Code of Conduct

This Code of Conduct is built on Concord’s values and provides a framework for what Concord considers responsible conduct. Concord employees, must follow the rules of the Code of Conduct, and always strive to exercise good judgment, care and consideration, in everything they do for the Company. References in this Code of Conduct to “Concord” or the “Company” should be understood as Concord Resources Limited (“Concord”), and its wholly owned subsidiaries. Any reference to Concord Staff shall include Concord’s directors, employees, agents and consultants. For legal entities where Concord holds less than 100% of the shares or voting rights, Concord’s representatives in the boards of directors shall act in compliance with Concord’s Code of Conduct and endeavour to implement the principles as laid down herein.

Concord’s Code of Conduct applies to all Company employees (including temporary personnel) throughout the world and to the members of Concord’s boards of directors and of its subsidiaries as defined in section 1. This Code of Conduct applies to the employees of partly owned companies if, and to the extent, approved by the boards of directors of such companies.

Concord Staff shall avoid acting or encouraging others to act contrary to this Code of Conduct, even if such deviations under the circumstances may appear to be in the Company’s interest. If you are uncertain whether a particular activity is legally or ethically acceptable, you should consult (in advance as far as practical) with your immediate superior or the Concord Legal Department.

Violation of this Code of Conduct will not be tolerated and may lead to internal disciplinary actions, dismissal or even criminal prosecution. Line managers are responsible for making this document known to, and to promote and monitor compliance, in their division.

Should an improper practice or irregularity occur, Concord is committed to respond appropriately and to take the necessary remedial action to prevent recurrence.

This document has been approved by the Board of Directors. Any requested deviation from the requirements of this Code of Conduct will be handled by the CEO and / or General Counsel, except that any deviation pertaining to the CEO and / or General Counsel or any Director will be handled by the Board of Directors.

This section relates mainly to Concord’s workplace and responsibility towards all Concord Staff and the communities they are a part of.

3.1 Human Rights

Concord is committed to respecting and supporting the human rights of all individuals potentially affected by its operations. These human rights are defined in the United Nations (“UN”) Global Compact and related UN documents. Concord is committed to the principles of non-discrimination and care for vulnerable individuals and groups.

We also recognize that business can have an important role in supporting the fulfillment of human rights. Through Concord’s operations we are committed to the economic and human development of Concord’s Staff and the communities in which we operate.

3.2 Working conditions and equal opportunities

Concord is committed to an inclusive work culture and appreciates and recognizes that people are unique and valuable and should be respected for their individual abilities and views. Concord does not accept any form of harassment or discrimination on the basis of gender, religion, race, national or ethnic origin, cultural background, social group, disability, sexual orientation, marital status, age or political opinion.

Concord endeavours to provide equal employment opportunities and treat all employees fairly and with respect. Concord’s employees and business units shall only use merit, qualifications and other professional criteria as basis for employee-related decisions in Concord, such as recruitment, training, compensation and promotion. Concord shall also show commitment to developing programs and actions to encourage a diverse organization based on the principle of equal opportunities.

3.3 Health, safety, security and environment

Concord is committed to protect the health and safety of our employees and contractors. We are committed to foster innovation and implement continuous improvement activities so that Concord’s activities and products have no or only minimal adverse impact on the environment.

Health, safety, security and environment (“HSE”) are an integral part of Concord’s activities and are core elements of Concord’s identity. In doing so, Concord contributes to the viable development of the communities in which it operates.

Concord Staff shall demonstrate proactive commitment to HSE excellence through personal conduct and contribute to Concord’s business success through taking an active part in building a viable HSE culture. Concord Staff are encouraged to motivate colleagues to do likewise.

Concord Staff shall be responsible for their own health, security and safety by being familiar with the risks relating to their work and the mitigating measures. Further, Concord Staff shall execute their tasks in a secure, safe, healthy, environmentally conscious and efficient manner in compliance with applicable requirements. Concord Staff must immediately report any accident, or incident at work that may cause injury or damage.

