Effective Date: July 1, 2021
castormaritime.com is an informational website created and operated by Castor Maritime Inc. Castor Maritime Inc is a legally represented company, located in 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (hereinafter the COMPANY), with the following contact details: e-mail email@example.com, telephone (+357) 25357767.
The COMPANY reserves the right to modify or revise the content of the website including the terms and conditions of use and trade, whenever deemed necessary, and undertakes to inform visitors of any changes through the pages of this website. Any modifications, additions and deletions shall enter into force when posted on the website. The continued used of this website shall mean the explicit and unconditional acceptance of such modifications, additions and deletions.
All content of website, including all trade names, trademarks, logos, images, graphics, photographs, drawings, texts, software, settings etc. are the intellectual property of the COMPANY and are protected by the relevant provision of Cypriot Law, European Law and international conventions and treaties. The same protection extends to any third party intellectual property for which the COMPANY has received license to use for its own needs and exclusively for the operation of the website. Any copying, transfer or creation of derivative works based on this content or misleading the public about the real provider of the website is prohibited. Any reproduction, storage, republication, uploading, posting, modification, resale, propagation or transmission or any other use of this content in any manner or means for commercial and/or other purposes is permitted only with the prior written consent of the COMPANY or any other copyright owner.
Subject to the terms and conditions set forth herein and any applicable laws and regulations, the Company grants the user a non-transferable, personal, limited right to access and use the website and its contents. Therefore, users must refrain from any action intended to modify, reproduce, publication or use of the website and the information contained therein for any public and/or commercial purposes.
The COMPANY is responsible as to the accuracy, truth and completeness of the information listed in the website, regarding the identity and activities of the COMPANY. The company, in good faith, is not responsible and is not bound by electronic data entry made in error / mistake in the common experience and shall be entitled to correct these whenever it becomes aware of this.
The Company shall take every possible and necessary measure to ensure the safe operation of this website. However, it does not guarantee under any circumstances that the content of the website will be provided free of viruses or other harmful components and shall not bear any such responsibility.
The Company reserves the right to suspend or interrupt access to the website for reasons or problems relating the host servers.
It shall not bear any liability for any civil or criminal claims or for any third party claims arising from the operation, use, replication or alteration of this website by unauthorised third parties in violation of the laws on the protection for intellectual, industrial property rights.
The user agrees and undertakes to use this website as provided by the law and the moral ethics. The website and the services provided by the Company must be used exclusively for lawful purposes and in a manner restricting their use by third persons. Therefore, the user is obliged to refrain from acts or omissions that may cause damage or disrupt its services or restrict the use of the website by third persons.
By way of indication, the user hereby pledges to:
Not violate any article of legislation, provisions, regulations and the statutes;
Refrain from any publication and transmission of information which is libellous, defamatory or offensive both for the COMPANY and third persons; Refrain from publishing any content which is illegal, hostile, obscene, vulgar, may infringes the personality and privacy of any third person or is discriminatory in terms of race, sex, religion, nationality, physical disability, sexual orientation or age;
Refrain from any act which constitutes and infringement of trademarks, patents, trade secrets and intellectual and proprietary rights of the Company and third parties.
Any user who makes unlawful and contrary to moral ethics use of the services of the website, is liable for damages (direct and consequential). The Company reserves the right to claim compensation for any damage cause by the wrongful conduct of the user.
In case of a breach of the above terms by any user of the website, the Company reserves the right to exclude and disqualify any member from using our services, subject to all procedural reservations.
These terms and conditions are governed and complemented by Cypriot Law, EU Law and the relevant international treaties. Any dispute arising from the application of these terms and conditions shall be settled by the competent courts of Limassol.
Effective Date: July 1, 2021
We collect the following data about users: (1) information that you voluntarily submit to us (“User-Supplied Information”); (2) technical data automatically collected from all visitors to castormaritime.com Website (described below under “Passive Data Collection”); and (3) information we collect from third party sources.
User-Supplied Information: We may collect user-supplied information when you choose to provide us with your Personal information via the castormaritime.com Website, including when you send us an email asking a question. We keep contact form submissions for a maximum period of six months. The information submitted through them is used for customer service purposes only, and is not shared with third parties, for marketing purposes or other.
