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1. Our Individual
ResponsibilitiesOur individual business dealings in the
marketplace and with our communities are opportunities to reinforce our
corporate identity and safeguard our good reputation. Therefore, it is
critical that we attempt to ensure that our public perception is
accurate and fair to the company by carefully managing how we present
ourselves to each other and to those outside the company.
Osage is committed to being a good citizen of the communities in
which it does business and to observing the highest standards of
business conduct in its relationships with the public.
As Osage directors, officers and employees, we will conduct ourselves
with integrity and act in good faith. We will:
- help safeguard Osage's reputation for integrity in our business
dealings.
- be respectful, cooperative and helpful toward each other and our
business partners, never acting in an abusive, obscene or
disrespectful manner.
- not disparage or misrepresent the corporation or any Osage
director, officer or employee.
- take responsibility for our personal actions, honestly accounting
for and reporting our activities.
- know and comply with this code of ethics, and our policies and
procedures and how they apply to our work responsibilities.
- seek assistance when we have questions about this code of ethics
or when faced with a challenging ethical situation.
- raise any concerns or report potential or actual violations of
this code of ethics, as well as any policies and procedures Osage may
issue, or any laws and regulations.
- fully cooperate with any Osage investigation.
- never act unethically, even if directed to do so by another
person. We can never justify any unethical action by claiming we were
instructed to do so.
- never ask or require another person to act unethically or violate
this code of ethics or the law.
- follow acknowledgment/certification procedures indicating our
responsibility to comply with this code of ethics.
- address any apparent conflict between this code of ethics,
policies and procedures, or applicable laws and regulations.
2. Additional Responsibilities for Officer Employees
In addition to our individual responsibilities, officers of Osage
will also meet responsibilities related to their leadership role in the
business. As officer employees, we will:
- strive to ensure that all employees meet the company's ethics and
compliance objectives.
- consistently communicate and reinforce Osage's code of ethics and
related policies and procedures to employees.
- foster a work environment that encourages employees to act
ethically and in compliance with Osage's code of ethics.
- strive to ensure that we maintain open communication and
discussion with employees, encouraging them to ask questions and raise
difficult issues.
- provide employees with information and advice regarding ethics and
compliance matters.
- appropriately address our own or employees' ethics and compliance
concerns or reports of potential or actual misconduct in a timely
manner and seek guidance as needed.
- follow company guidelines for appropriate discipline regarding
ethics or compliance violations.
- properly delegate authority only to responsible employees.
- demonstrate leadership by acting with respect and integrity.
3. Additional Responsibilities for Senior Financial Officers
and Principal Executive Officer
Senior financial officers and the principal executive officer hold an
important and elevated role in corporate governance. It is the policy of
Osage that the chief financial officer, chief accounting officer,
controller and principal executive officer each adhere to and advocate
the following principles governing his or her professional and ethical
conduct in the fulfillment of his or her responsibilities:
- Act with honesty and integrity, ethically handling any actual or
potential conflicts between his or her personal, private interests and
the interests of Osage, avoiding improper personal benefits as a
result of his or her position.
- Perform responsibilities with a view to causing periodic reports
filed with the Securities and Exchange Commission ("SEC") or other
public communications by Osage to contain disclosures which are
accurate, timely, complete and understandable.
- Comply with federal, state and local laws and regulations
applicable to Osage.
- Take appropriately prompt action to report violations of this code
of ethics to the proper person or persons identified in this code of
ethics.
- Be accountable for adherence to this code of ethics.
- Maintain accurate financial record keeping.
- Refrain from taking any action that fraudulently influences,
coerces, manipulates, or misleads any independent public or certified
accountant engaged in the performance of an audit of the financial
statements of Osage for the purpose of rendering such financial
statements materially misleading.
Doing Business with Other Companies
When we are in a position to recommend or participate in a decision
that Osage do business with a company in which we (or our family or
household members, or people with whom we have a close, personal
relationship) have business, employment or financial involvement, we
will disclose the relationship and obtain approval from our immediate
supervisor. Factors to be considered in granting approval may include
the following:
- the relationship is disclosed in advance,
- no reasonable likelihood exists that the relationship improperly
influences the decision to do business with the company, and
- Osage otherwise would have valid business reasons to do business
with the company if the relationship did not exist.
