Corporate Governance Of Mineworx

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The management and Board of Directors of Mineworx LTD believe that operating the company in a reliable, efficient, transparent and ethical manner enhances our ability to foster sustainable growth and create value for our stockholders.  Our obligations, expectations and intentions are codified in the documents in this section, and reinforced regularly at all levels of the Company.

Board of Directors

The Board of Directors (“the Board”) is primarily responsible for supervising the management of the Company’s business and affairs. The Board is responsible for the management, development and effective performance of the Board, for monitoring the Company’s development through regular contact with the President and CEO, and for ensuring that the Board regularly receives reports concerning the development of the Company’s business and operations, including progress in respect of profits, liquidity and significant contractual matters.

All business transactions with individuals, corporations or other entities that could potentially, directly or indirectly, be considered to be a related party, must be approved by the Board of Directors regardless of the amount involved.

The Audit Committee

 The committee’s mandate is to:

  • Approve the integrity of the Corporation’s financial statements;
  • Ensure the Corporation’s compliance with applicable legal and regulatory requirements;
  • Verify the independence, qualifications and appointment of the Corporation’s external auditor;
  • Evaluate the performance of the Corporation’s internal auditor and external auditor;
  • Review the accounting and financial reporting processes of the Corporation; and
  • Oversee audits of the financial statements of the Corporation.

Technical Oversight Committee

The role of this Committee is to review and oversee the development and application of the mobile mining production units

MINEWORX TECHNOLOGIES LTD

Code of Conduct

Mineworx Technologies LTD (“Mineworx” or the “Company”) is based on shared values and common goals. That is why our Code of Conduct is so important. It provides us with a clear understanding of our core values: it’s what we stand for, the rules we live by. The Code applies to every employee, every business transaction and to any business acting on our behalf.

Our Policy does not list every do and don’t. We expect our directors and employees to use common sense, individual conscience and a commitment to 100% compliance with the law in applying the Policy to particular situations. Here are some examples:

Respect for Employees/Diversity

Mineworx follows all local employment laws and regulations. We believe our most important strength is our employees. We seek to provide a work environment where all employees have the opportunity to reach their full potential. We are committed to equal opportunity in all aspects of employment for all employees and applicants; to providing a workplace free from all forms of discrimination, including sexual and other forms of harassment, and to fostering a work environment where people feel comfortable and respected, regardless of individual differences, talents or personal characteristics.

Mineworx encourages an inclusive culture that welcomes and embraces the strengths of our differences, supports involvement, and provides everyone with equal access to opportunities and information. We believe in treating each other with respect and dignity, thereby fostering an atmosphere of caring, open communications and candor. We respect the rights of individuals to achieve professional and personal balance in their lives. We place a great deal of emphasis on personal integrity and believe long-term results are the best measure of performance.

Conflicts of Interest

The Company’s conflicts of interest policy is straight-forward:  Don’t compete with Mineworx businesses and never let your business dealings on behalf of any of our businesses be influenced, or appear to be influenced, by personal or family interests.

We expect that our directors and employees will not benefit from their job or position as director at Mineworx in any way that could hurt the Company. For example:

Employees and directors and their immediate family members may not ask for and may not accept payments, services or other things of value from anyone who is doing business or seeking to do business with Mineworx. We recognize that the practice of many of our vendors and business partners is to provide small gifts, or to pay for meals or entertainment for our employees. This is not prohibited as long as our directors and employees use common sense and follow certain guidelines:

  1. A director or employee may never accept cash.
  2. A director or employee may never accept anything offered in exchange for something from Iberian.
  3. A director or employee may not accept a gift that is more than a nominal value (generally gifts of less than $100 in value).
  4. A director or employee may not accept excessive meals or entertainment

Exceptions to these guidelines require the approval of the Chief Executive Officer. No exceptions ever will be made to Guidelines 1 and 2.

Directors and employees may not serve as directors, officers, employees or consultants to any company that is a competitor of Iberian.

A director or employee whose immediate family member serves as a director, officer, employee or consultant of

  1. a company that does business with Mineworx,
  2. a company that seeks to do business with Mineworx, or
  3. a company that is a competitor of Mineworx,

must disclose that information to his/her supervisor, or in the case of a director, to the Board of Directors of Mineworx, and must comply with any actions Iberian decides are necessary to protect against the conflict of interest.

Employees and directors and their immediate family members may not use any confidential information received from Iberian for their personal benefit. This includes buying or selling Iberian stock while in possession of material non-public information. It also includes disclosing Iberian confidential information to persons outside the Company without permission.

Code of Conduct  

Ethical Business Conduct

We expect our directors and employees to act in an ethical manner. We do not attempt to control the private lives of our directors and employees. But we do expect our directors and employees to avoid acting in a way that could damage Mineworx’s reputation.

Our employees and directors may not drink alcohol or gamble while on Company property. Our employees may not possess, use or distribute controlled substances or illegal drugs while on Company property.

We expect our employees and directors to be honest and truthful. During the course of their employment or service as a director of the Company, employees and directors may not steal, lie, falsify documents or prepare or issue any false or misleading reports. As an example, a false expense report would violate this policy.

We expect our employees to work only for Iberian during their working hours and our directors and employees to use Company property only for Company business. Except for incidental activities or use, directors and employees may not:

  1. conduct personal business while on Company property or on Company time;
  2. use Company property for a non-Company related purpose; or
  3. sell, loan or dispose of Company property,

unless the employee’s supervisor, or in the case of a director, the Board of Directors of Iberian, has approved.