We use personal information to establish and enhance our relationship with you. We may use personal information to operate, provide, improve, and maintain the castormaritime.com Website; to prevent abusive and fraudulent use of the castormaritime.com Website; to personalize and display content on the castormaritime.com Website; where permitted by applicable law, to send you information, including via email, about our products and Services in which we believe you may be interested; to respond to your inquiries and for other customer service purposes; and for other administrative and internal business purposes.
We may use your e-mail address, including any email address provided through the castormaritime.com Website as set forth in the “Communications and Unsolicited Marketing Communications” section.
On the castormaritime.com Website, we may use passively collected data to: (a) remember your information so that you will not have to re-enter it during your visit or the next time you visit the castormaritime.com Website; and (b) monitor aggregate website usage metrics such as total number of visitors and pages viewed.
We do not sell or rent email addresses and other personal information that we collect directly through the castormaritime.com Website. Please be aware, however, that any information that you voluntarily choose to display on any publicly available portion of the castormaritime.com Website, or on any Service, becomes publicly available and may be collected and used by us or others without restriction. We share your information, including personal information, as follows:
castormaritime.com Service Providers
We may disclose personal information if we have a good-faith belief that doing so is required by a subpoena or other judicial or administrative order or otherwise required by law. Additionally, we may disclose personal information where we, in good faith, deem it appropriate or necessary to take precautions against liability; protect the rights, property, or safety of castormaritime.com, any individual, or the general public; maintain and protect the security and integrity of our Services or infrastructure; protect ourselves and our Services from fraudulent, abusive, or unlawful uses; investigate and defend ourselves against third-party claims or allegations; or assist government enforcement agencies.
Aggregate Information and Non-Identifying Information
We may share aggregated information with Clients, prospective Clients, partners or the press in order to demonstrate usage of the Service, identify industry and advertising trends, and to generate publicity for castormaritime.com.
On the castormaritime.com Website
You may, as a visitor to our website, choose not to provide us with personal information. You may also, at any time, access your personal information to update, correct, or delete certain personal information about you by contacting us at firstname.lastname@example.org or at the address set forth below in the “Contact Us” section. You also have the right to obtain from castormaritime.com the erasure of personal data about you in accordance with applicable data privacy laws.
In addition you may decide not to opt–in, either when you first provide castormaritime.com with any personal information, to receive marketing information from castormaritime.com about products and Services (including our products and Services and those of third parties). See also Section “Communications and Unsolicited Marketing Communications”, for additional information regarding changing your preferences or opting out of receiving marketing information.
Please be aware that even if you update or remove personal information that you have provided to us, your personal information may be retained in our backup files and archives for a reasonable period of time for legal purposes.
If you opted in to receive communications from us, including through email@example.com, we may send you administrative messages and updates regarding your account, updates regarding the castormaritime.com Website, and, where permitted by applicable law, information regarding our offer, products and Services, including, without, limitation, through social media updates, by email and postal mail. If you no longer want to receive commercial email messages, you may indicate your preferences regarding commercial email messages by taking the steps described in such messages. Also, you may indicate your preferences regarding commercial email messages and postal mail messages by contacting us using the information in the “Contact Us” section below.
We collect certain information provided to us through the Castor Maritime Inc Social Media pages. Castor Maritime Inc has no direct relationship with the social network End Users, and also do not decide how the Social Network use End User Data. Castor Maritime Inc does not use these End User Data, except as allowed by each Social Network platform. The End User’s interaction with these platforms are governed by the privacy statement of the company providing it. If you are a user of one of the social networks in which Castor Maritime Inc has an official page, and you want to edit or delete any information captured about you on that social network’s website, you should contact the social network directly.
The castormaritime.com Website is hosted in the European Union, and we may use service providers in the European Union and elsewhere to process personal information on our behalf. If you use the castormaritime.com Website outside the European Union, please note that your personal data may be transferred to other jurisdictions where our affiliates and service providers are located. Some of these jurisdictions, including the United States, do not have equivalent data protection laws as the European Union and other jurisdictions. By using our Website, you are agreeing that your personal data may be transferred to the United States and other jurisdictions, as explained in this Section.
Transfers to Third Parties.
As described in the “Disclosure of Collected Information” section above, we may transfer personal information from the E.U. to third parties. We contractually require third parties to whom we transfer personal information to provide the same level of protections as the Principles. Castor Maritime Inc remains responsible for the personal information we receive and transfer under Privacy Shield as it relates to our Services.
