Exhibit 14.1
ABRAXAS PETROLEUM CORPORATION
(the "Company")
CODE OF BUSINESS CONDUCT AND ETHICS
INTRODUCTION
The Company has a long-standing commitment to conduct our business in
compliance with all applicable laws and regulations and in accordance with the
highest ethical principles. Among our guiding principles are honesty, integrity,
and quality in all that we do. This Code of Business Conduct and Ethics (the
"Code") has been approved by the Board of Directors and provided to our
employees in order to assist them in meeting our legal and ethical obligations
and to promote:
o Honest and ethical conduct in all of our business dealings, including
the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships;
o Full, fair, accurate, timely and understandable disclosure in all
reports and documents filed by the Company with, or submitted to, the
Securities and Exchange Commission and in other public communication
made by the Company;
o Compliance with applicable governmental rules and regulations;
o Avoidance of conflicts of interest, including disclosure to the
person(s) identified below of any material transaction or relationship
that reasonably could be expected to give rise to a conflict;
o Prompt internal reporting of violations of this Code to the appropriate
person or persons identified herein; and
o Accountability for adherence to this Code.
This Code is applicable to all Company's employees (including all full and
part-time employees and certain persons that provide services on our behalf,
such as agents), officers (including, but not limited, to the Chief Executive
Officer, Chief Financial Officer, Treasurer, Controllers, Finance Managers and
any other employees performing similar functions) and directors (Company's
officers and directors also collectively referred herein as Senior Officers). As
used in this Code, unless the context otherwise requires, references to the
"Company" shall mean Abraxas Petroleum Corporation and all of its controlled
subsidiaries, whether domestic or foreign, and references to the "Board" or
"Board of Directors" shall mean the Board of Directors of Abraxas Petroleum
Corporation.
This Code covers a wide range of business practices and procedures. It does not
cover every issue that may arise, but it sets out basic principles to guide all
employees of the Company. All of our employees must conduct themselves
accordingly and seek to avoid even the appearance of improper 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 this
Code. If any aspect of this Code is unclear to you, or if you have any questions
or face dilemmas that are not addressed, you should ask any member of the Audit
Committee listed in section 14 how to handle the situation. Because this Code
discusses both our legal and ethical responsibilities, non-compliance with
certain aspects of this Code could result not only in disciplinary action, up to
and including termination, but may also subject the individual offender and the
Company to civil and/or criminal liability.
If you are in, or aware of, 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.
As required by law, rule, or regulation, this Code shall be made available to
the public.
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. All employees must respect and obey all
applicable laws, rules and regulations of each city, state, and country in which
we operate. Although not all employees are expected to know the details of all
of these laws, it is important to know enough to determine when to seek advice
from appropriate personnel (see section 14).
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 as a whole. A conflict situation can
arise when an employee, officer, or director 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 an employee, officer or
director, or members of his or her family, receives improper personal benefits
as a result of his or her position in the Company. Loans to, or guarantees of
obligations of, employees and their family members may create conflicts of
interest. It is almost always a conflict of interest for a Company employee to
work simultaneously for a competitor, customer or supplier of the Company. 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 of Directors. Conflicts of interest may not
always be clear-cut, so if you have a question, you should consult with
executive level management or the individuals designated in Section 14 of this
Code.
3. INSIDER TRADING
Employees, officers and directors 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 our 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 on the basis of this information is not only
unethical but also illegal. If you have any questions, please consult the
Company's policy on insider trading.
4. CORPORATE OPPORTUNITIES
Employees, officers, and directors are prohibited from taking for themselves
personally, opportunities that are discovered through the use of corporate
property, information, or position, except for opportunities as to which
management or the Board of Directors have been fully informed and have expressly
found consistent with the Company's business objectives. Employees, officers,
and directors owe a duty to the Company to advance its legitimate interests when
opportunities arise. No employee, officer, or director may use corporate
property, information, or position for improper personal gain, and no employee
may compete with the Company directly or indirectly.
5. COMPETITION AND FAIR DEALING
We seek to outperform our competition fairly and honestly. We seek 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
employee, officer, and director should endeavor to respect the rights of and
deal fairly with the Company's customers, suppliers, competitors, and employees.
No employee, officer or director should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other intentional unfair-dealing practice. The purpose of
business entertainment and gifts in a commercial setting is to create goodwill
and sound working relationships, not to gain unfair advantage with customers. No
gift or entertainment, that exceeds in value what is generally considered common
courtesy usually associated with ethical business practices, should ever be
directly or indirectly offered, given, provided or accepted by any Company
officer, director, employee, any family member of an employee, or any agent
(acting in its capacity as such) to or from any customer, supplier, or
competitor of the Company.
6. 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 of any kind. Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances. [Please refer to the Company's Policies and
Procedures for more information on discrimination and harassment.]
