The Audit Committee of Seanergy Maritime Holdings Corp. (the “Company”) has been established by the board of directors of the Company (the “Board”) to assist the Board in fulfilling its responsibilities to oversee the Company’s financial and accounting operations. The Audit Committee will review and be responsible for, among other things, the Company’s system of internal controls, its financial reporting process, the audit process, and the Company’s processes for monitoring compliance with laws and regulations. In performing its duties, the Audit Committee will maintain effective working relationships with the Board, management, the Company’s internal auditors, and the independent auditors. The Audit Committee will confirm with the independent auditor its understanding that it has access to the Audit Committee at any time.
The Audit Committee shall consist of such number of members as the Board shall determine, but in any case shall be not fewer than two members. The Board shall designate one member of the Audit Committee to be the Chairperson. Each member of the Audit Committee must be independent, as defined under applicable Securities and Exchange Commission (“SEC”) and stock exchange rules and regulations as they currently exist and as they may be amended from time to time.
Each member must be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement or, if and so long as permitted under applicable stock exchange rules, become able to do so within a reasonable period of time after his or her appointment to the Audit Committee. Audit Committee members shall have such other qualifications as the Board may from time to time deem appropriate in light of the mission of the Audit Committee.
At least one member of the Audit Committee shall qualify as an “audit committee financial expert” in compliance with the requirements established under applicable SEC and stock exchange laws and regulations as they currently exist and as they may be amended from time to time.
Notwithstanding anything to the contrary in this charter, if permitted by applicable SEC and stock exchange laws and regulations in effect from time to time, one director who (i) is not independent as defined under applicable stock exchange rules, and (ii) is not a current employee or an immediate family member (as defined under applicable stock exchange rules) of such employee, may be appointed to the Audit Committee if the Board, under exceptional and limited circumstances, determines that membership on the Audit Committee by the individual is required in the best interests of the Company and its stockholders. In such event, the Board will disclose in the Company’s next annual proxy statement the nature of that director’s relationship with the Company and the reasons for that determination.
If the Company fails to comply with the Audit Committee composition requirements under applicable SEC and stock exchange rules and regulations, the Company shall have an opportunity to cure such defect as provided under such rules.
The Committee shall meet at least quarterly, or more frequently as it deems appropriate and as circumstances dictate. Any member of the Committee may call a special meeting of the Committee. Meetings of the Committee may be held telephonically.
The Committee shall periodically meet with each of management (including the Chief Financial Officer) and the independent auditors (including the audit engagement partner) in separate executive sessions to discuss any matters that the Committee or each of these groups believes would be appropriate to discuss privately. In addition, the Committee expects to meet with the independent auditors and management quarterly to review the Company’s financial statements.
The Committee may invite to its meetings any director, member of management of the company and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.
The Committee’s primary responsibility is one of oversight and it recognizes that the Company’s management is responsible for preparing the Company’s financial statements and that the independent auditors are responsible for auditing those financial statements. The Committee also recognizes that financial management, as well as the independent auditors, have more time, knowledge and more detailed information on the Company than do Committee members; consequently, in carrying out its oversight responsibilities, the Committee is not providing any expert or special assurance as to the Company’s financial statements or any professional certification as to the independent auditor’s work. The Committee shall also perform any other activities consistent with this Charter as the Audit Committee or the Board deems necessary or appropriate or as may be required under applicable SEC and stock exchange rules and regulations in effect from time to time.
The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services provided that the decisions of such subcommittee to grant pre-approvals shall be presented to the full Committee at its next scheduled meeting.
Before the commencement of the annual audit, the Audit Committee will meet with financial management and the independent auditor to review and approve the plan, scope, staffing, fees and timing of the annual audit. The Audit Committee shall:
The Nominating Committee (the "Nominating Committee") of the Board of Directors (the "Board") of Seanergy Maritime Holdings Corp. (the "Company") shall consist of a minimum of two directors, each of which shall meet the independence requirements and standards established from time to time by the securities exchange on which the Company's securities are listed or quoted for trading. The Nominating Committee shall meet at least once a year.
