STEALTHGAS INC. CODE OF BUSINESS CONDUCT AND ETHICS
The reputation and integrity of StealthGas Inc., its subsidiaries and its affiliates (the âCompanyâ) are valuable assets that are vital to the Companyâs success. Each employee of the Company, including each of the Companyâs officers, is responsible for conducting the Companyâs business in a manner that demonstrates a commitment to the highest standards of integrity. No Code of Conduct can replace the thoughtful behaviour of an ethical employee. The purpose of this Code is to focus employees on areas of ethical risk, provide guidance to help employees to recognize and deal with ethical issues, provide mechanisms for employees to report unethical conduct, and foster among employees a culture of honesty and accountability. Dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether such conduct is specifically referenced herein.
The Companyâs Board of Directors (the âBoardâ) is ultimately responsible for the implementation of the Code of Conduct. The Audit Committee in conjunction with the Internal Auditor, are responsible for the implementation and administration of the Code.
Questions regarding the application or interpretation of the Code of Conduct are inevitable. Employees should feel free to direct questions to the Audit Committee or Internal Auditor. In addition, employees who observe, learn of, or, in good faith, suspect a violation of the Code, must immediately report the violation to the Internal Auditor, another member of the Companyâs senior management, or to the Audit Committee of the Board of Directors. Employees who report violations or suspected violations in good faith will not be subject to retaliation of any kind. Reported violations will be investigated and addressed promptly and will be treated confidentially to the extent possible. A violation of the Code of Conduct may result in disciplinary action, up to and including termination of employment.
Requests for a waiver of a provision of the Code of Conduct must be submitted in writing to the Audit Committee for appropriate review, and an officer, director or appropriate Board committee will decide the outcome. For conduct involving an executive officer or Board member, only the Board or the Audit Committee of the Board, has the authority to waive a provision of the Code. The Audit Committee must review and approve any ârelated partyâ transaction as defined in Item 7.B of Form 20-F before it is consummated. In the event of an approved waiver involving the conduct of an officer or Board member, appropriate and prompt disclosure must be made to the Companyâs shareholders as and to the extent required by listing standards or any other regulation.
Statements in the Code of Conduct to the effect that certain actions may be taken only with âCompany approvalâ will be interpreted to mean that appropriate officers or Board directors must give prior written approval before the proposed action may be undertaken.
Employees will receive periodic training on the contents and importance of the Code of Conduct and related policies and the manner in which violations must be reported and waivers must be requested. Each employee of the Company will be asked to certify on an annual basis that he/she is in full compliance with the Code of Conduct and related policy statements.I. Violations of Law A variety of laws apply to the Company and its operations, and some carry criminal penalties. These laws include banking regulations, securities laws, the laws of various countries, and state laws relating to duties owed by corporate directors and officers. Examples of criminal violations of the law include: stealing, embezzling, misapplying corporate or bank funds, using threats, physical force or other unauthorized means to collect money; making a payment for an expressed purpose on the Companyâs behalf to an individual who intends to use it for a different purpose; or making payments, whether corporate or personal, of cash or other items of value that are intended to influence the judgment or actions of political candidates, government officials or businesses in connection with any of the Companyâs activities. The Company must and will report all suspected criminal violations to the appropriate authorities for possible prosecution, and will investigate, address and report, as appropriate, non-criminal violations.
II. Conflicts of Interest A conflict of interest can occur or appear to occur in a wide variety of situations. Generally speaking, a conflict of interest occurs when an employeeâs or an employeeâs immediate familyâs personal interest interferes with, has the potential to interfere with, or appears to interfere with the interests or business of the Company. For example, a conflict of interest could arise that makes it difficult for an employee to perform corporate duties objectively and effectively where he/she is involved in a competing interest. Another such conflict may occur where an employee or a family member receives a gift, a unique advantage, or an improper personal benefit as a result of the employeeâs position at the Company. Because a conflict of interest can occur in a variety of situations, you must keep the foregoing general principle in mind in evaluating both your conduct and that of others.
Employees are prohibited from trading in securities while in possession of material inside information. Among other things, trading while in possession of material inside information can subject the employee to criminal or civil penalties. The Companyâs policy on insider trading is incorporated by reference into this Code.
Outside Activities/Employment Any outside activity, including employment, should not significantly encroach on the time and attention employees devote to their corporate duties, should not adversely affect the quality or quantity of their work, and should not make use of corporate equipment, facilities, or supplies, or imply (without the Companyâs approval) the Companyâs sponsorship or support. In addition, under no circumstances are employees permitted to compete with the Company, or take for themselves or their family members business opportunities that belong to the Company that are discovered or made available by virtue of their positions at the Company. Employees are prohibited from taking part in any outside employment without the Companyâs prior approval.
