EXHIBIT 14.1
ST. MARY LAND & EXPLORATION COMPANY
CODE OF BUSINESS CONDUCT AND ETHICS
Adopted by the Board of Directors on March 27, 2003
Overview
St. Mary Land & Exploration Company has a long-standing commitment
to and reputation for complying with applicable laws, rules and regulations and
conducting business with honesty and high ethical standards. Upholding this
commitment and maintaining our valuable reputation for doing what is right is
critical for our continued success.
This Code of Business Conduct and Ethics (the "Code") summarizes our
standards of business conduct and ethical principles. It applies to all
employees, officers and members of the Board of Directors of St. Mary. St. Mary
also expects others who work on St. Mary's behalf, such as agents and
consultants, to be guided by this Code in their work for St. Mary. All of the
foregoing persons are from time to time directly referred to herein as "you."
Beyond compliance with applicable laws, rules and regulations, you are
expected to observe high standards of business and personal ethics in your work
for St. Mary. This requires the practice of honesty and integrity in every
aspect of dealing with other St. Mary employees, the public, business partners
and the business community, stockholders and governmental and regulatory
authorities. Since no code or policy can address every ethical choice that you
may face in our business, St. Mary also relies on your good sense and judgment
of what is right, including a sense of when it is appropriate to seek guidance
from others on the proper course of conduct.
Compliance with this Code is imperative. Violations will result in
corrective and disciplinary action, which may include dismissal.
Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on
which St. Mary's ethical standards are built. In performing your work for St.
Mary, you must comply with all applicable governmental laws, rules and
regulations of the jurisdictions in which we operate. Although not everyone is
expected to know all of the details of these laws, rules and regulations, which
can be complex, you are expected to understand the general legal and regulatory
framework applicable to your job function and to know enough to determine when
to seek advice from supervisors, managers or other appropriate personnel with
respect to a compliance issue that may arise. Accordingly, you are expected to
be familiar with, through continuing education if appropriate, the laws, rules
and regulations applicable to your particular areas of responsibility for St.
Mary.
Conflicts of Interest
A "conflict of interest" exists when an employee, officer or director
has a material private interest or personal relationship that interferes, or
even appear to interfere, with the interests of St. Mary as a whole. A conflict
of interest can arise when an employee, officer or director takes actions or has
interests that may make it difficult to perform his or her St. Mary work
objectively and effectively. It is St. Mary's policy that actual or apparent
conflicts of interest must be avoided, and any material transaction or
relationship involving a potential conflict of interest must be approved in
advance by the Board. In addition, all related party transactions of St. Mary
must be reviewed and approved by the Audit Committee of the Board.
Conflicts of interest may also arise if an employee, officer or
director, or a member of his or her family, receives improper personal benefits
as a result of his or her position with St. Mary. Company loans to or guarantees
of obligations of such persons are of special concern, and personal loans to
executive officers and Directors are prohibited by the Sarbanes-Oxley Act of
2002. It is St. Mary's policy that such conflicts of interest involving improper
personal benefits are prohibited.
If you become aware of any material transaction or relationship that
reasonably could be expected to give rise to a conflict of interest, you must
promptly report such transaction or relationship to an executive officer.
Corporate Opportunities
Employees, officers and directors owe a duty to St. Mary to advance St.
Mary's interests when the opportunity to do so arises. It is St. Mary's policy
that employees, officers and Directors shall not:
o take for themselves personally opportunities that are discovered
through the use of St. Mary property, information or position;
o use St. Mary property, information, or position for improper
personal gain; and
o compete with St. Mary directly or indirectly.
These restrictions shall not apply to the acquisition of less than one
percent of the publicly traded securities of another company. While under
extraordinary circumstances where it is not detrimental to the Company, it may
be proper for St. Mary to grant a waiver to the foregoing policy, any waiver
with respect to an executive officer or a Director must be approved by the Board
and disclosed to shareholders.
Confidentiality
You must strictly maintain the confidentiality of confidential and
proprietary information entrusted to you by St. Mary or its business partners,
except when disclosure is authorized in advance by an appropriate spokesperson
under St. Mary's Fair Disclosure Policy or is legally mandated. Confidential
information includes all non-public information that might be of use to
competitors or harmful to St. Mary or its business partners if disclosed. It
also includes information that business partners have entrusted to us. The
obligation to preserve confidential and proprietary information continues even
after your employment or other relationship with St. Mary ends. Strict
maintenance of the confidentiality of confidential and proprietary information
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is also required by St. Mary's Employee Handbook, Fair Disclosure Policy and
Insider Trading Policy, and you should refer to those documents for further
details.