Concord Staff have the right to refuse to work in situations that may cause harm. In addition, Concord Staff have the responsibility to bring unsafe situations and behaviour that they observe to the attention of others at risk and report to the management. Concord Staff should consequently be prepared to give and receive constructive feedback on any breaches of Concord’s HSE policy.

3.4 Complaints, expression of concern and non-punishment

Concord wishes to stimulate open discussions about responsible conduct in an improvement-oriented and non-bureaucratic way.

Concord Staff should live by Concord’s values in every aspect of their job, not only by acting with integrity but also to speak up if they feel that the Company’s values are being compromised. If Concord Staff hear or see anything that might constitute a breach of law and/or compromise this Code of Conduct, or other steering documents, they should report it.

Concord Staff should normally discuss concerns and complaints with their superior. If they deem this not to be appropriate, they may address any of your other superiors, the local human resources or HSE staff, their safety representative, the local compliance officer (where relevant) or the Company’s Legal Department.

If Concord Staff are uncomfortable using any of the above channels for any reason, they may bring their concern or complaint to the attention of Public Concern at Work (PCAW), 7 – 14 Great Dover Street London, SE1 4YR, Tel: +44 207 404 6609 (advice line), +44 203 117 2520 (other enquiries), website: www.pcaw.org.uk.

If a Concord Staff member, in good faith, expresses a concern to a relevant body in Concord relating to a possible violation of law or Company policy, they shall be protected against any sanctions from Concord or any Concord representative due to the report. It is a violation of this Code of Conduct to retaliate against anyone for reporting a concern. However, anyone who knowingly submits a false report may be subject to disciplinary action.

Concord Staff are required to cooperate in good faith with any internal investigations relating to this Code of Conduct.

Concord’s ability to create value is dependent on high ethical standards being exercised in all relations with our owners, employees, partners, customers, suppliers and the societies in which Concord operates.

4.1 Compliance with Laws, Regulations and Concord Steering Documents

Concord Staff shall comply with all applicable laws and regulations when conducting Concord business including the laws of their home country which may continue to be binding while they are travelling abroad. Concord Staff shall not assist others in any breach of laws, whether or not it constitutes an illegal act for the Company or any Concord individual.

4.2 Corruption and Bribery

Corruption includes a wide variety of activities. Corruption is often about money but also includes other forms of favors, such as nepotism and favoring friendship.

Concord does not tolerate corruption and bribery, whether direct or indirect.

Concord Staff shall not, in order to obtain or retain business or other advantage in the conduct of business, offer, promise or give anything of value or an undue advantage to a public official or to any third party to influence such person to act or refrain from acting in relation to the performance of her/his duties. This applies regardless of whether the advantage is offered directly or through an intermediary.

Concord Staff shall not, in the conduct of your work for Concord, request, accept or receive any improper advantage that may influence their decisions. Consequently, Concord Staff shall be protected against any sanctions from Concord or any Concord representative for refusing to participate in any action that is or can be perceived as corruption, bribery or a facilitation payment.

4.3 Facilitation Payments

Facilitation payments, also called “speed” or “grease” payments, are payments sometimes made to secure the performance of a routine governmental action or public service to which the payer has a legal right or other entitlement. Such payments are typically low in value.

Concord Staff shall never initiate or encourage facilitation payments on behalf of Concord. Facilitation payments can only be made in exceptional circumstances, such as in cases of extortion where demands for facilitation payments are associated with expressed or perceived threats to life, safety or health. If Concord Staff are or have been requested to pay, or have made a facilitation payment, they must immediately report it to their superior (in the proper corporate reporting system) and ensure documentation and proper recording of the transaction.

4.4 Gifts & Hospitality

Gifts or other favors to public officials or business associates shall comply with locally accepted good business practice. Gifts and other favors can only be given or granted if they are modest, both with respect to value and frequency, and provided the time and place are appropriate. Reasonable hospitality expenses (meals, travels, lodging and entertainment) incurred on behalf of public officials or business associates are generally acceptable if directly related to the promotion, demonstration or explanation of Concord’s products or services. In no event, can the purpose of any gift, hospitality or other expenditure be to cause the recipient to improperly perform his or her duties.

