code of conduct - subsea 7 … · 10 health, safety, environment and quality (hseq) 12...

SAFETY, INTEGRITY, INNOVATION, PERFORMANCE, COLLABORATION

WHAT WE VALUE, HOW WE BEHAVE

CODE OF CONDUCT

CONTENTS04 What to do and who our Code applies to

06 What we value and how we behave

08 How we do business

10 Health, Safety, Environment and Quality (HSEQ)

12 Confidentiality

14 Personal information and data protection

16 Accounting and financial obligations

18 Employment practices

20 Conflicts of interest

22 Business partners (Clients, suppliers, partners)

24 Bribery and corruption

26 Dealings with Public Officials

28 Gifts and hospitality

30 Community engagement, charitable donations and political contributions

32 Competition and antitrust

34 Trade restrictions, export controls and boycott

36 Intellectual property

38 Insider trading

40 External communications

DEFINITIONS USED IN THIS CODE OF CONDUCT

Executive Management means the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Executive Vice President Commercial, Executive Vice President Human Resources and General Counsel of the Company.

Company or Group or Subsea 7 means Subsea 7 S.A. and all of its direct and indirect subsidiaries.

Our people means all directors, officers, and employees of the Company.

REMEMBER: IF IN DOUBT, ALWAYS ASKBy following this Code, you will ensure that your business activities and decisions are in line with our Values and comply with law. We want you to know when and how an issue should be reported. And remember… if in doubt, always ask.

Be engaged... Be involved... Be

OUR CODE OF CONDUCT IS WHAT WE VALUE, HOW WE BEHAVE AND ULTIMATELY, HOW WE DO BUSINESS

The right thing isn’t always clear or easy; however we each have a role to play, which will ensure that we comply with our Code.

We extend this to those we work with whose standards are consistent with our own. Our Values describe what is critically important to us and about how we conduct our business - with each other, our customers, shareholders, communities, vendors, competitors and government.

This includes joint ventures, clients, sub-contractors, representatives and suppliers.

Without our Code - Subsea 7 will not be able to operate ethically, honestly and comply with law.

WHAT DO I DO IF I HAVE A PROBLEM?

The Subsea 7 Whistle Blowing Policy provides guidance on what to do if you have a serious concern – there are a number of options available to you:

• In general, first seek to address your concerns with your manager or supervisor.

• If you do not feel comfortable raising your question or concern in that way, contact our confidential reporting line.

As employees, we all have a responsibility to report any violations which we become aware of, whether they relate to the law or to company policy.

WHAT WILL HAPPEN?

We treat all reports seriously. We follow them up conscientiously, discreetly and without bias, and if appropriate, we report back to you.

OUR CODE APPLIES TO ALL OUR PEOPLE: ONSHORE, OFFSHORE, FULL-TIME, PART-TIME AND CONTRACT: ACROSS ALL SITES, IN ALL LOCATIONS, IN EVERY REGION - TO YOU

OUR CODE APPLIES TO YOU

WHAT TO DO ANDWHO OUR CODE APPLIES TO

THE SUBSEA 7 COMPLIANCE LINE

Our externally administered confidential reporting line is available to you 24 hours a day, 7 days a week and also by e-mail to [email protected]

Australia 1800 052 971

Brazil 0800 891 7813

France 0800 00 99 20

Netherlands 0800 020 1196

Norway 800 19821

Singapore 800 448 1542

UK 0800 055 6712

USA 877 224 3830

Other +44 207 696 5952

ENSURING CONFIDENTIALITY AND ANONYMITY

Reporting someone you work with for a potential violation can be a tough action to take, but we value your help.

We rely on you to use your judgement and your sense of right and wrong and, most importantly, when you feel that something may not be consistent with our Code, to raise a concern.

So you feel free to act with integrity, we prohibit retaliation against anyone raising a concern in good faith, and we provide ways for you to report concerns in a confidential and, where local laws permit, anonymous way.

FAILURE TO COMPLY

Anyone who violates our Code, associated policies, or applicable laws - whether knowingly or not - could damage the company and also be subject to personal legal liability and disciplinary action.

IF YOU HAVE A SERIOUS CONCERN, PLEASE SPEAK UP. I DID.

4 Subsea 7 - Our Code of Conduct 5

That’s Being 7

Jean CahuzacSubsea 7, Chief Executive Officer

December 2013

OUR VALUES ARE MORE THAN JUST WORDSWe have established a set of common Values which support our present and future business:

Safety

We are committed to an incident-free workplace, every day, everywhere. We continue to minimise the impact of our activities on the environment.

Integrity

We apply the highest ethical standards to everything we do. We believe that by treating our clients, people and suppliers fairly and with respect, we will earn their trust and build sustainable success together.

