Updated regulations to allow U.S. mining and exploration companies to report mineral resources resources. Competent person requirements also feature in the new rules for the first time.
In October, the U.S. Securities and Exchange Commission (SEC) adopted a final rule that overhauls its existing disclosure requirements for mining company issuers. This represents the first major change since Guide 7 was adopted almost 30 years ago and brings the U.S. into line with countries following CRIRSCO reporting codes. U.S. companies will be required to begin to comply with the new rules in its first fiscal year beginning on or after Jan. 1, 2021.
Under the current SEC reporting rules, mining companies are not permitted to disclose mineral resources. In Canada, Australia, South Africa and other countries, companies have been required to disclose resources where it would be material information for investors.
Dual listed companies will benefit from decreased compliance costs. Previously, companies listed in the U.S.A. and a country following the CRIRSCO convention for mineral resource and ore reserve reporting were compelled to produce different annual reports and other public disclosure documents dealing with resources and reserves for different markets. U.S. exploration companies should find that the new rules assist with raising funds for exploration in the U.S.A. rather than having to resort to listing on overseas markets, including the TSX, TSX.V and ASX.
U.S. companies that are only subject to the SEC rules, may experience increased compliance costs because of the new requirement to disclose mineral resources and have statements of resources and reserves prepared by a qualified person. Canadian companies that are dual-listed in the US and Canada, have been allowed to comply with Canadian rules (NI 43-101) so are unlikely to be affected by the change.
The SEC announcement included some important provisions.
Geothermal energy is specifically excluded from the new rules.
A principles-based definition of materiality, consistent with Securities Act Rule 405 and Exchange Act Rule 12b-2, was adopted by the commission, whereby a matter is material if there is a substantial likelihood that a reasonable investor would attach importance to it in determining whether to buy or sell securities. The commission also proposed that a company should follow an approach requiring aggregation of all mining properties, regardless of size or type of commodity produced, when assessing the materiality of a registrant’s mining operations.
The commission also adopted a definition of mining operations that includes operations on all mining properties that:
- a company owns or in which it has, or it is probable that it will have, a direct or indirect economic interest;
- possesses, or lis likely to possess under a lease or other legal agreement, a right to sell or otherwise dispose of mineral products; or,
- has, or probably has, an associated royalty or similar right.
The commission also requires that companies materially disclose the basis for setting forward prices for commodities which form an essential component of asset valuation and, therefore, asset materiality. Companies may not exceed the average price for the preceding 24 months. Beyond this, however, qualified persons may use any reasonable and justifiable price, with transparent justification.
The new rules permit a mineral resources to be disclosed inclusive of mineral reserves, as long as mineral resources exclusive of reserves are also stated. This rule is more specific than current requirements of some other reporting codes, including the JORC Code (2012).
Inferred resources are also able to be used in economic analysis, as long as certain conditions are met.
The new rules adhere to the CRIRSCO convention where a public report about a company’s exploration results, mineral resources, and mineral reserves must be based on and fairly reflect information and supporting documentation prepared by a “competent” or “qualified person.” This is the first time that the commission has defined a role for competent persons which may be both individuals, or companies employing individuals responsible for preparing reports.
A “qualified person” is defined as a “mineral industry professional with at least five years of relevant experience in the type of mineralization and type of deposit under consideration and in the specific type of activity that person is undertaking”. Additionally, qualified persons must be “an eligible member or licensee in good standing of a recognised professional organisation at the time the technical report is prepared”. These requirements effectively mirror those of the JORC Code (2012).
The new rules allow multiple qualified persons to prepare a technical report provided the sections of the report for which individuals are responsible are clearly specified, signed dated and consented to by each individual.
Reports must include a consent statement from the qualified person, state whether the qualified person is an employee of the company and, if not an employee, what relationship or interests the qualified person may have in the company.
The rules specifically indemnify the qualified person from findings and conclusions regarding certain aspects of modifying factors discussed in technical reports that the qualified person specifically states were based on information provided by the company – another first and an important legal protection for individuals or groups acting as qualified persons.
A “recognised professional organisation” would have to be either recognised within the mining industry as a reputable professional association, or be a board authorised by U.S. federal, state or foreign statute to regulate professionals in the mining, geoscience, or related field.
Furthermore, the organization must:
- Admit eligible members primarily on the basis of their academic qualifications and experience;
- Establish and require compliance with professional standards of competence and ethics;
- Require or encourage continuing professional development;
- Have and apply disciplinary powers, including the power to suspend or expel a member regardless of where the member practices or resides; and,
- Provide a public list of members in good standing.
