Exhibit 14
CODE OF BUSINESS CONDUCT AND ETHICS
PURPOSE
This Code is intented to provide guidelines for conducting business in
an ethical and legally compliant manner. CARBO Ceramics Inc. recognizes and
respects the right of individual employees to engage in activities outside the
Company that are private in nature and do not in any way conflict with or
reflect poorly on the Company. CARBO Ceramics Inc. also recognizes its right and
its obligation to determine when an employee's activities represent a conflict
of interest with those of the Company.
While these standards are based mainly on laws to which we are all
subject, in some cases they go beyond legal obligations. In this respect, the
Code reflects CARBO Ceramics Inc.'s values and the desirability of avoiding any
circumstances that may give rise to even an appearance of impropriety.
All supervisory and management personnel, including all officers and
directors of CARBO Ceramics Inc., have a special responsibility to adhere to the
Code, in both words and action. Our supervisory and management personnel are
also expected to adhere to and promote an "open door" policy. This means that
they are available to anyone with ethical concerns, questions or complaints. All
concerns, questions and complaints will be taken seriously and handled promptly,
confidentially and professionally. No retaliation will be taken against any
employee for raising any concern, question or complaint in good faith pursuant
to the Complaint Procedure Policy of the Company.
SCOPE
This Code applies to all directors and employees (full time, part time,
temporary and/or contract) and will be enforced at all organizational levels. It
addresses some of the activities that would reflect in a negative way upon an
employee's personal integrity, that would limit the ability of an employee to
discharge job duties in an ethical manner or that would otherwise bring harm to
CARBO Ceramics Inc. It is beyond the scope of the Code to define all of the
potential circumstances and relationships that would be considered to be
"unethical" and these guidelines must be interpreted in light of the law and
practices of the countries where the Company operates, as well as common sense.
Improper activities are not permissible merely because they are customary in a
particular location or particular area of business activity. Any suspected or
actual violation of any applicable law, rule or regulation or our contractual
undertakings should be reported immediately to the employee's immediate
supervisor or the Chief Financial Officer.
Any request for a waiver of any standard in this Code should be
directed to the Chief Financial Officer. Waivers involving any of the Company's
executive officers or directors may be made only by the Board of Directors of
the Company or a designated committee of the Board, and all waivers granted to
executive officers and directors will be promptly disclosed to the Company's
shareholders. All personnel should be aware that the Company generally will not
grant waivers of any standard in this Code and will do so only when good cause
is shown for doing so.
POLICIES AND PROCEDURES
1. Relationships with Customers, Suppliers and Competitors
1.1 Employees and directors may not:
a. invest (other than investments in securities
of publicly traded companies) in firms that
supply materials to, or purchase materials
from, CARBO Ceramics Inc. or invest in any
competitor, customer, distributor or
supplier if these investments would
influence, or appear to influence, their
actions on behalf of the Company;
b. participate in the management of any
competitor, customer, distributor or
supplier of CARBO Ceramics Inc.; or
c. speculate or otherwise deal in materials,
equipment, supplies, property or services
purchased by CARBO Ceramics Inc.
BUSINESS CONDUCT AND ETHICS 2 OF 6
1.2 Employees, directors and members of their families
may not:
a. borrow money from firms (with the exception
of recognized loan institutions) to which
CARBO Ceramics Inc. makes sales or from
which it makes purchases; or
b. accept substantial gifts or excessive
entertainment from any third party with
which CARBO Ceramics Inc. competes or
conducts (or is contemplating conducting)
business.
1.3 Employees or directors whose family members work for
firms that conduct business or compete with CARBO
Ceramics Inc. should bring this fact to the attention
of their immediate supervisor and discuss any
difficulties that might arise and appropriate steps
to minimize any potential conflict of interest.
Employees may not conduct CARBO Ceramics Inc.
business with a firm in which the employee or a
member of the employee's family has a substantial
ownership or other interest.
2. Treatment of Confidential Information
2.1 Confidential information includes all non-public
information that might be of use to competitors, or
harmful to the Company or its customers, if
disclosed.
2.2 Business affairs of CARBO Ceramics Inc. should be
discussed with no one outside CARBO Ceramics Inc.,
except when required in the normal course of business
or otherwise legally required.
2.3 The Company's operations and strategies, and other
related information concerning the Company, should
not be discussed with outsiders, and particularly not
with competitors. All information regarding the
pricing of CARBO Ceramics Inc.'s products, its sales
techniques, its customers, and similar subjects
should be regarded as trade secrets, the disclosure
of which to unauthorized persons would be harmful to
CARBO Ceramics Inc.'s business.
2.4 Employees and directors may not engage in civic or
professional organizational activities in a manner
whereby confidential CARBO Ceramics Inc. information
is divulged.
2.5 The duty to preserve the Company's confidential and
proprietary information is not limited to an
employee's period of employment, but continues even
after an employee has left the Company.
3. Treatment of Company Property and Corporate Opportunities
3.1 Employees and directors have a duty to the Company to
advance its legitimate interests when the opportunity
to do so arises. Employees are prohibited from taking
for themselves personally opportunities discovered
through the use of corporate property, information or
position.
3.2 It is never permissible for employees or directors to
compete against the Company, either directly or
indirectly.
3.3 CARBO Ceramics Inc. is committed to dealing fairly
and honestly with its customers, suppliers,
competitors and employees.
BUSINESS CONDUCT AND ETHICS 3 OF 6
4. Illegal Practices
4.1 Employees and directors are forbidden from engaging in any
activity that is in violation of any law regulating the
conduct of CARBO Ceramics Inc.'s business in any domestic
or foreign jurisdiction. Violation of these laws can
subject the Company to significant fines and its employees
to both fines and imprisonment.
a. Under the U.S. Foreign Corrupt Practices Act and
other anti-bribery laws, the concept of an
improper payment involves the payment or gift of
anything of value, not just money. Examples
include commissions or agents' fees in excess of
those normally paid, rebates, bribes, kickbacks,
trips or vacations outside of normal sales
activities, and expensive gifts.
b. Commercial bribery is a violation of CARBO
Ceramics Inc.'s policy and is illegal under U.S.
law. Employees and directors are strictly
prohibited from offering any form of bribe,
kickback or inducement to any person. Improper
activities are not permissible even if they are
customary in a particular location or particular
area of business activity.
c. In the normal course of business it is sometimes
appropriate to provide customers or potential
customers with reasonable entertainment or gifts.
However, nothing of substantial value shall be
offered and the circumstances should never create
the appearance of impropriety.
4.2 Employees and directors are strictly forbidden from using
any illegal or unethical methods to gather competitive
information.
4.3 Employees and directors may not engage in practices or
procedures that violate antitrust laws regulating the
conduct of CARBO Ceramics Inc.'s business. Under no
circumstance may employees or directors of CARBO Ceramics
Inc. enter into arrangements with competitors in respect
of pricing or marketing policies.
4.4 No activity shall be engaged in that would be in violation
of local, State or Federal safety, environmental, or equal
opportunity laws.
4.5 The Company's Sexual Harassment and Substance Abuse
policies shall apply to all employees and directors.
5. Other Conflicts of Interest
5.1 No employee or director or member of his or her family
shall engage in any activity or establish any
relationship(s) that may be construed as a conflict of
interest, or might cast a negative reflection on the
employee's or director's loyalty to CARBO Ceramics Inc. or
make it difficult to perform work objectively and
effectively during the term of employment.
5.2 Company loans to, or Company guarantees of obligations of,
employees incurred for personal reasons can also present
conflicts of interest. Company loans to directors and
executive officers are prohibited by law. It is CARBO
Ceramics Inc.'s policy that loans will generally not be
made to other employees.
5.3 Employees who believe it is not possible to avoid a
conflict of interest must bring this to the attention of,
and make full written disclosure of the surrounding
circumstances to, their immediate supervisor, who should
in appropriate circumstances bring the issue to the
attention of the Chief Financial Officer.
BUSINESS CONDUCT AND ETHICS 4 OF 6
6. Securities Laws and Insider Trading
6.1 In the course of their duties, employees and directors may
be exposed to information about the Company or other
companies that is not available to the general public. The
use of such non-public or "inside" information for
securities trading purposes is strictly forbidden, whether
by the employee or any of his or her family members or any
other person to whom the employee may have communicated
the information. It is not only unethical, but also
illegal and could expose the employee to civil and
criminal penalties.
6.2 U.S. law prohibits anyone who possesses "material" non-
public information about a company to trade its stock or
other securities. "Material" information is usually
defined as any information that might influence a
reasonable investor to buy, sell or hold stock. Common
examples include financial results, financial forecasts,
possible mergers, acquisitions or divestitures,
significant product developments and major changes in
business direction. U.S. law also prohibits anyone who
possesses material, non-public information from using it
to tip anyone else who might trade on it.
6.3 Violation of the law may result in civil and criminal
penalties, including fines or jail sentences. Employees
who are uncertain about the legal rules governing
purchases and sales of securities they wish to make should
review the Company' s "Insider Trading" policy and, if
questions persist, consult the Chief Financial Officer
before trading. Any employee who engages in insider
trading will be subject to immediate termination.
