codeofethics.htm
Exhibit 14
Hallador
Energy Company
Code
of Conduct
Introduction
Our Board of Directors
(the "Board") has adopted the following Code of Conduct (this "Code") for
members of the Board, our officers and employees. This Code is intended to focus
such persons on areas of ethical risk, provide guidance and to help them
recognize and deal with ethical issues, provide mechanisms to report unethical
conduct and help foster honest and ethical conduct. Each director, officer and
employee must comply with the letter and spirit of this Code. This Code
addresses each of you.
No
code or policy can anticipate every situation that may arise. Accordingly, this
Code is intended to serve as a source of guiding principles for directors,
officers and employees. If any aspect of this Code is unclear to you as an
employee, or if you have any questions or face dilemmas that are not addressed,
you should confer with your supervisor.
We
reserve the right to amend or rescind this Code or any portion of it at any time
and to adopt different policies and procedures at any time. In the event of any
conflict or inconsistency between this Code and any other materials distributed
by us, this Code shall govern. If a law conflicts with a policy in this Code,
you must comply with the law.
If
you are in, or aware of, a situation that you believe may violate or lead to a
violation of this Code, follow the guidelines described in this
Code.
Conflict
of Interest
A
"conflict of interest" occurs when your private interest interferes in any way,
or appears to interfere, with our interests as a whole. Conflicts of interest
arise when you or your immediate family receives improper personal benefits,
financial or otherwise, as a result of your position with us. You must avoid
conflicts of interest with us.
It
is impossible to enumerate all the situations in which potential conflicts of
interest might arise. This Code does not attempt to describe all possible
conflicts of interest that could develop. Some of the more common conflicts from
which you must refrain, however, are set out below:
• Loans.
We will not make any personal loans or extensions of credit to you or your
family members, or become contingently liable for your debts or those of your
family. Consistent with this practice, you may not borrow from (or loan to) any
person or entity that competes with us or which we have or propose to enter into
an investment, business or contractual relationship, except normal and customary
financial services from banks or other financial institutions.
• Relationships
of with third parties. You may not engage in any conduct or activity that is
inconsistent with our best interests or that disrupts or impairs our
relationship with any person or entity with which we have or propose to enter
into an investment, business or contractual relationship. Additionally, you may
not speculate or trade in the securities of, or otherwise acquire an interest
in, an entity with which we, to your knowledge, is negotiating or contemplating
negotiating for a merger or acquisition.
• Compensation.
You and your family members may not accept compensation, in any form, for
services performed for us from any source other than us. Additionally, officers
and employees may not take an active interest in, or be employed by, any outside
business, while an exempt employee of ours
•Gifts. The purpose of business
entertainment and gifts in a commercial setting is to create goodwill and sound
working relationships, not to gain unfair advantage with customers. No gift or
entertainment should ever be directly or indirectly offered, given, provided or
accepted by you or a member of your family to or from any customer, supplier or
competitor of ours unless it:
b:
is consistent with customary business practices,
c: is
not excessive in value,
d: cannot
reasonably be construed as a bribe or payoff, and
e: does
not violate any laws or regulations
Please discuss with
Andy Bishop, our CFO, any gifts or proposed gifts that you are not certain are
appropriate.
For purposes of
this Code, "family members" include your family members who reside with you,
anyone else who lives in your household and any family member who does not live
in your household but whose transactions in our securities are directed by you
or are subject to your influence or control (such as a parent or child who
consults with you before he or she trades in our securities).
Insider
Trading
Directors, officers
and employees who have access to confidential information are not permitted to
use or share that information for stock trading purposes or for any other
purpose except the conduct of our business. All non-public information about us
should be considered confidential information. To use non-public information for
personal financial benefit or to "tip" others who might make an investment
decision on the basis of this information is not only unethical but also
illegal. Please consult our policy on insider trading for additional policies
related hereto.
Corporate
Opportunities
You owe a duty to
us to advance our legitimate interests when the opportunity to do so arises.
When an opportunity that relates to our business has been presented to you as a
result of your relationship with us or our agents, you are prohibited from (a)
taking for yourself personally opportunities that are discovered through the use
of our property or information, or your position with us, (b) using our
property, information or position for personal gain, or (c) personally competing
with us, directly or indirectly, for business opportunities. However, if it has
been determined that we will not pursue an opportunity presented to us, you may
pursue such opportunity if such involvement is fully disclosed to our Board and
does not interfere with the fulfillment of your responsibilities to
us.
