Conduct

pdf Code of Business Conduct and Ethics

                      VANGUARD NATURAL RESOURCES, INC.
                 CODE OF BUSINESS CONDUCT AND ETHICS
(Adopted by the Board of Directors on August 9, 2017)

 

I. Introduction

This Code of Business Conduct and Ethics (this “Code”) applies to Vanguard Natural
Resources, Inc. and all subsidiaries and entities controlled by it (collectively, the “Company”),
and the Company’s employees, officers and directors. The Company, in adopting this Code,
has recognized the importance to the Company of conducting its business subject to high
ethical standards and in full compliance with all applicable laws and, even where not required
by law, with integrity and honesty, dealing fairly with suppliers, customers, business partners
and others.

The purpose of this Code is to promote strict adherence to the following guiding
principles:

A. Honest and ethical conduct, including the avoidance of actual or potential
conflicts of interest between personal and business or professional relationships;

B. To the extent applicable, full, fair, accurate, timely, and understandable disclosure
by the Company in reports and documents that are filed with, or submitted to, the
U.S. Securities and Exchange Commission (“SEC”), and in other public
communications, whatever the medium;

C. Compliance with all other applicable governmental laws, rules and regulations
(including, but not limited to those relating to reporting or disclosure to any
governmental authority or to the public, the business activities and/or performance
of the Company);

D. Prompt internal reporting of violations of this Code to the appropriate persons
designated by the Board of Directors; and

E. Accountability with respect to compliance with, and the interpretation and
enforcement of this Code.

This Code has been prepared to help employees, officers and directors understand and
adhere to the Company’s standards of ethical business practices and to stimulate awareness of
ethical issues that may be encountered in carrying out their responsibilities to the Company and
how to deal with such issues. Every employee, officer and director should recognize that their
business actions affect the reputation and integrity of the Company, as well as their own.
Therefore, it is essential that each employee, officer and director take the appropriate time to                                                                   read this Code and to develop a working knowledge of its provisions.

The Company has adopted a Supplemental Code of Ethics for the Chief Executive
Officer, the Chief Financial Officer and other senior financial officers of the Company. The
Chief Executive Officer, the Chief Financial Officer and other senior financial officers are
subject to the provisions of both this Code and the Supplemental Code of Ethics.

No code could ever anticipate every ethical decision that an individual may face in
business. Whenever there is doubt about the right choice to make, then the individual should seek
guidance and ask questions about the right thing to do, and keep asking until it is obtained.

II. Reporting Violations

Each employee, officer and director is responsible for promptly reporting any
circumstances that such person believes in good faith may constitute a violation of this Code, as
well as other policies of the Company. Suspected violations should be reported (including by
making confidential and anonymous reports) either by:

A. Calling, writing or emailing the General Counsel, or if there is no General Counsel,
the Chairman of the Audit Committee of the Company (such person, the “Ethics
Officer”) at the Company’s executive offices listed in Section XIV of this Code;
or
B. Calling the Action Line at the phone number listed in Section XIV of this Code.
Those who violate the standards in this Code will be subject to disciplinary action, up to
and including termination of employment. If you are in a situation that you believe may violate
or lead to a violation of this Code, follow the guidelines described in Section XIV of this Code.

Those who violate the standards in this Code will be subject to disciplinary action, up to
and including termination of employment. If you are in a situation that you believe may violate
or lead to a violation of this Code, follow the guidelines described in Section XIV of this Code.

III. Compliance with Laws, Rules and Regulations

Obeying the law is the foundation on which this Company’s ethical standards are built.
Accordingly, the Company requires its employees, officers and directors to comply with all
applicable laws and regulations of the United States and the countries where the Company does
business. Violation of domestic or foreign laws and regulations may subject an individual, as well
as the Company, to civil and/or criminal penalties. To assure compliance with applicable laws
and regulations, the Company has established various policies and procedures, including those
referred to in this Code. Employees, officers and directors have an obligation to comply with
these policies and procedures and to promptly alert a supervisor or the Ethics Officer of any
deviation from them.

