Sustainability

I. Introduction

Purpose and Scope

Our Code of Business Conduct and Ethics serves as a cornerstone of our commitment to maintaining the highest standards of integrity, accountability, and ethical conduct in all aspects of our business operations. This document outlines the fundamental principles that guide our interactions, decisions, and relationships within the company and with external stakeholders. The scope of this code extends to every individual associated with our organization, including employees, exclusive agents, officers, and directors, emphasizing that adherence to these principles is not just a corporate expectation but a fundamental condition of employment

Commitment to Integrity

At PAN AMERICAN ZINC,  we affirm our commitment to integrity as the core foundation of our corporate culture. We believe that ethical behavior is not only essential for our sustained success but is also a reflection of our values and responsibility to the broader community. This commitment extends beyond mere compliance with laws and regulations; it reflects a proactive dedication to fostering an environment where honesty, transparency, and fairness prevail.

Leading by Example

With that in mind, PAN AMERICAN ZINC expects its employees, exclusive agents and suppliers to act ethically and with a commitment to do the right thing regardless of the cost, to act consistently, and to apply the Code of Business Conduct and Ethics and our values every day.

Leaders set the right tone by:

• • Demonstrating high ethical standards and quality
  • Being proactive and taking steps to prevent problems before they happen
  • Encouraging employees and exclusive agents to speak up when something is wrong
  • Ensuring all employees and exclusive agents complete necessary or assigned training
  • Being visibly engaged and proactive in supporting ethics and compliance matters

Applicability to all Employees, Exclusive Agents, Officers, and Directors

This code applies uniformly and unequivocally to every member of our organization, irrespective of their position or role. It is our expectation that officers, directors, employees and exclusive agents at every level will familiarize themselves with the principles outlined herein and integrate them into their daily activities. Compliance with this code is not only a professional obligation but an expression of our shared commitment to ethical business practices, reinforcing our collective responsibility to uphold the reputation and values of PAN AMERICAN ZINC.

By embracing this Code of Business Conduct and Ethics, we affirm our dedication to creating a workplace characterized by integrity, respect, and a commitment to doing business the right way. This code represents a living document, subject to periodic review and updates to ensure its continued relevance and effectiveness in guiding our actions and decisions. Through our collective adherence to these principles, we aim to build a culture that fosters trust, transparency, and sustained success for PAN AMERICAN ZINC and all its stakeholders.

 

II. Compliance with Laws and Regulations

Overview of Relevant Laws and Regulations

At PAN AMERICAN ZINC, we recognize that operating ethically requires not only a commitment to our internal principles but also a strict adherence to the laws and regulations governing our industry. This includes but is not limited to the laws of the United States and the State of Florida where we are based, the laws of the countries where we operate and in particular the laws of Colombia and Mexico where some of our exclusive agents are based, as well as transnational laws and conventions. It is imperative that each member of our organization stay informed about these laws, seeking guidance when necessary, to ensure our business practices remain in compliance.

Duty to Report Violations

Upholding the law is a collective responsibility, and we encourage all employees and exclusive agents to promptly report any known or suspected violations of applicable laws and regulations. Reporting channels, outlined in subsequent sections, provide avenues for employees and exclusive agents to raise concerns without fear of retaliation. Timely reporting is crucial to addressing potential issues swiftly, minimizing the impact on the company and its stakeholders.

Non-Retaliation Policy

PAN AMERICAN ZINC is committed to fostering an environment where individuals feel secure in reporting violations. Retaliation against those who, in good faith, report concerns is strictly prohibited. We encourage open communication and are dedicated to investigating reports thoroughly while protecting the confidentiality of those who come forward. We understand that creating a culture of compliance requires trust, and our non-retaliation policy is a fundamental element in building and maintaining that trust.

In ensuring compliance with laws and regulations, we not only fulfill our legal obligations but also reinforce our commitment to responsible and ethical business practices. By upholding the highest standards of legal compliance, we safeguard the reputation and integrity of PAN AMERICAN ZINC, contributing to the long-term success and sustainability of our business.

 

III. Conflicts of Interest

Definition and Examples of Conflicts of Interest

At PAN AMERICAN ZINC, we recognize that maintaining the trust of our stakeholders requires vigilance in identifying and addressing conflicts of interest. A conflict of interest arises when personal interests interfere, or appear to interfere, with the interests of the company. Such conflicts may take various forms, including financial, professional, or personal. It is essential for our employees, exclusive agents, officers, and directors to be aware of situations that could give rise to conflicts and to disclose them promptly.

We have an obligation to each other, our shareholders and our suppliers to make all business decisions based solely on sound business judgment. A conflict of interest may exist if we have a bias, personal, or financial interest that interferes with our ability to make an objective business decision in the best interest of PAN AMERICAN ZINC. Examples of conflicts of interest may include:

• • Outside jobs and affiliations with suppliers, customers, competitors or government agencies
  • Supervising friends or relatives
  • Having an intimate relationship with another employee for whom you influence decisions, such as salary, performance rating or promotions
  • Serving as a paid-board member of another organization
  • Investments, including with relatives, that might influence or appear to influence your judgment
  • Giving or receiving gifts due to your employment with PAN AMERICAN ZINC

Conflicts of interest are not necessarily wrong or unethical, but it is important that they be identified and appropriately managed. It is also important to avoid any actions or relationships that create, or even have the appearance of creating, a conflict of interest.