Business with Related Parties
Employee's will disclose to and obtain approval from his or her
immediate supervisor, or in the case of an officer or director, the
Audit Committee, if:
- a family or household member works for a customer, supplier, or
competitor and is in a position to influence decisions affecting
Osage.
- we are or could be directly or indirectly involved in any material
business transaction between Osage or a family or household member.
Factors to be considered in granting approval may include, among
others, the following:
- the relationship is disclosed in advance,
- no reasonable likelihood exists that the relationship improperly
influences the decision to do business with the company, and
- Osage otherwise would have valid business reasons to do business
with the company if the relationship did not exist.
4. Conflicts of Interests
All employees, including the CEO and senior financial officers, must act
ethically to any conflicts of interest, and comply with all generally
accepted accounting principles, laws and regulations designed to produce
full, fair, accurate, timely, and understandable disclosure in the
company's periodic reports filed with the SEC.
It is Osage's policy that all directors, officers and other employees
disclose any conflict between their personal interests and the interests
of Osage promptly after becoming aware of the conflict of interest. If
we have any doubt, we should treat the situations as conflicts until
they have been disclosed and resolved. Sometimes, we can easily resolve
conflicts if we disclose them before taking any action. An employee
should disclose any conflict of interest to his or her immediate
supervisor, who may in turn refer the matter to another officer,
director or the Audit Committee. Alternatively, the employee may
communicate directly with another officer, director or member of the
Audit Committee. It is the employee's duty to report any known conflict
of interest to his or her immediate supervisor, another officer,
director or member of the Audit Committee and to seek approval as
required by this code of ethics and other applicable corporate policy
before engaging in an activity that may result in a conflict of
interest.
If we do not disclose conflicts, they may create situations that
cannot be properly resolved.
It is not feasible to specify all activities that may give rise to a
conflict of interest; however, they generally occur in the areas of
personal investments, affiliations, business gifts and confidential
information. The following examples will serve as a non-exclusive guide
to the circumstances or types of activities that could cause conflicts
and therefore are prohibited unless specifically approved in advance by
Osage through the employee's immediate supervisor or other officer in
charge of the employee's department, or in the case of an officer or
director, the Audit Committee:
- Ownership, by an employee or any immediate family member (spouse,
parents, children and their spouses), of any significant financial
interest in any non-public enterprise that does business with, or is a
direct competitor of, Osage. A significant financial interest is any
financial interest that exceeds 5% of an employee's annual cash
compensation.
- Ownership, by a director, officer or employee or immediate family
member, of 1% or more of the outstanding shares of any publicly owned
enterprise regularly traded on any open market that does business
with, or is a direct competitor of, Osage.
- Participation in any outside activity that interferes with the
performance of the employee's duties to the Company.
- Service as a director, consultant or employee of an enterprise
that is required to file periodic reports with the SEC.
- Acceptance by a director, officer or employee of gifts of a size
or entertainment of a nature or magnitude that may tend to influence
such director's, officer's or employee's business decisions or
compromise his or her independent judgment.
- Ownership, directly or indirectly, by a director, officer or
employee, or immediate family member of a contractual or real property
interest (including royalty, working interest, net profits interest,
etc.) in any property owned or operated by Osage or any of its
subsidiaries; provided that pre-approval shall not be required in the
case of an interest (1) acquired prior to the date of adoption of this
code of ethics by the Board of Directors; (2) acquired prior to the
time of becoming an officer, director or employee of Osage; or (3)
acquired from a person other than Osage or any of its subsidiaries.
If an employee senses possible involvement in a conflict of interest
situation, the employee should immediately report the matter to his or
her immediate supervisor, making a full disclosure of all pertinent
facts and circumstances. Because each case may involve special
circumstances, it will be judged on its own merits considering the
duties of the employee, the relative significance of the factors
involved and the materiality to Osage of the overall facts and
circumstances.
Failure by any employee or officer to seek any required approval for
an activity which, in the opinion of management, the Board or the Audit
Committee would result, or has resulted, in a conflict of interest, may
result in disciplinary action up to and including discharge from
employment. In addition, the Board will take appropriate disciplinary
action against any director for failure to seek any required approval
for an activity which, when reviewed by the Audit Committee and Board,
are determined to have been a conflict of interest.
