EXHIBIT 14.1
ANWORTH MORTGAGE ASSET CORPORATION
CORPORATE CODE OF CONDUCT
Anworth Mortgage Asset Corporation (“Anworth”) strives to conduct its business in accordance with the highest ethical standards and in compliance with all applicable governmental laws, rules and regulations. Anworth believes that is imperative that its officers, directors and employees act at all times in an honest and ethical manner in connection with their service to Anworth. The principles of integrity, accountability and fair dealing are the cornerstone of Anworth’s business, and are critical to its future success.
The following information constitutes Anworth’s corporate Code of Conduct, which applies to all Anworth officers, directors and employees. This Code of Conduct is intended to meet the requirements for a code of ethics under the Sarbanes-Oxley Act of 2002 and the listing standards of the New York Stock Exchange (“NYSE”), and is applicable to Anworth’s principal executive officer, principal financial and accounting officer and controller or persons performing similar functions. Any waiver of this Code of Conduct for any of Anworth’s executive officers or directors may be made only by the Board of Directors and must be promptly disclosed to stockholders, as required by applicable law.
I. Compliance with Applicable Laws
Anworth is committed to conducting its business in strict compliance with all applicable governmental laws, rules and regulations, including but not limited to laws, rules and regulations related to securities, labor, employment and workplace safety matters. All Anworth officers, directors and employees are expected at all times to conduct their activities on behalf of Anworth in accordance with this principle. Any violation of applicable laws, rules or regulations by an Anworth employee, officer or director should be reported immediately to Anworth’s Chief Financial Officer or another member of Anworth’s senior management.
As a public reporting company, with our stock trading on the NYSE, we are subject to regulation by the Securities and Exchange Commission (“SEC”) and the NYSE, and compliance with Federal securities laws and regulations, as well as state and local laws. Anworth insists on strict compliance with the spirit and the letter of these laws and regulations.
II. Conflicts of Interest
A “conflict of interest” exists any time employees, officers or directors face a choice between what is in their personal interest (financial or otherwise) and the interest of Anworth. A conflict of interest also exists when an employee, officer or director takes actions or has interests that make it difficult to perform effectively his or her duties on behalf of Anworth. When a conflict of interest arises, it is important that employees act with great care to avoid even the appearance that their actions were not in Anworth’s best interests. This obligation applies to both business relationships and personal activities. If you find yourself in a position where your objectivity may be questioned because of individual interest or family or personal relationships, notify Anworth’s Chief Financial Officer immediately.
Personal Business Relationships and Activities:
Anworth’s employees, officers and directors must plan personal relationships and business affairs so as to avoid situations that might lead to actual or perceived conflicts between the self-interest of such individuals and their obligations and duties to Anworth and its stockholders. Any financial interest held by an Anworth employee, officer or director in a financial institution or other entity with whom Anworth has business dealings, or an Anworth competitor (other than interests of less than 2% of the outstanding securities of competitors whose securities are publicly traded) must be disclosed to and approved in advance by Anworth’s Board of Directors.
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Conflicts of interest also arise when an Anworth employee, officer or director, or a member of his or her family, receives improper benefits as a result of his or her position with Anworth. An example of such an improper benefit would be a loan or loan guarantee from Anworth or any of its subsidiaries to any Anworth employee, officer or director. Such loans or loan guarantees, as well as other similar conflicts of interest, are prohibited by this Code of Conduct.
Anworth’s Board of Directors will determine if a proposed transaction or relationship would involve a conflict of interest. If it is appropriate to grant an exception from this Code of Conduct, the exception will be promptly disclosed to the public as required by applicable law and regulation.
Organizational Relationships:
Anworth employees, officers and directors may not:
| • | Acquire a direct or indirect financial interest in the business of any financial institution or other entity with whom Anworth has business dealings, or an Anworth competitor (other than de minimus interests of less than 2% of the outstanding securities of competitors whose securities are publicly traded) unless such interest is disclosed to and approved in advance by Anworth’s Chief Financial Officer. |
| • | Enter into a business relationship on Anworth’s behalf with an immediate family member or with a company that the employee or immediate family member has a substantial financial interest unless such relationship is disclosed to and approved in advance by Anworth’s Board of Directors. Immediate family member includes the employee’s spouse or domestic partner, the employee’s and/or the employee’s spouse’s or domestic partner’s grandparents, parents, siblings, children, grandchildren, aunts, uncles, nephews and nieces. |
| • | Accept, directly or indirectly, anything (including gifts) of a nature or value that could create the appearance that the person providing the gift is receiving or will receive favorable prices, terms, and conditions of sale, purchase orders, or other preferential treatment from Anworth. This extends to financial institutions, vendors, entities or individuals currently doing or seeking to do business with Anworth or any Anworth entity. |
Participate in other employment (including self-employment) or serve as an officer, director, partner or consultant for other organizations unless such activity is disclosed to and approved by Anworth’s Board of Directors. Such activity is prohibited under any circumstances if it interferes with your ability to act in the best interests of Anworth, requires you to proprietary, confidential or non-public information, procedures, plans or techniques of Anworth, or creates an appearance of impropriety.
