Ethics

Optima’s success is built on a commitment to highest standards of corporate governance and professional integrity. We conduct our business around the world in an ethical, honest and accountable manner and in accordance with all applicable laws, rules and regulations. We value and are committed to transparency in our business practices, consistent with good governance and commercial confidentiality. Our policy is to honor all contractual obligations. Our Code of Business Conduct and Ethics, with its associated policies, and our Corporate Social Responsibility Charter guide our efforts.

Governance Structure and Accountability

Optima’s Board of Directors is responsible for the stewardship of the Company and for oversight of the management of the business and affairs of the Company, while our senior management is responsible for the management and day-to-day operation of the Company. The Board comprises 15 members, 10 of whom are independent consistent with the applicable corporate governance standards of the New York Stock Exchange. With respect to corporate social responsibility matters, the Board has an Environmental, Health and Safety Committee which is responsible for monitoring and reviewing environmental, safety and health policies and programs, and senior management has an Executive Environmental, Health, Safety and Sustainability (EHSS) Committee which reviews corporate social responsibility performance trends and issues, approves EHSS strategic business plans and sets Company policy.

Regularly scheduled environmental, health and safety audits are conducted at all of our sites to verify compliance with all legal obligations as well as the adequacy of our management systems. Corrective action plans are completed for all audit findings. Progress on these action plans are reported to senior management and the Board of Director’s Environmental, Health and Safety Committee.

To promote the effective functioning of the Board of Directors and its Committees, the Board has adopted a set of corporate governance guidelines and formal mandates setting out the roles and responsibilities of the Board and Committees. The Company’s approach to social responsibility is framed by our Corporate Social Responsibility Charter.

Transparency

Optima supports improved governance through the full publication and verification of government revenues generated by mining. Optima encourages other companies in our sector to become signatories to the Extractive Industries Transparency Initiative (EITI) . We report information on taxes and royalties paid, in our Annual Financial Report. We do not receive financial assistance from governments.

Public Policy Involvement

Mining is a heavily regulated industry and Optima maintains a continuous dialogue with governments and regulators at all levels regarding regulatory issues and other items of business interest. Optima belongs to a wide range of industry associations and also works closely with international and non-government organizations to develop appropriate standards and guidelines for our industry.

Code of Business Conduct and Ethics

The Code of Business Conduct and Ethics applies to all directors, officers and employees of Optima Global, and sets out our commitment, as a company and as individuals, to guide our conduct by the highest standards of honesty, integrity and ethical behaviour.

The Code stipulates that Optima and its subsidiaries operate in accordance with all applicable laws, rules and regulations throughout our organization. The Code outlines our obligations to prevent conflicts of interest, maintain confidentiality, protect company assets and deal fairly with our suppliers and competitors. Policies associated with the Code include our Disclosure Policy, Policy on Doing Business Abroad and Anti-Fraud Policy. Employees can anonymously report Code violations or express concerns and ask questions about ethical issues through our confidential Compliance Hotline, available to all employees, even from remote locations, and in the language of their choice.

Reporting Incidents of Fraud or Corruption

As per Optima's Anti-Fraud Policy, following consultation with Optima’s in-house legal counsel, Optima may report information regarding the reported fraud concern and the results of any investigation carried out to law enforcement, regulatory authorities or insurers.

As per our Code of Business Conduct and Ethics, incidents of corruption result in disciplinary action up to and including termination. We do not publicly report on incidents of corruption except to our Board of Directors or as required by law.

Voluntary Principles on Security and Human Rights

Optima does not tolerate human rights violations. The Company’s security guidelines and standards are based on the Voluntary Principles on Security and Human Rights. These principles guide companies in maintaining the safety and security of their operations within an operating framework that ensures respect for human rights and fundamental freedoms. Implementing the principles, involves, among other things, conducting risk assessments and training of security staff to ensure respect for the human rights of our employees and our neighbours.

Risk Management

Optima believes that as part of our responsibility to create value for our investors, employees and local communities, we must understand and manage the risks associated with our business. To do so, we have implemented a variety of programs to identify, evaluate and address the issues that either threaten the achievement of our strategic objectives or represent opportunities for competitive advantage.

Using both qualitative and quantitative methods, risks, such as those impacting the health, safety and security of our employees, our neighbouring communities and the environment in which we operate, as well as our operational and financial performance are assessed and appropriate solutions implemented. Be it at the early stages of project development or in the processing of our financial transactions, Optima staff take responsibility to assess and mitigate risk. All employees are trained in ethics and anti-corruption policies and procedures.

To further integrate risk assessment into the decision making process, we are currently designing an enterprise wide framework to align the various risk assessment, monitoring and mitigation activities across the business. All of our sites and operations have been analyzed for risks related to corruption. Our efforts to manage risk are validated through comprehensive assurance programs that provide evidence and confidence in their efficiency and effectiveness.

Safeguard Company Assets

In general, personal use of supplies, equipment or premises belonging to the company is prohibited, unless prior permission is received from the appropriate level of management. General exceptions include the use of company-owned personal computers to send and receive personal e-mail and the use of company telephones to make or receive personal, local telephone calls so long as neither activity interferes with Optima Global’s business and adheres to Optima Global policies for appropriate communication. Every employee is responsible for safeguarding assets under his or her control.

Separate Personal Political Activities from Company Business

The Company encourages individual participation by employees in the political process. This includes service on governmental bodies and participation in partisan political activities. However, such activities should not be carried on in a way that interferes with the employee’s job responsibilities or creates a conflict of interest. Employees cannot make political contributions using company funds, or accept public positions in industry or government relying on their status as an Optima Global employee without first obtaining approval from the Chief Executive Officer.

Duty to Obey All Applicable Laws

Optima Global and its employees must obey all applicable and relevant laws that affect the business. Such laws include, the laws of Ghana, including but not limited to those that apply to procurement integrity, securities, fraudulent conduct, workplace behaviour, anti-trust, civil rights and anti-discrimination, copyright protection, campaign finance and taxation. While the company does not expect its employees to be experts in legal matters, it holds each employee responsible for being familiar with the laws governing his or her areas of responsibility and to be generally aware of possible legal issues and exposures or threatened litigation. Employees should seek immediate advice from the company counsel whenever they have a question concerning any application of the law. From time to time, as appropriate and necessary, the company counsel may prepare guidance on legal and regulatory issues and circulate any such guidance to the appropriate management and affected employees.