Code of Ethics
The Board of Directors of Revenir Energy Inc. (together with its subsidiaries, “Revenir”) has created this Code of Ethics (the “Code”) to establish standards of integrity, honesty, and ethical conduct that all employees, officers and members of the board of directors must follow.
This Code is a statement of principles and a reference point. It applies to all of Revenir’s officers and employees and to all members of its board of directors. It does not cover every situation, nor does it set forth every applicable law or policy.
Responsibilities and Behaviors
Revenir is committed to promoting and adhering to the highest ethical standards in the conduct of its business. Therefore, the integrity of each employee, officer and director is of paramount importance. Revenir requires all employees, officers, and directors to be accountable for their actions and to conduct business with the utmost integrity.
Employees, officers and directors must conduct business in strict observance of Revenir’s Code of Ethics as well as applicable federal, state, and local laws and regulations or face disciplinary action, up to and including termination or removal, and, if applicable, referral to the authorities for prosecution.
It is your responsibility as a representative of Revenir to act ethically and with the highest level of integrity. If you are unclear about the appropriate response to a particular situation, it is your responsibility to use all of the resources available to you and to seek guidance where appropriate. One point should be clear: each employee, officer, and director is individually responsible for his or her own actions.
Conflicts of Interest
Revenir requires you to conduct your outside associations and personal business, financial, and other relationships in a manner that will avoid any conflict of interest, or the appearance of a conflict of interest, between yourself and Revenir. The term "outside association" includes any affiliation, association, interest, or employment that you have with an entity other than Revenir.
It is impractical to conceive of and set forth rules that cover all situations in which a conflict of interest may arise. The basic factor in all conflict of interest situations is, however, the division of loyalty, or the appearance of a division of loyalty, between Revenir’s best interests and your personal interests that could possibly affect, or appear to affect, your judgment or actions or your ability to perform your work objectively or effectively. Guidelines with respect to some sensitive areas in which conflicts of interest are likely to occur are set forth below. The following is not an exhaustive list of potentially problematic areas, but rather a guide in applying Revenir’s basic conflict of interest policy to any situation.
You may have a conflict of interest if you, a member of your family, or your business partner or associate owns or has a direct or indirect interest in, or incurs indebtedness to, an entity with which Revenir has or is likely to have a business relationship or which Revenir competes or is likely to compete. Investments in small amounts of stock or bonds of a publicly held company should not give rise to any conflict of interest. The question of when an investment may become so substantial as to possibly affect, or appear to affect, your judgment or actions is largely dependent on the circumstances and must be addressed on a case-by-case basis.
A conflict of interest may also arise when you or a member of your family holds a position as an employee, officer, director, or partner of an entity with which Revenir has or is likely to have a business relationship or with which Revenir competes or is likely to compete.
Revenir expects that each employee, officer, and director will avoid circumstances that could discredit Revenir, unduly cause unfavorable criticism of Revenir, or impair public confidence in Revenir’s integrity. Any associations, interests, and business relationships that you have that might impact your judgment or cause you to act in ways that are not in the best interests of Revenir, or that might appear to cause such divided loyalties, will be permitted only with the CEO’s approval.
Acceptance of Gifts
You may not accept, either directly or indirectly, gifts, favors, or services –from persons or entities with which Revenir has or is likely to have a business relationship or with whom Revenir competes or is likely to compete, other than those with a value of less than $250 per occurrence or which are part of an oil and gas industry event such as a clay shoot, golf tournament or dinner sponsored by an industry association. Participating in occasional social activities with those with whom Revenir maintains business relationships will not violate this policy so long as they are reasonable and customary types of social activities in a business context. Before you accept any gift, favor, or services that exceeds a value of $250 per occurrence and is not part of an oil and gas industry event you must report the gift, favor, or services in writing (email is acceptable) to your supervisor.
Revenir supports your participation in civic, charitable, and political activities so long as such participation does not encroach on the time and attention that you are expected to devote to your duties and responsibilities to Revenir. You are to conduct any such activities in a manner that does not involve Revenir or its assets or create an appearance of Revenir’s involvement, endorsement, sponsorship, or support, except with the approval of a Revenir executive officer.
Revenir Funds and Assets
Any expenditure of Revenir’s funds must be in accordance with Revenir’s policies and procedures, as well as applicable law, rule, or regulation.
All Revenir’s property should be used for the benefit of Revenir’s in the conduct of its business. Employees, officers, and directors are responsible for protecting Revenir’s property, and ensuring Revenir’s assets are used for legitimate business purposes and not for personal reasons or benefit.
Employees, officers, and directors are prohibited from using Revenir’s funds, property, or information for personal gain.
