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CODE OF BUSINESS CONDUCT AND ETHICS
Introduction
We ask for, and expect, a great deal from everyone associated
with Teton Energy Corporation (the “Company”). We
ask that you produce outstanding results and maintain high
standards of business conduct. We ask that you become
deeply involved with our business in its many forms. We
ask that you work smart and make intelligent and rational
decisions, which make the difference in our ability to be
successful in our highly competitive industry. At the
same time, we also ask that you, as members of this Company,
act in ways that will bring credit to yourselves, your families
and your associates.
The purpose of this Code of Business Conduct and Ethics
(the “Code”) is to set forth the basic principles
and guidelines for the employees, officers, and directors
of the Company, including the Company’s principal executive
officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions
(collectively, the “Employees”), and to codify
standards reasonably designed to deter wrongdoing.
In addition to strict compliance with legal requirements
and local customs, all Employees are expected to be guided
by the principles of honesty and professionalism in the conduct
of the Company’s affairs, and to comply with the policies
contained, referred to, an implicit in this Code. No
code of business conduct and ethics can replace the thoughtful
behavior of Employees. However, such a Code can focus
the board and management on areas of ethical risk, provide
guidance to personnel to help them recognize and deal with
ethical issues, provide mechanisms promptly to report unethical
conduct, and help to foster an awareness of the Company’s
obligations to shareholders, other Employees, customers,
vendors, and the general public.
You are then responsible for compliance with this
Code and, if you are a supervisor or manager, for making
sure that those under your supervision know and adhere to
it also. Failure to comply with the Code in any respect
will result in disciplinary action, termination of employment,
or other corrective action determined legally appropriate
by the Company. If you are in a situation which you
believe may violate or lead to a violation of this Code,
a law, or Company policy, follow the guidelines described
in Section 23 of this Code.
Section
1. Conflicts of Interest
To maintain the highest degree of integrity in the conduct
of the Company’s business and to maintain an Employee’s
independent judgment, each Employee must avoid any activity
or personal interest that creates or appears to create a
conflict of interest between the Employee’s interest
and the interests of the Company.
When conducting Teton-related activities, you must devote
your undivided loyalty to the business of Teton and avoid
(1) any situation that might result in a conflict between
your personal interests and the interests of the Company;
and (2) any activity or financial interest that might reflect
unfavorably on your or the Company’s integrity or high
reputation in the business community. In addition, if an
activity or investment would be improper for you, it may
also be improper for your family members or any business
controlled by you or any family member. Absent disclosure
to our Legal Counsel of a particular situation which raises
a conflict of interest issue to determine whether the situation
may continue, you need adhere to the following principles:
- You may not realize any personal gain or profit from
the Company’s dealings with suppliers, customers
or other firms or persons doing or seeking to do business
or competing with Teton. You should avoid situations or
the receipt of favors that could interfere with your exercise
of independent judgment; cause you to act other than in
the best interest of the Company; or deprive Teton of your
undivided loyalty.
- You may not take, for your own individual benefit, opportunities
that are discovered through the use of your Company position
or the Company’s property or information. You owe
a duty to the Company to advance its legitimate interests
whenever the opportunity to do so arises.
- Neither you nor members of your family may have a financial
interest, direct or indirect, in any firm doing business
or competing with Teton, if you are in a position to influence
awarding of or managing the business or competition between
Teton and that firm, except for publicly traded shares
or other securities not exceeding 2% of the outstanding
shares or other securities of that company. Any question
or waiver must be directed in writing to our Board of Directors
and approved by the Board.
- Neither you nor any member of your family is permitted
to accept money, gifts of more than token value, substantial
favors or services, or excessive entertainment, from any
person or firm doing business or competing with Teton.
Likewise, gifts or favors that you make to any employee
of another enterprise (a supplier, a customer, or any other
firm) should not be of a nature or amount that could even
create the appearance of a bribe, kickback, or unlawful
gift. Any attempt to offer a gift of the magnitude that
indicates an intent to exert improper influence must be
reported promptly to the Company’s Counsel. If because
of cultural or other reasons the receipt of a gift exceeding
token value cannot be avoided, and/or the gift cannot be
returned, the Legal Counsel must be consulted with respect
to the gift’s proper disposition, and that disposition
must be confirmed in writing to Counsel.
- You are not permitted to accept outside employment that
may adversely affect your relationship with Teton.
