Services Industries Company Knowledge Center News & Events Contact & Locations Home / Company / Corporate Governance CORPORATE GOVERNANCE View the policies and programs that help guide our business and protect our customers, employees, community and environment. Responsible Supply Chain Due Diligence Information This information is intended for all Sabin Metal Corporation customers, employees, suppliers, stakeholders and the general public. Sabin Metal Corporation (and its subsidiaries and affiliates) exercise due diligence on all of our suppliers or counterparties in accordance with the London Platinum & Palladium Market’s (LPPM’s) Responsible Platinum/Palladium Guidance as well as the OECD’s Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High Risk Areas. Sabin Metal Corporation retains a client database and part of our due diligence process entails creating a risk profile for each supplier or counterparty. Information requested is based on, but not necessarily limited to, the data requested in this template form from the LPPM. We will also conduct inquiries into the source of all material sent to us. This is in compliance with the LPPM and OECD initiatives referenced above as well as United States Federal regulation pertaining to refiners of precious metals such as ourselves. Our risk profile is based on numerous factors, including product risk, customer risk, and geographic risk. This information shall be kept confidential and released only to the extent there is a legitimate legal or regulatory need to do so. ‍ Sabin Metal Corporation will not be associated with certain activities, particularly the crimes and activities mentioned in our Responsible Supply Chain Policy, below. Including but not limited to: Serious abuses associated with the extraction, transport or trade of minerals, including: torture, cruel, inhuman and degrading treatment; any forms of forced or compulsory labor child labor other gross human rights violations and abuses such as widespread sexual violence; war crimes or other serious violations of international humanitarian law, crimes against humanity or genocide Direct or indirect support to non-state armed groups Illegal or abusive acts by security forces Bribery or fraudulent misrepresentation of the origin of materials Money Laundering and the financing of terrorism Evasion or failure of the payment of taxes, fees and royalties due to governments, misrepresentations to same, and/or bribery of same (per our Anti Bribery and Corruption Policy) Doing business with, or receiving any material, directly or indirectly, from any party in violation of sanctions by the United States, EU, UN, UK or other relevant authority If Sabin Metal Corporation determines there is the risk of any supplier, counterparty, or participant in the supplychain of any material proposed to be sent to Sabin is engaged in any of theabove activities, depending on the severity of the behavior and level of riskSabin may at its discretion 1.) take action to mitigate or encourage thecounterparty to mitigate the risk while continuing business, 2.) take action tomitigate or encourage the counterparty to mitigate the risk while suspendingbusiness, or 3.) disengage and/or refuse to enter into a business relationshipat all with the relevant party. Counterparties or suppliers considered high-risk shall also be subject to enhanced due diligence measures. These parties may include (but are not limited to) those that meet any of the following criteria in the determination of Sabin Metal Corporation: Sending us material originating from, transiting through, or having been transported via a Conflict-Affected or HumanRights Abuse (CAHRA) high risk area. Sending us material claimed to be from a country known to have limited reserves or production levels of precious metals. Sending us material from a country where CAHRA areas are known or reasonably suspected to transit. The party or other known upstream companies are located in a country representing high risk for crime, money laundering or corruption. The party or other known upstream companies or their beneficial owners are Politically Exposed Persons (recognizing that this will often be the case in dealing with state-owned companies). The party or other known upstream companies are active in a high-risk business activity such as arms manufacturing, gaming and casino operation, dealing in antiquities, or associated with sects, groups or factions known to be involved in criminal or violent activity. Failure to disclose information needed to determine anything in this Responsible Supply Chain due diligence policy, or our other AML/KYC policy or Anti-Bribery and Anti-Corruption Policy may be considered cause to raise a customer or supplier’s risk profile. Grievance Mechanism: ll Sabin Metal Corporation (and it’s subsidiaries’) stakeholders, suppliers, customers, counterparties, employees, and the general public may report – anonymously if desired – concerns about our practices or parties in our supply chain, or any newly identified risk. Such concerns are treated discreetly, strictly confidential and any attempt to identify a whistle-blower who has chosen to raise his concerns anonymously is strictly forbidden. You may send concerns via email to compliance@sabinmetalcorp.com. . Or via physical mail (marked confidential) to: Compliance Department, 300 Pantigo Place, Ste 102, East Hampton, NY 