Legal compliance is not always intuitive. In order to comply with the law, employees,
officers and directors must strive to become familiar with the laws, rules and regulations that
apply to their scope of responsibility within the Company. At a minimum, individuals must learn
enough about applicable laws that affect such persons’ roles with the Company to spot potential
issues and to obtain proper guidance from supervisors, managers or other appropriate personnel
on the right way to proceed. When there is doubt as to the lawfulness of any proposed activity,                                                                  advice should be sought from the Ethics Officer.

Employees are strongly encouraged, and indeed have an obligation, to raise concerns
promptly when they are uncertain as to the proper legal course of action or they suspect that
some action may violate the law. The earlier a potential problem is detected and corrected the
better off the Company will be in protecting against harm to the Company’s business and
reputation.

IV. Conflicts of Interest

The Company expects all employees, officers and directors to exercise good judgment
and the high ethical standards in their private activities outside the Company that can, in any
way, affect the Company. At all times they shall exercise particular care that no detriment to
the Company’s interests (or appearance of such detriment) may result from a conflict between
the Company’s interests and any personal or business interests of such individual. The words
“appearance of” should be noted particularly since the appearance of an action might tend to
impair confidence even if the individual has not actually engaged in wrongdoing. Therefore,
employees, officers and directors are accountable for acting in the Company’s best interests and
carefully avoiding even the appearance of acting inappropriately.

A “conflict of interest” occurs when an individual’s private interests interfere in any way,
or even appears to interfere, with the interests of the Company as a whole. A conflict of interest
can arise when an employee, officer or director takes actions or has interests that may make it
difficult to perform his or her Company work objectively and effectively. Conflicts of interest
also arise when an employee, officer or director, or a member of his or her family, receives
improper personal benefits as a result of his or her position in the Company. For example, loans
to, or guarantees of obligations of, employees, officers, directors or their family members can
create conflicts of interest.

Conflicts of interest may not always be clear-cut, so if you have a question, you should
consult with higher levels of management or the Ethics Officer. Any employee, officer or director
who becomes aware of a conflict of interest or potential conflict of interest should bring it to
the attention of a supervisor, manager or other appropriate personnel or consult the procedures
described in Section XIV of this Code.

V. Insider Trading

Employees, officers and directors who have access to confidential information are not
permitted to use or share that information for stock trading proposes or for any other purpose
except the conduct of our business. All non-public information about the Company should be
considered confidential information. To use non-public information for personal financial
benefit or to “tip” others who might make an investment decision on the basis of this
information is not only unethical but also illegal. In order to assist with compliance with laws
against insider trading, the Company has adopted the Vanguard Natural Resources Insider
Trading and Tipping Policy governing employees’ trading in securities of the Company. If you
have any questions, please consult the Ethics Officer.

VI. Competition and Fair Dealing

We seek to outperform our competition fairly and honestly. Stealing proprietary
information, possessing trade secret information that was obtained without the owner’s consent,
or inducing such disclosures by past or present employees of other companies is prohibited.
Each employee, officer and director should deal fairly with the Company’s customers, suppliers,
competitors and employees. No employee, officer or director should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information, misrepresentation
of material facts, or any other unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create
goodwill and sound working relationships, not to gain unfair advantage with customers. No
gift or entertainment should ever be offered, given, provided or accepted by any Company
employee, officer, director, family member or agent unless it: (1) is not a cash gift, (2) is
consistent with customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff and (5) does not violate any laws or regulations. Please discuss
with your supervisor or the Ethics Officer any gifts or proposed gifts which you are not certain
are appropriate.

VII. Discrimination and Harassment

The diversity of the Company’s employees is a tremendous asset. We are firmly
committed to providing equal opportunity in all aspects of employment and will not tolerate
any illegal discrimination or harassment of any kind. We comply with laws concerning
discrimination and equal opportunity that specifically prohibit discrimination on the basis of
certain differences. In particular, we must not use race, color, religion, gender, national origin
or any other characteristic protected by law as a factor in hiring, firing or promotion decisions
or when determining terms or conditions of employment, or in retaliating against an employee
because he or she has made a complaint of discrimination in good faith, or is or has been a
participant in a related investigation. The Company’s employees are expected to treat others
with respect in the workplace and not engage in any harassment, including making derogatory
comments based on racial or ethnic characteristics or unwelcome sexual advances.

VIII. Health and Safety

The Company strives to provide each employee with a safe and healthy work
environment. Each employee has responsibility for maintaining a safe and healthy workplace
for all employees by following safety and health rules and practices and reporting accidents,
injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work
in condition to perform their duties, free from the influence of illegal drugs or alcohol. The
illegal use of drugs in the workplace will not be tolerated.

IX. Record-Keeping

Honest and accurate recording and reporting of information is critical to our ability to
make responsible business decisions. The Company’s accounting records are relied upon to
produce reports for the Company’s management, rating agencies, investors, creditors,
governmental agencies and others. Our financial statements and the books and records on which
they are based must accurately reflect all corporate transactions and conform to all legal and
accounting requirements and our system of internal controls. Unrecorded or “off the books” funds
or assets should not be maintained unless permitted by applicable law or regulation. We do not
permit intentional misclassification of transactions as to accounts, departments or accounting
periods and, in particular:

A. All Company accounting records, as well as reports produced from those records,
must be kept and presented in accordance with the laws of each applicable
jurisdiction;

B. All records must fairly and accurately reflect the transactions or occurrences to
which they relate;

C. All Company records must fairly and accurately reflect in reasonable detail, as
applicable, the Company’s assets, liabilities, revenues and expenses;

D. The Company’s accounting records must not contain any intentionally false or

misleading entries;
E. Transactions must not be misclassified as to accounts, departments or
accounting periods;

F. All transactions must be supported by accurate documentation in reasonable detail
and recorded in the proper account and in the proper accounting period;

G. All Company accounting records must comply with generally accepted
accounting principles; and

H. The Company’s system of internal accounting controls, including compensation
controls, must be followed at all times.

In addition, many employees regularly use business expense accounts, which must be
documented and recorded accurately. If you are not sure whether a certain expense is legitimate,
ask your supervisor or your controller.

Business records and communications often become public and we should avoid
exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people
and companies that can be misunderstood. This applies equally to e-mail and internal memos
as well as formal reports. Records should always be retained or destroyed according to any
applicable Company record retention policies then in force. In accordance with those policies,
in the event of actual or anticipated litigation or governmental investigation, please consult the
Ethics Officer.

X. Confidentiality

No employee, officer or director of the Company who is entrusted with information
of a confidential or proprietary nature shall disclose that information outside the Company,
except when disclosure is authorized or legally mandated. Confidential information includes
all non-public information that might be of use to competitors or harmful to the Company
or its customers, if disclosed. It also includes information that suppliers and customers have
entrusted to us. Confidential information may also include information about the Company’s
financial condition, prospects or plans, its marketing and sales programs and research and
development information, as well as information relating to mergers and acquisitions, joint
ventures, stock splits and divestitures and other potential transactions. The obligation to
preserve confidential information continues even after employment or board service ends.

Nothing in this Code or any agreement between any employee, officer or director of the
Company and the Company:

A. will preclude, prohibit or restrict such individuals from (i) communicating with,
any federal, state or local administrative or regulatory agency or authority,
including but not limited to the SEC; (ii) participating or cooperating in any
investigation conducted by any governmental agency or authority; or (iii) filing a
charge of discrimination with the United States Equal Employment Opportunity
Commission or any other federal state or local administrative agency or regulatory
authority.

