CODE OF DIRECTOR BUSINESS CONDUCT AND ETHICS
As adopted by the Board of Directors
on September 20, 2011
The Board of Directors (the "Board") of CONSOL Energy Inc. (the
"Company") has adopted this Code of Ethics and Business Conduct
The purpose of this Code is to help Directors to fulfill their
duties of due care and loyalty to the Company and its stockholders.
It is intended to focus the attention of the Board and each
Director on ethical standards, to provide guidance to Directors to
help them recognize and deal with ethical issues, to provide
mechanisms to report unethical conduct, and to help foster a
culture of honesty and accountability. Each Director must comply
with the letter and spirit of this Code.
A Director should avoid activities that might be reasonably
understood or perceived by others to reflect poorly on the Company
or to give the appearance of self-dealing, unfairness, dishonesty,
or improper Director Benefit. For purposes of this Code, "Director
Benefit" means for the personal, professional, or business benefit,
gain, advantage, or profit of the Director or any member of his or
her immediate family. (New York Stock Exchange Rules define
"immediate family" to include an individual's spouse, parents,
children, siblings, mothers and fathers-in-law, sons and
daughters-in-law, brothers and sisters-in-law, and anyone (other
than employees) who shares such individual's home.)
No code or policy can anticipate every situation that may arise.
Accordingly, this Code is intended to serve as a source of guiding
principles for Directors. Directors are encouraged to bring
questions about particular circumstances that may implicate one or
more of the provisions of this Code to the attention of the Chair
of the Nominating and Corporate Governance Committee (the
"Governance Committee"), who may consult with advisors (including,
without limitation, inside or outside legal counsel) as such person
Directors who also serve as officers of the Company should
comply with the letter and spirit of this Code as well as the
Company's "Code of Employee Business Conduct and Ethics."
This Code does not attempt to describe all potential problem
areas that could develop for a Director; however, some of the more
common problem areas are described below.
A "conflict of interest" occurs when an actual or potential
Director Benefit interferes, could reasonably be expected to
interfere, or could reasonably create the appearance of
interference in any way with the interests of the Company.
Directors should be scrupulous in avoiding conflicts of interest
with the Company. Any situation that involves, or may reasonably be
expected to involve, a conflict of interest with the Company must
be disclosed promptly to the Chair of the Governance Committee. If
a conflict cannot be reasonably resolved to the satisfaction of the
Chair of the Governance Committee, then the involved Director(s)
should recuse himself or herself and not participate in the
discussion and voting on any matter presented at a Board or Board
committee meeting related to the conflict of interest. (A Director
may participate in discussions and decisions involving or affecting
Director Benefits for the Board, or any of its committees, as a
whole.) If a conflict of interest exists that cannot be resolved,
the involved Director(s) is expected to tender his or her
resignation to the Chairman of the Board for consideration by the
Governance Committee of the continued appropriateness of Board
service. The Board normally will not permit any waiver of any
ethics policy for any Director, or, if it deems appropriate to
grant such a waiver, it shall take action for the public disclosure
of such waiver in accordance with applicable law.
to Directors or Executive Officers.
Loans to, or guarantees of the obligations of, a Director, or a
member of his or her immediate family, may create conflicts of
interest. It is noted that Section 13(k) of the Securities Exchange
Act of 1934, as amended, generally makes it unlawful for the
Company to, directly or indirectly, extend or maintain credit,
arrange for the extension of credit, or renew an extension of
credit, in the form of a personal loan to or for any Director or
executive officer (or equivalent thereof). Therefore, the Company
will not make loans, or guarantee the obligations of, any
of the Company with Third Parties.
A Director may not engage in any conduct or activities that are
inconsistent with the Company's best interests or that disrupt or
impair the Company's relationship with a person or entity with
which the Company has or proposes to enter into a business or
contractual relationship. Without limiting the foregoing, a
Director should not attempt to use his or her influence to cause
the Company to use or not to use a particular company, firm, or
organization. However, this does not prevent or inhibit a Director
from making recommendations about particular company (ies),
firm(s), or organization(s), or sharing with the Company or the
Board his or her knowledge of or past experience with a particular
company, firm, or organization.
from Sources Other than the Company.