11937. You may also report concerns directly to industry groups such as the LBMA or LPPM or via the Responsible Mineral’s Initiative Grievance Mechanism. Responsible Supply Chain Policy This policy is adapted from the Organisation for Economic Co-operation and Development’s (OECD) “Model Supply Chain Policy for a Responsible Global Supply Chain of Minerals from Conflict-Affected and High-Risk Areas.” It has been adapted to reflect Sabin Metal Corporation’s role in the global supply chain as a privately held refiner of precious metals. This policy relates specifically, though not exclusively, to the sourcing and procurement of any and all metal-bearing materials we refine, including materials bearing gold, silver, or any platinum group metals. Recognizing that risks of significant adverse impacts which may be associated with extracting, trading, handling and exporting minerals from conflict-affected and high-risk areas, and recognizing that we have the responsibility to protect human rights and not contribute to conflict, we voluntarily commit to adopt, to widely disseminate, to incorporate in contracts and agreements with our suppliers, to embed where possible into our standard operating procedures, processes, and systems, and to communicate to and train our employees in regards to, this policy. As a refiner, we believe this policy represents a common reference for conflict-sensitive sourcing practices and risk awareness from the point of extraction until end user. We commit to refraining from any action which contributes to the financing of conflict and we commit to comply with relevant United Nations sanctions resolutions, or any applicable domestic laws implementing such resolutions. Included in the above is a voluntary commitment to conduct due diligence in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, HR 4173, Section 1502, and to take action necessary to prevent sourcing, from regions identified to finance or benefit, directly or indirectly, armed groups in the Democratic Republic of the Congo (DRC) or an adjoining country. This policy may be revised going forward and supersedes any existing policies regarding the sourcing of material and supply chain responsibility. Regarding serious abuses associated with the extraction, transport or trade of minerals: 1. While sourcing from, or operating in, conflict-affected and high-risk areas, we will neither tolerate nor by any means profit from, contribute to, assist with or facilitate the commission by any party of: any forms of torture, cruel, inhuman and degrading treatment; any forms of forced or compulsory labor, which means work or service which is exacted from any person under the menace of penalty and for which said person has not offered himself voluntarily; the worst forms of child labor; other gross human rights violations and abuses such as widespread sexual violence; war crimes or other serious violations of international humanitarian law, crimes against humanity or genocide. war crimes or other serious violations of international humanitarian law, crimes against humanity or genocide. 2. We will immediately suspend or discontinue engagement with upstream suppliers where we identify a reasonable risk that they are sourcing from, or linked to, any party committing serious abuses as defined in paragraph 1. Regarding direct or indirect support to non-state armed groups: 3. We will not tolerate any direct or indirect support to non-state armed groups through the extraction, transport, trade, handling or export of materials. “Direct or indirect support” to non-state armed groups through the extraction, transport, trade, handling or export of minerals includes, but is not limited to, procuring minerals from, making payments to or otherwise providing logistical assistance or equipment to, non-state armed groups or their affiliates who: illegally control mine sites or otherwise control transportation routes, points where minerals are traded and upstream actors in the supply chain, and/or illegally tax or extort money or minerals at points of access to mine sites, along transportation routes or at points where minerals are traded; and/or illegally tax or extort intermediaries, export companies or international traders. 4. We will immediately suspend or discontinue engagement with upstream suppliers where we identify a reasonable risk that they are sourcing from, or linked to, any party providing direct or indirect support to non-state armed groups as defined in paragraph 3. Regarding public or private security forces: Where we or any company in our supply chain contract public or private security forces, we will require that: 5. Security forces will be engaged in accordance with international standards. Security forces that are known to have been responsible for gross human rights abuses will not be hired. Security forces who illegally control mine sites, transportation routes and upstream actors in the supply chain; illegally tax or extort money or minerals at point of access to mine sites, along transportation routes or at points where minerals are traded; or illegally tax or extort intermediaries, export companies or international traders, will not be hired. Security forces who illegally control mine sites, transportation routes and upstream actors in the supply chain; illegally tax or extort money or minerals at point of access to mine sites, along transportation routes or at points where minerals are traded; or illegally tax or extort intermediaries, export companies or international traders, will not be hired. 