Innovation

We constantly strive to improve the efficiency of our business by investing in the development of our people and through innovation in technology, operations and processes.

Performance

We are predictable and reliable in our performance. We always strive for excellence in everything we do in order to achieve superior business results.

Collaboration

We are locally sensitive and globally aware. Our people work together, leveraging our global know-how and capabilities to build sustainable local businesses.

The Code of Conduct is designed to support the Subsea 7 Values and guide each of us to live these Values as we work.

Our Ethical Goals

Integrity is one of Subsea 7’s core values and we apply the highest ethical standards to everything we do. This Statement defines the Company’s goals in this area and the Rules of Conduct that will help us achieve our objectives.

• To treat our employees, clients, contractors and suppliers fairly and with respect.

• To conduct business with honesty and integrity and to compete fairly and ethically within the framework of all applicable laws.

• To create a high-quality, equal opportunity working environment for all our employees.

• To provide relevant information to shareholders and the financial community on a transparent, accurate and timely basis.

Our Code of Conduct sets out in detail how you should behave and what you should do if you are confronted with unethical behaviour.

Ethics Committee

The Company has an Ethics Committee which oversees all ethical matters. This Committee is attended by senior executives and establishes procedures and guiding principles as it deems necessary.

WHAT WE VALUE ANDHOW WE BEHAVE


Rules of Conduct

Rules of Conduct are designed to help the Company achieve its goals; every Subsea 7 Employee shall endeavour to follow them by -

• Complying with the law in all jurisdictions in which Subsea 7 operates.

• Not offering, requesting or accepting any benefit that could be seen to be disproportionately generous or might make the recipient act improperly.

• Not making use of insider or unpublished information to trade Subsea 7 or other company’s shares.

• Avoiding any situation in which personal financial, political or other interest may conflict with the interests of Subsea 7.

• Using best endeavours to prevent the inappropriate use or disclosure of any information of a confidential nature that he or she may have become aware of in the course of his or her employment with Subsea 7.

• Reporting to line management or the Compliance Line any behaviour that might not be in accordance with this Statement.

Our responsibility and accountability

Everyone working for Subsea 7 needs to understand our Code and is individually responsible for complying with its principles.

We must hold ourselves – as well as the people working with us – accountable for following the policies of Subsea 7 as well as the regulations from the countries where we operate. Commercial drivers or any other driver will not cause us to compromise on the way we act, and a proactive approach is expected to identify, report and address any concern that one may have.

It is my expectation as well as the expectation of the other Board Members of Subsea 7 S.A. that we all adhere strictly to this Code whatever our position is, no matter where we are located and work.

Living our Code day by day

To enable each one of us to better understand our Code we have provided you with more detail on our principles and how these should be applied day by day.

Our Code remains the same - I want to support you in doing the right thing – every day.

We are committed to eradicating corruption and other unethical conduct, and we will stand by you in acting ethically.

HOW WE DO BUSINESS - OUR CODE OF CONDUCT

DOING THE RIGHT THING EVERY DAY

The Company’s good reputation depends on every employee doing the right thing every day, but the right thing isn’t always clear — or easy.

Our Code of Conduct will provide you with an understanding of what is expected of you in each situation. It’s all about behaviour.


OUR PRINCIPLE:

Protection of health, safety and the prevention of pollution to the environment are primary goals of the Group. All of our people must conduct their duties and responsibilities in compliance with the Group’s HSEQ Policy Statement, Group Health, Safety, Environment and Security Handbook, applicable law(s) and industry standards relating to health and safety in the workplace and prevention of pollution to the environment.

WHAT WE MEAN:

Everyone has a part to play in managing safety. You are responsible for looking after your own safety and the safety of those around you. By keeping alert you can help to eliminate at-risk behaviours, correct unsafe conditions and contribute to safety at your worksite.

If you see something that looks unsafe, or an at-risk behaviour, approach co-workers and discuss it using questions. Then either stop it, correct it or bring it to the attention of somebody who can stop it and correct it. You should also recognise and comment on safe behaviour.

WHAT SHOULD I DO?

• Ensure you are aware of and comply with the heath and safety requirements at your work location—including standards, instructions, and procedures.

• Only undertake work for which you are trained, competent, medically fit, and sufficiently rested and alert to carry out.

• Stop any work that becomes unsafe and report it to your supervisor immediately.

• If you are unclear about your responsibilities in a given situation, ask for help from your supervisor.

WE NEVER:

• Act before thinking.

• Assume that someone else has reported, or will report, a risk or problem.

• Start a job if we don’t think a job can be done safely, without harming people or the environment.

