EXHIBIT 14.1
SUPERIOR ENERGY SERVICES, INC.
CODE OF BUSINESS ETHICS AND CONDUCT
INTRODUCTION
Honesty, fair dealing and ethical business practices are key elements
to the success of Superior Energy Services, Inc. and its subsidiaries
(collectively, the "Company"). In order to continue our traditions, and to make
clear our commitment to the highest ethical standards, the Company has adopted
this Code of Business Ethics and Conduct to serve as a guide to all of its
employees, officers and directors.
The Company's reputation, as well as its future success, is in the
hands of its employees, officers and directors. This Code is intended to assist
all of us to continue to act ethically in all aspects of the Company's
business.
The Company will operate in the best interests of its stockholders,
customers and employees. All Company personnel are required to act ethically
and with honesty and integrity in every aspect of our business.
Due to the high importance placed on this Code by the Company and the
serious effects which could result from the violation of its standards,
individuals who violate this Code will be subject to immediate discipline,
which may include discharge. Accordingly, all Company personnel must be
familiar with and abide by the standards set forth in the Code. It is the
responsibility of each management-level employee to ensure compliance with the
Code by those employees under his or her supervision. To this end, each
management-level employee will be required to provide an annual certification
of compliance with this Code by his or her business unit.
The Company's Chief Operating Officer has been delegated the
responsibility for monitoring compliance by all of our personnel who are not
also executive officers or directors. Any employee with questions about the
policies contained in this Code or whether certain actions will violate any of
these policies should consult with his or her supervisor or the Chief Operating
Officer.
COMPLIANCE WITH LAWS AND BUSINESS ETHICS
All Company personnel must comply with all laws, rules and regulations
of any governmental agencies and authorities applicable to the Company or the
conduct of its business. It is the personal responsibility of each employee,
officer and director to adhere to and comply with those laws, rules and
regulations applicable to his or her duties. Any employee who does not adhere
to all of these laws, rules and regulations is acting outside the scope of his
or her employment.
Beyond compliance with laws, all Company personnel are expected to
observe high standards of business and personal ethics in the discharge of
their assigned duties and responsibilities. This requires the practice of
honesty and integrity in every aspect of
dealing with other Company employees, the public, the business community,
stockholders, customers, suppliers and governmental and regulatory authorities.
CONFLICTS OF INTEREST
Company personnel must avoid any interest that conflicts with, or even
appears to conflict with, an interest of the Company. The Company prohibits all
conflicts of interest unless specifically approved by the Company's Chief
Operating Officer (unless the conflict involves an executive officer or
director of the Company, in which case the Audit Committee of the Board of
Directors must approve the conflict).
A complete definition of what constitutes a conflict of interest is
difficult to put into words since it is impossible to predict all types of
circumstances that may arise. In most instances, Company personnel will know
when a conflict between his or her interest and the interest of the Company
exists. A conflict situation can arise when an employee, officer or director
takes actions or has interests that may make it more difficult to perform his
or her work objectively and effectively. Conflicts of interest also arise when
an employee, officer or director or a member of his or her family, receives
improper personal benefits as a result of his or her position in the Company.
In those situations, Company personnel should put the interests of the Company
first. However, there are certain situations that will always constitute a
conflict of interest and must be avoided. These situations occur when an
employee, officer or director or any person having a personal relationship with
them:
o obtains a financial or other beneficial interest in one of
the Company's customers, suppliers or competitors;
o engages in a personal business transaction involving the
Company for profit or gain;
o accepts money, gifts (excluding gifts of nominal value),
excessive hospitality, loans (excluding loans from financial
institutions at prevailing market rates) or other special
treatment from any customer, supplier or competitor of the
Company;
o participates in any sale, loan or gift of Company property;
or
o learns of a business opportunity through association with the
Company and discloses such opportunity to a third party or
invests in such opportunity without first offering it to the
Company.
When an employee is uncertain whether a situation constitutes a
conflict of interest, he or she must reasonably assess whether that situation
is in fact a conflict of interest. If the employee is unable to reasonably
satisfy himself or herself that a conflict of interest does not exist, they
should immediately check with their supervisor. The
2
Company's executive officers and directors must immediately report any
circumstances involving a conflict of interest to the Chairman of the Audit
Committee.