A Director may not accept compensation, in any form, for
services performed for the Company from any source other than the
Company. Without limiting the foregoing, a Director may not accept
from others a commission, finder's fee, or similar remuneration for
any business transaction in which the Company is involved or for
services rendered to the Company.
A Director and members of his or her immediate family may not
offer, give, or receive gift(s) (whether cash, non-cash, or other)
from persons or entities who deal with the Company in those cases
where any such gift is being made or could reasonably appear to
have been made in order to influence the Director's actions as a
member of the Board or where acceptance of the gift could
reasonably create or appear to create a conflict of interest. In
certain circumstances, a Director may accept non-cash gifts (of a
nominal fair market value), provided that acceptance of such gifts
is customary and closely related to the Company's business at hand
and the gifts are disclosed to the Chair of the Governance
Committee at the earliest opportunity.
and Charitable Giving.
In furtherance of its business interests or corporate good
citizenry, the Company may make corporate gifts to charitable
organizations from time to time. Any Director who has any
significant interest in a charitable organization to which the
Company proposes to make a corporate gift shall promptly inform the
Chair of the Governance Committee of this situation, and,
thereafter, any corporate gifts by the Company to such charitable
organization (and appropriateness thereof) shall be reviewed and
approved by the Chair of the Governance Committee. A person
whose only relationship with a charity is serving as a director of
it shall not be deemed to have a significant interest in such
It is recognized that, as an individual, a Director may become
engaged in public service, partisan politics, or political issues.
A Director shall be sensitive that some people may be unable to
differentiate such Director's personal view from the view of the
Board or of the Company. In furtherance of such differentiation, a
Director should do (except as otherwise specifically approved by
the Governance Committee) at least the following: (a) where
appropriate, make it clear that the Director is speaking or acting
personally and not as a Director of the Company; (b) not make
a political contribution for or in the Company's name, and
Directors will not receive reimbursement from the Company for any
political contribution made as an individual; (c) not endorse for
or in the Company's name the appointment or election of a public
official or the passage or non-passage of any ballot propositions;
and (d) not use the Company's materials or property in public
service, partisan politics, or political issues activities.
A Director owes a duty to the Company to advance the Company's
legitimate interests when the opportunity to do so arises. A
Director may not: (a) receive or seek to receive a Director Benefit
from opportunities that are discovered through his or her
involvement with the Company (including, without limitation, his or
her use of the Company's property, the Company's information, or
his or her position as a Director); or (b) compete with the
Company, directly or indirectly, for business opportunities;
provided, however, that, if the Governance Committee finally
determines that the Company will not pursue an opportunity that
relates to the Company's business activities, a Director may do so
after disclosing to such Committee that such Director will pursue
It is imperative that a Director maintain the confidentiality of
all information (whether belonging to the Company or a party with
whom the Company has a relationship such as a customer, supplier,
or business partner) entrusted to him or her or that comes to him
or her, from whatever source, in his or her capacity as a Director,
except when disclosure is authorized by the Governance Committee or
required by laws or regulations. Confidential information includes
all non-public information (including private, proprietary, and
other) that might be of use to competitors or harmful to the
Company or its relationship parties (such as customers, suppliers,
and business partners) if disclosed.
and Proper Use of Assets of the Company.
A Director must protect the Company's assets and ensure their
efficient use. Theft, loss, misuse, carelessness, and waste of
assets have a direct impact on the Company's profitability. In
general, a Director should not use or seek to use the Company's
time, employees, supplies, equipment, tools, buildings, or other
assets for a Director Benefit, except for legitimate business
purposes of the Company or as part of an adopted or approved
program or policy of the Company available to all Directors.
Occasional, nominal personal use of the Company's assets is
permissible. The Company may, in its discretion, request
reimbursement for the direct costs associated with such use.