- If you have any responsibility for or knowledge of the
Company’s investments in other companies, you must
not make any personal investment, direct or indirect, in
those companies. You are not permitted to use information
obtained as a result of your relationship with Teton for
personal profit or as the basis for a “tip” to
others unless the Company has made that information generally
available to the public. For example, the purchase of real
estate or leasing of acreage near property that you are
aware is being considered for leasing or purchase by the
Company would be a conflict and thus prohibited. In addition,
you must not purchase or sell stock or other securities
of Teton or of any other company if because of information
you learned in confidence, either directly or indirectly,
as a result of your relationship with Teton, you believe
that the price of such stock or other security will increase
or decrease. Finally, as part of the Company’s desire
to avoid even the appearance of any conflict of interest,
any director or executive officer or other employee designated
by the Company as being subject to the obligation described
in this paragraph (or any member of his or her immediate
family) who is offered the opportunity to participate in
any offering of securities by any person or entity with
whom the Company has an investment or commercial banking
or other supplier or customer relationship must notify
and secure the approval for such participation from the
Company’s Counsel before participating in any such
offering. See also the Company’s insider trading
policy.
You must report to the Company’s Legal
Counsel any personal interests or circumstances that might
constitute a conflict of interest, as described above, in
the attached Employee Affirmation or as soon as the circumstances
arise. Depending on the degree of potential conflict, appropriate
action may be taken, which may include requiring you (or
a family member) to divest a financial interest, to accept
a new position within Teton or to return or to pay for gifts
or other favors received. Failure to report any actual or
potential conflict of interest, or continuing to engage in
such conduct after being advised of its impropriety, is grounds
for disciplinary action, including termination.
Conflicts of interest may not always be clear-cut; thus,
if you believe that any transaction or activity may constitute
a conflict of interest, you should promptly consult with
Teton’s Counsel.
Generally, a “conflict of interest” exists when
a person’s private interest interferes in any way with
the interests of the Company. A conflict situation
can arise when an Employee takes actions (or fails to take
actions) or has interests that may make it difficult to perform
his or her Company work objectively and effectively. Sections
2, 3, and 4 of this Code provide specific examples of conflicts
of interest. Loans to, or guarantees of obligations
of, Employees and their family members may also create conflicts
of interest.
Conflicts of interest are prohibited as a matter of Company
policy, except under guidelines approved by the Board of
Directors. Conflicts of interest may not always be
clear-cut, so if you have a question, you should consult
with your manager, or a higher level of management or member
of the Company’s Legal Counsel. Any Employee
who becomes aware of a conflict or potential conflict should
bring it to the attention of a supervisor, manager or other
appropriate personnel or consult the procedures described
in Section 21 of this Code.
Special Rules for Members of the Board of Directors
and Executive Officers
The Board of Directors or the Audit Committee of the Board
must approve a director’s or an executive officer’s
direct or indirect interest in a transaction involving the
Company and the director or officer and a third party.
The Board of Directors will determine on a continuing basis
whether, in its judgment, a director’s relationship
with other business, consulting, legal, charitable or other
institutions impair his or her independence as a director.
Executive officers of the Company must obtain the approval
of the Board of Directors or the Audit Committee of the Board
for any outside employment, or any directorships with for-profit
entities.
Only the Board of Directors or the Audit Committee of the
Board may grant a waiver of this Code for executive officers
and directors.
Loans from the Company to directors and executive officers
of the Company are prohibited in accordance with applicable
federal law.
Section
2. Interest in Other Business Organizations
Employees or members of their families should
not have a “significant
financial interest” in any business organization that
does, or seeks to do, business with the Company, or is a
competitor of the Company, unless such interest has been
fully disclosed in writing to the Company’s Legal Counsel,
who will determine whether the Employee’s duties with
the Company will require him or her to make decisions that
could be influenced by such interest.
As a minimum standard, a “significant financial interest” is
an aggregate interest of an Employee and family member of
more than:
2% of any class of outstanding securities of the firm or
corporation, or
10% interest in any partnership or association, or
5% of the total direct and beneficial assets or income of
such company.
Family members include spouse, minor or adult child, stepchild,
parents, stepparents, brothers, sisters, grandparents, grandchildren,
in-laws and any person living in the same household.
An Employee must not conduct business on behalf of the Company
with a member of his/her family, or business organization
with which the Employee or family member has “significant
financial interest” or is a director, officer, employee,
creditor, or proprietor. An Employee whose duties bring
him or her into contact with an organization that employs
a family member should take appropriate precautions to avoid
a potential conflict of interest or the suspicion of preferential
treatment. The Employee should consult with his or
her supervisor and, if necessary, disqualify himself or herself
from acting on behalf of the Company.
Section
3. Gifts, Gratuities and Payments to Employees
No Employee should accept gifts, loans, favors,
or entertainment, directly or indirectly, from any person,
firm, or corporation doing business, or seeking to do business,
with the Company, other than nominal gifts or courtesies
as described further below. Gifts or loans of cash or other property, or
gift certificates in any amount whatsoever, or any form of
bribe or kickback, to Employees or members of an Employee’s
family by existing or potential suppliers of the Company
are forbidden. This policy does not prohibit either
giving or receiving reasonable courtesies in the normal course
of business.