7. Penalty for Violation of Policy
7.1 Appropriate disciplinary penalties for violations of these
guidelines may include counseling, reprimands, warnings,
suspensions with or without pay, demotions, salary
reductions, dismissals and restitution. Disciplinary
action may also extend to a violator's supervisor insofar
as CARBO Ceramics Inc. determines that the violation
involved the participation of the supervisor or reflected
the supervisor's lack of diligence in ensuring compliance
with these guidelines.
7.2 Any person who takes any action in retaliation against any
employee who has in good faith raised any question or
concern about compliance with these guidelines will be
subject to serious sanctions, which may include dismissal
for cause.
8. Reporting of Wrongdoing
8.1 CARBO Ceramics Inc. will cooperate fully with any
governmental investigation. Any employee who reasonably
believes that a government investigation or inquiry may be
threatened or under consideration with respect to any of
CARBO Ceramics Inc.'s operations or practices (including
any outside such employee's scope of responsibilities)
should so notify the Chief Financial Officer and provide
the basis for this belief.
8.2 CARBO Ceramics Inc. will conduct periodic audits of
compliance with this Code. Allegations of potential
wrongdoing will be investigated by the proper corporate or
departmental personnel and, upon the advice of the Chief
Financial Officer, will be reported to the Board of
Directors (or an appropriate committee thereof) and to the
relevant authorities. Knowingly false accusations of
misconduct will be subject to disciplinary action. All
employees are required to cooperate fully with any
internal or external investigation. Employees must also
maintain the confidentiality of any investigation and
related documentation, unless specifically authorized by
the Chief Financial Officer to disclose such information.
8.3 Employees are reminded that CARBO Ceramics Inc.'s document
retention policies strictly prohibit the destruction or
alteration of documentation undertaken with the intent to
obstruct any pending or threatened investigation or
proceeding of any nature or in contemplation of a
proceeding.
BUSINESS CONDUCT AND ETHICS 5 OF 6
8.4 Employees who have questions about this Code should turn to
their immediate supervisors in the first instance.
BUSINESS CONDUCT AND ETHICS 6 OF 6
ACKNOWLEDGEMENT
I acknowledge that I have received, read and understood the Company's Code of
Business Conduct and Ethics and that my conduct as an employee of the Company
must at all times comply with the standards and policies set out in the Code, as
well as any other legal or compliance policies or procedures of the Company.
Name: ___________________________________________
Date: ___________________________________________
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS(1)
As the [SPECIFY OFFICE] of CARBO Ceramics Inc. (the "Company"), I
acknowledge that the Company is committed to honesty and ethical conduct in all
areas of its business and that officers with responsibility for the conduct or
supervision of the Company's financial affairs play a special role in preserving
and protecting shareholders' interests.
In furtherance of the above and to the best of my ability, I will adhere to the
following principles and responsibilities:
- Act at all times in accordance with the Company's Code of
Business Conduct and Ethics, a copy of which has been provided
to me;
- Act at all times with integrity, avoiding actual or apparent
conflicts of interest in personal and professional
relationships;
- Address any apparent conflict of interest in personal and
professional relationships in accordance with the highest
ethical standards and promptly disclose to the Chief Corporate
Counsel of the Company the nature of any such conflict of
interest or any material transaction or relationship that
reasonably could be expected to give rise to such a conflict
of interest;
- Provide, in the Company's reports filed with the Securities
and Exchange Commission and other public communications,
disclosure that is full, fair, accurate, complete, objective,
timely and understandable;
- Comply with rules and regulations of all U.S. and non-U.S.
governmental entities and other private and public regulatory
agencies to which the Company is subject, including any
exchanges on which the Company's securities may be listed;
- Act in good faith, responsibly, with due care, competence and
diligence, and without misrepresenting material facts or
circumstances;
- Respect the confidentiality of Company information, except
when authorized or otherwise required to make any disclosure,
and avoid the use of any Company information for personal
advantage;
- Share my knowledge with others within the Company, to the
extent appropriate and consistent with applicable law;
- Promote ethical behavior among employees under my supervision;
- Accept accountability for adherence to this Code of Ethics and
the Company's Code of Business Conduct and Ethics; and
- Achieve responsible use of and control over all assets and
resources of the Company entrusted to me.
I acknowledge that the Company's Code of Business Conduct and Ethics describe
procedures for the internal reporting of violations of such Code. I will comply
with those reporting requirements. I will also promote compliance with them by
others under my supervision, as well as prompt reporting by them of violations
of such Code. I further acknowledge that the consequences of my failure to
adhere to this Code of Ethics or the Company's Code of Business Conduct and
Ethics may result in disciplinary action, up to and including termination for
cause.
By _________________________________________
Name:
Title:
Date:
(1) To be executed on an annual basis by the Chief Executive Officer, the Chief
Financial Officer and the Controller.