The purpose of the Nominating Committee shall be to assist the Board in identifying qualified individuals to become board members, in determining the composition of the Board and in monitoring a process to assess Board effectiveness.
In furtherance of this purpose, the Nominating Committee shall have the following authority and responsibilities:
The Nominating Committee shall have the authority to delegate any of its responsibilities to subcommittees as it may deem appropriate in its sole discretion.
The Nominating Committee shall have the authority to retain any search firm engaged to assist in identifying director candidates, and to retain outside counsel and any other advisors as it may deem appropriate in its sole discretion. The Nominating Committee shall have sole authority to approve related fees and retention terms.
The Nominating Committee shall report its actions and recommendations to the Board after each committee meeting.
The purpose and goal of the Shipping Committee (the "Committee") shall be to consider and vote upon all matters involving shipping and vessel finance for Seanergy Maritime Holdings Corp., of the Marshall Islands (the "Company").
The Committee shall consist of three members of the Board of Directors of the Company. Two of the directors are nominated by Jelco Delta Holding Corp., of the Marshall Islands (the "Investor") and one of the directors is nominated by the majority of the Board of Directors and shall be an independent director of the Board.
The Board of Directors of the Company is required to appoint the members of the Committee based on the selected nominees. In the event of a vacancy on the Committee of a member nominated by the Investors, the Investors shall be entitled to nominate the replacement Committee member. The Board shall appoint the selected nominee to fill the vacancy.
The Committee shall have the following purpose and responsibilities:
Notwithstanding the foregoing, in the event any transaction relating to a vessel involves the issuance of the Company's securities or one of the Company's affiliates is a party thereto, all decisions with respect to such transaction shall be made by the full Board of Directors of the Company. In discharging its responsibility, the Committee shall have full access to all Company books, records, facilities, personnel and outside professionals.
The Committee shall have the authority to retain brokers, search firms, appraisers and other consultants and independent counsel to assist in the performance of its responsibilities, and to authorize the payment of all fees charged by such firms, consultants or counsel.
One member of the Committee shall be appointed by the Committee as its Chair. The Chair shall be responsible for leadership of the Committee, including scheduling and presiding over meetings, preparing agendas and making regular reports to the Board. The Committee will meet as often as necessary to carry out its responsibilities. The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. The Committee Chair will make reports of Committee meetings to the full Board accompanied by any decisions of the Committee and/or recommendations to the Board approved by the Committee.
Members of the Committee may not receive any compensation from the Company except the fees that they receive for service as a member of the Board or any committee thereof.
The Committee shall review and reassess the adequacy of the Charter annually and recommend any proposed changes to the Board for approval. The Charter may be amended by an affirmative vote of 80% of the directors of the Board.
The purpose and goal of the Compensation Committee (the "Committee") shall be to assist the Board of Directors (the "Board") of Seanergy Maritime Holdings Corp. (the "Company") in recommending the compensation for the Company's executive officers generally and, with respect to the Company's Chief Executive Officer (the "CEO"), shall be to determine the compensation of the CEO.
The Committee shall consist of no fewer than two members of the Board of Directors of the Company that satisfy the independence requirements of the Securities and Exchange Commission (the "SEC") and The NASDAQ Stock Market ("NASDAQ"), subject to any applicable exemptions.
The members of the Committee shall be appointed by the Board and shall serve until such member's successor is duly appointed and qualified or until such member's early resignation or retirement. The members of the Committee may be removed, with or without cause, by a majority vote of the Board. The Board may fill any vacancies on the Committee.
The Committee shall have the following purpose and responsibilities:
In discharging its responsibility, the Committee shall have full access to all Company books, records, facilities, personnel and outside professionals.
