Code of Ethics for Senior Financial Officers - Arabian American Development Co.
ARABIAN AMERICAN DEVELOPMENT COMPANY
CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS
(ADOPTED FEBRUARY 13, 2004)
The Board of Directors (the "Board") of Arabian American Development
Company (together with its subsidiaries and affiliates, the "Company") has
adopted this Code of Ethics (the "Code"). The Code applies to the Company's
principal executive officer, principal financial officer, principal accounting
officer and controller, and to persons performing similar functions
(collectively, the "Senior Financial Officers"), and is intended to qualify as a
"code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act of
2002, and the rules and regulations promulgated thereunder.
The Code is designed to deter wrongdoing and to promote (i) honest and
ethical conduct, including the ethical handling of actual or apparent conflicts
of interest between personal and professional relationships, (ii) full, fair,
accurate, timely and understandable disclosure in Securities and Exchange
Commission ("SEC") filings and in other public communications made by the
Company, (iii) compliance with applicable governmental laws, rules and
regulations, (iv) prompt internal reporting to the Board of violations of the
Code and (v) accountability for adherence to the Code.
The Board believes the Code should be an evolving set of conduct and
ethics, subject to alteration as circumstances warrant. Any modifications to or
waiver from the Code may be made only by the Board. The Board will promptly
disclose changes to and waivers from this Code as required by applicable law,
including the rules and regulations promulgated by the SEC.
The Code does not cover every issue that may arise, but it sets out
basic principals to guide the Senior Financial Officers. EACH SENIOR FINANCIAL
OFFICER'S FULL COMPLIANCE WITH THE CODE IS MANDATORY.
I. ETHICAL CONDUCT AND ETHICAL HANDLING OF CONFLICTS OF INTEREST
Each Senior Financial Officer is expected to conduct his or her affairs
with uncompromising honesty and integrity. Each Senior Financial Officer is
required to adhere to the highest moral and ethical standards in carrying out
their duties on behalf of the Company. A Senior Financial Officer of the Company
is expected to be honest and ethical in dealing with all employees of the
Company and third parties.
Each Senior Financial Officer is expected to avoid engaging in
activities that conflict with, or are reasonably likely to conflict with, the
best interests of the Company and its stockholders. Any personal activities,
interests or relationships of a Senior Financial Officer that would or could
negatively influence his or her judgment, decisions or actions to a material
extent, or give rise to the appearance of such negative influence, must be
disclosed to the Board
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or its designee, who will (in consultation with the Board, if appropriate)
determine if there is a conflict and, if so, how to resolve it without
compromising the Company's interests. Prompt and full disclosure is always the
correct first step towards identifying and resolving any potential conflict of
interest or problem. Conflicts of interest will be reviewed by the Board taking
into account the particular circumstances in the context of the Senior Financial
Officer's activities with the Company. In certain limited cases, activities or
relationships giving rise to potential conflicts of interest may be permitted if
the Board determines that they are not to be harmful to the Company. If you have
any doubt about whether a conflict of interest exists, please contact the
Company's legal advisors so that they can help make that determination.
This policy applies not only to each Senior Financial Officer but also
to immediate family members of each Senior Financial Officer, any trust in which
a Senior Financial Officer (or a member of the Senior Financial Officer's
immediate family) has a beneficial interest (and over which he can exercise or
influence decision making) and any person with whom the Senior Financial Officer
(or a member of the Senior Financial Officer 's immediate family) has a
substantial business relationship. An "immediate family member" includes a
person's spouse, parents, children, siblings, parents-in-law, children-in-law,
siblings-in-law and anyone who shares such person's home.
The following list serves as a guide to the types of activities that
might create a conflict of interest, but it is not exclusive:
o Interest in entities transacting business with the Company.
No Senior Financial Officer shall have a financial interest
in an entity that does business with the Company. This
includes, but is not limited to, ownership by a Senior
Financial Officer or any member of his or her immediate
family of more than 5% of the stock either directly or
indirectly in any outside concern that does business with
the Company, except where such interest consists of
securities of a publicly-owned corporation and such
securities are traded on the open market (unless such
investments are of a size as to have influence over such
corporation).
o Loans. Loans to, or guarantees of obligations of Senior
Financial Officers create conflict of interest issues.
Accordingly, no loans will be allowed without the prior
approval of the Board (including the independent directors),
and will only be permitted if allowed by applicable laws.
o Corporate opportunity. Each Senior Financial Officer owes a
duty to the Company to advance its legitimate interests when
the opportunity to do so arises. Consequently, each Senior
Financial Officer is prohibited from taking for themselves
personally (including for the benefit of immediate family
members or friends) opportunities that are discovered
through the use of corporate property, information or
position without the consent of the Board. No Senior
Financial Officer may use corporate property, information or
position for improper personal gain (including for the gain
of immediate family members or friends) and may not compete
with the Company directly or indirectly.
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o Protection and proper use of company assets. All Senior
Financial Officers should protect the Company's assets and
ensure their efficient use. Furthermore, Company equipment
should not be used for non-company business, though
incidental personal use may be permitted. It is important to
remember that theft, carelessness and waste of the Company's
assets have a direct impact on the Company's profitability.
