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Code of Ethics
The Board of Directors of Dynagas LNG Partners LP (the "Partnership") has adopted this Code of Ethics (the "Code") for all entities controlled by the Partnership and all of the Partnership's employees, directors, officers and agents ("Employees"). All Employees are required to read and understand the Code and certain Employees will be required to provide a certification to that effect.
- 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 Partnership 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 Partnership 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 Conflicts Committee or counsel to the Partnership immediately.
- Corporate Opportunities
Employees owe a duty to advance the legitimate interests of the Partnership 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.
- Confidentiality and Privacy
It is important that Employees protect the confidentiality of Partnership information. Employees may have access to proprietary and confidential information concerning the Partnership's business, clients and suppliers. Confidential information includes such items as non-public information concerning the Partnership'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 Partnership 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 Partnership's customers, potential customers, or Employees, must maintain the highest degree of confidentiality and must not disclose any personal information unless authorization is obtained.
- Honest and Fair Dealing
Employees must endeavor to deal honestly, ethically and fairly with the Partnership'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.
No bribes, kick-back arrangements or other similar payments and benefits, directly or indirectly, shall be paid to employees of suppliers or customers. These requirements include any payments on behalf of the Partnership to government officials of any government at any level, employees or other representatives of government owned businesses, and political candidates or parties.
The Partnership will seek to identify and eliminate all facilitation payments. This also applies to any payments made by representatives or agents of the Partnership in connection with Partnership business.
All payments must comply with the Partnership's financial procedures for the approval and recording of payments, and must be submitted to the appropriate level of management for review in accordance with the Partnership's financial control procedures.
- Protection and Proper Use of Partnership Assets
The Partnership'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 Partnership's assets from theft and loss and to ensure their efficient use. Theft, carelessness and waste have a direct impact on the Partnership's profitability. If you become aware of theft, waste or misuse of the Partnership's assets you should report this to your manager.
- Compliance with Laws, Rules and Regulations
It is the Partnership'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 Partnership policy should contact the Partnership's outside legal counsel.
- Securities Trading
Because we are a public Partnership, we are subject to a number of laws concerning the purchase of our common units and other publicly traded securities. Partnership policy prohibits Employees and their family members from trading securities while in possession of material, non-public information relating to the Partnership or any other Partnership, including a customer or supplier that has a significant relationship with the Partnership.
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.
- Disclosure
Employees are responsible for ensuring that the disclosure in the Partnership'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 Partnership is made known to them; (ii) confirm that the Partnership's periodic reports comply with applicable law, rules and regulations; and (iii) ensure that information contained in the Partnership's periodic reports fairly presents in all material respects the financial condition and results of operations of the Partnership.
Employees will not knowingly (i) make, or permit or direct another to make, materially false or misleading entries in the Partnership'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 Partnership's independent auditor or outside legal counsel.
- 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 Partnership.
- Internal Reporting
Employees shall take all appropriate action to stop any known misconduct by fellow Employees or other Partnership personnel that violate this Code. Employees shall report any known or suspected misconduct to the Chairman of the Audit Committee or the Partnership's outside legal counsel. The Partnership will not retaliate or allow retaliation for reports made in good faith.
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