Natural Resources, Inc.
CODE OF BUSINESS CONDUCT AND ETHICS
The purpose of this Code of Business
Conduct and Ethics (the "Code") is to convey the basic principles of
business conduct and ethics expected of all individuals subject to the Code, as
well as emphasize the importance of complying with all applicable laws. The
Code is general in nature and not intended to be all inclusive. The fact that a
certain action or activity is not mentioned as improper does not imply that it
is permissible. Conduct or activities which may not be illegal under applicable
law or regulation are nonetheless prohibited if they violate this Code, the
Compliance Manual or other policy of Harvest. As used in this Code, "Harvest"
or "Company" means Harvest Natural Resources, Inc. and its majority
owned affiliated companies, including Harvest Vinccler S.C.A.
Subject to the Code
This Code applies to all directors,
officers, employees and consultants of Harvest, including officers and
employees seconded to other companies. As used in this Code,
"employee" shall mean all of the individuals subject to the Code.
Where noted and as applicable, this Code also applies to an employee’s and
director's family members' including spouse, children and other close
Harvest is committed to conducting
its business, and to interacting with employees, business partners,
governmental entities, the public and our communities, in a responsible, ethical
and lawful manner. Harvest is also committed to providing employees safe
working conditions in an environment conducive to initiative, creativity and
A high standard of ethical business
conduct is the responsibility of each employee. Unethical actions, or the
appearance of unethical actions, are not acceptable. Employees are expected to
apply the following principles of behavior in carrying out their business
- Loyalty. No employee should be, or appear to be,
subject to influences, interests, or relationships which conflict with the
best interests of Harvest. Employees shall act within their authority and
in the best interests of Harvest.
- Observance of Ethical Standards. In the conduct of
business, each employee must adhere to high ethical standards. These
standards include honesty and fairness.
- Fair Dealing. Each employee must deal fairly with
Harvest's customers, suppliers, competitors and employees.
- Compliance with Applicable Laws. Harvest and its
employees are expected to comply with laws and regulations applicable to
Harvest’s business activities.
- Disclosure and Reporting Violations. For the protection
of both Harvest and its employees, it is the responsibility of each
employee to disclose conflicts of interest and report violations of this
- While it is impossible to describe every circumstance
which may create a conflict of interest, employees and their family
members must knowingly avoid the following situations:
a. owning any interest (other than nominal amounts of stock
in publicly-traded companies) in any supplier, customer or competitor.
Generally, financial interests which, regardless of value, amount to less than
1% of an enterprise would be considered "nominal";
b. consulting with, or being an employee of, any customer,
lessor, lessee, contractor, supplier or competitor;
c. providing services to another company engaged in any
capacity in oil or gas businesses;
d. participating in any outside business activities that are
competitive with any of Harvest’s businesses;
e. purchasing from, or selling to, Harvest assets, goods or
f. serving on the board of directors of any customer, lessor,
lessee, contractor, supplier or competitor; and
for personal benefit or diverting to others any business opportunity learned of
in the course of employment with Harvest or which the employee could reasonably
anticipate Harvest might be interested except where full disclosure of all
facts is made known to Harvest in advance to permit it to protect its
- Employees should devote their full time and ability to
Harvest business during regular business hours. Participating in outside activities
which are so substantial that they interfere with any employee’s ability
to devote appropriate time and attention to his or her job
responsibilities with the Company should be avoided.
- Employees must not disclose any information that is
confidential, proprietary or privileged about Harvest, its affairs, or its
personnel to any person without authorization and may not use this
information for the benefit of anyone other than Harvest.
- Employee’s should use Harvest’s assets and property and
engage Harvest personnel only for Harvest’s legitimate business
objectives. Prior management approval may be necessary for other limited
purposes such as charitable contributions and activities.
- Employees may not do indirectly that which is
prohibited explicitly by this Code. In addition, an employee will be
considered to have an interest in a matter if an employee’s family members
have an interest in the matter.
All employees of Harvest are
expected to comply with the letter and spirit of all applicable laws and
regulations (federal, state, local and foreign) and to observe high ethical
standards. In order to assist employees in fulfilling this duty, Harvest has
prepared policies for compliance with certain of the laws related to Harvest’s
operations. These policies are contained in the Harvest Natural Resources
Compliance Manual which is provided to each employee. The Compliance Manual
forms a part of Harvest’s compliance program to assure that all of its
activities comply with the letter and spirit of the law. The Compliance Manual
may be revised from time to time to reflect changes in the laws and regulations
and the laws of countries in which the Company operates. Attachment
"I" is a guideline to the contents of the Compliance Manual.
