CENTURY CASINOS, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
Adopted by the Board of Directors
on March 1, 2004
Introduction
This Code of Business Conduct and Ethics ("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 directors, officers and employees
of CENTURY CASINOS, INC. (the "Company"). All of our directors, officers and
employees must conduct themselves accordingly and seek to avoid even the
appearance of improper behavior. The Code should also be provided to and
followed by the Company's agents and representatives, including consultants.
If a law conflicts with a policy in this Code, you must comply with the
law. If you have any questions about these conflicts, you should ask your
supervisor how to handle the situation.
Those who violate the standards in this Code will be subject to
disciplinary action, up to and including termination of employment. If you are
in a situation which you believe may violate or lead to a violation of this
Code, follow the guidelines described in Section 16 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. All directors, officers and
employees must respect and obey the laws of the jurisdictions in which we
operate. Although not all directors, officers and employees are 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.
If requested, the Company will hold 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 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. You are not allowed to
work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our 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 higher levels of management. Any employee,
officer or director 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 16 of this Code.
3. Insider Trading
Employees 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. In order to assist with compliance with laws against insider
trading, the Company has adopted a specific policy governing employees' trading
in securities of the Company. This policy has been distributed to every
employee. If you have any questions, please consult the Chief Accounting Officer
of the Company.
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 without the consent of the Board of Directors.
No employee may use corporate property, information, or position for improper
personal gain, and no employee may compete with the Company directly or
indirectly. Employees, officers and directors owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.
5. Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. 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 should endeavor to
respect the rights of and deal fairly with the Company's customers, suppliers,
competitors and employees. No employee 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 good will and sound working relationships, not to gain unfair
advantage with customers. No gift or entertainment should ever be offered,
given, provided or accepted by any Company employee, family member of an
employee or agent 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 your supervisor any gifts or proposed gifts which you are
not certain are appropriate.
6. Discrimination and Harassment
The diversity of the Company's employees is a tremendous asset. We are
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.
7. Health and Safety
The Company strives to provide each employee with a safe and healthy work
environment. Each employee has responsibility for maintaining a safe and healthy
workplace for all 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
illegal drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.
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 certain
expense is legitimate, ask your supervisor or your controller.
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.
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. In accordance with those policies, in the event of litigation or
governmental investigation please consult the Company's Chief Accounting
Officer.
9. Confidentiality
Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, except when disclosure is
authorized by the Chief Executive Officer or agreement or is required by laws or
regulations. 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 us. The obligation to preserve confidential information continues
even after employment ends. In connection with this obligation, every employee
should have executed a confidentiality agreement when he or she began his or her
employment with the Company.
10. Protection and Proper Use of Company Assets
All employees 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 employees to protect the Company's assets includes 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.
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. The
Company's Chief Accounting Officer can provide guidance to you in this area.
12. Additional Responsibilities
In addition to the other provisions of this Code, the Company's directors,
officers and employees have particular obligations to promote honest and ethical
conduct and to deter wrongdoing. All directors, officers and employees of the
Company shall:
o Act honestly and ethically in the performance of their duties at the
Company.
o Avoid actual or apparent conflicts of interest between personal and
professional relationships.
o Provide full, fair, accurate, timely and understandable disclosure in
reports and documents that the Company files with, or submits to, the
SEC and in other public communications by the Company.
o Comply with rules and regulations of federal, state and local
governments and other private and public regulatory agencies that
affect the conduct of the Company's business and the Company's
financial reporting.
o Act in good faith, responsibly, with due care, competence and
diligence, without misrepresenting material facts or allowing the
member's independent judgment to be subordinated.
o Respect the confidentiality of information acquired in the course of
work, except when authorized or legally obligated to disclose such
information.
o Share knowledge and maintain skills relevant to carrying out the
member's duties within the Company.
o Proactively promote ethical behavior as a responsible partner among
peers and colleagues in the work environment and community.
o Achieve responsible use of and control over all assets and resources
of the Company entrusted to the member.
o Promptly bring to the attention of the Chief Executive Officer any
information concerning (a) significant deficiencies in the design or
operation of internal controls which could adversely affect the
Company's ability to record, process, summarize and report financial
data or (b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
Company's financial reporting, disclosures or internal controls.
o To contact the Chief Executive Officer, employees should provide
details in writing by sending information to Dr. Erwin Haitzmann;
email EH@cnty.com; or phone +1 719 689 0333 ext. 200.
