Attached files
EXHIBIT 14.1
Directors Code of Business
Conduct
BODPOL-CBC-001
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Directors Code
of Business
Conduct
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| STATEMENT OF POLICY | 3 | |
| Purpose and Goals | 3 | |
| 1.0 | SCOPE | 3 |
| 2.0 | POLICY | 3 |
| 2.1 Principles and Practices. | 3 | |
| 3.0 | APPENDIX C: DESIGNATED EMPLOYER REPRESENTATIVE | 5 |
| 4.0 | APPENDIX D: ACKNOWLEDGEMENT AND CERTIFICATION OF RECEIPT OF POLICY | 6 |
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Directors Code
of Business
Conduct
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STATEMENT
OF POLICY
Purpose
and Goals
The
purpose of this policy is to define practices, policies, and procedures within
the Deep Down, Inc. Corporate Organization that conform to internal business
practices, as well as practices and procedures that must comply with state and
federal regulations.
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1.0
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SCOPE
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This Code
of Ethics (“the Code”) for Directors has been adopted by the Board of Directors
of Deep Down, Inc. (“the Company”) to promote honest and ethical conduct and
compliance with applicable laws, rules, regulations and standards. The Board
recognizes that no code of conduct and ethics can replace the thoughtful
behavior of an ethical Director. Such a code, however, can focus attention on
areas of ethical risk, provide guidance to help recognize and deal with ethical
issues, and help to foster a culture of honesty and accountability.
Any
waiver of the Code may be made only by the Board of Directors or a Committee of
the Board, and must be disclosed promptly to shareholders.
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2.0
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POLICY
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2.1
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Principles
and Practices.
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In
performing his or her duties, a Director of Deep Down, Inc. should abide by the
following principles:
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Conflicts of
Interest. Directors
should conduct themselves in an honest and ethical manner and avoid any
actual or apparent conflict of interest. A conflict of interest
occurs when a Director’s private interest interferes, in any way, with the
interests of the Company, and/or makes it difficult to perform his
or her duty objectively and
effectively.
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Directors
should inform the Chairman of the Board and the Chief Executive Officer of the
Company prior to accepting a director or officer position or other affiliation
with a for-profit entity.
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●
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Corporate Opportunities.
Directors should not (a) take for themselves personally opportunities that
are discovered through the use of Company property, information or
position; (b) use Company property, information, or position for personal
gain; or (c) compete with the Company. Directors owe a duty to the Company
to advance its legitimate interests when the opportunity to do so
arises.
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Confidentiality.
Directors should maintain the confidentiality of information
entrusted to them by the Company or its customers, except when disclosure
is authorized or legally mandated. Confidential information
includes all non-public information that might be of use to competitors,
or harmful to the Company or its customers, if
disclosed.
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Fair Dealing. Directors
should endeavor to deal fairly with the Company’s various constituents. No
Director should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair dealing
practice.
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Protection and Proper use of
Company Assets. Directors should protect the Company’s assets and
ensure their efficient use. All Company assets should be used for
legitimate business purposes.
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Compliance with Laws, Rules and
Regulations (including Insider Trading Laws). Directors should
proactively promote compliance with laws, rules and regulations, including
insider trading laws. Insider trading is both unethical and
illegal.
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Encouraging the Reporting of
any Illegal or Unethical Behavior. Directors should proactively
promote ethical behavior. Directors should ensure that the Company
encourages employees to talk to supervisors, managers or other appropriate
personnel when in doubt about the best course of action in a particular
situation. Directors should ensure that the Company has an effective means
for employees to report violations of laws, rules, regulations or the
Company’s Code of Ethics for Management Personnel, including Senior
Financial Officers or its Standards of Conduct. Directors should ensure
that the Company does not allow retaliation for reports made in good faith
and that this is policy communicated to the
employee.
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Annual Certification.
Directors will annually sign a confirmation that they have read and
will comply with this Code.
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Directors Code
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3.0
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APPENDIX
C: DESIGNATED EMPLOYER
REPRESENTATIVE
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Deep Down
policy requires the designation of an “Employer Representative” who will serve
as a central point of contact in the event any interested party(-ies) require
further clarifications or communications concerning aspects of this
policy. The Designated Employer Representative for Deep Down
presenting this Directors Code of Business Conduct Policy is:
Mr. John
Van Hyfte
Corporate
QHSE – HR Manager
Deep
Down, Inc.
8827 West
Sam Houston Parkway N.
Suite
100
Houston,
Texas 77040
Telephone:
+1-281-517-5000
Fax:
+1-281-949-5805
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4.0
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APPENDIX
D: ACKNOWLEDGEMENT AND CERTIFICATION OF RECEIPT OF
POLICY
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POLICY
AWARENESS INFORMATION
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I
have received a copy of the latest Deep Down Directors Code of Business
Conduct Policy (Document Number BODPOL-CBC-001) dated
4/14/2010.
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I
have read or shall read the current Deep Down Directors Code of Business
Conduct Policy BODPOL-CBC-001dated
4/14/2010.
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I
understand that my employer, Deep Down, adheres to all of its policies,
and that I agree to abide by those policies, as well as any new or revised
policies made available to me, as is the right of Deep Down to do from
time to time.
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I
understand that this Deep Down Directors Code of Business Conduct Policy
is not a contract, either expressed or implied, between my employer, Deep
Down, its affiliates, subsidiaries, and me, and unless superseded by an
executed contract, it does not alter the “at will” nature of my employment
with Deep Down or its
subsidiaries.
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I
understand that by my signing this Acknowledgement and Certification of
receipt of Policy and associated information, that I am not being
threatened or coerced in any way to sign this document, in fear of losing
my job if I am an existing employee of Deep
Down.
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| _____________________________ | _____________________________ |
| Signature of Employee | Social Security Number of Employee |
| (Last four digits) | |
| _____________________________ | _____________________________ |
| Printed Name of Employee | Date |
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