The Committee shall have the authority to retain search firms and other consultants and independent counsel to assist in the performance of its responsibilities. More particularly, the responsibility and authority of the Committee will be as follows:
One member of the Committee shall be appointed by the Board as Chair. The Chair shall be responsible for leadership of the Committee, including scheduling and presiding over meetings, preparing agendas and making regular reports to the Board. The Committee will meet as often as necessary to carry out its responsibilities but in no event less than two times each year. The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. The Committee Chair will make reports of Committee meetings to the full Board accompanied by any recommendations to the Board approved by the Committee.
Members of the Committee may not receive any compensation from the Company except the fees that they receive for service as a member of the Board or any committee thereof.
The Committee shall review and reassess the adequacy of the Charter annually and recommend any proposed changes to the Board or approval. The Charter may be amended by a majority vote of the independent directors of the Board.
To further Seanergy Maritime Holdings Corp.'s fundamental principles of honesty, loyalty, fairness and forthrightness we have established the Seanergy Maritime Holdings Corp. Code of Business Conduct and Ethics (the "Code"). Our Code strives to deter wrongdoing and promote the following six objectives:
Applicable laws and Seanergy Maritime Holdings Corp. policy require Seanergy Maritime Holdings Corp. to keep books and records that accurately and fairly reflect its transactions and the dispositions of its assets. In this regard, our financial executives shall:
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. Furthermore, no director, officer or employee of Seanergy Maritime Holdings Corp. may directly or indirectly:
The offering, promising, or giving of money, gifts, loans, rewards, favors or anything of value to any supplier, customer or governmental official is strictly prohibited.
It is very important that the information disseminated about Seanergy Maritime Holdings Corp. be both accurate and consistent. For this reason, certain of our executive officers who have been designated as authorized spokespersons per our policy regarding compliance with Regulation FD are responsible for our internal and external communications, including public communications with stockholders, analysts and other interested members of the financial community. Employees should refer all outside requests for information to the authorized spokespersons.
For business purposes, officers and employees are provided telephones and computer workstations and software, including network access to computing systems such as the Internet and e-mail, to improve personal productivity and to efficiently manage proprietary information in a secure and reliable manner. You must obtain the permission from our Information Technology Services department to install any software on any company computer or connect any personal laptop to the Seanergy Maritime Holdings Corp. network. As with other equipment and assets of Seanergy Maritime Holdings Corp., we are each responsible for the appropriate use of these assets. Except for limited personal use of Seanergy Maritime Holdings Corp.'s telephones and computer/e-mail, such equipment may be used only for business purposes. Officers and employees should not expect a right to privacy of their e-mail. All e-mails on company equipment are subject to monitoring by Seanergy Maritime Holdings Corp..
Seanergy Maritime Holdings Corp. policy prohibits employees from disclosing confidential or proprietary information outside Seanergy Maritime Holdings Corp., either during or after employment, without Seanergy Maritime Holdings Corp.'s authorization to do so. Unless otherwise agreed to in writing, confidential and proprietary information includes any and all methods, inventions, improvements or discoveries, whether or not patentable or copyrightable, and any other information of a similar nature disclosed to the directors, officers or employees of Seanergy Maritime Holdings Corp. or otherwise made known to us as a consequence of or through employment or association with Seanergy Maritime Holdings Corp. (including information originated by the director, officer or employee). This can include, but is not limited to, information regarding our business, research, development, inventions, trade secrets, intellectual property of any type or description, data, business plans, marketing strategies and contract negotiations.
Seanergy Maritime Holdings Corp. policy prohibits conflicts between the interests of its employees, officers, directors and Seanergy Maritime Holdings Corp.. A conflict of interest exists when an employee, officer, or director's personal interest interferes or may interfere with the interests of the Seanergy Maritime Holdings Corp.. Conflicts of interest may not always be clear, so if an employee has a concern that a conflict of interest may exist, they should consult with higher levels of management, and in the case of officers and directors, they should consult with a member of the Audit Committee. When it is deemed to be in the best interests of Seanergy Maritime Holdings Corp. and its shareholders, the Audit Committee may grant waivers to employees, officers and directors who have disclosed an actual or potential conflict of interest. Such waivers are subject to approval by the Board of Directors.