The commission has elected, however, to adopt a principles-based approach to professional organisation recognition rather than the approach adopted by existing CRIRSCO codes of publishing a list of Recognised Overseas Professional Organisations (ROPO) updated by organisations responsible for reporting standards in individual countries from time to time. AIG is considered to fully meet the commissions requirements of a recognised professional organisation, supported by it being recognised in all current jurisdictions where CRIRSCO template reporting codes are in use.
AIG welcomes the SEC announcement which brings the U.S.A. closer to countries with effective, transparent and material codes for exploration result, mineral resource and ore reserve reporting that provide informed investors with a basis for sound mineral asset investment decisions. The new rules also provide an opportunity for Australian geoscientists, experienced in the application of the JORC Code and Canada’s National Instrument NI 43-101, to share their knowledge and experience with their U.S. counterparts.
The SEC release announcing the new rules is available here.
The Professional Regulatory Board of Geology which operates under the Professional Regulation Commission of the Phillippines has recognised that reciprocity exists between geoscience bodies in Australia and the Philippines.
Accordingly, Australian geoscientists are now able to take the Philippines geologist licensure examination.
The recognition of reciprocity between the two countries follows efforts by Scott Robson, an Australian geologist resident in the Philippines to be allowed to take the licensure examination. Mr Robson has a BSc from Monash University and his professional standing in Australia was supported by letters provided by both AIG and AusIMM. The Professional Regulatory Board of Geology recognised that Mr Robson’s degree was equivalent to a bachelor’s degree from a Philippines university and that reciprocity on the practice of geology exists between the two countries.
The ruling is seen as establishing the opportunity for other Australian geologists to undertake the Philippines geologist licensure examination in the future.
Australian Institute of Geoscientists
Prepared 12 September, 2018
Approved by Council 3 October 2018
The Australian Institute of Geoscientists (AIG) ABN 22 002 266 659 recognises the importance of privacy protection and takes all practicable measures to ensure the privacy of any Personal Information provided to it for the conduct of AIG activities.
Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable:
- whether the information or opinion is true or not; and
- whether the information or opinion is recorded in a material form or not.
Sensitive Information means information or an opinion about an individual’s racial or ethnic origin, political opinions, membership of a political association, religious beliefs or affiliations, philosophical beliefs, membership of a professional or trade association, membership of a trade union, sexual orientation or practices or criminal record that is also personal information, health information, genetic information, biometric information or biometric templates.
Spam Act means the Spam Act 2003 (Cth).
2. What Information Do We Collect?
The personal information we collect from you includes:
- your name and contact details, such as your address, telephone number(s), email address(es);
- country and state of residence;
- AIG membership status;
- information required to process your membership application or other orders;
- where provided to us, your academic qualifications or employment details; and
- where provided to us, information required to facilitate payment of membership subscriptions, donations, conference and seminar registrations and purchases of AIG publications.
All payments made using online facilities provided by AIG are processed using a secure, external website provided by AIG’s bank. AIG itself does not handle, collect, or store any of the financial or credit card details of anyone making payments through the website and takes no responsibility for the security of that information.
3. How Do We Collect Your Personal Information?
Our preference is to collect your Personal Information directly from you, unless it is unreasonable or impractical to do so.
Information will generally be collected from the following sources:
- the membership application you fill in to join AIG;
- any subsequent information you provide to keep your information current after joining AIG;
- contributions to AIG surveys;
- subscription to AIG online and email newsletters, including our “AIGeoscope” online newspaper; and
- any information you provide to us at AIG related events, locations and functions.
4. Why Do We Need Your Personal Information?
AIG may use and disclose your Personal Information for the primary purpose for which we collected it, such as:
- to provide you with our products, services or business activities;
- to assess your eligibility for membership;
- to verify your identity and membership status;
- to maintain contact with you on matters relevant to your membership of AIG;
- to provide you with information regarding AIG activities and business, events, products or services we offer; and
- to facilitate online payment of membership dues, event registrations, publications and other products or services.
We may also use and disclose your Personal Information for other purposes permitted or required by law, including reasonably related (or directly related, for Sensitive Information) secondary purposes that are within your reasonable expectations.
If you do not provide us with the Personal Information, or you withdraw your consent for AIG to collect, use and disclose your personal information, we may be unable to provide our services to you.
5. Communication From Us
We do not use Sensitive Information for marketing purposes.