In accordance with our legal obligations, we may also transfer, subject to a lawful request, personal information to public authorities for law enforcement or national security purposes.
Contacting Us, Complaints and Dispute Resolution.
European Union individuals who have questions or complaints about how we process their personal information may contact us at firstname.lastname@example.org. We will work to resolve your issue and respond no later than 45 days of receipt.
The security of your information is important to us, including, but not limited to, the personal information collected via the castormaritime.com Website. We use reasonable security measures to protect against the loss, misuse, and alteration of Personal information under our control, both during the transmission and once we receive it. This includes, but is not limited to, the use of firewalls and encryption. Although we make good faith efforts to maintain the security of such personal information, no method of transmission over the Internet or method of electronic storage, is 100% secure and we cannot guarantee that it will remain free from unauthorized access, use, disclosure, or alteration. Further, while we work hard to ensure the integrity and security of our network and systems, we cannot guarantee that our security measures will prevent “hackers” or other unauthorized persons from illegally accessing or obtaining this information.
If we learn of a security breach involving your personal information, we may attempt to notify you electronically so that you can take appropriate protective steps. By using the castormaritime.com Website or providing personal information to us, you agree that we can communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the castormaritime.com Website. If a security systems breach occurs, we may post a notice on our homepage or elsewhere on the castormaritime.com Website and may send an email to you at the email address you have provided to us. Depending on where you live, you may have a legal right to receive notice of a security breach, involving your personal information, in writing. This notice paragraph applies to users of the castormaritime.com Website. Should there be a breach that affects End Users of Clients, the Client will be responsible for disseminating notice of such a breach to those End Users.
In addition, we use Google Analytics to analyze our users’ use of the castormaritime.com Website. Google Analytics provides us with aggregated data in order to help us make informed business decisions. Ultimately, Google, as a third party, controls information collected through Google Analytics and you should check and be comfortable with its privacy practices prior to using the castormaritime.com Website. You may review information about Google’s privacy practices with respect to Google Analytics at https://support.google.com/analytics/answer/6004245.
Articles on this site may include embedded content (e.g. videos, images, articles, etc.), delivered in iframes or other equivalent method. Embedded content from other websites behaves in the exact same way as if the visitor has visited the other website.
You may opt-out of many third-party ad networks, including those operated by members of the Network Advertising Initiative (“NAI”) and the Digital Advertising Alliance (“DAA”). For more information regarding this practice by NAI members and DAA members, and your choices regarding having this information used by these companies, including how to opt-out of third-party ad networks operated by NAI and DAA members, please visit their respective websites: optout.networkadvertising.org (NAI) and www.aboutads.info/choices (DAA).
Opting out of one or more NAI member or DAA member networks (many of which will be the same) only means that those members no longer will deliver targeted content or ads to you. It does not mean you will no longer receive any targeted content or ads on our Site or other websites. You may continue to receive advertisements, for example, based on the particular website that you are viewing. Also, if your browsers are configured to reject cookies when you visit this opt-out page, or you subsequently erase your cookies, use a different computer or change web browsers, your NAI or DAA opt-out may no longer be effective. Additional information is available on NAI’s and DAA’s websites accessible by the above links.
Like most web based services, castormaritime.com may automatically receive and record information when you use the castormaritime.com Website. We may use a variety of methods, including clear GIFs (also known as “web beacons”) and “cookies”, to collect this information.
This section provides more information about some of those technologies and how they work.
Cookies store information about your activities on a website or other platform. For example, cookies can store your session information for easy sign-in to a website or other platform you have previously visited. They enable us to make your use of the castormaritime.com Website more enjoyable and to improve the functionality of the Service.
Clear GIFs (also known as web beacons) are used in combination with cookies to help website operators understand how visitors interact with their websites. A clear GIF is typically a transparent graphic image (usually 1 pixel x 1 pixel) that is placed on a website. The use of a clear GIF allows the website to measure the actions of the visitor opening the page that contains the clear GIF. It makes it easier to follow and record the activities of a recognized browser, such as the path of pages visited at a website.
Clear GIFs, which can be embedded in web pages, videos, or emails, can allow a web server to read certain types of information from your browser, check whether you have viewed a particular web page or email message, and determine, among other things, the time and date on which you viewed the Clear GIF, the IP address of your computer, and the URL of the web page from which the Clear GIF was viewed.
On the castormaritime.com Website, we may use passively-collected data to: (a) remember your information so that you will not have to re-enter it during your visit or the next time you visit the castormaritime.com Website; (b) monitor your participation in various sections of the castormaritime.com Website; (c) customize our service to you, including by providing you with recommendations; (c) monitor aggregate website usage metrics such as total number of visitors and pages viewed; and (d) administer, operate, and improve the castormaritime.com Website and our other services and systems, and to provide services and content that are tailored to you.
Necessary cookies: These cookies are used for the sole purpose of either (i) carrying out a transmission of a communication over an electronic communications network, or (ii) to allow the provider of an information society service to provide such service as explicitly requested by you.
Performance cookies: These cookies collect information about how visitors use a website, for instance which pages visitors go to most often, and if they get error messages from web pages. These cookies do not collect information that identifies a visitor. All information these cookies collect is aggregated and therefore anonymous. it is only used to improve how a website works.
Functionality cookies: These cookies allow the website to remember choices you make (such as your user name, language or region you are in) and provide enhanced, more personal features.
Social media cookies: These cookies are used based on social connect functionalities or when you make use of a social media add on button (e.g. clicking on the ‘Like’ icon on a webpage)
Advertising cookies: These cookies collect information about web browsing activity in order to inform advertising networks about website traffic in order to provide targeted advertisements based on previous browsing activity.
Whether a cookie is considered as a ‘first’ or ‘third party’ cookie refers to the domain placing the cookie. First-party cookies are those cookies set by a website that is being visited by the user at the time (e.g. cookies placed by castormaritime.com). Third-party cookies are cookies that are set by a domain other than that of the website being visited by the user. If a user visits a website and another entity sets a cookie through that website this would be a third-party cookie.
Session cookies allow website operators to link your actions during a browser session. A browser session starts when you open the browser window and finishes when you close the browser window. Session cookies are created temporarily. Once you close the browser, all session cookies are deleted. Persistent cookies on the other hand are cookies which remain on your device for the period of time specified in the cookie. We use both session and persistent cookies.
You can find more information about the individual cookies we use, and the specific purposes for which we use them, below:
You can configure your Internet browser, by changing its options, to stop accepting cookies completely or to prompt you before accepting a cookie from the website you visit. If you do not accept cookies, however, you may not be able to use all portions of the castormaritime.com Website.
Castor Maritime Inc.,
a diversified global shipping company, was founded in September 2017.
Castor Maritime Inc. is an international provider of shipping transportation services through its ownership of oceangoing cargo vessels.
Our primary goal is to grow our fleet through acquisitions of modern vessels.
BOARD OF DIRECTORS
Founder, Chairman, CEO & CFO
Petros Panagiotidis is the founder of Castor Maritime Inc. He is also the Chairman of the board of Directors and serves as the Chief Executive Officer and the Chief Financial Officer of the company since its establishment in September 2017.
He accumulated more than 5 years of experience in the Shipping industry as well as Investment Banking by holding various positions in Finance, Operations and Management before starting his own company.
He graduated from Fordham University with a degree in International Studies and Mathematics and obtained a Master's Degree in Management and Systems with a concentration on Risk Management from New York University.
Through these various roles and educational background, Petros Panagiotidis managed to enhance his abilities to lead and grow a shipping company by implementing a clear business strategy, harnessing innovation through rapid development and exploitation of ideas as well as actively encouraging intra-organizational collaboration.
Secretary, Audit Committee Member
Dionysios E. Makris is a lawyer, member of the Athens Bar Association since September 2005.
He is based in Piraeus, Greece and is licensed to practice law before the Supreme Court of Greece. He practices mainly shipping, commercial, real estate and company law and has substantial involvement both in litigation as well as in transactional work.
He holds a bachelor of laws degree from the University of Athens and a Master of Arts Degree in International Relations from the University of Warwick, United Kingdom.
Audit Committee Chairman
Georgios Daskalakis is a non-executive member of the Board of Directors of Castor Maritime Inc. since its establishment in 2017.
He has invested all his professional life in the shipping industry where he has held positions starting from an insurance officer at Minerva Marine Inc., moving on to be a tanker operator at Trafigura and finally being a Commercial officer of M/Maritime Corp. in Athens, Greece.
