General American Investors Company, Inc.
Code of Ethics for Principal Executive and Senior Financial Officers
July 9, 2003
I. Covered Officers/Purpose of the Code
The Board of Directors (the "Board") of General American Investors Company, Inc. (the "Company") has adopted this code of ethics (this "Code") applicable to the Company's Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer (the "Covered Officers" each of whom is set forth in Exhibit A) for the purpose of promoting:
- honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
- full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the U.S. Securities and Exchange Commission (the "SEC") and in other public communications made by the Company;
- compliance with applicable laws and governmental rules and regulations;
- the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
- accountability for adherence to the Code.
- Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.
II. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest
A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his service to, the Company. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position in the Company.
Certain conflicts of interest arise out of the relationships between Covered Officers and the Company and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (the "Investment Company Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Company because of their status as "affiliated persons" of the Company. The Company's compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures.
Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company.
Each Covered Officer must:
- not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Company whereby the Covered Officer would benefit personally to the detriment of the Company;
- not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the Company;
- not use material non-public knowledge of portfolio transactions made or contemplated for the Company to trade personally or cause others to trade personally in contemplation of the market effect of such transactions;
- not retaliate against any other Covered Officer or any employee of the Company for reports of potential violations that are made in good faith.
There are some conflict of interest situations that should be reviewed and discussed with the chairman of the Audit Committee (the "Committee") and, if deemed material, approved by the Board. Examples of these include:1
- any outside business or personal activity that detracts from an individual's ability to devote appropriate time and attention to his responsibilities with the Company;
- service as a director on the board of any public or private company;
- the receipt of any gifts in excess of $100 from any company or individual with which the Company has current or prospective business dealings;
- the receipt of any entertainment from any company with which the Company has current or prospective business dealings unless such entertainment is business- related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;
- any ownership interest in, or any consulting or employment relationship with, any of the Company's service providers;
- a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions or for selling or repurchasing shares other than an interest arising from the Covered Officer's employment, such as compensation or equity ownership.
III. Disclosure and Compliance
- Each Covered Officer should familiarize himself with the disclosure requirements applicable to the Company's disclosure controls and procedures;
- each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company's directors and auditors, and to governmental regulators and self-regulatory organizations;
- each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Company and take other appropriate steps with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Company files with, or submits to, the SEC and in other public communications made by the Company; and
- it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.
IV. Reporting and Accountability
Each Covered Officer must:
- upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read, and understands the Code;
- annually thereafter affirm to the Board that he has complied with the requirements of the Code;
- notify the chairman of the Committee promptly if he knows of any violation of this Code. Failure to do so is itself a violation of this Code; and
- report at least annually any material interest he has in any material transaction involving the Company and/or any of its officers, any indebtedness he has to the Company in excess of $60,000, any interest he has in a broker or dealer with which the Company does business, any family relationship he has with any director or officer of the Company, and any affiliation (business, eleemosynary or professional) he has outside of the Company.
If a Covered Officer or any other employee has a question relating to the provisions of this Code, he or she should refer such question to the chairman of the Committee who is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation.2 However, any approvals or waivers3 sought by the Principal Executive Officer, the Principal Financial Officer or the Principal Accounting Officer will be considered by the Committee or the Board.
The Company will follow these procedures in investigating and enforcing this Code:
- the chairman of the Committee will take all appropriate action to investigate any potential violations reported to him or her;
- if, after such investigation, the chairman of the Committee believes that no violation has occurred, such individual is not required to take any further action;
- any matter that the chairman of the Committee believes is a violation will be reported to the Committee;
- if the Committee concurs that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the Company; or a recommendation to dismiss the Covered Officer;
- the Committee or the Board will be responsible for granting waivers, as appropriate; and
- any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.
V. Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the Company for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Company govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superceded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Company's code of ethics under Rule 17j-1 under the Investment Company Act provides separate requirements applying to the Covered Officers and others, and are not part of this Code.
Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent directors.
All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Board and outside counsel.
VIII. Internal Use
The Code is intended solely for the internal use by the Company and does not constitute an admission, by or on behalf of the Company, as to any fact, circumstance, or legal conclusion.
1. Any activity or relationship that would present a conflict for a Covered Officer would likely also present a conflict for the Covered Officer if a member of the Covered Officer's family engages in such an activity or has such a relationship.
2. The chairman of the Committee is authorized to consult, as appropriate, with counsel to the Company and is encouraged to do so.
3. Item 2 of Form N-CSR defines "waiver" as "the approval by the registrant of a material departure from a provision of the code of ethics" and "implicit waiver," which must also be disclosed, as "the registrant's failure to take action within a reasonable period of time regarding a material departure from a provision of the code of ethics that has been made known to an executive officer" of the registrant.
Persons Covered by this Code of Ethics are as follows:
- Jeffrey W. Priest, Principal Executive Officer
- Eugene S. Stark, Principal Financial Officer
- Diane G. Radosti, Principal Accounting Officer