Code of Ethics
Adopted February 25, 2005
The honesty, integrity and sound judgment of each director, officer and employee is fundamental to Odyssey's reputation and success.
Honest and Ethical Conduct
To the best of their knowledge and ability each director, officer and employee shall:
Conflicts of Interest
Directors, officers and employees must avoid conflicts of interest. Any activity that has the appearance of a conflict of interest must be reviewed and when appropriate, approved by the Audit Committee of the Board. A "conflict of interest" occurs when an individual's personal interest interferes with the interests of Odyssey. A conflict of interest can arise when a director, officer or employee takes actions or has personal interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest also arise when a director, officer or employee, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position in the Company.
Protection and Proper Use of Company Assets
All employees shall safeguard Odyssey property from loss or theft, and may not take such property for personal use. All Odyssey assets should only be used for legitimate business purpose.
It is the policy of Odyssey to comply with all applicable laws, rules and regulations. It is the personal responsibility of each director, officer and employee to adhere to the standards and restrictions imposed by those laws, rules and regulations in the performance of his or her duties for Odyssey, including those relating to accounting and auditing matters and insider trading. It is both illegal and against Odyssey policy for any individual to profit from undisclosed information relating to Odyssey. Anyone who is aware of material nonpublic information relating to Odyssey may not purchase or sell Odyssey securities. More detailed rules governing the trading of securities by the Company's employees, officers and directors are set forth in the Company's Insider Trading Policy. If an employee has questions regarding any potential violations of applicable laws, rules or regulations, they should consult with the company's general counsel.
It is Odyssey's policy that the information in its public communications, including SEC filings, be complete, fair, accurate, timely and understandable. All directors, officers and employees who are involved in Odyssey's disclosure process are responsible for acting in furtherance of this policy. In particular, the Chief Executive Officer, the Chief Financial Officer, and the principal accounting officer (the "Senior Financial Officers") are required to maintain familiarity with the disclosure requirements applicable to Odyssey. All directors, officers and employees are prohibited from knowingly misrepresenting, omitting or causing others to misrepresent or omit material facts about Odyssey to others, whether within or outside the Company, including Odyssey's independent auditors.
In carrying out Odyssey's business, directors, officers and employees often learn confidential or proprietary information about Odyssey, its customers or suppliers. Directors, officers and employees must maintain the confidentiality of all information so entrusted to them except when disclosure is authorized or mandated.
Directors, officers and employees are prohibited from the personal use of opportunities that could occur through the use of corporate property, information or their position with the Company. No director, officer or employee may use corporate property, information or position for improper personal gain and may not compete with the Company directly or indirectly. Directors, officers and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
The Company does not seek competitive advantages through illegal or unethical business practices. Each employee, officer and director should endeavor to deal fairly with the Company's customers, service providers, suppliers, competitors and employees. No employee, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any unfair dealing practice.
Equal Employment Opportunity and Harassment
Concern for the personal dignity and individual worth of every person is an indispensable element in the standard of conduct that we have set for ourselves. The Company affords equal employment opportunity to all qualified persons without regard to any impermissible criterion or circumstance. This means equal opportunity in regard to each individual's terms and conditions of employment and in regard to any other matter that affects in any way the working environment of the employee. We do not tolerate or condone any type of discrimination prohibited by law, including harassment.
Administration and Reporting
Any violation of this Code of Ethics will be subject to appropriate discipline, up to and including dismissal from the Company and prosecution under the law. The Audit Committee of the Board shall have the authority to apply and interpret this Code in all situations affecting directors, officers and employees. Any waiver of, or amendments to, the Code for directors or executive officers (including Senior Financial Officers) of Odyssey may be made only by the Board of Directors and must be promptly disclosed as required by law or stock exchange regulations. Employees are encouraged to talk to their managers or other appropriate personnel when in doubt about the best course of action in a particular situation. Any potential violations of this Code should be reported to the Chairman of the Audit Committee of the Board (George Knutsson (813) 220-6959) or by filing a complaint procedure as referenced in the attached Audit Committee Complaint Procedures for Accounting and Related Matters.
AUDIT COMMITTEE COMPLAINT PROCEDURES
FOR ACCOUNTING AND RELATED MATTERS
Approved by the Board of Directors on February 25, 2005
It is the policy of Odyssey Marine Exploration, Inc. (the "Company") to encourage open and effective channels of information in order to help ensure the accuracy and reliability of its financial statements and disclosures. In the absence of adopting formal procedures for receiving and handling complaints on an anonymous and confidential basis, an employee or other individual may otherwise be reluctant to report concerns regarding accounting or other matters because of fear of retaliation by the Company's management or other employees. Pursuant to Section 301 of the Sarbanes Oxley Act of 2002, the applicable rules of the Securities and Exchange Commission and the listing standards of the NASDAQ Stock Exchange, the Audit Committee has adopted this "Audit Committee Complaint Procedures for Accounting and Related Matters" which shall be communicated to the Company's employees. This establishes procedures for: (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the submission by employees of the Company, on a confidential and anonymous basis, of concerns regarding questionable accounting or auditing matters.
The Audit Committee has adopted the following procedures for the submission and handling of complaints or concerns: