Annual Report of a Foreign Private Issuer — Form 20-F
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 20-F Annual Report of a Foreign Private Issuer 109± 458K
2: EX-8.1 List of Euroseas Subsidiaries 1 5K
3: EX-11.1 Code of Ethics 4± 20K
4: EX-12.CERTIFICATION Exhibit 12-1 2± 10K
5: EX-12.CERTIFICATION Exhibit 12-2 2± 10K
6: EX-13.CERTIFICATION Exhibit 13-1 1 7K
7: EX-13.CERTIFICATION Exhibit 13-2 1 7K
EX-11.1 — Code of Ethics
Exhibit 11.1
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Code of Ethics
The Board of Directors of Euroseas Ltd. (the "Company") has adopted this Code of
Ethics (the "Code") for all of the Company's employees, directors, officers and
agents ("Employees").
I. Conflicts of Interest
A conflict of interest occurs when an Employee's private interests interfere, or
even appears to interfere, with the interests of the Company as a whole. While
it is not possible to describe every situation in which a conflict of interest
may arise, Employees must never use or attempt to use their position with the
Company to obtain improper personal benefits. Any Employee who is aware of a
conflict of interest, or is concerned that a conflict might develop, should
discuss the matter with the Audit Committee or counsel to the Company
immediately.
II. Corporate Opportunities
Employees owe a duty to advance the legitimate interests of the Company when the
opportunities to do so arise. Employees may not take for themselves personally
opportunities that are discovered through the use of corporate property,
information or position.
III. Confidentiality and Privacy
It is important that Employees protect the confidentiality of Company
information. Employees may have access to proprietary and confidential
information concerning the Company's business, clients and suppliers.
Confidential information includes such items as non-public information
concerning the Company's business, financial results and prospects and potential
corporate transactions. Employees are required to keep such information
confidential during employment as well as thereafter, and not to use, disclose,
or communicate that confidential information other than in the course of
employment. The consequences to the Company and the Employee concerned can be
severe where there is unauthorized disclosure of any non-public, privileged or
proprietary information.
To ensure the confidentiality of any personal information collected and to
comply with applicable laws, any Employee in possession of non-public, personal
information about the Company's customers, potential customers, or Employees,
must maintain the highest degree of confidentiality and must not disclose any
personal information unless authorization is obtained.
Corporate communications policy
Only certain designated Employees may discuss the Company with the news media,
securities analysts and investors. All inquiries from regulatory authorities or
government representatives should be referred to the appropriate manager.
Employees exposed to media contact when in the course of employment must not
comment on rumors or speculation regarding the Company's activities.
IV. Honest and Fair Dealing
Employees must endeavor to deal honestly, ethically and fairly with the
Company's customers, suppliers, competitors and employees. No Employee should
take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
unfair-dealing practice. Honest conduct is considered to be conduct that is free
from fraud or deception. Ethical conduct is considered to be conduct conforming
to accepted professional standards of conduct.
V. Protection and Proper Use of Company Assets
The Company's assets are only to be used for legitimate business purposes and
only by authorized Employees or their designees. This applies to tangible assets
(such as office equipment, telephone, copy machines, etc.) and intangible assets
(such as trade secrets and confidential information). Employees have a
responsibility to protect the Company's assets from theft and loss and to ensure
their efficient use. Theft, carelessness and waste have a direct impact on the
Company's profitability. If you become aware of theft, waste or misuse of the
Company's assets you should report this to your manager.
VI. Compliance with Laws, Rules and Regulations
It is the Company's policy to comply with all applicable laws, rules and
regulations. It is the personal responsibility of each Employee to adhere to the
standards and restrictions imposed by those laws, rules and regulations, and in
particular, those relating to accounting and auditing matters.
Any Employee who is unsure whether a situation violates any applicable law,
rule, regulation or Company policy should contact the Company's outside legal
counsel.
VII. Securities Trading
Because we are a public company we are subject to a number of laws concerning
the purchase of our shares and other publicly traded securities. Company policy
prohibits Employees and their family members from trading securities while in
possession of material, non-public information relating to the Company or any
other company, including a customer or supplier that has a significant
relationship with the Company.