Competition and Fair Dealing
St. Mary seeks to outperform its competition fairly and honestly, not
through unethical or illegal business practices, and you should endeavor to deal
fairly with St. Mary's business partners, suppliers, competitors and employees.
No one should take unfair advantage of anyone through manipulation, concealment,
abuse of privileged information, misrepresentation of material facts or any
other unfair dealing practice. Misappropriating proprietary information of other
companies or inducing disclosures of such information by past or present
employees of other companies is prohibited.
Business Entertainment and Gifts
The purpose of business entertainment and gifts is to create goodwill
and sound working relationships, not to gain unfair advantage. No business
entertainment or gift should ever be offered, given, provided or accepted unless
it:
o is not a cash gift;
o is consistent with customary business practices;
o is not excessive in value;
o cannot be construed as a bribe or payoff; and
o does not violate any laws, rules or regulations.
You should discuss with your supervisor any gifts or proposed gifts which you
are not certain are appropriate.
Protection and Proper Use of Company Assets
You should take appropriate steps within your areas of responsibility
for St. Mary to protect its assets and ensure their efficient use. All St. Mary
assets should be used for St. Mary business purposes. Incidental personal use of
telephones, fax machines, copy machines, personal computers, and similar
equipment is generally allowed if there is no significant additional cost to St.
Mary, it does not interfere with your work duties and is not related to an
illegal activity.
The obligation to protect St. Mary's assets includes protection of St.
Mary's proprietary information. Proprietary information includes intellectual
property such as trade secrets, as well as business plans, engineering and
production ideas, databases, records, salary information and any unpublished
financial, operating or resources data and reports. Unauthorized use or
distribution of St. Mary's proprietary information would violate this Code and
could also be illegal and result in civil or even criminal penalties.
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Insider Trading
St. Mary's Insider Trading Policy prohibits employees, officers and
Directors who become aware of material nonpublic information about St. Mary or
another company during the course of their employment or relationship with St.
Mary from seeking to benefit personally by buying or selling securities on the
basis of material nonpublic information about that security of the issuer of
that security. Under Securities and Exchange Commission rules, the purchase or
sale of a security is generally deemed to be "on the basis" of material
nonpublic information if the person making the trade was "aware" of the
information when the person made the trade. In addition, the Insider Trading
Policy prohibits you from "tipping" others with material nonpublic information
where they may make a profit or avoid a loss through the trading of securities.
Insider trading and tipping is not only unethical and contrary to the Insider
Trading Policy and this Code, but is also illegal and will be dealt with
decisively. If you have any questions, you should refer to the Insider Trading
Policy or contact the Vice President - Finance.
Equal Employment Opportunity
St. Mary provides an equal employment opportunity to all individuals
based on job-related qualifications and ability to perform the job, without
regard to age, sex, race, color, religion, national origin or disability. For
further details regarding St. Mary's equal employment opportunity policy, you
should refer to the Employee Handbook.
Harassment
St. Mary strives to provide a workplace free of harassment of any type.
For further details regarding St. Mary's policy against harassment and related
reporting and disciplinary procedures, you should refer to the Employee
Handbook.
Health and Safety
St. Mary strives to provide each employee with a healthy and safe work
environment. Each employee is responsible for maintaining a healthy and safe
workplace for all employees by following health and safety rules and practices
and promptly reporting accidents, injuries and unsafe equipment, practices or
conditions.
Employees should report to work in a condition to perform their duties
free from the influence of alcohol or drugs. For further details regarding St.
Mary's policy against alcohol and drug abuse, you should refer to the Employee
Handbook.
Environment
St. Mary's operations are subject to numerous laws, rules and
regulations governing the discharge of materials into the environment or
otherwise relating to environmental protection. St. Mary's Environmental
Management Program sets forth environmental issue reporting requirements and
procedures based on the laws, rules and regulations for each applicable
jurisdiction and St. Mary's regional operations managers must follow these
requirements and procedures.
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St. Mary is committed to the protection of the environment by
minimizing the environmental impact of our operations and we intend to comply
with all applicable environmental laws, rules and regulations and our
Environmental Management Program. If you become aware of an unreported spill or
any other environmental compliance problem, you must promptly report the same to
an appropriate St. Mary officer or supervisor.
