|Code of Business Conduct and Ethics|
Code of Business Conduct and Ethics
This Code of Business Conduct and Ethics is intended to meet the requirements of certain New York Stock Exchange rules.
Two of Comstock's primary responsibilities to its workforce are to create an environment where employees feel free to call attention to legal or policy violations, and to investigate impartially the concerns that employees raise.
Comstock is committed to adhering to strong principles and the highest ethical standards in conducting its business operations. As referred to in the "Corporate Governance" section of Comstock's website, any issue relating to Comstock's accounting, internal accounting controls, financial reporting or auditing practices, may be reported to the company by mail, telephone or internet. If you observe or become aware of any violation, you are encouraged to first attempt to resolve the issue with your supervisor or the Human Resources Department. If you feel this is not possible or appropriate, or if you would prefer to remain anonymous, suspected violations may be reported through the following methods:
The Company will not retaliate against any employee for reporting suspected violations of law, regulations or Company policies. This means the Company will not terminate, demote, or otherwise discriminate against an employee for calling attention to suspected illegal or unethical acts. This protection extends to anyone giving information in relation to an investigation. However, the Company reserves the right to discipline anyone who knowingly makes a false accusation, provides false information to the Company or has acted improperly.
The Company supports all employees in the performance of their assigned duties. If you face legal action (not including traffic citations) arising from your performance of work responsibilities, the Company may provide your defense, as long as you reasonably believed you were acting in the interests of the Company, as determined by management and their counsel, and your interests are not in conflict with Comstock's interests.
The following information outlines a code of conduct and business ethics for working at Comstock. This Company-wide code provides guidance to Comstock employees on how to maintain the Company's commitment to being ethical in all its business dealings and providing a professional work atmosphere. As with many universal codes, some sections and topics may be more relevant to certain functions or departments than to others. However, because one person's misconduct can damage the Company's hard-earned reputation and compromise the public's trust, every Company employee should become familiar with and comply with the entire code.
A "conflict of interest" exists any time employees face a choice between what is in their personal interest (financial or otherwise) and what is in the interests of the Company. Such situations are not always easy to avoid. When a conflict of interest arises, it is important that you act with great care to avoid even the appearance that your actions are not in the best interest of the Company. If you find yourself in a position where your objectivity may be questioned because of individual interest or family or personal relationships, notify your manager immediately.
Board of Directors approval may be needed for the Company to do business with a company in which you or a family member owns – directly or indirectly – an interest. If you or a family member own or acquire an interest that is greater than 5 percent in a company, Board of Directors approval is needed:
If your ownership interest does not meet any of the above criteria, Board of Directors approval is not needed, but you remain obligated to act in the best interests of Comstock at all times.
Employees who hold second jobs or financial or management interests in another company should make certain they cause no conflicts of interest or potential negative impact on the confidence that the public has in Comstock or in the performance of your duties on behalf of Comstock. This means you may not participate in other employment (including self-employment) or serve as an officer, director, partner, member or consultant for other organizations if such activity:
Before taking any position on the board of another organization, all employees are encouraged to consult with the Chief Financial Officer or a human resources official prior to accepting any such position.
Gifts, Meals, Services and Entertainment
The Company maintains internal controls to provide direction on protecting Company assets and financial accountability. The controls are based upon the following principles:
It is the policy of Comstock Resources, Inc. ("the Company") to limit solicitation and distribution by employees as outlined below:
Except as outlined below, employees are prohibited from soliciting funds or signatures, conducting membership drives, posting, distributing literature or gifts, offering to sell or to purchase merchandise or services, or engaging in any other solicitation, distribution, or similar activity on Company premises.
With prior authorization, employees will be permitted to engage in fund drives on behalf of charitable organizations or for employees' gifts. The solicitation or distribution of literature for any group or organization, including charitable organizations, is allowed within the following guidelines:
The Human Resources Department maintains bulletin boards to communicate Company information to employees and to post notices required by law. The unauthorized posting of notices, photographs, or other printed or written materials on bulletin boards or any other Company property is prohibited.
Employees, officers and directors are prohibited from (a) taking, in violation of applicable law, for themselves personally opportunities that properly belong to the Company or are discovered through the use of Company property, information or position; (b) using Company corporate property, information, or position for personal gain; or (c) competing with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Nothing in this section is intended to modify or otherwise limit the provisions of Comstock's articles of incorporation.
Insider trading is a crime that can carry severe penalties. If you know material, confidential information about Comstock or any company with whom Comstock has a business relationship and you trade company securities, such as stocks or bonds, while in possession of that information or tell others about it before it is made public, you may have committed insider trading. All non-public information about Comstock should be considered confidential information.