Civic/Political Activities Employees are encouraged to participate in civic, charitable or political activities so long as such participation does not encroach on the time and attention they are expected to devote to their company-related duties. Such activities are to be conducted in a manner that does not involve the Company or its assets or facilities, and does not create an appearance of Company involvement or endorsement.
Loans to Employees The Company will not make loans or extend credit guarantees to or for the personal benefit of officers, except as permitted by law. Loans or guarantees may be extended to other employees only with Company approval.
III. Fair Dealing Each employee should deal fairly and in good faith with the Companyâs customers, suppliers, regulators, business partners and others. No employee may take unfair advantage of anyone through manipulation, misrepresentation, inappropriate threats, fraud, abuse of confidential information, or other related conduct.
IV. Proper Use of Company Assets Company assets, such as information, materials, supplies, time, intellectual property, facilities, software, and other assets owned or leased by the Company, or that are otherwise in the Companyâs possession, may be used only for legitimate business purposes. The personal use of Company assets, without Company approval, is prohibited.
V. Delegation of Authority Each employee, and particularly each of the Companyâs officers, must exercise due care to ensure that any delegation of authority is reasonable and appropriate in scope, and includes appropriate and continuous monitoring. No authority may be delegated to employees who the Company has reason to believe, through the exercise of reasonable due diligence, may have a propensity to engage in illegal activities.
VI. Handling Confidential Information Employees should observe the confidentiality of information that they acquire by virtue of their positions at the Company, including information concerning customers, suppliers, competitors, and other employees, except where disclosure is approved by the Company or otherwise legally mandated. Of special sensitivity is financial information, which should under all circumstances be considered confidential except where its disclosure is approved by the Company, or when it has been publicly available in a periodic or special report for at least two business days.
VII. Handling of Financial Information U.S. federal law requires the Company to set forth guidelines pursuant to which the principal executive officer and senior financial employees perform their duties. Employees subject to this requirement include the principal executive officer, the principal financial officer, comptroller or principal accounting officer, and any person who performs a similar function. However, the Company expects that all employees who participate in the preparation of any part of the Companyâs financial statements follow these guidelines:
The foregoing are set forth as guidelines for the principal executive officer and financial employees but, are, in fact, statements of mandatory conduct. It is also important to note that U.S. federal law requires that any waiver of, or amendment to the requirements in this Section VII will be subject to public disclosure.
- Act with honesty and integrity, avoiding violations of the code, including actual or apparent conflicts of interest with the Company in personal and professional relationships.
- Disclose to the Internal Auditor any material transaction or relationship that reasonably could be expected to give rise to any violations of the code, including actual or apparent conflicts of interest with the Company.
- Provide the Companyâs other employees, consultants, and advisors with information that is accurate, complete, objective, relevant, timely, and understandable.
- Endeavour to ensure full, fair, timely, accurate, and understandable disclosure in the Companyâs periodic reports.Â
Comply with rules and regulations of various countries, state, provincial and local governments, and other appropriate private and public regulatory agencies.
- Â Act in good faith, responsibly, and with due care, competence and diligence, without misrepresenting material facts or allowing your independent judgment to be subordinated.
- Respect the confidentiality of information acquired in the course of your work except where you have Company approval or where disclosure is otherwise legally mandated. Confidential information acquired in the course of your work will not be used for personal advantage.
- Share and maintain skills important and relevant to the Companyâs needs.
- Proactively promote ethical behaviour among peers in your work environment.
- Achieve responsible use of and control over all assets and resources employed or entrusted to you.
- Record or participate in the recording of entries in the Companyâs books and records that are accurate to the best of your knowledge.
VIII. Ethics Hotline and Whistleblower Program To report any violations of the Code of Conduct of the Company, including but not limited to operations, accounting, internal controls and any suspicion of frauds, either of the following methods may be used:
- Â You may call the whistleblower hotline on + 30 210 62 500 17 and leave a voice message with the answering service. You may choose to remain anonymous, however, it will not be possible to obtain follow-up details necessary to investigate the matter. In either case, the information will be kept strictly confidential, thus there should be no fear of any form of retaliation.Â Â
The whistleblower hotline answering service is accessible only to the Chairman of the Audit Committee.
- You may also report violations in writing and drop them off in the Whistleblower mailbox located on the ground floor of the Companyâs premises.
The mailbox is accessible only to the Internal Auditor of the Company.