6. We recognize that the role of security forces at the mine sites and/or surrounding areas and/or along transportation routes should be solely to maintain the rule of law, including safeguarding human rights, providing security to mine workers, equipment and facilities, and protecting the mine site or transportation routes from interference with legitimate extraction and trade. 7. We will work with central or local authorities, international organizations and NGO’s to improve transparency and accountability in payments to security forces and to minimize exposure of vulnerable groups to adverse impacts associated with the presence of security forces on mine sites. 8. We will devise, adopt and implement a risk management plan with upstream suppliers and other stakeholders to prevent or mitigate the risk of direct or indirect support to public or private security forces where we identify that a reasonable risk of the circumstances described in paragraph 5 exist. In such cases, we will suspend or discontinue engagement with upstream suppliers after failed attempts at mitigation within six months from the adoption of the risk management plan. Where we identify a reasonable risk of activities inconsistent with paragraphs 6 and 7, we will respond in the same vein. Regarding bribery and fraudulent misrepresentation of the origin of minerals: 9. We will not offer, promise, give or demand any bribes, and will resist the solicitation of bribes to conceal or disguise the origin of minerals, to misrepresent taxes, fees and royalties paid to governments for the purposes of mineral extraction, trade, handling, transport and export. Regarding money laundering: 10. We have committed to prohibit and actively prevent money laundering and the funding of terrorist or criminal activities. We have a written anti-money laundering program of compliance and supervisory procedures that complies with domestic law and international guidance, as well as regular staff training and independent third- party audits to maintain the integrity of our anti-money laundering systems and practices. Regarding the payment of taxes, fees and royalties due to governments: 11. We will ensure that all taxes, fees, and royalties related to mineral extraction, trade and export from conflict-affected and high-risk areas are paid to government and we commit to disclose such payments in accordance with recognized industry best practices. Regarding risk management of bribery and fraudulent misrepresentation of the origin of minerals, money-laundering and payment of taxes, fees and royalties to governments: 12. We commit to engage with suppliers, central or local governmental authorities, international organisations, civil society and affected third parties, as appropriate, to improve and track performance with a view to preventing or mitigating risks of adverse impacts through measurable steps taken in reasonable timescales. We will suspend or discontinue engagement with upstream suppliers after failed attempts at mitigation. ‍ ‍ Health, Safety and Environment Programs Sabin has adopted 30 separate programs to make sure our operations meet all local, state, federal and international codes and regulations. Asbestos Management Asbestos containing materials have been located and mapped. Whenever a task that might disturb asbestos is planned, the extent of the asbestos material is verified by inspection from a New York State Department of Labor certified inspector. The asbestos is then removed and disposed of properly, as per all pertinent rules and regulations by certified asbestos removal companies. Blood Borne Pathogens For Security and janitorial personnel. Annual refresher training in what blood borne pathogens are and Sabin’s Exposure Control Program are provided. Cadmium Health and Hygiene Exposures to cadmium are measured. Employees who are exposed to measurable amounts of cadmium are provided annual training in the health effects of cadmium and ways to protect themselves from cadmium. Physicals are provided annually for Pollution Control – Maintenance employees. Carbon Monoxide Monitoring and Alarm Response New York State requires that spaces that are heated with fuel to be continuously monitored for carbon monoxide. If a monitor alarm sounds, Sabin plans to respond by evacuating the area, measuring the carbon monoxide levels, locating sources, shutting them off and ventilating. Confined Space Entry Program for safety in entering confined spaces. Permits are written and used for every permit required confined space. Air is monitored prior to confined space entry, as part of the permit generation process. Safety equipment is obtained and used that make confined space entry safe. Contractor Training All contractors that are to work on-site are provided training in hazard communication, emergency response, Site Security Plan and any other training needed for their particular work. Emergency Response Training regarding evacuation procedures is provided. Sabin performed impact analyses to predict the outcome of foreseeable chemical accident scenarios so that plans for dealing with emergencies could be developed. Emission Monitoring Sabin collects information and estimates its monthly emissions on an ongoing basis