Procedures for Disclosing Conflicts

Transparent disclosure is critical in managing conflicts of interest effectively. Employees and exclusive agents are required to disclose any potential or actual conflicts using the designated channels outlined in our policies. Disclosures should be made promptly upon becoming aware of the conflict, allowing for a timely and appropriate assessment. The responsibility for managing and addressing conflicts extends to all levels of the organization, ensuring that decisions are made with the best interests of PAN AMERICAN ZINC in mind.

Management of Conflicts of Interest

Upon disclosure, conflicts of interest will be reviewed and evaluated by the appropriate channels within the organization. Depending on the nature and severity of the conflict, management may involve recusal, adjustments to job responsibilities, or other measures designed to mitigate the conflict. Our commitment to managing conflicts underscores our dedication to making decisions that prioritize the well-being and success of PAN AMERICAN ZINC and its stakeholders.

By proactively addressing conflicts of interest, we reinforce our commitment to fairness, transparency, and the ethical conduct of business. Every member of PAN AMERICAN ZINC plays a crucial role in upholding these principles, contributing to a workplace where trust and integrity prevail, fostering an environment that is conducive to our collective success.

 

IV. Ethical Decision-Making

Guiding Principles for Ethical Decision-Making

At the core of PAN AMERICAN ZINC’s values is a commitment to ethical decision-making. Our success is built upon the choices we make every day, and we recognize that those choices impact not only our colleagues and the company but also the broader community. This section provides guiding principles to assist employees, exclusive agents, officers, and directors in navigating complex ethical dilemmas. Upholding integrity, honesty, and accountability should be the guiding lights in all decision-making processes.

Steps for Addressing Ethical Dilemmas

Ethical dilemmas are inevitable in the business world. When faced with such situations, it is imperative that individuals follow a structured approach to arrive at ethical decisions. This includes thorough consideration of the potential consequences, consultation with supervisors or management, and alignment with the principles outlined in our code. Encouraging open dialogue and seeking guidance when faced with uncertainties are fundamental to maintaining our commitment to ethical business conduct.

Reporting Unethical Behavior

A cornerstone of our ethical culture is the responsibility of every member of PAN AMERICAN ZINC to report unethical behavior promptly. If employees or exclusive agents become aware of any violation of our code or witness behavior that goes against our guiding principles, we provide clear channels for reporting. This enables us to address such concerns swiftly, reinforcing our commitment to a workplace characterized by accountability and ethical behavior.

In embracing ethical decision-making, we empower our employees and exclusive agents to navigate complex situations with confidence, knowing that their choices align with the principles that define PAN AMERICAN ZINC. By encouraging a culture where ethical considerations are of major importance, we strengthen our reputation, build trust with stakeholders, and ensure the long-term success of our company in an environment where integrity is valued above all else.

 

V. Respectful, Safe and Healthy Workplace

Anti-Harassment and Anti-Discrimination Policies

At PAN AMERICAN ZINC, we are committed to nurturing a workplace that values and respects the dignity of every individual. Harassment and discrimination have no place in our organization. This section outlines our zero-tolerance policies against any form of harassment or discrimination.

Harassment includes derogatory, degrading or demeaning words or gestures, such as making comments to a coworker based on race, color, sex, religion, national origin, sexual orientation, gender identity or expression, disability, age, veteran’s status or any other characteristic protected by law. It also includes violent or threatening behavior. You must exercise caution when making offhand comments or jokes and be sensitive to the fact they could unintentionally hurt or offend another person. We emphasize the importance of creating an inclusive and diverse environment where every member is treated with fairness and respect.

All forms of sexual harassment go against our values and are prohibited by PAN AMERICAN ZINC. These include, but are not limited to, unwelcome physical contact of asexual nature, requesting sexual favors in exchange for job benefits, threatening penalties if sexual favors are not granted, and any conduct of a sexual nature that interferes with an individual’s work performance or creates an offensive work environment.

Diversity and Inclusion

We believe that diversity is not only a strength but a fundamental aspect of our success. PAN AMERICAN ZINC is dedicated to promoting diversity and inclusion at every level of the organization. We actively seek to create a workplace that reflects the varied backgrounds, experiences, and perspectives of our employees and exclusive agents. This commitment is not just a moral imperative but a strategic advantage that enriches our culture and enhances our ability to innovate, adapt and attain operational excellence. Thus we are committed to a workplace where everyone feels that they belong, everyone is treated with respect, opinions are valued, and people are encouraged to speak up and share ideas.

Professional Communication and Behavior

A respectful workplace is built on professional communication and behavior. This includes maintaining a courteous and inclusive tone in all interactions. Employees and exclusive agents are expected to communicate effectively, avoiding language or actions that may be offensive or disrespectful. By upholding these standards, we contribute to a positive work environment where collaboration and teamwork thrive.

Promoting a Safe and Healthy Workplace

Our highest priority is the health and safety of our employees and exclusive agents and their families. To that end, PAN AMERICAN ZINC is committed to providing a safe and healthy workplace and strives to have zero workplace fatalities, injuries, and occupational illnesses. No job will be considered so important, and no schedule so urgent, that time cannot be taken to perform work safely. Accordingly, if at any time you feel that you or a coworker are in danger or cannot perform a job in a safe manner, stop work immediately and talk to your next-level Manager or contact your local health and safety representative (normally the country or company manager).