Corporate Opportunities:
Anworth’s employees, officers and directors owe a duty to Anworth to advance its legitimate interests when the opportunity to do so arises. For this reason, such persons are prohibited from taking “corporate opportunities” for themselves. Accordingly, Anworth’s employees, officers and directors are prohibited, without the prior consent of Anworth’s Board of Directors, from (i) taking for themselves personally opportunities that are discovered through the use of Anworth property, information or position, or (ii) competing with Anworth. Such persons are also prohibited from using Anworth property, information or position for personal gain.
III. Communication of False or Derogatory Information
The communication of false or derogatory information about Anworth, entities with whom it has business dealings or employees is also a violation of corporate policy, federal and state law and possibly laws of other jurisdictions.
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Anworth has business relationships and other involvements and communications with financial institutions, investors, suppliers, vendors, and government authorities. In all interactions and communications, Anworth employees, officers, and directors must always be truthful and:
| • | Never make dishonest statements, misrepresentations or statements intended to mislead or misinform. |
| • | Always respond promptly and accurately to requests for information or documents from government agencies. These requests should immediately be brought to the attention of Anworth’s Chief Financial Officer and authorized prior to providing documentation to outside parties. |
| • | Direct all media requests for information or statements to Anworth Investor Relations. |
| • | Apply the same principles of honesty to all aspects of internal communications and record keeping. Falsification, alteration, or unauthorized destruction of any document, or misrepresentation of any information could result in termination of employment, as well as referral to appropriate authorities. |
All documents whether originals, drafts, or duplicates, including all computer files, disk drives, hard disks, floppy disks, CD-ROMs, or any other media must be retained in accordance with applicable law and Anworth’s policies with respect to retention and preservation of documents. No document may be destroyed, altered, or removed from any file or premise in which it is now stored without prior approval.
IV. Fair Dealing
Anworth expects its employees, officers and directors to deal fairly with Anworth’s financial institutions, suppliers, vendors, competitors, agents and employees, to base business relationships on lawful, efficient and fair practices and to use only ethical practices when dealing with actual or potential financial institutions, vendors, competitors, agents, employees and other parties. It is the obligation of every Anworth employee to conduct business in a manner that avoids even the appearance of ethical or legal impropriety and is consistent with all applicable laws and regulations. Specifically, no Anworth employee, officer or director should do any of the following:
| • | Give or accept anything of value from any current or potential financial institutions, supplier or vendor as an inducement for or in return for business or preferential treatment; or |
| • | Take advantage of any financial institution, supplier, competitor or employee through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair business practice. |
V. Confidential Information
All Anworth employees, officers and directors are required to maintain the confidentiality of all non-public information (including electronic information) that they receive or have access to during their employment or service with Anworth, except when disclosure is authorized or legally mandated. This obligation applies not only to confidential information about Anworth, but also to confidential information about its financial institutions, suppliers, business partners and employees. You are also prohibited from disclosing confidential information that you obtained at a previous employer, including, but not limited to, trade secrets.
During and following your employment at Anworth, you shall not directly or indirectly publish, disclose, describe or communicate confidential information, or authorize anyone else to do so for any purpose other than legitimate corporate purposes. Even within Anworth, you shall only disclose confidential information to those employees who have a business-related “need to know”. You are responsible for avoiding the release of non-public information. Should you have any questions regarding your confidentiality obligations, you should seek guidance from Anworth management or Anworth’s Chief Financial Officer.
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VI. Inside Information and Securities Trading
In the course of your relationship with Anworth, you may receive non-public information about Anworth, its financial institutions or acquisition targets. It is a violation of federal law, and prohibited by Anworth policy, for any Anworth employee, officer or director to purchase or sell Anworth’s securities based on knowledge of material non-public information. This prohibition extends to any trading in the securities of any of Anworth’s financial institutions or other entities with which Anworth has a business relationship while in possession of material nonpublic information learned in the course of your employment with Anworth.
