Financial Integrity and Disclosures
The Company will make and keep books, records and accounts, which in reasonable detail accurately and fairly present the transactions and assets and liabilities of our Company in accordance to the laws, rules and regulations to which the Company is subject. The Company will also make full, fair, accurate, timely and understandable disclosure in its reports and documents filed with the Securities and Exchange Commission and in other public communications. Records must be retained in accordance with applicable laws, rules and regulations.
You are prohibited from directly or indirectly falsifying or causing to be false or misleading any financial or accounting books, records or accounts. You are also expressly prohibited from directly or indirectly manipulating an audit, and from destroying or tampering with any record, document or tangible object with the intent to obstruct a pending or contemplated audit, review or federal investigation. Commission of, or participation in, prohibited activities or illegal conduct may subject the perpetrator to federal penalties, as well as consequences invoked by the Company that may include termination of employment.
You are prohibited from directly or indirectly, making, or causing to be made, a materially false or misleading statement, or omitting to state, or causing another person to omit to state, any material fact necessary to make statements made not misleading in connection with the audit of financial statements by independent accountants, the preparation of any required reports, or any other work which involves or relates to preparation of the Company's financial statements and related reports.
The Company has numerous internal controls, policies and procedures related to its accounting and financial operations. Each employee is required to be thoroughly familiar with the controls, policies and procedures that relate to his or her area of responsibility. If you have any related questions, you should consult the Chief Financial Officer or Chief Executive Officer.
The Audit Committee of the Company's Board of Directors has established procedures for the receipt, retention and treatment of any complaints received regarding accounting, internal accounting controls or auditing matters of the Company and the confidential, anonymous submission by employees of concerns regarding such matters. If you have any concerns that alarm you regarding questionable accounting, internal accounting controls or auditing matters of the Company, you may make anonymous submissions in writing directly to the Chair of the Audit Committee of CREDO Petroleum Corporation at a post office box maintained by the Company for that purpose. Any such submissions will be handled as described in the Company's Audit Committee Charter.
In the event of a pending or anticipated subpoena, legal proceeding or governmental investigation, you must not dispose of, alter or conceal any records or documents that are in any way related or relevant to that matter.
Confidential and Proprietary Information
In general, all operations, activities and business affairs of the Company and our business associates are to be kept confidential to the greatest extent possible. Confidential information includes all non-public information that might be of use to competitors, or that might be harmful to the Company or its customers if disclosed. Confidential and proprietary information belongs to the Company, must be treated with strictest confidence, and is not to be disclosed or discussed with others.
Confidential and proprietary information generally includes any and all methods, inventions, improvements or discoveries, whether or not patentable or copyrightable, and any other information of a similar nature disclosed or otherwise made known to the Company as a consequence of, or through, employment or association with the Company (including information originated by Company personnel). This can include, but is not limited to, information regarding the Company's business, products, processes, and services. It also can include information relating to research, development, inventions, trade secrets, intellectual property of any type or description, data, business plans, marketing strategies, engineering, contract negotiation, contents of the Company's policies and procedures, and business methods or practices.
Confidential information does not include (i) information that is in the public domain to the extent such information is readily available and is not subject to confidentiality agreements, (ii) information that becomes generally known to the public other than by disclosure by the Company or its personnel, and (iii) information received from a party that is under no legal obligation of confidentiality with the Company with respect to such information.
The Company has exclusive property rights to all confidential and proprietary information regarding the Company or our business associates. The unauthorized disclosure of this information could destroy its value to the Company and give others an unfair advantage. You are responsible for safeguarding Company information and complying with established security controls and procedures. All documents, records, notebooks, notes, memoranda and similar repositories of information containing information of a secret, proprietary, confidential or generally undisclosed nature relating to the Company or our operations and activities made available to you prior to, or during, the term of your association with the Company, including any copies thereof, belong to the Company and shall be held by you in trust solely for the benefit of the Company. Such information should not be removed from the Company's offices without a supervisor's approval and shall be delivered to the Company by you on the termination of your association with the Company or immediately upon request of the Company.
