EX-11.1 9 exhibit111.htm EX-11.1
CODE OF ETHICS
The Board of Directors of Diana Shipping Inc. (the "Company") has adopted
this Code of
Ethics
(the
"Code")
for
all
of
the
Company's
employees,
directors,
officers
and
agents
("Employees"). All Employees are
required to be
familiar with the
Code, comply with its
provisions and
report any
suspected violations
as described
below in
the section
entitled
"Internal Reporting".
This Code outlines
the ethical
principles that
are to
govern the decisions
and behavior
of
the Company’s
Employees and is designed to
help Employees conduct business honestly,
respectfully and
with integrity.
This Code
outlines the
core values
of the
Company,
with
respect to
how Employees are
generally supposed to
approach problems.
For the avoidance
of doubt, this Code does not purport to describe all of the Company’s policies in detail.
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 Personal Data 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.
The Company respects and takes
seriously the protection of the
personal data of all natural
persons who
use the
Company’s facilities, services
and websites.
The Company
also strives
to
take
all
appropriate
technical
and
organizational
measures
required
to
protect
the
personal data it collects and processes.
The
restriction
on
disclosing
confidential
information
is
not
intended
to
prevent
any
Employee from reporting
to the Company’s senior
management or directors,
a government
body
or
a
regulator,
concerns
of
any
known
or
suspected
violation
of
this
Code,
or
to
prevent any Employee from reporting retaliation for reporting such concerns. It is also not
this Code’s
intention to prevent any
Employee from responding
truthfully to questions
or
requests from a government body, a regulator or as required by applicable law.
IV.
Honest and Fair Dealing
Employees
must
endeavor
to
deal
honestly,
ethically
and
fairly
with
the
Company's
customers, suppliers, competitors and other
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.
Freedom from discrimination and harassment
Our Company is committed to creating
an environment in which all individuals
are able to
make
the
best
of
their
skills,
free
from
discrimination
or
harassment
and
bullying.
The
Company
is
committed
to
providing
a
working
environment
free
from
discrimination
against staff on the basis of
sex or sexual orientation, marital
or civil partner status, gender
reassignment, race (which
includes colour,
nationality,
ethnic or national origin),
religion
or
belief,
disability,
age
and
pregnancy
or
maternity
(collectively
known
as
“protected
characteristics”), as
well as
one where harassment
and bullying
does not
occur.
It should
be noted that all
Employees are required to
work in a manner
that facilitates the fostering
of such
a working
environment and
to report
any known
or suspected
breaches or
violations
as described
below in the
section entitled "Internal
Reporting". Discrimination, harassment
and
bullying
are
violations
of
the
Company’s
ethical
principles,
and
may
subject
the
Company and any Employee
guilty of such behaviors
to liability,
both criminal and civil.
Complaints
of
discrimination,
harassment
and
bullying
will
be
investigated
promptly,
sensitively and confidentially.
VI. Health and Safety
The Company strives to provide its Employees with a safe
and healthy work environment.
Each
Employee
has
the
responsibility
to
maintain
a
safe
and
healthy
workplace
for
all
Employees by following all
applicable safety and health
rules, regulations and laws
and by
reporting accidents, injuries and unsafe equipment, practices or conditions.
Threats
or
acts
of
violence
and
physical
intimidation
are
not
permitted.
As
further
explained
in
the
section
below,
the
use
of
illegal
drugs
in
the
workplace
will
not
be
tolerated.
VII. Drugs and Alcohol
Company
policy
prohibits
the
illegal
use,
sale,
purchase,
transfer,
possession
or
consumption of controlled substances, other than medically prescribed
drugs, while on the
Company
premises.
Company
policy
also
prohibits
the
use,
sale,
purchase,
transfer
or
possession of
alcoholic beverages
by Employees
while on
Company premises,
except as
authorized by the Company. This policy requires
the Company to abide
by applicable laws
and regulations relative
to the use of
alcohol or other
controlled substances. The Company,
in its
discretion, reserves
the right
to randomly
test Employees
for the
use
of alcohol
or
other controlled substances unless prohibited by prevailing local law.
VIII. Modern Slavery
Modern Slavery involves
the deprivation of
a person’s
liberty by another
to exploit
them
for gain either personally or commercially. The Company
is committed to a zero tolerance
approach towards modern slavery in its business dealings and relationships.
IX. Environmental Compliance
All
Employees
hereby
agree
to
comply
with
the
Company’s
policy
for
environmental
compliance
and
to
work
towards
achieving
continual
environmental
protection
improvement. No violation of prevailing
local or national environmental rules, regulations
or laws whatsoever is
to the benefit
of the Company
and therefore the Company
has zero
tolerance against any such violations.
X. Anti-corruption, Gifts and Hospitality
The
Company
is
committed
to
complying
with
all
applicable
anti-corruption
laws,
to
denying any
form of
bribery and
to conducting
its worldwide
business in
an ethical,
fair
and transparent manner.
It is strictly
prohibited for
Employees to
offer to
pay,
pay,
authorize payment
or promise
to
pay
money
or
anything
of
value,
directly
or
indirectly,
to
a
government
official,
an
existing or potential business partner or any
other party, when such payment is intended to
influence
latter’s
act
or
decision,
to
award
or
retain
business,
or
to
induce
or
reward
unethical or illegal behavior or a breach of duty.
Employees are
not to
request, receive,
solicit, agree
to receive,
directly or
indirectly, money
or anything of
value that may
reasonably be regarded
as a bribe
or as an
improper incentive
for the Company’s business activities.
Gifts
and
hospitality
must
never
be
offered
or
provided
with
a
purpose
of
trying
to
improperly influence business conduct.
XI. 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.
XII. 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.
XIII. 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
designated
Employee.
Employees
exposed to media contact during
their course of employment
must not comment on
rumors
or speculation regarding the Company’s activities.
XIV.
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
while on
Company premises or when performing
Company duties. Among other things, Employees
should
not
participate
in
any
online
forum
where
the
business
of
the
Company
or
its
customers or suppliers
is discussed;
such participation
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.
XV.
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.
XVI. 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 subsidiaries,
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.
XVII. 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.
XVIII. 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.
XIX. Ethics Hotline and Whistleblower Program
Employees may
call the
following number
+30-210-9470195 and
leave a
voice message
with
our
whistleblower
hotline
answering
service
if
they
wish
to
ask
questions,
seek
guidance on specific situations or
report violations of this Code,
including but not limited
to
accounting,
internal
controls
and
auditing
matters.
Employees
may
choose
to
remain
anonymous
but
even
if
they
identify
themselves,
their
contact
with
the
whistleblower
hotline will remain strictly confidential.
Employees
may
also
report
violations
in
writing
to
the
following
email
address
whistleblower@dianashippinginc.com
or
through
the
Company’s
Whistleblowing
Channel, on its website
.
Employees may choose to be anonymous, however,
it will not be
possible
to
obtain
follow-up
details
necessary
to
investigate
the
matter.
In
either
case,
employee information will be kept
strictly confidential, thus there should
be no fear of any
form
of
retaliation.
The
whistleblower
hotline
answering
service
and
email
will
be
accessible
only
to
the
Chairman
of
the
Audit
Committee
and
the
Company’s
Internal
Auditor.