Our Corporate Responsibilities

Code of
Conduct
Our Corporate
Responsibilities
Message from the Board of Directors
Imodco is committed to conducting its business activity in an honest, ethical, respectful and
professional manner. As a subsidiary company in the SBM Offshore Group, Imodco Board of Directors
has adopted the SBM Offshore Code of Conduct which sets out Company corporate values and related
responsibilities towards its stakeholders, clients, employees, business partners, society and the
environment. This Code of Conduct applies to all Imodco operations and projects worldwide.
The Code of Conduct is designed to help you to understand these principles and comply with them. As
anImodco employee you are required to follow and abide by them when you join Imodco and during
your entire career with Imodco.
Sincerely
Bert-Jaap Dijkstra
Managing Director
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Code of Conduct
Our Corporate Responsibilities
SBM Offshore | Code of Conduct
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SBM Offshore | Code of Conduct
Contents
Message from the Board of Directors
5
Our Promises
6
Our promise to our clients: 6
Our promise to our shareholders: 6
Our promise to our business partners: 6
Our promise to our employees: 6
Our promise to society and the environment: 6
General responsibilities
7
Application7
Accountability and compliance
7
Responsibilities7
Responsibilities to clients
8
Responsibilities to employees
8
Responsibilities to business partners
10
Responsibilities to society
/ communities
11
Responsibilities to the environment
12
Responsibilities to shareholders / capital providers
13
Annex I
14
Annex I – SBM Offshore’s guidelines for use of consultants
and commercial relations with public officials
14
Annex II
16
Annex II – SBM Offshore’s Suspected Irregularity Rules
and SBM Offshore Integrity Line
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SBM Offshore | Code of Conduct
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SBM Offshore N.V.
Code of Conduct
Our Corporate Responsibilities
March 2012
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SBM Offshore | Code of Conduct
essage from the
M
Board of Directors
SBM Offshore N.V. is committed to conducting its
business activities in an honest, ethical, respectful,
and professional manner.
This Code of Conduct sets out SBM Offshore’s
corporate values and related responsibilities towards
its stakeholders, clients, employees, business
partners, society, and the environment.
The principles set out in this Code of Conduct will help
you as an employee of SBM Offshore to understand the
core values of the company. SBM Offshore’s reputation
and ability to conduct itself according to the highest
system of corporate values depends on all of us wholeheartedly accepting these values and embodying them
in our work.
Everyone at SBM Offshore is required to adhere to the
principles in this Code of Conduct.
If you have any questions about how to comply with
these principles or if you have reason to believe the
code has been violated, please speak up and raise your
concerns to your supervisor or a confidential advisor
(in accordance with the Rules of Conduct Relating to
Suspected Irregularities, which may be found at SBM
Offshore’s intranet: Our Ethics.
Sincerely,
Bruno Chabas
Chief Executive Officer
SBM Offshore | Code of Conduct
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Our Promises
Our promise to our clients:
Whatever your floating production needs, we will
deliver
Our promise to our employees:
A safe and stimulating work environment
We understand the offshore production business in its
entirety and can leverage our unrivalled experience
and expertise to supply exactly what our clients need,
whatever the demands of the offshore environment.
We aim to attract and retain a diverse set of highly
talented people, and will maximize their opportunities
for success by providing stimulating challenges,
excellent training and high levels of work satisfaction –
all in an incident-free workplace.
Our promise to our shareholders:
Our promise to society and the environment:
Our expertise and technological know-how create
significant value
We care for the people and environment wherever we
operate
We are the most experienced solutions provider in the
offshore energy production market – a position that
gives us a ‘preferred supplier’ status, and enables us to
deliver superior financial returns whilst maintaining a
good risk/reward balance.
We care for the lives of the people where we operate –
we are committed to being globally aware, promoting
local development and operating with integrity – and we
understand our responsibilities to run a safe operation
and to protect the environment.