We may use and disclose your Personal Information (other than Sensitive Information) to provide you with information on:
- special offers, products and services offered by AIG; and
- upcoming events and functions by AIG,
where you have consented to us doing so. All electronic messages will identify AIG.
If at any time you no longer wish to receive direct marketing from us or do not want your information disclosed for direct marketing, you may unsubscribe using the link in each email message, using the newsletter subscription link on the AIG website home page, or by contacting us using the details below.
Please note that even if you have requested not to receive further direct marketing communications, we may nevertheless continue to provide you with information about changes to our terms and conditions for the supply of our services or activities, and other factual information as permitted under the Privacy Act and Spam Act.
6. Will We Give Your Personal Information to Anyone Else?
We will not sell, trade or transfer any of the Personal Information we collect to third parties, unless permitted or required to under the Privacy Act.
We may disclose Personal Information to third parties in the following circumstances:
- where we need to provide your Personal Information for a specific legal purpose to our representatives, such as accountants, auditors or lawyers; or
- where that third party is a contractor engaged to provide goods or services to us. We strive to limit the information we give contractors to what they need to perform their services for us or provide products or services to you.
Please note that AIG member’s names, membership grade, membership number and state of residence may be made publicly available through the AIG website for the sole purpose of confirming AIG membership.
7. How Do We Protect Personal Information?
The security of your personal details on the AIG website will depend on both your actions and ours. When you use the website, we require you to take specific measures to protect against unauthorised access, such as:
- establishing a password for your personal profile;
- ensuring access codes given to you are secure;
- trying to memorise your access codes;
- not telling anyone of your access codes;
- not keeping your computer and undisguised access codes together;
- immediately telling us if you suspect the security of your access code(s) have been breached; and
- immediately changing your access codes if any breach is suspected.
8. Where is Your Information Stored?
We (and our subcontractors) may hold electronic records of your Personal Information using cloud technology or other electronic means, or in paper form. These means of holding Personal Information may include offshore storage.
It is not practicable for us to specify in advance the location of every service provider with whom we deal and their locations. However, typically AIG’s website and membership database is stored in Australia. Email contact information used for the distribution of newsletters and information collected by AIG surveys is stored in the United States of America. Information collected for our “AIGeoscope” web newspaper is stored in Switzerland.
9. Access, Correction and Further Information
We will provide you with access to your Personal Information held by us unless we are permitted under the Privacy Act to refuse to provide you with such access. Please contact us via the details below if you:
- wish to have access to the Personal Information which we hold about you;
- consider that the Personal Information which we hold about you is not accurate, complete or up to date; or
- have a complaint or inquiry, or otherwise require further information on our Personal Information handling practices.
There is no charge for requesting access to your Personal Information but we may require you to meet our reasonable costs in actually providing you with access.
We will use reasonable efforts to deal promptly with complaints and inquiries and, in any event, acknowledge your request within 30 days.
If you are not satisfied with how we manage your complaint, you may contact the Office of the Australian Information Commissioner at www.oaic.gov.au.
11. Further Information
Ms Lynn Vigar
AIG Executive Officer
PO Box 576
CROWS NEST NSW 1585
T: +61 2 9431 8662
Recent personal experience has highlighted the importance of every day document management for geoscientists working in industry or government.
The AIG Code of Ethics requires compliance with professional standards for balanced, material and transparent public reporting of exploration results, mineral resources and ore reserves (the JORC Code) and valuation of mineral securities (the VALMIN Code). These codes of practice invariably require production of reports. But they are not the only activity that requires geoscientists to document interpretations and actions of geological data, or exercise judgement in the course of our work. Commercial disputes or perceived non-compliance with corporations, privacy and other laws can result in work performed by geoscientists becoming legally discoverable in the course of preparing for court action. It’s not just the Complaints o Ethics and Standards Committee to which we may need to demonstrate sound professional practice.
There are several measures that have proved to be useful in my experience.
- Include a date and version number in every report or substantive document documenting geoscientific judgement or compliance with statutory procedures. Document versions need to be numbered sequentially and the date of the document should be updated in a manner consistent with document versions. I condor it good practice to record both the date the document was originally produced, which remains fixed, and a date that the document was last updated, which demonstrates the time period over which the current version of the document evolved. Something as simple as correcting typing warrants recording a document update with the document version number and date.
- Record work related to a project in a notebook. It pays to use a seperate notebook for major projects that involve public reporting or other substantive work. I prefer a bound notebook with numbered pages, from which pages can’t be removed without it being noticed. Notebooks can be discoverable in legal cases, which means that you’ll lose it for the duration of the preparations and hearing of the case. I stick to paper, but it may be that electronic notebooks nowadays, using software that retains note versions and dates them like Microsoft OneNote or Evernote is a good option. The potential advantage of these is that discovery may not lead to loss of access to the data, and the notes can be accessed from multiple devices without compromising their integrity. Keep your paper notebooks private.
