Current Report — Form 8-K Filing Table of Contents
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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
The
Board of Directors (the “Board”) of American Resources
Corporation (the “Company”) has adopted this Code of
Conduct (this “Code”), which provides basic principles
and guidelines to assist directors, officers and other employees in
complying with the legal and ethical requirements governing the
Company’s business conduct. This Code covers a wide range of
business practices and procedures but does not cover every issue
that may arise.
The
Company reserves the right to add to, modify and rescind this Code
or any portion of it at any time. This Code governs in the event of
any conflict or inconsistency between this Code and any other
materials distributed by the Company. If a law conflicts with a
policy in this Code, you must comply with the law.
You
should read this Code carefully, ask questions of the
Company’s Compliance Officer, which shall be the
Company’s Chief Financial Officer or other officer as
designated by the Board, and promptly sign and return the
certification attached as Annex A,
acknowledging receipt of this Code to:
American
Resources Corporation
P.O.
Box 606
Fishers,
IN
Attention:
Compliance Officer
The
Company’s Compliance Officer is responsible for ensuring that
all of the Company’s directors and officers promptly sign and
return the attached certification acknowledging receipt of this
Code.
I.
Statement
of Principles
A.
Basic
Standards
The
Company’s fundamental policy is to conduct its business with
honesty and integrity in accordance with the highest legal and
ethical standards. The Company and its directors, officers and
other employees must comply with all applicable legal requirements
of the United States and each other country in which the Company
conducts business.
B.
Individual
Responsibility and Compliance
This
Code provides guidance for specific situations that may arise.
However, each director, officer and employee has the responsibility
to exercise good judgment so as to act in a manner that will
reflect favorably upon the Company and the individual.
The
Company’s directors, officers and other employees must comply
with the spirit as well as the letter of this Code. Directors,
officers and other employees must not attempt to achieve
indirectly, through the use of agents or other intermediaries, what
is prohibited directly by this Code.
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II.
Implementation
A.
Condition of
Employment
Each
employee must become familiar with and agree to comply with this
Code as a condition of such employee’s employment. All
officers and other employees, regardless of level, must be provided
with a copy of this Code at the time their employment commences
with the Company; provided, however, that individuals already
employed by the Company at the time of the adoption of this Code
must be provided with a copy of this Code shortly after its
adoption. All managers are responsible both for ensuring that all
employees under their supervision, regardless of level, are
familiar with this Code and for promoting compliance with this
Code.
B.
Condition of
Director Appointment/Election
Each
director must become familiar with and agree to comply with this
Code. All directors must be provided with a copy of this Code at
the time of their appointment or election to serve on the
Board.
C.
Compliance
Certificate
The
Company’s directors and officers (as well as any other
employees at the request of the Company) must execute compliance
certificates substantially in the form of Annex A of
this Code.
As
provided above, each officer and other employee must become
familiar with and agree to comply with this Code as a condition of
such person’s employment. Each new officer must execute the
Compliance Certificate upon his or her employment. In addition,
each newly elected director must execute the Compliance Certificate
upon election or appointment to serve on the Board as set forth
above.
The
Company’s Compliance Officer is responsible for ensuring that
all directors and officers of the Company execute and return the
Compliance Certificate to the Company’s Compliance Officer or
another officer designated by the Company’s Compliance
Officer.
D.
Letter to Vendors,
Suppliers and Contractors
The
Company must periodically send to its significant vendors,
suppliers and contractors a letter that:
o
Advises that it is
against the Company’s policy for directors, officers and
other employees to accept gifts or entertainment of more than
nominal value from any entity that does, or is seeking to do,
business with the Company;
o
States that the
provision of gifts and entertainment is not, and will not become, a
condition of doing business with the Company; and
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o
Requests the
recipient to identify any director, officer or other employee or
representative of the Company who pressures or solicits the
recipient for gifts, entertainment or other special
favors.
E.
Interpretation
Questions
Directors, officers
or other employees who have questions on how to proceed or
interpret this Code should consult their supervisor, the
Company’s Compliance Officer or any other person(s)
designated by the Board to supervise the application of this Code.
In addition, please see Annex B for
a listing of compliance procedures.
F.
Violation of
Policy
Compliance with
this Code is essential. Violations will result in disciplinary
action, including dismissal of any officer or other employee where
warranted.
III.
Conflicts
of Interest
A.