• Ignore Group HSEQ policies.

EXAMPLE:

You are working on a project with a tight schedule. In order to meet the deadline your line manager puts pressure on you to use equipment which you’re not trained to use. You have seen others using the equipment and it doesn’t look too difficult so you consider whether you should do as your manager asks. However, being a Subsea 7 employee you know the importance of safety and tell your manager that it would not be safe for you to use the equipment without correct training. Your line manager had not realised that this was the case and thanks you for telling him/her.

HEALTH, SAFETY, ENVIRONMENT AND QUALITY (HSEQ)


HAVE I HAD THE RIGHT TRAINING TO USE THIS EQUIPMENT?

CONFIDENTIALITY


DO I NEED CONTRACTUAL PROTECTION BEFORE I HAND OVER THIS INFORMATION?

OUR PRINCIPLE:

None of our people shall make unauthorised use of, or divulge to any unauthorised person, and we shall all use our best endeavours to prevent the unauthorised use, publication or disclosure of any information of a confidential nature.

WHAT WE MEAN:

Confidential Information is:-

Information of a confidential nature concerning the business or financial condition of the Group, its clients’ current or prospective contracts, price lists and marketing information of the Group or any future or pending transactions involving the Group, including acquisitions or disposals by the Group, except to the extent that the divulgence of information has received the prior approval of Executive Management;

Information of a confidential nature concerning the business or financial condition or other information regarding any person or firm having dealings with the Group which is obtained directly or indirectly in circumstances in which the Group is subject to a duty of confidentiality in relation to that information;

Information of a personal and confidential nature concerning any colleagues or other individuals that may come to your knowledge during the course of, or in connection with, their employment with the Group.

WHAT SHOULD I DO?

• Contact your legal team with any doubts regarding use or disclosure of information.

• Report confidential information received in error and return it to its rightful owner.

• Ensure customers, suppliers and other third parties protect our confidential information.

WE NEVER:

• Leave sensitive information lying around or unsecured, or otherwise fail to take care of it.

• Use technologies or methods which are not protected or subject to safeguard when exchanging confidential information.

• Discuss confidential information where it may be overheard.

EXAMPLE:

At a meeting with a joint venture partner you are asked to provide some confidential information regarding Subsea 7 employee remuneration. You have the information with you but hesitate before you hand it over. However, being a Subsea 7 employee you know that confidential information should not be disclosed to third parties without first obtaining contractual protection.

PERSONAL INFORMATIONAND DATA PROTECTION

OUR PRINCIPLE:

We respect everyone’s right to privacy and are committed to complying with data protection and privacy laws.

WHAT WE MEAN:

The use, collection, disclosure, storage and disposal of personal information, i.e. information which can identify a person (for example names, addresses, dates of birth, medical information) is regulated by data protection and privacy laws. We work to ensure that appropriate standards of data protection are in place across all our businesses worldwide and those with access to such information must only use it in an authorised way. We must always comply with data protection laws applicable in countries where we operate, as well as our Global Data Protection Policy.

WHAT SHOULD I DO?

• Be aware of local laws relating to personal information and data protection. Consult your local legal team to identify any legal requirements that must be observed.

• Use appropriate physical and IT safeguards to prevent unauthorised parties from gaining access to personal information, especially sensitive information such as medical details.

• Promptly report any loss of personal information e.g. a laptop or memory stick containing personal confidential information.

WE NEVER:

• Gather, handle, store, use or share personal information unless it is necessary to do so.

• Seek access to personal information that we are not authorised to have.

• Provide personal information to anyone inside or outside of Subsea 7 without ensuring that it is appropriate and legal to do so.

EXAMPLE:

You find a document containing salary details of your manager left unattended at the photocopier. You know some of your colleagues would be interested in this information and you are tempted to show it to them. However, being a Subsea 7 employee you recognise that this is personal information and therefore should not be shared with anyone unless appropriate and necessary to do so. As it is not clear who the document belongs to, you destroy it and do not discuss the contents with anyone.

CAN I SHARE PERSONAL INFORMATION ABOUT COLLEAGUES?


ACCOUNTING AND FINANCIAL OBLIGATIONS

OUR PRINCIPLE:

Applicable laws and Group policy require the Group and each Group company to keep books and records that accurately and fairly reflect its transactions and its assets. In addition, each company in the Group must maintain a system of internal accounting controls that will ensure that its books and records are free from material misstatement whether due to fraud or error.

