Reunion Gold Corporation - Corporate Governance

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Charter Of The Audit Committee of Reunion Gold Corporation

Code of Business Conduct and Ethics

Code of Business Conduct and Ethics

INTRODUCTION

This Code of Business Conduct and Ethics (the "Code") has been adopted by the Board of Directors of Reunion Gold Corporation (the "Company"). This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees and directors of the Company. In this document, the term "Company" refers to Reunion Gold Corporation and its subsidiaries.

Obeying the law, both in letter and in spirit, is the foundation on which this Company's ethical standards are built. All of the Company's employees and directors must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. All employees, officers and directors are expected to adhere to the principles contained in this Code. Consultants and contractors retained by the Company are also expected to conduct themselves in accordance with the principles of this Code in their activities relating to the Company. The employee or director retaining the services of a consultant or contractor should take all responsible steps to prevent the violation of this Code by such consultant or contractor.
Employees and directors will be held accountable for their adherence to this Code. Failure to observe the terms of this Code may result in disciplinary action, including suspension, termination of employment or removal from the Board of Directors. Furthermore, violations of this Code may be violations of the law and may result in civil and criminal liabilities.

COMPLIANCE WITH LAWS

Compliance with all applicable laws and regulations is essential to the conduct of the Company's business.

CONFLICT OF INTEREST

In discharging their duties, employees and directors must act honestly and in good faith having in view the best interest of the Company. A "conflict of interest" exists when a person's private interests interfere with the interests of the Company. All employees and directors must avoid situations involving a conflict of interest unless it has been approved by the Board of Directors of the Company. In particular, any activity which would allow an employee, a director, or a member of their immediate family, to enjoy personal gain or benefit as a result of their relationship with the Company would be considered a conflict of interest.

CORPORATE OPPORTUNITIES

Employees and directors have a duty to advance the Company's legitimate interests when the opportunity to do so arises. Employees and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee or director may use corporate property, information, or position for improper personal gain, and no employee may compete with the Company directly or indirectly.

PROPER ACCOUNTING

Employees and directors must comply with prescribed accounting, internal accounting, and auditing procedures and controls at all times. All records must accurately reflect and properly describe the transactions they record. All assets, liabilities, revenues and expenses shall be properly recorded on a timely basis in the books of the Company. Each employee must be vigilant in preventing fraud and dishonesty, and report immediately any evidence of wrongdoing.

INSIDER TRADING

Generally, Canadian securities laws prohibit trading in the securities of a company while in possession of material, non-public information regarding such company. The Company and its employees and directors are subject to such laws and regulations. As a result, employees and directors shall not buy or sell Company's stock or make recommendations regarding it based upon insider information. Insider information is material information that is not generally known by those outside the Company that could affect the value of the Company's stock.

CONFIDENTIAL INFORMATION

Employees and directors may not directly or indirectly use or disclose any secret or confidential knowledge or data of the Company, except as authorized in their ordinary course of employment or as required by law. Any notes, memoranda, notebooks, drawings or other documents made, compiled or delivered to employees during the period of their employment are the exclusive property of the Company and must be turned over to it at the time of termination of their employment or at any other time upon the Company's request. Additionally, while it is appropriate to gather information about the Company's markets, including publicly available information regarding competitors, employees and officers should not seek to acquire proprietary and confidential information of competitors by unlawful or unethical means, including information resulting in the breach of nondisclosure obligations by competitors' employees or other third parties.

PROTECTION AND PROPER USE OF COMPANY ASSETS

All employees, officers and directors should endeavor to protect the Company's assets and ensure their efficient use. The use of any funds or other assets of, or the providing of any services by, the Company for any purpose which is unlawful under applicable laws of the United States, any state thereof, or any foreign jurisdiction, is prohibited. Employees, officers and directors may not use employees, materials, equipment or other assets of the Company for any unauthorized purpose.

Employees ceasing employment with the Company shall return all documents, or data belonging to the Company such as computer hardware and software, database, cellular phones, credit card, books, etc.

INVENTIONS, DEVELOPMENTS, IMPROVEMENTS

Any inventions, developments or improvements which are conceived by employees during their period of employment by the Company must be promptly disclosed to the Company in writing, and will in most cases be the Company's exclusive property. Inventions which were developed on an employee's own time and are not related to the Company's business or research would not be the Company's property.

HARASSMENT OR DISCRIMINATION

The Company is committed to encouraging the respect of individuals, their integrity and their dignity by ensuring that the working environment and relations between employees shall be free of discrimination and harassment.

ENVIRONMENTAL RESPONSIBILITY

All employees and directors are required to comply with all applicable federal, state and local laws and regulations relating to the protection of the environment. Additionally, employees, officers and directors must comply with all environmental policies adopted by the Company.

COMPLIANCE AND REPORTING

The Company expects employees and directors to take all responsible steps to prevent a violation of this Code. Any employee or director who observes or otherwise becomes aware of any illegal, unethical behavior or any violation of the Code shall report the violation as soon as reasonably possible.