General
A
conflict of interest occurs when an individual’s private
interest interferes in any way with the interests of the Company as
a whole. This situation can arise when a director, officer or other
employee takes actions or has 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 other employee,
or a member of such person’s family or household, receives
improper personal benefits as a result of the director’s,
officer’s or other employee’s position with the
Company. A conflict of interest is deemed to exist whenever, as a
result of the nature or responsibilities of his or her relationship
with the Company, a director, officer or other employee is in a
position to further any personal financial interest or the
financial interest of any member of such person’s
family.
No
director, officer or other employee, regardless of level, is
permitted to engage in any business or conduct or enter into any
agreement or arrangement that would give rise to actual or
potential conflicts of interest. Directors, officers and other
employees should not permit themselves to be placed in a position
that might give rise to the appearance that a conflict of interest
has arisen.
While
it is not possible to describe all circumstances where a conflict
of interest involving a director, officer or employee exists or may
exist, the following situations may involve actual or potential
conflicts of interest:
o
An officer’s
or employee’s interest in, or position with, any supplier,
customer or competitor of the Company (except for an investment in
publicly traded securities as described below).
o
The acceptance of
gifts or favors of more than nominal value by a director, officer
or employee (or a member of such person’s immediate family)
from an actual or prospective customer, supplier or competitor of
the Company or any governmental official or other employee. This
does not preclude the acceptance by a director, officer or employee
of reasonable business entertainment (such as a lunch or dinner or
events involving normal sales promotion, advertising or
publicity).
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o
The disclosure or
use of confidential information gained by reason of employment with
the Company (or, in the case of a director, election or appointment
to the Board) for profit or advantage by a director, officer or
other employee or anyone else.
o
Competition with
the Company in the acquisition or disposition of rights or
property, unless a specific formal agreement references rights to
such activity.
The
following situations should not be considered conflicts of
interest:
o
Ownership of
publicly traded securities of a supplier, customer or competitor of
the Company that do not confer upon the holder any ability to
influence or direct the policies or management of the supplier,
customer or competitor.
o
A transaction with
one of the Company’s banks, where the transaction is
customary and conducted on standard commercially available terms
(such as a home mortgage or bank loan).
o
A transaction or
relationship disclosed in accordance with this Code and determined
by outside legal counsel not to be a prohibited conflict of
interest.
These
examples are given only to guide directors, officers and other
employees in making judgments about conflicts of interest. If any
director, officer or employee finds himself or herself in a
situation where a conflict of interest exists or may exist, he or
she should immediately report the matter as provided
below.
B.
Reporting Conflicts
of Interest Involving Non-Officer Employees
Actual
or potential conflicts of interest involving a non-officer
employee, or a member of such person’s immediate family, must
be reported in writing by the affected person (or by others having
knowledge of the existence of the actual or potential conflicts of
interest) to the employee’s immediate supervisor, who shall
consult with the Company’s Compliance Officer to determine
whether a conflict of interest actually exists and to recommend
measures to be taken to neutralize the adverse effect of the
conflict of interest reported, if such measures are available or
appropriate under the circumstances. This procedure will be applied
so as to minimize its effect on the personal affairs of employees
consistent with the protection of the Company’s interests.
The matter may also be referred to the Board for its approval or
rejection.
C.
Reporting Conflicts
of Interest Involving Directors or Officers
An
actual or potential conflict of interest involving a director or
officer, or a member of such person’s immediate family, must
be reported by the affected person (or by others having knowledge
of the existence of the actual or potential conflict of interest)
to the Company’s Compliance Officer, who shall promptly
disclose the possible conflict of interest to the Board at the
earliest time practicable under the circumstances. The possible
conflict of interest will be made a matter of record, and the Board
will determine whether the possible conflict of interest indeed
constitutes a conflict of interest. The Board’s approval will
be required prior to the consummation of any proposed transaction
or arrangement that is determined by the Board to constitute a
conflict of interest.
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Any
member of the Board or any officer having a possible conflict of
interest in any proposed transaction or arrangement is not
permitted to vote (in the case of a member of the Board) or use his
or her personal influence on the matter being considered by the
Board. Any member of the Board having a possible conflict of
interest is not counted in determining the quorum for consideration
and vote on the particular matter. Finally, any member of the Board
or any officer having a possible conflict of interest must be
excused from any meeting of the Board during discussion (subject to
the exception set forth in the paragraph below) and vote on the
particular matter (in the case of an interested director). The
minutes of the Board meeting should reflect the disclosure, the
absence from the meeting of the interested director or officer, the
abstention from voting (in the case of an interested director) and
the presence of a quorum. The proposed transaction or arrangement
is considered approved if it receives the affirmative vote of a
majority of the disinterested members of the Board (even though the
disinterested members are less than a quorum).