PAN AMERICAN ZINC will provide the training, tools, and resources needed for employees and exclusive agents to identify risks, eliminate hazards and work safely. If a hazard cannot be eliminated, employees and exclusive agents must work together with supervisors and safety staff to ensure that itis effectively controlled. Employees and exclusive agents must also share information about potentially fatal events, near misses, and best practices so we can learn from each other and improve safety practices.

Ensuring a Drug- and Alcohol-Free Workplace

To do our jobs safely and efficiently, we must be able to think clearly and react quickly. That is why we must report to work free from the influence of any substance that could impair or impede our work performance, or create an unsafe working environment. To maintain a safe work environment, PAN AMERICAN ZINC may require drug and alcohol testing in the following circumstances: post-offer/pre-employment, for cause, post-accident, random or as otherwise provided by applicable PAN AMERICAN ZINC policy. All testing will be performed to the extent permitted by applicable laws.

Protecting Employee and Exclusive Agents Privacy and Information

PAN AMERICAN ZINC respects employee and exclusive agents personal information and complies with all applicable laws that protect the privacy and confidentiality of employees’ or exclusive agents’ personal, medical, and financial records and information. We expect that employees and exclusive agents with access to personal information to protect that information in accordance with these standards. We also respect the need for a strong work-life balance and the right of employees and exclusive agents to keep personal activities outside the workplace confidential. Accordingly, PAN AMERICAN ZINC will not investigate personal conduct outside the work place unless such conduct impairs your work performance or safety, or affects the reputation or legitimate business interests of PAN AMERICAN ZINC.

That said, use of PAN AMERICAN ZINC-provided equipment, services and time spent on PAN AMERICAN ZINC property  or at PAN AMERICAN ZINC’s sponsored trade fairs, conventions or exhibitions should not be considered private. PAN AMERICAN ZINC reserves the right to inspect telephone records, cell phones, lockers, email, Internet usage, business documents and other workspaces, as well as personal containers on PAN AMERICAN ZINC property or its affiliate companies’ property, to the extent permitted by applicable law.

In committing to a respectful, safe and healthy workplace, we recognize that it is the collective responsibility of every member of PAN AMERICAN ZINC. By embracing diversity and maintaining a culture of inclusion, we cultivate an environment that prompts creativity, productivity, and employee well-being. Together, we ensure that our workplace reflects the values we hold dear and contributes to the success and prosperity of PAN AMERICAN ZINC.

 

VI. Protection of Company Assets

Proper Use of Company Resources

At PAN AMERICAN ZINC, we consider our resources as valuable assets essential for our success. Employees, exclusive agents, officers, and directors are expected to use company assets, including but not limited to equipment, facilities, and technology, for legitimate business purposes. Misuse, misappropriation, or waste of these resources is not only inconsistent with our values but also compromises our ability to achieve our goals.

We also have a responsibility to report abuse of our assets by others to management. PAN AMERICAN ZINC assets include physical property (such as computers, vehicles and equipment), financial assets (money, corporate credit cards), information (nonpublic data about PAN AMERICAN ZINC’s business) and intangible assets (such as ideas, designs and intellectual property).

Electronic messages are PAN AMERICAN ZINC property when sent or received using any aspect of PAN AMERICAN ZINC technology or when pertaining to PAN AMERICAN ZINC business. These electronic messages (whether email, voicemail, instant messages or text messages) are coverable, forwardable and potentially permanent record of your communications, and are subject to PAN AMERICAN ZINC’s Information Technology Policies.

To the extent permitted by applicable laws, PAN AMERICAN ZINC specifically reserves the right to permit PAN AMERICAN ZINC-approved representatives to monitor, access and review any documents housed in PAN AMERICAN ZINC storage systems, and to monitor and review use of the Internet during work hours, any business communications sent or received using PAN AMERICAN ZINC electronic communication systems, and telephone records, even after the employee has deleted or erased them. All such documents, data and records are the property of PAN AMERICAN ZINC and may be used and disclosed by PAN AMERICAN ZINC as it sees fit. Employees and exclusive agents should not assume that communications made or documents, data or records stored on PAN AMERICAN ZINC’s electronic systems will be private and not be accessed by PAN AMERICAN ZINC.

Confidentiality of Company Information

Protecting the confidentiality of company information is paramount to maintaining a competitive edge and fostering trust with stakeholders. Employees and exclusive agents must adhere to strict guidelines regarding the handling of proprietary and confidential information. This includes customer data, trade secrets, and other sensitive information. Unauthorized disclosure or use of such information is strictly prohibited, and employees or exclusive agents are obligated to follow established protocols to safeguard the confidentiality of company assets.

Intellectual Property Protection

Our strategic thinking, creativity and innovative ideas make significant contributions to PAN AMERICAN ZINC’s continued success in the marketplace. We must safeguard, protect, and use responsibly our confidential information and intellectual property, which may include exploration plans, business objectives, unpublished financial information, computer programs, customer, supplier, or pricing information, operating plans, formulas and technical data, trade secrets or patent applications. Employees and exclusive agents are expected to adhere to applicable laws and regulations governing intellectual property, ensuring the proper use and protection of patents, trademarks, copyrights, and trade secrets.