5. Securities Ownership
Insider Trading
Directors, officers and employees who are aware of material,
nonpublic information (an "insider") from or about Osage, are not
permitted directly or through family members or other persons or
entities, to:
- buy or sell securities (or derivatives relating to such
securities) of Osage, including transfers in or out of Osage employee
stock funds (other than pursuant to a pre-approved trading plan that
complies with SEC Rule 10b5-1), or
- pass on, tip or disclose material, nonpublic information to others
outside Osage, including family and friends.
Such buying, selling or trading of securities may be punished by
discipline of up to and including termination of employment; civil
actions, including penalties of up to three times the amount of profit
gained or loss avoided by an inside trade or stock tip; or criminal
actions.
Inappropriately trading or passing on information about sensitive Osage
or business partner activities or opportunities can harm these partners
and Osage's corporate strategy, depriving us of valuable opportunities.
In addition, trading on the basis of inside information, or passing
inside information on to others who may trade (even if we receive no
financial benefit), is a crime and can result in significant fines or
imprisonment.
We should understand that the securities trading of our family
members, household members or those with whom we have a close, personal
relationship can, under some circumstances, result in legal liability
for us and can lead to a conflict of interest between the company and
us.
We will not trade in any securities of Osage based on inside
information or inappropriately trade these securities if we possess
inside information, even if obtained accidentally or unintentionally.
We will check with our legal advisors if we intend to buy or sell
Osage stock when we may have inside information.
Examples of information that may be considered material, non-public
information in some circumstances are:
- Undisclosed annual, quarterly or monthly financial results, a
change in earnings or earnings projections, or unexpected or unusual
gains or losses.
- Undisclosed negotiations and agreements regarding mergers,
concessions, joint ventures, acquisitions, divestitures, business
combinations or tender offers.
- Undisclosed major regulatory changes.
- Undisclosed major management changes.
- Undisclosed information as to results of significant drilling and
exploration activity.
- Major financing developments that have not been disclosed.
- A major lawsuit or claim that has not been publicly disclosed.
- The gain or loss of a significant customer that has not been
publicly disclosed.
- Information that is considered confidential.
- Any other undisclosed information that could affect our financial
condition or stock price.
Another's Company's Securities
The same policy also applies to securities issued by another company
if you have acquired material, nonpublic information relating to such
company in the course of your employment or affiliation with Osage.
Trades Following Disclosure
When material information has been publicly disclosed, each insider
must continue to refrain from buying or selling the securities in
question until the third business day after the information has been
publicly released to allow the markets time to absorb the information,
and then only in accordance with other applicable corporate policies and
procedures.
Preferential Opportunities
We will not accept opportunities to participate in financial
transactions involving the stock or other securities of business
partners or prospective business partners, such as participating in
"friends and family" deals or initial public offerings, if these
opportunities improperly influence our business judgment on behalf of
Osage.
Loans
We will not offer or accept personal loans or other guarantees (for
example, loan preferences/ discounts not offered widely) to or from
competitors of Osage.
Transactions Related to Osage Securities
We will not engage in any financial transaction in which benefit may
be derived from the devaluation of Osage's stock or other securities,
including, but not limited to, short selling or buying "put" options on
Osage stock.
6. Protecting Company Property and Information
Our stockholders trust us to manage company assets appropriately. We
will attempt to ensure that company equipment, supplies, and other
assets are used for legitimate business purposes unless otherwise
specifically authorized, and that we protect all tangible and intangible
company property.
Protection and Use of Company Property
We are responsible for treating all corporate and other assets with
respect and care.
We will protect company property from potential theft, misuse, loss,
damage or sabotage and follow company policies designed for its
protection. We will not take, use, sell, borrow, loan, give away,
intentionally damage, sabotage, destroy or otherwise dispose of company
property, regardless of condition or value, without appropriate
authorization.
Personal Use of Company Property
Company property is intended to be used for business purposes. We
will not use company property (for example, time, funds, information,
records, intellectual property or nonpublic information, computer
software or systems, corporate name) for non-Osage activities without
the prior approval of our immediate supervisor. However, limited
personal use may be permissible when it does not:
- interfere with our work responsibilities or business operations.
- lead to inappropriate costs to the company.
- violate the standards contained in this code of ethics, or any of
our other policies and procedures.