Our promise to our business partners:
Long-term business partnerships are key to our
performance and ability to deliver
We are dedicated to building deep, long-term
relationships with our business partners so, together,
we can confidently supply the needs of all our clients
through the whole product lifecycle.
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SBM Offshore | Code of Conduct
Responsibilities
General responsibilities
We are implementing this code by:
This document clarifies the responsibilities of SBM
Offshore and its employees to each other, to clients,
to partners, to capital providers, to business partners,
to society, and to the environment. In respect of
Corporate Social Responsibility, we adhere to
international standards such as the United Declaration
of Human Rights, the OECD Guidelines for Multinational
Enterprises, ILO conventions and the UN Global
Compact.
Application
The SBM Code of Conduct applies to all employees,
agency personnel, officers, and directors of SBM
Offshore and its controlled subsidiaries (including joint
ventures).
Accountability and compliance
SBM Offshore’s board of management is responsible for
ensuring this code is communicated, understood, and
observed by all employees. Day to day responsibility is
delegated to senior management. They are responsible
for implementing the code, and if necessary provide
more detailed guidance and training tailored to specific
functions and local needs. Assurance of compliance is
given and monitored every year and subject to review
by the board of management supported by the audit
committee.
• Active internal communication;
• Introducing the code in our internal training sessions
for both new and current personnel;
• Asking senior management to sign off for compliance
with the code on a yearly basis;
• Referring to the code in our labour contracts with
employees;
• Appointing a compliance officer, who will also
recommend to the board of management, appropriate
actions when it comes to dilemmas and cases which
are not addressed in this code;
• Keeping records of these dilemmas and cases which
are not addressed in this code;
• Auditing subcontractors, business partners and
suppliers on compliance with the code on a yearly
basis;
• Employees can ask questions and report noncompliances with the SBM Offshore Code of Conduct
through the procedure entitled “Rules Relating to
Suspected Irregularities” which is found on SBM
Offshore’s intranet: Our Ethics;
• Wherever possible, SBM Offshore’s Code of Conduct
(or an equivalent code) shall be made a part of all our
contracts with business partners and subcontractors.
SBM Offshore | Code of Conduct
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Responsibilities
Responsibilities to clients
Clients rely on SBM Offshore for the realization of
their expectations. Accordingly, we have the following
responsibilities:
• supplying high quality products and services;
• supplying products and services with a focus on safety and environmental preservation;
• (e) You may not under any circumstances offer
or accept
gifts, ameals
and/ormarket
entertainment,
• providing
competitive
price;
directly or indirectly, that:
• building together a common health, safety and
environmental management system on each
operational project;
• monitoring together the impact of our activities on
local communities in terms of social, economical and
environmental consequences and ensuring that those
consequences do not harm local interests;
• supporting clients to adhere to globally agreed
Hospitality required by a contract
industry standards such as EITI (Extractive Industries
Contract
provisions Initiative)
pertaining
to hospitality
Transparency
where
applicable.should
5.1.2
be avoided wherever possible.
However, where a contract requires SBM to bear
Responsibilities
employees
the cost
of meals, travelto
and
/or accommodation for
Employees
dedicate
considerable
portion
their
meetings
associated
withathe
performance
of a of
protime,
knowledge,
and expertise
toor
SBM
Offshore.
ject,
the
responsible
Project
Manager
Department
• •(ii)
Involve
gifts and
entertainment
thatand
are
showing
respect
for the
wishes, interests
Accordingly,
we have the following responsibilities:
Manager
must ensure:
provided
a tenderer
during thein course
of an
ethicalby
standards
of customers,
all aspects
• (a) The meals, travel and accommodation
ongoing
or competitive bidding process.
of thetender
transactions;
• pursuing
a personnel
policy
in whichrather
the best
possible
ultimately
serve
a business
purpose,
than
• (iii) Involve gifts and entertainment being
use is made ofpurpose.
each person’s skills and personal
an
entertainment
• avoiding
conflicts
of interest;
provided
during
periods
when important
development is encouraged;
• (b) Such costs comply with the policies as
business decisions are being made where
• keeping
information
confidential;
stated
in the good
Compliance
Guide and
in SBM’s
such
gifts orclient’s
entertainment
might
influence the
• offering
and competitive
terms
of employment
Travel
Policies.
decision making process.
and safe and healthy working conditions;
• meeting the agreed delivery time;
• (i) Involve special or extravagant events (e.g.
all expense trips to sporting or entertainment
• meeting the production targets of customers;
events).
