CODE OF BUSINESS CONDUCT AND ETHICS
ADOPTED BY THE BOARD OF DIRECTORS
30 June 2011
This Code of Business Conduct and Ethics (the “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees (including officers) and directors (“Covered Persons”) of Samson Oil & Gas Limited and its subsidiaries (the “Company”). The standards set forth in this Code are linked closely to our corporate vision, strategies and values. All Covered Persons must conduct themselves accordingly and seek to avoid even the appearance of improper behavior.
If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.
The integrity, reputation and profitability of the Company ultimately depend upon the individual actions of our employees, directors, representatives, agents and consultants.
It is the policy of the Company and its subsidiaries to comply with all applicable laws and to adhere to ethical standards in the conduct of our business. Each Covered Person is expected to read and understand this Code, uphold these standards in daily activities and take personal responsibility for compliance with all applicable policies and procedures.
Those who violate the standards in this Code will be subject to disciplinary action, up to and including termination of employment. The guidelines in this Code are neither exclusive nor comprehensive. Because the business and legal environment in which the Company operates is complex, it would be impossible to formulate a single policy that would govern all possible situations. Covered Persons are expected and required to comply with the letter and the spirit of all applicable laws and policies, whether or not specifically addressed within this Code. If you are in a situation which you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 14 of this Code.
1. Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which this Company's ethical standards are built. All Covered Persons must respect and obey the laws of the cities, states and countries in which we operate. The Company is subject to legal requirements that are both numerous and complex. All Covered Persons should understand those laws that apply to them in the performance of their jobs and take steps to ensure that the Company‟s operations with which they are involved are conducted in conformity with those laws. The failure of Covered Persons to adhere to the letter and the spirit of the law could result in both personal and corporate criminal liability. Each Covered Person is personally responsible for complying with the law.
This Code does not summarize all laws, rules and regulations applicable to the Company and Covered Persons. Covered Persons are reminded that other Company policies, including its Insider Trading Policy, provide more specific guidance with respect to particular areas of law. If you have a concern about the legality of any matter, you are responsible for consulting with the Compliance Officer before any potentially illegal acts have taken place.
2. Conflicts of Interest
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 a Covered Person takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when a Covered Person, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company.
Some scenarios that may pose potential conflict of interest problems include, but are not limited to, the following:
Each of the foregoing actions is prohibited, except (i) with the express approval of Audit Committee of the Board in the case of officers and directors and (ii) in all other instances, with the express approval of the Compliance Officer. Each Covered Person has an obligation to promptly notify the Compliance Officer in writing of any situation that may involve an actual or apparent conflict of interest, including any conflict that is not specifically listed above. In particular, each Covered Person is obligated to report potential conflict of interest situations that may arise with respect to members of the Covered Person‟s family, including the person‟s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares the person‟s home.
3. Securities Laws and Insider Trading
It is against Company policy for any individual to profit from material undisclosed information relating to the Company or any company with which the Company does business. If a Covered Person is in possession of material inside information that the Company has not yet disclosed to the public, he or she may not purchase or sell any of the securities of the Company or "tip" others to trade in Company stock. Material inside information is defined as facts that have not been disclosed to the public that would influence a reasonable investor‟s decision to buy or sell a company‟s stock or other securities. Also, if a Covered Person has inside or unpublished knowledge about any of the Company's public-company suppliers, customers or any other public company that the Company does business with, he or she may not purchase or sell securities of those companies or tip others to do so.
Insider trading is a crime, and in addition to criminal penalties, the SEC may seek the imposition of a civil penalty of up to three times the profits made or losses avoided from the trading. Insider traders must also disgorge any profits made and are often subjected to an injunction against future violations. Insider traders may further be subjected to civil liability in private law suits.
Moreover, U.S. securities laws provide for penalties not only for those who engage in insider trading, but also for those controlling persons who fail to take appropriate action when they either knew or should have known that persons within their control were violating these rules. Therefore, it is essential that Covered Persons be alert to those situations where others within the Company (particularly those over whom an employee has some supervisory authority) may not be observing the rules of insider trading. We urge you to refer to the Company's Insider Trading Policy and contact the Company's Chief Executive Officer, President or Chief Financial Officer if you are unsure as to whether or not you are free to trade under a particular set of circumstances.
