CODE OF CONDUCT FOR
DIRECTORS, OFFICERS AND EMPLOYEES OF POPE RESOURCES AND ITS SUBSIDIARIES AND AFFILIATES
This Code of Conduct ("Code") reaffirms Pope Resources’ long-standing policy that its directors, officers and employees (collectively “Individuals”) must conform to the highest legal, ethical and moral standards in conducting the respective businesses of Pope Resources and its affiliated entities (collectively the “Partnership” or “Pope Resources”). This Code is intended to promote vital Partnership priorities. Consistent, uniform adherence by Individuals will allow the Partnership to:
- Foster a standard of conduct which reflects positively on Pope Resources and its employees;
- Ensure compliance with laws and regulations which govern Pope Resources’ business activities;
- Appropriately and effectively manage its business and financial matters;
- Disclose accurately and on a timely basis the financial condition of the Partnership in compliance with applicable accounting principles, laws and regulations; and
- Maintain and promote a corporate climate that values and protects the integrity and dignity of each individual.
This Code should be read in combination with other applicable policies of the Partnership. Each Individual is responsible for understanding and adhering to the Code and to each other applicable Partnership policy. This Code provides general guidelines, and each Individual must exercise good judgment and practice good-faith adherence to all policies to determine whether his or her conduct is appropriate in specific situations. Responsibility for adherence to this Code rests with each Individual. Pope Resources insists upon lawful and ethical behavior by its employees, officers and directors. Toward that end, each person subject to this Code is encouraged to discuss any questions of interpretation or application of this Code to a particular circumstance with either the appropriate management representative or one of Pope Resources’ executive officers.
ACTING WITH HONESTY, INTEGRITY, AND GOOD FAITH
Individuals shall act with honesty and integrity in all of their actions on behalf of the Company and in all their interactions with others, both within and outside the Company. Individuals shall act in good faith, responsibly, with due care, competence and diligence. Individuals shall not misrepresent material facts or otherwise act dishonestly, nor shall they encourage, accede to, or participate in misrepresentations or other dishonest acts by others.
Pope Resources endeavors to acquire competitive advantages over its competitors through superior performance, and never through unethical or illegal business practices. Each Individual shall respect the rights of, and deal fairly and ethically with, Pope Resources’ customers, suppliers, competitors and employees. No Individual may take unfair advantage of any person or organization through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair dealing or unethical practice.
PROVIDING ACCURATE AND COMPLETE INFORMATION
Pope Resources is a publicly traded limited partnership. Investors rely upon the Partnership’s reports and information. It is important to provide information that is accurate, complete, objective, relevant, timely, and understandable. Every employee shall follow prescribed accounting and reporting procedures to the extent relevant to his/her duties. All of Pope Resources’ accounting books, records, reports and financial statements, as well as supporting papers, must accurately reflect and describe Partnership transactions and must conform both to applicable legal requirements and to Pope Resources’ system of internal control. The Partnership will not tolerate the falsification, secreting, or alteration of records or information in any way to conceal or distort assets, liabilities, revenues, or expenses.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Pope Resources is committed at all times to complying with the law. Individuals and the Partnership shall comply with rules and regulations of federal, state, and local governments, and other private and public regulatory agencies that govern or oversee the Partnership’s activities. No one is authorized to undertake any activities in the name of Pope Resources, whether administrative, operating or financial, that would violate any local, state, federal or foreign laws or regulations. On the contrary, unlawful acts are always outside the scope of employment. Pope Resources neither condones nor tolerates any conduct that violates the law or discredits its good reputation. It is the duty of each employee to avoid any circumstance that would violate this Code or the laws and regulations that govern Pope Resources’ business.
Individuals shall respect the confidentiality of information acquired in the course of their work except when authorized or otherwise legally obligated to disclose. Confidential information is deemed to be the exclusive property of Pope Resources. In the course of their work for Pope Resources, employees may become aware of confidential information. Such information must be held in strictest confidence both during and after the term of employment. Furthermore, confidential information is to be used solely for Partnership purposes and never for personal advantage or gain of the employee.
Employees shall read and comply with Pope Resources’ policy on insider trading, available to Individuals on the Partnership’s intranet or by request made to the CFO.
SHARING KNOWLEDGE, MAINTAINING SKILLS, AND PROMOTING ETHICAL BEHAVIOR
Individuals shall share knowledge and maintain skills important and relevant to their constituent’s needs. Individuals shall promote ethical behavior as responsible partners among their peers in their respective work environments.