The
foregoing requirements do not prohibit the interested director or
officer from briefly stating his or her position on the matter or
from answering pertinent questions of the disinterested members of
the Board, as the interested director’s knowledge may be of
assistance to the other Board members in their consideration of the
matter.
IV.
Record
Keeping
A.
Company Books and
Records
1.
Books and Records.
The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. As
such, the Company’s books, records and accounts must
accurately and fairly reflect the Company’s transactions in
reasonable detail and in accordance with the Company’s
accounting practices and policies. The following examples are given
for purposes of illustration and are not intended to limit the
generality of the foregoing in any way:
o
No false or
deliberately inaccurate entries (such as overbilling or advance
billing) are permitted. Discounts, rebates, credits and allowances
do not constitute overbilling when lawfully granted. The reasons
for the grant should generally be set forth in the Company’s
records, including the party requesting the treatment.
o
No payment shall be
made with the intention or understanding that all or any part of it
is to be used for any person other than that described by the
documents supporting the payment.
o
No undisclosed,
unrecorded or “off-book” funds or assets are
permitted.
o
No false or
misleading statements, written or oral, shall be intentionally made
to any internal accountant or auditor or the Company’s
independent registered public accounting firm with respect to the
Company’s financial statements or documents to be filed with
the Securities and Exchange Commission (the “SEC”) or
other governmental authority.
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2.
Internal Accounting
Controls. The Company’s principal executive officer and
principal financial officer are responsible for implementing and
maintaining a system of internal accounting controls sufficient to
provide reasonable assurances that:
o
Transactions are
executed in accordance with management’s general or specific
authorization;
o
Transactions are
recorded as necessary to: (a) permit the preparation of financial
statements in conformity with generally accepted accounting
principles or any other applicable criteria and (b) maintain
accountability for assets;
o
Access to assets is
permitted only in accordance with management’s general or
specific authorization; and
o
The recorded
accountability of assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect
to any differences.
3.
Employee Conduct.
No director, officer or other employee of the Company is permitted
to willfully, directly or indirectly:
o
Falsify, or cause
to be falsified, any book, record or account of the
Company;
o
Make, or cause to
be made, any materially false or misleading statement or omit to
state, or cause another person to omit to state, any material fact
necessary in order to make statements made, in light of the
circumstances under which the statements were made, not misleading
to an accountant in connection with (a) any audit or examination of
the Company’s financial statements or (b) the preparation or
filing of any document or report required to be filed by the
Company with the SEC or other governmental agency; or
o
Take any action to
fraudulently influence, coerce, manipulate or mislead the
Company’s independent registered public accounting
firm.
Directors, officers
and other employees must exercise reasonable due diligence in order
to avoid the events described above. If an employee believes that
the Company’s books and records are not being maintained in
accordance with these requirements, the employee should follow the
procedures outlined in the Company’s Policy for Employee
Complaint Procedures for Accounting and Compliance
Matters.
B.
Foreign
Payments
The
Company and its directors, officers and other employees must comply
with the United States Foreign Corrupt Practices Act, which makes
it illegal for U.S. companies to win, retain or direct business by
offering, paying or approving payments to foreign government
workers, political parties or their officials. For additional
information, please contact the Company’s Compliance
Officer.
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V.
Use
of Company Property and Resources
A.
Protection and
Proper Use of Company Assets
The use
of any Company funds or assets for any unlawful or improper purpose
is prohibited. All employees should endeavor to protect the
Company’s assets and ensure their efficient use. Theft,
carelessness and waste have a direct impact on the Company’s
profitability. Any suspected incident of fraud or theft should be
reported immediately for investigation. Company equipment should
not be used for non-business related purposes, though incidental
personal use may be permitted (such as occasional use of the
Company’s stationery, supplies, copying facilities or
telephone when the cost to the Company is
insignificant).