• informing customers properly and in good time;
• (f) Special rules apply to Public Officials. Please
see •
section
5.2.an insight into the environmental • pursuing an employment policy following the
providing
5.1.3 principles
How does
a pre-approval?
of one
equalobtain
opportunity,
preventing any
impact
of
proposed
technologies
and
their
• NB: Managers should report any instances of
discrimination
on
the
basis
of
sex,
race,
When pre-approval is required, you willage,
need
to religion,
alternatives;to the Compliance Officer.
non-compliance
political
or
trade
union
affiliations,
nationality
or
obtain approval from your Department Manager or
Travel and Overnight Accommodation
Travel and overnight
accommodation for any third
SBM Offshore | Code of Conduct
parties8(unless
re-billable) requires the written au-
disability;
Compliance
Officer before promising to someone,
or receiving from someone, any gift, hospitality or
entertainment.
Failure to request and obtain the pre-approval may
Responsibilities
• minimizing risks for health and safety incidents by;
–– implementing internationally recognized industry
standards such as OHSAS18001;
–– providing appropriate training to all relevant
personnel;
–– developing and using engineering and technology
know-how to improve health and safety at the
facilities we design, build or operate;
• applying anti drug, anti smoking and anti alcohol
abuse policies (further details of SBM Offshore’s
Alcohol and Drug-Free Workplace policy and its No
Smoking Policy can be found in You and the Company
and is available through the Humain Resources
Department and on the CIS;
• striving for a good relationship with those who
represent SBM Offshore employees;
• providing a clear framework of operating procedures
to promote efficiency and to prevent mistakes;
–– co-operating with clients, project partners and
business partners to improve health and safety
performances;
• preserving employee privacy and confidentiality of
employee records;
–– measuring health and safety performance and
communicating our progress on a regular basis;
• creating a climate in which employees are encouraged
to adhere to this code;
• preventing undesirable conduct such as intimidation,
harassment and abuse of authority (further details
of SBM Offshore’s policy against harassment can be
found in You & the Company and is available through
the Human Resources Department and on the CIS.);
• adhering to applicable national and international
human rights standards, including the United
Nations Declaration of Human Rights and the OECD
Guidelines for Multinational Enterprises;
• being open to suggestion, ideas and criticism;
• adhering to the fundamental ILO conventions
regarding child labour, forced labour, nondiscrimination, freedom of association and collective
bargaining, including among others;
• avoiding conflicts of interest between private activities
and the employee’s role in the company’s business,
particularly in their relations with clients, partners,
competitors and suppliers;
• preventing the employment of children under the
minimum age of completing compulsory schooling
and, in any case, the minimum age for employment
shall not be less than 15 years old;
• avoiding disclosure of inside information;
• preventing the use of any form of forced labour;
• not asking anyone to break the law;
• respecting freedom of association and collective
bargaining.
