Exhibit 11
EXCEL MARITIME CARRIERS LTD.
CORPORATE CODE OF BUSINESS ETHICS AND CODUCT
Introduction
Excel Maritime Carriers Ltd. (the "Company" or "Excel") has a strong commitment
to promoting honest conduct and ethical business conduct by all Employees (as
defined below) and compliance with the laws that govern the conduct of our
business worldwide. We believe that a commitment to honesty, ethical conduct and
integrity is a valuable asset that builds trust with our customers, suppliers,
employees, shareholders and the communities in which we operate. To implement
our commitment, we have developed a code of business ethics and conduct (the
"Code"). This Code has been designed to deter wrongdoing and to promote honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships and
avoidance of conflicts of interest. The Code establishes rules and standards
regarding behavior and performance and constitutes a part of the terms and
conditions of employment. Violation of the rules and standards embodied in the
Code is not tolerated and will subject those responsible to disciplinary action.
The Code applies to all affiliates of the Company and all employees, directors,
officers and agents of the Company ("Employees"). All Employees are required to
read and understand the Code and certain Employees will be required to provide a
certification to that effect. We encourage all Employees to ask questions
regarding the application of the Code. Employees may direct such questions to
their manager (in the absence of an actual or potential conflict of interest),
or to an Audit Committee member.
Employees individually are ultimately responsible for their compliance with the
Code. Every manager will also be responsible for administering the Code as it
applies to Employees and operations within each manager's area of supervision.
The Company's policy is to distribute the Code to affiliated companies and urge
that they have in force similar polices and procedures to secure compliance with
the principles of business integrity and ethics set forth in this Code.
Employees who observe or become aware of a situation that they believe to be a
violation of the Code have an obligation to notify their manager or an Audit
Committee member unless the Code directs otherwise. Violations involving a
manager should be reported directly to an Audit Committee member. When a manager
receives a report of a violation, it will be the manager's responsibility to
handle the matter in consultation with an Audit Committee member. If an Employee
reporting a violation wishes to remain anonymous, all reasonable steps will be
taken to keep their identity confidential. All communications will be taken
seriously and, if warranted, any reports of violations will be investigated.
Procedures Regarding Waivers
Because of the importance of the matters involved in this Code, waivers will be
granted only in limited circumstances and where and circumstances would support
a waiver. Waivers of the Code may only be made by the Audit Committee.
The Board of Directors
EXCEL MARITIME CARRIERS LTD.
CORPORATE CODE OF BUSINESS ETHICS AND CODUCT
Compliance with Laws, Rules and Regulations
All Employees are responsible for complying with the various laws, rules and
regulations of the countries and regulatory authorities that affect the
Company's business. Questions with respect to your duties under the law should
be directed to your manager.
Honest and Fair Dealing
Employees must endeavor to deal honestly, ethically and fairly with the
Company's customers, suppliers, competitors and employees. No Employee should
take unfair advantage of anyone through manipulation, concealment, abuse of
privilege information, misrepresentation of material facts, or any other
unfair-dealing practice.
Conflict of Interest and Corporate Opportunity
Employees must (a) avoid any interest that conflicts or appears to conflict with
the interests of the Company or that could reasonably be determined to harm the
Company's reputation and (b) report any actual or potential conflict of interest
(including any material transaction or relationship that reasonably could be
expected to give rise to such conflict) immediately to manager or an Audit
Committee member and adhere to instructions concerning how to address such
conflict of interest. A conflict of interest exists if actions by any Employee
are, or could reasonably appear to be, influenced directly or indirectly by
personal considerations, duties owed to persons or entities other than the
Company, or by actual or potential personal benefit or gain.
Employees owe a duty to advance the legitimate interests of the Company when the
opportunities to do so arise. Employees may not take for themselves personally
opportunities that are discovered through the use of corporate property,
information or position.
Confidentiality and Privacy
It is important that you protect the confidentiality of Company information.
Employees may have access to proprietary and confidential information concerning
the Company's business, clients and suppliers. Confidential information includes
such items as non-public information concerning the Company's business,
financial results and prospects and potential corporate transactions. Employees
are required to keep such information confidential during employment as well as
thereafter, and not to use, disclose, or communicate that confidential
information other than in the course of employment. The consequences to the
Company and the Employee concerned can be severe where there is unauthorized
disclosure of any non-public, privileged or proprietary information.
To ensure the confidentiality of any personal information collected and to
comply with applicable laws, any Employee in possession of non-public, personal
information about the Company's customers, potential customers, or Employees,
must maintain the highest degree of confidentiality and must not disclose any
personal information unless authorization is obtained.
Proper Use of Company Assets
The Company's assets are only to be used for legitimate business purposes and
only by authorized Employees or their designees. This applies to tangible assets
(such as office equipment, telephone, copy machines, etc.) and intangible assets
(such as trade secrets and confidential information). Employees have a
responsibility to protect the Company's assets from theft and loss and to ensure
their efficient use. Theft, carelessness and waste have a direct impact on the
Company's profitability. If you become aware of theft, waste or misuse of the
Company's assets you should report this to your manager.
Corporate communications policy
Only certain designated Employees may discuss the Company with the news media,
securities analysts and investors. All inquiries from regulatory authorities or
government representatives should be referred to the appropriate manager.
Employees exposed to media contact when in the course of employment must not
comment on rumors or speculation regarding the Company's activities.
Securities Trading
Because we are a public company we are subject to a number of laws concerning
the purchase of our shares and other publicly traded securities. Company policy
prohibits Employees and their family members from trading securities while in
possession of material, non-public information relating to the Company or any
other company, including a customer or supplier that has a significant
relationship with the Company.
Information is "material" when there is a substantial likelihood that a
reasonable investor would consider the information important in deciding whether
to buy, hold or sell securities. In short, any information that could reasonably
affect the price of securities is material. Information is considered to be
"public" only when it has been released to the public through appropriate
channels and enough time has elapsed to permit the investment market to absorb
and evaluate the information. If you have any doubt as to whether you possess
material nonpublic information, you should contact a manager and the advice of
legal counsel may be sought.
Investment by Employees in Excel securities is encouraged. In order to protect
the Company and its Employees from liability that could result from a violation
of legal requirements, the Company requires Employees to engage in purchases or
sales of the Company's stock only during "Window Periods". Window Periods begin
at the opening of trading on the second full trading day following the public
release of quarterly or annual financial results and end on the last day of the
third calendar month of that calendar quarter. No person may buy or sell Excel
securities, even during Window Periods, if such person is in possession of
material, non-public information.
At any time, the Board of Directors has authority to designate a "blackout
period" over all trading in Excel securities (even during a Window Period). A
blackout period compels all trading in the securities affected to cease
immediately for the period designated by the Board of Directors. A blackout
period may be exercised over securities of companies with which the Company does
or may do business or in which the Company invests or may invest. No one may
disclose to any outside third party that a blackout period has been designated.
Failure to comply with the Company's securities trading policy may subject
Employees or Employees' family members to criminal or civil penalties, as well
as to disciplinary action by the Company up to and including termination for
cause. Responsibility for complying with applicable laws as well as the
Company's policy rests with Employees individually.
Drugs and Alcohol
Company policy prohibits the illegal use, sale, purchase, transfer, possession
or consumption of controlled substances, other than medically prescribed drugs,
while on the Company premises. Company policy also prohibits the use, sale,
purchase, transfer or possession of alcoholic beverages by Employees while on
Company premises, except as authorized by the Company. This policy requires that
the company must abide by applicable laws and regulations relative to the use of
alcohol or other controlled substances. The Company, in its discretion, reserves
the right to randomly test Employees for the use of alcohol or other controlled
substances unless prohibited by prevailing local law.