It also is important that we respect other companies’ confidential information and intellectual property, which we must protect as if such confidential information were our own. We must respect trademarks and copyrighted material and, if using the intellectual property of another, follow all applicable license terms. If you have questions about another company’s intellectual property, you should consult your next-level Manager or PAN AMERICAN ZINC’s Management

By upholding the principles outlined in this section, we ensure the responsible stewardship of PAN AMERICAN ZINC’s assets. Each member of our organization plays a crucial role in preserving the integrity and value of these assets, contributing to the sustained success and growth of our company. In doing so, we reinforce our commitment to ethical conduct and responsible business practices, building a foundation for enduring success.

 

VII. Fair Competition and Anti-Bribery

Compliance with Antitrust and Competition Laws

PAN AMERICAN ZINC is committed to fair competition and upholding antitrust laws that promote healthy market competition. This section outlines our dedication to conducting business in a manner that complies with antitrust and competition laws. Employees, exclusive agents, officers, and directors must be aware of the legal framework governing our industry and avoid engaging in practices that could restrain trade, limit competition, or harm consumers. Collaboration with competitors should always adhere to applicable laws, ensuring a level playing field for all market participants.

Promoting Fair Competition

The United States, the European Union, countries in the Asia-Pacific region and many other nations have laws and regulations that prohibit agreements or actions among competitors. These laws are designed to encourage competition and promote a fair market for doing business. However, these laws are complex, vary from country to country and cause serious legal consequences for employees, exclusive agents and companies if violated. It is critical we avoid even the appearance of an agreement to engage in any prohibited activity with a competitor or customer. For questions about anti-competitive behavior, talk to your next-level Manager, or to PAN AMERICAN ZINC Management.

Adhering to International Trade Regulations

We are a global company, which requires us to comply with laws that restrict international trade. Serious penalties can apply when these laws are broken. In addition, violation of trade control laws can undermine the stated objectives of our host countries and PAN AMERICAN ZINC’s reputation. If your work involves buying, selling or shipping products, technologies or services across international borders, make sure you keep up to date with applicable rules. Some of the activities trade control laws govern include:

• • Export and import controls. These controls are laws that regulate the movement of goods across national borders. They frequently require that we follow specific guidelines, receive the proper approvals, and pay duties and taxes on items being transported from one country to another.
  • Economic trade sanctions. These laws restrict trade with certain countries, individuals or entities. To ensure compliance, PAN AMERICAN ZINC has developed procedures that include requiring regular screening of customers and suppliers against government lists of sanctioned parties, using OFAC website (https://ofac.treasury.gov).
  • Illegal boycotts. U.S. laws prohibit companies from complying with international boycotts that are not approved by the U.S. government. Any employee or exclusive agent who receives a request to participate in a boycott or other prohibited trade practice must contact PAN AMERICAN ZINC Management immediately.
  • Money laundering. Money laundering is when individuals or entities move funds obtained through criminal activities through the financial system to hide traces of their criminal origin, or otherwise enter into transactions to make these funds look legitimate.

Anti-Bribery and Anti-Corruption Policies

At PAN AMERICAN ZINC, we maintain a zero-tolerance policy for bribery and corruption. Employees, exclusive agents, officers, and directors are explicitly prohibited from offering, giving, receiving, or soliciting bribes or kickbacks, whether directly or indirectly. We adhere to the principles of transparency, integrity, and accountability in all business dealings, particularly when interacting with government officials, clients, suppliers, and other external parties.

Corruption and bribery will result in disciplinary action, including termination, as well as possible civil and criminal consequences for the offending individual(s).

PAN AMERICAN ZINC also prohibits expediting payments to Government Officials, if ever the situation arises. However, in limited situations facilitation payments may be allowed as per below functions.

Facilitating or expediting payments are those payments made to ensure or expedite a Government Official’s performance of routine governmental functions (such as visa processing, providing utility service and issuing routine licenses or permits to which you are legally entitled).

Consistent with these laws, PAN AMERICAN ZINC employees and exclusive agents and suppliers shall not make promises or transfers of anything of value to Government Officials unless such actions are consistent with our policies and applicable laws, properly authorized according to our internal procedures, properly accounted for, and clearly and accurately identified on PAN AMERICAN ZINC’s books and records. These types of payments may include reimbursement for travel expenses, charitable contributions, or gifts and entertainment. If you are asked to make an improper payment or account for a transaction in an incorrect manner, or become aware of any transaction that may involve an improper payment, report it promptly to your next-level Manager or to PAN AMERICAN ZINC Management.

Interactions with Government Officials

Our interactions with government officials are guided by the principles of transparency and compliance with applicable laws. All interactions with government officials must be in accordance with local and international laws, avoiding any form of bribery, influence peddling, or other improper practices. Employees and exclusive agents must seek guidance when uncertainties arise.

By upholding fair competition and anti-bribery practices, we affirm our commitment to conducting business with integrity, honesty, and in full compliance with the law. These principles not only protect PAN AMERICAN ZINC from legal risks but also contribute to building trust with our customers, partners, and the communities we serve. Through our commitment to fair and ethical business practices, we position PAN AMERICAN ZINC as a responsible and trustworthy participant in the marketplace.

