GUIDELINES WITH REGARD TO VALUES AND ETHICS
(Approved by the Board of SalMar ASA on 21 March 2007)
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.
2.1 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
3.1.1 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.