Harvest and its employees can realize a number of substantial benefits from
having an effective compliance program. A compliance program can prevent
violations that would otherwise expose Harvest, its directors, officers and
employees to prosecution and penalties. Even where violations occur, an
effective compliance program can lead to early detection of wrongdoing and the
reduction of associated risks. Finally, an effective compliance program can
enhance shareholder and investor confidence that Harvest has a culture of
ethical behavior and legal compliance.
and Reporting of Violations
- It is the responsibility of each employee to disclose
conflicts of interest and report violations of this Code or the Compliance
Manual. This includes reporting instances of fraud or violations of
applicable laws and regulations; raising concerns or making complaints
over accounting, internal accounting controls and auditing matters; and
promptly disclosing to management all material information relating to
Harvest to help assure the full, fair, accurate, timely and understandable
disclosure in reports or documents that Harvest files with any
- Employees must disclose any interests which constitute
a conflict of interest. Upon request by Harvest employees will be required
to sign an Annual Compliance Statement disclosing any reportable
interests. Annual Compliance Statements will be required of all Harvest
Natural Resources, Inc. employees and, to the greatest extent practicable,
employees of foreign subsidiaries.
- Harvest’s business reputation depends on strict
adherence to the provisions of the Code and the Compliance Manual. All
employees are encouraged and obligated to report any known or suspected
violations of any law, regulation, Harvest
policy, the Code or the Compliance Manual to the employee’s supervisor or
the General Counsel for Harvest. For the protection of both the Company
and the employee, it is essential that prompt and full disclosure be made
of any situation which may involve a violation of the Code or the
- The Audit Committee of the Harvest Board of Directors
has also established procedures for employees or consultants who wish to
make a complaint or raise a concern over accounting, internal accounting
controls or auditing matters concerning Harvest or any of its companies.
These procedures are part of Harvest’s commitment to the maintenance of
books and records that accurately and fairly reflect the Company’s
transactions and disposition of assets. Employees who wish to make a
complaint may do so by contacting Harvest’s General Counsel (or his
alternate) by mail, phone or e-mail. All complaints received by the
General Counsel will be reported to the Audit Committee of the Board of
Directors on an anonymous basis. The Audit Committee will determine the
extent and scope of any investigation to be undertaken as a result of a
contact information for the General Counsel is:
Harvest Natural Resources, Inc.
1177 Enclave Parkway, Suite 300
Houston, Texas U.S.A. 77077
Direct Dial: (281) 899-5710
Fax: (281) 899-5702
the absence of the General Counsel or if for some reason an employee feels he
or she cannot contact him, you may make contact:
Fulbright & Jaworski
2200 Ross Avenue, Ste 2800
Dallas, TX 75201
Direct Dial: (214) 855-8369
Fax: (214) 855-8200
employee makes a complaint in a language other than English, arrangements will
be made for a translator who is not an employee of the Company.
- Employees, consultants and third parties may report a
violation or make complaints anonymously, and the Company will take
measures to assure that name of any person making a complaint will not be
revealed to any other person in the company. In addition, all complaints
will be treated confidentially and will not be revealed to any other
person in the Company, except to the extent necessary to conduct an
investigation and consistent with the Harvest’s legal obligations. The
number to Harvest's Ethics & Compliance Hotline is 281-899-5796.
- No employee or consultant will be retaliated against
for making a good faith complaint and Harvest will not tolerate anyone
engaging in retaliatory conduct. Any employee who engages in or threatens
retaliatory conduct against another employee or consultant will be subject
to disciplinary action, up to and including termination. Any complaints
for retaliatory action can also be made to the General Counsel or his
alternate. All such complaints will be reported to the Human Resources
Committee of the Board of Directors, who will determine the extent and
scope of any investigation.
Senior management has primary
accountability for ensuring that all Harvest activities comply with the letter
and spirit of the law and this Code. All managers are accountable for the
implementation of this Code.
Employees are expected to familiarize themselves with the laws, rules and
regulations that apply to their work and business activities and become well
informed as to their legal and ethical responsibilities. Harvest Natural
Resources, Inc. is a corporation organized in the United States, and the laws
of the United States frequently extend to the operations of Harvest and its
affiliates in other countries and to its employees wherever they live and work.
Other countries may also apply their own laws outside their borders to their citizens
and to the corporations that are organized under their laws. In some instances,
there may be a conflict between the applicable laws of two or more countries.
When an employee encounters such a conflict, it is important to contact the
General Counsel for Harvest to understand how to resolve that conflict
A violation of this Code or the
Compliance Manual, or a false or misleading answer or response to a
questionnaire or Annual Compliance Statement can result in disciplinary action
against the employee, and could lead to discharge. Harvest may also be
obligated to bring known violations of law to the attention of appropriate
Any waiver of this Code for an
employee other than an officer may only be made by the President and Chief
Executive Officer and reported to the Audit Committee. Waivers of this Code for
a director or officer may only be made by the Board of Directors of Harvest or
a committee of the Board.