In the application of this policy, Employees may accept
such courtesies only if they meet all of the following criteria:
1. They
are consistent with accepted business practice and in a form
that is not, will not appear to be, or will not be construed
as, a bribe, kickback, payoff or substantial personal benefit
to the Employee.
2. They
are of nominal value or intended for business use, such as
datebooks, desk calendars or reasonable business meals.
3. They
do not violate any applicable law, regulation or generally
accepted ethical standard.
4. Public
disclosure of the facts would not embarrass the Company.
The policy is not intended to eliminate participation in
business-related functions and activities that occur in conjunction
with seminars, exhibits, meetings and presentations, which
often involve lunches, dinners and entertainment. These
can be, under the proper circumstances, in the best interest
of the Company. Failure to comply with this prohibition
in any respect will result in disciplinary action, termination
of employment, or other corrective action determined legally
appropriate by the Company.
Services offered by a supplier may be accepted by an Employee
when the need for the services are associated with a business
relationship, and the supplier provides the service to other
customers and prospects as a normal part of its business,
(e.g., travel agency services). The services should
generally be of the type normally used by Employees and allowable
on the travel expense account.
If in doubt as to the propriety of any gift or activity,
it should be cleared with Legal Counsel or the CEO. In
making this judgment, the Employee must go beyond the question
of whether the gift or activity would influence an Employee
in any way and should consider what unfavorable appearance
or interpretation might be placed on this action by a critical
third party who has the advantage of hindsight.
Section
4. Corporate Opportunities Converted to Personal Benefit
As Teton employees,
we are obligated to place Teton’s
interests in any business transaction ahead of any personal
interest or personal gain to the individual employee (and,
for purposes of this policy, to the employee’s spouse,
family member, roommate, friend or other individual). Each
employee is under an affirmative obligation to bring to the
attention of his or her supervisor, Legal Counsel or the
CEO or CFO any situation that is an actual, alleged or even
potential conflict of interest.
Employees are prohibited from taking for themselves personally
any business opportunities that are discovered or learned
through the use of corporate property, information or position
without the consent of the Board of Directors. No Employee
may use corporate property, information, or position for
personal gain, and no Employee may compete with the Company
directly or indirectly. Employees owe a duty to the
Company to advance its legitimate interests when the opportunity
to do so arises.
Section 5. Fair Dealing with Customers, Suppliers, Competitors
and Others
Employees who make
or are involved in making business decisions for the Company
must do so using consistent and unbiased standards. We seek
to outperform our competition fairly and honestly by gaining
competitive advantages through superior performance, and
each Employee should deal fairly with the Company’s
customers, suppliers, competitors and Employees.
Section
6. Company Records and Preservation of Assets
Accurate and auditable records of all Company financial
transactions must be maintained in conformity with generally
accepted accounting principles and local requirements.
Employees are responsible for safeguarding and preserving
Company assets and properties under their control. Employees
are also responsible for providing an auditable record of
financial transactions related to the use of these assets. No “off-the-books” funds
(e.g., side cash funds, reserves or allowances) or transactions
that are not documented in the Company’s regular accounting
system are permitted. Guidelines are as follows:
1. The
use of Company funds or assets for any improper or unlawful
purpose is prohibited. Improper purposes include the
use of Company time, materials, assets or facilities for
purposes not related directly to the Company’s business,
or the removal or borrowing of the Company’s property
without permission.
2. All
assets, liabilities, revenues, expenses and transactions
must be accurately reported on the books of the Company,
in accordance with the Company’s accounting procedures.
3. No
false or misleading entries may be made in the books and
records of the Company.
4. No
undisclosed or unrecorded fund or asset of the Company may
be established or maintained for any purpose.
5. No
payment on behalf of the Company may be approved or made
with the intention or understanding that any part of such
payment is being made for any purpose other than that described
in the documents supporting such payment.
Dishonest reporting or failure to disclose information that
by law or by contract must be disclosed is strictly prohibited
by this Code and will not be tolerated. Violation of
these guidelines may lead not only to termination of employment,
but could also lead to civil or criminal liability or monetary
damages for Employees or the Company.
Section
7. Proprietary or Confidential Information
You must not disclose any Company confidential
or proprietary information, or confidential information entrusted
to you by the Company’s customers, to anyone outside the Company,
except when disclosure is authorized by the Company’s
Legal Counsel, or required by laws or regulations. Furthermore,
such information is to be used only in the Company’s
business. These obligations apply whether or not you
developed the information yourself. You should also
limit the disclosure of proprietary information within the
Company to those Employees with a “need to know.”
