Ethical Guidelines
GUIDELINES WITH REGARD TO VALUES AND ETHICS
(Approved by the Board of SalMar ASA on 21 March 2007)
1. INTRODUCTION
1.1 This code of conduct (the "Code") has been resolved and adopted by
the Board of Directors of SalMar ASA (the "Company"). It is the
intention that the Code shall also be resolved and approved by the
Board of Directors in each subsidiary company within the SalMar Group
(the "Group").
1.2 The purpose of the Code is to create a sound corporate culture and
to preserve the integrity of the Company by helping employees to
promote standards of good business practice. Further, the Code is
intended to be a tool for self evaluation and a vehicle for development
of Company identity.
1.3 The Code applies to members of the Board of Directors, the CEO,
members of management and other employees in all companies in the
Group, as well as others acting on behalf of SalMar companies.
Compliance with these guidelines is the responsibility of every
employee of the Group.
2. ETHICS
2.1 The Company's policy requires its directors and employees
to observe high standards of business and personal ethics in the
conduct of their duties and responsibilities. Directors and employees
must practice fair dealing, honesty and integrity in every aspect in
dealing with other employees, business relations and customers, the
public, the business community, shareholders, suppliers, competitors
and government authorities.
2.2 When acting on behalf of the Company, Directors and employees shall
not take unfair advantage through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or other
unfair dealing practices.
2.3 The Company's policy prohibits unlawful discrimination against
employees, shareholders, directors, customers and suppliers on account
of ethnic or national origin, age, sex or religion. Respect for the
individual is the cornerstone of the Company policy. All persons shall
be treated with dignity and respect and they shall not be unreasonably
interfered with in the conduct of their duties and responsibilities.
2.4 No director or employee should be misguided by loyalty to the
Company or desire for the Company profitability to disobey any
applicable law or Company policy.
2.5 Violation of Company policy will constitute grounds for
disciplinary action, including, when appropriate, termination of
employment.
3. CODE OF CONDUCT
3.1 Values
3.1.1 The Company strives to be a reliable partner achieved by quality
operations, strict discipline, prioritising high quality solutions,
predictable deliveries and a high level of service.
3.1.2 The Company shall act with a sense of urgency in all aspects of
its business. This means that the Company shall meet commitments in the
minimum time required, make decisions fast but based on facts, accept
change and manage new challenges and also be proactive.
3.1.3 The Company shall strive to combine the forces of the group and
employees and representatives in all jurisdictions, companies and areas
of expertise in the Group. The Company shall view customers and
suppliers as partners.
3.1.4 The Company shall exploit and develop skills in production,
product development and management. In this respect, professionalism
and use of best practice are key elements.
3.1.5 The Company focuses on core businesses. Hereunder, the Company
shall be better at doing what it is best at and create value for its
customers and the the Group through a constant focus on running a
profitable business.
3.2 Rules and legislation
3.2.1 It is Company policy to comply with all applicable laws and
governmental rules and regulations in the country in which it is
operating. It is the personal responsibility of each of the persons
mentioned above to adhere to the standards and restrictions imposed by
those laws, rules and regulations, including those relating to
accounting and auditing matters, and to internal rules (if these are
not in conflict with applicable legislation).
3.3 Work environment
3.3.1 The Company shall be a professional and positive workplace with an inclusive working environment.
3.3.2 The Company shall focus on excellence in operations and strive to
apply a working methodology, which ensures a good and sound working
environment. Among other things, this means that the Company shall
systematically promote employee satisfaction, seek to attain an injury
and accident free work place, optimise raw material and energy
consumption and minimise waste.
3.3.3 The Company shall strive towards meeting, and preferably exceed, the requirements of all relevant legislation.
3.3.4 The Company has adopted a set of guidelines based on the health,
safety and environment standards according to ISO . The same set of
rules shall apply to all Company suppliers.
3.3.5 All employees shall help to create a work environment free from
any discrimination, due to religion, skin colour, gender, sexual
orientation, age, nationality, race and disability.