in order to demonstrate and document that it is a minor source relative to air emission regulations. Fall Protection and Ladder Safety Training is provided in the proper inspection and use of ladders and fall arrest systems. Fire Extinguisher Annual refresher training in fire extinguisher used is required for those working in the Hot Work Safety program. Forklift Safety A training and certification program cycled every three years to see that employees are aware of proper forklift operating procedures. They are also evaluated for being able to operate forklifts safely. Hazard Communication Given before an employee works in a department where there are potential exposures to chemical hazards. Material specific hazard communication training is given when customer material of unusual hazards are received or new process chemicals are introduced. Hazardous Material Management New chemicals are reviewed for hazards, classified as per Fire Code and a management program is developed for them to ensure compliance with Fire Code and other environmental, health and safety requirements. Hazardous Waste Anyone who has duties that have to do with hazardous waste management needs to have annual training in their tasks dealing with hazardous waste to ensure compliance with existing Federal and state hazardous waste rules. Hearing Conservation Noise levels are monitored. Employees are classified according to noise levels to which they are exposed. Those exposed to noise over 85 dB eight hour time weighted average get annual training and hearing tests. Hearing protection is provided, where required or requested. Hexavalent Chromium Exposures to hexavalent chromium are measured. Welders who cut up stainless steel equipment used to make nitric acid or who make stainless steel pans used in our thermal reduction processes are included in this program. This entails yearly refresher training and physicals performed at Strong Memorial Occupational Medicine. Hot Work Safety Anyone who welds, torch cuts or otherwise uses a flame generating device must have training in this. Permits are required to use flame or spark generating devices. Lead Health and Hygiene Exposures to lead are measured. Employees who are exposed to lead over the Action Level are provided annual training in lead health and hygiene. Strong Occupational Medicine technicians are brought on-site for blood-lead sampling. Lock Out/Tag Out Employees are trained in recognizing hazardous energy and procedures for controlling and locking out hazardous energy. Methods of controlling energy sources for equipment installed and used by Sabin are documented when more than one energy source is evident. National Emission Standard for Hazardous Pollutants–Non-ferrous Metal This is an environmental law meant to ensure that the pollution control devices used to control emissions from smelting secondary copper are maintained. Weekly ductwork inspections are performed to see that there are no uncontrolled leaks of air contaminants from them and yearly comprehensive baghouse inspections are done. A certification process was required where the emission from the affected devices was measured to determine that they emit less pollution than the Federal standard allows. Both of the pollution control devices subject to this rule were found to operate well below the Federal standards. Odor Prevention and Response Sabin has a Best Management Practice Plan for dealing with odor generating processes. Every year, employees are trained in how to prevent odor incidents and how to respond to and document odor complaints. Operational Flexibility Review Sabin is allowed to install processes that do not cause it to exceed regulatory limits that would make it become a major source of pollutants or cause it to contravene air regulations. Whenever a process is proposed for installation, the Environmental Engineer reviews the process and, when found to be allowed under Operational Flexibility rules, the findings are documented and the process is installed. This frequently requires air emission studies and impact analyses. Personal Protective Equipment Sabin determines the appropriate protective equipment for all work activities taking place on-site and provides them, free of charge, to its employees. These include, but are not limited to, safety boots, safety glasses, hardhats, gloves and chemical protective suits. Regulatory Management Federal Registers are reviewed for regulations that may pertain to Sabin. When such regulations are found, compliance plans are developed. Respiratory Protection Employees who need to use respirators are given medical evaluations to determine that they are healthy enough to wear respirators. They are then fit tested to determine the size and style that best fits them. Annual training is provided in the proper use of respirators. Site Security Plan Sabin is a Department of Homeland Security Tier III facility. It has to maintain a Site Security Plan, update it annually and see that employees get required annual training in the procedures outlined in that plan. Spill Prevention (CBS) Sabin uses what have been determined as hazardous chemicals under Section 304 of Emergency Planning and Community Right-to-Know Act rules. It also operates a Chemical Bulk Storage tank as part of its Process Water Recovery system. This program requires training in how to handle spills of the listed hazardous substances for employees working in the Process Water Recovery operation. Spill Prevention, Control and Countermeasures (SPCC) This is a program for facilities that have bulk petroleum storage tanks. Although Sabin closed its fuel oil storage tank system in October of 2015, it maintains an SPCC plan for its 500 gallon tanks of diesel fuel and gasoline. This plan outlines how employees will prevent spills of petroleum products and what they will do in the event of a spill. It requires notifications of spills and proper clean-up. Storm Water Pollution Prevention Employees receive training in methods to prevent storm water pollution and response to outdoor spills. Inspections and storm water sampling is done quarterly to ensure that the storm water being discharged is meeting State requirements and to see that the Storm Water Pollution Prevention Plan is being properly implemented. A comprehensive storm water inspection is done yearly to certify that the program is achieving its goals. Universal Waste Management Sabin recycles its Universal Wastes such as spent fluorescent bulbs, mercury switches, batteries and used oil. Training is provided on the specific rules attending Universal Waste storage, labeling and packaging, as well as mercury spill clean-up. Anti Money Laundering (AML) / Know Your Customer (KYC) Sabin Metal Corporation (SMC) is committed to the prevention of money laundering and the funding of terrorist or criminal activities. In compliance with both domestic and international regulatory standards we maintain a formal AML policy which includes a strict set of customer identification procedures to ensure that we know who we do business with. We provide training for employees in identifying suspicious activity indicative of money laundering and our procedures are audited annually by independent parties. Before transacting any business with a potential customer, SMC requires the customer provide identifying information as to themselves and their beneficial owners, and will take steps to independently verify this information and cross-check against a range of sanctions and criminal watchlists. If we are unable to ascertain a customer’s true identity, or believe a prospective customer poses a risk of money laundering or criminal activity, we will not conduct business with them. Existing accounts and relationships are subject to continuous review for changed circumstances and suspicious activity. Anti Bribery and Anti Corruption (ABC) Policy and Program Introduction SABIN METAL CORPORATION and its affiliates (collectively, the “Company”) are committed to doing business with integrity. This means avoiding corruption of all kinds. It is the policy of the Company to comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”), and the local laws in every country in which we do business. These laws prohibit bribery of government officials. The FCPA also mandates that companies establish and maintain accurate books and records regarding expenses, gifts and payments and implement and maintain internal controls to prevent corrupt payments. Application This Policy applies to all employees and directors of the Company (“Team Members”). In addition, the Company requires third parties who represent the Company (such as agents, consultants, brokers, distributors, and joint venture partners) to conduct themselves in a manner consistent with this Policy. All employees and third parties should remain vigilant in watching for, avoiding, and reporting to the Legal Department any activity that raises concerns or may violate this Policy. Prohibited Conduct Anti-corruption Laws prohibit companies and their employees, agents, or representatives from giving, promising, offering, or authorizing the payment of anything of value to any governmental official in order to obtain or keep business or secure some other improper advantage. It is also unlawful to make payments to agents, consultants, brokers, distributors, joint venture partners, or other intermediaries while knowing or having reason to know that any portion of the payment will be used illegally. The mere offer, promise or authorization of a bribe to a foreign government official to gain or retain business is a crime. The prohibition on bribery applies to the giving of “anything of value,” not only money. “Anything of value” is broadly defined and includes, but is not limited to: Business opportunities or favorable contracts Stock options Certain gifts and entertainment (see below for details) Product and service discounts not available to the public at large Offers of employment for the government official or his/her family or friends Assumption or forgiveness of debt Payment of non-business travel expenses (see below for details) Personal favors Such payments are barred even if the benefit is for someone other than the party making the payment, the business sought is not with the government, the payment does not in fact influence the government official’s conduct, or the government official initially suggested the payment. The term “governmental official” is also defined broadly and includes the following: An officer or employee of a government entity, department or agency An officer or employee of a state-owned business, school, hospital or other entity An officer, employee or official of a political party A candidate for political office An officer, employee or official of a public