Information is "material" when there is a substantial likelihood that a
reasonable investor would consider the information important in deciding whether
to buy, hold or sell securities. In short, any information that could reasonably
affect the price of securities is material. Information is considered to be
"public" only when it has been released to the public through appropriate
channels and enough time has elapsed to permit the investment market to absorb
and evaluate the information. If you have any doubt as to whether you possess
material nonpublic information, you should contact a manager and the advice of
legal counsel may be sought.
Investment by Employees in Euroseas securities is encouraged. In order to
protect the Company and its Employees from liability that could result from a
violation of legal requirements, the Company requires Employees to engage in
purchases or sales of the Company's stock only during "Window Periods". Window
Periods begin at the opening of trading on the second full trading day following
the public release of quarterly or annual financial results and end on the last
day of the third calendar month of that calendar quarter. No person may buy or
sell Euroseas securities, even during Window Periods, if such person is in
possession of material, non-public information.
At any time, the Board of Directors has authority to designate a "blackout
period" over all trading in Euroseas securities (even during a Window Period). A
blackout period compels all trading in the securities affected to cease
immediately for the period designated by the Board of Directors. A blackout
period may be exercised over securities of companies with which the Company does
or may do business or in which the Company invests or may invest. No one may
disclose to any outside third party that a blackout period has been designated.
Failure to comply with the Company's securities trading policy may subject
Employees or Employees' family members to criminal or civil penalties, as well
as to disciplinary action by the Company up to and including termination for
cause. Responsibility for complying with applicable laws as well as the
Company's policy rests with Employees individually.
VIII. Disclosure
Employees are responsible for ensuring that the disclosure in the Company's
periodic reports is full, fair, accurate, timely and understandable. In doing
so, Employees shall take such action as is reasonably appropriate to (i)
establish and comply with disclosure controls and procedures and accounting and
financial controls that are designed to ensure that material information
relating to the Company is made known to them; (ii) confirm that the Company's
periodic reports comply with applicable law, rules and regulations; and (iii)
ensure that information contained in the Company's periodic reports fairly
presents in all material respects the financial condition and results of
operations of the Company.
Employees will not knowingly (i) make, or permit or direct another to make,
materially false or misleading entries in the Company's, or any of its
subsidiary's, financial statements or records; (ii) fail to correct materially
false and misleading financial statements or records; (iii) sign, or permit
another to sign, a document containing materially false and misleading
information; or (iv) falsely respond, or fail to respond, to specific inquiries
of the Company's independent auditor or outside legal counsel.
IX. Procedures Regarding Waivers
Because of the importance of the matters involved in this Code, waivers will be
granted only in limited circumstances and where such circumstances would support
a waiver. Waivers of the Code may only be made by the Audit Committee and will
be disclosed by the Company.
X. Internal Reporting
Employees shall take all appropriate action to stop any known misconduct by
fellow Employees or other Company personnel that violate this Code. Employees
shall report any known or suspected misconduct to the Chairman of the Audit
Committee or the Company's outside legal counsel. The Company will not retaliate
or allow retaliation for reports made in good faith.
XI. Electronic communication
Electronic communications include all aspects of voice, video, and data
communications, such as voice mail, e-mail, fax, and Internet. Employees should
use electronic communications for business purposes and refrain from personal
use. Among other things, you should not participate in any online forum where
the business of the Company or its customers or suppliers is discussed: this may
give rise to a violation of the Company's confidentiality policy or subject the
Company to legal action for defamation. The Company reserves the right to
inspect all electronic communications involving the use of the Company's
equipment, software, systems, or other facilities ("Systems") within the
confines of applicable local law and Employees should not have an expectation of
privacy when using Company Systems.
XII. Health, Safety and Environmental Protection
The Company will conduct its business in a manner designed to protect the health
and safety of its Employees, its customers, the public, and the environment. The
Company's policy is to operate its business and its vessels in accordance with
all applicable safety, environmental and safety laws and regulations so as to
ensure the protection of the environment and the Company's personnel and
property. All Employees should conduct themselves in a manner that is consistent
with this policy. Any departure or suspected departure from this policy must be
reported promptly.
XIII. Employees individually are ultimately responsible for their compliance
with the Code. Every manager will also be responsible for administering the Code
as it applies to Employees and operations within each manager's area of
supervision.
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