4. Corporate Opportunities
Covered Persons are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No Covered Person may use corporate property, information, or position for improper personal gain, and no Covered Person may compete with the Company directly or indirectly. Covered Persons owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
5. Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each Covered Person should endeavor to respect the rights of and deal fairly with the Company's customers, suppliers, competitors and employees. No Covered Person should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.
The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Covered Person, family member of a Covered Person unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff, and (5) does not violate any laws or regulations. Covered Persons may provide entertainment and gifts that are reasonable in the context of the Company‟s business. Please discuss with your supervisor any entertainment and gifts or proposed entertainment and gifts which you are not certain are appropriate.
Covered Persons may accept transportation and lodging provided by a Company supplier or other third party, if the trip is for business and is reasonable and appropriate. Unless prohibited by law or, to your knowledge, the policy of the recipient‟s organization, the Company may pay for transportation and lodging expenses incurred by customers, agents or suppliers in connection with a visit to a Company facility or other Company business. The visit must be for a business purpose. Please discuss with your supervisor any travel or lodging issues for which you are not certain are appropriate.
6. Discrimination and Harassment
The Company is committed to treating all employees with honesty, fairness and respect, and providing a safe and healthy work environment. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. Covered Persons are to report harassment to the Compliance Officer when it occurs.
7. Health and Safety
The Company strives to provide to each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.
Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.
The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.
Many to the Covered Persons regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor.
All of the Company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's 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 law or regulation.
Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to the Company's record retention policies. In accordance with those policies, in the event of litigation or governmental investigation please consult the Compliance Officer.
9. Public Reporting.
The Company's filings with the Securities and Exchange Commission, Australian Stock Exchange and other public communications must be full, fair, accurate, timely, and understandable. Depending on his or her position with the Company, Covered Persons may be called upon to provide necessary information to assure that the Company's public reports are complete, fair and understandable. The Company expects Covered Persons to take this responsibility very seriously and to provide prompt accurate answers to inquiries related to the Company's public disclosure requirements.
Each Covered Person must promptly bring to the attention of their supervisor or the Compliance Officer any material information of which that an Covered Person may become aware that affects the disclosures made by the Company in its public filings or otherwise, and to otherwise assist the Company in fulfilling its disclosure responsibilities. For the purposes of this Code, the term “material information” means information that an investor or potential investor could consider important in making a decision whether to trade in securities of the Company. Each Covered Person should also follow the Whistleblower Policy attached as Exhibit A hereto in connection with any matters regarding accounting, internal accounting controls, or auditing matters.
Covered Persons must maintain the confidentiality of material, nonpublic information entrusted to them by the Company or its suppliers or customers, except when disclosure is expressly authorized by the Compliance Officer or is legally mandated. Covered Persons should consult the Compliance Officer if they believe they have a legal obligation to disclose confidential information. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.
11. Protection and Proper Use of Company Assets
All Covered Persons should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.
The obligation of Covered Persons to protect the Company's assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties. The obligation not to disclose the Company's confidential or proprietary information continues for a period of two years after employment with the Company terminates, unless otherwise specifically provided in writing.
12. Payments to Government Personnel
The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.
All Covered Persons acting on behalf of the Company must fully comply with the provisions of the FCPA. Compliance is a condition of employment or association with the Company. Interpreting the FCPA is not a simple task. There are times when situations fall into the “grey areas” of the FCPA. If you have any questions regarding the FCPA or a request for payment, contact the Compliance Officer.
In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. The Compliance Officer can provide guidance to you in this area.
13. Waivers of the Code of Business Conduct and Ethics
Any waiver of this Code for executive officers or directors may be made only by the Board or a Board committee and will be promptly disclosed as required by law or stock exchange regulation.
14. Reporting any Illegal or Unethical Behavior
Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and 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 made in good faith by Covered Persons. Covered Persons are expected to cooperate in internal investigations of misconduct.
Employees must read the Company‟s Employee Complaint Procedures for Accounting and Auditing Matters attached as Exhibit A, which describes the Company‟s procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters. Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.