- File your emails. Keep everything in an organised, logical manner, even if you think the email is not consequential or significant. Most email programs offer good, logical filing capabilities and create threads linking messages that are part of particular conversations.
What is your experience? Do you have additional experience and ideas that can contribute to good practice by others? Leave a post on this page to continue the conversation.
18 July 2018
Code of Ethics and Complaints Process Review
A review of AIG’s Code of Ethics, Complaints and Ethics and Standards processes is nearing completion.
The review of AIG’s Code of Ethics and complaints process was initiated in April 2018. Several, valuable submissions were received from members and considered during review.
Interim results were presented to the AIG Council at it’s recent, annual face to face meeting in Sydney, where several additional questions were raised. Legal advice on these issues is currently being sought. The review will result in changes to the Code of Ethics that will be presented to members for consideration and review by members at an extraordinary general meeting of the Institute by the end of 2018. The changes will be designed to ensure that the Code of Ethics remains a viable set of principles, to support AIG’s role of maintaining demonstrably high standards of professional practice by members.
The revised Complaints and Ethics and Standards processes include a timeline for notification and review of complaints relating to practices of members.
Complaints relating to the professional conduct of AIG members may be lodged by any member of the public. Complaints must be lodged in writing, by email to email@example.com or using the on-line form provided on the AIG website. A description of the complaints process is also available on the website.
Complaints and Ethics and Standards Committees
Procedural fairness for members subject to a complaint is ensured by a two tiered complaints handling process, involving receipt and initial review of each complaint by the Complaints Committee that refers complaints considered to warrant detailed consideration and action by the Ethics and Standards Committee. Disciplinary action against members is recommended by the Ethics and Standards Committee to the Institute Council. Members have the ability of appealing Ethics and Standards decisions to the Council.
The Chairpersons of the Complaints and Ethics and Standards Committees are currently Andrew Waltho FAIG RPGeo and Michael Edwards MAIG RPGeo respectively. The current chairpersons of all Council committees and subcommittees are published in each issue of AIG News.
Advice to Members
Two complaints have been received since the AIG AGM in May.
One complaint is currently being considered by the Ethics and Standards Committee. The second resulted in the member being confidentially advised of an adverse finding in relation to compliance with the JORC Code (2012).
The announcement in which the member was nominated as the Competent Person included the following shortcomings:
- failure to observe the JORC Code’s underlying principles of materiality and transparency by not meeting minimum standards of disclosure for public reporting of mineral resource estimates provided by Table 1 in JORC (2012), including disclosure of information on an “if not, why not” basis.
- Use of JORC as a brand by using “JORC compliant” to describe the mineral resource statement, which is a breach of Clause 6 of the code and highlighted in Clause 6 as being potentially misleading. The words “JORC compliant” must be used to refer to the manner of reporting, not to the estimate.
- Use of inappropriate rounding of the Mineral Resources, in breach of JORC (2012) Clause 25. Reporting of grade and tonnage estimates must not imply unsupported confidence in the estimates that is inconsistent with uncertainty inherent in the estimates, geological interpretation and data on which they are based.
- Use of a competent person statement should follow the form of a statement presented in Appendix 3 of JORC (2012). Neither AIG or AusIMM register Competent Persons (JORC 2012 Clause 9). Competent Persons are Members or Fellows of AIG or AusIMM, or a recognised overseas professional organisation with a minimum of five year’s experience in the activity, commodity and style of information covered by the announcement.
- Use of the term “ore” in describing Mineral Resources, which is a breach of JORC (2012) Clause 28.
- Metal equivalents must not be included in a Resource statement without addressing JORC (2012) Clause 50 which, for polymetallic deposits, requires disclosure of material factors contributing to the net value presented by the metal equivalent.
The issues addressed in the complaint decision refer to JORC (2012) clauses 6, 9, 25, 28 and 50, Appendix 3 and Table 1.
The member was advised to carefully review the announcement in relation to the relevant sections of the JORC Code (2012) to prevent recurrence of the identified shortcomings in future work as a Competent Person and given 14 days to submit an appeal relating to the Ethics and Standards Committee decision.
Review of the nominated sections of the JORC Code by all members acting as Competent Persons is recommended.
Chair, Complaints Committee