Approved by the Board of Directors
of Harvest Natural Resources, Inc. on
July 6, 2014
DESCRIPTION OF HARVEST COMPLIANCE POLICIES
- Accurate Books, Records and Documents. This policy establishes guidelines and procedures
relating to keeping books and records that accurately and fairly reflect
the Company’s transactions and its dispositions of assets. This policy
also requires the maintenance of a system of internal audit controls.
- Anti-Harassment Policy. This policy prohibits discriminatory or harassing
action because of race, sex, color, age, religion, national origin,
disability, veteran’s status, sexual orientation, or any other unlawful
- Equal Employment Opportunity. This policy establishes and communicates Harvest
policy regarding equal employment opportunity for Harvest employees or
- Health, Safety and Environmental Laws. This policy establishes and communicates Harvest
policy concerning the protection of the health and safety of employees and
other persons affected by Harvest’s business activities. This policy also
addresses protection of the environment with respect to Harvest’s business
activities and operations.
- Antitrust Laws.
This policy affirms Harvest’s belief that vigorous and fair competition is
in the best interest of its employees, its shareholders and the Company.
This policy highlights areas which may involve antitrust risk and is
intended to help employees recognize problems and seek guidance before
- Commercial Relationships. This policy illustrates the high ethical standards
expected of every employee by prohibiting:
- Paying or receiving money, gifts, loans or other favors
which may influence business decisions or compromise independent judgment;
- Giving or receiving any trip or entertainment,
including tickets to sporting events, without the employee’s supervisor’s
prior approval; and
- Paying or receiving kickbacks for obtaining business
for or from Harvest.
policy does not prohibit receiving inexpensive gifts or services which are
acceptable under normal and customary social circumstances, so long as the
gratuity does not compromise the conduct of the recipient. In addition, this
policy does not prohibit normal business entertainment and related expenses
which are incurred in connection with Harvest’s business.
- Payments to Governmental Officials. This policy concerns criminal violations under the
Foreign Corrupt Practices Act and related foreign laws for making payments
or giving any other thing of value to a foreign governmental official for
the purposes of influencing a decision or to obtain business. An employee
of a government owned oil company is considered a
governmental official. The policy addresses exceptions under the law for
"facilitating payments" and the Company’s policy and procedures
with respect to such payments. Transactions which are unethical or
otherwise reflect adversely on the management of the Company are also
prohibited under this policy.
- International Business Relationships. This policy provides guidelines for
"International Business Relationships" such as employment of
foreign consultants; foreign business combinations where a third party
obtains an equity position; foreign marketing, sales or licensing
agreements; or service contracts with foreign providers. The policy
provides specific requirements and procedures for reviewing and entering
into any International Business Relationships.
- Disclosure Controls and Procedures. This policy establishes procedures to ensure that
information required to be disclosed in Harvest’s public filings is
recorded, processed, summarized and reported within the time periods
specified by applicable law and regulations. This policy includes
procedures to ensure that information is accumulated and communicated to
Harvest management, including its Chief Executive Officer, Chief Financial
Officer and Controller, to allow timely decisions regarding required
- Fraudulent Activity.
This policy explains what constitutes "fraudulent activity"
which includes the following:
- fraudulent representations or omissions;
- false reporting of transactions;
- unauthorized activities on behalf of the Company;
- falsification of Company records or financial
- forgery or alteration of negotiable instruments;
- misappropriation of company, employee, joint venture
partner, customer or supplier assets; and
- conversion to personal use of cash, securities, supplies or other
strictly prohibits any form of fraudulent activity.
- Loans to Directors and Officers. This policy prohibits direct or indirect loans to
directors or officers of Harvest.
- Political Contributions. This policy prohibits the use or contribution of any
Harvest funds or assets to political parties or candidates, except as
- Use and Public Disclosure of Inside Information. This policy establishes guidelines for compliance with
U.S. federal statutes and regulations of the Securities Exchange
Commission and the New York Stock Exchange regarding the use and public
disclosure of inside information and trading in the Company’s stock.
- Use of Electronic Media and Software Licensing. This policy provides guidance for the use of electronic
media services made available to Harvest, such as computers, e-mail, the
Internet and telephones. This policy also establishes procedure to ensure
the adherence to all copyright laws and licensing terms for any software
used on Harvest computers.
This policy establishes a uniform process and policy for retaining
consultants or independent contractors by Harvest or any of its affiliated