3.3.6 The Company does not tolerate behaviour that can be perceived as degrading or threatening.
3.3.7 Neither the Company nor its business partners shall use children as a labour force.
3.4 Relations with customers, suppliers, competitors and public authorities
3.4.1 Customers shall be met with insight, respect and understanding.
3.4.2 Suppliers shall be treated impartially and justly.
3.4.3 Public authorities shall be met in an appropriate and open manner.
3.4.4 The Company desires fair and open competition in all markets,
both nationally and internationally. Under no circumstances shall the
Company or any of its employees be part of actions that breach
applicable competition legislation.
3.4.5 The Company is a firm opponent of corruption in any form
(bribery, "facilitating" etc). No employee of the Company shall
directly or indirectly offer, promise, give or receive bribe, illegal
or inappropriate gifts or other undue advantages or remuneration in
order to achieve business or other personal advantage. [The Company has
adopted a set of guidelines regarding gifts.]
3.4.6 The Company is a firm opponent to money laundering in any form.
The Company will take the necessary steps in order to prevent its
financial transactions from being used by other to launder money.
3.5 Pricing and taxes
3.5.1 The Company's internal transfer prices are set in accordance with
"arms length principles". This means that the Company in principle
operates its subsidiaries as independent companies, i.a. trade as if
with a third party. This facilitates accounting and tax issues in the
different entities.
3.6 Loyalty, conflict of interest and confidentiality
3.6.1 The Company will require all employees to be loyal to the
Company, and to refrain from actions or to have interests that make it
difficult to perform their work objectively and effectively.
3.6.2 All employees are responsible to notify the Board of Directors of
a situation where he/she has a material direct or indirect interest in
any transaction or other matter entered into by the company or binding
on the company.
3.6.3 Conflicts of interests should be avoided. Should a conflict of
interest arise, all employees will be required to evaluate the
situation and notify the superior of the partiality or conflict of
interest. A conflict of interest situation may involve, but are not
limited to, customers, suppliers, contractors, present or prospective
employees, competitors or relations.
3.6.4 All employees shall keep confidential all corporate and other
matters that could provide third parties with unauthorised access to
confidential information, and exercise caution when discussing internal
affairs so as to avoid being overheard by unauthorised persons.
3.6.5 Only the CEO and the Chairman of the Board of Directors of the
Company shall be entitled to make public statements on behalf of the
Group.
3.7 Environmental issues
3.7.1 The Company shall strive to be market leading in environmental
protection. All employees will be required to bear in mind the
environmental effects work-related activities have on nature and the
environment and apply environmentally friendly solutions to the extent
reasonably possible.]
3.8 Trading in the Company shares, accounting and reporting
3.8.1 Those of the Company's employees who have information relevant to the pricing of the
Company shares in the exchange markets shall keep such information
confidential and comply with applicable legislation and the Insider
Trading Regulations of the Company.
3.8.2 The Company's employees will only be entitled to trade in the the
Company shares in compliance with applicable legislation and the
Insider Trading Regulations of the Company. All employees must
familiarise themselves with applicable legislation and the Insider
Trading Regulations of the Company before trading in the Company's
shares.
3.8.3 The Company shall establish accounting procedures, ensuring that
all transactions are correctly registered in accordance with applicable
laws and regulations. All employees will be required to follow the
Company's regulations concerning registration of transactions and
proper documentation. All employees will be responsible for ensuring
that business transactions are fully and correctly reported and
documented and in accordance with generally accepted accounting
practice.
3.8.4 The Company's reporting shall in all material respects comply
with applicable laws and regulations and be full, fair, accurate,
timely and understandable.
3.9 Private interests and actions by employees
3.9.1 No employee of the Company should hold another position or carry
out work for others during working hours without prior written
permission from a supervisor.
3.10 Control and sanctions
3.10.1 As an integrated part of internal/external auditing, vendor
assessment etc., the Company shall on a regular basis check that all
aspects of the above guidelines are followed.
3.10.2 Any infringement of the Code should be raised immediately with a
supervisor. If this is not possible, the infringement should be raised
with a member of the the Company Interconnect Solutions Executive
Management, or if applicable a member of the Board of Directors.
3.10.3 The Board of Directors of the relevant company within the Group
shall take all action it considers appropriate, and investigate any
violations of the Code reported to it. The respective Board shall, in
respect of any not insignificant violations committed, also report to
the Board of the Company.
3.10.4 If a violation has occurred, the relevant Board of directors or
supervising manager shall take the necessary disciplinary and
preventive actions, normally termination of employment, termination of
supplier contract etc.