The
obligation of employees to protect the Company’s assets
includes an obligation to protect the Company’s proprietary
information. Proprietary information includes intellectual property
such as trade secrets, patents, trademarks and copyrights, as well
as business, marketing and service plans, databases, records,
salary information and any unpublished financial data and reports.
Unauthorized use or distribution of this information violates
Company policy and could also be illegal and result in civil or
criminal penalties.
B.
Questionable or
Improper Payments and Gifts
1.
Payments or Gifts
Made. No payments or gifts from the Company’s funds or assets
shall be made to or for the benefit of a representative of any
domestic or foreign government (or subdivision thereof), labor
union or any current or prospective customer or supplier for the
purpose of improperly obtaining a desired government action or any
sale, purchase, contract or other commercial benefit. This
prohibition applies to direct or indirect payments made through
third parties and employees and is also intended to prevent bribes,
kickbacks or any other form of payoff.
2.
Payments or Gifts
Received. Directors, officers and other employees of the Company
shall not accept payments or gifts of the kinds described in this
Section V.
3.
Gifts to Government
Personnel. In the United States, nothing of value (for example,
gifts or entertainment) may be provided to government personnel
unless permitted by law and any applicable regulation. Commercial
business entertainment and transportation that is reasonable in
nature, frequency and cost is permitted. Reasonable business
entertainment or transportation includes, without limitation, a
lunch, dinner or occasional athletic or cultural event; gifts of
nominal value ($100 or less); entertainment at the Company’s
facilities or other authorized facilities; or authorized and
reasonable transportation in the Company’s vehicles. In
addition, reasonable business entertainment covers traditional
promotional events sponsored by the Company.
4.
Proper
Documentation. All arrangements with third parties (such as
distributors or agents) should be evidenced or memorialized in a
written contract, order or other document that describes the goods
or services that are in fact to be performed or provided and should
be for reasonable fees or costs.
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5.
Extension of Credit
by the Company. No director, officer or employee may seek or accept
from the Company credit, an extension of credit or the arrangement
of an extension of credit in the form of a personal loan. Any
personal loan existing at the time of adoption of this Code shall
not be materially modified, extended or renewed.
C.
Corporate
Opportunities
Except
as otherwise permitted under the Company’s Certificate of
Incorporation or Bylaws (as amended from time to time), without the
written consent of the Board, directors, officers and other
employees are prohibited from taking for themselves an opportunity
that is (1) a potential transaction or matter that may be an
investment or business opportunity or be of prospective economic or
competitive advantage in which the Company could reasonably have an
interest or expectancy or (2) discovered through the use of
corporate property, information or position. In addition,
directors, officers and other employees are prohibited from using
corporate property, information or position for personal gain and
competing with the Company directly or indirectly. Directors,
officers and other employees of the Company owe a primary duty to
the Company to advance its legitimate interests when the
opportunity to do so arises.
VI.
Business
and Trade Practices
A.
Compliance with
Laws, Rules and Regulations
1.
Compliance with
Laws. Obeying the law, both in letter and in spirit, is the
foundation upon which the Company’s ethical standards are
built. All directors, officers and other employees must respect and
obey the laws of the cities, states and countries in which the
Company operates. Although directors, officers and other employees
are not expected to know every law that is applicable to the
Company, it is important that directors, officers and other
employees know enough to ask questions and seek advice from
supervisors, managers, lawyers or other appropriate personnel if
they have any doubt regarding the legality of an action taken, or
not taken, on behalf of the Company.
2.
Insider Trading.
Purchasing or selling, whether directly or indirectly, the
Company’s securities while in possession of material
non-public information is both unethical and illegal. Directors,
officers and other employees also are prohibited by law from
disclosing material non-public information to others who might use
the information to directly or indirectly place trades in the
Company’s securities. Directors, officers and other employees
also shall not recommend the purchase or sale of the
Company’s securities. All directors, officers and other
employees shall comply with the Company’s Insider Trading
Policy.
3.
Section 16
Reporting. Pursuant to Section 16 of the Securities Exchange Act of
1934, as amended, most purchases or sales of the Company’s
securities by directors, executive officers and 10% stockholders
must be disclosed within two business days of the transaction.
Directors, officers and other employees who are subject to these
reporting requirements must comply with the Company’s
Short-Swing Trading and Reporting Policy.
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B.
Fair
Dealing
Directors, officers
and other employees should endeavor to deal fairly with the
Company’s customers, suppliers, competitors and employees. No
director, officer or other employee should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other
practice involving unfair dealing.