Accordingly, any suspected incident of fraud, theft or
misuse should be immediately reported for investigation.
o Transactions. Senior Financial Officers cannot represent the
Company in any transaction in which the Senior Financial
Officer or any immediate family member has a substantial
interest.
o Relationship with Competitors. Neither a Senior Financial
Officer nor any member of his immediate family should (i)
invest in or serve as a director of a competitor, (ii)
participate in any outside business activity or relationship
with any competitor or (iii) receive any payments from any
competitor.
o Trading. Neither a Senior Financial Officer nor any member
of his immediate family shall trade in any securities
(including any Company securities) or any other kind of
property based on knowledge that comes from his job if that
information has not been reported publicly. It is against
the law to trade or to "tip" others who might make an
investment decision based on inside job information. For
example, using non-public information to buy or sell Company
stock or exercise options to buy Company stock is
prohibited.
II. FULL, FAIR, ACCURATE AND TIMELY DISCLOSURE FOR SEC FILINGS; RECORD
KEEPING
The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. All of the
Company's books, records, accounts and financial statements must be maintained
in reasonable detail, must promptly, completely and accurately reflect the
Company's assets, liabilities and transactions and must conform both to
applicable legal requirements and to the Company's system of internal controls.
Unrecorded or "off the books" funds or assets should not be maintained unless
permitted by applicable laws, rules or regulations. In addition, no undisclosed
or unrecorded fund or asset shall be maintained for any purpose and no
transaction shall be carried out in a manner such that the substance of the
transaction is obscured, nor shall any transaction be recorded improperly. If a
mistake in any information previously disclosed is discovered, such mistake
should immediately be brought to the attention of the Audit Committee of the
Board and, if applicable, the Company's independent auditors or legal advisors.
In order to assist the Board in fulfilling its oversight responsibility
as to the integrity of the Company's financial statements and periodic reports
filed with the SEC, the integrity of the Company's financial reporting and
public disclosure process and the Company's compliance with legal and regulatory
requirements, each Senior Financial Officer must fully, completely, accurately
and timely advise and inform the entire Board and its relevant committees and
the appropriate executive officers of the Company of all material facts and
developments relating to the Company's business and operations.
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The Chief Executive Officer, President, principal financial officer,
principal accounting officer and controller shall read each SEC report and press
release prior to the time it is filed, furnished or issued to the SEC or public,
as applicable. Any inaccuracy or material misstatement in, or the omission of
any information necessary to make the statements made not misleading from, any
SEC filing or press release shall be immediately disclosed to the Audit
Committee of the Board and, if applicable, the Company's auditors.
If you have any concerns with accounting or auditing matters, you
should report them to the Audit Committee of the Board.
III. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
The business of the Company is to be conducted in accordance with
applicable domestic and foreign laws and in accordance with the highest ethical
standards of business conduct. Obeying the law, both in letter and in spirit, is
the foundation on which the Company's ethical standards are built. Each Senior
Financial Officer must respect and obey the applicable domestic and foreign laws
of the jurisdictions in which we operate. If a law conflicts with a policy in
this Code, you must comply with the law; however, if a local custom or policy
conflicts with this Code, you must comply with this Code.
IV. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR OR ACCOUNTING OR AUDITING
CONCERNS
Senior Financial Officers shall consult with the Audit Committee of the
Board (i) about observed illegal or unethical behavior and/or violations of the
Code, (ii) about observed accounting or auditing concerns and/or (iii) when in
doubt about the best course of action in a particular situation. It is the
policy of the Company not to allow retaliation for reports of misconduct by
others or of accounting or auditing concerns, in each case, made in good faith
by employees. Senior Financial Officers are expected to cooperate in internal
investigations of misconduct. If you observe or become aware of illegal or
unethical behavior, violations of the Code or accounting or auditing concerns,
you should report the behavior immediately to the Board. To the extent the
matter has been reported and remains unresolved, you should report the matter to
the Company's Audit Committee and its legal advisors.
V. ACCOUNTABILITY FOR ADHERENCE TO THE CODE
THOSE WHO VIOLATE THE STANDARDS IN THE CODE WILL BE SUBJECT TO
DISCIPLINARY ACTION. DISCIPLINARY ACTION MAY INCLUDE LOSS OF PAY, TERMINATION,
REFERRAL FOR CRIMINAL PROSECUTION AND REIMBURSEMENT TO THE COMPANY OR OTHERS FOR
ANY LOSSES OR DAMAGES RESULTING FROM THE VIOLATION. IF YOU ARE IN A SITUATION
WHICH YOU BELIEVE MAY VIOLATE OR LEAD TO A VIOLATION OF THIS CODE, YOU MUST
CONTACT THE COMPANY'S AUDIT COMMITTEE AS SOON AS PRACTICABLE.
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VI. WAIVERS OF THE CODE
A waiver of, or amendment to, the Code may be made only by the Board
and will be promptly disclosed as required by law, including the rules and
regulations promulgated by the SEC.
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