Code of Conduct

 

1. INTRODUCTION ......................................................................................................................................2

2. OUR VALUES AND WHAT WE SHOULD EXPECT FROM EACH OTHER ...........................................3

   1. 2.1  Value: Solution Oriented - expectations.........................................................................................3

   2. 2.2  Value: Proactive - expectations......................................................................................................3

   3. 2.3  Value: Enthusiastic - expectations .................................................................................................3

3. COMPLIANCE WITH LAWS AND REGULATIONS.................................................................................3

4. RESPECT FOR HUMAN RIGHTS AND MODERN SLAVERY................................................................3

5. HEALTH, SAFETY AND THE ENVIRONMENT .......................................................................................4

6. DRUG AND ALCOHOL ABUSE ...............................................................................................................4

7. THE ENVIRONMENT AND CORPORATE SOCIAL RESPONSIBILITY .................................................4

8. BUSINESS PARTNERS...........................................................................................................................4

9. FAIR COMPETITION ...............................................................................................................................4

10. RESPECT YOUR COLLEAGUES............................................................................................................5

11. DUTY OF CONFIDENTIALITY .................................................................................................................5

12. CYBER SECURITY ..................................................................................................................................5

13. CONFLICTS OF INTEREST ....................................................................................................................5

14. ANTI-CORRUPTION AND BUSINESS HOSPITALITY EXPENSES.......................................................5

 

 

1. Introduction

Dear colleagues,

Pearl Group always endeavours to be solution-orientated, proactive, and enthusiastic in how we relate to each other, our customers and our partners. In addition, we undertake to ensure the compliance with certain requirements, values and ethical standards set forth in this Code of Conduct. All employees must act in accordance with this Code of Conduct.

This Code of Conduct describes the rules and ethical standards we follow in Pearl, it reflects our essential values and expectations. Furthermore, it provides guidelines on how we should behave towards our colleagues, partners and customers. We expect you to read these guidelines carefully and to act in accordance with its principles.

The Code of Conduct is based on leading international standards for responsible business conduct, including the UN Global Compact and the UN Guiding Principles on Business and Human Rights. The principles established in this Code of Conduct apply to all employees, board members, owner representatives, independent contractors and consultants, partners, and customers. If Pearl engages someone on our behalf, we always request the service provider, agent, or consultant to act in accordance with the Code of Conduct as well. Alternatively, they must show that they are bound by other guidelines that provide equal values.

Most employees will come across ethical and moral dilemmas during their employment. The management is aware of this and invites you to speak about such dilemmas openly. You may discuss with the management at all times. Do not hesitate to seek advice from your line manager if you are in doubt as to whether you are in line with the principles set forth in this Code of Conduct. An open and honest discussion contributes to ensuring that we all behave in the same way – in accordance with our principles.

To safeguard the values of Pearl Group, we encourage you to submit a notification if you have reason to suspect breaches of the Code of Conduct, or if you identify breaches of the Code of Conduct. In such cases, we encourage you to follow the procedures described in the Whistleblower Policy.

You are required to read the Code of Conduct and confirm in writing that you will comply with it.

Yours sincerely,

Geir Thoresen, CEO Pearl Group AS

 

2. Our values and what we should expect from each other

Our values serve as guidelines and expectations for our personal conduct, relationships with colleagues and relationships with and work for our clients. Our expectations to you as a colleague are:

1) Solution oriented

2) Proactive

3) Enthusiastic

2.1 Value: Solution Oriented - expectations

Pearl expect all employees to drive a solution-oriented attitude, and always help our customers analyse and find solutions to all challenges. For a Pearl representative, no challenge is to small, to complex or not possible to solve.

2.2 Value: Proactive - expectations

Pearl expect all employees to be proactive in their daily attitude and strive to be upfront each potential challenge. A proactive attitude is crucial to deliver top-level and future-oriented operations and deliverables across our portfolio of services and solutions.

2.3 Value: Enthusiastic - expectations

Pearl work very hard to make every day filled with enthusiasm and energy for both our customers, our employees in all business units, and all others partners we cooperate with in the way. Our employees is expected to meet colleagues, customers and partners with enthusiasm and spirit.

We simply think it strengthen our deliveries, increase quality and how we as a company perform every day.

3. Compliance with laws and regulations

Pearl Group aim to be fully compliant. To achieve this goal, we are dependent on you. Firstly, you have to comply with the law, i.e. acts, regulations, and injunctions. Furthermore, we expect you to comply with all our internal guidelines, including the principles set forth in this Code of Conduct. We do not allow any deviations from this principle and we do not differentiate between significant and less significant laws and regulations. If you are in doubt as to whether an action or a decision is in accordance with law or internal guidelines, please seek advice.

4. Respect for human rights and modern slavery

We support and respect the internationally recognized human rights encoded in international, national, and internal conventions and guidelines. All our employees are required to ensure and respect these fundamental values. The protection and promotion of human rights are not only the responsibility of the authorities.

Although human rights may seem symbolic and vague, it is important to keep in mind that human rights may be relevant in your daily work – especially in regard to data protection rules and rules regarding health, safety and the environment for workers. We aim to be a company where everyone complies with these standards.

Pearl Group is committed to counter modern slavery. We support and acknowledge national and international employee rights, including the freedom to form unions and the right to collective bargaining.

