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Code of Ethics and Business Conduct |
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2004 |
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<SEQUENCE>16
<FILENAME>h13564exv14w1.txt
<DESCRIPTION>CODE OF ETHICS AND BUSINESS CONDUCT
<TEXT>
<PAGE>
[HORIZON OFFSHORE, INC. LOGO]
HORIZON OFFSHORE, INC
CODE OF ETHICS AND BUSINESS CONDUCT
Approved by Board of Directors - Dec 3, 2003
<PAGE>
[HORIZON OFFSHORE, INC. LOGO]
HORIZON OFFSHORE, INC.
CODE OF ETHICS AND BUSINESS CONDUCT
SETTING THE TONE - INTRODUCTORY INFORMATION
This Code of Ethics and Business Conduct (this "Code") sets forth the guiding
principles and policies that govern the activities of Horizon Offshore, Inc. and
its subsidiaries (collectively, "Horizon" or the "Company"). The purpose of the
Code is to set forth the Company's commitment to high ethical standards and to
reinforce prompt and consistent actions in the maintenance of those standards.
The Company expects all directors, officers and employees, by virtue of their
association or employment with the Company, to adhere to the highest standards
of personal and professional integrity and to comply with this Code and all
applicable laws, rules and regulations.
This Code is intended to promote the following objectives:
- Honest and ethical conduct, including the ethical handling of actual
or 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
Securities and Exchange Commission and in other public communications
made by the Company;
- Compliance with applicable governmental laws, rules and regulations;
- The prompt internal reporting of violations of the Code to the
appropriate person or persons, as identified in the Code; and
- Accountability for adherence to the Code.
This Code explains the basic principles of ethics and business conduct for the
Company. No code or policy can anticipate every situation a director, officer or
employee might confront. Accordingly, this Code is intended to serve as a source
of guiding principles for directors, officers and employees, who are expected to
apply such principles to their day-to-day activities and seek advice whenever
they are unsure about a particular situation.
When in doubt about what to do, ask yourself this question:
WOULD I BE PROUD TO EXPLAIN MY ACTIONS TO MY FAMILY OR FELLOW EMPLOYEES -- OR TO
MILLIONS OF PEOPLE AROUND THE WORLD ON TONIGHT'S NEWS BROADCAST?
If questions arise or the best course of action isn't clear, employees should
consult with their supervisors or managers. Directors or officers should consult
with the Company's General Counsel.
ACCOUNTABILITY
Each director, officer and employee must be alert and sensitive to situations
that could result in illegal, unethical or otherwise improper actions, either by
him or herself or other persons. A failure of any director, officer or employee
to comply with any law, rule or regulation, this Code, or any other applicable
Company policy may result in disciplinary action, removal or dismissal, and, if
warranted, legal proceedings against him or her on behalf of the Company.
Approved by Board of Directors - Dec 3, 2003
1
<PAGE>
[HORIZON OFFSHORE, INC. LOGO]
HORIZON OFFSHORE, INC.
CODE OF ETHICS AND BUSINESS CONDUCT
SETTING THE TONE - INTRODUCTORY INFORMATION
No violation of this Code, any other Company policy, or any law, rule or
regulation will be justified by a claim that it was ordered by someone in higher
authority. No one, regardless of his or her position, is authorized to direct
another to commit an illegal act. Reporting a known or suspected violation of
this Code or any applicable law, rule, regulation or Company policy should not
be considered an act of disloyalty, but an action that shows a sense of
responsibility that will help safeguard the reputation of the Company and its
employees.
REPORTING ILLEGAL OR UNETHICAL BEHAVIOR OR VIOLATIONS OF THE CODE
You can learn more about reporting known or suspected illegal or unethical
behavior or violations of the Code by referring to Appendix A: "How to Ask
Questions or Report Violations; Enforcement."
DIRECTOR AND OFFICER RESPONSIBILITIES
The Company's directors and officers are expected to comply with this Code,
other applicable Company policies, and all applicable laws rules and
regulations. They are also expected to promote ethical behavior by (i)
encouraging employees to talk to supervisors and other appropriate personnel
when in doubt about the best course of action in a particular situation; (ii)
encouraging employees to report violations of laws, this Code or any other
Company policy to appropriate personnel; and (iii) reminding employees that the
Company will not permit retaliation for reports made in good faith.
Company directors and officers who become aware of violations of law, this Code
or any other Company policy are expected to stop the violations and, if
necessary, conduct an investigation with assistance of Company counsel if
appropriate.
PROTECTION FOR PERSONS REPORTING QUESTIONABLE BEHAVIOR
All directors, officers and employees are required to cooperate fully in any
internal investigation. If a director, officer or employee discovers the need to
report a suspected violation of law, this Code, or any Company policy, that
person will not be terminated, disciplined, demoted or otherwise discriminated
against for (i) making a report of a violation or suspected violation in good
faith and on the basis of a reasonable belief that a violation has occurred or
will occur or (ii) assisting with any ensuing investigation. To the extent
permissible, the Company will endeavor to keep confidential the identity of
anyone reporting possible violations.
AMENDMENT, MODIFICATION AND WAIVER
This Code may be amended or modified by the Company's Board of Directors. Any
waiver of the provisions of this Code for the benefit of senior financial
officers, executive officers or members of the Board of Directors requires the
review of the Audit Committee of the Company's Board of Directors and approval
by the full Board and must be promptly disclosed to shareholders in accordance
with law and the applicable rules of the Nasdaq Stock Market, Inc. Any waiver of
the Code for the benefit of an employee requires the review and approval of the
CEO. Waivers may be granted only as permitted by law and in extraordinary
circumstances.