Seanergy Maritime Holdings Corp. policy prohibits fraud of any type or description.
Seanergy Maritime Holdings Corp. policy and applicable laws prohibit disclosure of material inside information to anyone outside Seanergy Maritime Holdings Corp. without a specific business reason for them to know. It is unlawful and against Seanergy Maritime Holdings Corp. policy for anyone possessing inside information to use such information for personal gain. Seanergy Maritime Holdings Corp.'s policies with respect to the use and disclosure of material non-public information are more particularly set forth in Seanergy Maritime Holdings Corp.'s Insider Trading Policy.
Seanergy Maritime Holdings Corp. policy prohibits the use of company, personal or other funds or resources on behalf of Seanergy Maritime Holdings Corp. for political or other purposes which are improper or prohibited by the applicable federal, state, local or foreign laws, rules or regulations. Seanergy Maritime Holdings Corp. contributions or expenditures in connection with election campaigns will be permitted where allowed by federal, state, local or foreign election laws, rules and regulations.
Employees who have evidence of any violations of this code are encouraged and expected to report them to their supervisor, and in the case of officers and directors, they should report evidence of any such violations to a member of the Audit Committee. Such reports will be investigated in reference to applicable laws and Seanergy Maritime Holdings Corp. policy. Violations of this Code or any other unlawful acts by our officers, directors or employees may subject the individual to dismissal from employment and/or fines, imprisonment and civil litigation according to applicable laws.
We will not allow retaliation against an employee for reporting a possible violation of this Code in good faith. Retaliation for reporting a federal offense is illegal under federal law and prohibited under this Code. Retaliation for reporting any violation of a law, rule or regulation or a provision of this Code is prohibited. Retaliation will result in discipline up to and including termination of employment and may also result in criminal prosecution.
There shall be no waiver of any part of this Code for any director or officer except by a vote of the Board of Directors or a designated board committee that will ascertain whether a waiver is appropriate under all the circumstances. In case a waiver of this Code is granted to a director or officer, the notice of such waiver shall be posted on our website within five days of the Board of Director's vote or shall be otherwise disclosed as required by applicable law or the [American Stock Exchange] Rules. Notices posted on our website shall remain there for a period of 12 months and shall be retained in our files as required by law.
Procedures for the Submission of Complaints or Concerns Regarding Financial Statement Disclosures, Accounting, Internal Accounting Control, or Auditing Matters
Section 301 of the Sarbanes-Oxley Act of 2002, the applicable rules of the Securities and Exchange Commission, and the listing standards of the NASDAQ Stock market require the Audit Committee of Seanergy Maritime Holdings Corp. (the "Company") to establish formal procedures for: (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential or anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
The Company is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices. Accordingly, in order to facilitate the reporting of concerns and complaints, the Company's Audit Committee has established the following procedures for (1) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters, including concerns regarding questionable accounting or auditing matters (collectively, "Accounting Matters"), and (2) the confidential or anonymous submission by employees of the Company of concerns regarding Accounting Matters.
These procedures relate to concerns or complaints relating to any questionable accounting matters including, without limitation, the following:
The Company shall promptly forward to the Audit Committee any complaints that it has received regarding financial statement disclosures, accounting, internal accounting controls, or auditing matters.
Any person, including employees, with a concern or complaint regarding Accounting Matters may submit their concern or complaint by sending an e-mail to the Company's Whistleblower E-mail Address at firstname.lastname@example.org . The Whistleblower E-mail Address will be accessible only to the members of the Audit Committee and the Company's Internal Audit Manager.
The person submitting a complaint should include a telephone number in the submission at which he or she may be contacted if the person requests contact or if the Audit Committee determines that contact is appropriate. Whether you identify yourself or not, in order that a proper investigation can be conducted, please provide as much information as you can, sufficient to do proper investigation, including where and when the incident occurred, names and titles of the individuals involved, and as much other detail you can provide.
