The Board has adopted a Code of Business Conduct and Ethics (the Code) which reflects ERG Resources's commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all employees are expected to comply. The Code sets forth general principles and does not supersede the specific policies and procedures that are covered in ERG Resources's specific policy statements. The Code recognizes that each employee's cooperation and commitment is necessary for the continued success of ERG Resources and the cultivation and maintenance of its reputation as a good corporate citizen.
The Code also addresses a number of important topics, including conflicts of interest, corporate opportunities, confidentiality, privacy, protection and proper use of company assets, insider trading, fair dealing and fraud, compliance with laws, rules and regulations, discrimination and harassment, accuracy of company records, political activities and contributions, gifts and entertainment and reporting of illegal or unethical behaviour.
The Board of Directors monitors compliance with the Code through reports of management to the Board Committees with responsibility for various aspects of the Code.
A procedure has been implemented whereby any employee or service provider can confidentially and anonymously contact the Chair of the Audit Committee by letter, fax, email or telephone to report any unethical practices. Employees are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation and to report any concerns they have about violations of laws, rules, regulation, or ERG Resources’s Code of Business Conduct and Ethics, or in relation to any questionable accounting, auditing or financial reporting.
As Chair of the ERG Resources Audit Committee, Peter Comber has the mandate and responsibility to review any concerns that are raised. He can be reached by:
ERG Resources will not allow any retaliatory action against any employee who, in good faith, reports a possible violation or concern.
The Board has adopted a Disclosure Policy to ensure that ERG Resources’s communications with the public are timely, factual, and accurate; and broadly disseminated in accordance with all applicable legal and regulatory requirements. The Disclosure Policy documents the disclosure policies and practices of ERG Resources and aims to promote an understanding of the legal requirements among ERG Resources’s directors, officers and employees.
The Disclosure Policy is also intended to assist the Chief Executive Officer and Chief Financial Officer of ERG Resources in making certifications with respect to the disclosure controls of ERG Resources required under Multilateral Instrument 52-109 and to assist any director or officer of ERG Resources in the conduct of the reasonable investigation required to provide a defence to any action against such director or officer based on a misrepresentation or failure to make timely disclosure.
The Disclosure Committee is a management committee responsible for determining what information is material in the context of ERG Resources’s affairs. The Disclosure Committee must take into account a number of factors in making judgments concerning the materiality of information. Factors include the nature of the information itself, the volatility of ERG Resources's securities and prevailing market conditions.