Code of Ethics and Anti-Corruption Policies

Centerra’s board expects all of Centerra’s directors, officers, employees and its contractors / suppliers to conduct themselves in accordance with the highest ethical standards.

Centerra’s board has adopted a Code of Ethics for employees which addresses, among other things, avoidance of conflicts of interest, protection of confidential information, compliance with applicable laws, rules and regulations, adherence to good disclosure practices.

Centerra’s board has also adopted its International Business Conduct Policy which is Centerra’s anti-corruption policy. This Policy on International Business Conduct sets forth rules, principles and procedures designed to ensure that Centerra and those subject to this policy comply with the requirements of various national laws prohibiting corruption and bribery, including the Canadian Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, as well as other guidelines and standards that comprise best business practices.

Both the Code of Ethics and the International Business Conduct Policy set out procedures for employees and third parties to report concerns with respect to possible violations of the policies. Employees and third parties with such concerns may report their concerns directly or, if they so wish, in a confidential or anonymous manner to: (i) the general counsel and corporate secretary of the Corporation, (ii) the chair of the Audit Committee, or (iii) a 24 hour-a-day compliance hotline, a service which is operated by a third party. As set out in the policies, an employee who, in good faith, reports a concern regarding suspected breach of a policy is protected from reprisal, such as dismissal, demotion, suspension, threats, harassment or discrimination.

The board has also adopted a Code of Ethics for directors which sets out the ethical standards that apply to directors in the exercise of their duties. Directors are required to promptly report all actual, potential or perceived conflicts of interest to the Corporate Secretary, who is in turn required to bring such conflicts to the attention of the Nominating and Corporate Governance Committee. Directors may not participate in discussions, deliberations or decision-making in which they have a conflict of interest.

An annual compliance certificate relating to the Code of Ethics (for employees or the board) and the International Business Conduct Policy is required to be signed by all directors and mid-level and senior employees of Centerra. The Audit Committee receives these annual compliance reports for employees and the Nominating and Corporate Governance Committee receives an annual report on directors’ compliance. Issues arising between annual reporting are brought to the attention of the appropriate committee.

Integrity and ethics is the foundation for everything we do. Centerra promotes workplace ethics and positive values, and does not tolerate: