EXHIBIT 14.1
ADDENDUM B
CALLON PETROLEUM COMPANY
CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER
AND SENIOR FINANCIAL OFFICERS
The Chief Executive Officer, Chief Financial officer, principal
accounting officer or Controller, and other senior financial officers performing
similar functions (collectively, the "OFFICERS") of Callon Petroleum Company
(the "COMPANY") each have an obligation to the Company, its shareholders, the
public investor community, and themselves to maintain the highest standards of
ethical conduct. In recognition of this obligation, the Company has adopted the
following standards of ethical conduct for the purpose of promoting:
o Honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
o Full, fair accurate, timely and understandable disclosure in
the reports and documents that the Company files with, or
submits to, the Securities and Exchange Commission (the
"SEC"), and in other public communications made by the
Company;
o Compliance with applicable governmental laws, rules and
regulations;
o The prompt internal reporting to an appropriate person or
persons identified herein of violations of this Code of
Ethics; and
o Accountability for an adherence to this Code of Ethics.
The Company has a Code of Business Conduct and Ethics applicable to all
directors and employees of the Company. The Officers are bound by all of the
provisions set forth therein, including those relating to ethical conduct,
conflicts of interest and compliance with law. In addition to the Code of
Business Conduct and Ethics, the Officers are subject to the additional specific
policies described below. Adherence to these standards is integral to achieving
the objectives of the Company and its shareholders. The Officers shall not
commit acts contrary to these standards nor shall they condone the commission of
such acts by others within the Company.
COMPETENCE
The Officers have a responsibility to:
o Maintain an appropriate level of professional competence
through the ongoing development of their knowledge and skills.
o Perform their professional duties in accordance with relevant
laws, regulations, and technical standards.
o Prepare accurate and timely financial statements, reports and
recommendations after appropriate analyses of relevant and
reliable information.
CONFIDENTIALITY
The Officers have a responsibility to protect the Company by:
o Refraining from disclosing confidential information
(regarding the Company or otherwise) acquired in the
course of their work except when authorized, unless
legally obligated to do so.
o Informing subordinates as appropriate regarding the
confidentiality of information acquired in the course
of their work and monitoring their activities to
assure the maintenance of that confidentiality.
o Refraining from using or appearing to use
confidential information acquired in the course of
their work for unethical or illegal advantage either
personally or through third parties.
INTEGRITY
The Officers have a responsibility to:
o Comply with laws, rules and regulations of federal, state and
local governments, and appropriate private and public
regulatory agencies or organizations, including insider
trading laws.
o Act in good faith, responsibility, without misrepresenting
material facts or allowing their independent judgment to be
subordinated.
o Protect the Company's assets and insure their efficient use.
o Avoid actual or apparent conflicts of interest with respect to
suppliers, customers and competitors and reports potential
conflicts as required in the Company's Conflict of Interest
Policy.
o Refrain from engaging in any activity that would prejudice
their ability to carry out their duties ethically.
o Refrain from either actively or passively subverting the
attainment of the organization's legitimate and ethical
objectives.
o Recognize and communicate professional limitations or other
constraints that would preclude responsible judgment or
successful performance of an activity.
o Report to senior management and the Audit Committee any
significant information they may have regarding judgments,
deficiencies, discrepancies, errors, lapses or any similar
matters relating to the Company's or its subsidiaries'
accounting, auditing or system of internal controls. The
officers must communicate unfavorable as well as favorable
information and professional judgments or opinions.
o Refrain from engaging in or supporting any activity that would
discredit their profession or the Company and proactively
promote ethical behavior within the Company.
OBJECTIVITY
The Officers have a responsibility to:
o Communicate information fairly and objectively.
o Disclose all material information that could reasonably be
expected to influence intended user's understanding of the
reports, comments and recommendations presented.
OVERSIGHT AND DISCLOSURE
The Officers have a responsibility to:
o Ensure the preparation of full, fair, accurate, timely and
understandable disclosure in the periodic reports required to
be filed by the Company with the SEC. Accordingly, it is the
responsibility of the Officers to promptly bring to the
attention of the Audit Committee any material information of
which he or she may become aware that affects the disclosures
made by the Company in its public filings or otherwise assist
the Audit Committee in fulfilling its responsibilities of
overseeing the Company's financial statements and disclosures
and internal control systems.
o Promptly bring to the attention of the Audit Committee any
information he or she may have concerning (1) significant
deficiencies in the design or operation of internal controls
which could aversely affect the Company's ability to record,
process, summarize and report financial data or (2) any fraud,
whether or not material, that involves management or other
employees who have a significant role in the Company's
financial reporting, disclosures or internal controls.
o Promptly bring to the attention of the CEO or internal legal
counsel, if any, and to the Audit Committee any information he
or she may have concerning any violation of the Company's Code
of Business Conduct and Ethics, including any actual or
apparent conflicts of interest between personal and
professional relationships, involving any management or other
employees who has a significant role in the Company's
financial reporting, disclosures or internal controls.
o Promptly bring to the attention of the CEO or internal legal
counsel, if any, and to the Audit Committee any information he
or she may have concerning evidence of a material violation of
the securities or other laws, rules or regulations applicable
to the Company and the operation of its business, by the
Company or any agent thereof, or of violation of the Code of
Business Conduct and Ethics or of these additional procedures.
ENFORCEMENT
The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of violations
of the Code of Business Conduct and Ethics or of these additional procedures by
the Officers. Such actions shall be reasonably designed to deter wrongdoing and
to promote accountability for adherence to the Code of Business Conduct and
Ethics and to these additional procedures, and shall include written notices to
the individual involved that the Board has determined that there has been a
violation, censure by the Board, demotion or re-assignment of the individual
involved, suspension with or without pay or benefits (as determined by the
Board) and termination of the individual's employment. In determining what
action is appropriate in a particular case, the Board of Directors or such
designee shall take into account all relevant information, including the nature
and severity of the violation, whether the violation was a single occurrence or
repeated occurrences, whether the violation appears to have been intentional or
inadvertent, whether the individual in question had been advised prior to the
violation as to the proper course of action and whether or not the individual in
question had committed other violations in the past.