His academic background began from his Bachelor’s degree at Babson College (Wellesley, MA, USA) with a concentration on Economics and Finance, followed by an MSc in Shipping, Trade and Finance at the Costas Grammenos Centre for Shipping, Trade and Finance.
George Daskalakis brings to the Board significant financial and operational expertise and a deep understanding of the shipping industry and its economic fundamentals.
This Audit Committee Charter was adopted in January 2023.
The purpose of this Audit Committee Charter (“Charter”) is to set forth the composition, duties and responsibilities of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Castor Maritime Inc. (the “Company”).
The Committee is appointed by the Board to assist the Board in its oversight of:
It may also have such other duties as may from time to time be assigned to it by the Board and are required by the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and the NASDAQ Stock Market (“NASDAQ”) or any other securities exchange on which the Company’s securities are traded. In carrying out its responsibilities, the Board believes that the policies and procedures set forth in this Charter should remain flexible and be interpreted to allow the Committee to best adapt and react to changing business and regulatory requirements.
The Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent registered public accounting firm as well as all employees of the Company. The Committee has the ability to retain, at the Company’s expense, special legal, accounting or other consultants or experts it deems necessary in the performance of its duties. The Company shall provide for appropriate funding, as determined by the Committee, for payment of the expenses of the Committee that are necessary or appropriate in carrying out its duties.
Although the Committee has the powers and responsibilities set forth in this Charter, the role of the Committee is oversight. The members of the Committee are not employees of the Company and may or may not be accountants or auditors by profession or experts in the fields of accounting or auditing and, in any event, do not serve in such capacity. Management is responsible for the Company’s financial reporting process including its system of internal control over financial reporting and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles in the United States (the “US GAAP”) and for the report on the effectiveness of the Company’s internal control over financial reporting. The independent registered public accounting firm is responsible for expressing an opinion based upon its audits of the consolidated financial statements, management’s assessment of the effectiveness of the Company’s internal controls over financial reporting and the effectiveness of the Company’s internal controls over financial reporting. The responsibility of the Committee is to oversee these processes. It is not the duty or the responsibility of the Committee to conduct auditing and accounting reviews or procedures. The Committee’s considerations and discussions with management and the independent registered public accounting firm do not assure that the Company’s consolidated financial statements are presented in accordance with the US GAAP, that the Company maintained effective internal controls over financial reporting, that the audit of the Company’s consolidated financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board or that the Company’s independent registered public accounting firm is in fact “independent”.
The Committee has authority to conduct or authorize investigations into any matters within its scope of responsibility. Subject to the Company’s organizational documents, the Committee is empowered to:
The Committee shall consist of at least two members of the Board. The Board shall select the members of the Committee and its chairman and the Board shall have the power at any time to change the membership of the Committee.
Each Committee member shall meet the independence and experience requirements of NASDAQ, or such other exchange as the Company’s securities may be listed, and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Each member of the Committee shall be financially literate, as such qualification is interpreted by the Board in its business judgment. At least one member shall qualify as a "financial expert," as defined by the Item 407(d)(5) of Regulation S-K promulgated by the SEC.
The Committee shall meet at least quarterly, with authority to convene additional meetings, as circumstances require. All Committee members shall be expected to attend each meeting, in person or via tele- or video-conference. The Committee shall invite members of management, auditors or others to attend meetings and provide pertinent information, as necessary. Meeting agendas shall be prepared and provided in advance to members, along with appropriate briefing materials. Minutes shall be prepared and maintained with the records of the Company.
The Committee shall meet with the independent registered public accounting firm, the personnel responsible for the Company’s internal audit function and management in separate meetings, as often as it deems necessary.
The Committee will carry out the following responsibilities:
The Committee shall:
The Committee shall:
The Committee shall review the independent registered public accounting firm’s annual letter to management regarding internal controls and suggestions for improvements in financial or operating matters. The Committee shall require management to prepare a response to such letter for review by the Committee.
The Committee shall:
Adopted by the Board of Directors on May 11, 2023
The Board of Directors (the “Board”) of Castor Maritime Inc (the “Company” or “Castor”) has adopted this Code of Business Conduct and Ethics (the “Code”).