Material information is the type of news that would affect a reasonable investor's decision on whether or not to buy or sell the company's stock or other securities. Examples include plans to issue securities, sharp changes in earnings patterns, changes in dividend rates, changes in key management personnel, mergers, acquisitions, and important regulatory and legal actions affecting the Company. This policy forbids you from trading not only in the stock of Comstock but also in those of its suppliers, customers or other companies with whom Comstock has a business relationship while in possession of material inside information learned in the course of your employment at Comstock.
All employees may invest in Comstock stock. However, if you have access to any information not readily available to the public, you must be very careful when trading stock to be sure you have not traded while in possession of material non-public information. When you have such information:
Blackout Periods: The blackout periods commence at midnight, Dallas time, on the last day of the calendar month in which the Company's fiscal quarter ends, and end at midnight, Dallas-time, on the second business day following the date of the Company's conference call for reporting the results of such quarter. The mandatory pre-clearance procedures discussed below apply to ALL trades in the Company's securities regardless of whether a blackout period is then in effect (however, you may not make any changes to your 401(k) plan elections during any blackout period).
Except for non-discretionary trades made within Comstock's 401(k) plans by the plan's administrators, Comstock insider trading policies require that you pre-clear all transactions in Comstock's stock or other securities with the Chief Financial Officer prior to executing any such transaction. Such preclearance is only valid for 24 hours. To the extent an open order is placed, you will need to get preclearance every day until the order is completed. You are also encouraged not to place orders that are significantly above or below market as such orders are not likely to be filled and could remain open for an extended period of time. This rule applies regardless of whether a "blackout period" is then in effect. In addition, you may not make changes to your Company stock 401(k) plan elections during the blackout periods.
Comstock and its employees must maintain high ethical and professional standards in dealings with government officials and members of the private sector.
The Company will engage only reputable, qualified individuals or firms as consultants, agents, representatives or distributors under compensation arrangements that are reasonable in relation to the services performed. The engagement should be formalized in a written contract approved by the Chief Financial Officer and signed by the appropriate Company official.
The Company expects its employees and agents alike to conduct business with integrity wherever we do business, and ignorance of that standard is never an acceptable excuse for improper behavior, nor is it acceptable for improper behavior to be rationalized as being in the Company's best interest. No act of impropriety advances the interests of the Company.
The Company strongly supports employee involvement in the political process and individual activities supporting a party, candidate or issue. As part of this commitment, the Company may provide information or share its viewpoint with employees, customers and the general public. At the same time, the Company respects anyone's right to disagree with official Company positions regarding political preferences.
Comstock invests in and uses computer resources (computer hardware, software, supporting infrastructure, network connections and telecommunications equipment) and telephonic equipment to advance its business strategy and objectives. Unless prohibited by local law, the use of this technology, including electronic mail, the Internet, and business telephones, is or may be monitored.
CONFIDENTIAL AND PROPRIETARY INFORMATION
Comstock's name, logo, inventions, processes, and innovations are all valuable assets of the Company and are part of its brand management efforts. These assets are called "intellectual property," and their protection is vital to the success of Comstock's business. In addition, employees must respect the intellectual property rights of third parties. Violation of others' intellectual property rights may subject both an employee and the Company to substantial liability, including criminal penalties.
Intellectual property that you create during the course of your employment belongs to Comstock. You are required to share any innovations or inventions you create with your manager so that the Company can take steps to protect these valuable assets.
Employees should not "leak" information to the media or others. Unless your job duties specifically include responding to outside inquiries, refer inquiries to the appropriate department:
We expect everyone who participates in online commentary to understand and to follow these simple but important guidelines. These Guidelines cover all social media platforms including but not limited to:
As an employee you are a representative of the Company. Therefore, as in all areas of daily life, an employee's personal website or weblog is a reflection on Comstock whether or not the Company is specifically discussed or referenced. If you choose to identify yourself as an employee or to discuss matters related to the Company on a website or weblog, please bear in mind that many readers will assume you are speaking on behalf of the Company.
Comstock expects its employees to observe the following important guidelines:
Respect Confidentiality. You must take proper care not to purposefully or inadvertently disclose any information that is confidential or proprietary to Comstock. Consult the Company's confidentiality policies for guidance about what constitutes "confidential" or "proprietary" information. Any employee who violates our policies regarding confidentiality will be subject to serious discipline, up to and including immediate termination of employment.
Respect the Company and its Employees. Any employee who uses social media platforms to disparage the name or reputation of the Company, its practices, officers or employees will be subject to serious discipline, up to and including immediate termination of employment.