B. prohibits, or is intended in any manner to prohibit, such individuals from (i)
reporting a possible violation of federal or other applicable law or regulation to any
governmental agency or entity, including but not limited to the Department of
Justice, the SEC, the U.S. Congress, and any governmental agency Inspector
General, or (ii) making other disclosures that are protected under whistleblower
provisions of federal law or regulation. Nothing in this Code or any agreement
between any employee, officer or director of the Company and the Company is
intended to limit a such individual’s right to receive an award (including, without
limitation, a monetary reward) for information provided to the SEC. A employee,
officer or director of the Company does not need the prior authorization of anyone
at the Company to make any such reports or disclosures, and any such individual
is not required to notify the Company that he or she has made such reports or
disclosures.

C. is intended to interfere with or restrain the immunity provided under 18 U.S.C.
§1833(b). A employee, officer or director of the Company cannot be held
criminally or civilly liable under any federal or state trade secret law for the
disclosure of a trade secret that is made (i) (A) in confidence to federal, state or
local government officials, directly or indirectly, or to an attorney, and (B) for the
purpose of reporting or investigating a suspected violation of law; (ii) in a
complaint or other document filed in a lawsuit or other proceeding, if filed under
seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a
suspected violation of law, if filed under seal and does not disclose the trade secret,
except pursuant to a court order.

The foregoing provisions regarding protected disclosures are intended to comply with all
applicable laws. If any laws are adopted, amended or repealed after the date hereof, this Code
shall be deemed to be amended to reflect the same.

XI. Protection and Proper Use of Company Assets

All employees should protect the Company’s assets and seek to ensure their efficient
use. Theft, carelessness and waste have a direct impact on the Company’s profitability.
Company assets should be used for legitimate business purposes only. Any suspected incident
of fraud or theft should be immediately reported for investigation. Company equipment should
not be used for non-Company business, though incidental personal use may, in some
circumstances, be permitted.

The obligation of employees to protect the Company’s assets includes its proprietary
information. Proprietary information includes intellectual property such as trade secrets,
patents, trademarks and copyrights, as well as business, marketing and service plans,
engineering and manufacturing ideas, designs, databases, records, salary information and any
unpublished financial data and reports. Unauthorized use or distribution of this information
would violate Company policy and could also be illegal and result in civil or even criminal
penalties.

XII. Improper Inducements for Commercial Advantage

Anti-corruption laws in virtually all jurisdictions prohibit directly or indirectly giving
or receiving anything of value to induce the recipient to take improper action that would
bestow a commercial benefit to another party. The Company strictly prohibits employees from
engaging in such behavior or doing business with any party that engages in such behavior.

While the Company prohibits both commercial and public bribery, dealings with public
officials, including officials of state-owned or -controlled enterprises, must be handled with
extra caution. All employees must contact the Ethics Officer before providing any gift or
hospitality to a public official that may raise concerns of impropriety.

XIII. Waivers of the Code of Business Conduct and Ethics

Any waiver of this Code for executive officers or directors, including an implicit waiver,
may be made only by the Board of Directors or a duly authorized committee of the Board of
Directors and will be promptly disclosed to shareholders as required by applicable law or stock
exchange regulation. For this purpose, a “waiver” means the approval by the Company’s Board
of Directors of a material departure from a provision of this Code and an “implicit waiver”
means the failure of the Company’s Board of Directors to take action within a reasonable period
of time regarding a material departure from a provision of this Code after any executive officer
of the Company has become aware of such material departure. If the Board of Directors, or a
duly authorized committee of the Board of Directors, decides to grant a waiver from this Code,
then the Disclosure Committee shall be advised of the waiver for the purposes of ensuring
prompt disclosure to shareholders on this matter (including the reasons for the waiver as required
by applicable SEC rules and listing standards) and the Disclosure Committee’s consideration of
any supplement to modification of the Company’s disclosure controls or procedures to be made
in connection with or as a result of the waiver and any related disclosure that are appropriate
regarding the Company’s disclosure controls and procedures.

