Gifts, Bribes and Kickbacks
than for modest gifts given or received in the normal course of business
(including travel or entertainment), neither you nor your relatives may
give gifts to, or receive gifts from, Tri-Valley’s clients or vendors.
Other gifts may be given or accepted only with prior approval of your
senior management and in no event should you put Tri-Valley or yourself in
a position that would be embarrassing if the gift was made public.
with government employees is often different than dealing with private
persons. Many governmental bodies strictly prohibit the receipt of any
gratuities by their employees, including meals and entertainment. You must
be aware of and strictly follow these prohibitions.
employee who pays or receives bribes or kickbacks will be immediately
terminated and reported, as warranted, to the appropriate authorities. A
kickback or bribe includes any item intended to improperly obtain favorable
may not request or accept a loan from Tri-Valley.
Improper Use or Theft of Tri-Valley Property
employee must safeguard Tri-Valley property from loss or theft, and may not
take such property for personal use. Tri-Valley property includes
confidential information, software, computers, office equipment and supplies.
You must appropriately secure all Tri-Valley property within your control
to prevent its unauthorized use.
Covering Up Mistakes; Falsifying Records
should never be covered up, but should be immediately fully disclosed and
corrected. Falsification of any Tri-Valley, client or third party record is
Abuse of Tri-Valley, Client or Vendor Information
may not use or reveal Tri-Valley, client or vendor confidential or
proprietary information to others. This includes business methods, pricing
and marketing data, strategy, computer code, screens, forms, experimental
research, and information about our current, former and prospective clients
Tri-Valley employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair-dealing practice.
Fair Competition and Antitrust Laws
must comply with all applicable fair competition and antitrust laws. These
laws attempt to ensure that businesses compete fairly and honestly and
prohibit conduct seeking to reduce or restrain competition. If you are
uncertain whether a contemplated action raises unfair competition or
antitrust issues, management (with the help of our legal counsel) can
is usually illegal to buy or sell securities using material
information not available to the public. This "inside"
information includes, but is not limited to, information that Tri-Valley
has not released to the general public about significant contracts, claims,
liabilities, major litigation, potential sales, mergers or acquisitions,
and oil, gas and mineral plans, activities, discoveries, forecasts or
you give such undisclosed inside information to others, you as well as the
recipients may be liable as persons who illegally trade securities while
possessing such information. Securities laws may be violated if you, or any
of your relatives or friends trade in securities of Tri-Valley, or any of
its clients or vendors, while possessing information. If you are uncertain,
management (with the help of our legal counsel) can assist you.
Provisions Applicable to the Chief Executive Officer and
Chief Financial Officer
chief executive officer ("CEO") and chief financial officer
("CFO") are responsible for full, fair, accurate, timely and
understandable disclosure in our periodic reports required to be filed with
the Securities and Exchange Commission. As a result, in addition to the
remaining provisions in this code, the CEO and CFO shall:
bring to the attention of the audit committee any information they may
have concerning (a) significant deficiencies in the design or
operation of internal controls which could adversely affect our
ability to record, process, summarize and report financial data or (b)
any fraud, whether or not material, that involves management or other
employees who have a significant role in our financial reporting,
disclosures or internal controls.
bring to the attention of our legal counsel and the audit committee
any information they may have concerning any violation of this code or
of the securities or other laws, rules and regulations applicable to
Tri-Valley and the operation of its business;
bring to the attention of our legal counsel and the audit committee
any material transaction or relationship that arises and of which they
become aware that could be expected to give rise to an actual or
apparent conflict of interest;
and maintain the skills necessary and relevant to Tri-Valley’s needs
with respect to maintenance of adequate disclosure controls and
internal controls and procedures; and
promote ethical and honest behavior within Tri-Valley.
code applies to all Tri-Valley employees and its board of directors. There
shall be no waiver of any part of this code, except by a vote of the board
of directors or a designated committee, which will ascertain whether a
waiver is appropriate and ensure that the waiver is accompanied by
appropriate controls designed to protect Tri-Valley. In the event that any
waiver is granted, the waiver must be disclosed publicly in a filing with
the SEC and will be posted on the Tri-Valley website, thereby allowing the
Tri-Valley shareholders to evaluate the merits of the particular waiver.
Reporting Ethical Violations
conduct can reinforce an ethical atmosphere and positively influence the
conduct of fellow employees. If you are powerless to stop suspected misconduct
or discover it after it has occurred, you should report it to the president
or another senior officer. If the suspected misconduct involves the
president or another senior officer, you may report it to the chairperson
of the audit committee. If the suspected misconduct involves financial
accounting or reporting, it must be reported to the chairperson of the
may forward complaints on a confidential or anonymous basis to the
president or to the chairperson of the audit committee.
Accounting and Financial Reporting Matters
misconduct concerning accounting and financial reporting must be reported
to the chairperson of the audit committee. Accounting and financial
reporting misconduct includes, without limitation, the following:
or deliberate error in the preparation, evaluation, review or audit of
any or our financial statements;
or deliberate error in recording and maintaining our financial
in or noncompliance with our internal accounting controls;
or false statements to or by a senior officer with respect to a matter
contained in our financial records, financial reports or audit
from full and fair reporting of our financial condition.
to the secretary of the audit committee may be made to: Milt Carlson