Proprietary or confidential information subject to the foregoing
restriction on disclosure includes all non-public information
that might be of use to competitors, or harmful to the Company
or its customers, if disclosed, such as information of the
type contained in patents, copyrights or trademarks, or held
as trade secrets. It also includes the business, financial,
marketing and service plans associated with products; designs,
engineering and manufacturing ideas, know-how and processes;
Company business and product plans with outside suppliers
and customers; manufacturing performance data; unpublished
financial data and reports; information pertaining to acquisition
and divestiture plans, directional strategy, and competitive
position; product test results; a variety of internal data
bases; and personnel and salary information.
Section
8. Compliance with Laws, Rules and Regulations
The Company’s goal is to comply with the spirit and
letter of the laws, rules and regulations that apply to our
business, and also to endeavor to abide by the highest principles
of ethical standards and honor. This means obeying
the law, both in letter and in spirit. All Employees
must respect and obey the governmental laws, rules and regulations
of the cities, states and countries in which we operate. Although
not all Employees are expected to know the details of these
laws, it is important to know enough to determine when to
seek advice from supervisors, managers or other appropriate
personnel.
Section
9. Public Communications
All disclosures in reports and documents that the Company
files with the U.S. Securities and Exchange Commission (the “SEC”),
as well as all other public communications made by the Company,
should be complete, fair, accurate, timely and understandable.
Section
10. Insider Trading
On occasion, Employees of the Company come
into possession of non-public information concerning the
Company and its affairs. This information about the Company comes to
us so that we can do our jobs better, not so that we can
benefit personally by using inside information in the stock
market. Disclosure of material non-public information
is against Company policy and knowledge of such information
may not be used under any circumstances for the Employee’s
personal benefit in the stock market. Failure to observe
these rules could potentially expose an Employee to civil
or criminal penalties. Material information means: “any
information concerning the Company that is not yet public
knowledge, but that, if publicly known, could reasonably
be expected to affect the price of the Company’s stock,
or is likely to be considered important by a reasonable investor.” The
Employee’s responsibilities are twofold under SEC rules:
1. Employees
cannot buy or sell Teton Energy Corporation stock at any
time when he or she has material information about the Company
that is not known to the investing public.
2. Employees
cannot tip off others to buy or sell Teton Energy Corporation
stock on the basis of his or her material information that
is not known to the investing public.
Similar restrictions apply to trading in the stock of other
companies on the basis of non-public information an Employee
may learn in the course of his or her employment at the Company.
Limitations on use of information obtained as a result of
employment for personal gain is not limited to transactions
involving stock. For example, the purchase of real
estate near property that an Employee knows is being considered
for purchase by the Company constitutes a conflict of interest.
Employees are referred to the Company’s Insider Trading
Policy for additional rules and explanations.
Section
11. Gifts, Gratuities and Payments by the Company
All customer relations are maintained on the fundamental
premise that our business efforts are based on quality and
performance at an agreed price. Accordingly, Employees
are prohibited from attempting to promote the Company and
its business offerings, or to gain improper concessions for
the Company by giving any bribe, kickback, payment, gift,
loan or special favor to customers, except casual entertainment
or items of nominal value. Any form of indirect payment
also is prohibited under this policy. A legitimate
use, however, of accepted business techniques, such as employment
of a reputable, independent commissioned agent, is proper
if done in accordance with established Company policies and
procedures and under terms by which the agent is expected
to adhere to the similar policies prohibiting improper payments
or actions.
Gifts, favors and entertainment may be given to others at
Company expense only if they meet all of the following criteria:
1. They
are consistent with accepted business practices and in a
form that is not, will not appear to be, or will not be construed
as, a bribe, kickback, payoff or substantial benefit.
2. They
are of nominal value or intended for business use such as
datebooks, or desk calendars.
3. They
do not violate any applicable law, regulation or generally
accepted ethical standard of the locale.
4. Public
disclosure of the facts would not embarrass the Company.
5. The
cost is allowable under the applicable expense account policy.
The recipient’s policies regarding such gifts, favors
and entertainment should be respected.
Business gifts, loans or favors to U.S. federal, state,
or municipal employees are strictly forbidden. Business
gifts or favors to overseas customers must conform to the
Foreign Corrupt Practices Act, local law, and Company policy. The
Company’s Foreign Corrupt Practices Act policy is articulated
in a separate document and is specifically referenced herein.
The Company adheres to the letter and spirit of the Foreign
Corrupt Practices Act. This Act prohibits giving money
or items of value to foreign officials for the purpose of
obtaining or retaining business from a foreign government
or influencing foreign legislation or regulations. The
Foreign Corrupt Practices Act further prohibits giving money
or items of value to any person or firm where there is reason
to believe that it will be passed on to a government official
for this purpose. The law also requires that accurate
records and accounts be maintained in reasonable detail and
prohibits the establishment of off-the-books corporate slush
funds. The Foreign Corrupt Practices Act has severe
penalties, including fines and imprisonment. All matters
pertaining to this statute must be coordinated with the Company’s
CFO and legal counsel.