Officers and employees should not expect a right to privacy of their
e-mail. All e-mails on Osage equipment are subject to monitoring by
Osage.
Protection, Use and Recording of Company Funds
How we treat company funds has a direct impact on Osage's overall
financial success. We will handle company funds responsibly. Company
funds are any monies, documents or records that have or represent
financial value. Company funds include, but are not limited to,
currency, checks, vouchers, credit or charge cards, receivables,
payables, money orders, postage, bills, benefits enrollment forms,
reimbursement claims, paychecks, expense reimbursements and invoices.
We will:
- protect all company funds, especially those funds entrusted to us.
- abide by company policies for the security of company funds.
- attempt to ensure that the company receives good value in exchange
for company funds.
- only seek reimbursement for expenses that are reasonable, actual
and authorized.
- accurately, honestly and timely prepare records of funds and
related transactions.
- attempt to ensure records that we approve reflect appropriate use
of company funds and are accurate, honest and prepared timely.
Company Benefits
We will only use company benefits plans for ourselves and other
covered persons, and provide accurate information as required.
Communications and Computer Systems
We will properly safeguard and work with communications and computer
systems and related data to help ensure their accuracy, integrity,
safety and confidentiality.
Personal/Unauthorized Use of Company Funds
We will not use company funds for personal use or for corporate
business that is not approved.
Protecting Confidential and Proprietary Information
It is Osage's policy to ensure that all operations, activities and
business affairs of Osage and Osage's business associates are kept
confidential to the greatest extent possible. Confidential information
includes all non-public information that might be of use to competitors,
or that might be harmful to Osage or its business partners if disclosed.
Confidential and proprietary information about Osage or its business
partners belongs to Osage, must be treated with the strictest confidence
and is not to be disclosed or discussed with others.
We will safeguard all confidential and proprietary information in the
possession of Osage by:
- following company policies and procedures for identifying, using,
protecting and disclosing this information.
- properly returning, destroying or otherwise disposing of the
information when it is no longer of use.
- utilizing a "confidential" or "proprietary" marking for the
information, and ensuring that this information retains its labeling
when reproducing any portion of it.
- keeping confidential and proprietary information in protected
places (such as secured offices, locked drawers, and
password-protected computer systems).
- taking appropriate precautions when transmitting confidential and
proprietary information, either within or outside the company. In
general, we should attempt to ensure that confidential and proprietary
information is not transmitted through unsecured e-mail, posted onto
the Internet or sent to unattended fax machines.
- complying with any agreements regarding the use and protection of
confidential and proprietary information owned by others.
Releases of and Requests for Confidential and Proprietary
Information
We will only release confidential and proprietary information under
the following conditions:
- To the public only when we are specifically authorized to do so.
We should recognize that the company will lose protection for the
confidential and proprietary information once it is made publicly
available.
- To employees who have a legitimate, business-related need to know
the confidential and proprietary information, and who have been
advised of the applicable confidentiality requirements.
- To outside parties, whom we expect will treat the information
appropriately (for example, customers, suppliers, joint venture
partners) to whom disclosure has been specifically authorized and who
have entered into or agreed to abide by a written agreement to receive
confidential and proprietary information under terms and conditions
that restrict use and disclosure of the confidential and proprietary
information .
- According to agreed-upon contractual terms, generally as outlined
in non-disclosure agreements between the company and others, or
according to directives from company representatives authorized to
permit disclosure of confidential and proprietary information.
We never release confidential and proprietary information:
- in public Internet forums, such as in chat rooms or on electronic
bulletin boards.
- to family, friends, former employees or any other parties that
could potentially influence that person's investment decisions,
including whether to buy, sell, or hold any stock or any other related
financial instrument.
- to selected parties (for example, stockholders or financial
analysts) prior to the general public release of this information by
the company, unless otherwise specifically authorized.
When outside parties, such as the media, stockholders, financial
analysts or outside attorneys request confidential and proprietary
information, we will not respond to this request but will inform our
immediate supervisor and, if necessary or appropriate, Osage's, legal
counsel, about the request and refer the requesting party to one or more
of them.
Reporting Improper Disclosures and Use
We will report any improper disclosures or unauthorized use of
confidential and proprietary information. Timely reporting of improper
disclosures or unauthorized use can assist us in minimizing any damages,
including informing certain parties of their duties to protect the
confidential and proprietary information or taking other measures that
protect our interests.