Follow the Employee Manual. Be sure to conform to the rules of this Employee Manual, especially as it relates to harassment and illegal activities (including, in the case of social media platforms, spam and piracy). As with other forms of communication, do not engage in personal, racial or sexual harassment, unfounded accusations, or remarks that would contribute to a hostile workplace. See Comstock's Policy on Harassment in the Workplace.
Use Common Sense. Use common sense in all communications, particularly on a website accessible to anyone. What you say online could potentially be grounds for dismissal. If you would not be comfortable with your manager, co-workers, or the executive team reading your words, do not write them.
Comstock highly values the health and safety of our employees, customers and communities. Protecting and responsibly managing natural resources are critical to the quality of life in the areas we serve, the environment and Comstock's long-term business success.
Comstock will periodically conduct environmental, health and safety assessments to measure compliance with environmental, health, and safety laws, regulations and other requirements. To meet our high standards, each employee should:
It is the policy of Comstock to seek qualified applicants for positions throughout the company without regard to race, color, religion, national origin, sex, age, veteran/military status or disability in accordance with the provisions of the Civil Rights Act of 1964, as amended, and other applicable federal and state laws. This policy fully embraces equality of compensation, benefits, promotions, transfers, terminations, layoffs, recall, company-sponsored training, education, assistance and social and recreational programs will be administered without regard to race, color, religion, sex, national origin, age, disability, veteran/military status or any other legally protected trait.
Comstock and its employees must comply with all applicable laws concerning discrimination. Comstock does not tolerate discrimination in its workplace or against its employees. Comstock will recruit, select, train and pay based on merit, experience and other work-related criteria.
Comstock is firmly committed to a work environment free from all forms of harassment based upon protected status of any employee or applicant for employment by anyone, including managers, co-workers, clients/customers or visitors. Such harassment violates both Company policy and state and federal discrimination laws. It is neither permitted nor condoned.
This policy prohibits any verbal, physical or visual conduct that belittles or demeans an individual on the basis of race, religion, national origin, sex, age or disability.
This policy specifically prohibits sexual harassment as well as all other forms of harassment. Sexual harassment includes any unwelcome sexual advances, requests for sexual favors, or other verbal or physical conduct of a sexual nature when:
Any employee or applicant for employment who feels that he or she has been harassed, sexually or otherwise, or knows of or suspects the occurrence of harassment is strongly urged and encouraged to inform the harasser that his or her conduct is unwelcome and must stop, and to contact either his or her manager or the Human Resources Department. If an employee feels uncomfortable about approaching his or her manager or the Human Resources Department, the employee should contact any higher level manager, or any officer of Comstock, including the Chief Financial Officer. Any employee who becomes aware of an incident of harassment, whether by witnessing the incident or being told of it, should contact his or her manager, the Human Resources Department, or any officer of Comstock, including the President. Any person making a harassment complaint may do so without fear of retaliation. The company will discipline, including discharge, any person who engages in retaliatory activity against a person making a harassment complaint.
Because of the sensitivity of harassment issues, each case will be promptly and thoroughly investigated to determine whether the complained-of harassment has occurred. The investigation will be conducted in a confidential manner, to the extent consistent with the need to conduct a thorough and complete investigation.
Purpose and Scope
The objective of this Drug and Alcohol Policy (the "Policy") is to develop a drug and alcohol-free workplace which will insure a safe and productive workplace for our employees. In order to further this objective, the following rules regarding alcohol and illegal drugs in the workplace have been established. Any individual who conducts business for or on behalf of the Company or who is on Company Premises is covered by this drug and alcohol-free workplace policy. This policy applies during all working hours, at any time while conducting Company business, while representing the Company, while on call and while on Company's Premises.
It is a violation of this policy to use, possess, sell, trade, distribute, dispense, purchase, and/or offer for sale, on Company Premises or on or in Company Property, any alcoholic beverages, illegal drugs, drug paraphernalia, intoxicants and/or illegal inhalants. This policy may include prescription drugs.
No employee shall report to work while their ability to perform their job duties is impaired due to on-or off-duty use of alcohol, drugs or Controlled Substances. Any employee involved in a work related accident where alcohol or drugs are believed to be a contributing factor will be terminated.
If an employee is taking medication that has been medically prescribed, and the employee believes that such medication may affect his or her job performance, they should inform their manager of this fact. (This written information must be kept confidential and communicated to the direct manager prior to the employee commencing work.) All medical information will be kept confidential and the Company, without exception, will punish any breach of privacy and confidentiality in this regard. All prescription drugs must be kept in their original container.
If an employee violates the policy, he or she may be subject to disciplinary action, up to and including termination. Nothing in this policy prohibits the employee from being disciplined or discharged for other violations and/or performance problems.
