EXHIBIT 14.1
CODE OF BUSINESS CONDUCT AND ETHICS
OF
REMINGTON OIL AND GAS CORPORATION
1. REMINGTON DIRECTORS, OFFICERS, AND EMPLOYEES SHALL AVOID ALL CONFLICTS
OF INTEREST OR IMPROPER OR UNLAWFUL CONDUCT AND EVEN THE APPEARANCE
THEREOF
- It is the policy of Remington Oil and Gas Corporation
("Remington" or the "Company") that there shall be no conflict
of interest between the interests of Remington and the
personal interests of any Director, officer, or employee. The
best interests of Remington must be the sole determinant in
all business decisions, and no considerations of friendship or
self-interest may be allowed to interfere with this principle.
- Any Director, officer, employee, or any member of their
respective immediate families may not accept any gift of more
than nominal value from any person or entity with which
Remington has a business relationship or which in any way
competes with Remington. Nor may any Director, officer,
employee, or any member of their respective immediate families
maintain any beneficial interest of any kind (other than
publicly-traded securities or securities in issuers of which
no family member is a control person or an affiliate) in any
entity which has a business relationship with Remington or
which in any way competes with Remington.
- In addition, conflicts of interest may arise, among other
things, when a Director, officer, or employee, takes actions
or has interests that may make it difficult to perform work
for Remington objectively and effectively, or when a Director,
officer, employee, or any member of their respective families
receives improper personal benefits as a result of such
person's position in Remington. Any such conflicts of interest
are prohibited.
- It is the responsibility of a Director to report the
possibility of a conflict of interest to the full Board of
Directors and of an officer or employee to report a conflict
of interest to the Company's Senior Officer. The Company's
Senior Officer shall report any conflict of interest to the
Board of Directors. Only the Board of Directors may waive a
conflict of interest, or any other waiver for non-compliance
with this Code of Business Conduct and Ethics, and such waiver
may not occur by means of a unanimous consent in lieu of
meeting. In the event a conflict of interest, or any other
non-compliance with this Code of Business Conduct and Ethics
by a Director or officer, is waived by the Board of Directors,
the Board of Directors shall cause the Company to file a
periodic report on Form 8-K with the Securities and Exchange
Commission within two days of the meeting in which the
conflict is waived. The Form 8-K shall provide the details of
the conflict and the basis for waiver.
2. DIRECTORS, OFFICERS, AND EMPLOYEES SHALL KEEP COMPANY INFORMATION
CONFIDENTIAL
- In carrying out its business, Remington maintains confidential
information. Confidential information means information
maintained by Remington
regarding its operational, financial, legal, and
administrative activities, which has not been released by
Remington to the public through press releases, annual reports
or periodic filings with the Securities and Exchange
Commission. The above categories are very broad as to the
information encompassed and would include, but not be limited
to, Company procedures, personnel or customers. The
presumption should thus be in favor of particular information
being confidential. Generally, confidential information
includes all non-public information that may be of use to
competitors, or harmful to the Company or its customers, if
disclosed. Moreover, federal securities laws impose strict
obligations on Remington regarding disclosure of information
to the public.
- The policies outlined below have been implemented in order to
preserve Remington's confidential information. Any questions
regarding these policies should be addressed to the Company's
Senior Officer.
- The Company's Senior Officer or his designee is the
designated spokesman for Remington for the
dissemination of Company information to the public.
No other person is authorized to disclose Company
information or speak on such matters with the public.
The public includes, but is not limited to,
stockholders, analysts and members of the media. Any
inquires for information must be referred to the
Company's Senior Officer.
- Unauthorized disclosure of Company information,
whether confidential or not, is forbidden.
Authorization for release must be obtained prior to
release from the Company's Senior Officer or his
designee.
- Under no circumstances is a Director, officer or
employee to respond to rumors regarding Remington
that may appear on the Internet or any other medium.
- A Director's, officer's or employee's obligation to
preserve confidential Company information survives
the Director's, officer's or employee's separation
from Remington.