 

VIII. Financial Integrity and Reporting

Accurate and Transparent Financial Reporting

PAN AMERICAN ZINC places a premium on accurate and transparent financial reporting as a cornerstone of our commitment to accountability. PAN AMERICAN ZINC is committed to providing our shareholders, bankers and auditors with full, accurate, timely and understandable information about PAN AMERICAN ZINC’s financial transactions and results of operations in accordance with applicable securities laws. It is the obligation of all employees, exclusive agents , officers, and directors to ensure that financial records, statements, and reports accurately reflect the company’s financial position and performance. Falsification, manipulation, or misrepresentation of financial information is strictly prohibited, and all accounting practices must adhere to the highest standards of integrity and transparency.

Internal Controls and Accountability

Maintaining effective internal controls is crucial for the reliability of financial reporting and the safeguarding of company assets. Employees and exclusive agents are expected to adhere to established internal controls and procedures, ensuring the accuracy and reliability of financial information. Accountability is paramount, and individuals responsible for financial reporting must exercise due diligence in their roles, promptly addressing any issues or discrepancies.

Managing Our Records Appropriately

Various laws and regulations require PAN AMERICAN ZINC to record and preserve business information. Managing our records effectively helps us to make better business decisions and meet our legal, regulatory and contractual obligations.

From time to time, a government or tax or customs investigation, an audit or a legal proceeding may require that certain records be held and preserved. You will be advised of the issuance of a legal hold notice.

Detecting Fraud

Fraud is the intentional act of deceiving or misrepresenting facts for personal gain (either for an individual or for PAN AMERICAN ZINC itself). PAN AMERICAN ZINC does not tolerate fraud, attempts to conceal fraud, or the failure to report suspected fraud and will take disciplinary action against these types of activities.

Our employees, exclusive agents, officers, directors and suppliers play an important role in preventing, detecting and reporting fraud. You must report all known or suspected fraud, no matter how insignificant the dollar amount or how the issue may appear. For questions about potential fraudulent activity or to disclose fraud, contact your next-level Manager, or PAN AMERICAN ZINC Management, or whistle-blower channel.

Prohibition of Insider Trading

PAN AMERICAN ZINC is committed to preventing insider trading and ensuring a level playing field for all investors. We each have access to inside information about our vendors, customers, or other third parties due to our daily responsibilities. Often that information is something an investor would consider when making investment or trading decisions. While in possession of this type of information, we cannot buy or sell stock of our business partners. Similarly, we cannot provide inside information to anyone or suggest that someone should buy or sell our business partner’s stock based on inside information.

Employees, exclusive agents, officers, and directors must comply with insider trading laws and company policies, respecting blackout periods and reporting any potential violations promptly. If you have access to inside information and have questions about making a trade or sharing information, contact the Management.

Responding to Inquiries from Banks, Investors, Analysts and the Media

We have the responsibility to comply with laws regarding fair and timely disclosure of PAN AMERICAN ZINC information, including the requirements set forth in applicable securities laws such as the Dodd-Frank Regulations in the U.S. We also have a responsibility to ensure that any information about PAN AMERICAN ZINC is accurate, complete, and presented in a clear manner.

That’s why it’s important that only authorized individuals speak or provide information to investors, analysts or the media about PAN AMERICAN ZINC’s plans, projects, strategies and financial information. External communication with these groups requires careful consideration and expert understanding of legal and media issues. Authorized spokespersons for PAN AMERICAN ZINC include:

• • For media inquiries: the Management
  • For inquiries from banks, investors, analysts, or others outside PAN AMERICAN ZINC: the CEO or the Vice-President Sales or the Controller.

Upholding financial integrity and reporting practices is not only a legal requirement but a reflection of our commitment to transparency and trustworthiness. By adhering to these principles, we protect the interests of our stakeholders and reinforce PAN AMERICAN ZINC’s reputation for financial responsibility and ethical conduct. Each member of our organization contributes to the accuracy and reliability of our financial information, ultimately safeguarding the long-term success of our company.

 

IX. Gifts, Entertainment, and Relationships

Guidelines for Accepting and Giving gifts, entertainment or hospitality (GEH)

PAN AMERICAN ZINC acknowledges the importance of maintaining transparency and preventing potential conflicts of interest when it comes to GEH. We provide clear guidelines for employees, exclusive agents, officers, and directors regarding the acceptance and giving of GEH. As a general matter, GEH are acceptable if they are not requested or solicited, are below a nominal value to be advised by PAN AMERICAN ZINC management, are infrequent, are not cash or cash equivalent, are not given or received to influence someone, and do not take advantage of our position with a supplier. However, accepting GEH during a bidding process (if applicable to our business) is absolutely prohibited.

We have many suppliers who are vital to our success, which is why relationships with suppliers must be based entirely on sound business decisions and fair dealing. GEH can build goodwill, but they also can make it harder to be objective about the person who provides them. None of us should give GEH to, or accept them from, any organization or individual if doing so might impair, or appear to impair, our ability to perform PAN AMERICAN ZINC duties or to exercise judgment in a fair and unbiased manner. When GEH are given or received from suppliers or commercial partners pursuant to an improper motive, PAN AMERICAN ZINC and PAN AMERICAN ZINC employee and exclusive agents giving/receiving the gift may face severe penalties under the commercial bribery statutes of the various locations in which PAN AMERICAN ZINC operates.