Employees are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action to take in a particular situation. Employees may also contact the Company's in-house legal counsel. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees and directors are expected to cooperate in internal investigations of misconduct. These matters will be treated with discretion and diligence.

Employees who experience or observe any breach to this Code including work related discrimination, harassment or similar problems are urged to report them to Chairman of the Board.

If your concerns relate to the conduct of the Chief Executive Officer or any other senior executive or financial officer, you may also report your concerns to the Chairman of the Board.

In the case of accounting, internal accounting controls or auditing matters, you should promptly contact the Chair of the Audit Committee or the Chairman of the Board. If you prefer to report anonymously any concerns regarding accounting, internal accounting controls, and other auditing matters, the Company has established an internal Whistleblower Policy, a copy of which is attached to this Code as Exhibit A. If you wish to report an allegation anonymously, you must provide enough information about the incident or situation to allow the Company to investigate properly.

CONTRACT WORKERS

The Company considers that the compliance obligations arising out of this Policy apply not only to employees of the Company, but also to independent contract workers to the extent that they conduct activities on the Company's behalf. The Company therefore expects all such contractor personnel to familiarize themselves with this Policy, and to comply with it, in the same manner as is expected of Company employees

WAIVERS OF THE CODE

Every effort will be made to resolve potential conflicts of interest or other ethics code situations when these are disclosed promptly to management, and the parties involved have acted in good faith. In the unlikely event potential conflicts cannot be resolved, waivers will only be given for matters where appropriate. Any waivers for executive officers and directors must be approved, in advance, by the Board of Directors, and will be promptly disclosed if required by law or stock exchange regulation.

ANNUAL CERTIFICATION

Each employee and director will be required to certify on an annual basis that he or she has read this Code and is in compliance.

EXHIBIT A

WHISTLEBLOWER POLICY

I Purpose
The purpose of this policy is to establish procedures for the receipt, retention and treatment of complaints received by Reunion Gold Corporation (the "Company") regarding accounting, internal accounting controls, auditing matters and (b) the submission by employees of the Company, on a confidential and anonymous basis, of concerns regarding questionable accounting and auditing matters. This Policy was approved by the Audit Committee of the Company.

This policy protects any employee who in good faith submits any complaint to the Chair of the Audit Committee or the Chairman of the Board, regarding financial statement disclosures, accounting, internal accounting controls or auditing matters in accordance with the procedures set out below or in the Code of Business Conduct and Ethics.

II Complaint Procedure
The Company's Code of Business Conduct and Ethics provides that employees may report any concerns or complaints regarding accounting, internal accounting controls or audit related matters to the Chair of the Audit Committee or the Chairman of the Board of Directors (the Chair of the Audit Committee and the Chairman of the Board are hereinafter referred to as the "Chair").

Such concerns and/or complaints may be communicated anonymously if desired. If you prefer to report an allegation anonymously, you must provide enough information about the incident or situation to allow the Chair to investigate properly. All such concerns shall be set forth in writing and forwarded in a sealed envelope to the Chair of the Audit Committee or the Chairman of the Company in an envelope labeled with a legend such as "To be opened by the Chair of the Audit Committee (or the Chairman of the Company) only, being submitted pursuant to the "Whistleblower Policy" adopted by the Board of Directors". If any such envelope is received by the management, it shall be forwarded promptly and unopened to the Chair.

If to:	Chair of Audit Committee of Reunion Gold Corporation: 1111 St-Charles Street West, Suite 650 Longueuil, QC J4K 5G4
If to:	Chairman of the Board of Reunion Gold Corporation 1111 St-Charles Street West, Suite 650 Longueuil, QC J4K 5G4

Following the receipt of any complaints submitted hereunder, the Chair shall promptly investigate each matter so reported. The Chair may enlist employees of the Company and/or outside legal, accounting or other advisors, as appropriate, to conduct any investigation of complaints regarding financial statement disclosures, accounting, internal accounting controls, auditing matters or violations of the Company's Code of Business Conduct and Ethics. In conduction any investigation, the Chair shall use reasonable efforts to protect the confidentiality and anonymity of the complainant. If appropriate, the Chair may take corrective and disciplinary actions, which may include, alone or in combination, a warning or letter of reprimand, demotion, loss of merit increase, bonus or stock options, suspension without pay or termination of employment. It is the obligation of all employees or directors to cooperate in such investigations.

In the event that the investigation reveals that the complaint was frivolously made or undertaken for improper motives or made in bad faith or without a reasonable and probable basis, that complainant's supervisor may take whatever disciplinary action may be appropriate in the circumstances.

The Chairman shall retain as a part of the records of the Audit Committee any such complaints or concerns for a period of no less than seven (7) years.
Charter Of The Audit Committee Of Reunion Gold Corporation

This Charter shall govern the activities of the audit committee (the "Audit Committee") of the board of directors (the "Board of Directors") of Reunion Gold Corporation (the "Corporation").