RESPONSIBLE USE AND CONTROL OF PARTNERSHIP ASSETS
Individuals should endeavor to protect Pope Resources’ assets and ensure their efficient and proper use. Theft, carelessness and waste have a direct impact on Pope Resources’ profitability. Any suspected incident of fraud or theft should be immediately reported to the Chief Financial Officer or the Audit Committee. Pope Resources’ assets should be used for legitimate business purposes, subject to limited incidental exceptions only in accordance with established Partnership policies.
Pope Resources takes seriously its commitment to good stewardship of the environment. Accordingly, each Individual shall act in accordance with the Partnership’s Stewardship and Land Use Principles when making decisions that could have an environmental impact.
CONFLICTS OF INTEREST AND PARTNERSHIP OPPORTUNTIES
Conflicts of interest may impair an Individual’s responsible use and control of Partnership assets. A “conflict of
interest” exists when a person’s private interest interferes in an improper way with the interest of the Partnership.
Conflicts can arise when an Individual takes actions or has interests that may make it difficult to perform his or her
duties for the Partnership objectively and fairly. Conflicts can also arise when an Individual (or a member of his or
her family) receives improper personal benefits as a result of his or her position with the Partnership. Individuals
must avoid situations in which his or her interests, actually or apparently, conflict with the interests of the
Partnership. Even the appearance of a conflict of interest may be as damaging to the person and to Pope Resources
as an actual conflict. Therefore, Individuals shall avoid actual or apparent conflicts of interest except as expressly
authorized by the Board of Directors. Individuals with questions or concerns regarding conflict-of-interest issues
are invited to contact the Chief Financial Officer.
To avoid conflicts of interest and to protect Partnership resources, employees are expected to devote their full
professional time and attention to the affairs of Pope Resources during applicable normal working hours. No
Individual may engage in a business or secondary employment that interferes with his or her responsibilities to the
Partnership, either because of time demands or because the nature of the other engagement distracts from or
conflicts with his or her activities in respect of Pope Resources. No Individual may use Partnership property or
information, or his or her position with Pope Resources, for improper personal gain and no employee may serve on
the board of directors of any business (other than a nonprofit, religious, civic or charitable organization) outside the
Partnership without the approval of the President or Chief Financial Officer. The Chief Executive Officer and the Chief Financial Officer of the Partnership shall also require the approval of the Board of Directors before agreeing to serve on any such business board.
Any Individual who learns of a business or investment opportunity through his/her position with the Partnership or use of Partnership assets or information may not participate in the opportunity (or direct a third party to do so) without the prior written approval of the Chief Executive Officer or the Chief Financial Officer after first presenting the opportunity to the Partnership with a written description of the relevant details. If an Individual is unsure if the Partnership would have a legitimate interest in a particular business or investment opportunity, he or she should consider whether the opportunity has anything to do with his or her position with the Partnership and whether the size or nature of the opportunity is such that the Partnership would be interested in it. If the answer to either of those inquiries is yes, or if the Individual remains unsure whether the Partnership has a legitimate interest in the opportunity, he or she must raise the opportunity with appropriate management personnel before proceeding.
Individuals may not compete with the Partnership directly or indirectly.
COMPLIANCE AND REPORTING
All Individuals have the obligation to promptly inform an appropriate management representative of any conduct that violates the law or any Partnership policy, including this Code. In certain circumstances, concerns of Individuals may be most appropriately reported to the Partnership’s Audit Committee. Individuals may choose to communicate with the Audit Committee in any manner that they find comfortable, including through the formal Audit Committee Notification System that has been established and which employees may access either via e-mail or telephone. Information about this system may be found on the Partnership’s intranet. Pope Resources does not permit retaliation of any kind for reports of misconduct by others made in good faith. Where appropriate or required, anonymity will be protected. If, after due internal investigation, noncompliance is found, those responsible will be the subject of disciplinary action including, when appropriate, dismissal. Individuals are expected to cooperate in internal investigations of misconduct, and no provision of this Code or of any other policy, guideline or document of the Partnership should be construed to prohibit or inhibit an Individual from reporting misconduct to the United States Securities and Exchange Commission or any other appropriate enforcement authority.
WAIVERS OF THE CODE
Only the Board of Directors, or a committee thereof comprised of independent directors, may make any waiver of this Code for officers or directors and any such waiver shall be promptly disclosed as required by SEC and NASDAQ regulations.
Thomas M. Ringo
President and CEO