international organization or any department or agency thereof (such as the IMF, World Bank or IADB) A person acting in an official capacity on behalf of a governmental entity An officer or employee of a state-owned or state-controlled commercial enterprise Other persons with governmental influence Note that persons who are not deemed to be government officials under local anti-corruption law may still be considered government officials under the FCPA. Any question about whether an individual is a governmental official should be directed to the Company Legal Department. Third Parties Local agents, consultants, brokers, distributors, or joint venture partners may be an essential element of doing business in a foreign country. These local partners are retained and selected for their knowledge and access to persons in the relevant market as well as their ability to contribute to the success of the Company’s business goals and efforts. However, the FCPA prohibits corrupt payments made directly by Company personnel or indirectly through a third party acting for or on behalf of the Company. It is also unlawful to make a payment of anything of value to any person, knowing that all or any portion of the payment will be offered, given or promised to a government official or any other person for a corrupt purpose. The term “knowing” includes conscious disregard, deliberate ignorance, and willful blindness. In other words, the Company and individual personnel may violate the FCPA if we have “reason to know” or “should have known” that a third party will make a prohibited payment to a government official. To avoid being held liable for corrupt third party payments, the Company and any third party acting on its behalf must exercise due diligence at all times and take all reasonable precautions to ensure that business relationships are formed only with reputable and qualified partners, agents, and representatives. The Company’s Legal Department will continue to perform FCPA-related due diligence reviews. The Company will exercise care in selecting local third parties by employing only reputable entities. The Company will pay only reasonable compensation for the services provided and will require third parties who represent the Company to conduct themselves in a manner consistent with this Policy. Such third parties will periodically be required to provide the Company with a certification of compliance with all applicable laws, including the FCPA. In addition, agreements with certain third parties must contain representations and warranties regarding the third party’s agreement to comply with the FCPA and the third-party’s agreement to permit the Company to audit and inspect the third-party’s books and records. Recordkeeping and Reporting Responsibilities The FCPA requires companies to maintain reasonably detailed books, records and accounts, as well as a system of internal accounting controls, in order to reflect accurately all transactions and maintain their compliance with the FCPA. These provisions apply to both domestic and foreign operations and payments, and are not limited to sums that would be “material” in the traditional financial sense. These requirements are implemented through the Company’s standard accounting rules and procedures, which all personnel are required to follow without exception. Zero Tolerance The Company is dedicated to the vigorous and profitable expansion of its operations and will compete for all business opportunities fairly, ethically, and legally. The Company will not tolerate any action by a Team Member that achieves or purports to achieve results for the Company in violation of law or by acting dishonestly. Reporting Possible Violations; Non-retaliation Team Member questions regarding the FCPA, other anti-corruption laws or this Policy or any information or knowledge regarding any activities that constitute or could possibly constitute a violation or potential violation of the FCPA or this Policy should be addressed to the Team Member’s immediate supervisor. In the event a Team Member prefers to speak to someone other than their supervisor, questions or information may be directed to the Company’s Corporate Counsel. Retaliation in any form against a Team Member who has, in good faith, raised a concern or reported a possible violation of this Policy is strictly prohibited. If a Team Member believes he or she is being treated unfairly or retaliated against by anyone as the result of raising or reporting a concern under this Policy, the Legal Department should be immediately notified. Training And Certification Designated Team Members will be required to complete FCPA training and certification of compliance on an annual basis. Roles And Responsibilities Every part of the Company, including business development, operations, sales, marketing, or purchasing, is responsible for implementing this Policy. The Legal Department is responsible for interpreting the FCPA and other anti-corruption laws that apply to the Company, advising the business regarding issues that raise concerns under applicable anti-corruption Laws, providing assistance in the due diligence regarding foreign agents, joint venture partners, and other international transactions, evaluating the legality of proposed facilitating payments, promotional expenses, and contributions to charities and political parties or candidates, evaluating