IRREGULAR ACTIVITIES
Consistent with the Company's pursuit of the highest ethical
standards, misappropriation, fraud and other similar irregularities by
employees are strictly prohibited. Examples of these types of activities
include, but are not limited to:
o any dishonest or fraudulent act;
o embezzlement;
o forgery or alteration of checks or other negotiable
instruments of the Company;
o receiving or paying any bribes or kickbacks;
o misappropriation of Company property, services or employees;
o personal use of cash, supplies or other property of the
Company;
o disclosure of confidential or proprietary Company
information;
o failing to accurately and completely maintain the Company's
books and records; and
o falsification of Company records.
If an employee is uncertain whether his or her conduct may constitute
fraud, or if an employee is directed to take any action that he or she
reasonably believes will constitute fraud, they should immediately contact
their supervisor (unless their supervisor is the person instructing them to
take such action, in which case they may contact the Chief Operating Officer
directly).
GIFTS, GRATUITIES AND ENTERTAINMENT
Company employees, and persons having a personal relationship with
them, are prohibited from accepting or offering kickbacks or bribes (which
constitute an irregular activity prohibited by "Irregular Activities" above) or
gifts of substantial value (which shall be determined in accordance with the
recipient's position with the Company and gifts that are customarily given to
similarly situated persons in the Company's lines of business) from or to
actual or potential customers or suppliers, and any of their employees, agents
or consultants. The giving or receiving of cash in any amount to induce the
purchase or sale of goods and services is strictly prohibited. Moreover, an
employee should not offer anything if he or she knows that the intended
recipient is
3
prohibited from accepting it by the intended recipient's own business code of
conduct or similar policy.
Nothing in this Code is intended to prohibit employees from spending
reasonable amounts for meals and other entertainment on customers and
suppliers, which are ordinary and customary in the Company's line of business.
However, employees must be aware that the purpose of entertainment and gifts
must be to create goodwill and good working relationships.
IMPROPER PAYMENTS
Company employees, and persons or entities acting on behalf of the
Company, are prohibited from making payments for the benefit of any individual
(including any government official), company or organization and which is
designed to secure, or is an award for gaining influence or any improper
advantage that is prohibited under U.S. law. To this end, no employee shall
make or offer, directly or indirectly, any payment or its equivalent to any
government official, agent or employee anywhere in the world in consideration
for such official's, agent's or employee's assistance or influence (including
the failure by such individual to perform his or her official duty) or to
secure an improper advantage in order to help the Company obtain or retain
business. Employees of government owned or controlled industries and companies,
such as national oil companies, are considered government employees. This
policy applies regardless of whether the payment or use is lawful under the
laws of a particular country.
It is the Company's policy that no payment, transfer, offer or promise
of the Company's funds, assets or anything of value shall be made that is not
properly authorized, properly accounted for and clearly identified on the
Company's books. Furthermore, no payment or transfer of the Company's funds or
assets shall be made or approved with the intention or understanding that any
part of such payment or transfers is to be used except as specified in the
supporting documents. Except as approved by authorized management, payments to
third parties (other than petty cash) may not be made in cash, nor may they be
paid to any account in a country otherwise unrelated to the payee's business,
or to any person other than the authorized payee.
CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS
The honesty, integrity and sound judgment of the Company's Chief
Executive Officer, Chief Financial Officer, Controller and persons performing
similar functions, is fundamental to the reputation and success of the Company.
To the best of their knowledge and ability, the chief executive officer and
those officers of the Company performing accounting, financial management or
similar functions must:
o act with honesty and integrity, avoid actual or apparent
conflicts of interest in personal and professional
relationships, and disclose to the Audit Committee any
material transaction or other relationship that reasonably
could be expected to give rise to such a conflict;
4
o provide colleagues with information that is accurate,
complete, objective, relevant, timely and understandable;
o provide full, fair, accurate, timely, and understandable
disclosure in reports and documents that the Company files
with, or submits to, the Securities and Exchange Commission
and other public communications made by the Company;
o comply with applicable laws, rules and regulations of
federal, state, and local governments (both foreign and
domestic) and other appropriate private and public regulatory
agencies;
o act in good faith, with due care, competence and diligence,
without misrepresenting material facts;
o proactively promote ethical and honest behavior within the
Company; and
o assure responsible use of and control of all assets,
resources and information of the Company.
Any senior financial officer that the Audit Committee determines has
failed to comply fully with the points listed above will be deemed to have
willfully failed to perform his or her duties, and shall be subject to
termination for cause or other disciplinary action.