7. Accuracy and Retention of Business Records
Maintaining the integrity of records is essential to meeting legal
and regulatory obligations, as well as demonstrating how we conduct
business with our business partners. Each of us is responsible for the
honesty of our records.
We will make and retain books, records and accounts that, in
reasonable detail, accurately and fairly reflect Osage's transactions
and the disposition of its assets and conform to applicable legal
requirements and generally accepted accounting principles. Each
transaction must conform to management's general or specific
authorization, and we shall maintain an appropriate system of internal
accounting controls. No entry may be made on Osage's books and records
that misrepresents, hides or disguises the true nature of any
transaction.
All directors, officers, employees and other persons are prohibited
from directly or indirectly falsifying or causing to be false or
misleading any financial or accounting book, record or account. Directly
or indirectly manipulating an audit, and destroying or tampering with
any record, document or tangible object with the intent to obstruct a
pending or contemplated audit, review or federal investigation is
expressly prohibited. The commission of, or participation in, one of
these prohibited activities or other illegal conduct will subject the
perpetrator to federal penalties, as well as punishment of up to and
including termination of employment.
No director, officer or employee of the Company may:
- make or cause to be made a materially false or misleading
statement, or
- omit to state, or cause another person to omit to state, any
material fact necessary to make statements made not misleading
in connection with the audit of financial statements by independent
accountants, the preparation of any required reports whether by
independent or internal accountants, or any other work which involves or
relates to the filing of a document with the SEC.
No director, officer or employee will:
- establish or use any secret or off-balance sheet fund or account
for any purpose;
- use corporate funds to establish or use any numbered bank account
that is not identified by the name of the owner; or
- establish or use any offshore corporate entity for any purpose
other than a legitimate company business purpose.
Working with Records
We will prepare, protect, correct and approve records so that they
are accurate, truthful, complete and meet applicable standards,
including records regarding work time and expenses.
We should apply the highest standards in accurately recording
transactions. We will not knowingly prepare, maintain or provide false
or misleading records or data. We will not knowingly suppress relevant
information in any company record or system. We are also responsible for
accurately reporting and documenting expenses we actually incur
according to Osage's policies.
Direction by Others
No one may direct us to prepare or approve a false or misleading record.
Compliance with Standards
We are responsible for preparing records that comply with corporate
policies and applicable laws of the U.S., as well as accepted
professional, regulatory and industry standards.
Retention
We will retain company records according to applicable laws and
company policies.
Maintaining and/or Approving Records
When we are responsible for maintaining and/or approving any records,
we will attempt to ensure that the recorded information is accurate and
conforms to applicable standards and company policies.
8. Gifts and Entertainment
The occasional exchange of business courtesies such as modest gifts
and reasonable entertainment can help facilitate our efforts to build
strong and trusting relationships with business partners and others.
However, we cannot allow these courtesies to adversely affect our
objectivity and decision making, nor should we use these practices to
place undue influence on our business partners.
We will conduct business impartially and with the company's and our
business partners' best interests in mind, only exchanging appropriate
business courtesies according to acceptable company standards.
We should never offer, accept, give or pay for gifts, entertainment,
travel or any other consideration of value if doing so may improperly
influence or appear to influence others' or our own objective business
decisions. If we use good judgment and act with moderation, the
occasional exchange of modest gifts and reasonable entertainment may be
appropriate. Offering or accepting gratuities is never appropriate, and
may constitute a civil or criminal offense.
Soliciting Courtesies
We will never solicit for ourselves entertainment or gifts from
anyone with whom we do business.
Others' Standards
We will try in good faith to know our customers' policies concerning
their acceptance of business courtesies and attempt to ensure our offers
do not compromise their standards.
Communicating Standards to Others
We are responsible for communicating our standards regarding business
courtesies to our business partners.
Adherence to Standards
We will never give or accept anything of value, such as gifts,
entertainment, travel and other considerations, unless it is legal in
the local jurisdiction and is not otherwise prohibited by this code of
ethics or Osage's other standards and policies.
Courtesies to Family Members
Business courtesies provided by Osage's business partners to our
family or household members because of their relation to us are
considered business courtesies given directly to us. We will follow
Osage's standards regarding such business courtesies.