procedures adopted pursuant to this Policy, and managing any investigation deemed necessary. The Corporate Controller is responsible for implementing and monitoring systems of internal controls and record-keeping procedures that comply with the FCPA. Each Team Member is responsible for: complying with this Policy, the FCPA, other anti-corruption laws, and the Code of Conduct; participating in training as directed and raising concerns regarding this Policy, the FCPA, other anti-corruption laws, and the Code of Conduct (including any suspected violations) to management or the Company’s Legal Department. Anti Money Laundering (AML) / Know Your Customer (KYC) Sabin Metal Corporation (SMC) is committed to the prevention of money laundering and the funding of terrorist or criminal activities. In compliance with both domestic and international regulatory standards we maintain a formal AML policy which includes a strict set of customer identification procedures to ensure that we know who we do business with. We provide training for employees in identifying suspicious activity indicative of money laundering and our procedures are audited annually by independent parties. Before transacting any business with a potential customer, SMC requires the customer provide identifying information as to themselves and their beneficial owners, and will take steps to independently verify this information and cross-check against a range of sanctions and criminal watchlists. If we are unable to ascertain a customer’s true identity, or believe a prospective customer poses a risk of money laundering or criminal activity, we will not conduct business with them. Existing accounts and relationships are subject to continuous review for changed circumstances and suspicious activity. Anti Bribery and Anti Corruption (ABC) Policy and Program Introduction SABIN METAL CORPORATION and its affiliates (collectively, the “Company”) are committed to doing business with integrity. This means avoiding corruption of all kinds. It is the policy of the Company to comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”), and the local laws in every country in which we do business. These laws prohibit bribery of government officials. The FCPA also mandates that companies establish and maintain accurate books and records regarding expenses, gifts and payments and implement and maintain internal controls to prevent corrupt payments. Application This Policy applies to all employees and directors of the Company (“Team Members”). In addition, the Company requires third parties who represent the Company (such as agents, consultants, brokers, distributors, and joint venture partners) to conduct themselves in a manner consistent with this Policy. All employees and third parties should remain vigilant in watching for, avoiding, and reporting to the Legal Department any activity that raises concerns or may violate this Policy. Prohibited Conduct Anti-corruption Laws prohibit companies and their employees, agents, or representatives from giving, promising, offering, or authorizing the payment of anything of value to any governmental official in order to obtain or keep business or secure some other improper advantage. It is also unlawful to make payments to agents, consultants, brokers, distributors, joint venture partners, or other intermediaries while knowing or having reason to know that any portion of the payment will be used illegally. The mere offer, promise or authorization of a bribe to a foreign government official to gain or retain business is a crime. The prohibition on bribery applies to the giving of “anything of value,” not only money. “Anything of value” is broadly defined and includes, but is not limited to: Business opportunities or favorable contracts Stock options Certain gifts and entertainment (see below for details) Product and service discounts not available to the public at large Offers of employment for the government official or his/her family or friends Assumption or forgiveness of debt Payment of non-business travel expenses (see below for details) Personal favors Such payments are barred even if the benefit is for someone other than the party making the payment, the business sought is not with the government, the payment does not in fact influence the government official’s conduct, or the government official initially suggested the payment. The term “governmental official” is also defined broadly and includes the following: An officer or employee of a government entity, department or agency An officer or employee of a state-owned business, school, hospital or other entity An officer, employee or official of a political party A candidate for political office An officer, employee or official of a public international organization or any department or agency thereof (such as the IMF, World Bank or IADB) A person acting in an official capacity on behalf of a governmental entity An officer or employee of a state-owned or state-controlled commercial enterprise Other persons with governmental influence Note that persons who are not deemed to be government officials under local anti-corruption law may still be considered government officials under the FCPA. Any question about whether an individual is a governmental official should be directed to the Company Legal Department. Third Parties Local agents, consultants, brokers, distributors, or joint venture