WHAT WE MEAN:

The Group and each Group company has in place policies and control procedures to ensure that only proper transactions are entered into by each company, that such transactions have proper management approval, that such transactions are properly accounted for in the books and records of the relevant company and that the reports and financial statements of each company are prepared in a timely way, are understandable and fully, fairly and accurately reflect such transactions. The Group’s policies and control procedures include those designed to prevent and detect fraudulent transactions. These policies and control procedures comply with all applicable laws and regulations including those applying to Subsea 7 S.A. as a result of its shares being listed on the Oslo Børs.

WHAT SHOULD I DO?

• Follow our accounting policies and procedures at all times. If you have any questions about records, accounting or reporting, consult with your Country Finance Director or Group Controller.

• If you have reasonable suspicions of any fraudulent transaction or potential financial control failure, this should be reported to your Country Finance Director, Group Controller or by using the Subsea 7 compliance line.

• If you are asked by any outside person, group, or agency to provide access to records or documents maintained by Subsea 7, you must first discuss this with your local legal team.

WE NEVER:

• Create or use cash or bank accounts which are not included in our accounting records.

• Make improper or questionable payments to customers or suppliers or make substantial cash payments on behalf of the Company.

• Record or authorise any transaction without reliable, objective evidence.

EXAMPLE:

A supplier asks for payments due under a purchase order to be paid to an account that has a different name to the supplier. You consider doing so as you assume that there must be a good explanation for the request. However, being a Subsea 7 employee you understand that before agreeing to a questionable payment of this nature, it is necessary that the company investigates and understands the reasons why this payment is appropriate, so you report the request to your Country Finance Director.


HOW SHOULD I RESPOND TO THIS REQUEST?

EMPLOYMENT PRACTICES

OUR PRINCIPLE:

Fair and Equal Treatment

The Group observes fair employment practices in every aspect of its business. The Group is committed to providing equal opportunity and fair treatment to all individuals on the basis of merit, without discrimination on the grounds of race, colour, religion, national origin, sex, pregnancy, age, disability, marital status, sexual orientation or any characteristics protected by applicable law. For further information, see the Group’s Equal Opportunities and Diversity in Employment Policy.

Respectful, Harassment-Free Workplace

The Group is dedicated to creating a high-quality working environment under which its people respect and trust each other such that everyone acts in an honest, friendly and proactive way with a responsible attitude and high moral standards. The Group will not tolerate bullying or harassment in any form including sexual, racial, ethnic and other forms of harassment.

WHAT WE MEAN:

Everyone (whether job applicants, clients, contractors, employees or members of the public) has a right to be treated with dignity and respect and Subsea 7 is committed to providing an inclusive working environment free from all forms of discrimination, harassment or bullying.

WHAT SHOULD I DO?

• Make sure you are familiar with our policy on equal opportunities and diversity. If you have any questions on this please contact your local HR department.

• Ensure that all your decisions and actions are based on unbiased and substantive information not personal bias or preconceived ideas.

• Treat people respectfully as you would want to be treated yourself.

• Ensure any behaviour you think could be bullying or harassment is properly addressed.

WE NEVER:

• Discriminate on the basis of any characteristic protected by law.

• Allow actions to be taken in the Group which deprive fellow workers of equal involvement.

• Victimise or retaliate against someone because they have made a complaint or allegation of discrimination.

EXAMPLE:

You are involved in the recruitment of a new team member. You have a friend who you are confident would be ideal for the role, and as you’ve known them for years you are confident in their abilities and don’t think it is necessary to use the usual recruitment procedure . However, as a Subsea 7 employee you understand and are committed to the principles of fair and equal treatment and you recognise that it would be unfair to other candidates to bypass the proper procedures. You follow the Subsea 7 procedure which includes the consideration of an internal candidate and you find a candidate who is extremely qualified for the role who you recommend for appointment.


WE VALUE OUR PEOPLE – THEY ARE OUR FUTURE

CONFLICTS OF INTEREST

OUR PRINCIPLE:

All our people must pay particular attention to conflict of interest issues. If you are faced with a situation in which your financial, political or other personal interest or those of individuals or entities close to you may conflict with the Group’s, you must report it immediately to your line manager in accordance with the Work Standard & Conduct Policy.

WHAT WE MEAN:

A conflict of interest would arise, for instance, if you:

• Offered a job to a member of your family.

• Carried on a business in your own time of a similar nature to your own work in the Company, while employed by the Company.

• Placed a contract, on behalf of the Company, with a supplier who was owned or managed by a close friend or family member.

You are not allowed to acquire an interest in or accept a position as consultant or a director or part-time employee with a competitor, supplier or client without the prior written agreement of your superior at a level not lower than a Senior Vice President or Executive Vice President.

WHAT SHOULD I DO?

• Be sensitive to conflicts of interest, including the appearance of conflicts of interest in connection with our work.