Record-Keeping
We require honest
and accurate recording and reporting of information in order to make responsible
business decisions. All of our books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect our
transactions and must conform both to applicable legal requirements and to our
system of internal controls. Periodic and other reports (financial and
otherwise) to federal, state and local government agencies must present a full,
fair, accurate, timely and understandable disclosure by us. Business records and
communications should avoid exaggeration, derogatory remarks, guesswork or
inappropriate characterizations of people and companies. This applies equally to
e-mail, internal memoranda and formal reports. Records should always be retained
or destroyed according to our record retention policies.
Confidentiality
You must maintain
the confidentiality of information entrusted to you by us, and any other
confidential information about us that comes to you, from whatever source, in
your capacity as a director, officer or employee except when disclosure is
authorized or required by laws or regulations. Confidential information includes
all non-public information that might be of use to competitors or harmful to us,
if disclosed.
Protection
and Proper Use of Our Assets
You should endeavor
to protect our assets and ensure their efficient use. Theft, carelessness and
waste of assets have a direct impact on our profitability. All of our assets are
to be used only for legitimate business purposes, though incidental personal use
may be permitted.
Compliance
with Laws, Rules and Regulations
You shall comply
with all laws, rules and regulations applicable to us. Specifically, and without
limitation, you shall provide full, fair, accurate, timely and understandable
disclosure in reports that we file, or submits to, the SEC and in other public
communications made by us.
Waivers
of this Code of Conduct
Changes in or
waivers of this Code may be made only by the Board or, in the case of any change
in or waiver of this Code for any of the officers, only by the independent
directors on the Board. All changes in or waivers of this Code for officers will
be promptly disclosed as required by law or applicable regulations.
Encouraging
the Reporting of any Illegal or Unethical Behavior
Directors, officers
and employees should promote ethical behavior and take steps to create a working
environment that (a) encourages employees to talk to supervisors, managers and
other appropriate personnel when in doubt about the best course of action in a
particular situation, (b) encourages employees to report violations of laws,
rules, regulations or this Code to appropriate personnel and (c) fosters the
understanding among employees that we will not permit retaliation for reports
made in good faith.
Failure
to Comply; Compliance Procedures
Your failure to
comply with the laws or regulations governing our business, this Code or any
other policy or requirement may result in disciplinary action including
termination of employment, and, if warranted, legal proceedings.
We
must all work to ensure prompt and consistent action against violations of this
Code. However, in some situations, it is difficult to know right from wrong.
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:
• Make sure you have
the facts. In order to reach the right solutions, we must be as fully informed
as possible.
• Ask yourself: What
specifically am I being asked to do? Does it seem unethical or improper? This
will enable you to focus on the specific question you are faced with, and the
alternatives you have. Use your judgment and common sense.
• Clarify your
responsibility and role. In most situations, there is shared responsibility. Are
your colleagues informed? It may help to get others involved and discuss the
problem.
• Usually employees
should discuss problems with their supervisors. This is the basic guidance. In
many cases, your supervisor will be more knowledgeable about the question, and
will appreciate being brought into the decision-making process. Remember that it
is your supervisor's responsibility to help solve problems. In the case where it
may not be appropriate to discuss a complaint or concern with your supervisor,
or where you do not feel comfortable approaching your supervisor with your
complaint or concern, you may discuss it with Andy Bishop, CFO. If
you prefer to submit your questions or concerns in writing or on a confidential
and/or anonymous basis, forward them either:
•
|
to Andy
Bishop at 1660 Lincoln Street, Suite 2700, Denver,
CO 80264-2701 or via email at wabishop@halladorenergy.com
or 303-839-5504 ext
315; or
|
through our
toll-free twenty-four hour service:
Primary
URL: http://www.openboard.info/hpco/
Primary
Email: hpco@openboard.info
Primary
Phone: 866-229-6923
Written concerns or
complaints that are not anonymously submitted will be acknowledged in
writing.
• You may report
violations in confidence and without fear of retaliation. If your situation
requires that your identity be kept secret, your anonymity will be protected. We
do not permit retaliation or retribution of any kind against employees for good
faith reports of ethical violations.
• Always ask first,
act later: If you are unsure of what to do in any situation, seek guidance
before you act.
• If you tell us in
advance of a potential situation then it is our problem; however, it you tell us
after the fact then it is your problem.
Adopted April 16, 2010
Effective May 19, 2010