3. TRADING IN COMPANY SECURITIES
Directors, officers, and employees of the Company are generally prohibited from
trading in Company securities (including the exercise of stock options) during
the last month of any financial quarter through the expiration of three days
following the public dissemination of the Company's financial results for that
quarter. The Company's Senior Officer may upon written request allow trading in
Company Securities during generally prohibited times if in his sole discretion
there is no material non-public information in the possession of the Director,
officer or employee. In addition:
- Company policy also prohibits Directors, officers, and
employees from providing a third party with material
non-public information that may lead to the third party
trading in Remington's securities. This "tipping" is also a
violation of federal and state law.
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- Periodically, the Company's Senior Officer will designate a
"black out period" during which time Directors, officers, and
employees are prohibited from trading in Remington's
securities. Only two exceptions will be granted during "black
out periods." These exceptions are the acquisition of shares
pursuant to a stockholder approved stock option plan where the
shares are acquired with cash or where a sufficient number of
shares of Company stock are withheld or tendered to pay for
the shares acquired, and in both instances the shares are held
for at least six months. These "black out periods" may occur
during generally open trading periods. These periods will
usually be declared prior to the issuance of a significant
Company press release or the filing of a significant document
with the Securities and Exchange Commission. In no case should
Directors, officers, or employees trade in Remington's
securities within 72 hours of the issuance of any significant
Company press release even if a "black out period" was not
designated prior to the issuance of the press release.
- It shall also be improper for any director or executive
officer to trade in Company securities by any means, including
the exceptions to blackout periods discussed in the paragraph
above, during a period when trading in Company securities is
banned in connection with the Company's 401(k) Plan or any
other Company defined benefit plan.
- Directors and officers of Remington are required to inform the
Corporate Secretary of every transaction they make in
Remington's securities. This notification should be made prior
to the transaction, as Directors and officers are burdened
with certain restrictions as to the timing of purchases and
sales of securities. In addition, such notification must come
prior to a transaction by a Director or officer because the
transaction must be reported to the Securities and Exchange
Commission within two business days of the transaction.
The only exception to the rules regarding trading periods is if the Director,
officer or employee has properly prepared a trading plan in accordance with Rule
10b5-1 promulgated pursuant to the Securities Exchange Act of 1934, as amended.
4. LOANS TO DIRECTORS, OFFICERS, AND EMPLOYEES
Effective July 30, 2002, the Company is prohibited from, directly or indirectly,
making any loan to a Director, officer, or employee of the Company or
guaranteeing any loan or obligation on behalf of a Director, officer or
employee, except upon the recommendation of the Company's Senior Officer with
approval of the Compensation Committee in connection with the relocation of an
employee.
5. THE COMPANY ENCOURAGES THE REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR
Employees are encouraged to talk to their supervisors, managers or other
appropriate personnel when in doubt about the best course of action in a
particular situation. In addition, employees should report any violations of
law, rules, regulations or this Code of Business Conduct and Ethics to
appropriate personnel. The Company will not allow retaliation against employees
for such reports made in good faith.
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6. IT IS THE COMPANY'S POLICY TO PROHIBIT ALL FORMS OF HARASSMENT OR OTHER
IMPROPER CONDUCT
The Company expects proper, professional conduct from each Director, officer,
and employee with other Directors, officers, employees, and business associates
at all times, in the workplace or in any Company business environment.
Harassment and other improper conduct, regardless of the form or activity, will
not be tolerated and will subject the person engaging in such behavior to
sanctions which may include termination "for cause."
7. CORPORATE OPPORTUNITIES
Directors, officers, and employees owe a duty to the Company to advance the
Company's legitimate interests when the opportunity to do so arises. It is the
Company's policy that Directors, officers, and employees shall be prohibited
from:
- Taking for themselves personally opportunities that are
discovered through the use of corporate property, information
or position
- Using corporate property, information or position for personal
gain
- Competing with the Company
8. FAIR DEALING
Each employee should endeavor to deal fairly with the Company's joint interest
owners, joint venture partners, product purchasers, vendors, 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.
9. PROTECTION AND PROPER USE OF COMPANY ASSETS
All employees should 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 for legitimate business
purposes.
10. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
In addition to the insider trading laws discussed in paragraph 3 above,
Directors, officers and employees shall strive to comply with all laws, rules
and regulations which govern the conduct of the Company's business matters. The
requirements and opportunities provided in paragraphs 5 and 6 above should be
heeded by all Directors, officers and employees.
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