Panhandle Oil and Gas Inc., (“the Company”) has a Code of Ethics and Business Practices
applicable to all employees of the Company and its subsidiaries. The Chief Executive Officer,
the Chief Financial Officer and the Controller of the Company (the “Senior Financial Officers”)
are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and
compliance with law. Because of the important and elevated role in our corporate governance
held by the Senior Financial Officers, they are subject to the following additional policies set
forth in this Code of Ethics:
- The Senior Financial Officers will exhibit and promote the highest standards of
honest and ethical conduct through the establishment and operation of policies and procedures
that encourage and reward professional integrity in all aspects of our financial organization, by
eliminating inhibitions and barriers to responsible behavior, such as coercion, fear of reprisal, or
alienation from our financial organization or our Company. The Senior Financial Officers will
demonstrate their personal support for such policies and procedures through periodic
communication reinforcing these ethical standards throughout our finance organization.
- The Senior Financial Officers are responsible for full, fair, accurate, timely and
understandable disclosure in the periodic reports required to be filed by the Company with the
Securities and Exchange Commission. Therefore, Senior Financial Officers are required to
familiarize themselves with the disclosure requirements applicable to the Company as well as
the business and financial operations of the Company. It is the responsibility of each Senior
Financial Officer to promptly bring to the attention of the Audit Committee of the Board of
Directors any material information of which he or she may become aware that affects the
disclosures made by the Company in its public filings or otherwise assist the Audit Committee
in fulfilling its responsibilities as specified in the Audit Committee Charter.
- Each Senior Financial Officer shall promptly bring to the attention of the Audit
Committee any information he or she may have concerning (i) significant deficiencies in the
design or operation of internal controls which could adversely affect the Company’s ability to
record, process, summarize and report financial data or (ii) any fraud, whether or not material,
that involves management or other employees who have a significant role in the Company’s
financial reporting, disclosures or internal controls.
- Each Senior Financial Officer shall promptly bring to the attention of our outside
legal counsel and/or to the Audit Committee any information he or she may have concerning
any violation of the Company’s Code of Ethics and Business Practices, including any actual or
apparent conflicts of interest between personal and professional relationships, involving any
management or other employees who have a significant role in the Company’s financial
reporting, disclosures or internal controls.
- Each Senior Financial Officer shall promptly bring to the attention of our outside
general counsel and/or to the Audit Committee any information he or she may have concerning
evidence of a material violation of the securities or other laws, rules or regulations applicable to
the Company and the operation of its business, by the Company or any agent thereof.
- The Board of Directors shall determine, or designate appropriate persons to
determine, appropriate actions to be taken in the event of violations of the Company’s Code of
Ethics and Business Practices or this Code of Ethics by the Senior Financial Officers. Such
actions shall be reasonably designed to deter wrongdoing and to promote accountability for
adherence to the Code of Ethics and Business Practices and this Code of Ethics, and shall
include written notices to the individual involved that the Board has determined that there has
been a violation. In determining what action is appropriate in a particular case, the Board of
Directors or such designee shall take into account all relevant information, including the nature
and severity of the violation, whether the violation was a single occurrence or repeated
occurrences, whether the violation appears to have been intentional or inadvertent, whether the
individual in question had been advised prior to the violation as to the proper course of action
and whether or not the individual in question had committed other violations in the past.
President/CEO
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Vice President/CFO
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Controller/Internal Audit Director
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