The Board of Directors of Safe Bulkers, Inc. (the “Company”) has adopted this Code of Business Conduct and Ethics (the “Code”) for all of the Company’s employees, directors, officers and agents (“Covered Persons”). This Code incorporates a code of conduct for senior corporate officers including the chief executive officer and for directors.
I. Conflicts of Interest
A conflict of interest occurs when a Covered Person’s private interests interfere, or even appears to interfere, with the interests of the Company as a whole. While it is not possible to describe every situation in which a conflict of interest may arise, Covered Persons must never use or attempt to use their position with the Company to obtain improper personal benefits. Any Covered Person who is aware of a conflict of interest, or is concerned that a conflict might develop, should discuss the matter with the Audit Committee or counsel to the Company immediately.
II. Corporate Opportunities
Covered Persons may not: (a) take for himself or herself 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. Covered Persons owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
III. Confidentiality and Privacy
It is important that Covered Persons protect the confidentiality of Company information. Covered Persons may have access to proprietary and confidential information concerning the Company’s business, clients and suppliers. Confidential information includes such items as non-public information concerning the Company’s business, financial results and prospects and potential corporate transactions. Covered Persons are required to keep such information confidential during employment as well as thereafter, and not to use, disclose, or communicate that confidential information other than in the course of employment. The consequences to the Company and the Covered Person concerned can be severe where there is unauthorized disclosure of any non-public, privileged or proprietary information.
To ensure the confidentiality of any personal information collected and to comply with applicable laws, any Covered Person in possession of non-public, personal information about the Company’s customers, potential customers or Covered Persons, must maintain the highest degree of confidentiality and must not disclose any personal information unless authorization is obtained.
IV. Honest and Fair Dealing
Covered Persons must endeavor to deal honestly, ethically and fairly with the Company’s customers, suppliers, competitors and employees. No Covered Person should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice. 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.
V. Protection and Proper Use of Company Assets
The Company’s assets are only to be used for legitimate business purposes and only by authorized Covered Persons or their designees. This applies to tangible assets (such as office equipment, telephone, copy machines, etc.) and intangible assets (such as trade secrets and confidential information). Covered Persons have a responsibility to protect the Company’s assets from theft and loss and to ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. If you become aware of theft, waste or misuse of the Company’s assets you should report this to your manager or the Audit Committee or counsel to the Company.
VI. Compliance with Laws, Rules and Regulations
All Covered Persons are responsible for complying with the various laws, rules and regulations of the countries and regulatory authorities that affect the Company’s business. Any Covered Person who is unsure whether a situation violates any applicable law, rule, regulation or Company policy should contact a manager or the Audit Committee or counsel to the Company.
VII. Securities Trading
Because we are a public company we are subject to a number of laws concerning the purchase of our shares and other publicly traded securities. Company policy prohibits Covered Persons and their family members from trading securities while in possession of material, non-public information relating to the Company or any other company, including a customer or supplier that has a significant relationship with the Company.
Information is “material” when there is a substantial likelihood that a reasonable investor would consider the information important in deciding whether to buy, hold or sell securities. In short, any information that could reasonably affect the price of securities is material. Information is considered to be “public” only when it has been released to the public through appropriate channels and enough time has elapsed to permit the investment market to absorb and evaluate the information. If you have any doubt as to whether you possess material nonpublic information, you should contact a manager and the advice of legal counsel may be sought.
In order to protect the Company and the Covered Persons from liability that could result from a violation of legal requirements, Covered Persons may engage in purchases or sales of the Company’s stock only during “Window Periods.” Window Periods begin at the opening of trading on the second full trading day following the public release of quarterly or annual financial results and end on the seventh day prior to the end of that calendar quarter. No Covered Person may buy or sell the Company’s securities, even during Window Periods, if such Covered Person is in possession of material, non-public information.
At any time, the Board of Directors has authority to designate a “blackout period” over all trading in the Company’s securities, even during a Window Period. A blackout period compels all trading in the securities affected to cease immediately for the period designated by the Board of Directors. A blackout period may be exercised over securities of companies with which the Company does or may do business or in which the Company invests or may invest. No Covered Person may disclose to any outside third party that a blackout period has been designated.