• communicating in an honest and clear manner;
• preventing, as far as possible, problems of conscience
in the performance of their work and striving to find a
proper solution to them where these still arise;
• establishing the means for employees to report
suspected irregularities;
SBM Offshore | Code of Conduct
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Responsibilities
Responsibilities to business partners
Business partners work with SBM Offshore to help
supply the needs of our clients. Accordingly, we have
the following responsibilities:
• striving for long-term stability in the relationship, in
exchange for value, quality, competitiveness and
reliability;
• paying business partners on time, according to the
agreements made;
• selecting business partners on the basis of generally
accepted market considerations;
• systematically offering host country suppliers, as
a minimum, a fair chance to provide products and
services and making material efforts to enhance
their capabilities through guidance and transfer of
know-how;
• paying market prices and making reasonable
demands;
• being open and reliable in all our activities;
• not accepting cash gifts or any substantial non-cash
gifts (including entertainment). Gifts may only be
made in strict accordance with SBM Anti Corruption
Policy & Compliance Guide;
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SBM Offshore | Code of Conduct
• selecting business partners who do adhere to the
applicable national and international standards and to
the principles set out in this Code;
• selecting business partners that apply sufficient
focus to working conditions for their employees
in accordance with the ILO (International Labour
Organization) conventions;
• monitoring compliance with this code by business
partners. In instances where the results of assessments
are found to be unsatisfactory, SBM Offshore will
engage with the business partner in developing
improvements to facilitate compliance with these
standards. However, if a supplier repeatedly
demonstrates a lack of interest to improve its
standards, SBM Offshore will take appropriate action,
which could result in withdrawal from the relationship.
Responsibilities
Responsibilities to society
/ communities
Society provides SBM Offshore the social and physical
infrastructure for entrepreneurship. Accordingly, we
have the following responsibilities:
• not doing business in countries subject to international
and relevant national embargoes and respecting the
export and import control regulations of countries
where we work and operate;
• respecting human rights as formulated in the Universal
Declaration of Human Rights;
• not undertaking commercial activities in countries
where it is made impossible to adhere to this code;
• not granting a cash gift or non-cash gift for the
purpose of obtaining a contract or any improper
business advantage;
• in general, the giving of gifts is only acceptable if
such practice is not for an improper use and if such
a practice is in compliance with acceptable laws (for
further details refer to SBM Offshore Anti-Corruption
Policy and Compliance Guide);
• not offering or giving money or anything of value,
whether directly or indirectly, to any public official,
political party, or candidate to obtain or retain
business or to direct business to any person;
• not engaging consultants and commercial
representatives in violation of SBM Offshore’s
guidelines for the use of consultants (further details
are contained in Annex I hereto);
• not entering into joint venture or similar relationships
that would violate SBM Offshore’s guidelines for
commercial relationships with foreign officials (further
details are contained in Annex I hereto);
• taking all reasonable measures to avoid involvement or
complicity in human rights violations in its relationships
and interactions with state security forces;
• supporting initiatives that, within the framework of our
possibilities and aims, contribute to the improvement
of social welfare;
• striving for a constructive relationship with nongovernmental organizations;
• not accepting any proceeds of crime or terrorism
and taking appropriate measures to prevent moneylaundering including the reporting of suspicious
transactions (e.g. high value cash transactions,
payments between unknown entities or through
excessive intermediaries, payments made by/ received
by suspicious entities or involving high risk counties);
• striving for fair competition by respecting tangible
and intellectual property rights of competitors and
respecting the relevant competition laws (including the
obligation not to engage in bid rigging, price fixing,
or other similar arrangements designed to improperly
undermine competition);
• assessing the social, environmental and economical
impact of our intended operations prior to the
commencement of our operational activities, including
the impact on local communities and human rights;
• (in cooperation with or on behalf of our clients)
assessing local needs for social, economical and
environmental improvements in all areas where we
operate, and providing support to local communities
in order to realize these potential improvements, using
our skills and capabilities, within the legal and cultural
constraints of these local communities.
• not engaging in insider trading or other acts
prohibited by SBM Offshore’s Regulations Relating to
Insider Trading (for further details www.sbmoffshore.
com Code of Conduct);
• preventing security personnel from infringing on the
liberty and security of others;
SBM Offshore | Code of Conduct
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Responsibilities
Responsibilities to the environment
SBM Offshore makes use of natural resources.