• Inform your manager immediately of any situation in which your personal interest or the interest of a close relation may be in conflict with the interests of Subsea 7.

WE NEVER:

• Let our relations with subcontractors or suppliers improperly influence the decisions we make for Subsea 7.

• Take part directly in the hiring or management of, or contracting with any member of your family.

• Use Subsea 7’s name or image for personal interest.

EXAMPLE:

You are reviewing a tender and see that one of the submissions is by a private company you own shares in. You know that winning the bid would be likely to cause your shares to increase in value and you are tempted to push the company forward. However, being a Subsea 7 employee you recognise that this is a conflict of interest so you inform your line manager and with his agreement withdraw from working on the tender.


I’M TOO CLOSE TO THIS PERSONALLY. SHOULD I ASK TO BE MOVED TO ANOTHER PROJECT?

BUSINESS PARTNERS (CLIENTS, SUPPLIERS, PARTNERS)

OUR PRINCIPLE:

The Group conducts its business with honesty and integrity and competes fairly and ethically within the framework of the law. The Group expects that all of its business partners have the same approach to business dealing.

WHAT WE MEAN:

The Group expects that its business partners agree to comply with our Code of Conduct or their own equivalent code of conduct.

WHAT SHOULD I DO?

• Ensure you work with supply chain management when retaining the services of any third party and follow the approved process for engaging with clients, suppliers and partners.

• Always act with honesty and integrity when working with business partners and make it clear that you expect the same from them.

• Be alert and report to your line manager any activity, or any suspicion of activity by business partners that is inconsistent with our Code.

WE NEVER:

• Enter into an agreement that does not have a clear and proper commercial rationale.

• Enter into a business relationship unless we are confident that our new business partner takes its ethical responsibilities seriously.

EXAMPLE:

A supplier on a project contacts the Subsea 7 Compliance Line anonymously giving information about another supplier on the same project who is operating in a way that does not comply with our Values. It is alleged that the supplier is forcing its staff to work for a salary below the national minimum wage and at the same time certifying to Subsea 7 that it is compliant with local rules. Following an investigation by our internal audit department, the supplier agrees to rectify the situation and we apply regular monitoring to ensure that this commitment is followed through.

WE ARE WORKING WITH A SUPPLIER ON A SUBSEA 7 PROJECT AND IT SEEMS THEY ARE NOT COMPLYING WITH OUR CODE. WHAT DO I DO?


BRIBERY AND CORRUPTION

OUR PRINCIPLE:

Subsea 7 is committed to the prevention of corruption and will not tolerate bribery (including so-called Facilitation Payments). We do not offer, give or receive bribes or improper payments, or participate in any kind of corrupt activity either directly or through any third party.

WHAT WE MEAN:

Our policy is straightforward. We will not offer, give or receive bribes, or make or accept improper payments to obtain new business, retain existing business,

or secure any improper advantage, and we won’t use or permit others to do such things for us. It is better to miss out on the business or lose money.

WHAT SHOULD I DO?

• Avoid even the appearance of wrongdoing: an allegation of bribery or corruption could have a negative impact upon our reputation.

• Notify your line manager of any attempts to bribe us, or to solicit bribes from us, even if it is just a suspicion.

WE CONDUCT OUR BUSINESS WITH HONESTY AND INTEGRITY

WE NEVER:

• Take part or allow our business to be involved in any type of corrupt behaviour.

• Deliberately ignore or fail to report, i.e. “turn a blind eye” to an indication of an improper payment.

• Make facilitation payments - which are typically small-value payments made to officials (or others) to secure or expedite the performance of a routine or necessary action to which the payer is already entitled.

EXAMPLE:

Subsea 7 has submitted a tender for an important job. At an industry promotional event a senior manager of the client approaches you and indicates that for a small payment he will ensure that the contract gets awarded to Subsea 7. You have put a lot of work into the tender and really want Subsea 7 to win so that you get the recognition you deserve… However, being a Subsea 7 employee you recognise that the client has made an attempt to solicit a bribe and you report the conversation to your line manager.


DEALINGS WITH PUBLIC OFFICIALS

OUR PRINCIPLE:

Most countries where the Group does business have laws which place criminal sanctions on individuals who engage in bribery of public officials. For this reason we closely monitor all dealings with public officials.

It is permissible to pay travel and lodging expenses for public officials that are directly related to the promotion of products or services, provided such arrangement is approved in advance by both the Chief Operating Officer and the Group Head of Compliance and Ethics.

WHAT WE MEAN:

Other than in an official capacity we shall not pay money to any public official. This prohibition extends to payments to consultants, agents or other intermediaries when we know or have reason to believe that some part of the payment will be used to bribe or otherwise influence a public official.