XIV. Reporting any Illegal or Unethical Behavior

Employees are encouraged to talk to supervisors, managers or other appropriate
personnel about observed illegal or unethical behavior or when in doubt about the best course
of action in a particular situation. The Company does not tolerate acts of retaliation against any
individual who makes a good faith report regarding a violation (or potential violation) of laws,
rules, regulations or this Code. Any employee or director who in good faith brings information
regarding a violation (or potential violation) of laws, rules, regulations or this Code to the
attention of any of his or her supervisors, the Ethics Officer or the Company’s Audit Committee
(or any other director or officer) shall not be disadvantaged or discriminated against in any term
or condition of his or her employment (including the opportunity for promotion) or otherwise
retaliated against by reason of the employee taking such action. Moreover, it is the Company’s
policy to protect against any such disadvantage, discrimination or retaliation against any
supervisor, officer or director who in good faith takes appropriate action in response to any
concerns or complaints received by them, including undertaking any investigation or reporting
the matter to another authority within the Company. Employees, officers and directors are
expected to cooperate in internal investigations of misconduct.

XV. Compliance Procedures

We must all work to ensure prompt and consistent action against violations of this
Code. However, in some situations it is difficult to know if a violation has occurred. Since
we cannot anticipate every situation that will arise, it is important that we have a way to
approach each new question or problem. These are the steps to keep in mind:

A. Make sure you have all the facts available to you. In order to reach the right
solutions, we must be as fully informed as possible.

B. Ask yourself: What specifically am I being asked to do? Does it seem unethical
or improper? This will enable you to focus on the specific question you are faced
with, and the alternatives you have. Use your judgment and common sense; if
something seems unethical or improper, it probably is.

C. Clarify your responsibility and role. In most situations, there is shared
responsibility. Are your colleagues informed? It may help to get others involved
and discuss the problem.

D. Discuss the problem with your supervisor. This is the basic guidance for all
situations. In many cases, your supervisor will be more knowledgeable about the
question, and will appreciate being brought into the decision-making process.
Remember that it is your supervisor’s responsibility to help solve problems.

E. Seek help from Company resources. In cases where it may not be appropriate
to discuss an issue with your supervisor, or where you do not feel comfortable
approaching your supervisor with your question, you should contact the Ethics
Officer via an internet based reporting tool, on an anonymous and confidential
basis, or via a toll-free hotline [_]1 (the “Action Line”), available on an
anonymous and confidential basis. All matters reported to the Action Line will
be referred to the Ethics Officer.

F. You may report ethical violations in confidence and without fear of retaliation. If
you wish that your identity be kept secret, the Company will make every effort to
protect your anonymity. The Company does not permit retaliation of any kind
against employees, officers or directors for good faith reports of ethical violations.
You may anonymously report questionable behavior to the Company’s Action
Line by calling the phone number above.

G. Always ask first, act later: If you are unsure of what to do in any situation, seek
guidance before you act.

1 NTD: To be provided by the Company

XVI. Sanctions for Violations

Any alleged violation of this Code by an employee, officer or director (other than
violations under the Supplemental Code of Ethics for the Chief Executive Officer, the Chief
Financial Officer and other senior financial officers of the Company, which will be governed by
the provisions therein) will be reviewed by the Ethics Officer, who will determine the appropriate
action to take. Such actions will be reasonably designed to deter future violations of this Code
or other wrongdoing, and promote accountability for adherence to the policies of this Code
and other applicable policies. In the event of a violation of this Code by a director, the Board
of Directors or its designee shall determine the appropriate actions to be taken.

In determining the appropriate sanction in a particular case, the Ethics Officer, or in the
case of a violation by a director, the Board of Directors or its designee, may consider the
following matters:

A. the nature and severity of the violation;

B. whether the violation was a single occurrence or repeated occurrences;

C. whether the violation appears to have been intentional or inadvertent;

D. whether the individual(s) involved had been advised prior to the violation as to
the proper course of action; and

E. whether or not the individual in question had committed other violations in the past.

Violations of this Code may result in, among other actions, suspension of work duties,
diminution of responsibilities or demotion, and termination of employment.

XVII. Review; Amendments

At least once every three years the Board of Directors shall review the operation and
adequacy of this Code. Any amendment to this Code must be submitted to the Audit Committee
for unanimous approval.