Accordingly, we have the following responsibilities:
• as a minimum complying with the applicable statutory
environmental provisions and regulations and, where
possible, going further than required;
• preventing and minimizing pollution of soil, water and
air, production of noise, creating of waste products
and use of dangerous materials;
• collecting and processing waste separately, and using
water and energy efficiently;
• minimizing risks for environmental incidents;
• supporting a precautionary approach to environmental
challenges;
• developing engineering and technology know-how to
reduce the environmental impact of the facilities we
design, build or operate;
• striving for continuous improvement of our
environmental performance;
• translating policy into clear practical guidelines
and, furthermore, ensuring that the policy and the
guidelines are implemented in practice;
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SBM Offshore | Code of Conduct
• implementing certified environmental management
systems at all operations with a significant
environmental impact;
• measuring performance and communicating our
progress on a regular basis;
• co-operating with clients, business partners and
suppliers to improve environmental performance;
• complying with SBM Offshore’s HSSE management
system;
• permanently ensuring that the environmental
awareness and motivation of the employees and
others who work on the premises of SBM Offshore
is such that environmental protection – although
primarily the management’s responsibility – is
everybody’s concern.
Responsibilities
Responsibilities to shareholders
/ capital providers
Capital providers enable SBM Offshore to finance
its activities. Accordingly, we have the following
responsibilities:
• ensuring the continuity of the company;
• achieving, also in the long term, a competitive return
on capital employed, which is in fair proportion to the
degree of risks in the line of business;
• disclosing relevant information timely;
• taking all necessary measures to prevent insider
trading;
• maintaining a stable policy with respect to dividend
distribution;
• operating an effective risk management system;
• achieving the highest standards of corporate
governance;
• providing both financial and non financial information
regarding our business operations on a regular basis
in accordance with globally agreed international
standards;
• not accepting any cash or non-cash gift (including
hospitality) that would improperly influence
commercial decision-making (for further details
refer to SBM Offshore Anti-Corruption Policy and
Compliance Guidelines);
• establishing financial and accounting procedures
to maintain accurate records of the company’s
transactions and disposition of assets.
SBM Offshore | Code of Conduct
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Annex I
Annex I – SBM Offshore’s guidelines
for use of consultants and commercial
relations with public officials
General:
Consultants and /or commercial representatives
who offer sales and marketing and business support
services should only be engaged by authorised
employees of SBM Offshore in consultation with CEO.
The SBM Offshore Code of Conduct prohibits the
payment (directly or indirectly) of anything of value to a
public official or a commercial decision maker to secure
an improper business advantage. Further, SBM Offshore
employees should be aware that such payments may be
in violation of local law.
The consequences of non-compliance with these
guidelines may be severe and could include
imprisonment, fines, damages, termination of
contractual relations, and loss of business reputation.
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SBM Offshore | Code of Conduct
Use of consultants:
Particular care must be taken by authorised
employees when engaging consultants on behalf of
SBM Offshore. Such employees must:
• Use and apply SBM Offshore’s standard Due Diligence
Form before engaging an consultants or commercial
representative. The purpose of the form is to identify
any conflicts, concerns, or red-flags. The form is
available from the legal department;
• Know (or get to know) the consultants and its
corporate structures/shareholders, and identify any
links between the consultants and public officials or
the client;
• In appropriate cases (e.g. unknown consultant,
suspected links to public officials, or other red flags)
perform local checks (through law firms, or other
specialist service providers, internet etc.) to verify the
reputation and propriety of the consultant;
• Refrain from using an consultant who has a bad
reputation or whom you suspect may use funds
improperly;
• Actively investigate red flags (links to public officials,
prior prosecutions, bad reputation etc.);
• Use SBM Offshore’s standard consultancy agreement
(which is available from the legal department) and
obtain legal department input on any changes to the
standard terms. The standard consultancy agreement
contains appropriate provisions for avoiding /
prohibiting corrupt practices;
• The consultant’s compensation should be payable for
bona fide services;
• Originals of due diligence forms, checklists and signed
consultancy agreement shall be sent to the Legal
department for achieving and transferral to Marly;
Commercial relations with public officials (Including
National Oil Company Personnel):
Applicable laws (e.g. U.S. Foreign Corrupt Practices Act,
the UK Bribery Act and similar laws enacted pursuant
to the OECD Convention on Combating Bribery of
Foreign Officials) prohibit the corrupt offer or grant of
money or anything of value to a public/foreign official
to gain any improper advantage. Employees of national
oil companies (“NOCs”) should be presumed public or
foreign officials for the purposes of these guidelines.