The Company will not permit any negative or adverse actions to be taken against any employee or individual who in good faith reports a possible violation of law, including any concerns regarding questionable Accounting or auditing matters, even if the report may be mistaken, or against any employee or individual who assists in the investigation of a reported violation. The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of an employee with respect to good faith reporting of any concerns or complaints. Retaliation by any employee in any form will not be tolerated. Any act of alleged retaliation should be reported immediately to the Audit Committee and will be promptly investigated.
The Company will treat all communications under this Policy in a confidential manner, except to the extent necessary (1) to conduct a complete and fair investigation; or (2) for review of Company operations by the Company's Board of Directors, its Audit Committee, the Company's independent public accountants, and the Company's legal counsel.
Employees may forward concerns or complaints regarding Accounting Matters on a confidential or anonymous basis by sending an e-mail to the Company's Whistleblower E-mail Address at email@example.com.
Whether you identify yourself or not, in order that a proper investigation can be conducted, please provide as much information as you can, sufficient for the recipient to do proper investigation, including where and when the incident occurred, names and titles of the individuals involved, and as much other detail you can provide.
Taking action to prevent problems is part of Seanergy's culture. The Company urges employees and others involved with the Company to come forward without regard to the identity or position of a suspected offender and report possible violations.
The Audit Committee will maintain a log of all reported concerns or complaints, tracking their receipt, their investigation, and their resolution and shall prepare a periodic summary report thereof for the Board of Directors. The Audit Committee shall retain, as a part of its records, any such complaints or concerns for a period of not less than seven (7) years.
TO: All Employees, Officers and Directors of Seanergy Maritime Holdings Corp. (the "Company") and its Affiliates
FROM: Stamatis Tsantanis, Chairman and Chief Executive Officer
RE: Statement of Company Policy - Securities Trading By Company and Affiliate Personnel
The purchase or sale of securities while aware of material nonpublic information, or the disclosure of material nonpublic information to others who then trade in the Company's securities, is prohibited by the federal securities laws. Insider trading violations are pursued vigorously by the United States government and are punished severely. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, the federal securities laws also impose potential liability on companies and other "controlling persons" if they fail to take reasonable steps to prevent insider trading by company personnel. The Company's Board of Directors has adopted this Policy Statement both to satisfy the Company's obligation to prevent insider trading and to help Company personnel avoid the severe consequences associated with violations of the insider trading laws. The Policy Statement also is intended to prevent even the appearance of improper conduct on the part of anyone employed by or associated with the Company.
The consequences of an insider trading violation can be severe:
Traders and Tippers. Company personnel (or their tippees) who trade on inside information are subject to the following penalties:
An employee who tips information to a person who then trades is subject to the same penalties as the tippee, even if the employee did not trade and did not profit from the tippee's trading.
Control Persons. The Company and its supervisory personnel, if they fail to take appropriate steps to prevent illegal insider trading, are subject to the following penalties:
Company-Imposed Sanctions. An employee's failure to comply with the Company's insider trading policy may subject the employee to Company-imposed sanctions, including dismissal for cause, whether or not the employee's failure to comply results in a violation of law. Needless to say, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish one's reputation and irreparably damage a career.
It is the policy of the Company that no director, officer or other employee of the Company or any of the Company’s affiliates (a “Covered Person”) who is aware of material nonpublic information relating to the Company may, directly or through family members or other persons or entities, (a) buy or sell securities of the Company (other than pursuant to a pre-approved trading plan that complies with SEC Rule 10b5-1), or engage in any other action to take personal advantage of that information, or (b) pass that information on to others outside the Company, including family and friends. In addition, it is the policy of the Company that no Covered Person who, in the course of working for or on behalf of the Company, learns of material nonpublic information about a company with which the Company does business, including a customer or supplier of the Company, may trade in that company's securities until the information becomes public or is no longer material.
Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are not exempt from the policy. The securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.