Concord Staff are not permitted to accept from business associates gifts or favors that may affect or appear to affect their integrity or independence. Gifts and other favors can only be accepted to the extent they are modest, both with respect to value and frequency, and provided the time and place are appropriate.

If Concord Staff are offered or have received such favors beyond common courtesy gifts they shall, without delay, notify their immediate superior or the Company Legal Department which will determine whether their or the Company’s integrity or independence may be perceived to be affected.

4.5 Charitable donations, Sponsorships and Community Investments

Charitable donations are payments often made for the benefit of society in areas such as education, health, culture, support to non-governmental organizations and other social welfare causes. Any such payments shall be made without demand or expectation of any business return but may result in goodwill among certain stakeholders.

Sponsorships are payments, in cash or in kind, to associate the Company’s name with an activity or an organization. In return, Concord may receive rights and benefits, such as to promote its name, products and services. Sponsorships should reflect Concord’s values and quality, in addition to profiling Concord positively, contributing to a strengthened brand, and creating pride among employees.

Community investments are often made to build local capacity, like education, culture and infrastructure, promote human rights, transparency and anti-corruption, and support economic development in the local community.

Charitable donations, sponsorships and community investments shall be based on a business case and should aim at benefitting both the society and Concord.

A risk associated with charitable contributions, sponsorships and community investments is that they may prompt allegations of bribery. Such payments are illegal if used as a disguise for bribery.

Entities involved in charitable donations, sponsorships and community investments must establish criteria and records for these purposes and report annually according to instructions from Concord’s CEO or General Counsel. All Concord sponsorship must be approved by Concord’s CEO.

4.6 Political Contributions/ Activity

As a general rule, Concord does not make financial, or other contributions to political parties, officials thereof or candidates for public office. This does not preclude Concord from supporting political views in the Company’s interest or prevent Concord Staff from participating in political activities as private citizens.

4.7 Competition

Concord’s policy is to compete vigorously and fairly in full compliance with laws and business ethics. Concord Staff shall therefore comply with all applicable antitrust and competition laws.

Concord Staff should seek advice from the Company’s Legal Department in all matters involving risk of antitrust exposure for Concord, themselves or any Concord Staff who report to them.

4.8 Data Protection and Privacy

Concord protects information and data about current, former or potential employees, customers, suppliers or other business associates and their employees and other third parties, in compliance with applicable laws and regulations.

Everyone processing personal data shall do so in a manner compliant with relevant privacy legislation. This means to ensure that all use of personal data, such as collection, registration, comparison, storage and deletion, or a combination of these, takes place in accordance with applicable laws and regulations.

4.9 Accurate and Complete Data, Records, Reporting and Accounting

Concord is committed to transparency and accuracy in all the Company’s dealings, while respecting confidentiality and other applicable obligations. In accordance with English law, Concord is obligated to provide full, fair, accurate and understandable disclosure in its periodic financial reports, other documents filed with applicable regulatory authorities and agencies as well as in its other public communications. Concord Staff must exercise the highest standard of care in preparing such materials, with particular attention to the following:

• Compliance with generally accepted accounting principles and Concord’s system of internal accounting controls is required at all times.
• All Concord accounting records must be kept and presented in accordance with the laws of each applicable jurisdiction. They shall not contain any false or intentionally misleading or artificial entries. Moreover, they must fairly and accurately reflect in reasonable detail Concord’s assets, liabilities, revenues and expenses as well as all transactions or related occurrences which shall be fully and completely documented.
• No transaction may be intentionally misclassified as to accounts, departments or accounting periods and unrecorded or “off the books” assets and liabilities should not be maintained unless permitted by applicable law or regulation.
• No information may be concealed from the internal auditors or the independent auditors.

The above also applies to non-financial reporting requirements, whether Concord internal or legal requirements of your jurisdiction, including information related to HSE, corporate social responsibility, human resources or corporate governance.

4.10 Money Laundering, Export / Import Control

Concord is committed to complying with applicable anti-money laundering and anti-terrorism laws and practices.

