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| 8-K - FORM 8-K - STONE ENERGY CORP | h85277e8vk.htm |
Exhibit 14.1
STONE ENERGY CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
CODE OF BUSINESS CONDUCT AND ETHICS
Introduction
The Board of Directors (the “Board”) of Stone Energy Corporation (the “Company”) has adopted this
Code of Business Conduct and Ethics (this “Code”), which covers a wide range of business practices
and procedures. This Code does not cover every issue that may arise, but it sets out basic
principles to guide the Company’s directors, officers and employees (collectively, the “Covered
Persons”) in complying with the legal and ethical requirements governing the Company’s business
conduct. The Covered Persons must conduct themselves accordingly and seek to avoid even the
appearance of improper behavior because the Company promotes ethical behavior.
If a law conflicts with a policy in this Code, you must comply with the law; however, if a
local custom or policy conflicts with this Code, you must comply with the Code. Any variances
between local customs or policies and this Code should be brought to the attention of management or
the Board. If you have any questions about these conflicts, you should ask your supervisor how to
handle the situation.
Covered Persons must comply with the spirit as well as the letter of this Code. Covered Persons
must not attempt to achieve indirectly, through the use of agents or other intermediaries, what is
prohibited directly by this Code.
Those who violate the standards in this Code will be subject to disciplinary action. If you are in
a situation that you believe may violate or lead to a violation of this Code, follow the guidelines
described in Section 14 of this Code.
| 1. | Compliance with Laws, Rules and Regulations |
Obeying the law, both in letter and in spirit, is the foundation on which this Company’s
ethical standards are built. The Covered Persons must respect and obey the laws of the cities,
states and countries in which the Company operates. Although the Covered Persons are not expected
to know the details of these laws, it is important to know enough to determine when to seek advice
from supervisors, managers or other appropriate personnel, such as the Company’s General Counsel.
The Company holds information and training sessions to promote compliance with laws, rules and
regulations, including insider trading laws.
| 2. | Conflicts of Interest |
A “conflict of interest” exists when a person’s private interest interferes in any way with
the interests of the Company. A conflict situation can arise when a Covered Person takes actions
or has interests that may make it difficult to perform his or her Company work objectively and
effectively. Conflicts of interest may also arise when a Covered Person or members of his or her
family, receives improper personal benefits as a result of the
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Covered Person’s position in the
Company. Loans to, or guarantees of obligations of, a Covered Person or his or her family members
may create conflicts of interest.
It is almost always a conflict of interest for a Covered Person to work simultaneously for a
competitor, customer or supplier. As a Covered Person, you are not allowed to work for a
competitor. The best policy is to avoid any direct or indirect business connection with the
Company’s customers, suppliers or competitors, except on the Company’s behalf.
Conflicts of interest are prohibited as a matter of Company policy, except under guidelines
approved by the Board. Conflicts of interest may not always be clear-cut, so if you have a
question, you should consult with senior management or the Company’s General Counsel. Any Covered
Person who becomes aware of a conflict or potential conflict should bring it to the attention of a
supervisor, manager or other appropriate personnel or consult the procedures described in Section
14 of this Code.
| 3. | Insider Trading |
Covered Persons who have access to confidential information are not permitted to use or share
that information for stock trading purposes or for any other purpose except the conduct of the
Company’s business. All non-public information about the Company should be considered confidential
information. To use non-public information for personal financial benefit or to “tip” others who might make an
investment decision to buy or sell Company stock on the basis of this information is not only
unethical but also illegal. For this reason, all Covered Persons must comply with the Company’s
Policy on Insider Trading. If you have any questions concerning the Company’s Policy on Insider
Trading, please consult the Company’s General Counsel.
| 4. | Corporate Opportunities |
Covered Persons are prohibited from taking for themselves an opportunity that is (1) a
potential transaction or matter that may be an investment or business opportunity or prospective
economic or competitive advantage in which the Company could reasonably have an interest or
expectancy or (2) discovered through the use of corporate property, information or position. In
addition, Covered Persons may not use corporate property, information, or position for improper
personal gain, and Covered Persons may not compete with the Company directly or indirectly.
Covered Persons owe a primary duty to the Company to advance its legitimate interests when the
opportunity to do so arises.
| 5. | Competition and Fair Dealing |
The Company seeks to outperform its competition fairly and honestly. The Company seeks
competitive advantages through superior performance, never through unethical or illegal business
practices. Stealing proprietary information, possessing trade secret information that was obtained
without the owner’s consent, or inducing such disclosures by past or present employees of other
companies is prohibited. Each Covered Person should endeavor to respect the rights of and deal
fairly with the Company’s customers, suppliers, competitors and employees. No Covered Person
should take unfair advantage
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of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any other intentional unfair-dealing practice.
