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Our business, property and affairs are managed under the direction
of our Board of Directors. Members of our Board are kept informed
of our business through discussions with our Chairman and Chief
Executive Officer and other officers, by reviewing materials provided
to them, by visiting our offices and plants and by participating
in meetings of the Board and its committees.
The Audit Committee assists the board of directors in its oversight
of the integrity of the financial statements of the Company, as
well as compliance with legal and regulatory requirements, and
the performance of the Company's internal audit function. The Audit
Committee:
- reviews the scope of the audit, the auditors’ fees and
related matters with the outside auditors;
- considers whether the provision of information technology and
other non-audit services by the outside auditors is compatible
with maintaining their independence;
- reviews and approves the non-audit fees of the outside auditors;
- receives copies of the annual comments from the outside auditors
on accounting procedures and systems of control;
- reviews any questions, comments or suggestions relating to
our internal controls, accounting practices or procedures
or those of our subsidiaries with the outside auditors;
- reviews with management and the outside auditors our annual
and quarterly financial statements and any material changes in
accounting principles or practices used in preparing the statements.
This review is performed prior to the filing of a report on Form
10-K or 10-Q with the SEC. This review includes the items required
by SAS 61 as in effect at that time in the case of the annual
statements and SAS 71 as in effect at that time in the case of
the quarterly statements;
- receives from the outside auditors the report required by Independence
Standards Board Standard No. 1 as in effect at that time and discusses
it with the outside auditors;
- reviews the adequacy of the systems of internal controls and
accounting practices of the Company and its subsidiaries regarding
accounting trends and developments;
- reviews compliance with laws, regulations, internal procedures,
contingent liabilities and risks that may be material to us;
- reviews and reassesses annually the adequacy of its charter;
and
- prepares an annual report concerning compliance with its charter
for inclusion in the Company’s annual Proxy Statement.
The Board of Directors has determined that all of the members of
the Committee are “independent,” as defined by the rules
of the New York Stock Exchange and the NASDAQ Stock Market.
Under the terms of its Charter, the Compensation Committee is responsible
for establishing annual and long-term performance goals for our
elected officers. This responsibility includes establishing the
compensation and evaluating the performance of the Chairman and
CEO and other elected officers. In addition, the Committee:
- grants options and awards under the 2001 Stock Incentive Plan,
the 2001 Key Executive Stock Incentive Plan and the 2000 Stock
Incentive Plan for Warren’s Petroleum Development Corporation
subsidiary;
- advises on the setting of compensation for senior executives
whose compensation is not otherwise set by the Committee;
- monitors compliance by officers with our program of required
stock ownership; and
- publishes an annual Compensation Committee Report for the shareholders.
Under the terms of its Charter, the Corporate Governance Committee’s
purposes include without limitation to:
- assist the Board in identifying qualified individuals to become
directors;
- recommend to the Board qualified director nominees for election
at the stockholders' annual meeting;
- determine membership on the Board committees;
- recommend Corporate Governance guidelines;
- conduct annual self-evaluations of the Board and the Corporate
Governance Committee; and
- report annually to the Board on the Chief Executive Officer
succession plan.
The Board has adopted a Code of Business Conduct and Ethics for all directors,
officers and employees. It is the responsibility of every Company
director, officer and employee to maintain a commitment to high
standards of conduct and ethics. It is the intent of the Code of
Business Conduct and Ethics to inspire continuing dedication to the fundamental
principles of honesty, loyalty, fairness and forthrightness. 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 shall 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 at www.warrenresourcesinc.com.
The Board has also adopted a separate Code of Ethics for our Chief
Executive Officer and Chief Financial Officer ("Senior Financial
Officers' Code"). Each of the covered officers has to certify
on an annual basis that the officer shall:
- Act with honesty and integrity, avoiding actual or apparent
conflicts of interest in personal and professional relationships.
- Provide constituents with information that is accurate, complete,
objective, relevant, timely and understandable.
- Comply with all applicable laws, rules and regulations of federal,
state and local governments, and other appropriate private and
public regulatory agencies.
- Act in good faith, responsibly, with due care, competence and
diligence, without misrepresenting material facts or allowing
the officer's independent judgment to be subordinated.
- Respect the confidentiality of information acquired in the
course of business except when authorized or otherwise legally
obligated to disclose the information, acknowledging that confidential
information acquired in the course of business is not to be used
for personal advantage.
- Proactively promote ethical behavior among employees at Warren
and as a responsible partner with industry peers and associates.
- Maintain control over and responsibly manage all assets and
resources employed or entrusted to the officer by Warren.
- Report illegal or unethical conduct by any director, officer
or employee that has occurred, is occurring or may occur, including
any potential violations of the Senior Officers' Code or the
Code of Business Conduct.
There shall be no waiver of any part of the Senior Financial Officers'
Code except by a vote of the Board of Directors or a designated
Board committee that shall ascertain whether a waiver is appropriate
under all the circumstances. In case a waiver of the Senior Financial
Officers' Code is granted, the notice of such waiver shall be posted
on our website at www.warrenresourcesinc.com.
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