By public official we mean:

• Any officials, whether elected or appointed, who hold a legislative, administrative or judicial position of any kind.

• Any person who performs public functions in any department, agency or branch of a national, local or municipal government.

• Any political party or official thereof or any candidate for political office.

• Any person who exercises a public function for any public agency or public enterprise, such as professionals working for public health agencies and officers exercising public functions in state-owned enterprises.

• Any officer, director, agent or employee of a public international organisation, such as the World Trade Organisation, the European Union, or the UN.

WHAT SHOULD I DO?

• Refuse all requests for payments and benefits to be provided to public officials, which are not legitimate, published government levies or fees.

• Seek approval from the Chief Operating Officer and the Group Head of Compliance and Ethics before agreeing to pay for or reimburse travel or lodging expenses.

WE NEVER:

• Engage public officials to provide services outside of their normal function.

• Offer gifts and hospitality to a public official without first obtaining approval from both the Chief Operating Officer and the Group Head of Compliance and Ethics.

EXAMPLE:

You are dealing with the local forwarding agent at a remote harbour to which equipment is shipped. The agent tells you that a public official at the port is requesting that a payment of $10 is expected to be made to them for every Subsea 7 shipment allowed to enter the port. However, being a Subsea 7 employee you know that no payment is to be made. You report the matter to the Region VP or SVP and the Group Head of Compliance and Ethics.


WE COMPLY WITH THE LAW EVEN IF A PUBLIC OFFICIAL THREATENS TO DISRUPT OUR PROJECT

GIFTS, AND HOSPITALITY

OUR PRINCIPLE:

No gift or hospitality may be offered to or requested or accepted from any third party if it could be seen to be disproportionately generous or as something which may induce the recipient to reciprocate by improperly performing his or her function.

WHAT WE MEAN:

Gifts and hospitality are a normal and important part of building business relationships. However we need to be careful that the giving and receiving of legitimate business gifts and hospitality does not and cannot be perceived to have any form of corrupt or improper motive. We all must therefore comply with the Group’s Policy on Gifts and Hospitality, which clarifies exactly what is appropriate and ensures that we will all use business gifts and hospitality in accordance with the law.

WHAT SHOULD I DO?

• Consider the possible motive behind any gift or hospitality – could it be an attempt to influence your business decisions?

• Ensure you are familiar with the policy on gifts and hospitality.

• Be transparent - make a record on the Register of Gifts and Hospitality summarising what was offered or accepted.

WE NEVER:

• Offer or accept gifts or hospitality without thinking carefully about whether it is permissible to do so under the Policy.

• Allow gifts or hospitality to be offered or accepted by parties who are engaged in an active tender or competitive bidding process.

• Offer or accept cash or a cash equivalent as a gift.

EXAMPLE:

You receive an invitation to an expensive motor racing event from a supplier who is involved in a tender for a Subsea 7 project. You enjoy motor sports and would very much like to attend. However, being a Subsea 7 employee you know that it is not appropriate to accept this offer. If this supplier were to go on to win the bid, it might be perceived that Subsea 7’s decision-making had been influenced by the supplier’s generosity.

I MAKE A RECORD OF ALL GIFTS AND HOSPITALITY, WHETHER RECEIVED OR GIVEN


COMMUNITY ENGAGEMENT,CHARITABLE DONATIONS ANDPOLITICAL CONTRIBUTIONS

OUR PRINCIPLE:

The Group respects and promotes harmonious working relationships with the local communities where it operates, but refrains from participating in local politics. Our people are only permitted to utilise Group assets or resources for charitable donations subject to the authorisation by the appropriate level of management. Depending upon the nature of the activity and the amount involved, this will usually be the Country Vice President or Region Senior Vice President or Vice President.

The Group does not make political contributions. This includes a prohibition on the use of Group resources and facilities as well as cash for political activities.

WHAT WE MEAN:

We want to have a positive and beneficial effect on the communities we live and work in, so people are better off because of us. We actively participate in local communities and charitable activities.

We also encourage our employees, where safety considerations allow, to devote time to good causes during working hours.

WHAT SHOULD I DO?

• As an individual you are entitled to make personal donations and participate in political or charitable activities for any causes you believe in. All we ask is that you make it clear you are acting in a personal capacity.

• Explain clearly that you represent only your own personal views when you participate in any political activities.

WE NEVER:

• Respond to requests for political or charitable contributions from clients or suppliers or to solicitation for financing or a donation which could be interpreted as funding a political party.

• Use or allow the use of Subsea 7’s assets or resources (phones, IT, meeting rooms, etc.) for a political campaign, party or candidate.

• Set up charitable community activities on behalf of Subsea 7 without authorisation from the appropriate level of management.