Section
12. Political Contributions
Contributions by the
Company to federal candidates, political parties, or political
causes must be made in accordance with federal or state law
as then in effect. State and local
laws often prohibit and restrict contributions by corporate
organizations. It is Company policy that no contributions
may be made at the state or local level that do not comply
with applicable law and without the written approval of the
Company’s legal counsel. Laws regarding foreign
contributions vary by country and no contributions may be
made except in compliance with applicable law, and with written
approval of the Company’s legal counsel.
The Company encourages its Employees to become involved
in civic affairs and to participate in political activities. Employees
must recognize, however, that their involvement and participation
must be on an individual basis, on their own time, and at
their own expense. Employees may not use any Company
facilities, such as supplies, telephones, copy machines,
or Company letterhead in connection with political activities,
candidates or parties.
Unless specifically directed by the Company, when an Employee
speaks on public issues, it must be clear that the comments
or statements made are those of the individual and not those
of the Company.
Section 13. Non-Discrimination and
Non-Harassment
It is the policy of the Company that all Employees should
be able to work in an environment free from all forms of
unlawful discrimination and harassment. The Company
strives to comply fully with all applicable local, state
and federal US laws for its US operations and applicable
local laws and customs in other countries and to manage its
human resources and business operations in ways that promote
equitable and respectful treatment of Employees and expects
all Employees to follow this practice. Personnel
decisions such as compensation, benefits, transfers, layoffs,
return from layoffs, training, company-sponsored education,
tuition assistance, social and recreation programs will be
administered without discrimination. Only valid job
requirements will be imposed for promotional opportunities
Sexual or other unlawful harassment by any Employee(s) also
is inconsistent with our obligation to provide all Employees
with a nondiscriminatory work environment in the US. It
is also a violation of US law. The Company will
conform with the laws of other locales in which it operates.
The Company will not tolerate any unlawful harassment, whether
by an Employee toward another, by an Employee toward a customer
or a supplier or by a customer or a supplier toward an Employee.
Employees of the Company are expected to know and follow
the Company’s policies. Copies of these policies are
available in the Employee handbook. Reports of violations
should be directed to the Company’s legal counsel for
prompt investigation and appropriate corrective action. The
Company’s policies prohibit retaliation against any
Employee who raises a complaint in good faith.
Section
14. Substance Abuse
The unlawful possession, use, dispensation,
distribution, or manufacture of a controlled substance is
prohibited within any Company office or facility. Employees
who fail to comply with this policy will be terminated.
Section
15. Electronic Communications
All data that is composed, transmitted or
received via the Company’s computer communications
systems may be considered to be part of the official records
of the Company and, as such, may be subject to disclosure
to law enforcement or other third parties. Consequently,
Employees should always ensure that the information contained
in e-mail messages and other transmissions is accurate, appropriate,
ethical and lawful.
Computers, computer files, voice mail, the e-mail system,
Internet access, and software furnished to Employees are
the Company’s property intended for appropriate business
use. Employee use of this equipment and systems may
be monitored at any time at the Company’s discretion
and is subject to the following requirements:
All software
provided by the Company must be used in accordance with
the software license agreement of the vendor. Illegal
duplication of software and its related documentation is
prohibited.
An Employee’s
personal software, unauthorized, and undocumented software
may not be used on Company equipment or otherwise be accessible
for use by Employees.
Willful
unlawful infringement of a copyright and willful unlawful
violation of a software license are prohibited and may
expose the Company and the Employee to substantial damages,
including criminal penalties.
All use
of Company electronic communications equipment and Internet
access must be consistent with Company policies, including
without limitation policies referenced in this Code.
Information
maintained in, or distributed through, Company electronic
communications equipment must be consistent with Company
policies, including without limitation policies referenced
in this Code.
Only authorized
Employees may establish or modify Company web sites or
access records, files, or equipment of others.
Section
16. Environmental Responsibilities
The Company recognizes the importance of protecting our
natural environment and conserving natural resources. The
Company is committed to its Employees, customers and the
public to operate its business in a manner consistent with
environmental stewardship and in compliance with all environmental
laws of the locale in which we are operating.
Section
17. Compliance with Antitrust Laws
The objective of U.S.
antitrust laws, state antitrust laws, and the antitrust laws
in certain countries where the Company does or may do business
is to promote vigorous competition in open markets. Violation of U.S. antitrust laws is
a serious offense and can result in criminal and/or civil
penalties for business entities or imprisonment and/or fines
for individuals. An individual who willfully violates
the antitrust laws will receive no protection from the Company. Failure
to comply with the antitrust laws in any respect will result
in disciplinary action, termination of employment, or other
corrective action determined legally appropriate by the Company.
