WHISTLEBLOWER PROTECTION POLICY AND CODE OF ETHICS
FORSTER
DRILLING CORPORATION
WHISTLEBLOWER
PROTECTION POLICY AND
CODE
OF ETHICS
INTRODUCTION
Forster
Drilling Corporation (with its controlled subsidiaries, the “Company”) is
committed to providing a workplace which is conducive to open discussion of
its
business practices. It is Company policy to comply with all applicable laws
that
protect employees against unlawful discrimination or retaliation by their
employer as a result of their lawfully reporting information regarding, or
their
participating in, investigations involving alleged corporate fraud or other
alleged violations by the Company or its agents of federal or state law. The
Board of Directors has adopted a Whistleblower Protection Policy to reflect
this
policy.
The
Company is committed to operating its business with honesty and integrity.
To
promote compliance with all applicable laws, rules and regulations, the Board
of
Directors has adopted a Code of Ethics that reiterates the standards of conduct
and ethical behavior that we have always expected of our directors, officers
and
employers (collectively, “Associates” and individually, an “Associate”).
However, the Code of Ethics is only one aspect of our commitment. Other Company
policies and procedures are issued by the Company from time to time, and all
Associates must also be familiar with and comply with such other policies and
procedures.
WHISTLEBLOWER
PROTECTION POLICY
Federal
laws prohibit retaliatory action by public companies against their employees
who
take certain lawful actions when they suspect wrongdoing on the part of their
employer. In furtherance of the Company’s obligations under federal law, neither
the Company nor any of our officers, employees, contractors, subcontractors
or
agents, may discharge, demote, suspend, threaten, harass, or in any other manner
discriminate against an employee because of any lawful act done by the employee
to:
(a) |
provide
information to or otherwise assist in an investigation by a federal
regulatory or law enforcement agency, any member of Congress or committee
of Congress, or any person with supervisory authority over the employee
(or such other person working for the Company who has the authority
to
investigate, discover or terminate an employee), where such information
or
investigation relates to any conduct that the employee reasonably
believes
constitutes a violation of federal mail fraud, wire fraud, bank fraud
or
securities fraud laws, any Securities & Exchange Commission (the
“SEC”) rule or regulation, or any other federal law relating to fraud
against shareholders; or
|
(b) |
file,
testify, participate in, or otherwise assist in a proceeding relating
to
alleged violations of any of the federal fraud or securities laws
described in (a) above.
|
CODE
OF ETHICS
The
following rules constitute the Company’s Code of Ethics (the “Code”). This Code
is intended to aid Associates in making ethical and legal decisions when
conducting Company business and performing their day-to-day duties. As used
herein, the principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions are
sometimes also referred to as the “Senior Financial Officers”.
This
Code
has been reasonably designed to deter wrongdoing and to promote:
· |
honest
and ethical conduct, including the ethical handling of actual and
apparent
conflicts of interest between personal and professional
relationships;
|
· |
full,
fair, accurate, timely, and understandable disclosure in reports
and
documents that the Company files with, or submits to, the SEC and
in other
public communications made by the
Company;
|
· |
compliance
with applicable governmental laws, rules and
regulations;
|
· |
the
prompt internal reporting to an appropriate person or persons identified
in the Code of violations of the Code;
and
|
· |
accountability
for adherence to the Code.
|
The
Company expects Associates to act in a responsible manner that preserves the
Company’s reputation for honesty, integrity and the highest professional ethics.
This Code will not contain the answer to every situation an Associate may
encounter or every concern about conducting business ethically and legally.
If
you feel uncomfortable about a situation or have any doubts about whether it
is
consistent with the Company’s ethical standards, seek help by following the
procedures set forth in this Code.
This
Code
is a statement of certain fundamental principles, policies and procedures that
govern Associates in the conduct of the Company’s business. It is not intended
to and does not create any rights in any employee, customer, supplier,
competitor, shareholder or any other person or entity.
Associates
generally have other legal and contractual obligations to the Company. This
Code
is not intended to reduce or limit the other obligations that you may have
to
the Company. Instead, the standards in this Code should be viewed as the minimum
standards that the Company expects from Associates in the conduct of the
Company’s business.
I. Standards
of Conduct
A. |
Honest
and Candid Conduct
|
Associates
are expected to act and perform their duties ethically and honestly with the
utmost integrity. Honest conduct is considered to be conduct that is free from
fraud or deception. Ethical conduct is considered to be conduct conforming
to
accepted professional standards of conduct. Ethical conduct includes the ethical
handling of actual or apparent conflicts of interest between personal and
professional relationships as discussed below.
A
conflict of interest exists when an individual’s private interest interferes or
appears to interfere with the interests of the Company. A conflict of interest
can arise when an Associate takes actions or has interests that may make it
difficult to perform his or her Company work objectively and effectively. For
example, a conflict of interest would arise if an Associate, or a member or
his
or her family, receives improper personal benefits as a result of his or her
position in the Company. While it is not possible to describe every situation
in
which a conflict of interest may arise, Associates must never use or attempt
to
use their position with the Company to obtain improper personal benefits.
C. |
Accuracy
of Financial Reports and Other Public
Communications
|
The
Company, as a public company, is subject to various securities laws, regulations
and reporting obligations. Both federal law and our policies require the
disclosure of accurate and complete information regarding the Company’s
business, financial condition and results of operations which may be filed
with,
or submitted to, the SEC and other regulators or disseminated publicly.
Inaccurate, incomplete or untimely reporting will not be tolerated and can
severely damage the Company and result in legal liability.
Senior
Financial Officers are responsible for ensuring that the disclosure in the
Company’s periodic reports is full, fair, accurate, timely and understandable.
