure compliance with our Code and Policy.
- Develop an online training platform to incentivize ethical behavior and improve employee understanding of the anti-corruption program.
- Develop internal controls and questionnaires for employees, suppliers and business partners in order to identify ethics risks or conflict of interests.