Disclosure of Information to Others. The Company has established procedures for releasing material information about the Company in a manner that is designed to achieve broad public dissemination of the information immediately upon its release. You may not, therefore, disclose information to anyone outside the Company, including family members and friends, other than in accordance with those procedures. You also may not discuss the Company or its business in an internet "chat room" or similar internet-based forum.
Material Information. Material information is any information that a reasonable investor would consider important in making a decision to buy, hold, or sell securities. Any information that could be expected to affect the Company's stock price, whether it is positive or negative, should be considered material. Some examples of information that ordinarily would be regarded as material are:
"20-20" Hindsight. Remember, anyone scrutinizing your transactions will be doing so after the fact, with the benefit of hindsight. As a practical matter, before engaging in any transaction, you should carefully consider how enforcement authorities and others might view the transaction in hindsight.
When Information is "Public" If you are aware of material nonpublic information, you may not trade until the information has been disclosed broadly to the marketplace (such as by press release or an SEC filing) and the investing public has had time to absorb the information fully. To avoid the appearance of impropriety, as a general rule, information should not be considered fully absorbed by the marketplace until the third trading day after the information is released. If, for example, the Company were to make an announcement on a Monday, you should not trade in the Company's securities until Thursday. If an announcement were made on a Friday, Wednesday generally would be the first eligible trading day.
Transactions by Family Members. The insider trading policy also applies to your family members who reside with you, anyone else who lives in your household, and any family members who do not live in your household but whose transactions in securities are directed by you or are subject to your influence or control (such as parents or children who consult with you before they trade in securities). You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in the Company's securities.
Stock Option Exercises. The Company's insider trading policy does not apply to the exercise of an employee stock option. The policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.
Trading Windows. A Covered Person may trade in Company securities only during the period beginning at the opening of trading on the third full trading day following the Company's widespread public release of quarterly or year-end operating results, and ending at the close of trading on the 30th day following the end of the next quarter (or, if such 30th day is not a trading day, on the next trading day), as long as the Covered Person is not in possession of material nonpublic information or subject to any special trade blackout.
No Trading During Trading Windows While in the Possession of Material Nonpublic Information. No Covered Person possessing material nonpublic information concerning the Company may trade in Company securities even during applicable trading windows. Persons possessing such information may trade during a trading window only after the opening of trading on the third full trading day following the Company's widespread public release of the information.
No Trading During Blackout Periods. No Covered Person may trade in Company securities outside of the applicable trading windows or during any special blackout periods that the Company’s CEO may designate. In addition, no Covered Person may disclose to any outside third party that a special blackout period has been designated.
Pre-Clearance by CEO. All transactions by a Covered Person must be cleared in advance by the Company’s CEO.
Blackout periods shall not prohibit transfers of Company securities made pursuant to a written contract, letter of instruction or plan that (a) complies with the requirements of SEC Rule 10b5-1 (a "Rule 10b5-1 Plan"), (b) has been approved by the Company’s CEO in advance of the first trade thereunder and (c) with respect to which the Company's CEO has received certification from such Covered Person that (i) such Covered Person was not in possession of material nonpublic information about the Company at the time the Rule 10b5-1 Plan was adopted and that all trades made under the Rule 10b5-1 Plan will comply with Rule 10b5-1 Plan and applicable securities laws and (ii) the Rule 10b5-1 Plan complies with the requirements of Rule 10b5-1. No such approval by the CEO shall be considered the CEO's or the Company's determination that the Rule 10b5-1 Plan satisfies the requirements of Rule 10b5-1. It shall be the sole responsibility of the person establishing the Rule 10b5-1 Plan to ensure that such plan complies with the requirements of Rule 10b5-1.
Post-Termination Transactions. This Policy Statement will continue to apply to your transactions in Company securities even after you have terminated your employment with or position as a director of the Company or its affiliates. If you are in possession of material nonpublic information when your employment or directorship terminates, you may not trade in Company securities until that information has become public or is no longer material.