15. Compliance Procedures
We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:
The Company's Chief Financial Officer, serves as the Compliance Officer of the Company with respect to this Code.
Reports of potential violations of applicable legal, regulatory and stock exchange requirements relating to corporate reporting and disclosure, accounting and auditing controls and procedures, securities compliance and other matters pertaining to fraud, or internal policies relating to those matters, should be made pursuant to the Company‟s Whistleblower Policy attached as Exhibit A hereto. Such reports shall be resolved in accordance with the procedures specified in the Company's Whistleblower Policy.
16. Violations of the Code
Violations of the code will not be tolerated by the Company. Reported violations or apparent violations will be reviewed by Company management and appropriate disciplinary action will be taken, up to and including termination of employment or services with the Company. Certain violations may result in civil and/or criminal penalties.
The Acknowledgement Form attached as Exhibit B is required to be completed by all Company personnel acknowledging understanding of and compliance with the Code. Please return the form to the Compliance Officer.
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Whistleblower Policy on Reporting of Accounting, Auditing and Securities Law Compliance Matters
The Corporation’s Commitment
Samson Oil & Gas Limited (the “Corporation”) is committed to maintaining the highest standards of business conduct and ethics in its accounting standards and disclosures, internal accounting controls, and audit practices. It is the policy of the Corporation to comply with and require its directors, officers, and employees to comply with all applicable legal and regulatory requirements relating to corporate reporting and disclosure, accounting and auditing controls and procedures, securities law compliance and other matters pertaining to fraud against shareholders. The Corporation‟s internal controls and corporate reporting and disclosure procedures are intended to prevent, deter and remedy any violation of the applicable laws and regulations that relate to these matters.
Even the best systems of control and procedures, however, cannot provide absolute safeguards against such violations. The Corporation has a responsibility to investigate and, if required, report to appropriate governmental authorities, any violations relating to these and other matters pertaining to fraud against shareholders, and the actions taken by the Corporation to remedy such violations. Every employee has the responsibility to assist the Corporation in meeting this responsibility. Other interested parties are also asked to assist the Corporation in remaining alert to any violation of its policies in regard to those matters.
Purpose of the Policy
This policy governs the process through which employees and others, either directly or anonymously, can notify the Audit Committee of the Corporation‟s Board of Directors of potential violations or concerns. In addition, this policy establishes a mechanism for responding to, and keeping records of, complaints from employees and others regarding such potential violations or concerns.
I. Employee Obligation to Report Violations
If an employee reasonably believes that any Corporation employee or other person acting on behalf of the Corporation has committed any act of theft or fraud, or violated any legal or regulatory requirements or internal policy relating to accounting standards and disclosures, internal accounting controls, or matters related to the internal or external audit of the Corporation‟s financial statements, the employee should immediately report their concern in the manner described below.
II. Procedure for Violations or Concerns
Any employee or other person who wishes to report a violation of policy should report such violation to Keith Skipper (Audit Committee Member) or Robyn Lamont (Chief Financial Officer) Reports may be made by mail, electronic mail or telephone and may be made anonymously, as follows:
By mail addressed to :
Mr Skipper or Ms Lamont will receive and review all reports, preliminarily determine whether the subject of the report is within the scope of this Policy and immediately forward to the Chairman of the Audit Committee of the Board of Directors (the “Chairman”) all reports that are determined to be covered by this Policy. They will also (1) acknowledge receipt of all reports received from persons who identify themselves; (2) report at least monthly to the Chairman all reports received, and the disposition of any reports not determined to be covered by this Policy; and (3) maintain a record of all reports received, which shall include information as to the disposition of the report, whether it was investigated, by whom and the outcome of the investigation and such other information as the Audit Committee may request.
The Audit Committee is composed entirely of directors of the Corporation who are independent of the officers and management of the Corporation. The Audit Committee is solely responsible for investigating and responding to reports of violations regarding accounting standards and disclosures, internal accounting controls, or matters related to the internal or external audit of the Corporation‟s financial statements.
