Attached files
| file | filename |
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| 10-K - GULF UNITED ENERGY, INC. FORM 10-K FOR AUGUST 31, 2009 - Gulf United Energy, Inc. | gulfunited10k083109.htm |
| EX-32.1 - Gulf United Energy, Inc. | ex32-1.htm |
| EX-14.1 - Gulf United Energy, Inc. | ex14-1.htm |
| EX-31.1 - Gulf United Energy, Inc. | ex31-1.htm |
Exhibit
14.2
GULF
UNITED ENERGY, INC.
WHISTLEBLOWER
PROTECTIONS POLICY
INTRODUCTION
Gulf
United Energy, Inc. (with its controlled subsidiaries, the “Company”) is
committed to providing a workplace which is conducive to open discussion of its
business practices. It is Company policy to comply with all
applicable laws that protect employees against unlawful discrimination or
retaliation by their employer as a result of their lawfully reporting
information regarding, or their participating in, investigations involving
alleged corporate fraud or other alleged violations by the Company or its agents
of federal or state law. The Board of Directors has adopted this
Whistleblower Protections Policy to reflect this policy.
To
promote compliance with all applicable laws, rules and regulations, the Board of
Directors adopted its Code of Ethics (“Code”) that reiterates the standards of
conduct and ethical behavior that we have always expected of our directors,
officers and employees (collectively, “Associates” and individually, an
“Associate”). As a supplement to this Code, the Audit committee is
hereby adopting this Whistleblower Protectors Policy to comply with rules and
regulations promulgated pursuant to the Sarbanes-Oxley Act of 2002.
I. WHISTLEBLOWER PROTECTIONS
POLICY
Federal
laws prohibit retaliatory action by public companies against their employees who
take certain lawful actions when they suspect wrongdoing on the part of their
employer. In furtherance of the Company’s obligations under federal
law, neither the Company nor any of our officers, employees, contractors,
subcontractors or agents, may discharge, demote, suspend, threaten, harass, or
in any other manner discriminate against an employee because of any lawful act
done by the employee to:
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(a)
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provide
information to or otherwise assist in an investigation by a federal
regulatory or law enforcement agency, any member of Congress or committee
of Congress, or any person with supervisory authority over the employee
(or such other person working for the Company who has the authority to
investigate, discover or terminate an employee), where such information or
investigation relates to any conduct that the employee reasonably believes
constitutes a violation of federal mail fraud, wire fraud, bank fraud or
securities fraud laws, any SEC rule or regulation, or any other federal
law relating to fraud against shareholders;
or
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(b)
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file,
testify, participate in, or otherwise assist in a proceeding relating to
alleged violations of any of the federal fraud or securities laws
described in (a) above.
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II. COMPLIANCE
PROCEDURES
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A.
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Monitoring
Compliance and Disciplinary Action
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The
Company’s management, under the supervision of its Board of Directors or a
committee thereof, or, in the case of accounting, internal accounting controls
or auditing matters, the Audit Committee, shall take reasonable steps from time
to time to (i) monitor compliance with the Code, including the establishment of
monitoring systems that are reasonably designed to investigate and detect
conduct in violation of the Code, and (ii) when appropriate, impose and enforce
appropriate disciplinary measures for violations of the Code.
Disciplinary
measures for violations of the Code may include, but are not limited to, oral or
written reprimands, warnings, counseling, probation or suspension with or
without pay, demotions, reductions in salary, termination of employment or
service and restitution, disciplinary action, including
termination.
Management
of the Company shall periodically report to the Board of Directors or a
committee thereof on these compliance efforts including, without limitation,
periodic reporting of alleged violations of the Code and the actions taken with
respect to any such violation.
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B.
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Reporting
Illegal or Unethical Behavior
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Associates
are required to act proactively by asking questions, seeking guidance and
reporting suspected violations of the Code and other policies and procedures of
the Company, as well as any violation or suspected violation of applicable law,
rule or regulation arising in the conduct of the Company’s business or occurring
on the Company’s property. If any Associate believes that actions
have taken place, may be taking place, or may be about to take place that
violate or would violate the Code, he or she is obligated to bring the matter to
the attention of the Company. The best starting point for an
Associate seeking advice on ethics-related issues or reporting potential
violations of the Code will usually be his or her
supervisor. However, if the conduct in question involves his or her
supervisor, if the Associate has reported the conduct in question to his or her
supervisor and does not believe that he or she has dealt with it properly, or if
the Associate does not feel that he or she can discuss the matter with his or
her supervisor, the Associate should raise the matter, confidentially, to the Board of
Directors.
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C.
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Procedures
for Submitting Concerns about Accounting, Internal Accounting Controls or
Auditing Matters
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The
Company is committed to achieving compliance with all applicable laws and
regulations relating to accounting standards and audit practices. The
Company’s Audit Committee is responsible for overseeing treatment of complaints
regarding these matters. In order to facilitate the reporting of
accounting and audit related violations by Associates, the Audit Committee has
established the following procedures for the confidential, anonymous submission
of concerns regarding questionable accounting and auditing
matters. If an Associate is not sure if the matter he or she is
concerned about relates to accounting or auditing matters, the Associate should
ask his or her supervisor or contact the Board of Directors and report such
matter as either an accounting or auditing concern or as an other
concern.
If you
have, at any time, concerns regarding questionable accounting or auditing
matters relating to the Company, immediately notify the Audit Committee in
writing at the following address:
Gulf
United Energy, Inc.
Attn:
Board of Directors – Audit Committee
You can
be assured that any information will be treated in a confidential manner, except
to the extent necessary (i) to conduct a complete and fair investigation, or
(ii) for review of Company operations by the Company’s Board of Directors, its
Audit Committee or the Company’s independent public accountants and the
Company’s counsel. However, if you wish to remain anonymous, it is
not necessary that you give your name or position in any
notification. Whether you identify yourself or not, in order that a
proper investigation can be conducted, please give as much information as you
can, sufficient to do a proper investigation, including where and when the
incident occurred, names and titles of the individuals involved and as much
other detail as you can provide.
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D.
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Policy
Against Retaliation
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The
Company will not permit any negative or adverse actions to be taken against any
Associate who in good faith reports a possible violation of this Code of Ethics,
including any concerns regarding questionable accounting or auditing matters,
even if the report is mistaken, or against any Associate who assists in the
investigation of a reported violation. Retaliation in any form will
not be tolerated. Any act of alleged retaliation should be reported
immediately and will be promptly investigated.