C.
Confidentiality
Directors, officers
and other employees shall maintain the confidentiality of
information entrusted to them by the Company or its customers,
except when disclosure is authorized or legally mandated.
Confidential information includes all non-public information that,
if disclosed, might be of use to competitors or harmful to the
Company or its customers. Confidential information also includes
written material provided and information discussed at all meetings
of the Board or any committee thereof and all information that is
learned about the Company’s suppliers and customers that is
not in the public domain. The obligation to preserve confidential
information continues even after employment or agency with the
Company ends. Any documents, papers, records, or other tangible
items that contain trade secrets or proprietary information are the
Company’s property.
D.
Health, Safety and
Environmental Policy
The
Company is committed to conducting its business in compliance with
applicable health, safety and environmental laws, rules and
regulations in a manner that has the highest regard for the health
and safety of human life and the environment. Each employee has the
responsibility for maintaining a healthy, safe and
environmentally-friendly workplace by following health, safety and
environmental laws, rules and regulations and reporting accidents,
injuries and unsafe equipment, practices or
conditions.
Directors, officers
and other employees should be aware that health and safety laws may
provide for significant civil and criminal penalties against
individuals and the Company for the failure to comply with
applicable requirements. Accordingly, each director, officer and
other employee must comply with all applicable safety and health
laws, rules and regulations, including occupational safety and
health standards.
Directors, officers
and other employees should be aware that environmental laws may
provide for significant civil and criminal penalties against
individuals and/or the Company for failure to comply with
applicable requirements. Accordingly, each director, officer and
other employee must comply with all applicable environmental laws,
rules and regulations.
Employees shall
comply with all substance abuse standards and requirements set
forth under their applicable job description, as determined by
management of the Company, as well as all applicable local, state
and federal laws regarding substance abuse. All employees,
regardless of position shall report to work in a condition allowing
them to perform their duties free from the influence of drugs,
alcohol or other controlled substances. The use of illegal drugs in
the workplace will not be tolerated.
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Violence and
threatening behavior are not permitted.
E.
Retention of
Documents and Records
It is
the Company’s policy to cooperate with all governmental
investigative authorities. Each director, officer and other
employee shall retain any record, document or tangible object of
the Company that is known to be the subject of an investigation or
litigation.
It is a
violation of this Code for any director, officer or other employee
to knowingly alter, destroy, mutilate, conceal, cover up, falsify
or make a false entry in any record, document or tangible object
with the intent to impede, obstruct or influence the investigation
or proper administration of any matter within the jurisdiction of
any state, federal department or agency or any bankruptcy, or in
relation to or contemplation of any such matter or
case.
VII.
Preparation
and Certification of 1934 Act Reports
A.
Internal Control
Report
Once
required, the Company’s Annual Report on Form 10-K shall
contain an internal control report that (1) states the
responsibility of management for establishing and maintaining an
adequate internal control structure and procedures for financial
reporting; (2) contains an assessment, as of the end of the
Company’s most recent fiscal year, of the effectiveness of
the Company’s internal control structure and procedures for
financial reporting; (3) includes a statement that the
Company’s independent registered public accounting firm has
issued a report on the Company’s internal controls and
procedures for financial reporting; (4) includes the report of the
Company’s independent registered public accounting firm; and
(5) otherwise complies with Section 404 of the Sarbanes-Oxley Act
of 2002 and the rules promulgated thereunder by the
SEC.
B.
Disclosure
Controls
It is
the Company’s policy to promote full, fair, accurate, timely
and understandable disclosure in reports and documents that the
Company files with, or submits to, the SEC and in other public
communications made by the Company. The Disclosure Committee shall
oversee the Company’s internal controls and will take the
actions that are necessary and appropriate to fulfill the
Company’s disclosure requirements. The Disclosure Committee
will report to senior management, including the Company’s
principal executive officer and principal financial officer. The
Disclosure Committee shall consider the materiality of information
and determine disclosure obligations on a timely
basis.
C.
Certifications
The
Company’s principal executive officer and principal financial
officer shall make the certifications required by Section 302 and
Section 906 of the Sarbanes-Oxley Act of 2002, the text of which
are set forth in Item 601(b) (31) and (32) of Regulation S-K
promulgated by the SEC.
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VIII.
Employment
Practices and Work Environment
A.