PAN AMERICAN ZINC GEH Policy contains specific rules and guidelines about giving and accepting gifts and entertainment. All PAN AMERICAN ZINC employees and exclusive agents are responsible for reviewing and fully complying with this policy. Furthermore, some PAN AMERICAN ZINC foreign-based offices have local policies containing additional guidelines dictating when gifts and similar benefits are permissible. Consequently, please be sure to check local site policies or talk to your next-level Manager for more information.
For a copy of our Gifts, entertainment or hospitality policy (GEH), please contact our company.

Rules for GEH

Entertainment and hospitality are integral components of business relationships, but they must be conducted ethically and in line with our values. Our principles governing entertainment and hospitality expenses and behaviors emphasize that such activities should be reasonable, appropriate, and directly related to business purposes. Excessive or lavish entertainment may create perceptions of favoritism and should be avoided.

Personal Relationships Impacting Business Decisions

PAN AMERICAN ZINC recognizes that personal relationships can impact business decisions. This section underscores the importance of disclosing any personal relationships that may give rise to conflicts of interest. Employees, exclusive agents, officers, and directors are expected to avoid situations where personal relationships could compromise the fair and impartial judgment required in business transactions. Full disclosure ensures that potential conflicts are identified and managed appropriately.

By establishing clear guidelines on GEH, PAN AMERICAN ZINC seeks to uphold the highest standards of transparency, integrity, and fairness in all business dealings. Employees and exclusive agents play a crucial role in maintaining the trust of our stakeholders by adhering to these guidelines, contributing to a workplace where business decisions are made based on merit and without undue influence.

 

X. Environmental and Social Responsibility

Commitment to Sustainability

PAN AMERICAN ZINC recognizes its responsibility to contribute to a sustainable and environmentally-conscious future. We reaffirm our commitment to sustainable business practices that minimize our environmental impact. We strive to operate efficiently, conserve resources, and adopt technologies that reduce our carbon footprint. Our commitment extends beyond compliance with environmental laws; we aim to be proactive stewards of the environment, continually seeking opportunities to improve our sustainability practices.

Corporate Social Responsibility (CSR)

PAN AMERICAN ZINC believes in making a positive impact on the communities we serve. We commit to corporate social responsibility (CSR) initiatives that go beyond profit considerations. By contributing to social well-being, we strengthen our relationships with local communities and create a positive legacy for PAN AMERICAN ZINC

We recognize that our operations, direct or indirect via our suppliers and customers, have significant economic, social and environmental impacts on local communities. Some of these impacts include land use changes and population influx, while others include economic opportunities and development in the areas of infrastructure, health and education.

To that end, PAN AMERICAN ZINC strives to develop positive relationships in these communities and engages openly and transparently with our stakeholders to operate and grow our business. In each of the areas where we operate, we strive to collaborate with communities to minimize and mitigate adverse impacts and cultivate opportunities to maximize benefits. We maintain formal stakeholder engagement programs near our operations, some of which may include philanthropic activities, support of community development projects, and volunteer efforts by employees and exclusive agents.

Respecting Human Rights

Respect for human rights is a strong commitment of PAN AMERICAN ZINC. Our policy is to conduct our operations in a manner consistent with the United Nations Universal Declaration of Human Rights, and to align our human rights due diligence practices with the U.N. Guiding Principles on Business and Human Rights. We promote human rights awareness through engagements with host governments and local communities. When operating in, transporting from or trading with conflict-affected and high-risk areas, we will not tolerate, contribute to, assist with, facilitate the commission by any party to, or by any means profit from the abuse of people, including any forms of forced or compulsory labour, child labour, human rights violations or any other serious violations of international humanitarian law. Please refer to PAN AMERICAN ZINC Policies for more information. If you have concerns about human rights violations, contact PAN AMERICAN ZINC Management.

Political Activities

PAN AMERICAN ZINC encourages employees and exclusive agents to register, vote and stay informed on political matters important to the success of our business and our communities. However, if you participate in political activities, you must use your own time and resources and make it clear that your actions and political views are your own and not PAN AMERICAN ZINC’s. For example, you cannot engage in personal political activities during paid working hours, use PAN AMERICAN ZINC resources (such as email, phones and meeting rooms) or place political signs in the workplace.

PAN AMERICAN ZINC recognizes that public policy decisions can greatly impact our operations and future business opportunities. Through lobbying activities, we share information and views on issues of public concern that have an important impact on PAN AMERICAN ZINC. Lobbying is aimed at influencing public policy decisions by providing information to elected or appointed officials and their staff, and is strictly regulated by host governments. Only authorized employees or exclusive agents may contact government officials and staff, or otherwise direct lobbying activities.

PAN AMERICAN ZINC does not contribute PAN AMERICAN ZINC’s funds directly to candidates for public office, political parties or committees organized to fund candidates. PAN AMERICAN ZINC does make contributions to nonpartisan voter registration, education and turnout programs.

