Attached files
EXHIBIT 14.2
Financial Officer’s Code of
Business Conduct
BODPOL-CBC-002
 |
Financial Officer's Code
of Business
Conduct
|
Table of Contents
| STATEMENT OF POLICY | 3 | |
| Purpose and Goals | 3 | |
| 1.0 | SCOPE | 3 |
| 2.0 | POLICY | 3 |
| 2.1 Principles and Practices. | 3 | |
|
2.2
Waiver.
|
3 | |
| 2.3 Compliance and Accountability. | 4 | |
| 3.0 | APPENDIX A: DESIGNATED EMPLOYER REPRESENTATIVE | 5 |
| 4.0 | APPENDIX B: ACKNOWLEDGEMENT AND CERTIFICATION OF RECEIPT OF POLICY | 6 |
Page 2 of
6
| |
Financial Officer's Code
of Business
Conduct
|
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.
|
1.0
|
SCOPE
|
This Code
of Ethics (“the Code”) for management personnel, including Senior Financial
Officers, has been adopted by the Board of Directors of Deep Down, Inc. (“the
Company”) to promote honest and ethical conduct, proper disclosure of financial
information in the Company’s periodic reports, and compliance with applicable
laws, rules, and regulations by the Company’s officers and management personnel.
It is an integral part of the Company’s Standards of Conduct applicable to the
Company’s employees generally, but is set out in this special Code of Ethics
because of the importance of the topic.
As used
in this Code, the term “Senior Financial Officer” shall mean and include the
Company’s Chief Executive Officer, Chief Financial Officer and
Controller.
|
2.0
|
POLICY
|
|
2.1
|
Principles
and Practices.
|
In
performing his or her duties, each of the management personnel, including Senior
Financial Officers, must:
|
(1)
|
conduct
him or herself in an honest and ethical manner and avoid any actual or
apparent conflict of interest as defined in the Company’s Standards of
Business Conduct;
|
|
(2)
|
in
the case of the Senior Financial Officers, report to the Audit Committee
of the Board any conflict of interest that may arise, and any transaction
or relationship that reasonably could be expected to give rise to a
conflict, and in the case of all others, to senior
management;
|
|
(3)
|
provide,
or cause to be provided, full, fair, accurate, timely, and understandable
disclosure in reports and documents that the Company files with, or
submits to, the Securities and Exchange Commission and in its other public
communications;
|
|
(4)
|
comply,
and take all reasonable actions to cause others to comply, with applicable
governmental laws, rules, and regulations;
and
|
|
(5)
|
in
the case of the Senior Financial Officers, promptly report violations of
this Code to the Audit Committee, and in the case of all others, to senior
management.
|
|
2.2
|
Waiver.
|
Any
request for a waiver of any provision of this Code by or on behalf of any Senior
Financial Officer must be in writing and addressed to the Audit Committee. Any
waiver of this Code by or on behalf of any Senior Financial Officer will be
disclosed promptly on Form 8-K or any other means approved by the Securities and
Exchange Commission.
Page 3 of
6
| |
Financial Officer's Code
of Business
Conduct
|
|
2.3
|
Compliance
and Accountability.
|
The Audit
Committee will assess compliance with this Code, report material violations to
the Board of Directors, and recommend to the Board appropriate
action.
(The
balance of this page intentionally left blank)
Page 4 of
6
| |
Financial Officer's Code
of Business
Conduct
|
|
3.0
|
APPENDIX
A: DESIGNATED EMPLOYER
REPRESENTATIVE
|
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 Financial Officer’s 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
Page 5 of
6
| |
Financial Officer's Code
of Business
Conduct
|
|
4.0
|
APPENDIX
B: ACKNOWLEDGEMENT AND CERTIFICATION OF RECEIPT OF
POLICY
|
POLICY
AWARENESS INFORMATION
|
●
|
I
have received a copy of the latest Deep Down Financial Officer’s Code of
Business Conduct Policy (Document Number BODPOL-CBC-002) dated
4/14/2010.
|
|
●
|
I
have read or shall read the current Deep Down Financial Officer’s Code of
Business Conduct Policy BODPOL-CBC-002dated
4/14/2010.
|
|
●
|
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.
|
|
●
|
I
understand that this Deep Down Financial Officer’s 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.
|
|
●
|
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.
|
| _____________________________ | _____________________________ |
| Signature of Employee | Social Security Number of Employee |
| (Last four digits) | |
| _____________________________ | _____________________________ |
| Printed Name of Employee | Date |
Page 6 of
6