Covered Persons are responsible for ensuring that the disclosure in the Company’s periodic reports is full, fair, accurate, timely and understandable. In doing so, Covered Persons 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 applicable law, rules and regulations; 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.
In addition, each Covered Person shall promptly bring to the attention of the Audit Committee any information he or she may have concerning (i) significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. In addition, each Covered Person shall promptly bring to the attention of the chairman of the Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof.
Covered Persons will not knowingly (i) make, or permit or direct another to make, materially false or misleading entries in the Company’s, or any of its subsidiary’s, financial statements or records; (ii) fail to correct materially false and misleading financial statements or records; (iii) sign, or permit another to sign, a document containing materially false and misleading information; or (iv) falsely respond, or fail to respond, to specific inquiries of the Company’s independent auditor or outside legal counsel.
The business of the Company is managed under the direction of the Board of Directors and the various committees thereof. The basic responsibility of the directors is to exercise their business judgment in carrying out their responsibilities in a manner that they reasonably believe to be in the best interest of the Company and its stockholders. The Board of Directors is not expected to assume an active role in the day-to-day operational management of the Company.
In carrying out their duties and responsibilities and setting the general policies pursuant to which the Company operates, directors should endeavor to promote fair dealing by the Company and its employees and agents with customers, suppliers, competitors and employees.
In carrying out their duties and responsibilities, directors should endeavor to comply, and to cause the Company to comply, with applicable governmental laws, rules and regulations.
Directors should endeavor to cause the Company to proactively promote ethical behavior and to encourage employees to report evidence of illegal or unethical behavior to appropriate Company personnel.
U.S. securities laws prohibit the Company from, directly or indirectly (including through subsidiaries), (a) extending or arranging for the extension of personal loans to its directors and executives officers and (b) renewing or materially modifying existing loans to such persons. Directors shall not seek or facilitate personal loans from the Company in contravention of the foregoing.
X. Procedures Regarding Waivers
Because of the importance of the matters involved in this Code, waivers will be granted only in limited circumstances and where such circumstances would support a waiver. Waivers of the Code may only be made by the Audit Committee and will be disclosed by the Company.
XI. Duty to Report
Covered Persons shall take all appropriate action to stop any known misconduct by fellow Covered Persons or other Company personnel that violate this Code. Covered Persons shall report any known or suspected misconduct to their manager or the Chairman of the Audit Committee or counsel to the Company unless the Code directs otherwise. Violations involving a manager should be reported directly to the Audit Committee Chairman. The Company will not retaliate or allow retaliation for reports made in good faith.
Covered Persons may also report violations by mail to P.O. Box 70837 (32 Avenue Karamanli, 16605 Voula, Athens, Greece). Any such correspondence should be mailed to the attention of the Audit Committee. Covered Persons may choose to be anonymous, however, it will not be possible to obtain follow-up details necessary to investigate the matter. In either case, employee information will be kept strictly confidential, thus there should be no fear of any form of retaliation.
XII. Ethics Hotline and Whistleblower Program
For inquiries about whether a situation violates any applicable law, rule, regulation or Company policy or to report possible misconduct related to or involving the Company, please send an email to the Company’s Whistleblower Hotline at firstname.lastname@example.org. Submissions to the Whistleblower Hotline will be accessible only to the members of the Company’s Audit Committee and the Company’s outside counsel. Any such inquiry or complaint may be submitted anonymously and any employee of the Company who makes any such submission in good faith may do so without fear of dismissal or retaliation of any kind.
Each inquiry or complaint sent to the Whistleblower Hotline will be reviewed by the Company’s Audit Committee and the Audit Committee will develop a strategy for the investigation of such inquiry or complaint and, if necessary, the implementation of any corrective action. In conducting any review or investigation, the Audit Committee will use reasonable efforts to protect the confidentiality of the complaint, consistent with the need to conduct an adequate investigation.