Mandate

The purpose of the Audit Committee is to provide assistance to the Board of Directors of the Corporation in fulfilling its responsibility to the shareholders, potential shareholders and the investment community with respect to corporate accounting, the quality and the integrity of the Corporation's financial reporting practices, the external auditor's qualifications and independence and the audit process. In so doing, it is the responsibility of the Audit Committee to ensure free and open communication between the directors of the Corporation, the external auditors and the financial management of the Corporation.

The function of the Committee is oversight. Management is responsible for the preparation, presentation and integrity of the Corporation's financial statements and for the appropriateness of the accounting principles and reporting policies that are used by the Corporation. The external auditors are responsible for auditing the Corporation's annual financial statements and for reviewing the Corporation's interim financial statements.

Composition

The Audit Committee is to be composed of a minimum of three directors of the Corporation, the majority of whom are not employees, control persons or employees of the Corporation or any of its associates or affiliates (as defined by applicable laws, regulations, rules and policies). Each member of the Audit Committee shall be financially literate and at least one member shall have expertise in financial reporting. The Audit Committee will meet at least four times a year, with the authority to convene additional meetings as circumstances require. The members of the Audit Committee shall be appointed by the Board of Directors annually at the first meeting of the Board of Directors following the annual meeting of the shareholders or until their successors are duly appointed. The Board of Directors shall designate one member to act as chair of the Audit Committee (the "Chair") or, if it fails to do so, the members of the Audit Committee shall appoint the Chair among its members.

Responsibilities

In carrying out its responsibilities, the Audit Committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and to ensure that the accounting and reporting practices of the Corporation are in accordance with all requirements and are of the highest quality.

In carrying out these responsibilities, the Audit Committee will:

Be responsible for reviewing and recommending for approval to the Board of Directors the Corporation's annual and quarterly financial statements and related management's discussion and analysis. Included in this review is assessing the use of management estimates in the preparation of the financial statements. The Audit Committee is responsible for ensuring that systems are in place to limit the potential for material misstatement in the financial statements and that the financial statements are complete and consistent with information known to the Audit Committee;
Recommend to the Board of Directors the external auditors to be put before the shareholders for appointment and approve the fees and other compensation to be paid to the external auditors;
Meet with the external auditors and financial management of the Corporation to review the scope of the proposed audit for the current year and the audit procedures to be utilized, and at the conclusion thereof review such audit, including any comments or recommendations of the external auditors;
Oversee the work of the external auditor including the resolution of disagreements between management and the external auditor regarding financial reporting;
Review with the external auditors, the Corporation's financial and accounting personnel, the adequacy and effectiveness of the accounting and financial controls and systems of the Corporation, and elicit any recommendations for the improvement of such internal controls procedures and systems or particular areas where new or more detailed controls or procedures are desirable. Particular emphasis should be given to the adequacy of such internal controls to expose any payments, transactions or procedures that might be deemed illegal or otherwise improper. Further, the Audit Committee periodically should review the Corporation's policy statements to determine their appropriateness. Any changes in accounting policy should be reviewed by the Audit Committee.
Review the annual financial statements, the management's discussion and analysis of financial condition and results of operations and related documents with both management and external auditors prior to the filing and distribution of all such information.
Review with management the interim financial statements and related documents prior to filing or distribution of such information.
Review, prior to their distribution, the Corporation's press releases regarding interim and annual financial statements and management's discussion and analysis as well as news releases that contain significant financial information that has not previously been released to the public.
Provide sufficient opportunity for the external auditors to meet with the members of the Audit Committee without members of management present. Among the items to be discussed in these meetings are the external auditors' evaluation of the Corporations financial, accounting personnel, and the cooperation that the external auditors received during the course of the audit.
Pre-approve all non-audit services to be provided to the Corporation or its subsidiaries by the external auditors.
Review and provide recommendation to the Board of Directors in the area of management systems and policies.
Review accounting and financial human resources succession planning within the Corporation.
Establish and review the Corporation's procedure for the: - receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and - confidential, anonymous submission by employees regarding questionable accounting, auditing and financial reporting and disclosure matters. ?? Submit the minutes of all meetings of the Audit Committee to, or discuss the matters discussed at each Audit Committee meeting with, the Board of Directors.
Conduct and authorize investigate into any matters that the Committee believes within the scope of its duties. The Committee has the authority to retain outside advisors, including legal counsel, to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of the Corporation;
The Audit Committee members will review their own performance on a continual basis and make recommendations to the Board of Directors for changes to this Audit Committee Charter and the composition of the Audit Committee.
Have the right for the purpose of performing its duties to inspect all the books and records and any matters relating to the financial position of the Corporation with the officers, employers or external parties, including the external auditor, all of whom are expected to cooperate.