Whistleblower Policy
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EXECUTIVE SUMMARY

Stillwater Mining Company, a Delaware corporation (the “Company”), has adopted this policy to encourage employees to report to appropriate state or federal authorities or to appropriate personnel of the Company, without fear of retaliation, information relating to fraud and to report to the Company, anonymously and confidentially, complaints regarding accounting, internal accounting controls, and auditing matters. The goal of this policy is to discourage illegal activity and business conduct that damages the Company’s good name, franchise, business interests, and its relationships with shareholders, suppliers, residents and the community at large.

I. General Policy
 

Any employee who, in good faith, makes a Disclosure shall not incur retaliation from the Company or any officer, employee, contractor, subcontractor or agent of the Company. “Good faith” means that the employee has a reasonably held belief that the Disclosure being made is true and is not being made for personal gain or for other ulterior motive. “Retaliation” means discharge, demotion, suspension, threatening, harassment, or discrimination against an employee in the terms and conditions of his or her employment. A “Disclosure” is any lawful act done by the employee to:

  • provide information, cause information to be provided, or otherwise assist in an investigation regarding any conduct which the employee reasonably believes constitutes fraud when the information or assistance is provided to or the investigation is conducted by law-enforcement, regulatory authorities, a state legislature, Congress, or the Company;
  • file, cause to be filed, testify, participate in, or otherwise assist in a proceeding filed or about to be filed relating to fraud; or
  • submit information or a complaint to the Company regarding accounting, internal accounting controls, or auditing matters.
II. Purpose
  The Company has adopted this policy in order to:
  a) encourage disclosure and investigation of improprieties before they can disrupt the business or operations of the Company or lead to serious loss;
  b) promote a climate of accountability with respect to Company resources, including its employees; and
  c) ensure that no employee should feel at a disadvantage in lawfully raising legitimate concerns.
  This policy applies only to the matters set forth in Section I above and does not apply to all grievances that an employee may have such as those related to terms of employment or those concerns that are addressed by other policies of the Company such as anti-discrimination or sexual harassment.
III. Effective Date
  This policy is effective March 11, 2004 and remains effective, in its entirety, until otherwise revised or removed. This policy replaces any and all previous published policies relating to this subject.
IV. Protection of Employees
  This policy offers protection from retaliation to employees who make any Disclosure under this policy. Any acts of retaliation against an employee making such a Disclosure shall be treated by the Company as a serious violation of Company policy and could result in action, including discharge of employees, or termination of services of contractors, subcontractors or agents.
V. Confidentiality of Disclosure
  The Company will treat all Disclosures by employees as confidential. The Company will keep confidential the identity of any employee making a Disclosure under this policy until a formal investigation is commenced. Thereafter, the identity of the employee making the Disclosure may be kept confidential, if requested, unless such confidentiality is incompatible with a fair investigation, or unless there is an overriding reason for identifying or otherwise disclosing the identity of the employee making the Disclosure, or unless disclosure of the identity of the employee is required by law. Where disciplinary proceedings are invoked against any individual as a result of a Disclosure under this policy, the Company will normally require that the name of the person making the Disclosure be disclosed to the person subject to such proceedings. The Company encourages employees to put their name to any Disclosure they make, but any employee may also make anonymous Disclosure pursuant to the procedures set forth below. In responding to an anonymous Disclosure, the Company will pay due regard to fairness to any individual named in the Disclosure, the seriousness of the issue raised, the credibility of the information or allegations in the Disclosure, and the prospect of an effective investigation. Investigations will be conducted as quickly as possible, taking into account the nature and complexity of the Disclosure and the issues raised.
VI. Unsubstantiated Allegations
  If an employee makes a Disclosure in good faith pursuant to this policy and any facts alleged are not confirmed by subsequent investigation, no action will be taken against the employee making the Disclosure. In making a Disclosure, an employee should exercise due care to ensure the accuracy of the information disclosed. If after investigation a matter raised under this procedure is found to be without substance and to have been made not in good faith but for malicious or frivolous reasons, the employee making the Disclosure could be subject to disciplinary action. Where alleged facts disclosed pursuant to this policy are not substantiated the conclusions of the investigation will be made known both to the person who made the Disclosure and to the person(s) against whom any allegation was made in the Disclosure. The finding that the allegations were not substantiated will be made a part of the record.
VII. Procedures
  A. Any Disclosure made by an employee to the Company under this policy must be submitted to one of the following as appropriate:
    i. to the employee’s immediate supervisor;
    ii. to the person designated by the Company as the chief compliance officer of the Company;
    iii. to the Chief Financial Officer or General Counsel;
    iv. to the person performing the Company’s internal audit function; or
    v. by using the Company’s anonymous “Hotline” at 1-800-461-9330 or by logging onto www.MySafeWorkplace.com.
  B. Upon receiving a Disclosure, the person receiving such Disclosure shall immediately deliver a copy of the Disclosure to the chief compliance officer or his designee, who shall retain a log of Disclosures and a file for each Disclosure, which file shall be maintained in a secure location to protect the confidentiality of the Disclosure. The chief compliance officer may commence an investigation or refer the matter to the Audit Committee. If any Disclosure relates to the alleged conduct of a director or executive officer of the Company, the Disclosure shall be reported to the Audit Committee.
  C. If upon investigation the chief compliance officer determines that the concern, complaint, issue, or facts raised or alleged in any Disclosure are without merit, the matter shall be dismissed and the employee informed of the decision and the reasons for such dismissal. If it is determined that the allegation(s) or issue(s) covered in the Disclosure have merit, the matter shall be dealt with in accordance with this policy, the Company’s other policies and procedures, and/or as otherwise may be deemed appropriate according to the nature of the matter. The outcome of the investigation will be reported to the Audit Committee and to the employee.
  D. Anonymous Disclosures regarding questionable accounting or auditing matters may be made by means of the Hotline. If the employee making the Disclosure by means of the Hotline shall disclose his or her identity, the Disclosure shall nevertheless be treated confidentially as provided in the policy.
IX. Website Publication
  This policy shall be posted on the Company’s website: stillwatermining.com.
X. Annual Review and Reporting
  The chief compliance officer shall quarterly report to the Audit Committee (i) the number and nature of Disclosures made, (ii) the number and status of the investigations conducted in response to the Disclosures, and (iii) the outcome of the investigations. This policy will be reviewed annually by the Audit Committee after consultation with the chief compliance officer, taking into account the effectiveness of the policy in promoting proper Disclosure.

 
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