Reports of alleged violations may be submitted to the Audit Committee anonymously. Although anonymous reports may be submitted via any of the above methods, reports submitted by e-mail or telephone are less likely to remain anonymous and confidential than those submitted in writing and delivered by mail. All reports of alleged violations, whether or not they were submitted anonymously, will be kept in strict confidence to the extent possible, consistent with the Corporation‟s need to conduct an adequate investigation.
Reports of alleged violations should be factual, rather than speculative or conclusory, and should contain as much specific detail as possible to allow for proper assessment. The report describing an alleged violation or concern should be candid and should set forth all of the information that the reporting person knows regarding the allegation or concern. In addition, it should contain sufficient corroborating information to facilitate and support the commencement of an investigation. The Audit Committee may, in its reasonable discretion, determine not to commence an investigation if a report contains only unspecified or broad allegations of wrongdoing without appropriate factual support.
III. Investigation of Reported Violations
Upon receipt of a report alleging a violation of any state or federal law or internal policy regarding accounting standards and disclosures, internal accounting controls, or matters related to the internal or external audit of the Corporation‟s financial statements, the Audit Committee, or a designated member of the Committee, will make a determination as to whether a reasonable basis exists for commencing an investigation into the conduct alleged as a violation. If the Audit Committee or its designated member concludes that an investigation is warranted, it shall take appropriate measures to implement a thorough investigation of the allegations. The Audit Committee shall have the authority to obtain assistance from the Corporation‟s management, counsel or auditors, or to retain separate outside legal or accounting expertise as it deems necessary or desirable in order to conduct the investigation.
At each quarterly meeting of the Audit Committee, all reports of alleged violations will be reported to the full Committee; and the Committee will discuss the status of any ongoing investigation and review the resolution of each report of violation submitted during the previous quarter, whether or not the report resulted in the commencement of a formal investigation.
IV. Corrective Action
The Audit Committee is responsible for determining the validity of each report of violation and for fashioning, with the input of its advisors and Corporation management, if requested, the appropriate corrective action. The Committee will report any legal or regulatory noncompliance to Corporation management and ensure that management takes corrective action including, where appropriate, reporting any violation to relevant governmental authorities.
Any director, officer, or employee deemed to have violated any law, rule or regulation, or any internal policy regarding accounting standards and disclosures, internal accounting controls, or matters related to the internal or external audit of the Corporation‟s financial statements, may be subject to disciplinary action, up to and including termination.
V. No Retaliation.
Employees should feel secure when reporting violations as described above or when assisting in investigations of such alleged violations. The Corporation will not tolerate retaliation or discrimination of any kind by or on behalf of the Corporation and its employees against any employee making a good faith report of, or assisting in the investigation of, any violation of government laws, rules, or regulations or the Corporation‟s Code of Ethics or internal policies regarding accounting standards or disclosures, internal accounting controls, or matters related to the internal or external audit of the Corporation‟s financial statements. The Corporation will take prompt disciplinary action against any employee who retaliates against any person reporting a potential violation under this Policy, up to and including termination of employment.
The Corporation is further committed to maintaining the strict confidentiality of the statements and identity of any person reporting a potential violation, to the maximum extent possible consistent with the need to conduct an adequate investigation.
Attempts to use this Policy‟s procedures to libel, slander or otherwise harm another individual through false accusations, malicious rumors or other irresponsible actions are prohibited and will be treated as violations of this Policy.
VI. Retention of Complaints and Documents
The Audit Committee shall retain all documents and records regarding any complaint for a period of five (5) years.
It is illegal and against the Corporation‟s policy to destroy any corporate audit or other records that may be subject to or related to an investigation by the Corporation or any federal, state or regulatory body.
VII. Compliance With This Policy
All employees must follow the procedures outlined in this policy and cooperate with any investigation initiated pursuant to this policy. Adhering to this policy is a condition of employment. The Corporation must have the opportunity to investigate and remedy any alleged violation and each employee must ensure that the Corporation has an opportunity to undertake such an investigation.
This policy does not constitute a contractual commitment of the Corporation for continued employment or otherwise. This policy should not be construed as preventing, limiting, or delaying the Corporation from taking disciplinary action against any individual, up to and including termination, in circumstances (such as, but not limited to, those involving problems of performance, conduct, attitude, or demeanor) where the Corporation deems disciplinary action appropriate.