Generally speaking, antitrust laws of the United States
prohibit agreements, understandings or actions whether oral
or written, tacit or explicit, which unreasonably restrain
trade. Among the activities found to be clear violations
of the law regardless of the intentions of the parties involved
(“per se” violations) are any agreements or understandings
among competitors to fix or control prices; to boycott specified
suppliers or customers; to allocate customers, product, territories,
or markets; or to control, limit or reduce production or
sales. Such agreements are against public policy and
against the policy of the Company.
Relations with Competitors
The antitrust laws prohibit any understanding whatsoever
between competitors with respect to price or any element
of price (such as discounts or credit terms), including price
stabilization. Thus, agreements between competitors
to adhere to a specific formula for the determination of
price, to restrict production, or to communicate with each
other with respect to their prices are just as unlawful as
an agreement regarding price itself.
In this regard, Employees must not:
1. Engage
in any discussions of such matters with representatives of
other companies.
2. Exchange
information with competitors relating to prices or other
terms or conditions of sale.
3. Attend
a meeting with a competitor at which such matters are likely
to be discussed.
The Company’s relationships with its customers are
also subject to a number of antitrust statutes aimed at protecting
its customers.
(a) Restrictive
Agreements. The antitrust laws prohibit all understandings
or agreements that unreasonably restrain trade. In
addition to the per se violations outlined
above, which are considered unlawful by themselves without
specific proof as to their effect, there are certain types
of agreements between sellers and buyers which, while not
unlawful by themselves, fall into a danger zone. They
should not be considered or consummated without prior consultation
with the Company’s legal counsel.
(i) Refusals
to Deal. A company generally has the right to
select the customers with which it chooses or refuses to
do business. However, this is a right which must be
exercised by the company alone without consultation
with any other outside party.
(ii) Resale
restrictions. A basic tenet of the law is that
a purchaser of a product has the right to do with it as
he chooses without restriction by the seller; thus, an
agreement or understanding by the seller and customer with
respect to the prices at which the customer will resell
the product violates antitrust laws. Restrictions
on the area in which resales can be made can also cause
serious problems.
(iii) Tying
Arrangements. Any arrangement under which a seller
having a substantial market position in one product coerces
a customer to take a product the customer does not want
as a condition for the sale of another product it does
want constitutes a “tie-in” sale. Such
arrangements should be regarded as per se unlawful
and strictly avoided. The commingling in a bid of
two products where the commingled price is different from
the price of the two articles purchased separately should
receive legal review. “Teaming” arrangements,
by which the Company and another party cooperate in making
a bid to a customer, are not unlawful but should also be
reviewed in advance by the Company’s legal counsel.
(b) Discrimination
in Pricing. The Robinson-Patman Act prohibits
sales of products of like grade and quality at different
prices to competing customers where the effect may be to
injure competition. To determine whether a Robinson-Patman
problem exists, an Employee should ask initially whether
the Company has made sales (i) at different prices; (ii)
within a reasonably contemporaneous period; (iii) of products
of like grade and quality; (iv) to customers who were using
or reselling the product in substantially the same competitive
market. The Robinson-Patman Act is also applicable to purchasers. It
is unlawful to procure a price from a supplier on the basis
that the supplier must meet a competitive price which has
not actually been offered by another supplier.
Relations with Suppliers
Reciprocal
Dealing. The antitrust laws make reciprocal buying
and selling illegal where a purchaser with substantial
buying power intentionally uses that power as a lever to
make sales of its products to its suppliers. The
law does not prohibit our purchasing products from companies
that purchase from us. It does prohibit any understanding
or agreement, whether written or oral and whether expressed
or implied, that purchases by one party are contingent
upon purchases by the other.
International Transactions. Certain U. S. antitrust
laws also apply to international operations and transactions
related to imports to, or exports from, the United States. Moreover,
the international activities of the Company could be subject
to antitrust laws of foreign nations or organizations such
as the European Economic Community.
As with other complex laws, it is important that legal advice
be sought on any questions regarding antitrust matters, particularly
before entering into any agreement, understanding or arrangement.
Section
18. Compliance
and Discipline
Failure to comply with the standards contained
or referenced in this booklet will result in corrective action
that may include disciplinary action, termination, referral
for criminal prosecution, requirement to reimburse the Company
for any losses or damages or other measures determined appropriate
by the Company. If an Employee is charged with a violation
of this Code, the matter normally will be dealt with in a
manner consistent with any grievance procedure or complaint
resolution process applicable in the Employee’s worksite.
Section
19. Certification
At least annually, Company personnel in sensitive
positions must complete a certification/questionnaire affirming
their commitment to the Code of Business Conduct and Ethics
and disclosing violations of the Code. Completion of
this questionnaire will be requested by the Chief Executive
Officer of Teton Energy Corporation and a report of responses
will be made to the Board committee designated with overseeing
and enforcing this Code.
