Corporate Governance

These corporate governance principles and ethical guidelines describe Nordic Mining’s commitment and requirements in connection with issues related to corporate governance, including issues of ethical or moral nature.They are part of Nordic Mining’s corporate governance rules and apply to all employees, board members, hired personnel, consultants and others who act on behalf of Nordic Mining (the “person”).
 

Nordic Mining will maintain an open dialogue on ethical issues. Nordic Mining’s ability to create value is dependent on applying high ethical standards in relation to the market, its owners, employees, partners, customers and suppliers.

Nordic Mining will ensure that the ethical guidelines are made known and that necessary training is offered on a regular basis. Each person must ensure that they are familiar with and perform their duties in accordance with the requirements set out in this document and applicable laws and regulations.

Corporate values and main ethical values

Nordic Mining’s core corporate values as defined by the board of directors are:

• use of local knowledge in the areas where Nordic Mining operates
• focus on environmental issues
• develop and use the advanced technology
• swift and aggressive exploration
• active maintenance of adequate funding

with the aim to be an integrated mining company within exploration and production high-end minerals and metals, utilizing new technology for identification of ores and deposits.

Important values for Nordic Mining are equal treatment of shareholders, fair play, open-mindedness and innovation. Nordic Mining will treat all shareholders equally no matter their shareholding or connection to the company. Nordic Mining will comply with applicable laws and regulations, including the Oslo Stock Exchanges rules on corporate governance. Nordic Mining will act in an ethical, sustainable and socially responsible manner, having among other high regard for human rights and the natural environment. Nordic Mining will use its best efforts to be a leading mining company on both the working environment and the natural environment. Nordic Mining does not accept any form of discrimination of its own employees or others involved in the company’s activities.

Nordic Mining is firmly against any form of corruption or bribery. Nordic Mining will use its best efforts to ensure that this does not occur within the company and will report any corruption or bribery to the authorities. Nordic Mining will compete in the market place in a fair and ethically justifiable manner.

Information, accounting and reporting 

All information, including financial information, given by Nordic Mining will be communicated accurately and fully, both internally and externally. The communication will be based on openness and the requirement for equal treatment of all participants in the market. All information distributed to the shareholders will also be published on the web side of Nordic Mining at the same time as it is sent the shareholders.

All financial and accounting information shall be correct, registered and reproduced in accordance with laws and regulations, including relevant accounting standards. Nordic Mining will provide complete, correct and accurate statements in its reports to supervisory authorities and others. The periods of reporting of financial information will be as set out in applicable rules and regulations, and no other financial information will be communicated to participants in the market unless all the market is simultaneously informed through the publishing of presentation to analysts and similar.

Investor relations

Nordic Mining will fulfill the requirements for disclosure set by laws, regulations and the Oslo Stock Exchange. Nordic Mining believes that sufficient, objective and timely information to the market is imperative, irrespective of whether the information is positive or negative for the company. Such information shall be disclosed simultaneously and on an equal basis to investors, analysts and other market players.

The managing director and chief financial officer of Nordic Mining are the sole spokespersons of the company. Other officers or employees are not entitled to communicate with shareholders, investors or analysts. In connection with news releases other contact persons can be named, but their authority is limited to the specific issue at hand.

Equity and dividends

Nordic Mining intends to follow a dividend policy favorable to the shareholders. The amount of any dividends to be distributed will be dependent on the Company’s investment requirements and rate of growth as well as the general development and financing of the Company.

Take-overs

In a take-over situation the board of directors will focus on and use its best efforts to ensure equal treatment of the shareholders, and further to have the best interest of the shareholders in mind regarding price and other conditions.

Transactions that in effect have as a consequence a sale of Nordic Mining’s business as a whole will be subject to approval by the general meeting.

Relations with suppliers, partners and customers 

Nordic Mining will conduct its business in such a way that suppliers, partners and customers can rely on the company. Nordic Mining expects suppliers and partners to adhere to ethical standards, which are consistent with Nordic Mining’s ethical standards.

Personal conduct

Nordic Mining expects high ethical behavior of everyone who acts on behalf of the company. The person must abide by applicable laws and regulations and carry out their duties in accordance with the requirements and standards that apply in Nordic Mining.  

Nordic Mining requires that the person treat everyone with whom they come into contact through their work or work related activities with courtesy and respect. The person must refrain from all conduct that can have a negative effect on colleagues, the working environment or otherwise.

Nordic Mining’s property and assets must be treated in a proper manner and only be used for the purpose, which they are intended to serve. The person must protect Nordic Mining’s property and assets against loss, damage and abuse.

Confidentiality

No unauthorized person shall have access to any information regarding the activities of Nordic Mining that may be considered a business secret. Each person involved in the activities of Nordic Mining must prevent any unauthorized person from gaining such access.

Any person receiving confidential information in the ordinary course of the business of Nordic Mining shall keep such information confidential. The individual must comply with the requirements for confidential treatment of all such information, except when disclosure is authorized or required by law. The duty of confidentiality continues to apply after termination of the employment relationship or after an assignment has been completed.

Insider trading 

No person may use, or contribute to others using, insider information about Nordic Mining or other companies to subscribe for or trade in securities, either privately or on Nordic Mining’s behalf. Insider information is information capable of affecting the price of securities and which is not publicly available or generally known to the market. Reference is made to the inside trading rules and regulations passed by the Board of Directors and applicable law.

Conflict of interest 

All transactions between Nordic Mining, other group companies, affiliated companies and persons and other customers or suppliers, shall be made on market terms.

Members of the Board of Directors of Nordic Mining and its employees must behave impartially in all business dealings and not give other companies, organizations or persons improper advantages. If a member of the Board of Directors or the executive management has a material interest in a transaction or other matter involving the company, he or she shall ensure that the Board of Directors is notified of the situation immediately.