Whenever dealing with public/foreign officials, including
any dealings with NOC joint venture partners or clients,
SBM Offshore employees must refrain from making
payments or giving gifts to such officials unless there
is a legitimate and non-corrupt commercial purpose.
Modest hospitality as a legitimate incident of good
business relationships is normally permissible, provided
there is no attempt use the provision of such hospitality
for any improper influence (for more information please
refer to the Anti-Corruption Policy and Compliancy
Guide).
Prior to entering any new joint venture relationship
(including any NOC joint venture), Board of
Management approval shall be obtained.
• The responsible Sales Manager shall keep on file
copies of completed due diligence documents and
signed agreements;
• Report any improper commercial activities to
your supervisor (or as otherwise provided in SBM
Offshore’s Rules of Conduct for Reporting Suspected
Irregularities), or the Anti Corruption Policy and
Compliancy Guide;
• Do your part to ensure that accurate books and
records are kept of financial transactions undertaken
on behalf of SBM Offshore.
SBM Offshore | Code of Conduct
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Annex II
Annex II – Suspected Irregularity Rules and
SBM Offshore Integrity Line
If you have any questions about how to comply with
these principles or if you have a concern that the
Code of Conduct has been violated, you may choose
one of the following options below.
You may first raise your concern and seek advice from
your Department Manager.
You may also report and seek advice from SBM’s:
• HR Management;
• Legal Department
• Compliance Officer.
However, if you are uncomfortable about using one of
these resources, you may also contact the SBM Offshore
Integrity Line.
SBM Offshore Integrity Line
If you ever feel unsure about where to go for help, or
are uncomfortable using one of the other resources
identified in the Code of Conduct, SBM Offshore has
an additional resource that can help – SBM Offshore
Integrity Line.
The purpose of SBM Offshore Integrity Line is to
respond to concerns about compliance, ethics and the
requirements described in this code. The SBM Offshore
Integrity Line telephone line and website address facility
are operated by an independent company that helps
businesses respond to concerns about compliance and
ethics. The line operates 24 hours a day/7 days a week
and also has translation services available at all times.
For more information on the Suspected Irregularity
Rules and SBM Offshore Integrity Line, please see the
procedure on the SBM Intranet, CIS under the heading:
Our Ethics.
A full list of local telephone numbers and Frequently
Asked Questions document (FAQ) can be accessed from
the CIS in the Rules of conduct relating to suspected
irregularities.
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SBM Offshore | Code of Conduct
Data Protection and Privacy
All information and data you may provide when making
a report through the Suspected Irregularities Rules or
the SBM Offshore Integrity Line will remain in strict
confidence.
The privacy of both the complainant’s identity and the
subject(s) in the reports will be protected.
SBM Offshore will not tolerate the practice of reporting
in bad faith. This practice is considered to be a serious
breach of the Code of Conduct and disciplinary action
shall be taken against employees reporting in bad faith.
Retaliation will not be tolerated
SBM Offshore will not tolerate retaliation against the
complainant.
SBM Offshore takes claims of retaliation seriously.
Allegations of retaliation will be investigated and
appropriate action taken. Anyone responsible for
reprisals against individuals who report a suspected
misconduct or other risks to the business will be subject
to disciplinary action up to and including dismissal.
SBM Offshore | Code of Conduct
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SBM Offshore | Code of Conduct
SBM Offshore N.V.
Postal address
P.O. Box 31
3100 AA Schiedam
The Netherlands
Street address
Karel Doormanweg 66
3115 JD Schiedam
The Netherlands
Telephone +31 (0)10 232 0900
Telefax +31 (0)10 232 0999
E-mail: sbm@sbmoffshore.com
Code of Conduct
Our Corporate
Responsibilities