Drug testing will be administered for all safety-sensitive positions, including those positions in which an employee drives or operates a Company owned and/or leased vehicle (including, but not limited to, any machinery, such as a forklift). The Company will require drug tests for all Company safety-sensitive positions at the pre-employment stage and may also require random drug testing for employees in safety-sensitive positions. The Company may require all employees (including those not in safety-sensitive positions) to submit to reasonable suspicion and/or post-accident drug testing, as well as drug testing during routine physical examinations, such as an annual physical or return-to-work physical. In addition, employees who apply for a vacant safety-sensitive position will be required to undergo drug testing.
All random drug testing will be done in an occupational medical facility near the Company location and will be coordinated through the Human Resources Department. At that time, employees will be asked to sign a Consent to Drug and Alcohol Screening Form. Random drug testing will be administered for existing employees in safety-sensitive positions. Employees who test positive for alcohol and/or drugs while at work, will be subject to disciplinary action, up to and including termination.
If the Company has reasonable cause to believe that any employee (including those in non-safety-sensitive positions) is under the influence of illegal drugs, intoxicants, illegal inhalants and/or alcohol, the Company will require the employee to submit to a drug and alcohol test. Reasonable cause is defined as a belief based on observation, specific, articulable, objective facts where the rational inference to be drawn under the circumstances and in light of experience is that the person is under the influence of drugs or alcohol.
In the event that an employee is involved in an accident while driving a Company owned/leased vehicle (including any machinery), the Company will require the employee to submit to a drug and alcohol test.
Any employee who refuses to submit to drug testing as provided for in this Policy, may be asked to leave the office or client facility immediately and the employee may be terminated.
The Company recognizes that in certain states employers are prohibited from subjecting employees to random drug testing; therefore, in those states where random drug testing is prohibited, this part of the Policy will be suspended.
Drug and alcohol tests that may be used include (but are not limited to) blood tests, breath analysis, saliva tests, hair tests, as well as urinalysis or other scientific methods. Any measurable amount of illegal drugs detected by scientific testing in an employee's system is a violation of the Drug and Alcohol Policy of the Company and may result in immediate termination.
Coordination with Law Enforcement Agencies
The Company reserves the right, at all times, and without prior notice, to inspect and search any and all Company Property and Premises for purposes of determining whether this Company policy or any other Company policy has been violated, or whether such inspection and investigation is necessary for purposes of promoting safety in the workplace or compliance with state and federal laws. Moreover, the Company may permit or request public safety and law enforcement officials to conduct searches of Company Property. Such inspections may be conducted during or after business hours and in the presence or absence of the employee.The sale, use, purchase, transfer or possession of an illegal drug or drug paraphernalia is a violation of the law. The Company will report information concerning possession, distribution, or use of any illegal drugs to law enforcement officials and will turn over to the custody of law enforcement officials any such substances found on Company Premises or Property. The Company will cooperate fully in the prosecution and/or conviction, of any violation of the law.
Treatment and Education
The Company encourages employees to seek help if they are concerned that they have a drug and/or alcohol problem. The Company encourages employees to utilize the services of qualified professionals in the community to assess the seriousness of suspected drug or alcohol problems and identify appropriate sources of help.
The Company will not provide any assessment, referral, treatment or education assistance to employees other than as provided by the Company's health care insurance. Entering into or use of any assessment, referral, treatment or education program relating to drug and alcohol abuse shall be at the sole discretion of the employee, and unless the Company's health care insurance pays for such a program, the entire cost of the program shall be borne by the employee.
Reservation of Rights
The Company reserves the right to interpret, change, suspend, cancel or dispute, with or without notice, all or any part of this Policy, or procedures or benefits discussed herein. The Company expressly reserves the right to initiate employee testing procedures if the Company determines the same to be advisable. Employees will be notified before the implementation of any change and a description of any drug testing program will be provided to employees prior to the implementation of such program. Employees will also be provided with a copy of any revised Drug and Alcohol Policy.
Although adherence to this Policy is considered a condition of continued employment, nothing in this Policy alters an employee's status and shall not constitute nor be deemed a contract or promise of employment. Employees remain free to resign their employment at any time for any or no reason, without notice, and the Company retains the right to terminate any employee at any time, for any or no reason, without notice.
Other Laws and Regulations
The provisions of this Policy shall apply in addition to, and shall be subordinated to, any requirements imposed by applicable federal, state or local laws, regulations or judicial decisions. Unenforceable provisions of this policy shall be deemed to be deleted.
The purpose of fair competition standards is to ensure full, effective and fair competition and, in particular, to protect consumers from unfair or anti-competitive behavior. It is Comstock's policy not only to adhere strictly to the fair competition standards that are a matter of law in virtually every country in which we operate, but also to conduct company affairs with the highest moral, legal and ethical principles consistent with the spirit of these laws.