13. Waivers of the Code of Business Conduct and Ethics
Any waiver of this Code for executive officers or directors of the Company
may be made only by the Audit Committee of the Board of Directors and will be
promptly disclosed as required by law or stock exchange regulation.
14. Reporting any Illegal or Unethical Behavior
Employees are encouraged to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and when in
doubt about the best course of action in a particular situation. It is the
policy of the Company not to allow retaliation for reports of misconduct by
others made in good faith by employees. Employees are expected to cooperate in
internal investigations of misconduct.
15. Complaint Procedures for Financial, Accounting and Audit Matters
Any person who has complaints or concerns about the Company's accounting,
internal accounting controls or auditing matters, or who becomes aware of
questionable accounting or auditing matters, is strongly encouraged to report
such matters to the Audit Committee of the Board of Directors.
To raise complaints or concerns about or report a questionable accounting
or auditing matter to the Audit Committee, employees should provide details in
writing to the Chairman of the Audit Committee of the Board of Directors by
sending information to Mr. Robert Eichberg; 1801 California Street, Suite 4650;
Denver, CO 80202; email Eichberg@cdmcpa.com.; phone +1 303 672 9860.
In order to facilitate a complete investigation, employees should be
prepared to provide as many details as possible, including a description of the
questionable practice or behavior, the names of any persons involved, the names
of possible witnesses, dates, times, places, and any other available details.
The Company encourages all employees with complaints or concerns to come forward
with information and prohibits retaliation against employees raising concerns.
Nonetheless, if an employee feels more comfortable doing so, reports may be made
confidentially and/or anonymously in the manner described above.
Supervisors and managers who become aware of any questionable accounting or
auditing matters, or who receive complaints or concerns from other employees,
must immediately report them directly to the Audit Committee in accordance with
this policy. Supervisors and managers who receive complaints of questionable
accounting or auditing matters must consult with the Audit Committee before
undertaking an investigation or other action. The Audit Committee has final
responsibility and authority for the investigation and handling of any concerns
or complaints relating to accounting and auditing practices.
Investigation and Response
The Audit Committee will oversee the receipt and handling of allegations of
questionable accounting or auditing matters, including directing an appropriate
investigation and response. Based on its investigation, the Audit Committee will
direct the Company to take prompt and appropriate corrective action in response
to the complaint or concern if necessary to ensure compliance with legal and
ethical requirements relating to financial, accounting and audit matters of the
Company. If the Audit Committee determines that a particular complaint or
concern is not covered by this policy, it will refer the complaint or concern to
the Chief Executive Officer of the Company for appropriate handling and
response.
Confidentiality and Non-retaliation
Reports of questionable accounting or audit practices will be kept
confidential to the extent possible consistent with the Audit Committee's
obligation to investigate and correct unlawful or unethical accounting or audit
practices. In order to ensure confidentiality, an employee may elect to make a
complaint anonymously.
The Company will not retaliate or take any form of reprisal
against any person who makes a report pursuant to this policy or who
participates in an investigation regarding a violation of the applicable
securities laws, rules or regulations, or any provision of other laws regarding
fraud against shareholders. Any such retaliation or reprisal by a Company
employee is forbidden. Any employee who retaliates against another employee or a
witness as described above will be subject to discipline, up to and including
discharge. Employees who believe they are subject to retaliation because they
have made a report or participated in an investigation should report such
suspected retaliation to the Audit Committee in the same manner as described
above for the reporting of questionable practices.
Questions about this policy should be directed to the Chief Executive
Officer of the Company. To contact the Chief Executive Officer, employees should
provide details in writing by sending information to Dr. Erwin Haitzmann; email
EH@cnty.com; or phone +1 719 689 0333 ext. 200.
16. Compliance Procedures
We must all work to ensure prompt and consistent action against violations
of this Code. However, in some situations it is difficult to know if a violation
has occurred. 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:
o Make sure you have all the facts. In order to reach the right
solutions, we must be as fully informed as possible.
o 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.
o 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.
o 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.
o 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 locally with your office manager or your [Human Resources]
manager.
o 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 against employees for good faith reports of
ethical violations.
o Always ask first, act later: If you are unsure of what to do in any
situation, seek guidance before you act.