Social Responsibility / Company

Code of Business Conduct & Ethics


This Code of Business Conduct and Ethics ("Code") covers a range of business practices and procedures. This Code cannot and does not cover every issue that may arise or every situation in which ethical decisions must be made, but rather sets out key guiding principles of conduct and ethics that Lucara Diamond Corp. ("Lucara") and its subsidiaries (collectively, the "Company") expects of its employees, directors and officers (including, without limitation, the Chief Executive Officer and the Chief Financial Officer). A reference to "Boteti Employees" in this Code includes all employees of Lucara's operating subsidiary in Botswana, Boteti Mining Pty Limited ("Boteti"). A separate code of business conduct and ethics customized for certain procedures applicable to Boteti employees and incorporating the same high standards of this Code shall be provided to all Boteti employees (the "Boteti Code"). A reference to "Employees" in this Code includes all employees, directors and officers of Lucara and any operating subsidiaries except Boteti.

This Code is designed to deter wrongdoing and to promote:
  • Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  • Avoidance of conflicts of interest, including disclosure to an appropriate person of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
  • Avoidance of conflicts of interest, including disclosure to an appropriate person of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
  • Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, regulatory authorities and in other public communications made by the Company;
  • Compliance with applicable governmental laws, rules and regulations;
  • The prompt internal reporting to an appropriate person or persons of violations of this Code;
  • Accountability for adherence to this Code.
The Company will expect all of its employees, officers and directors to comply and act in accordance, at all times, with the principles stated above and the more detailed provisions provided hereinafter. Violations of this Code by an employee or officer or director are grounds for disciplinary action up to and including immediate termination of employment, officership or directorship.

It is not possible to enumerate all of the situations that could result in an actual or apparent violation of this Code. The following areas are, however, of particular concern to the Company with respect to the ethical conduct of the Company's business.


The Company is strongly committed to conducting its business affairs with honesty and integrity and in full compliance with all laws, rules and regulations applicable to the Company's business in the countries in which it operates including applicable anti-bribery laws and insider trading laws. Each Employee must at all times respect and obey such laws, rules and regulations and should avoid any situation that could be perceived as improper, unethical or indicate a casual attitude towards compliance with such laws, rules and regulations. Although not all Employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from appropriate personnel. The Company provides all necessary information to its Employees to promote compliance with laws, rules and regulations, including insider-trading laws. With regard to anti-bribery laws, the Company provides further guidance to employees through the operation of an anti-bribery training program.


Employees and outside consultants 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 our business. All non-public information about the Company or its partners 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. Please see the Company's Disclosure Policy for further details on restrictions on trading and use of Company information. If you have any questions, please consult the Chair of the Company's Audit Committee.


Employees are not permitted to purchase financial instruments, including for greater certainty, prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in market value of the Company's shares held, directly or indirectly, by such Employee.


Any conflict of interest that occurs should be reported directly to the Chair of the Company's Audit Committee. Boteti Employees shall follow the procedures for reporting conflicts of interest as set out in the Boteti Code. A "conflict of interest" occurs when an individual's private interest interferes in anyway - or even appears to interfere - with the interests of the Company 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 objectively and effectively. Conflicts of interest also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company including but not limited to the receipt of loans or the guarantee of obligations.. Employees shall perform the responsibilities of their positions on the basis of what is in the best interests of the Company and free from the influence of personal considerations and relationships.


Employees are prohibited from (a) taking for themselves personally opportunities that are discovered through the use of Company property, information or position; (b) using Company property, information, or position for personal gain; and (c) competing with the Company. Employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.


Employees must maintain the confidentiality of information entrusted to them by the Company or its customers, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors or might be harmful to the Company or its partners and associates, if disclosed.


The Company firmly believes that fair competition is fundamental to the continuation of the free enterprise system. The Company complies with and supports laws which prohibit restraints of trade, unfair practices, or abuse of economic power.

The Company will not enter into arrangements that unlawfully restrict its ability to compete with other businesses, or the ability of any other business organization to compete freely with the Company. The Company's policy also prohibits Employees from entering into or discussing any unlawful arrangement or understanding that may result in unfair business practices or anticompetitive behavior.


All Employees should endeavour to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct, negative impact on the Company's image and profitability. All of the Company's assets should only be used for legitimate business purposes.

