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.