To maintain the Company’s valuable reputation, compliance with the Company’s quality processes and
safety requirements is essential. In the context of ethics, quality requires that the Company’s
products and services be designed to meet its obligations. All operations must be conducted in
accordance with all applicable regulations. Compliance with all regulations and laws of governing
or regulatory agencies should be give priority over the opportunity to profit or gain competitive
advantage.
| 6. | Business Entertainment and Gifts |
The purpose of business entertainment and gifts in a commercial setting is to create good will
and sound working relationships, not to gain unfair advantage with suppliers and customers. No gift
or entertainment should ever be offered, given, provided or accepted by any Covered Person or his
or her family members unless it: (1) is not a cash gift, (2) is consistent with customary business
practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does
not violate any laws or regulations. Please discuss with the Company’s General Counsel any gifts
or proposed gifts that you are not certain are appropriate.
| 7. | Discrimination and Harassment |
The diversity of the Company’s employees is a tremendous asset. The Company is firmly
committed to providing equal opportunity in all aspects of employment and will not tolerate any
illegal discrimination or harassment or any kind. Examples include derogatory comments based on
racial or ethnic characteristics and unwelcome sexual advances.
| 8. | Health and Safety |
The Company strives to provide a safe and healthful work environment. The Covered Persons
have a responsibility for maintaining a safe and healthy workplace by following safety and health
rules and practices and reporting accidents, injuries and unsafe equipment, practices or
conditions.
Violence and threatening behavior are not permitted. Employees should report to work in condition
to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal
drugs or alcohol in the workplace will not be tolerated.
| 9. | Record-Keeping |
The Company requires honest and accurate recording and reporting of information in order to
make responsible business decisions. For example, only the true and actual number of hours worked
should be reported.
Many employees regularly use business expense accounts, which must be documented and recorded
accurately. If you are not sure whether a certain expense is legitimate, ask
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your supervisor or
the Human Resources Supervisor. Rules and guidelines are available from the Accounting Department.
All of the Company’s books, records, accounts and financial statements must be maintained in
reasonable detail, must appropriately reflect the Company’s transactions and must conform both to
applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off
the books” funds or assets should not be maintained.
Business records and communications often become public, and Covered Persons should avoid
exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and
companies that can be misunderstood. This applies equally to e-mail, other forms of electronic
communication, internal memos, and formal reports. Records should always be retained or destroyed
according to the Company’s record retention policies. It is a violation of this Code for any
Covered Person to fail to retain or destroy any records with the intent to impede, obstruct or
influence an investigation or proper administration of any litigation or governmental
investigation. In accordance with the Company’s document retention policies, in the event of
litigation or governmental investigation, please consult the Company’s General Counsel.
| 10. | Confidentiality |
Covered Persons must maintain the confidentiality of information entrusted to them by the
Company or its suppliers and customers (“confidential information”), except when disclosure is
explicitly authorized or required by laws or regulations or approved by senior management.
Confidential information includes all non-public information that might be of use to competitors,
or harmful to the Company or its customers, if disclosed. It also includes information that
suppliers and customers have entrusted to the Company. The obligation to preserve confidential
information continues even after the employment ends (in the case of officers and other employees)
or the director’s term ends (in the case of directors).
| 11. | Protection and Proper Use of Company Assets |
The use of any Company funds or amounts for any unlawful or improper purpose is strictly
prohibited. Covered Persons should endeavor to protect the Company’s assets and ensure their
efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability.
Any suspected incident of fraud or theft should be immediately reported for investigation. Company
equipment should not be used for non-Company business, though incidental personal use may be
permitted.
The obligation of Covered Persons to protect the Company’s assets includes its proprietary
information. Proprietary information includes intellectual property such as seismic data or
information, well data, trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service plans, geological prospects and interpretations, engineering, geological,
geophysical and manufacturing ideas, designs, databases, records, salary information and any
unpublished financial data and reports.
Unauthorized
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use or distribution of this information would
violate Company policy. It could also be illegal and result in civil or even criminal penalties.
| 12. | Payments to Government Personnel |
The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or
indirectly, to officials of foreign governments or foreign political candidates in order to obtain
or retain business. It is strictly prohibited to make illegal payments to government officials of
any country.