Legislation related to export / import control and anti-terrorism imposes restrictions on countries, persons and entities with which Concord may do business. Trade sanctions can restrict either certain types of activities or prohibit trade or transactions involving certain parties, countries or regions. In particular, certain laws may prohibit Concord from doing business with certain persons and organizations that are associated with narcotics, trafficking, terrorism or other criminal activities together with those involved in the proliferation of weapons of mass destruction.

To ensure compliance with such legislation, Concord Staff shall follow Concord’s compliance procedures and if in doubt, contact Concord’s Legal Department.

4.11 External Communications

Concord’s profile in domestic and international markets is greatly influenced by its ability to communicate consistently and professionally with external parties, including the media. Consequently, Concord shall maintain a principle of openness and be honest and responsive when dealing with interested parties outside Concord and society at large.

However, only the following persons are generally authorized to speak to the media on Concord’s behalf:

• CEO
• Those authorized by the CEO

Inquiries from financial analysts, investors or external lawyers should be passed on to the Concord Legal Department.

5.1 Conflict of Interest

Concord Staff shall not seek to obtain improper advantages (directly or indirectly) for themselves or someone closely related to them, or in any other way harm Concord’s interests, whether or not this constitutes criminal fraud.

Concord Staff shall not take part in, or seek to influence, any decision under circumstances that can give rise to an actual or perceived conflict of interest. Such circumstances may be, but are not limited to, a personal interest (economic or otherwise) directly or through someone closely related to them.

Concord Staff should avoid having a personal ownership interest (directly or indirectly)

in any other business or enterprise if it compromises or could appear to compromise their duties in Concord (unless it has been properly authorized by Concord). If Concord Staff are in such a situation, they shall immediately inform their superior or the Concord Legal Department.

Before engaging in any activity that may be perceived to advance the interests of a competitor, customer or supplier (or other business associates) at the expense of Concord’s interests, including serving on the board of such company, Concord Staff shall consult with, and get approval from, their immediate superior. Concord Staff must never act in competition with Concord’s business activities or otherwise in contravention with Concord’s interests.

If Concord Staff become aware of a potential or perceived conflict of interest, they shall, without delay, notify their immediate superior or the Concord Legal Department. Conflicts of interest may not always be clear-cut, so if Concord Staff are uncertain, they should consult one of their superiors or the Concord Legal Department.

5.2 Use of Company Property and Assets

All Concord employees and other Company representatives are responsible for safeguarding Concord’s assets and records and those of its customers, suppliers and other business associates. All such assets shall be used and maintained with care and respect while guarding against waste and abuse. The use of materials, financial and other assets or facilities for purposes not directly related to Company business is prohibited without authorization from an appropriate Concord representative. The same applies to the removal or borrowing of Concord’s assets without permission.

5.3 Substance/ Intoxicants Abuse

Concord is a drug-free workplace. Accordingly, Concord Staff may not be under the influence of intoxicating substances, including alcohol, while at work for Concord.

Limited amounts of alcohol may, however, be served when the local custom and occasion makes it appropriate to do so and provided the consumption will not be combined with operating machinery, driving or any other activities that are incompatible with the use of alcohol.

Concord Staff shall refrain from using, or encouraging others to use, intoxicants in a manner that can place Concord or any of its business associates in an unfavorable light.

5.4 Confidentiality

Intangible assets, such as intellectual property, innovative ideas, and business and financial information, are valuable Concord assets and must be properly managed and protected. Concord’s general policy of transparency shall not prevent appropriate protection of information that may be valuable to Concord’s business interests.

Information other than general business knowledge and work experience that that has come to Concord Staff knowledge in their service for Concord shall be regarded as confidential and shall be treated as such.

5.5 Insider Trading

Inside information is non-public information received or learned by Concord Staff through their work for Concord or otherwise which, if publicly known, may influence the price of a company’s securities. Concord Staff shall refrain from trading or giving advice concerning trade in the securities of listed companies on the basis of inside information regardless of whether you are formally registered as an insider.

Concord Staff must handle inside information as confidential and with due care to prevent unauthorized personnel from gaining access to such information.

July 2018