Employee
Relations
All
directors, officers and other employees, regardless of position,
shall do their best to work together to meet the following
objectives:
o
Respect each
employee, worker and representative of customers, suppliers and
contractors as an individual, showing courtesy and consideration
and fostering personal dignity;
o
Make a commitment
to and demonstrate equal treatment of all employees, workers,
customers, suppliers and contractors of the Company without regard
to race, color, gender, religion, age, national origin, citizenship
status, military service or reserve or veteran status, sexual
orientation or disability;
o
Provide a workplace
free of harassment of any kind, including on the basis of race,
color, gender, religion, age, national origin, citizenship status,
military service or reserve or veteran status, sexual orientation
or disability;
o
Provide and
maintain a safe, healthy and orderly workplace; and
o
Assure uniformly
fair compensation and benefit practices that will attract, reward
and retain quality employees.
o
In addition to the
objectives set forth above, members of the management team are
expected to:
■
Use good judgment
and exercise appropriate use of their influence and authority in
their interactions with employees, customers, suppliers,
contractors and partners of the Company; and
■
Keep other
employees generally informed of the Company’s policies, plans
and progress through regular communications.
B.
Non-Discrimination
Policy
The
Company values the diversity of its employees and is committed to
providing an equal opportunity in all aspects of employment to all
employees without regard to race, color, gender, religion, age,
national origin, citizenship status, military service or reserve or
veteran status, sexual orientation or disability. Directors,
officers and other employees should use reasonable efforts to seek
business partners for the Company that do not discriminate in
hiring or in their employment practices, and who make decisions
about hiring, salary, benefits, training opportunities, work
assignments, advancement, discipline, termination and retirement
solely on the basis of a person’s ability to perform the
tasks required by their position.
-11-
C.
Freedom of
Association
The
Company recognizes and respects the right of employees to exercise
their lawful rights of free association, including joining or
electing not to join any association. The Company expects its
business partners to also adhere to these principles.
D.
Disciplinary
Practices
The
Company will not condone any type of harassment, abuse or
punishment, whether corporal, mental or physical, of an employee by
a director, officer or other employee or any partner, customer or
supplier of the Company.
IX.
Political
Contributions
A.
Federal
Elections
The
Company encourages the personal and financial participation of its
directors, officers and other employees in federal, state and local
elective processes. Federal law prohibits the Company from making
any direct contribution or expenditure to a candidate or
candidate’s campaign in any federal election. Although there
are exceptions, most states also prohibit the use of corporate
treasury funds to influence state elections.
B.
Political
Contributions in U.S. Elections
It is
the Company’s policy not to make direct or indirect political
contributions in support of any party or candidate in any U.S.
election, whether federal, state or local, except as stated above.
For the purposes of this policy, advertising in political program
booklets, compensated employee activity, employee contributions
reimbursed through expense accounts and similar donations in kind
are considered political contributions. These are merely examples
of political contributions, and the preceding list is not intended
to be exhaustive.
C.
Political
Contributions in State and Local Elections
The
Company may on occasion contribute to state and local office
candidate committees and to state and local initiatives or
referendum campaigns where the Company’s interests are
directly involved and where permitted by state and local law.
Proposed political contributions require a brief description of the
purpose of the proposed contribution and a written legal opinion
that confirms that the proposed contribution is lawful under all
applicable laws. The documentation for proposed contributions shall
be approved in advance by the Company’s Chief Executive
Officer or the Chairman of the Board to ensure full compliance with
applicable state and local regulations and reporting
requirements.
D.
Political Action
Committees
To the
extent permitted by law, the Company’s resources may be used
to establish and administer a political action committee or
separate segregated fund. All proposed activities shall be
submitted for review and approval by the Board prior to their
implementation.
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E.
Foreign
Elections
In
countries where corporate political contributions are permitted by
law and encouraged by local custom, contributions may be
appropriate and are permitted where approved by the proper
corporate officer and the Board.
F.
Reporting
Violations
The
Company proactively promotes ethical behavior.
Directors, officers
and other employees should report violations of applicable laws,
rules and regulations (including, without limitation, the listing
requirements of The NASDAQ Stock Market LLC
(“NASDAQ”)), this Code or any other code, policy or
procedure of the Company (including, without limitation, the
Company’s Financial Code of Ethics) to appropriate personnel
or follow the procedures outlined in the Company’s Policy for
Employee Complaint Procedures for Accounting and Compliance Matters
(as appropriate).