In addition, the U.S. government has a number of laws and regulations regarding business gratuities
that may be accepted by U.S. government personnel. The promise, offer or delivery to an official
or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules
would not only violate Company policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar rules. The Company’s General Counsel
can provide guidance to you in this area.
| 13. | Reporting any Illegal or Unethical Behavior |
Covered Persons should report violations of applicable laws, rules and regulations ((including,
without limitation, the listing requirements of the New York Stock Exchange (“NYSE”)), this Code or
any other code, policy or procedure of the Company to appropriate personnel. Violations of Section
15 of this Code should be promptly reported to the Company’s General Counsel and the Chairman of
the Company’s Audit Committee.
Covered Persons are expected to cooperate in internal investigations of misconduct.
| 14. | Compliance Procedures |
We must all work to ensure prompt and consistent action against violations of this Code.
Since we cannot anticipate every situation that will arise, it is important that we have a way to
approach a new question or problem. These are the steps to keep in mind:
| • | Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible. | |
| • | Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is. | |
| • | Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem. |
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| • | Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems. | |
| • | Seek help from Company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, discuss it with senior management, the Company’s General Counsel or the officer in charge of Human Resources. If that also is not appropriate, you may call (877) 888-0002, the Company’s hotline for anonymous reporting to a third-party service. If you prefer to write, address your concerns to: President and Chief Executive Officer, Stone Energy Corporation, P. O. Box 52807, Lafayette, Louisiana 70505. | |
| • | You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind for good faith reports of ethical violations. | |
| • | Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act. |
| 15. | Financial and Accounting Officers and Managers |
The Company’s Financial and Accounting Officers and Managers, including the Company’s Chief
Executive Officer, Chief Financial Officer, Chief Accounting Officer, and Controller (collectively,
the “Senior Financial Officers”) hold an important and elevated role in corporate governance. As
part of the Corporate Leadership Team, the Senior Financial Officers are vested with both the
responsibility and authority to protect, balance, and preserve the interests of all of the
Company’s stakeholders, including stockholders, clients, employees, suppliers, and citizens of the
communities in which business is conducted. The Senior Financial Officers fulfill this
responsibility by prescribing and enforcing the policies and procedures employed in the operation
of the Company’s financial organization, and by demonstrating the following:
| a. | The Senior Financial Officers will exhibit and promote the highest standards of honest and ethical conduct through the establishment and operation of policies and procedures that: |
| • | Encourage professional integrity in all aspects of the financial organization, by eliminating inhibitions and barriers to responsible behavior, such as coercion, fear of reprisal, or alienation from the financial organization or the enterprise itself. | ||
| • | Prohibit and eliminate the occurrence of actual or apparent conflicts of interest between what is in the best interest of the Company and what could result in material personal gain for a |
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| member of the financial organization, including the Senior Financial Officers. |
| • | Provide a mechanism that facilitates prompt internal reporting of deviations in practice from policies and procedures governing honest and ethical behavior, including violations of this Code by the Senior Financial Officers. |
| b. | The Senior Financial Officers will establish and manage the Company’s transaction and reporting systems and procedures to ensure that: |
| • | Business transactions are properly authorized and completely and accurately recorded on the Company’s books and records in accordance with Generally Accepted Accounting Principles (GAAP) and established Company financial policy. | ||
| • | The retention or proper disposal of Company records shall be in accordance with applicable legal and regulatory requirements. | ||
| • | The reports and documents filed with or submitted to the Securities and Exchange Commission and other public communications made by the Company are made in a full, fair, accurate, timely and understandable manner. | ||
| • | The Company complies with all applicable governmental laws, rules and regulations. |
| c. | The Senior Financial Officers will accept accountability for adherence to this Code, and this Section 15 in particular. |
| 16. | Waivers of the Code of Business Conduct and Ethics |
Any waiver of this Code for the Covered Persons may be made only by the Board or the Nominating and
Governance Committee of the Board and will be promptly disclosed if and as required by law and the
listing requirements of the NYSE.
| 17. | Amendments |
Any amendment to this Code shall be made only by the Board. If an amendment to this Code is made,
appropriate disclosure will be made within two business days after the amendment has been made in
accordance with legal requirements and the listing requirements of the NYSE.
* * *
This Code of Business Conduct and Ethics will be posted on the Company’s website as required
by applicable rules and regulations. In addition, the Company will disclose in
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its proxy statement
for its annual meeting of stockholders that a copy of this Code of Business Conduct and Ethics is
available on the Company’s website.
This document states a policy of Stone Energy Company and is not intended to be regarded as the
rendering of legal advice.
Amended and Restated as of October 20, 2011.
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