Use of Personal Assets
We will not use our personal assets to provide a gift, entertainment,
gratuity or other consideration to a customer, supplier, or other
business partner that Osage's standards do not permit.
Appropriate Gifts
We will only give or accept gifts that promote goodwill with our
business partners and do not improperly influence or others' or our
decisions and actions.
In general, we may only accept a business related gift that is not
cash or could be used like cash (for example, a gift certificate or
coupon are not acceptable) and is moderate in value, whether from a
person or organization seeking or having a business relationship with
Osage or with interests that could be substantially affected by Osage's
actions.
In addition, a gift is more likely to be appropriate to accept if it
is promotional in nature (for example, pens, hat with logos, t-shirts)
and distributed widely (for example, to other employees, to other
customers).
In situations when giving or receiving gifts of greater than moderate
value may be appropriate, approval of our immediate supervisor, is
required. Factors to be considered in granting approval may include the
following:
- the gift is disclosed, and
- there is no reasonable likelihood that the gift will improperly
influence others' or our decisions and actions.
Returning Gifts
We will politely return gifts that exceed Osage's standards with an
explanation that company standards do not permit us to accept such
gifts. When returning a perishable item that exceeds our standards is
not feasible, it should be anonymously donated to charity or the gift
should be accepted on behalf of Osage, not the individual, and shared
among all employees in the office (for example, flowers, fruit baskets).
If shared, the gift's value per person should be moderate.
Exchanging Gifts with Business Friends
When we establish friendships with business partners that continue
outside of business, we will attempt to ensure that any gifts we
exchange with these friends do not improperly influence their or our
business decisions. We will discuss with our immediate supervisor when
exchanging gifts may fall outside company standards.
Entertainment
We will only offer or accept reasonable business meals or
entertainment, including attendance at sporting or cultural events, that
is appropriate, reasonable, is offered or accepted as a normal part of
business and does not improperly influence our decisions and actions or
those of our business partners.
To avoid any real or perceived obligation, it would be appropriate to
reciprocate with similar modest hospitality in the course of a business
relationship, including, but not limited to, appropriate, reasonable
hospitality such as meals; charity events; sporting events; holiday
gatherings or other celebrations; and plays, concerts or other cultural
events.
Gratuities (including bribes and kickbacks)
We will never encourage, exchange, request, accept or offer any
gratuities or other payments for providing specific services or goods.
This includes accepting any gratuities from business partners who may
wish to thank us for the services we provide or the products that we
produce. Also, we will not inadvertently suggest that we would accept
such gratuities. Payments or favors may be considered bribery or
kickbacks, which violate Osage policies, as well as U.S. laws and the
laws of other countries.
Gratuities include cash or other tips offered in appreciation for
providing specific services. Gratuities can include, but are not limited
to:
- money or other items of value.
- loans.
- special privileges.
- personal favors.
- benefits.
- services.
- payments or services that may be considered a bribe or kickback.
We prohibit improper payments in all of our activities, whether these
activities are with governments or in the private sector. You are
strictly forbidden from offering, promising or giving money, gifts,
loans, rewards, favors or anything of value to any governmental
official, employee, agent or other intermediary (either inside or
outside the United States) which is prohibited by law. Those paying a
bribe may subject Osage and themselves to civil and criminal penalties.
When dealing with government customers or officials, no improper
payments will be tolerated. If you receive any offer of money or gifts
that is intended to influence a business decision, then it should be
reported to your immediate supervisor, another officer, the Board or the
Audit Committee immediately.
Bribes are payments or other compensation that are (a) designed to
influence a recipient's business judgment, (b) non-customary,
unreasonable or otherwise perceived as sufficient to influence the
recipient's business judgment.
Kickbacks are expected payments or other compensation that serve as
an unofficial "thank you" or benefit for the recipient having performed
a business service.
9. Compliance with Laws, Rules and Regulations
Osage's goal and intention is to comply with the laws, rules and
regulations by which we are governed. In fact, we strive to comply not
only with requirements of the law but also with acceptable recognized
industry practices. All illegal activities or illegal conduct are
prohibited whether or not they are specifically set forth in this code
of ethics.
Where law does not govern a situation or where the law is unclear or
conflicting, you should discuss the situation with your immediate
supervisor and management should seek advice from Osage's legal counsel.