7. HEALTH AND SAFETY
The Company strives to provide each employee with a safe and healthy work
environment. Each employee has a responsibility to maintain a safe and healthy
workplace for all other employees 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 alcohol or illegal drugs. The use, sale, transfer, or possession of
alcohol, illegal drugs, or other illegal substances is strictly prohibited while
on Company property or while on Company business and will not be tolerated. This
prohibition also includes illegal or improper use of controlled substances.
Reporting to work while impaired by any such substance is also strictly
prohibited.
8. 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 specific expense may be legitimately charged to the
Company, ask your supervisor. 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 unless permitted by
applicable law or regulation. Periodic and other reports (financial and
otherwise) to foreign, federal, state, and local government agencies must
present a full, fair, accurate, timely, and understandable disclosure by the
Company. Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos, and formal reports. Records should
always be retained or destroyed according to the Company's record retention
policies.
9. CONFIDENTIALITY AND PROTECTION OF COMPANY ASSETS
Employees, officers, and directors must maintain the confidentiality of
information entrusted to them by the Company, its customers, partners, or
business associates, except when disclosure is required by laws or regulations.
Confidential information includes all non-public information that might be of
use to competitors, or which might be harmful to the Company or its customers,
partners, or business associates if disclosed. It includes information that
suppliers and customers have entrusted to us or that the Company has obligated
itself to maintain in confidence. The obligation to preserve confidential
information continues even after employment ends. Employees are obligated to
protect the Company's assets, including its proprietary information. Proprietary
information includes intellectual property such as trade secrets, patents,
trademarks, and copyrights, as well as business, marketing and service plans,
engineering and manufacturing ideas, designs, databases, records, salary
information, and any unpublished financial data and reports. Unauthorized use or
distribution of this information would violate Company policy. It could also be
illegal and result in civil or even criminal penalties.
10. PROPER USE OF COMPANY ASSETS
All employees, officers, and directors 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. All Company assets should be used
only for legitimate business purposes. Any suspected incident of fraud or theft
should be immediately reported for investigation. Company charge accounts,
credit cards, bank accounts, and other resources are strictly limited to Company
use.
11. 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 which 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. Consult
your supervisor if you have any questions.
12. WAIVERS OF THIS CODE OF BUSINESS CONDUCT AND ETHICS
Waivers of this Code will not be granted except in limited circumstances, so as
to protect the Company to the greatest extent possible. Any waivers of this Code
for the Company's Senior Officers may only be made by the Board of Directors
after disclosure of all material facts by the individual seeking the waiver, and
any waiver granted will be promptly disclosed as required by law or stock
exchange regulation. Any waivers for other individuals may only be granted by
the Board of Directors, or it's Audit Committee after disclosure of all material
facts by the individual seeking the waiver.
13. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR
Each employee, officer and director is required to immediately report, in
accordance with Section 14 below, what he or she believes in good faith to be an
actual or potential violation of this Code by any employee, officer and director
of the Company. It is the policy of the Company not to allow retaliation or
retribution for reports of possible violations of this Code by others made in
good faith by employees. "Good faith" does not mean that you have to be right -
but it does mean that you believe that you are providing truthful information.
Employees are expected to cooperate in internal investigations of misconduct.
14. COMPLIANCE PROCEDURES
All employees, officers and directors must work to ensure prompt and consistent
action against violations of this Code. However, in some situations it is
difficult to know right from wrong. 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:
1. Make sure you have all the facts. In order to reach the right solutions, we
must be as fully informed as possible.
2. 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.
3. Clarify your responsibility and role. In most situations, there is shared
responsibility. Are your colleagues informed?
4. 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 a
member of the Audit Committee.
5. 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 or
retribution of any kind against employees for good faith reports of violations
to this Code.
6. Always ask first, act later: If you are unsure of what to do in any
situation, seek guidance before you act.
Notwithstanding any of the principles and guidelines set forth above, any
employee, officer or director of the Company that is convinced that any
employee, officer or director has violated this Code must immediately report
that information to the Audit Committee of the Board of Directors by contacting
any of the following members of the Audit Committee at the numbers or addresses
shown below:
C. Scott Bartlett (Chairman) Franklin A. Burke
Phone: (973) 256-9229 Phone:(215) 643-9100
Address: 14 Sigtim Dr. Address: 516 N. Bethlehem Pike Little
Falls, NJ 07424 Spring House, PA 19477
Paul A. Powell, Jr. Joseph A. Wagda
Phone: (540) 389-1811 Phone: (925) 989-8212
Address: 303 Apperson Drive Address: 547 Blackhawk Club Drive
Salem, VA 24153 Danville, CA 94506
The Audit Committee of the Board of Directors (or its designee) will be
responsible for the enforcement of this Code relating to employees, officers and
directors. This Code sets forth guidelines which all officers, directors and
employees will be required to follow and any failure to comply with this Code
may result in discipline, up to and including termination. However, nothing in
this Code shall be construed to create a contractual right to employment where
none previously existed nor shall it in any way alter the at-will nature of any
employee's employment. The Company reserves the right to amend, alter, or
terminate this Code or its policies at any time for any reason.