Business Ethics and Anti-Corruption
Why are business ethics and anti- corruption important?
The mining industry operates in a complex and demanding legal and regulatory environment under cyclical market conditions. Mining operations can be located in politically unstable countries. This instability can create economic and regulatory uncertainty, which may provide opportunities for corruption. Globally, the industry is experiencing increased public and government pressure to combat bribery and corruption by improving good governance and transparency of payments made to governments. As a Canadian company listed on the TSX and NASDAQ stock exchanges, Pan American Silver must comply with securities regulations and exchange rules as well as requirements designed to protect investors and the integrity of financial markets. We also must adhere to applicable legislation in the jurisdictions where we operate. Conducting our activities ethically and applying industry best practices at home and abroad are a core component for building and trust with our communities of interest and maintaining our social licence.
Pan American Silver is committed to high standards of corporate governance, ethics and transparency in the conduct of business. Our Global Code of Ethical Conduct and related policies and guidelines combine to provide the fundamental tenets of ethical business practices, set corporate expectations, and guide us to consistently operate responsibly, and in compliance with applicable laws, rules and regulations. We approach tax matters by adhering to local laws and regulations and deal with local tax authorities in a co-operative and open manner.
- Global Code of Ethical Conduct (the Code)
- Global Anti-Corruption Policy (the Policy)
- Gifts and Hospitality Guidelines (the Guidelines)
- Supplier Code of Conduct (Supplier Code)
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 Supplier Code.
- Training – We provide training for employees in roles that may be exposed to corruption risk, such as procurement teams and personnel involved in government relations.
- Whistleblower hotline – Directors, officers, and employees can report actual or potential breaches of 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 an independent service provider.
Monitoring and compliance
- The Board, officers, executives and all senior management⁸ certify compliance with the Code and the Policy annually.
- The legal and compliance teams review and investigate all complaints made through the whistleblower hotline.
- Corporate and site-level compliance and audit functions monitor compliance with the Code, Policy, Guidelines, and relevant procedures.
- The Board’s Audit Committee and Nominating and Governance Committee monitor compliance with the Code.
- The Board provides oversight of the Code and updates the Code, Policy, and Guidelines as necessary to ensure we are meeting evolving good governance and ethics practices.
- The General Counsel oversees our legal compliance and anti-corruption practices.
All directors, officers, and employees 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 2019, 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 staff
- Cyber security assessments
- Entity-wide fraud risk identification interviews
Through this assessment, we identified our most significant potential corruption-related risks as: fraud perpetrated by (or in collusion with) third-party contractors/suppliers; raw materials or supply inventory theft; and government transactions and corruption.
During the year we also:
- Rolled out our Code and Policy to all acquired Tahoe operations.
- Conducted live training at all operations and offices on our Code and Policy.
- Implemented internal controls and questionnaires for employees, suppliers and business partners in order to identify ethics risks or conflicts of interests.
- Developed and approved the Supplier Code.
Reporting and whistleblower hotline
Our whistleblower hotline service enables directors, officers, and employees to anonymously and confidentially report any actual or suspected unethical or illegal activity or violations, including violations of the Code or policies. Non-employees can submit complaints of an ethical, accounting or audit nature by mail, marked private and confidential, to Pan American Silver’s General Counsel.
Every report received is reviewed by the General Counsel and compliance team, and appropriate measures are taken. There were no confirmed incidents of corruption through the Whistleblower hotline and no employee or contractors were dismissed for corruption incidents of breach of the code. The Board did not grant any waivers from Code requirements to directors or executive officers during the year.
We believe that a strong and ethical relationship with our suppliers contributes to business success. In 2019, we released our Supplier Code, which clearly sets out the expectations that our suppliers, and business partners will uphold good governance standards. These standards include:
- Complying with applicable laws
- Conducting business in an ethical and environmentally responsible manner
- Respecting the rights, cultural diversity and customs of local communities and indigenous peoples
- Complying with Pan American Silver’s Global Anti-Corruption Policy and Gifts and Hospitality Guidelines, and Global Human Rights Policy
Suppliers are responsible for ensuring that their employees, contractors, subcontractors, and any agents act in a manner consistent with the Supplier Code. For certain high-risk contracts, we incorporate specific anti-corruptions provisions into the contract terms. We maintain the right to terminate contracts with suppliers that fail to abide by the Supplier Code. We are in the process of implementing a due diligence software program to review and monitor supplier relationships.
Pan American Silver pays taxes on taxable income generated through operations. Our approach to tax matters is aligned with the principles set out in our Code. In all jurisdictions in which Pan American Silver operates, we:
- 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 them 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.
We engage in numerous inter-company transactions, executing all such transactions using arm’s length transfer prices. In accordance with the Organization of Economic Co-operation and Development (OECD), we make every effort 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.
- Roll out of our supplier due diligence process to ensure compliance with our Supplier Code and related policies.
- Develop an online training platform to incentivize ethical behavior and improve employee understanding of the anti-corruption program.
- Implement internal controls and questionnaires for employees, suppliers and business partners in order to identify ethics risks or conflict of interests.
⁸Includes executive officers, vice presidents, country managers, directors, operation and unit managers.
Material Topic: Business ethics and anti-corruption.
Sub-topic: Tax transparency.
Definition: Ensuring good corporate governance through ethical business practices and anti-corruption measures.
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 and selection.
How we’re responding: We have a set of policies and guidelines that, combined, provide the fundamental tenets of ethical business practices.
We approved a Supplier Code of Conduct and are enhancing our supplier due diligence processes.
POTENTIAL RISKS AND IMPACTS
- Unanticipated changes to laws or regulations
- Corruption inside our business or by third parties
205-1 Operations assessed for risks related to corruption; Significant risks related to corruption identified through risk assessment.
205-3 Confirmed incidents of corruption and actions taken.