Business should always be conducted in a fair and forthright manner.
Directors, officers and employees are expected to act according to high
ethical standards.
10. Disclosure Policies and Controls
Osage's reputation is dependent upon full and complete disclosure of
important information about Osage that is used in the securities
marketplace. Our financial and non-financial disclosures and filings
with the SEC must be reliable, truthful and accurate. Proper reporting
of information is a complex process involving cooperation between many
departments and disciplines. We must all work together to insure that
reliable, truthful and accurate information is disclosed to the public.
Osage shall disclose to the SEC, current security holders and the
investing public information that is required, and any additional
information that may be necessary to keep the required disclosures from
being materially misleading. The disclosure process is designed to
record, process, summarize and report material information as required
by applicable laws, rules and regulations. Participation in the
disclosure process is a requirement of a public company, and full
cooperation and participation by the CEO, CFO and, upon request, other
employees in the disclosure process is a requirement of this code of
ethics.
Officers and employees must fully comply with their disclosure
responsibilities in an accurate and timely manner or be subject to
discipline of up to and including termination of employment.
11. Environment, Health and Safety
Osage is committed to managing and operating our assets in a manner
that is protective of human health and safety and the environment. It is
our policy to comply, in all material respects, with applicable health,
safety and environmental laws and regulations. Each employee is also
expected to comply with our policies, programs, standards and
procedures.
12. Fair Dealing with Others
No director, officer or employee should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other
unfair-dealing practice.
13. Filing of Government Reports
Any reports or information provided, on our behalf, to federal,
state, local or foreign governments should be true, complete and
accurate. Any omission, misstatement or lack of attention to detail
could result in a violation of the reporting laws, rules and
regulations.
14. Administration
Reinforcement of sound ethical standards is the responsibility of
every director, officer and employee of Osage. Nevertheless, all
violations and reasonable suspicions of violations of this code of
ethics shall be promptly reported to the employee's immediate
supervisor, another officer or director, a member of the Audit Committee
or Osage's legal counsel, by the individual with knowledge of such a
violation. This code of ethics, as amended from time-to-time, may be
supplemented or implemented by more detailed policies, procedures,
guidelines, manuals and handbooks issued by Osage or its subsidiaries.
Osage reserves the right, in its sole discretion, to amend, modify,
interpret, supersede or rescind any or all of the policies described in
this code of ethics, with or without notice. Any amendment to this code
of ethics shall be made only by Osage's Board of Directors or the
appropriate committee thereof. If an amendment to this code of ethics is
made, appropriate disclosure will be made in accordance with legal
requirements and stock exchange regulations.
Every director, officer or employee elected or employed after the
effective date of this code of ethics may be required to sign a written
affirmation acknowledging that they (1) have read and understand this
code of ethics and will comply with the code of ethics, (2) have not
violated this codes of ethics, (3) will continue to comply with this
codes of ethics, and (4) have no knowledge of any violation of this
policy which has not been previously communicated to their supervisor,
the Audit Committee of the Board of Directors or Osage's outside legal
counsel , which affirmation may be separate or part of another
affirmation or acknowledgment relating to employee manuals, handbooks,
benefit packages, etc., supplied to new directors, officers or
employees.
Waivers of any provision of this code of ethics shall be made only by
the Audit Committee of the Board of Directors, or the full Board.
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 Osage, and comply with any procedures that may be
required to protect Osage in connection with a waiver. If a waiver of
this code of ethics is granted for any director or officer, appropriate
disclosure will be made in accordance with legal requirements and stock
exchange regulations.
15. Conclusion
As a publicly traded company, we have certain obligations to our
stockholders as well as to society in general. These obligations and our
commitment to open, honest, straightforward and ethical conduct
including full, fair, accurate, timely and understandable disclosure in
reports and documents that we file with, or submit to, the United States
Securities and Exchange Commission and in other public communications
made by us, warrant the implementation and enforcement of this code of
ethics.
Osage, its stockholders and the general public expect and are
entitled to have Osage conduct itself in a manner consistent with basic
principles of honesty and fairness and the principles set forth in this
code of ethics. Therefore, violations by any director, officer or
employee may result in appropriate disciplinary action, including
removal or dismissal when necessary.
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