“Material” information is information of such importance that it can be expected to affect the judgment of investors as to whether or not to buy, sell, or hold the securities in question. “Nonpublic” means it is not generally available to the public. Examples of material nonpublic information include, but are not limited to, financial results, projections of future earnings or losses, significant litigation exposure due to actual or threatened litigation, news of a pending or proposed acquisition or merger, corporate partnerships, acquisitions or strategic alliances, news of the disposition of assets, new equity or debt offerings, changes in senior management.
Anworth prohibits “insiders” fromdisclosing or trading on “inside information” and further requires all directors, officers and certain employees of Anworth to obtain approval from Anworth’s Chief Financial Officer prior to trading in Anworth securities. Those persons who are subject to this requirement are identified in Anworth’s Insider Trading Policy and may be obtained from Anworth’s Chief Financial Officer.Employees, officers and directors are expected to have read and be familiar with Anworth’s Insider Trading Policy, and to comply fully with its rules and guidelines. All questions regarding securities trading should be directed to Anworth’s Chief Financial Officer.
VII. Financial Reporting and Accuracy of Company Records
As a public company, Anworth is required by law to make full, fair, accurate, timely and understandable disclosure in the reports and documents that Anworth files with, or submits to the SEC and in all other public communications it makes.
In order for Anworth to comply with its public disclosure obligations, it has adopted the following principles:
| • | Business transactions must be properly authorized and be completely and accurately recorded on Anworth’s books and records in accordance with generally accepted accounting practices, and established Anworth financial policy. |
| • | Each Anworth employee, officer and director must help to maintain the integrity of Anworth’s record keeping and reporting systems and is responsible for maintaining complete and accurate records, accounting entries and classifications. |
| • | Anworth employees, officers and directors are expected to comply fully and accurately with all audits, requests for special record keeping or retention of documents, documents or other material from or on behalf of Anworth’s auditors, Anworth’s Chief Financial Officer or Anworth management. |
| • | Each employee is responsible for maintaining complete and accurate records, accounts, entries and classifications and for accuracy in expense account vouchers reflecting legitimate business expenses. Misapplication or improper use of corporate funds or property or false entry to records by employees or others must be reported to Anworth’s Chief Financial Officer and may result in discipline up to and including termination. |
VIII. Intellectual Property
Anworth’s name, logo, formulae, trade secrets, business, marketing and financial plans, databases, records, unpublished financial data and reports and other intellectual property are valuable assets of Anworth and their
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protection is critical to our success. Anworth expects others to respect its intellectual property rights and expects its employees, officers, and directors and agents to respect the intellectual property rights of others. The rules with respect to trademark, trade secret, patent and copyright laws are complex, so you should seek advice from Anworth’s outside legal counsel if any questions should arise.
IX. Dealings with Public Officials and Government Entities
Anworth also expects employees to base relationships with public officials and government entities on lawful, efficient and fair practices and to use only ethical practices when dealing with these and other parties. It is the obligation of every Anworth employee to conduct business in a manner that avoids even the appearance of impropriety and is consistent with all applicable laws and regulations.
Do not directly or indirectly promise, offer or make payment in money or anything of value to anyone, including a government official, agent or employee of a government, political party, labor organization or business entity or a candidate of a political party, with the intent to induce favorable business treatment or to improperly affect business or government decisions. Pay special attention to the treatment of public officials and employees of governmental agencies whose conduct with respect to gifts and meals is controlled by laws and regulations which must be complied with at all times. These laws and regulations are complex and can vary from country to country—and even within a country (e.g. local versus national officials).
Anworth employees involved in sales or other transactions with governmental customers should take steps to ensure that such transactions comply with all applicable laws and regulations and avoid even the appearance of impropriety. Contact Anworth’s Chief Financial Officer with specific questions or situations.
X. Use of Company Resources
Ownership of Company Property
Anworth’s property, including but not limited to its communication equipment, facilities, computers, software, e-mail, voice mail, conferencing equipment and office supplies is owned by Anworth or operated on its behalf to advance its business strategy and objectives. Anworth’s company property is in place to enable its employees to perform business-related duties required by their positions. The use of company property is for the sole purpose of conducting business-related tasks.
