CONDUCT AND ETHICS

 

Introduction

This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees and directors of Silverado Gold Mines Ltd., Silverado Green Fuel Inc, Silverado Gold Mines Inc, Tri-con Mining Ltd., Tri-con Mining Inc, hereinafter refer to as the ( ‘Companies’ )  All of the Companies employees and directors must conduct themselves accordingly and seek to avoid improper behavior. The Code should also be followed by the Companies agents and contractors including consultants.

If a law conflicts with a policy in this Code, the employee must comply with the law; however, if a local custom or policy conflicts with this Code, the employee must comply with the Code. If an employee has any questions about these conflicts, the employee should ask the Chief Executive Officer how to handle the situation.

Any employee who violates the standards in this Code will be subject to disciplinary action. If an employee is in a situation that the employee believes may violate or lead to a violation of this Code, the employee should follow the guidelines described in Section 11of this Code.


1. Compliance with Laws, Rules, and Regulations

Obeying the law is the foundation on which the Companies ethical standards are built. All employees must respect and obey the laws of the cities, states, and countries in which the Companies operate. Although not all employees are expected to know the details of these laws, it is important to determine when to seek advice from supervisors, managers, or other appropriate personnel.

2. Conflicts of Interest

A "conflict of interest" exists when an individual's private interest interferes in any way - or even appears to conflict - with the interests of the Companies as a whole. A conflict situation can arise when an employee, officer, or director takes actions or has interests that may make it difficult to perform his or her work on behalf of the Companies in an effective manner. Conflicts of interest may also arise when an employee, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Companies. Loans to, or guarantees of obligations of employees and their family members may create conflicts of interest.

It is a conflict of interest for a Companies’ employee to work simultaneously for a competitor, customer, or supplier. An employee is not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with the Companies customers, suppliers, or competitors, except on the Companies behalf.

Conflicts of interest are prohibited as a matter of Companies policy, except under guidelines approved by the Chief Executive Officer and Board of Directors. Conflicts of interest may not always be clear-cut, so if a question arises, the employee should consult with higher levels of management. Any employee, officer, or director who becomes aware of a conflict or potential conflict should bring it to the attention of a manager or other appropriate personnel, or consult the procedures described in Section 11 of this Code.

3. Insider Trading

Employees or directors who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the Companies business. All non-public information about the Companies should be considered confidential information. To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal. If a question arises, the employee or director should consult the Companies Chief Operating Officer.

. 4 Competition and Fair Dealing

The Companies seeks to outperform competitors fairly and honestly. The Companies seeks competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee, officer, and director should endeavor to respect the rights of and deal fairly with the Companies customers, suppliers, competitors, and employees. No employee, officer, or director should take unfair advantage of anyone through manipulation, concealment, or abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.
  
The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided, or accepted by any Companies employee, family member of an employee, or agent unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff, and (5) does not violate any laws or regulations. An employee should discuss with his or her supervisor any gifts or proposed gifts that the employee is not certain are appropriate.

5. Discrimination and Harassment

The diversity of the Companies employees is a tremendous asset. The Companies is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment or any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

6. Health and Safety

The Companies strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices.


Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.

7. Record-Keeping

The Companies requires honest and accurate recording and reporting of information in order to make responsible business decisions.

Some employees use business expense accounts, which must be documented and recorded accurately along with valid backup of receipts or invoices. If an employee is not sure whether a certain expense is legitimate, the employee should ask his or her supervisor or the Companies Chief Executive Officer.

All of the Companies books, records, accounts, and financial statements must be maintained in detail, must appropriately reflect the Companies transactions, and must conform both to applicable legal requirements and to the Companies system of internal controls.

8. Confidentiality

Employees, officers, and directors must maintain the confidentiality of confidential information entrusted to them by the Companies or its customers, except when disclosure is authorized by the executive officer or required or mandated by laws or regulations. Confidential information includes Salary information, all non-public information that might be of use to competitors or harmful to the Companies or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.

9. Protection and Proper Use of Companies Assets

All employees, officers, and directors should endeavor to protect the Companies assets and ensure their efficient use. Theft, carelessness, waste and inappropriate personal use of the Companies’ assets and time have a direct impact on the Companies profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Companies’ assets should be used for legitimate business purposes and should not be used for non-Companies business.

The obligation of employees to protect the Companies assets includes its proprietary information. Proprietary information includes intellectual property, such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Companies policy. It could also be illegal and result in civil or even criminal penalties.

10. Reporting any Illegal or Unethical Behavior

Employees are encouraged to talk to managers or other appropriate personnel when in doubt about the best course of action in a particular situation. Employees  should report any observed illegal or unethical behavior and any perceived violations of laws, rules, regulations of this Code to appropriate personnel. It is the policy of the Companies not to allow retaliation for reports of misconduct by others made in good faith by employees or directors. Employees  expected to cooperate in internal investigations of misconduct.

11. Compliance Procedures

We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new situation or problem. These are the steps to keep in mind:

  • Make sure you have all the facts. In order to reach the right solutions,you must be as fully informed as possible.
  • Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific situation you are faced with and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
  • Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question and will appreciate being brought into the decision-making process. 
  • In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, you may prefer to address your concerns to the Companies Chief Executive Officer.
  • You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Companies does not permit retaliation of any kind against employees for good faith reports of ethical violations.
  • Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.

 

 
 
 
 
 
 
 
 
 
 
 
 

 


DID YOU KNOW?
Green Fuel is a stable liquid fuel which provides a non-hazardous, low cost alternative to petroleum derived fuels that can use existing oil infrastructure for handling, storage and transportation.

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