In doing so, Senior Financial Officers shall take such action as is reasonably
appropriate to (i) establish and comply with disclosure controls and procedures
and accounting and financial controls that are designed to ensure that material
information relating to the Company is made known to them; (ii) confirm that
the
Company’s periodic reports comply with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and (iii) ensure that information
contained in the Company’s periodic reports fairly presents in all material
respects the financial condition and results of operations of the
Company.
D. |
Compliance
with Laws and Regulations
|
It
is the
Company’s policy to comply with all applicable laws, rules, and regulations. It
is the personal responsibility of each Associate to adhere to the standards
and
restrictions imposed by those laws, rules, and regulations. In performing his
or
her duties, each Associate will endeavor to comply, and take appropriate action
within his or her areas of responsibility to cause the Company to comply, with
applicable governmental laws, rules, and regulations.
II. Compliance
Procedures
A. |
Monitoring
Compliance and Disciplinary
Action
|
The
Company’s management, under the supervision of its Board of Directors or a
committee thereof, or, in the case of accounting, internal accounting controls
or auditing matters, the Audit Committee (the Audit Committee shall be the
Company’s Board of Directors unless and until a separate Audit Committee is
constituted), shall take reasonable steps from time to time to (i) monitor
compliance with the Code, including the establishment of monitoring systems
that
are reasonably designed to investigate and detect conduct in violation of the
Code, and (ii) when appropriate, impose and enforce appropriate disciplinary
measures for violations of the Code.
Disciplinary
measures for violations of the Code may include, but are not limited to, oral
or
written reprimands, warnings, counseling, probation or suspension with or
without pay, demotions, reductions in salary, termination of employment or
service and restitution, disciplinary action, including
termination.
Management
of the Company shall periodically report to the Board of Directors or a
committee thereof on these compliance efforts including, without limitation,
periodic reporting of alleged violations of the Code and the actions taken
with
respect to any such violation.
B. |
Reporting
Illegal or Unethical
Behavior
|
Associates
are required to act proactively by asking questions, seeking guidance and
reporting suspected violations of the Code and other policies and procedures
of
the Company, as well as any violation or suspected violation of applicable
law,
rule or regulation arising in the conduct of the Company’s business or occurring
on the Company’s property. If any Associate believes that actions have taken
place, may be taking place, or may be about to take place that violate or would
violate the Code, he or she is obligated to bring the matter to the attention
of
the Company. The best starting point for an Associate seeking advice on
ethics-related issues or reporting potential violations of the Code will usually
be his or her supervisor. However, if the conduct in question involves his
or
her supervisor, if the Associate has reported the conduct in question to his
or
her supervisor and does not believe that he or she has dealt with it properly,
or if the Associate does not feel that he or she can discuss the matter with
his
or her supervisor, the Associate should raise the matter, in
writing,
with
the Board of Directors.
C. |
Procedures
for Submitting Concerns about Accounting, Internal Accounting Controls
or
Auditing Matters
|
The
Company is committed to achieving compliance with all applicable laws and
regulations relating to accounting standards and audit practices. The Company’s
Audit Committee is responsible for overseeing treatment of complaints regarding
these matters. In order to facilitate the reporting of accounting and audit
related violations by Associates, the Audit Committee has established the
following procedures for the confidential, anonymous submission of concerns
regarding questionable accounting and auditing matters. If an Associate is
not
sure if the matter he or she is concerned about relates to accounting or
auditing matters, the Associate should ask his or her supervisor or contact,
in
writing,
the
Board of Directors.
If
you
have, at any time, concerns regarding questionable accounting or auditing
matters relating to the Company, immediately notify the Audit Committee in
writing at the following address:
Forster
Drilling Corporation
Attn:
Audit Committee
6371
Richmond Avenue, Suite 275
Houston,
Texas 77056
You
can
be assured that any information will be treated in a confidential manner, except
to the extent necessary (i) to conduct a complete and fair investigation, or
(ii) for review of Company operations by the Company’s Board of Directors, its
Audit Committee or the Company’s independent public accountants and the
Company’s counsel. If you wish to remain anonymous, it is not necessary that you
give your name or position in any notification. Whether you identify yourself
or
not, in order that a proper investigation can be conducted, please give us
as
much information as you can, sufficient to do a proper investigation, including
where and when the incident occurred, names and titles of the individuals
involved and as much other detail as you can provide.
D. |
Policy
Against Retaliation
|
The
Company will not permit any negative or adverse actions to be taken against
any
Associate who in good faith reports a possible violation of this Code of Ethics,
including any concerns regarding questionable accounting or auditing matters,
even if the report is mistaken, or against any Associate who assists in the
investigation of a reported violation. Retaliation in any form will not be
tolerated. Any act of alleged retaliation should be reported immediately and
will be promptly investigated.
E. |
Amendments
and Waivers of the Code
|
No
waiver
of any provisions of this Code for the benefit of a director or an executive
officer (which includes without limitation, the Senior Financial Officers)
shall
be effective unless (i) approved by the Board of Directors or, if permitted,
a
committee thereof, and (ii) if required, such waiver is promptly disclosed
to
the Company’s shareholders in accordance with applicable United States
securities laws and/or the rules and regulations of any exchange upon which
the
Company’s securities are traded.
Any
waivers of the Code for other Associates may be made by the Chief Executive
Officer, the Board of Directors, or if permitted, a committee of the Board
of
Directors.
Any
amendments to this Code must be approved by the Board of Directors or a
committee thereof and, if applicable must be promptly disclosed to the Company’s
shareholders in accordance with applicable United States securities laws and/or
the rules and regulations of any exchange upon which the Company’s securities
are traded.
This
Whistleblower Protection Policy and Code of Ethics was adopted by the Board
of
Directors and became effective as of October 3, 2006.