A limited exception to the “business-only” rule is when conducting “incidental personal business” and is consistent with the following guidelines:
| • | Is limited in duration or extent. |
| • | Does not detract from the user’s attention to or completion of job duties or job performance. |
| • | Does not subject Anworth to any significant incremental cost. |
| • | Is not used to unlawfully obtain, copy, download, distribute software, electronic files, or other materials protected by copyright. |
| • | Does not otherwise violate the Code of Conduct including but not limited to, provisions related to conflicts of interest and/or disclosure of confidential information. |
Computer Resources
Anworth invests in and uses computer resources (computer hardware, software, supporting infrastructure, network connections and telecommunications equipment) to advance its business strategy and objectives.
| • | Computer software (computer programs, databases and related documentation) whether purchased from a supplier or developed by Anworth is protected by copyright and may also be protected by patent or as |
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a trade secret. Employees are expected to strictly follow the terms and conditions of the license agreements, including provisions not to copy or distribute materials covered by these agreements. These protected materials may not be reproduced for personal use. |
| • | Use of the Internet and electronic mail should be in support of and to advance Anworth’s business success. Any personal use of these technologies should not create additional costs for Anworth, interfere with work duties or violate any company policies, including policies related to defamatory, offensive or threatening messages, gambling, pornography, viruses, chain letters, executable “ready to run” files, “hacking,” etc. |
All communications, data or information received, sent or obtained using Anworth property while employed at Anworth are not private communications. Unless prohibited by local law, the use of this technology, including electronic mail and the internet, is subject to monitoring by Anworth.
XI. Media Relations and Public Inquiries
All communications with the news media, regulatory agencies and other entities by Anworth and its employees are potentially important and reflect upon Anworth’s image. In addition, Anworth is subject to various legal requirements with respect to the public dissemination of material or significant events related to its business. It is crucial that communications from Anworth be handled in a consistent manner, and that all regulatory and legal obligations with respect to disclosure of information be fulfilled.
Communication with the news media is an important part of Anworth’s ongoing marketing and investor relations programs. Communications with the news media about “material events” and “significant public events” should be directed to Anworth’s Investor Relations office. All inquiries from regulatory agencies and all inquiries about current or former employees of Anworth or its subsidiaries should be directed to Anworth’s Chief Financial Officer. All such communications will be forthright, responsible and in keeping with Anworth’s legal policies and obligations.
XII. Reporting
Reporting Violations and Making Complaints
Possible violations of the Code of Conduct should be reported immediately. Violations of the Code of Conduct can expose individuals and Anworth to criminal actions, fines and other serious legal qualifications.
If you observe a situation that may violate this Code, you should report it to Anworth’s Chief Financial Officer. Employees may contact the Chief Financial Officer to ask questions concerning or to report violations or suspected violations of the Code of Conduct or any law or regulation.
Subject to applicable law, regulation or legal proceedings, your contact will be handled confidentially and, to the extent possible, anonymously. Once your call is received, the information you provide will be referred to the appropriate Anworth authority and resolved as expeditiously as possible. Please understand that it is more difficult to resolve anonymous complaints.
Our Chief Financial Officer and responsible Anworth management will treat your information as confidentially as possible in an effort to address your concerns and work with you towards resolution.
In no event will adverse action be taken against you for making a good-faith report to Anworth.
If the matter involves an accounting or auditing matter, you may report it in writing on a confidential, anonymous basis to the Chairman of the Audit Committee or contact the Chief Financial Officer.
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No Retaliation
Employees, officers and directors may bring their concerns forward without fear of retribution or punishment. Anworth will not retaliate against any employee for reporting suspected violations of laws, regulations or company policies. This means that Anworth will not terminate, demote, transfer to an undesirable assignment, or otherwise discriminate against an employee for calling attention to suspected illegal or unethical acts. This protection extends to anyone giving information in relation to an investigation. However, Anworth reserves the right to discipline anyone who knowingly makes a false accusation, provides false information to Anworth or has otherwise acted improperly.
XIII. Discipline
Failure to follow this Code of Conduct can have substantial consequences. Not only may you be personally liable for the legal or ethical violation (which may result in fines or even jail time), you may also be subject to disciplinary proceedings, including termination.
XIV. Waivers of the Corporate Code of Conduct
Any waiver of this Code of Conduct for executive officers or directors may be made only by the Board of Directors or a Board Committee and will be promptly disclosed as required by law or by SEC or NYSE regulations. Waivers of this Code for a non-officer employee may be made by the President or Chief Financial Officer only upon the employee making full disclosure in advance of the transaction in question. This Code of Conduct may be amended or modified at any time by the Board of Directors.
XV. Acknowledgement
Employees, officers and directors will be asked annually to sign a statement affirming that they have read and understood this Code of Conduct and that they are in compliance with the Code of Conduct.
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