Castor has a strong commitment to promoting honest conduct and ethical business conduct by all Employees and compliance with the laws that govern the conduct of our business worldwide. We believe that a commitment to honesty, ethical conduct and integrity is a valuable asset that builds trust with our customers, suppliers, employees, shareholders and the communities in which we operate. To implement our commitment, we have developed this Code to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships and avoidance of conflicts of interest. The Code establishes rules and standards regarding behavior and performance and constitutes a part of the terms and conditions of employment. Violation of the rules and standards embodied in the Code is not tolerated and will subject those responsible to disciplinary action.
This Code applies to the Company and all of its employees, directors and officers, including its Chief Executive Officer, Chief Financial Officer, its agents and persons performing similar functions, including for the avoidance of doubt any employees, officers or directors of the Company’s manager, Castor Ships S.A., wherever located (the “Employees”) as well as to all of its subsidiaries and other business entities controlled by it worldwide.
All Employees are required to read and understand the Code and certain Employees will be required to provide a certification to that effect. We encourage all Employees to ask questions regarding the application of the Code. Employees may direct such questions to their manager (in the absence of an actual or potential conflict of interest), or to an Audit Committee member.
Employees individually are ultimately responsible for their compliance with the Code. Every manager will also be responsible for administering the Code as it applies to Employees and operations within each manager's area of supervision.
The Company's policy is to distribute the Code to affiliated companies and urge that they have in force similar policies and procedures to secure compliance with the principles of business integrity and ethics set forth in this Code.
Employees who observe or become aware of a situation that they believe to be a violation of the Code have an obligation to notify their manager or the Audit Committee Chairman unless the Code directs otherwise. Violations involving a manager should be reported directly to the Audit Committee Chairman. When a manager receives a report of a violation, it will be the manager's responsibility to handle the matter in consultation with the Audit Committee's Chairman. If an Employee reporting a violation wishes to remain anonymous, all reasonable steps will be taken to keep their identity confidential. All communications will be taken seriously and, if warranted, any reports of violations will be investigated.
A variety of laws apply to the Company and its operations, and some carry criminal penalties. These laws include banking regulations, securities laws, and state laws relating to duties owed by corporate directors and officers, as well as data protection regulations. Examples of criminal violations of the law include: stealing; embezzling; misapplying corporate or bank funds; using threats, physical force or other unauthorized means to collect money; making a payment for an expressed purpose on the Company’s behalf to an individual who intends to use it for a different purpose; making payments, whether corporate or personal, of cash or other items of value that are intended to influence the judgment or actions of political candidates, government officials or businesses in connection with any of the Company’s activities; The Company must and will report all suspected criminal violations to the appropriate authorities for possible prosecution, and will investigate, address and report, as appropriate, non-criminal violations.
A conflict of interest can occur or appear to occur in a wide variety of situations. A conflict of interest occurs when an employee’s or an employee’s immediate family’s personal interest interferes with, has the potential to interfere with, or appears to interfere with the interests or business of the Company. For example, a conflict of interest could arise that makes it difficult for an employee to perform corporate duties objectively and effectively where he/she is involved in a competing interest. Another such conflict may occur where an employee or a family member receives a gift, a unique advantage, or an improper personal benefit because of the employee’s position at the Company. Because a conflict of interest can occur in a variety of situations, you must keep the foregoing general principle in mind in evaluating both your conduct and that of others.
It is of paramount importance that all Employees protect the confidentiality of Company information. Employees may have access to proprietary and confidential information concerning the Company’s business, clients and suppliers. Confidential information includes such items as non-public information concerning the Company’s business, financial results and prospects and potential corporate and commercial transactions. Employees are required to keep such information confidential during employment as well as thereafter, and not to use, disclose, or communicate that confidential information other than in the course of employment. The consequences to the Company and the Employee concerned can be severe where there is unauthorized disclosure of any non-public, privileged or proprietary information.
Employees must endeavour to deal honestly, ethically and fairly with the Company’s customers, suppliers, competitors and employees. 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. Unfair conduct is considered to be conduct where one tries to take unfair advantage of another through manipulation or misrepresentation of material facts, abuse of privileged information or any other unfair-dealing practice.
The Company’s assets are only to be used for legitimate business purposes and only by authorized Employees or their authorized designees. This applies to tangible assets (such as office equipment, telephone, copy machines, etc.) and intangible assets (such as trade secrets and confidential information). Employees have a responsibility to protect the Company’s assets from theft and loss and to ensure their efficient use. Employees may not make improper payments in violation of law or Company policy. Theft, carelessness and waste have a direct impact on the Company’s profitability. If an Employee becomes aware of theft, waste or misuse of the Company’s assets such Employee should report this to his or her manager or the Audit Committee [or the Company’s General Counsel].
