GASTAR EXPLORATION INC.
WHISTLEBLOWER PROCEDURES AND POLICY
(Amended and Restated as of January 31, 2014
Statement of Principles
The Board of Directors of Gastar Exploration Inc. (the "Company") has constituted and established an Audit Committee (the "Committee") with the authority, responsibility and specific duties as described in the Company's Audit Committee Charter. Pursuant to the Audit Committee Charter, the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Securities and Exchange Commission, the Committee is required to establish the procedures for (1) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters ("Accounting Matters"), (2) the receipt, retention and treatment of complaints regarding potential violations of applicable laws, rules and regulations or of the Company's codes, policies and procedures ("Compliance Matters") and (3) the confidential, anonymous submission by employees of concerns regarding questionable Accounting Matters and Compliance Matters. In order to facilitate the reporting of employee complaints, the Committee has adopted this Whistleblower Procedures and Policy (this "Policy").
Pursuant to this Policy, any employee of the Company may submit a good faith complaint regarding Accounting Matters or Compliance Matters to the Company's management without fear of dismissal or retaliation of any kind. The Company is committed to achieving compliance with all applicable laws, rules, regulations, standards and policies, including securities laws and regulations, accounting standards, accounting controls and audit practices. The Committee will oversee treatment of employee concerns in this area.
Scope of Matters Covered by These Procedures
These procedures cover employee complaints relating to any questionable Accounting Matter, including, without limitation, the following:
Fraud or deliberate error in the preparation, evaluation, review or audit of any of the Company's financial statements;
Fraud or deliberate error in the recording and maintaining of the Company's financial records;
Deficiencies in or noncompliance with the Company's internal accounting controls;
Misrepresentation or a false statement to or by a senior officer or accountant regarding a matter contained in the Company's financial records, financial statements or audit reports; and
Deviation from full and fair reporting of the Company's financial condition.
In addition, these procedures cover employee complaints relating to any questionable Compliance Matter, including, without limitation, the following:
Applicable laws, rules and regulations;
Listing standards of the NYSE MKT LLC applicable to domestic listed companies; and
The governance documents and policies of the Company, such as the Company's Code of Ethics and Corporate Governance Guidelines.
Reporting Procedures for Employee Complaints
Employees with concerns regarding questionable Accounting Matters or Compliance Matters should share their questions, concerns, suggestions or complaints with someone who can address them properly. In most cases, an employee's direct supervisor is in the best position to address an area of concern. However, if an employee is not comfortable speaking with his or her supervisor, or if he or she is not satisfied with the supervisor's response, the employee is encouraged to speak with anyone in management with whom they are comfortable approaching. Supervisors and managers are required to report questionable Accounting Matters and Compliance Matters to the Company's non-executive Chairman of the Board and the Chairman of the Audit Committee.
When an employee is not satisfied or comfortable with the above stated escalation policy, employees should report complaints to the Audit Committee directly through an anonymous whistleblower hotline. The hotline number is (800)683-5910, and can be reached 24 hours a day, seven days a week. Additionally, employees can access the hotline online at https://gastar.alertline.com.
Treatment of Complaints
Upon receipt of a complaint, the Company's the Company's non-executive Chairman of the Board and the Chairman of the Audit Committee will (1) determine whether the complaint actually pertains to Accounting Matters or Compliance Matters and (2) when possible, acknowledge receipt of the complaint to the sender.
Complaints relating to Accounting Matters will be reviewed under the Committee's oversight by the Company's the Company's non-executive Chairman of the Board and the Chairman of the Audit Committee, the internal audit department (or outside auditors that perform this function for the Company) or such other persons as the Committee determines to be appropriate. Complaints relating to Compliance Matters will be reviewed under the Committee's oversight by the Company's non-executive Chairman of the Board and the Chairman of the Audit Committee or such other persons as the Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.
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 the employee with respect to good faith reporting of complaints regarding Accounting Matters or Compliance Matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002.
Reporting and Retention of Complaints and Investigations
The Company's non-executive Chairman of the Board and the Chairman of the Audit Committee will maintain a log of all complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report for the Committee. Copies of the complaints and the log will be maintained in accordance with the Company's document retention policy.
The Committee may amend these procedures at any time, consistent with requirements of applicable laws, rules and regulations.