Loans and Guarantees
It is Revenir’s policy not to extend loans to, or guarantee the personal obligations of, directors, officers, or employees.
Reporting Procedure for Conflicts of Interest
An employee must report promptly to Revenir’s General Counsel the existence as it arises of any outside association, interest, relationship, or activity that may involve a conflict of interest or the appearance of a conflict of interest. Failure to report such relationships, activities, and interests will be a ground for disciplinary action. Where the nature of the conflict of interest is such that you believe that you are unable to disclose the details of the matters without breaching other confidences, personnel under the direction of the General Counsel (including outside legal advisors) may, if justified, discuss with you a resolution of the conflict consistent with all of your responsibilities.
The General Counsel shall review your disclosures of any conflict of interest and determine the appropriate manner by which Revenir’s approval or disapproval will be provided. You must cooperate fully in the review process by promptly providing all information that is requested. Revenir’s actions with respect to the conflict of interest will consider the spirit of this policy.
Complaints regarding accounting, internal accounting controls, auditing matters, any other concerns regarding questionable accounting or auditing matters, or regarding Equal Employment Opportunity, discrimination, retaliation, harassment, or any other concern whether or not addressed in Revenir’s Employee Handbook may be reported verbally or in writing. Letters should be addressed to the General Counsel at the following address:
Revenir Energy Inc.
ATTN General Counsel
1400 16th St. Suite 510
Denver, CO 80202
Revenir also has a Compliance Hotline dedicated to the receipt of compliance related concerns.
Compliance Hotline: 877-647-3335 – Client Code: Legacy
You can also make a report from the secure website at www.RedFlagReporting.com and click on “File a Report”. Client Code: Legacy
If you wish for your communication to be anonymous, please be sure to eliminate any default (automatic) email signatures and do not sign or state your name. The email address is eliminated when it is forwarded to the Whistleblower Manager, but the content of the email is as written.
Concerns received from Revenir employees will, at the employee’s request, remain confidential or anonymous to the extent practical and as consistent with the need to conduct a thorough investigation of each material concern. In all events, Revenir may disclose information relating to the source of the concern to the extent required by law, or in a regulatory or other proceeding.
Revenir prohibits retaliation against any employee, vendor, or business partner reporting in good faith an actual or suspected concern or participating in an investigation of a concern. Any such retaliation will be grounds for disciplinary action up to and including separation of employment and if applicable, referral to the authorities for prosecution.
The protection of confidential business information and trade secrets of Revenir and its vendors and business partners is vital to the interests and the success of Revenir. Such confidential information includes, but is not limited to, the following examples (in each case to the extent private, confidential, proprietary, and not available to persons or entities outside of Revenir):
property, asset, or production evaluation data
building of asset positions and or potential prospects
acquisition, divestiture, or merger interests, potential targets, or plans
existence of pending acquisitions, divestitures, or other strategic projects
property and leasehold ownership information
customer and vendor terms and pricing
customer and vendor lists
contracts or contract terms
employee compensation data
potential or pending litigation or enforcement
legal strategies, advice, or matters
non-public financial information
Revenir securities ownership information
lending and credit facility information
investments and hedges
midstream or marketing strategies or terms
health information protected by HIPAA
IT software, infrastructure, or other information
computer programs and codes
research and development strategies
proprietary production processes
geologic or technical data, evaluations, and interpretations
technological data or prototypes
well completion methods
Employees shall not engage in any unauthorized use or disclosure of such confidential information to person or firms outside of Revenir to whom such confidential information is not otherwise available. Employees may be required to sign a non-disclosure agreement as a condition of employment and at such other times as Revenir may request. Employees who improperly use or disclose trade secrets or confidential business information will be subject to disciplinary action, up to and including termination of employment and legal action, even if they do not actually benefit from the use or disclosure.
It is not possible to describe all potential unethical or illegal business practices in detail. The best guidelines are still individual conscience, common sense and unwavering compliance with Revenir’s policies, applicable laws, regulations, and contractual obligations. If you are unsure how to respond to a particular situation, seek guidance, ask questions, and immediately report wrongdoing.
If you encounter a situation of an actual or suspected violation of the Code, you have a responsibility to report it. You are expected to promptly contact Revenir’s General Counsel or the Compliance Hotline. However you choose to report an actual or suspected violation, you should do so without fear of retaliation.
Revenir is counting on you to help the Company build a reputation as an organization that operates ethically and with the highest level of integrity. Please take this responsibility seriously. Revenir’s reputation will be built on the actions and decisions that each of you makes every single day.
Revised: October 1, 2021
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