Policies against Discrimination and Harassment
The Company prohibits discrimination against any Employee or prospective
Employee on the basis of sex, race, color, age, religion, sexual preference,
marital status, national origin, disability, ancestry, political opinion, or any
other basis prohibited by the laws that govern its operations.
The Company prohibits unlawful harassment. Employees are expected to treat one
another with respect. "Harassment" includes any conduct likely to cause offense
or humiliation to any person or that might, on reasonable grounds, be perceived
by a reasonable person to place a condition on employment or on any opportunity
for training or promotion.
Electronic communication
Electronic communications include all aspects of voice, video, and data
communications, such as voice mail, e-mail, fax, and Internet. Employees should
use electronic communications for business purposes and refrain from personal
use. Among other things, you should not participate in any online forum where
the business of the Company or its customers or suppliers is discussed: this may
give rise to a violation of the Company's confidentiality policy or subject the
Company to legal action for defamation. The Company reserves the right to
inspect all electronic communications involving the use of the Company's
equipment, software, systems, or other facilities ("Systems") within the
confines of applicable local law and Employees should not have an expectation of
privacy when using Company Systems.
Integrity of Corporate Records
All business records, expense accounts, vouchers, bills, payrolls, service
records, reports to government agencies and other reports must accurately
reflect the facts. Without limiting the foregoing, all reports and documents
filed with the U.S. Securities and Exchange Commission, as well as other public
communications should be full, fair, accurate and understandable.
The books and records of Excel must be prepared with care and honesty and must
accurately reflect our transactions. All corporate funds and assets must be
recorded in accordance with Company procedures. No undisclosed or unrecorded
funds or assets shall be established for any purpose.
The Company's accounting personnel must provide the independent public
accountants and the Audit Committee with all information they request. Employees
must not, and must not direct others to, take any action to fraudulently
influence, coerce, manipulate or mislead independent public accountants engaged
in the audit or review of the Company's financial statements for the purpose of
rendering those financial statements materially misleading.
Entertainment, Gifts, Payments and Bribery
Decisions by the Company and its agents relating to the procurement and
provision of goods and services should always be free from even a perception
that favorable treatment was sought, received or given as the result of
furnishing or receiving gift, favors, hospitality, entertainment or other
similar gratuity. The giving or receiving of anything of value to induce such
decisions is prohibited. You should never solicit a gift or favor from those
with whom we do business. Providing or receiving gifts or entertainment of
nominal value motivated by commonly accepted business courtesies is permissible,
but not if such gifts or entertainment would reasonably be expect to cause
favoritism or a sense of obligation.
No bribes or other similar payments and benefits, directly or indirectly, shall
be paid to employees of suppliers or customers.
Compliance with Anti-Trust Laws
The Company's business may be subject to United States, European Union and other
foreign government anti-trust and similar laws. All Employees must comply with
such laws and you should confer with your manager whenever you have a question
with respect to the possible anti-competitive effect of particular transactions.
Health, Safety and Environmental Protection
The Company will conduct its business in a manner designed to protect the health
and safety of its Employees, its customers, the public, and the environment. The
Company's policy is to operate its business and its vessels in accordance with
all applicable safety, environmental and safety laws and regulations so as to
ensure the protection of the environment and the Company's personnel and
property. All Employees should conduct themselves in a manner that is consistent
with this policy. Any departure or suspected departure from this policy must be
reported promptly.
ACKNOWLEDGEMENT
I understand that the Excel Code of Business Ethics and Conduct (the
"Code") forms a part of my terms of employment.
I understand that it is my responsibility to read, to understand, and
to keep up to date the contents of the Code and to seek clarification or further
information, if needed, and to comply with the contents of the Code.
I acknowledge that I have received a copy of the Code for my review. I
also understand that breach or violation of the Code may result in disciplinary
action (which may include termination of employment).
I further acknowledge that I have been afforded the opportunity to ask
any questions I have concerning the content of the Code.
Signature ______________________
Date ______________________
Name ______________________
(Please print)
02545.0001 #533186