Directors, officers
and other employees are expected to cooperate in internal
investigations of misconduct.
XI.
Waivers
of this Code
Any
waiver of a provision of this Code may be made only by the Board or
a committee thereof. Any waiver for directors or executive officers
will be promptly disclosed if and as required by law and the
listing requirements of the NASDAQ.
XII.
Amendments
to this Code
Any
amendment to this Code shall be made only by the Board. If an
amendment to this Code is made, appropriate disclosure will be made
in accordance with legal requirements and the listing requirements
of the NASDAQ.
XIII.
Posting
Requirement
The
Company shall post this Code on the Company’s website as
required by applicable rules and regulations. In addition, the
Company shall disclose in its proxy statement for its annual
meeting of stockholders or, if the Company does not file a proxy
statement, in its Annual Report on Form 10-K, that a copy of this
Code is available both in print to any stockholder who requests it
and on the Company’s website, which address the Company shall
provide.
* *
*
This
document states a policy of American Resources Corporation and is
not intended to be regarded as the rendering of legal
advice.
-13-
ANNEX A CODE OF CONDUCT CERTIFICATION
I have
read and understand the Code of Conduct (the “Code”) of
American Resources Corporation (the “Company”). I agree
that I will comply with the policies and procedures set forth in
the 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 Code, 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
Company’s Compliance Officer describing any circumstances in
which:
1.
I have reasonable
basis for belief that a violation of the Code by any person has
occurred;
2.
I have, or any
member of my family has or may have engaged in any activity that
violates the letter or the spirit of the Code;
3.
I have, or any
member of my family has or may have an interest that violates the
letter or the spirit of the Code; and
4.
I or any member of
my family may be contemplating an activity or acquisition that
could be in violation of the Code.
I am
unaware of any violations or suspected violations of the Code by
any employee except as described below or on the attached sheet of
paper. (If no exceptions are noted, please check the space provided
below.)
No
exceptions
To the
best of my knowledge and belief, neither I nor any member of my
family has any interest or affiliation or has engaged in any
activity that might conflict with the Company’s interest,
except as described below or on the attached sheet of paper. (If no
exceptions are noted, please check the space provided
below.)
No
exception
I am
aware that this signed Certification will be filed with my personal
records in the Company’s Human Resources
Department.
________________________________
Signature
________________________________
Type or
Print Name
________________________________
Date
-14-
ANNEX B CODE OF CONDUCT COMPLIANCE PROCEDURES
Directors,
officers and other employees must work together to ensure prompt
and consistent action against violations of the Code. However, a
director, officer or other employee may encounter a situation in
which it is difficult to determine how to proceed while also
complying with the Code. Since not every situation that will arise
can be anticipated, it is important to have a way to approach a new
question or problem. When considering these situations, a director,
officer or other employee should:
1.
Make sure to have
all the facts. In order to reach the right solution, all relevant
information must be known.
2.
Consider what he or
she specifically is being asked to do and whether it seems
unethical or improper. This will enable the individual to focus on
the specific question and the alternatives he or she has. If
something seems unethical or improper, it probably is.
3.
Understand his or
her individual responsibility and role. In most situations, there
is shared responsibility. Are other colleagues informed? It may
help to get other individuals involved and discuss the
problem.
4.
Discuss the problem
with a supervisor. In many cases, supervisors will be more
knowledgeable about the question and will appreciate being brought
into the decision-making process. Employees should remember that it
is the responsibility of supervisors to help solve problems and
ensure that the Company complies with this Code.
5.
Seek help from
Company resources. In the rare case in which it may not be
appropriate to discuss an issue with a supervisor or a supervisor
is not available to answer a question, employees should discuss it
locally with the office manager or Human Resources manager. If that
is not appropriate or if a satisfactory resolution is not obtained,
call or send concerns to the Company’s Compliance Officer or
follow the procedures outlined in the Company’s Policy for
Employee Complaint Procedures for Accounting and Compliance
Matters.
6.
Report ethical
violations in confidence and without fear of retaliation. If the
situation so requires, anonymity will be protected. The Company
does not permit retaliation of any kind for good faith reports of
ethical violations.
7.
Always ask first,
act later. When unsure of what to do in any situation, the
individual should seek guidance and ask questions before the action
in question is taken.