Intellectual Property
All intellectual property you conceive or develop during the course of your employment shall be the sole property of the Company. The term intellectual property includes any invention, discovery, concept, idea, or writing whether protectable or not by any United States or foreign copyright, trademark, patent, or common law including, but not limited to designs, materials, compositions of matter, machines, manufactures, processes, improvements, data, computer software, writings, formula, maps, techniques, know-how, methods, as well as improvements thereof or know-how related thereto concerning any past, present, or prospective activities of the Company. Intellectual property developed or conceived, either solely by you or with others, during the course of your employment must be promptly disclosed to the Company and you must make reasonable efforts to render any and all aid and assistance, at the Company's expense, to secure the appropriate documentation, patent, copyright, or trademark protection for such intellectual property.
Works of authorship including, but not limited to, literary works such as maps, books, articles, and computer programs, pictorials, graphics, audiovisual works, sound recordings, and architectural works are protected by United States and foreign copyright law as soon as they are reduced to a tangible medium perceptible by humans with or without the aid of a machine. A work does not have to bear a copyright notice in order to be protected and without the copyright owner's permission, no one may make copies of the work, create derivative works, distribute the work, perform the work publicly, or display the work publicly.
Employees may be granted permission to make use of copyrighted works under certain conditions provided that the limitations of those agreements are followed.
Protection and Proper Use of Company Assets
Appropriate steps should be taken within your areas of responsibility to protect Company assets and ensure their proper and efficient use. Company assets should be used for the Company business purposes. Incidental personal use of telephones, fax machines, copy machines, personal computers, and similar equipment is discouraged but may be allowed if (i) there is inconsequential additional cost to the Company, (ii) it does not interfere with your work duties, (iii) it is not related to an illegal activity, and (iv) the use is not specifically banned by other company policies. The Board of Directors may authorize in writing personal use by Company officers of certain Company assets as a benefit or for other bona fide reasons. The Chief Executive Officer may authorize personal use of Company assets in limited circumstances by non-officer employees, agents, or consultants.
Telephones and computer workstations and software, including network access to computing systems such as the Internet and e-mail are provided to improve personal productivity and to efficiently manage proprietary information in a secure and reliable manner. Permission must be obtained to install any software on any Company computer or connect any personal laptop to the Company network. You should not expect a right to privacy regarding e-mail and Internet use. All e-mails and Internet use on Company equipment are subject to monitoring by the Company.
Conflicts of Interest and Corporate Opportunities
A "conflict of interest" exists when a private interest or personal relationship interferes, or appears to interfere, with the best interest of the Company. Company policy is that actual, or apparent, conflicts of interest must be avoided. We should also avoid anything that might give the appearance (or impression) of any conflicts of interest.
You owe a duty to the Company to advance its interests when the opportunity to do so arises. Failure to do so creates a conflict of interest. Company policy is that you shall not (i) take for yourself or others opportunities that are discovered through the use of the Company property, information or position, (ii) use the Company property, information, or position for improper personal gain, or (iii) compete with the Company directly or indirectly.
No Code can define all possible areas of conflicts of interests. However, general guidelines would include (i) avoiding competing directly or indirectly with the Company in any manner, (ii) being proprietary with all Company data and information, and (iii) avoiding doing Company business with family members or organizations owned by family members or that employs family members, (iv) directly or indirectly soliciting or seeking personal gain, including, but not limited to, gifts, loans or professional favors from persons or entities with which the Company does business or may do business, and (v) assuring that all purchases, materials, etc. are based on arms-length transactions and are made at fair market values.
Full-time employees should not engage in any form of outside employment, including but not limited to self-employment, without the prior written approval of the Chief Executive Officer. Services as an officer, director, partner or consultant for outside organizations should be made known to the Chief Executive Officer and must be approved in advance by the Company.