In the event of any not immaterial transactions between the company and its shareholders, members of the Board of Directors, members of the leading management or close affiliated persons or companies, the Board of Directors will ensure that a valuation is obtained from an independent third party. This also applies to transactions between companies within the Nordic Mining group where any of the companies involved have minority interests.

No one must be involved in or deal with any matter in which they themselves, their spouse, partner, co-habitant, close relative or any other person with whom they have close relations, has a direct or indirect financial interest. Nor may anyone work on or deal with any matter where there are other circumstances that might undermine trust in the person’s own impartiality or to the integrity of the work. A person must not use the property of Nordic Mining or information acquired through their position or office in Nordic Mining for personal advantage or for the purpose of competing with Nordic Mining.

Board of Directors

The Board of Directors shall be composed so as to ensure that the Board of Directors can attend to the common interests of all shareholders and meet the company’s need for expertise, capacity and diversity. The composition of the Board of Directors shall ensure that it can operate independently of any special interests. At least half of the shareholder-elected members of the Board of Directors shall be independent of the company’s management and material business contacts. At least two of the members of the Board of Directors elected by the shareholders shall be independent of the company’s main shareholders. The Board of Directors shall not include representatives of the executive management.

The remuneration of the Board of Directors shall reflect the responsibility, expertise, time commitment and the complexity of Nordic Mining’s activities and will not be linked to the company’s performance. Members of the Board of Directors or their affiliated companies shall not take on specific assignments for Nordic Mining in addition to their appointment as a member of the Board of Directors, unless the assignments and the remuneration for these have been approved by the Board of Directors.

Directorships, employment or other assignments 

Nordic Mining employees must not engage in other paid directorships, employment or assignments of any significance outside Nordic Mining except by agreement with Nordic Mining. Should a conflict of interest arise, or if the employee’s ability to perform
their duties or fulfill their obligations to Nordic Mining is compromised, such approval will not be granted, or will be withdrawn.

Use of the auditor by the management for services other than the audit

The Auditing and Auditors Act requires that the auditor is independent of Nordic Mining’s executive management. In order to contribute to greater awareness of the auditor’s independence, the Board of Directors shall make sure that it receives an annual written statement from the auditor, which confirms that the auditor continues to satisfy the requirements for independence. In addition, the Board of Directors shall make sure that the auditor provides the Board of Directors with a summary of all services in addition to audit work that have been undertaken for the company during the last year.

The Auditing and Auditors Act sets out requirements for the independence and objectivity of the auditor. These requirements implies that Nordic Mining’s auditor among other:

• cannot act as an consultant in such manner that he later may have to audit the results of his own consultancy
• cannot perform functions that in reality form part of Nordic Mining’s strategy work, business related transactions, operations, management, control and internal audits
• cannot make decisions for Nordic Mining, including participating in or influencing the decision making process or supplying significant premises for the Nordic Mining’s decisions, or acting as Nordic Mining’s attorney
• cannot put himself in a situation where his own independence and objectivity does not appear credible.

If a member of the executive management is in any doubt as to whether Nordic Mining can consult the auditor on a specific issue, the person shall discuss the question with the auditor.

Remuneration policy

Pursuant to the provisions of the Companies Act, the General Meeting is required to approve the Board of Directors declaration of remuneration policy for every coming year. The main principles of the remuneration policy, that may be subject to change, is as follows:

The Board of Directors in Nordic Mining is responsible for determining the remuneration of the Chief Executive Officer. The Chief Executive Officer is - together with the Board of Directors - again responsible for the remuneration of the management team.

The underlying principle when determining the remuneration is that the total compensation package reflects the responsibility and duties resting with the team members - and that the employee contributes to the long-term value creation in Nordic Mining. It is important that Nordic Mining can offer a competitive remuneration package that enables Nordic Mining to attract the skills and competences needed to support the strategic development of Nordic Mining both nationally as well as internationally.

Political activity 

Nordic Mining does not support individual political parties or individual politicians. The employees are free to participate in democratic political activities, but this must be without reference to their relationship to Nordic Mining.

Risk management and internal control

The Board of Directors is responsible for ensuring that Nordic Mining has sound internal control and systems for risk management that are appropriate in relation to the extent and nature of Nordic Mining’s activities. There will be an annual review of the company’s most important areas of exposure to risk and its internal control arrangements.

Information and computer systems

The individual’s use of information, computer systems and, in particular, Internet services must be governed by the needs of the business and not by personal interests. Information produced and stored on Nordic Mining’s computer systems is regarded as the company’s property. Nordic Mining therefore reserves the right to access all such information except where limited by law or agreement.

Each person is responsible for maintaining electronic files and archives in an orderly manner. Any use of software in breach of any copyright law or provision is prohibited.

Procedures 

If a person is uncertain as to the application and understanding of Nordic Mining’s ethical guidelines or becomes aware of breaches of these guidelines, the person should immediately contact his or her superior. Where the person feels unable to report the matter to line management, the concern may be addressed to the Chief Executive Officer or the Chairman of the Board.

Nordic Mining will not sanction in any form any individual who, in good faith and in a responsible manner, informs persons in positions of responsibility about possible breaches of Nordic Mining’s ethical guidelines or applicable laws.

Consequences of breaches of the corporate governance principles and ethical  guidelines etc. Breaches of these corporate governance principles and ethical guidelines or applicable law may result in disciplinary action, or dismissal with or without notice, and may in addition be reported to the relevant authorities.

Amendments

Only the Board of Directors and the Chief Executive Officer may make amendments to these corporate governance principles and ethical guidelines. Any such amendments will be made known in due time before implementation into the guidelines.