Accounting and Other Information Records
St. Mary relies on its accounting and other information records to
produce financial statements and other reports for management, stockholders,
creditors, governmental agencies and others, and applicable laws, rules and
regulations require that St. Mary keep accurate books and records and maintain a
system of internal controls to ensure that our records fairly reflect our
transactions.
All St. Mary accounting and other information records, as well as
reports produced from those records, must be kept and presented in accordance
with applicable laws, rules and regulations. In addition, St. Mary's accounting
records must accurately and fairly reflect in reasonable detail St. Mary's
assets, liabilities, revenues and expenses and facilitate the preparation of
financial statements in accordance with generally accepted accounting
principles. Compliance with St. Mary's system of internal accounting controls is
required at all times. Therefore, unrecorded funds, assets, liabilities or any
other material item shall not occur and false or intentionally misleading
entries, including intentional misclassification of transactions as to accounts,
departments or accounting periods, must not be made in St. Mary's accounting
records. All transactions shall be supported by accurate documentation in
reasonable detail and recorded in the proper account and in the proper
accounting period.
Many employees regularly use business expense accounts, which must be
documented and recorded accurately. For further details regarding the submission
and approval of business expense reports, you should refer to the Employee
Handbook.
All business records and communications should be clear, truthful and
accurate. Since business records and communications can become public through
litigation, government investigations and the media, exaggeration, inappropriate
language, derogatory remarks, guesswork or inappropriate characterizations of
people and companies that can be misunderstood must be avoided. This applies
equally to e-mail messages, internal memos and formal reports. Records must be
retained in accordance with applicable laws, rules and regulations and
applicable Company record retention policies. In the event of a pending or
anticipated subpoena, legal proceeding or governmental investigation, you must
not dispose of, alter or conceal any records or documents that are in any way
related or relevant to that matter. If you have any questions in this area, you
should contact the Vice President - Land and Legal.
Complaints or Concerns About Accounting or Auditing Matters
The Audit Committee of the St. Mary Board of Directors has established
procedures for the receipt, retention and treatment of any complaints received
regarding accounting, internal accounting controls or auditing matters of St.
Mary and the confidential, anonymous submission by employees of concerns
regarding questionable accounting or auditing matters of St. Mary. If you have
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any concerns regarding accounting, internal accounting controls, auditing
matters or comparable items of St. Mary, you may contact any member of the Audit
Committee, any other Director or officer of St. Mary and our independent
auditors. An employee may submit any concern on a confidential and anonymous
basis in accordance with the Procedures for Accounting/Auditing Complaints and
Concerns posted in each office. If you receive a complaint or a concern, you
must promptly forward such information to the Chairperson of the Audit Committee
and the Vice President - Finance of St. Mary in accordance with those
procedures.
Disclosures in SEC Reports and Other Public Communications
It is St. Mary's policy that there shall be full, fair, accurate,
timely and understandable disclosure in reports and documents that St. Mary
files with or submits to the SEC and in other public communications made by St.
Mary. St. Mary maintains a system of disclosure controls and procedures that are
designed for the purposes of ensuring that information required to be disclosed
in St. Mary's SEC reports is recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to the appropriate executive
officers of St. Mary to allow timely decisions regarding required disclosure.
Compliance with those disclosure controls and procedures is imperative. All St.
Mary press releases and other similar public communications must be approved by
the appropriate spokesperson(s) under St. Mary's Fair Disclosure Policy and
shall be the product of the good faith best efforts of all persons involved to
present the information in a full, fair, accurate, timely and understandable
manner.
Political Contributions
Except for certain nonfederal elections, political contributions to
candidates by corporations are prohibited under U.S. law. Accordingly, it is St.
Mary's policy that no one may make or commit to any political contributions on
behalf of St. Mary, and political contributions may not be made, either directly
or indirectly, through the use of St. Mary expense accounts, through payments to
third parties or through other such devices.
Payments to Government Personnel
There are a number of laws, rules and regulations which prohibit the
payment of inappropriate gratuities to U.S. government personnel. The offer,
promise or delivery to a federal government official or employee of a gift,
favor or other gratuity in violation of these laws, rules and regulations would
not only violate St. Mary policy but could also be a criminal offense. State and
local governments may have similar laws, rules and regulations. In addition, the
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. Illegal payments to government officials,
either directly or through agents or other third parties, are strictly
prohibited. If you have any questions in this area, you should contact the Vice
President - Land and Legal.