POLITICAL CONTRIBUTIONS AND ACTIVITIES
The Company does not make contributions of any kind (including the use
of Company property, equipment or other assets) or lend its name to political
candidates or parties, except as may be permitted under applicable law and
approved in accordance with procedures approved by the Chief Executive Officer.
The foregoing prohibition applies only to the Company, and is not
intended to prevent or discourage employees from making political contributions
or engaging in personal political activities on their own time.
CONFIDENTIALITY
All information about the Company's business and its plans that has
not been disclosed to the public is a valuable asset that belongs to the
Company. All Company personnel should maintain the confidentiality of
information entrusted to them by the Company, its business partners, suppliers,
customers or others related to the Company's business. Such information must
not be disclosed to anyone, including friends and family members, except when
disclosure is authorized by the Company or legally mandated.
5
PROTECTION AND PROPER USE OF COMPANY'S ASSETS
All Company personnel should protect the Company's property and assets
and ensure their efficient and proper use. Theft, carelessness and waste can
directly impact the Company's profitability, reputation and success. All
Company property and assets should be used for legitimate business purposes,
and personal use of such property and assets without permission is strictly
prohibited.
REPORTING AND INVESTIGATION OF SUSPECTED VIOLATIONS
If an employee has a good faith reason to believe that any violation
of the Code has occurred, he or she is required to report the alleged violation
to the Chief Operating Officer of the Company (unless the alleged violator is
an executive officer or director of the Company, in which case they may report
the violation directly to the Chairman of the Audit Committee). All matters
will be treated as strictly confidential, and may also be reported on an
anonymous basis. It shall be a violation of the Code to intimidate or punish
anyone as a result of any reporting of suspected violations.
The Company's policy is to comply with all applicable financial
reporting and accounting regulations applicable to the Company. If any employee
has any concerns or complaints regarding any questionable accounting or
auditing matters of the Company, then he or she should submit those concerns or
complaints (anonymously, confidentially or otherwise) to the Chairman of the
Audit Committee.
If the Company receives information regarding an alleged violation of
the Code, the Chief Operating Officer (or, if the alleged violator is an
executive officer or director of the Company, the Audit Committee will appoint
someone else) will:
o evaluate such information as to gravity and credibility;
o initiate an informal inquiry or a formal investigation;
o prepare a report of such inquiry or investigation, including
its disposition or recommendations as to its disposition if
it involves an executive officer or director;
o make the results of its inquiry or investigation available to
the Board of Directors for any appropriate Board action; and
o recommend changes in this Code necessary or desirable to
prevent further similar violations.
DISCIPLINARY ACTIONS FOR VIOLATIONS
The Company shall consistently enforce its values and principles
reflected in this Code through appropriate means of discipline. If the Chief
Operating Officer determines that a violation of this Code has occurred, he
shall determine the disciplinary measures to
6
be taken against the violating employee. If the violator is an executive
officer or director of the Company, the matter will be presented to the Audit
Committee of the Board of Directors which will determine and recommend to the
Board of Directors the appropriate disciplinary measures to be taken.
The disciplinary measures, which may be invoked at the discretion of
the Chief Operating Officer or Board of Directors, include, but are not limited
to, counseling, oral or written reprimands, warnings, probation or suspension
without pay, demotions, reductions in salary, termination of employment and
restitution.
Persons subject to disciplinary measures shall include, in addition to
the violator, others involved in the wrongdoing such as (i) persons who fail to
use reasonable care to detect a violation, (ii) persons who refuse to divulge
information which may be material to the investigation of a violation and (iii)
supervisors who approve or condone the violations or attempt to retaliate
against employees or agents for reporting violations or violators.
QUESTIONS ABOUT THIS CODE
Employees who are uncertain whether particular conduct will violate
any provision of this Code should immediately consult with their supervisor
prior to committing such conduct. Employees who are executive officers of the
Company should contact the Chairman of the Audit Committee of the Board of
Directors.
ANNUAL CERTIFICATION
Each management-level employee will conduct an annual review of the
operations and business affairs of his or her business unit and the employees
under his or her supervision for compliance with this Code. Any violations
found or suspected as a result of this review should be forwarded immediately
to the Chief Operating Officer. If no violations are found or reasonably
believed to exist, the manager shall sign and date a Certification form, and
send to the Chief Operating Officer to be placed in his or her personnel file.
7