Exhibit 99.1
Genco Shipping & Trading Limited
CODE OF ETHICS
The Board of Directors of Genco Shipping & Trading Limited (the "Company")
has adopted this Code of Ethics (the "Code") for all of the Company's employees,
directors, officers and agents ("Employees").
I. Conflicts of Interest
A conflict of interest occurs when an Employee's private interests
interfere, or even appears to interfere, with the interests of the Company
as a whole. While it is not possible to describe every situation in which a
conflict of interest may arise, Employees must never use or attempt to use
their position with the Company to obtain improper personal benefits. Any
Employee who is aware of a conflict of interest, or is concerned that a
conflict might develop, should discuss the matter with the Audit Committee
or counsel to the Company immediately.
II. Corporate Opportunities
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.
III. Confidentiality and Privacy
It is important that Employees 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.
IV. 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 privileged information, misrepresentation of material facts, or
any other unfair-dealing practice. Honest conduct is considered to be
conduct that is free from fraud or deception. Ethical conduct is considered
to be conduct conforming to accepted professional standards of conduct.
V. Protection and 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.
VI. Compliance with Laws, Rules and Regulations
It is the Company's policy to comply with all applicable laws, rules and
regulations. It is the personal responsibility of each Employee to adhere
to the standards and restrictions imposed by those laws, rules and
regulations, and in particular, those relating to accounting and auditing
matters.
Any Employee who is unsure whether a situation violates any applicable law,
rule, regulation or Company policy should contact the Company's outside
legal counsel.
VII. 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.
VIII. Disclosure
Employees are responsible for ensuring that the disclosure in the Company's
periodic reports is full, fair, accurate, timely and understandable. In
doing so, Employees shall take such action as is reasonably appropriate to
(i) establish and comply with disclosure controls and procedures and
accounting and financial controls that are designed to ensure that material
information relating to the Company is made known to them; (ii) confirm
that the Company's periodic reports comply with applicable law, rules and
regulations; and (iii) ensure that information contained in the Company's
periodic reports fairly presents in all material respects the financial
condition and results of operations of the Company.
Employees will not knowingly (i) make, or permit or direct another to make,
materially false or misleading entries in the Company's, or any of its
subsidiary's, financial statements or records; (ii) fail to correct
materially false and misleading financial statements or records; (iii)
sign, or permit another to sign, a document containing materially false and
misleading information; or (iv) falsely respond, or fail to respond, to
specific inquiries of the Company's independent auditor or outside legal
counsel.
IX. Procedures Regarding Waivers
Because of the importance of the matters involved in this Code, waivers
will be granted only in limited circumstances and where such circumstances
would support a waiver. Waivers of the Code may only be made by the Audit
Committee and will be disclosed by the Company.
X. Internal Reporting
Employees shall take all appropriate action to stop any known misconduct by
fellow Employees or other Company personnel that violate this Code.
Employees shall report any known or suspected misconduct to the Chairman of
the Audit Committee or the Company's outside legal counsel. The Company
will not retaliate or allow retaliation for reports made in good faith.
23255.0003 #594067