Administration of the Code
The Board shall review this Code as circumstances dictate, and when
necessary or desirable amend the Code to ensure that:
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o St. Mary continues to comply with applicable laws, rules and
regulations, including those of the SEC and the New York Stock
Exchange;
o St. Mary meets industry standards;
o St. Mary continues to observe high standards of business ethics
and conduct; and
o any weaknesses revealed through monitoring, auditing and
reporting systems, or otherwise revealed, are eliminated or
corrected.
The Code shall be distributed to all employees, officers and agents of
St. Mary, and shall be disclosed in accordance with the requirements of the SEC
and the New York Stock Exchange.
Changes to or Waivers from the Code
Any changes to this Code and any waiver from this Code, including an
implicit waiver resulting from inaction with respect to a reported or known
violation of this Code, for an executive officer or Director of St. Mary may be
made only by the Board and shall be promptly disclosed to stockholders and
others as required by law, SEC rules and regulations, and New York Stock
Exchange rules. Any other change or waiver may be made only by an executive
officer of St. Mary.
Compliance and Internal Reporting of Violations
You are encouraged to talk to supervisors, managers or other
appropriate St. Mary personnel with whom you feel comfortable when in doubt
about the best course of action in a particular situation. If you become aware
of conduct or a matter which you reasonably believe constitutes a violation of
this Code or applicable laws, rules or regulations, you must promptly report
your concern to an executive officer of St. Mary or if it involves an executive
officer or Director to the Board or to the Audit Committee of the Board if it
involves an accounting or information records matter.
It is St. Mary's policy that there shall be no retaliation,
discrimination or intimidation in any form against any person who in good faith
and pursuant to the provisions of this Code reports conduct or a matter which
the reporting person reasonably believes constitutes a violation of this Code or
applicable laws, rules or regulations (except that appropriate disciplinary
action may be taken against the reporting person if such person was involved in
the violation). The confidentiality of a reporting person shall be protected to
the extent possible, consistent with law and the requirements necessary to
conduct an effective investigation of the conduct or matter.
Investigation of Violations
If, through compliance monitoring, internal or independent audit
procedures, reports under this Code or otherwise, St. Mary receives information
regarding a potential violation of this Code, an executive officer, or if the
matter involves an executive officer or Director, the Board, shall, as
appropriate:
o evaluate such information as to gravity and credibility;
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o initiate an informal inquiry or a formal investigation with
respect thereto;
o prepare a report of the results of such inquiry or investigation,
including recommendations as to the disposition of such matter;
o determine and implement the appropriate disciplinary action; and
o recommend any changes in this Code necessary or desirable to
prevent further similar violations.
In the event that an executive officer determines that the gravity and
credibility of the information concerning a potential violation of the Code
warrants an investigation conducted by the Board, or if an executive officer or
Director is involved in the potential violation, the Board shall, as
appropriate, conduct an investigation in a manner consistent with the foregoing
procedures. All employees, officers and Directors are expected to cooperate in
any investigation of a potential violation of this Code.
All documents and reports with respect to potential violations of this
Code and the resolution and any action taken with respect thereto shall be
retained in accordance with applicable laws, rules and regulations.
Disciplinary Measures
St. Mary shall promptly and consistently enforce this Code through
appropriate means of discipline. Potential disciplinary measures shall include,
but are not limited to, counseling, oral or written reprimands, warnings,
probation or suspension without pay, demotions, reductions in salary or other
compensation, termination of employment or relationship and restitution.
Persons subject to disciplinary measures shall include, in addition to
the principal violator, others involved in the violation such as persons who
fail to use reasonable care to detect a violation, persons who if requested to
provide information withhold material information about a violation, and
supervisors who approved or condoned the violation or attempted to retaliate
against a person who reported the violation or the violators.
Other St. Mary Policies and Procedures
This Code is not intended to supersede the existing St. Mary policies
and procedures already in place and set forth in St. Mary's Employee Handbook,
Fair Disclosure Policy and Insider Trading Policy. Certain policies and
procedures referred to herein are contained in their entirety in those other
documents, and you should refer to those documents for a complete description of
such policies and procedures.
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