The obligation of employees to protect the firm's assets includes its proprietary information. Proprietary information includes intellectual property such as business, marketing and corporate development information, plans, engineering and all technical information, databases, records, salary information and any unpublished financial or technical data and reports. Unauthorized use or distribution of this information would violate this Code. It could also be illegal and result in civil or even criminal penalties.


The Company maintains a high standard of accuracy and completeness in its financial records. These records serve as a basis for managing our business and are crucial for meeting obligations to employees, customers, investors and others, as well as for compliance with regulatory, tax, financial reporting and other legal requirements. Employees, officers, and directors who make entries into business records or who issue regulatory or financial reports, have a responsibility to fairly present all information in a truthful, accurate and timely manner. No employee, officer or director shall exert any influence over, coerce, mislead or in any way manipulate or attempt to manipulate the independent auditors of the Company.

The Company maintains all records in accordance with laws and regulations regarding retention of business records. The term "business records" covers a broad range of files, reports, business plans, receipts, policies and communications, including hard copy, electronic, audio recording, microfiche and microfilm files whether maintained at work or at home. The Company prohibits the unauthorized destruction of or tampering with any records, whether written or in electronic form, where the Company is required by law or government regulation to maintain such records or where it has reason to know of a threatened or pending government investigation or litigation relating to such records.


To ensure this policy is communicated and complied with, a copy of the Code shall be provided to all Employees. A copy of the Boteti Code shall be provided to all Boteti Employees and shall be posted at the Karowe mine site in Setswana and in English.

On initial sign-on of all new employees, such employees will be required to acknowledge in writing that they have received, reviewed the policy and that they acknowledge its importance. A revised version of this policy will be distributed in accordance with the foregoing methods whenever changes are made. This policy must be strictly complied with.


It is the responsibility of all Employees to understand and comply with this Code.

The Board of Directors is ultimately responsible, acting through the Audit Committee, for this Code and monitoring compliance with this Code. Any waivers of the provisions of this Code may be granted only by the Board of Directors, if such waiver is for the benefit of a director or senior officer of the Company and such waiver shall be disclosed as may be required under applicable securities laws. Waiver for all other employees shall be granted exclusively by the Chief Executive Officer or any other Senior Officer as may be designated by the Audit Committee.

If you observe or become aware of an actual or potential violation of this Code or of any law or regulation, whether committed by the Company employees or by others associated with the Company, it is your responsibility to report the circumstances as outlined herein and to cooperate with any investigation by the Company. This Code is designed to provide an atmosphere of open communication for compliance issues and to ensure that employees acting in good faith have the means to report actual or potential violations.

All officers and all managers, including those at the Company's operating subsidiaries, at all levels shall maintain an "open door" policy regarding questions of business conduct as regards this Code and its applicability. Employees shall be encouraged to ask such questions in respect of any particular situation no matter how small or insignificant it may seem to be. Each employee is encouraged to be alert to any work related activities which could be construed as a violation of the Code. They should: (i) bring the matter to the attention of his/her immediate supervisor, or an officer of the Company, as appropriate or proceed internally on a confidential and/or anonymous basis as explained below; and (ii) take corrective action, if possible, to remediate the situation and/or prevent recurrence of the violation.

If any Employee is uncertain whether an activity in which he is engaged or an activity he is witnessing could be construed as a violation of the Code, he must discuss the matter with his immediate supervisor, or an officer of the Company, as appropriate. If it is determined that there is a violation, the Employee, supervisor or officer, as applicable, shall advise the Chair of the Audit Committee in writing.

To report a matter in a confidential or anonymous basis, an Employee may:
  • in confidence, send an email to the Chair of the Audit Committee at ; or
  • anonymously, post the complaint or concern to the Attention of the Chair of the Audit Committee, Lucara Diamond Corp., Suite 2000, 885 West Georgia Street, Vancouver, BC V6C 3E8.
Following the receipt of any reports submitted hereunder, the Chair of the Audit Committee will investigate each matter so reported and report to the Board which will take corrective disciplinary actions, if appropriate, up to and including termination of employment.

There will be no reprisals against employees, officers and directors for good faith reporting of compliance concerns or violations.

Reports received by the Chair of the Audit Committee will be retained for a period of seven years.
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