Approved by Board of Directors - Dec 3, 2003
2
<PAGE>
[HORIZON OFFSHORE, INC. LOGO]
HORIZON OFFSHORE, INC.
CODE OF ETHICS AND BUSINESS CONDUCT
SETTING THE TONE - INTRODUCTORY INFORMATION
OTHER COMPANY POLICIES
This Code outlines the general standards of ethics and business conduct that are
expected of Horizon's directors, officers and employees. Certain topics
addressed by this Code, for example insider trading and workplace safety, are
also the subject of specific Company policies that provide additional guidance
and set forth additional responsibilities and expectations. In general, the
specific requirements contained in those policies supercede the broad-based
requirements of this Code.
ACKNOWLEDGEMENT
Each director, officer and employee is expected to read and understand Horizon's
Code of Ethics and Business Conduct. On an annual basis, Horizon's General
Counsel will circulate to certain employees the form included as Appendix B to
the Code. The employee is required to return the signed and dated form to the
General Counsel.
--------------------------------------------------------------------------------
Horizon's Code of Ethics and Business Conduct is a statement of the fundamental
principles and key policies and procedures that govern the conduct of Horizon's
business. It is not intended to and does not, in any way, constitute an
employment contract or an assurance of continued employment or create any rights
in favor of any employee, client, supplier, competitor, shareholder or any other
person or entity. Horizon reserves the right to amend this Code at any time and
for any reason, and any such amendment will be disclosed as and to the extent
required by law and regulation.
Approved by Board of Directors - Dec 3, 2003
3
<PAGE>
[HORIZON OFFSHORE, INC. LOGO]
HORIZON OFFSHORE, INC.
CODE OF ETHICS AND BUSINESS CONDUCT
TABLE OF CONTENTS
PAGE #
------
SECTION 1 CONFLICTS OF INTEREST..................................... 5
SECTION 2 FAIR COMPETITION - ANTITRUST LAWS........................ 7
SECTION 3 BRIBERY, KICKBACKS AND OTHER IMPROPER PAYMENTS............ 8
SECTION 4 GIFTS, MEALS, SERVICES AND ENTERTAINMENT.................. 9
SECTION 5 INTERNATIONAL ETHICS AND COMPLIANCE....................... 10
SECTION 6 CONTRACT AUTHORIZATION.................................... 12
SECTION 7 CONFIDENTIAL INFORMATION.................................. 13
SECTION 8 SAFEGUARDING COMPANY ASSETS............................... 14
SECTION 9 ACCURACY OF BOOKS AND RECORDS/RECORD RETENTION............ 15
SECTION 10 INSIDER TRADING........................................... 17
SECTION 11 PUBLIC COMMUNICATIONS..................................... 19
SECTION 12 EQUAL EMPLOYMENT OPPORTUNITY.............................. 20
SECTION 13 HARASSMENT IN THE WORKPLACE............................... 21
SECTION 14 HEALTH, SAFETY AND THE ENVIRONMENT........................ 22
SECTION 15 INFORMATION AND INFORMATION RESOURCES..................... 23
SECTION 16 LAWS, RULES AND REGULATIONS............................... 24
APPENDIX A HOW TO ASK QUESTIONS OR REPORT VIOLATIONS; ENFORCEMENT.... 25
APPENDIX B ACKNOWLEDGEMENT FORM...................................... 29
Approved by Board of Directors - Dec 3, 2003
4
<PAGE>
[HORIZON OFFSHORE, INC. LOGO]
HORIZON OFFSHORE, INC.
CODE OF ETHICS AND BUSINESS CONDUCT
SECTION 1: CONFLICTS OF INTEREST
All directors, officers and employees of the Company are required to avoid any
situation that would create a conflict, or gives the appearance of a conflict,
between their own interests and the interests of the Company. A "conflict of
interest" exists whenever an individual's private interests interfere or
conflict in any way with the interests of the Company.
Conflicts of interest may arise when:
- You or someone with a close relationship to you has an interest in a
company with which Horizon does business;
- You or someone with a close relationship to you receives improper
personal benefits as a result of your position at Horizon;
- Other employment (including self-employment) or serving as an officer,
director, partner or consultant for another organization interferes
with your ability to act in the best interests of Horizon, requires
you to use or disclose sensitive information about Horizon, or creates
the appearance of impropriety; or
- You or someone with a close relationship to you receives a loan or
other extension of credit or credit support (such as a guaranty) from
Horizon. Horizon is prohibited by law from extending or arranging for
the extension of personal loans to executive officers.
OUR RESPONSIBILITIES
Conflicts of interest may not always be clear-cut, so if a question arises, an
employee should consult with his or her supervisor or superior. Directors and
officers should consult with the Company's General Counsel.
Generally, directors, officers and employees are expected to:
- Be able to identify potential conflicts of interest when they arise;
- Notify appropriate personnel if they are in a situation where their
objectivity may be questioned;
- Make certain that any second jobs, financial interests or management
interests in another company do not cause a conflict of interest or
have a negative impact on the confidence the public has in Horizon;
- In the case of an executive officer or manager, get approval from
Horizon's Audit Committee and, in the case of all other company
personnel, get approval from the Company's CEO when a company in which
they or their family member owns or acquires an interest that is
greater than 5 percent seeks to do business with Horizon and:
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