Although the Company recognizes that nominal personal use of
Company assets may be appropriate, the Company's assets also
include intellectual and proprietary information, software
applications, product plans, documentation of business systems and
other business data are only to be used for authorized business
A Director shall deal honestly and fairly and oversee honest and
fair dealing by employees and officers with the Company's
Directors, officers, employees, customers, suppliers, and
competitors. No Director should take unfair advantage of others
through manipulation, concealment, abuse of position, abuse of
privileged information, misrepresentation of material facts, or any
other unfair dealing practices.
with Laws, Rules, and Regulations.
A Director shall comply, and oversee compliance by employees,
officers, and other Directors, with all laws, rules, and
regulations of the United States (federal, state, and other) and
other countries applicable to the Company, including insider
trading laws and stock exchange rules and regulations.
Transactions, directly or indirectly, involving securities of the
Company should not be undertaken by Directors without pre-clearance
from the Company's Chief Legal Officer or the General Counsel. Such
transactions do not include investments in vehicles (such as mutual
funds) where the Director is one of many investors and the Director
does not control or materially influence the vehicles' actions (if
any) related to the Company's securities.
the Reporting of Any Illegal or Unethical Behavior.
A Director should promote ethical behavior and take steps to
ensure that the Company: (a) encourages employees to talk to
supervisors, managers and other appropriate personnel about
observed illegal or unethical behavior and, when in doubt, about
the best course of action in a particular situation; (b) encourages
employees to report to appropriate personnel violations of laws,
rules, or regulations of the Company's Code of Employee Business
Conduct and Ethics or of other illegal or unethical conduct; and
(c) informs employees that the Company will not permit retaliation
for reports or complaints of illegal or unethical conduct made in
to Comply; Compliance Procedures.
A Director should communicate the failure of such Director or
any other Director to comply with any laws or regulations, any rule
governing the Company's business, this Code, or any other policy or
requirement of the Company to the Chair of the Governance
Committee. Violations will be addressed by the Governance
Committee, which shall timely report them to the Board for
appropriate action. To the extent a Director who is not an employee
of the Company becomes aware of any failure by any employee of the
Company to comply with any laws or regulations, any rule governing
the Company's business or any other policy or requirement of the
Company, such Director should communicate such failure to the
Company's Chief Executive Officer and, if appropriate, to the Chair
of the Governance Committee.
and Financial Reporting.
The Company's policy is to comply with all financial reporting
and accounting regulations applicable to the Company. A Director
supports and upholds ethical behavior and honesty as it pertains to
the Company's Financial Reporting. If any Director has concerns or
complaints regarding questionable accounting or auditing matters of
the Company, then he or she shall submit those concerns or
complaints to the Chair of the Audit Committee promptly. As a
public company, it is of critical importance that the Company's
filings with the Securities and Exchange Commission be accurate and
timely. A Director should encourage management to take steps to
ensure that the Company's public reports are complete, fair, and
As part of the Directors and Officers Questionnaire sent
annually to Directors in connection with the Annual Meeting of
Stockholders, each Director will be asked to certify that he or she
has complied and is in compliance with this Code. Such
certification may be in substantially the following form:
"I,[insert name], hereby certify and acknowledge that: (i) I am
a member in good standing of the Board of Directors of Consol
Energy, Inc.; (ii) I have received, read, and understood the
Company's" Code of Director Business Conduct and Ethics"; (iii)
such Code has been and is applicable to my activities as a member
of such Board of Directors; (iv) I have complied and am in
compliance with such Code; and (v) I am not aware of any
non-compliance with such Code by others.
Amendment, Modification, and Waiver.
This Code is administered by the Governance Committee and may be
amended, modified, or waived by the Board, provided that waivers
may also be granted by the Governance Committee, in accordance with
the terms hereof and subject to the disclosure and other provisions
of the Securities Exchange Act of 1934, as amended, and the rules
thereunder, and the applicable rules of the New York Stock