EXAMPLE:

You are running a marathon in aid of a charity and you want to raise money through sponsorship. You think the most effective way to do this is to send a request to everyone on your email contact list, which includes some clients and suppliers. However, being a Subsea 7 employee you recognise that this may give the impression that you are asking for support on behalf of Subsea 7. You therefore decide that it is more appropriate to ask only close Subsea 7 colleagues.


WHAT IS THE RIGHT WAY TO ASK FOR SPONSORSHIP?

COMPETITION AND ANTITRUST

OUR PRINCIPLE:

The Group’s established policy is to comply fully with the competition and antitrust laws in all jurisdictions in which the Group operates.

WHAT WE MEAN:

Although there are legitimate business reasons to have contacts (meetings or discussions) with competitors which are permitted under the laws of the US, EU and most other jurisdictions, some contact and cooperation could be anti-competitive. You can also find further information about this within the Anti-trust Competition Compliance policy.

Our Code is not intended as a comprehensive review of the numerous competition and antitrust laws that apply to Subsea 7’s business dealings. It is not a substitute for expert advice. If you have questions or doubts concerning any specific situation, you should contact the legal department before taking action.

WHAT SHOULD I DO?

• Take care dealing with competitors, as any kind of agreement with them can raise competition concerns.

• Report any suspicions or allegations of possible anti-competitive behaviour to a member of our legal team or to our Group Head of Compliance and Ethics.

WE NEVER:

• Discuss the following with our competitors:

- Price fixing (apart from sublets, period charters or short-term service supplies between the parties), including the amount of the Company’s or the competitor’s proposed bid for specific business;

- Allocating markets or clients among them (including whether to bid on specific business);

- Constraining supply (including any confidential decisions to enter or depart from specific trades or businesses).

• Stay in any meeting involving a competitor where they begin to discuss prices, terms or any other prohibited topic.

EXAMPLE:

You are working on a bid for a new project. You have a friend who does a similar job for one of Subsea 7’s competitors and you think that he may be working on the same bid. You’re unsure how to price the bid so you consider calling him to get some ideas. However, being a Subsea 7 employee you quickly dismiss this idea as you know that you cannot discuss pricing with competitors because price fixing is illegal and therefore not tolerated at Subsea 7. SHOULD I DISCUSS THIS?


TRADE RESTRICTIONS, EXPORT CONTROLS AND BOYCOTT

OUR PRINCIPLE:

Trade sanctions are used by governments to ensure all or certain businesses are not transacted with targeted countries, regimes or designated persons. The Group’s policy is to respect all trade sanctions and export controls imposed by recognised national and international authorities which apply to its business.

WHAT WE MEAN:

Export controls are legislated at both an international and local country level to control exports of goods, software and technology and transmissions of software or technology by electronic media, overseas access to emails and intranets, fax or telephone and we all must therefore comply with the applicable licencing system to allow the regulated export of such “controlled items”.

WHAT SHOULD I DO?

• If you are regularly involved in export or import, be thoroughly familiar with Government prohibitions and source specific information regarding them and contact your local export control specialist.

• If you have any questions or concerns you should contact the legal department before taking action.

WE NEVER:

• Engage in any export/import transaction without being certain that:

- A licence is not required or that the transaction is not prohibited.

- If required, you have applied for and received all regulatory approvals.

- You have received all required licences.

EXAMPLE:

You are involved in a project where an ROV breaks down. Upon investigation it transpires that there is a problem with one of the thrusters, and the project will not be able to continue until this can be replaced. From previous experience you know that thrusters need to be imported and a specific licence is required. You also know that it can take several weeks to obtain a licence. This is a serious concern, as the business cannot afford to wait. However, being a Subsea 7 employee, you considered licence requirements at the outset of the project with the legal team. So the appropriate licence is already in place and the delay to the project is minimal.

DO I HAVE ALL OF THE REQUIRED LICENCES?


INTELLECTUAL PROPERTY

OUR PRINCIPLE:

‘Intellectual Property’ is the term used to describe assets such as patents, trademarks, design rights, copyright, ideas and know how. These are valuable assets of the Group, just as much as vessels and buildings. Intellectual property of the Group shall be protected.

WHAT WE MEAN:

The Group is committed to making the best use of its Intellectual Property and respecting the Intellectual Property of others such as its customers and suppliers.

WHAT SHOULD I DO?

• Comply with specific restrictions placed on the use and/or transfer of company Intellectual Property.

• Follow established guidelines and procedures for the approval of dealings with any third parties that involve Intellectual Property.

• Protect all new technology developments made during or as a result of employment by Subsea 7 and contact the Intellectual Property department for specific advice on how to do so.