Environmental Stewardship

We acknowledge the importance of preserving the environment for future generations. We emphasize our dedication to responsible environmental stewardship, including waste reduction, energy efficiency, and sustainable sourcing practices. We review and take account of the environmental effects of our activities and plan and conduct our operations in a manner that minimizes adverse environmental impacts through each project’s life cycle. Please refer to PAN AMERICAN ZINC Policies for more information. If you have concerns about the environmental impacts of our operations or are aware of specific violations of environmental laws or permits, contact PAN AMERICAN ZINC Management.

By integrating environmental and social responsibility into our business practices, PAN AMERICAN ZINC aspires to be a responsible corporate citizen. Through sustainable and socially conscious initiatives, we aim to create a positive impact on the world around us. Employees and exclusive agents are encouraged to actively participate in these efforts, reinforcing our collective commitment to building a better, more sustainable future.

 

XI. Disciplinary Actions and Consequences

Procedures for Investigating Violations

PAN AMERICAN ZINC is dedicated to maintaining a workplace characterized by integrity and ethical behavior. We hereby outline the procedures that will be followed in the event of reported violations of our Code of Business Conduct and Ethics. All reported concerns will be thoroughly and impartially investigated by the appropriate channels within the organization. This process ensures a fair and objective evaluation of alleged violations.

Disciplinary Actions for Non-Compliance

Violations of our code undermine the principles that define PAN AMERICAN ZINC’s values. We will implement a range of disciplinary actions in response to confirmed instances of non-compliance. Disciplinary measures may include verbal or written warnings, probation, suspension, termination of employment, or legal action depending on the severity and nature of the violation. Consistency in the application of these consequences is critical to reinforcing our commitment to ethical conduct.

PAN AMERICAN ZINC is committed to doing what is right, and as an employee, you are responsible for upholding this commitment. This means complying with the Code of Business Conduct and Ethics, the policies that apply to your job, other PAN AMERICAN ZINC policies, and laws, as well as reporting possible violations. Failure to do so could result in disciplinary action up to and including termination of employment.

Reporting a violation of our Code of Business Conduct and Ethics, PAN AMERICAN ZINC policy or the law does not absolve you from accountability for personal involvement in any wrongdoing or work performance. It may, however, be considered as a factor in your favor when reviewing possible disciplinary action.

Remediation and Corrective Actions

In addition to disciplinary measures, PAN AMERICAN ZINC is committed to implementing remediation and corrective actions to address the impact of violations and prevent their recurrence. This may involve process improvements, additional training, or other measures designed to strengthen our ethical culture and mitigate the risk of future breaches. The focus is not only on consequences but also on learning and improvement.

Upholding our Code of Business Conduct and Ethics is a shared responsibility, and all employees, exclusive agents , officers, and directors are expected to comply with its provisions. The disciplinary actions outlined herein serve as a deterrent against unethical behavior, protecting the interests of our stakeholders and reinforcing the importance of ethical conduct in all aspects of our operations. Through consistent enforcement and continuous improvement, we fortify the ethical foundation of PAN AMERICAN ZINC.

 

XII. Periodic Training and Communication

Ongoing Training Programs

PAN AMERICAN ZINC is committed to ensuring that all members of our organization have a comprehensive understanding of our Code of Business Conduct and Ethics. Regular training sessions will cover updates to the code, relevant laws and regulations, and case studies to enhance understanding and application.

Regular Communication of Code Updates

In our dynamic business environment, it is essential to keep our code aligned with evolving industry standards and regulations. We commit to regularly reviewing and updating the code as needed. Updates may be communicated through various channels, including training sessions, company-wide announcements, and accessible documentation. Open communication ensures that all members of PAN AMERICAN ZINC are aware of and understand the latest ethical guidelines.

Acknowledgment of Understanding and Compliance

To reinforce the importance of adherence to our code, all employees, officers, and directors are required to acknowledge their understanding and commitment to comply with the principles outlined herein. This acknowledgment, often in the form of a signed document or email, serves as a formal record of an individual’s commitment to upholding the ethical standards of PAN AMERICAN ZINC.

Through ongoing training, effective communication, and individual acknowledgments, we encourage a culture of continuous improvement and awareness. PAN AMERICAN ZINC is dedicated to equipping its workforce with the knowledge and tools necessary to make ethical decisions in every aspect of their roles, reinforcing our commitment to integrity and ethical conduct.

 

XIII. Reporting Mechanisms

The Importance of Speaking Up

Each of us has a responsibility to report suspected violations of our Code of Business Conduct and Ethics, our policies, procedures, or the law, to the appropriate personnel as quickly as possible. This ensures that any issues are addressed and resolved in a timely manner. We have an open-door culture; we all should feel free to openly discuss any questions or concerns about the way we conduct business. This open communication is vital to our growth as employees and exclusive agents, a team and a company.

If you ever suspect that a policy has been violated, have a question about a policy or practice, or have a suggestion on how to improve things, we encourage you to discuss it with your supervisor first. They usually are the best individuals to address issues quickly and efficiently. If you are not comfortable going to your next-level Manager, you have other options including contacting PAN AMERICAN ZINC Chief Executive Officer. Additionally, as described in this paragraph, you have the option to file a report (anonymous or not) through PAN AMERICAN ZINC whistle-blower channel.