The annual questionnaire does not relieve Employees of the
continuing obligation to disclose relevant information immediately
and, whenever possible, in advance of any proposed action.
Section
20. Waivers of the Code of Business Conduct and Ethics
This Code has been adopted by the Company’s Board
of Directors and it applies to all employees, officers and
directors of the Company. Any waiver of this Code,
including any waiver with respect to the Company’s
principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions, may be made only by the Company’s
Board of Directors or a Board committee designated with overseeing
and enforcing this Code. Any such waiver approved by
the Board or committee will be promptly disclosed to shareholders
in compliance with the relevant rules issued by the American
Stock Exchange and the SEC.
Section
21. Problem Solving
While this Code aims to provide answers to Employees, it
is impossible to address all possible problems. Often
a question presented to an Employee will not have a clear-cut
answer and may present difficult choices. As a result,
the Company encourages Employees to use the following steps
to solve problems regarding policy:
1. Obtain
all the facts.
2. Determine
what specifically you are being asked to do.
3. Clarify
your responsibility and whether others should be involved.
4. Ask
yourself: Is it legal?
5. Also
ask yourself: Even if it is legal, is it appropriate?
6. Discuss
the problem with your supervisor or any other person identified
in the “Seeking Advice” section.
Section
22. Seeking Advice/Reporting any Illegal or Unethical Behavior
The Company wants to make sure that all Employees fully
understand the Company’s Code of Business Conduct and
Ethics and are able to seek advice. Employees are encouraged
to ask questions and seek advice before acting, rather than
after.
If you are unsure of what a policy requires of you, if you
are concerned that the Company may be in violation of the
law, or if you feel that a Company policy is being violated,
you should seek advice from your supervisor. If you
are uncomfortable raising a question about policy with your
supervisor, or if you are not satisfied with the resolution
by your supervisor, you may contact the Company’s President. If
your question or concern relates to accounting, internal
accounting controls or auditing matters, contact the Chairman
of the Audit Committee of the Company’s Board of Directors.
Disciplinary action will be taken against any Employee who
retaliates, directly or indirectly, or encourages others
to do so, against an Employee who reports a violation or
suspected violation of the Company’s Code of Business
Conduct and Ethics. The Company wants Employees to
communicate concerns or report misconduct without fear of
retribution. It is your responsibility to report misconduct
if you become aware of it.
Section
23. Administration of the Code of Business Conduct and
Ethics
The Code was adopted by the Board of Directors
on July 16, 2004. The Board of Directors shall be responsible for
the administration and enforcement of this Code, but may
delegate responsibility for administration of the Code to
a committee of the Board. The Board (or a Board committee
designated with overseeing and enforcing this Code) shall
take reasonable steps to monitor and audit compliance with
the Code, including establishment of monitoring and auditing
systems reasonably designed to detect violations of the Code
by Employees. The Board (or a Board committee designated
with overseeing and enforcing this Code) shall periodically
review the Code and recommend changes when desirable or necessary
to (i) ensure continued compliance with applicable rules
and regulations, and (ii) make certain that any weaknesses
revealed through monitoring, auditing and reporting systems
are eliminated or corrected.
No amendments or changes to the Code shall be made by anyone
other than the Board of Directors of the Company (or a Board
committee designated with overseeing and enforcing this Code). Amendments
to this Code shall be publicly disclosed in compliance with
rules of the American Stock Exchange and applicable law,
rule and regulation.
A copy of the most up-to-date version of the Code shall
be posted at all times on the Company’s website and
intranet, and the Company’s Internet address and the
fact that the Company has posted this Code on its website
will be disclosed in the Company’s annual report. In
addition, a copy of the most up-to-date version of the Code
will be made available in print to any Company shareholder
who requests it, and this availability of the Code will be
stated in the Company’s annual report.
Section
24. Non-Exclusivity
This
Code of Business Conduct and Ethics is not the exclusive
set of policies and procedures of the Company. You
are expected to comply with all policies and procedures applicable
to you, whether or not set forth or referenced in this Code. Further,
remedies for non-compliance with this Code of Business Conduct
and Ethics are not exclusive and references to possible actions
set forth herein shall not limit the Company’s options
in addressing non-compliance. Mention of a remedy upon a
failure to comply in any one instance shall not limit the
applicability of all remedies to all circumstances of noncompliance.
___________________________________
EMPLOYEE AFFIRMATION
I have read and understand the Code of Business Conduct
and Ethics. I will take appropriate steps to ensure effective
compliance, including by individuals under my supervision,
with the Code of Business Conduct and Ethics, all applicable
laws and relevant Company policies. I am personally in compliance
and I am not aware of violations by others. If I am aware
of or have a concern about a possible violation of the Code
of Business Conduct and Ethics, Company policy or the law,
whether by me or by any other employee, I will report my
information or concern directly to the Legal Counsel of the
Company.