Employees should not make use of the corporate facilities, supplies and equipment for personal purposes without the company’s approval.
All Employees are responsible for complying with the various laws, rules and regulations of the countries and regulatory authorities that apply to the Company’s business and location. Any Employee who is unsure whether a situation violates any applicable law, rule, regulation or Company policy should contact a manager or the Audit Committee.
The Company is subject to a number of laws concerning the purchase of its shares and other publicly traded securities. Company policy prohibits Employees and their family members from trading securities while in possession of material non-public information relating to the Company or any other company, including a customer or supplier. Please see the Company’s “Insider Trading Policy”.
The Company’s Chief Executive Officer and Chief Financial Officer must certify to the material accuracy and completeness of the Company’s periodic reports. In order to allow them to deliver such certification, each Employee shall take such action as is reasonably appropriate in light of his or her position or relationship with the Company to (i) establish and comply with disclosure controls and procedures and accounting and financial controls that are designed to ensure that material information relating to the Company is made known to the Company’s directors and officers; (ii) confirm that the Company’s periodic reports comply with applicable law, rules and regulations; and (iii) ensure that information contained in the Company’s periodic reports fairly presents in all material respects the financial condition and results of operations of the Company.
In addition, each Employee shall promptly bring to the attention of the Audit Committee Chair any information he or she may have concerning (i) significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data or (ii) any fraud, whether or not material, that involves an Employee. In addition, each Employee shall promptly bring to the attention of the Audit Committee Chair any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof.
Employees will not knowingly (i) make, or permit or direct another to make, materially false or misleading entries in the Company’s, or any of its subsidiaries, financial statements or records; (ii) fail to correct materially false and misleading financial statements or records; (iii) sign, or permit another to sign, a document containing materially false and misleading information; or (iv) falsely respond, or fail to respond, to specific inquiries of the Company’s independent auditor or outside legal counsel.
The business of the Company is managed under the direction of the Board and the various committees thereof. The basic responsibility of the directors is to exercise their business judgment in carrying out their responsibilities in a manner that they reasonably believe to be in the best interest of the Company and its stockholders. The Board is not expected to assume an active role in the day-to-day operational management of the Company.
In carrying out their duties and responsibilities and setting the general policies pursuant to which the Company operates, directors should endeavour to promote fair dealing by the Company and its employees and agents with customers, suppliers, competitors and their employees.
In carrying out their duties and responsibilities, directors should endeavour to comply, and to cause the Company to comply, with applicable governmental laws, rules and regulations.
Directors should endeavour to cause the Company to proactively promote ethical behaviour and to encourage the Employees to report evidence of illegal or unethical behaviour to appropriate Company personnel.
U.S. securities laws prohibit the Company from, directly or indirectly (including through subsidiaries), (a) extending or arranging for the extension of personal loans to its directors and executives officers and (b) renewing or materially modifying existing loans to such persons. Directors shall not seek or facilitate personal loans from the Company in contravention of the foregoing.
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 Chair and may need to be publicly disclosed by the Company.
Employees shall take all appropriate action to stop any known misconduct by fellow Employees that violate this Code.
Please see the Company’s “Whistleblower Policy” for a description of how to report potential violations. Note that reports may be made anonymously and the Company will not retaliate or allow retaliation for reports made in good faith.
SPIN-OFF OF OUR TANKER FLEET TO TORO CORP
ENTRY INTO CONTAINERSHIP SEGMENT WITH THE ACQUISITION OF 2 X 2700 TEU VESSELS
DRYBULK FLEET REACHES 19 VESSELS AND ENTRY INTO TANKER SEGMENT WITH ACQUISITION OF AFRAMAX/LR2 TANKERS
DRYBULK FLEET DOUBLES TO 6 VESSELS
LISTED ON NOTC UNDER THE TICKER “CASTOR” AND ON NASDAQ CM UNDER THE TICKER “CTRM”. FLEET GROWS TO 3 VESSELS.
INCEPTION OF CASTOR AND ENTRY IN DRY BULK SHIPPING THROUGH OWNERSHIP OF MAGIC P