Reporting channels:

(a) The next level of management;

(b) The manager responsible for the department concerned or the country manager if applicable;

(c) The top management of PAN AMERICAN ZINC

(d) The Chief Executive Officer of PAN AMERICAN ZINC

(e) PAN AMERICAN ZINC whistleblower channel – via The Raising Concerns tool operated via Marc Natan/Manco (marc.natan@manco.fr)

These reporting channels provide a confidential, easy to use, and always available way for PAN AMERICAN ZINC employees, exclusive agents or third parties (such as PAN AMERICAN ZINC’s suppliers and business partners) to report suspicious or unethical behavior. PAN AMERICAN ZINC employees and exclusive agents can easily find the most suitable channel by downloading the Raising Concerns Form from the company’s shared OneDrive. Reports submitted through the PAN AMERICAN ZINC whistleblower channel will be received by PAN AMERICAN ZINC designated third party. Reports can be submitted either anonymously or by name, and regardless of the approach submitted, all reports will be taken seriously and will be duly and promptly considered.

Whistleblower Protection

PAN AMERICAN ZINC is committed to creating an environment where individuals feel empowered to speak up about ethical concerns without fear of retaliation. We have a commitment to whistleblower protection. Whistleblowers, those who report concerns or violations in good faith, will be shielded from any form of retaliation. We recognize the importance of their role in maintaining the integrity of our organization and are committed to ensuring their protection.

Anonymous Reporting Channels

To encourage open and honest reporting, PAN AMERICAN ZINC provides anonymous reporting channels. Employees, exclusive agents, officers, and directors have the option to report concerns confidentially without disclosing their identity. These channels are designed to facilitate the reporting of potential violations, ensuring that individuals feel secure in coming forward with information that is crucial to the maintenance of ethical standards.

Investigation and Follow-up Process

PAN AMERICAN ZINC takes reports of alleged Code of Business Conduct and Ethics or policies or laws violations seriously, no matter how the report is received. We strive to review and resolve each issue quickly, thoroughly and as confidentially as possible. We do this at a local level unless we believe the situation requires otherwise. Human resources matters may be referred to the local human resources representative, accounting issues to the local controller and safety issues to the local safety manager. Depending on the situation, investigations may be conducted by the Management or outside counsel.

Reports will be promptly and thoroughly investigated by designated individuals or teams within the organization. The investigation process is designed to be fair, impartial, and objective, with outcomes communicated to the whistleblower (when applicable) in a timely manner. Follow-up actions, including corrective measures, will be implemented as necessary to address confirmed violations.

Cooperating with an Investigative Process

You may be asked to participate in an investigation of an incident that has been reported by a fellow employee or supplier. Participating in an investigation does not mean that you are in trouble or that anyone has reported a concern about you directly. It could mean that you were a witness to an event or may, because of your position, have information required to investigate a reported concern. If you are involved in an investigation, you are expected to cooperate fully, and be truthful, honest and forthright. Failure to do so may result in disciplinary action upto and including termination of employment. PAN AMERICAN ZINC will take reasonable steps, to the extent possible and appropriate, to keep confidential any information you provide as well as the results of the investigative process.

By establishing robust reporting mechanisms, PAN AMERICAN ZINC aims to create a culture where ethical concerns can be raised and addressed without fear of reprisal. Whistleblowers play a vital role in our commitment to accountability and transparency, and their protection is integral to maintaining a workplace characterized by ethical conduct and trust.

 

XIV. Review and Revision

Waivers

PAN AMERICAN ZINC does not expect to grant any waivers to this Code of Business Conduct and Ethics. However, waivers of any provisions for employees, exclusive agents or executive officers may be made only by the Chief Executive Officer, and if applicable, approved by PAN AMERICAN ZINC’s outside counsel. Any such waivers will be disclosed promptly as required by applicable law.

Regular Review and Update of the Code

PAN AMERICAN ZINC is committed to the continuous improvement of our Code of Business Conduct and Ethics. A scheduled review process, conducted yearly, allows for timely updates and enhancements to the code, reinforcing its relevance and effectiveness.

Feedback Mechanisms for Continuous Improvement

We encourage feedback from employees, exclusive agents officers, and directors to foster a collaborative approach to code refinement. By actively seeking and considering feedback, we aim to create a code that reflects the diverse perspectives within PAN AMERICAN ZINC and incorporates valuable insights to strengthen our ethical framework.

 

XV. Conclusion

Acknowledgment of Commitment to the Code

All employees, exclusive agents, officers, and directors are expected to reacknowledge their understanding and commitment to comply with the updated code.

Through regular reviews, feedback mechanisms, and reaffirmation of commitment, PAN AMERICAN ZINC seeks to maintain a Code of Business Conduct and Ethics that is responsive to the evolving business landscape and reflective of our unwavering commitment to ethical business practices. This commitment ensures that our code remains a living document, adapting to changes in the external environment while preserving the core values that define PAN AMERICAN ZINC.

This code shall come into force on the date of issuance by the Chief Executive Officer and its promulgation.

If any policy previously issued by PAN AMERICAN ZINC conflicts with this code, this code shall prevail.

 

Issued: May 1^st 2024
Last updated: June 1^st 2024
Approver: Dan Marjenberg