___________________________ ______________________
Signature Date
___________________________
Print name
Please return to: ________________________________
Foreign Corrupt Practices Act
Official Policy Statement
Teton Energy Corporation (“Teton” or the “Company”)
has in the past and may in the future engage in its
operations and activities outside the United States in
complete compliance with the letter and spirit of the Foreign
Corrupt Practices Act (the “FCPA”). No
Company officer, employee, or agent has the authority to
offer payments to a foreign official to induce that official
to affect any government act or decision in a manner that
will assist the Company, or any of its subsidiaries or
divisions, to obtain or retain business. Furthermore,
every officer, employee and agent is obligated by Company
policy and federal law to keep books, records and accounts
that accurately and fairly reflect all transactions and
disposition of Company assets.
General Policy
All employees must conduct business in a way which will assure
compliance with the FCPA, a United States law that prohibits
giving money or any other thing of value to a foreign government
official with the intention of corruptly influencing the
official’s actions. No payments will be authorized,
offered or made, nor gifts or anything of value be promised,
directly or indirectly, to any foreign official, political
party or official of that political party, or to any candidate
for political office, which is intended to corruptly influence
an official act or decision of such a person. Every
Teton employee, agent and contractor must properly account
for the use of Teton funds and assets. Further, Teton
will take appropriate steps in its international activities,
including accounting practices, contract provisions and
training, to assure that its employees, agents, contractors
and partners will assist Teton in meeting its responsibilities
under the FCPA. Failure to comply with this policy
may subject a Teton employee to discipline approved by
the Chief Executive Officer.
Responsibilities
Any Teton employee having information, knowledge or belief
of the commission of any act prohibited by this policy,
or any solicitation to engage in any such prohibited act,
must report it immediately to the Chief Executive Officer
or the Chief Financial Officer. In cases of uncertainty
as to the applicability of the FCPA or this policy concerning
any potentially prohibited act, advice should be sought
from the Chief Financial Officer.
Subject to direction from the Chief Executive Officer, Teton’s
Chief Financial Officer is responsible for devising and maintaining
a system of internal accounting controls to assure compliance
with the FCPA and this policy. He is also responsible
for making and keeping books, records and accounts which
accurately and fairly reflect the financial transactions
and disposition of the assets of the Company.
Audits of Teton books and records will be conducted by the
internal audit function within the Company. Periodic
independent audits of Teton books and records will be conducted
by outside auditors not less frequently than once each year. Among
other objectives, these audits will evaluate Teton compliance
with the FCPA. The term “foreign official” means
any officer or employee of a foreign government or any department,
agency, or instrumentality of that foreign government, or
any person acting in an official capacity for or on behalf
of such government, department, agency, or instrumentality. The
term “foreign official” also includes a member
of the immediate family of a foreign official.
Payment to foreign officials to expedite or secure the performance
of a routine governmental action as permitted under section
78dd-1(b) of the FCPA may be made only with the express prior
approval of the Chief Executive Officer or the Chief Financial
Officer.
It is critical that all employees be aware that payments
to agents may inadvertently amount to FCPA violations and
must take care to assure that they do not inadvertently get
caught in an FCPA violation.
Some “Red Flags” That
Could Indicate That Payment To An Agent
May Involve A Violation Of The FCPA Include:
- An agent who insists on anonymity;
- An agent who insists on payment by cash, the use
of false invoices, that payment be made in a third country,
etc.;
- The commission requested by the agent is substantially
above the market rate;
- The agent states that money is needed to “get
the business” or “make the necessary arrangements.”
Employee Certification
I, _____________, in my capacity as ______________ of Teton
Energy Corporation, swear under the pains and penalties
of perjury that:
- I have read the Company’s policy on the FCPA and
have no questions concerning its provisions, its application,
its purpose, or its intent.
- I have not engaged during the previous year in any action
that would amount to a covered transaction under the FCPA
nor have I ordered or suggested that any other employee
or agent or consultant of the Company engage in any action
that would amount to a covered transaction under the FCPA.
- I am not aware of any other employee, consultant, or
agent of the Company that has committed an act that would
be covered under the FCPA, nor am I aware of any other
instance that may be construed as a violation of the FCPA.
- I have no reason to believe that any third party whom
I have dealt with during the past year has had intent to
evade the prescriptions of the FCPA or has in fact violated
the FCPA.
- I am aware that there are significant penalties for violations
of the FCPA, including criminal penalties.
By: _________________________
Employee
I have reviewed the foregoing with the employee and have
personally witnessed the employee’s execution of this
certification.
By: _________________________
Authorized
Officer |
