Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 8-K Current Report HTML 21K
2: EX-99.1 Amended Articles of Incorporation. HTML 27K
3: EX-99.2 Bylaws of American Resources Corporation. HTML 97K
4: EX-99.3 Code of Conduct HTML 77K
5: EX-99.4 Financial Code of Ethics HTML 22K
This
Financial Code of Ethics (this “Financial Code”) of
American Resources Corporation (the “Company”) contains
the ethical principles by which the Company’s Chief Executive
Officer, President, Chief Financial Officer (or other principal
financial officer), Chief Operating Officer (or other principal
operating officer) and other senior financial officers
(collectively, the “Senior Officers”) are expected to
conduct themselves when carrying out their duties and
responsibilities. Senior Officers must also comply with the
Company’s other ethics policies, including any amendments or
supplements thereto, including the Company’s Corporate Code
of Conduct (collectively, the “Ethics
Policies”).
I.
Ethical
Principles
In
carrying out his or her duties to and responsibilities for the
Company, each Senior Officer should:
o
Act ethically with
honesty and integrity, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
o
Provide full, fair,
accurate, timely and understandable disclosure in reports and
documents that the Company files with, or submits to, the
Securities and Exchange Commission (“SEC”) and in other
public communications made by the Company;
o
Comply with
applicable laws, rules and regulations of national, state,
provincial and local governments and private and public regulatory
agencies (including The NASDAQ Stock Market LLC) having
jurisdiction over the Company;
o
Act in good faith,
responsibly, with due care, competence and diligence, without
misrepresenting material facts or allowing his or her independent
judgment on behalf of the Company to be subordinated to other
interests;
o
Promote honest and
ethical behavior by others in the work environment;
o
Respect the
confidentiality of information acquired in the course of his or her
work except when authorized or otherwise legally obligated to
disclose such information. Such confidential information must not
be used for the personal advantage of any Senior Officer or parties
related to the Senior Officer;
o
Responsibly use and
maintain all assets and resources employed or entrusted to the
Senior Officer;
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o
Promptly report
violations of this Financial Code to the Chairman of the Audit
Committee of the Board of Directors (the “Audit
Committee”); and
o
Accept
accountability for adherence to this Financial Code.
II.
Waivers
Consents
obtained pursuant to this Financial Code, or waivers of any
provision of this Financial Code, may be made only by the
Company’s Board of Directors or a committee thereof. Persons
seeking a waiver should be prepared to disclose all pertinent facts
and circumstances, respond to inquiries for additional information,
explain why the waiver is necessary, appropriate, or in the best
interest of the Company, and be willing to comply with any
procedures that may be required to protect the Company in
connection with a waiver. If a waiver of this Financial Code is
granted for any Senior Officer, appropriate disclosure will be made
promptly in accordance with the rules and regulations of the SEC
and the listing requirements of The NASDAQ Stock Market
LLC.
III.
Compliance
Procedures
Enforcement
of sound ethical standards is the responsibility of every officer
and employee of the Company. Violations and reasonable suspicions
of violations of this Financial Code should be reported promptly to
the Chairman of the Audit Committee. The reporting person should
make full disclosure of all pertinent facts and circumstances,
taking care to distinguish between matters that are certain and
matters that are suspicions, worries or speculation, and also
taking care to avoid premature conclusions or alarmist statements
since the situation may involve circumstances unknown to the
reporting person. If the situation so requires, the reporting
person may report anonymously. The Company does not permit
retaliation of any kind for good faith reports of ethical
violations. Persons that knowingly make a report that is false or
that willfully disregards its truth or accuracy, or engages in any
other bad faith use of the reporting system, will be deemed to be
in violation of the Company’s Ethics Policies.
Each
director and Senior Officer of the Company will be provided with a
copy of this Financial Code. This Financial Code may also be
provided to any other employee as any Senior Officer deems
appropriate. Any Senior Officer, director, executive officer or
employee to whom this Financial Code has been provided may be
required, from time to time, to sign and deliver the certification
attached as Annex A, acknowledging receipt of this Financial Code
to:
The
Company’s Compliance Officer, which shall be the
Company’s Chief Financial Officer or other officer as
designated by the Board, is responsible for ensuring that each of
the applicable senior executive, directors and executive officers
promptly sign and return the attached certification acknowledging
receipt of this Financial Code.
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III.
Violations
Each
person is accountable for his or her compliance with this Financial
Code. Violations of this Financial Code may result in disciplinary
action against the violator, including dismissal from employment
when deemed appropriate. Each case will be judged by the Chairman
of the Audit Committee on its own merits considering the duties of
the person and the significance of the circumstances
involved.
IV.
Amendment
Any
amendment to this Financial Code may be made only by the
Company’s Board of Directors or an appropriate committee
thereof. If an amendment to this Financial Code is made,
appropriate disclosure will be made promptly in accordance with the
rules and regulations of the SEC and the listing requirements of
the NASDAQ Stock Market LLC.
V.
Posting
Requirement
The
Company shall make this Financial Code available on or through the
Company’s website as required by applicable rules and
regulations. In addition, the Company will disclose in its Annual
Report on Form 10-K or the proxy statement for its annual meeting
of stockholders (as applicable) that a copy of this Financial Code
is available on the Company’s website and in print to any
stockholder who requests a copy.
* *
*
It is
the intent of the Company that this Financial Code be its written
code of ethics under the Sarbanes-Oxley Act of 2002, complying with
the standards set forth in Item 406 of Regulation S-K promulgated
by the Securities and Exchange Commission.
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ANNEX A FINANCIAL CODE OF ETHICS CERTIFICATION
I have
read and understand the Financial Code of Ethics (the
“Financial Code”) of American Resources Corporation
(the “Company”). I agree that I will comply with the
policies and procedures set forth in the Financial Code and the
spirit of the Financial Code. I understand and agree that, if I am
an employee of the Company or one of its subsidiaries or other
affiliates, my failure to comply in all respects with the
Company’s policies, including the Financial Code and the
Company’s other ethics policies, is a basis for termination
for cause of my employment with the Company and any subsidiary or
other affiliate to which my employment now relates or may in the
future relate.
In
addition, I agree to promptly submit a written report to the
Chairman of the Audit Committee of the Company’s Board of
Directors describing any circumstances in which:
1.
I have a reasonable
basis for belief that a violation of the Financial Code by any
person has occurred;
2.
I have or may have
engaged in any activity that violates the policies and procedures
or the spirit of the Financial Code; and
3.
I am contemplating
an activity which is likely to be in violation of the policies and
procedures or the spirit of the Financial Code.
I am
unaware of any violations or suspected violations of the Financial
Code, except as described below or on the attached sheet of paper.
(If no exceptions are noted, please check the space provided
below.)
__________ No
exceptions
I am
aware that this signed Certification will be filed with my personal
records in the Company’s Human Resources
Department.