Directors and employees may not use Mineworx’s assets to make payments of any kind, whether money, services or property, to:

  1. Any public official of any country (including government employees, government agents or government consultants),
  2. Any political party or one of its officers,
  3. Any candidate for public office, or
  4. Any employee, agent or representative of any organization seeking or doing business with Mineworx,

except that employees may pay small gratuities (sometimes called nominal facilitating payments) when required to expedite performance by non-U.S. functionaries of regular duties that are essentially ministerial or clerical in nature, if the employees record those payments in a separate account with an explanation of the payment.

Directors and employees may not pay or offer to pay to individuals or businesses any bribes, kickbacks or any other payment to obtain business concessions. However, directors and employees may offer non-cash gifts of nominal value and may pay for reasonable meals and entertainment when doing so is an appropriate part of their job, does not violate the recipient’s business conduct rules and is done openly.

Contributions made in Iberian’s name to candidates for political office, political parties or to any other political organization anywhere in the world, including cash or property contributions, purchases of tickets to fund raising events or purchases of advertising space in programs, must be approved in advance by the CEO.

All Mineworx accounts, invoices, memoranda and other documents and records must be prepared and maintained with strict accuracy and completeness. All assets, liabilities, revenues and expenses must be recorded in the regular books of Mineworx.

Any waiver of this Ethical Business Conflict Policy for executive officers or directors requires the approval of the Board of Directors of Mineworx.

Code of Conduct

MINEWORX TECHNOLOGIES LTD DISCLOSURE POLICY

Overview

Mineworx Technologies LTD (“Mineworx”) endorses a comprehensive investor relations effort and actively participates in ongoing communications with analysts, stockholders, potential investors and other members of the financial community in accordance with this Disclosure Policy and applicable regulations.

Scope and Purpose of the Policy

Mineworx is committed to providing timely, factual and accurate disclosure of material information about the Company.  The objectives of this Policy are to ensure that material information about Iberian is disclosed in a timely, consistent, and appropriate manner, in accordance with applicable law and to protect and prevent the improper use or disclosure of material information or confidential information about Iberian.

This Policy applies to all directors, officers and employees of Iberian, and all disclosure by Mineworx, including to shareholders, the investment community, and the media.

Guidelines

Internally, Mineworx has communicated its policy to all employees and associates regarding contact with the media and the investment community. Mineworx will continue to make improvements to its financial communication program.  Following are the standards by which Iberian will disclose its performance.

Authorized Spokesperson

All queries regarding disclosure must be funneled through Greg Pendura, President and CEO.  Mr. Pendura may, from time to time, designate others to speak on behalf of the Company or to respond to specific inquiries from the investment community or the media

News Releases

Mineworx will disclose material information via a news release.  If inadvertent disclosure of material information is made in a selective forum, Iberian will promptly issue a news release to ensure that such information is broadly disseminated.

Communication with the Investment Community and the Media

Mineworx personnel who are not authorized in this Policy must not communicate information, material or otherwise, relating to Iberian to the investment community or the media. All inquiries from the investment community or the media must be referred to an authorized spokesperson.

Mineworx recognizes that meetings with analysts and significant investors are an important element of its investor relations program. The Iberian authorized spokesperson will meet with analysts, investors and representatives of the media on an individual or small group basis from time to time. In addition to otherwise publicly disclosed information, Iberian will provide only non-material information through individual and group meetings.

External Speeches and Presentations

Invitations to give external speeches or presentations about Iberian at conferences or other public venues at which shareholders, the investment community or media may be present, or which are expected to become available to any of the foregoing, must be pre-approved by the authorized spokesperson before acceptance.

Mineworx Response to Rumors

Generally, Iberian’s policy is to neither confirm nor deny rumors when asked to comment. The Company authorized spokesperson will respond by stating that it is Iberian’s policy not to comment on market rumors.  However, when authorized by the President, Legal Counsel, or the Board, the authorized spokesperson may make exceptions, and respond to certain rumors that are deemed harmful to Mineworx’s interests if not rebutted

Forward-Looking Information

Iberian may from time to time provide certain forward-looking information orally and in news releases and other disclosure materials to enable shareholders and the investment community to better evaluate the Company and its prospects.  Any such information will be clearly identified to forward looking and will be accompanied by appropriate cautionary language.  All new public disclosures of material forward-looking information must be approved by the President.

Internet Communications

The President is responsible for responding to inquiries and comments received via the Internet from shareholders and the investment community.  The V.P. of Corporate Development is responsible for responding to inquiries and comments received via the Internet from the media.  Other previously publicly-disclosed information or information which may otherwise be disclosed in accordance with this Policy will be utilized in responding to such inquiries.

Mineworx personnel are not permitted to represent or speak on behalf of the Company on Internet discussions forums, chat rooms, blog or social networking services unless such personnel are authorized to do by the President.

Environmental Policy – Our Commitment to the Environment

Mineworx recognizes that the long-term sustainability of the mine development is dependent upon good environmental stewardship and is committed to:

  • Conduct operations in a sound environmental manner and integrating environmental considerations into all activities, seeking to continually improve performance and ensure that employees fulfill their responsibilities in an environmentally sound manner.
  • Integrate biodiversity conservation considerations through all stages of business and production activities.
  • Design and operate to ensure that sufficient financial resources are available to meet all environmental obligations and commitments, including reclamation.
  • Promote the efficient use of energy and material resources in all aspects of our business.
  • Meeting or exceeding all applicable Spanish, EU, and international standards and complying with all relevant Spanish and EU laws, regulations, reporting requirements and other obligations such as the EU Mine Waste Directive and EU Water Framework Directive.
  • Educating residents about the nature of the facilities and training our workers in best practices for mining operations.
  • Implementing an effective and transparent communication strategy to enhance dialogue with stakeholders on the environmental aspects of our activities and encourage public debate to promote environmental awareness and protection.
  • Working with national and international institutions and organizations to develop effective, cost-efficient and equitable measures to protect the environment.