WE NEVER:

• Infringe the Intellectual Property rights of others by unauthorised copying of materials such as downloading unlicensed software onto company computers.

• Use Intellectual Property for purposes other than legitimate company business.

EXAMPLE:

You are working on a design for a new engineering project. You are having trouble finding a cost-effective solution, but you know that by using a proprietary method developed by your former employer you could quickly propose a cost effective solution. However, being a Subsea 7 employee you quickly dismiss this idea, as you know that to use your former employer’s solution could be an infringement of their intellectual property rights. You therefore develop a cost-effective solution of your own, even though it takes longer.

DO I HAVE THE RIGHTS TO USE THIS?


INSIDER TRADING

OUR PRINCIPLE:

The use of inside or unpublished information relating to the Group in buying or selling Subsea 7 S.A. shares is illegal and strictly forbidden.

WHAT WE MEAN:

Individuals who from time to time have access to sensitive information are designated as “Insiders” and are subject to restrictions. In addition, Company Directors and certain individuals with frequent access to sensitive information are designated “Primary Insiders” and are subject to enhanced restrictions. Details of the restrictions are contained in the Group’s policy in relation to Insider Trading.

WHAT SHOULD I DO?

• Be alert to sensitive information which may have an impact on the value of shares in Subsea 7 and protect such information from accidental disclosure.

• Ensure that your immediate family is aware that insider trading rules also apply to them.

WE NEVER:

• Trade in Subsea 7 shares if we possess non-public information about Subsea 7 which could influence the price of the shares.

• Encourage family members or friends to trade in shares in Subsea 7 based on non-public information that we possess about Subsea 7 which could influence the price of the shares.

EXAMPLE:

You have been asked to review some highly sensitive, non-public documents relating to a project that is going much better than expected. It is obvious that, when this information becomes public, it will cause a big increase in Subsea 7’s share value. You think about quickly buying some Subsea 7 shares and suggesting your friends and family do the same. However, being a Subsea 7 employee you immediately dismiss this idea, as you know that these actions would be classed as insider trading, which is illegal and not tolerated by Subsea 7.

IT IS WRONG TO USE INSIDE INFORMATION


EXTERNAL COMMUNICATIONS

OUR PRINCIPLE:

The Group places a high value on its credibility and reputation. What is written or said about the Group in the news, media and investment community directly impacts its reputation, positively or negatively. The Group’s policy is to provide timely, accurate and complete information in response to public requests (media, analysts, investors, etc.), consistent with its obligations to maintain the confidentiality of competitive and proprietary information and to prevent selective disclosure of market-sensitive financial data.

WHAT WE MEAN:

Only the Chief Executive Officer, the Chief Financial Officer (or their nominee) or Investor Relations are authorised to disclose information about the Group in response to requests from shareholders, potential investors, analysts, fund managers, the wider investment community, stock exchanges and financial media (“Investment Community”) or communicate directly with the Investment Community.

To support the business, the Region VP or SVP, Country VPs and Heads of Business Lines, such as i-Tech, will be authorised to communicate with the media and industry-specific publications, on a case-by-case basis. In such instances, support will be provided by Corporate Communications in conjunction with Investor Relations.

In addition, all communication with and/or requests for information about the Company from non-Investment Community external parties such as the general public, general media, industry and community groups, or clients and suppliers must be reviewed and authorised by Corporate Communications.

WHAT SHOULD I DO?

• Follow our Media Relations process.

• Contact Corporate or Local Communications if you are approached by the media.

• Contact Investor Relations if you are approached by an investor.

WE NEVER:

• Respond to the media, regulators, government agencies or other external enquiries about non-publically available information without express permission.

• Express our personal views in a way that might lead them to be interpreted as the Group’s views.

EXAMPLE:

You are asked by an investor to provide the latest Subsea 7 financial statement. You ask Investor Relations to supply this information and receive a report that is nearly three months old. You have however seen a more recent financial statement circulating and you consider sending this as you know it’s due to be published anyway. However, being a Subsea 7 Employee, you dismiss the idea as you know that it is not permissible to disclose unauthorised information. In addition, as a listed company Subsea 7 must comply with a number of laws and regulations which means that the release of official documents are specifically timed and reported to comply with these laws.


I SEEK PERMISSION FOR ANY DISCUSSIONS I HAVE EXTERNALLY

WE ALWAYS DO WHAT IS RIGHT

AND REMEMBER... IF IN DOUBT, ALWAYS ASK

Our independent confidential reporting line is available to you 24 hours a day, 7 days a week and also by e-mail at [email protected]

code of conduct - subsea 7 … · 10 health, safety, environment and quality (hseq) 12...

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