partners may be an essential element of doing business in a foreign country. These local partners are retained and selected for their knowledge and access to persons in the relevant market as well as their ability to contribute to the success of the Company’s business goals and efforts. However, the FCPA prohibits corrupt payments made directly by Company personnel or indirectly through a third party acting for or on behalf of the Company. It is also unlawful to make a payment of anything of value to any person, knowing that all or any portion of the payment will be offered, given or promised to a government official or any other person for a corrupt purpose. The term “knowing” includes conscious disregard, deliberate ignorance, and willful blindness. In other words, the Company and individual personnel may violate the FCPA if we have “reason to know” or “should have known” that a third party will make a prohibited payment to a government official. To avoid being held liable for corrupt third party payments, the Company and any third party acting on its behalf must exercise due diligence at all times and take all reasonable precautions to ensure that business relationships are formed only with reputable and qualified partners, agents, and representatives. The Company’s Legal Department will continue to perform FCPA-related due diligence reviews. The Company will exercise care in selecting local third parties by employing only reputable entities. The Company will pay only reasonable compensation for the services provided and will require third parties who represent the Company to conduct themselves in a manner consistent with this Policy. Such third parties will periodically be required to provide the Company with a certification of compliance with all applicable laws, including the FCPA. In addition, agreements with certain third parties must contain representations and warranties regarding the third party’s agreement to comply with the FCPA and the third-party’s agreement to permit the Company to audit and inspect the third-party’s books and records. Recordkeeping and Reporting Responsibilities The FCPA requires companies to maintain reasonably detailed books, records and accounts, as well as a system of internal accounting controls, in order to reflect accurately all transactions and maintain their compliance with the FCPA. These provisions apply to both domestic and foreign operations and payments, and are not limited to sums that would be “material” in the traditional financial sense. These requirements are implemented through the Company’s standard accounting rules and procedures, which all personnel are required to follow without exception. Zero Tolerance The Company is dedicated to the vigorous and profitable expansion of its operations and will compete for all business opportunities fairly, ethically, and legally. The Company will not tolerate any action by a Team Member that achieves or purports to achieve results for the Company in violation of law or by acting dishonestly. Reporting Possible Violations; Non-retaliation Team Member questions regarding the FCPA, other anti-corruption laws or this Policy or any information or knowledge regarding any activities that constitute or could possibly constitute a violation or potential violation of the FCPA or this Policy should be addressed to the Team Member’s immediate supervisor. In the event a Team Member prefers to speak to someone other than their supervisor, questions or information may be directed to the Company’s Corporate Counsel. Retaliation in any form against a Team Member who has, in good faith, raised a concern or reported a possible violation of this Policy is strictly prohibited. If a Team Member believes he or she is being treated unfairly or retaliated against by anyone as the result of raising or reporting a concern under this Policy, the Legal Department should be immediately notified. Training And Certification Designated Team Members will be required to complete FCPA training and certification of compliance on an annual basis. Roles And Responsibilities Every part of the Company, including business development, operations, sales, marketing, or purchasing, is responsible for implementing this Policy. The Legal Department is responsible for interpreting the FCPA and other anti-corruption laws that apply to the Company, advising the business regarding issues that raise concerns under applicable anti-corruption Laws, providing assistance in the due diligence regarding foreign agents, joint venture partners, and other international transactions, evaluating the legality of proposed facilitating payments, promotional expenses, and contributions to charities and political parties or candidates, evaluating procedures adopted pursuant to this Policy, and managing any investigation deemed necessary. The Corporate Controller is responsible for implementing and monitoring systems of internal controls and record-keeping procedures that comply with the FCPA. Each Team Member is responsible for: complying with this Policy, the FCPA, other anti-corruption laws, and the Code of Conduct; participating in training as directed and raising concerns regarding this Policy, the FCPA, other anti-corruption laws, and the Code of Conduct (including any suspected violations) to management or the Company’s Legal Department. 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