 

Furthermore, we recognize that all people are born free and equal, and will refrain from all discrimination based on gender, age, ethnicity, religion, disability, union membership, political affiliation or sexual orientation. We have a zero tolerance for child labour and forced labour, including slavery and human trafficking, at any stage of our activities, or in the activities of our suppliers. We aim at reducing the risk of social dumping in regard to our own employees, or the employees of our suppliers.

5. Health, safety and the environment

We seek to ensure that all employees have a safe and healthy working environment and are committed to safeguarding your health and well-being.

There are several laws and regulations pertaining health, safety and the environment (HSE) in the workplace, and we will always aim to comply with these. As an employee, you are required to study and follow guidelines and procedures concerning HSE that apply to you at work. It is also your responsibility to collaborate with the persons responsible for HSE in the company. During joint projects, you may also be asked to comply with instructions from other companies in relation to HSE.

If you notice potential HSE breaches or HSE breaches, you are required to report it to your line manager without undue delay. If you believe that the work you are performing is unsafe, you have an obligation to discontinue the work. For further information on the notification procedures in such cases, please refer to the company's Whistleblower Policy.

6. Drug and alcohol abuse

The company has a zero tolerance for drug and alcohol abuse at work. We are all responsible for ensuring that we have a drug- and alcohol-free workplace. The serving of alcohol at social events are allowed if appropriate.

7. The environment and corporate social responsibility

We aim at complying with laws and regulations regarding environmental protection. We take corporate social responsibility seriously and, through our activities, contribute to a sustainable economic, social, and environmental development. Environmental considerations shall always be taken into account in all procurement and decision-making.

We have introduced several initiatives in order to reduce our environmental impact. The measures include waste reduction, waste sorting, and reduced power consumption. We frequently monitor and evaluate our environmental impact and expect you to contribute towards our environmental goals.

It is important to remember that we all have an obligation to protect the environment. Should you become aware of environmental breaches, we strongly encourage you to notify your line manager.

8. Business partners

We have several business partners, which are important to our success. The term "business partner" includes our partners, suppliers, contractors, customers, consultants, etc. We aim at maintaining a good business relationship with our business partners, characterized by openness and professionalism. It is important that they are treated well both before, during, and after our cooperation.

It is important to take into account that we may be identified with our business partners and their activities. If the business partner has a negative reputation, this may have undesirable consequences for Pearl Group. Therefore, it is very important to choose our business partners carefully. This applies to all matters and is especially important when business partners perform work or services on our behalf. Before engaging a business partner, you must perform a due diligence of the business partner's activities.

9. Fair competition

The Company is required to act in accordance with any competition and antitrust laws. We are of the opinion that competition should be transparent and fair in all markets. We do not allow anti-competitive practices. Breaches of competition law entail severe sanctions and may injure our reputation.

The term "anti-competitive practices" shall be understood to mean agreements with a competitor to fix or align prices, share or distribute markets, rig tenders or limit or reduce supply to customers. Agreements that impose restrictions on customers and suppliers may also be regarded as anti-competitive. Furthermore, the

 

exchange of certain information can be considered anti-competitive. You are not allowed to share sensitive information with competitors and receive such information in return.

If you have any doubts as to whether a practice is anti-competitive, you should seek advice. Should you become aware of potential breaches, or breaches, of competition laws, please seek advice.

10. Respect your colleagues

We aim at ensuring a satisfactory and professional working environment for all employees and it is very important to us that our employees reach their potential and feel respected at work. To reach this goal, we depend on you to act in accordance with our values: to be solution-oriented, proactive, and enthusiastic, and comply with this Code of Conduct. We also encourage constructive and fair feedback. All employees are entitled to provide feedback in this manner, and we invite you to do it for your own personal development.

Harassment, discrimination, and bullying are strictly prohibited. There is no exception to this principle. All employees should behave respectfully to others.

We will recruit, select, promote, and reward our employees based on qualifications, capabilities, performance, or other criteria in a professional manner. We will make certain that no one experiences discrimination in such processes.

11. Duty of confidentiality

We manage sensitive data and confidential information, such as intellectual property, trade secrets, business opportunity information, customer lists, pricing and other information regarding our business activities. We process and store this data and information properly to prevent security risks and breaches of confidentiality. We have a Cyber Security Policy, which we comply with in relation to all data and information; see section 12. We are all responsible for ensuring that our data and information are not abused or destroyed.

You must ensure that such information is kept confidential and you must always comply with your confidentiality agreement with Pearl Group. The duty of confidentiality applies during your employment and continues to apply after your employment has been terminated. It is prohibited to use the information received during your employment for your own personal gains.

12. Cyber security

The object of the obligations relating to cyber security is to reduce the risk of information security breaches and personal data breaches. The instructions are described in "Guidelines for using PC and mobile devices in Pearl", "Information Security Policy" and "Information Security in Pearl". Please study these guidelines carefully.

13. Conflicts of interest

We are aware that conflicts of interest may arise during your employment. The term "conflict of interest" indicates situations in which an employee or the organization has multiple interests and where the serving of one interest may adversely affect another. We expect you not to make decisions influenced by your own advantage and to always act in the interests of Pearl Group.

Generally, we aim to avoid conflicts of interest. In some situations, it is not easy to determine whether there is a conflict of interest. You should take into account that situations, in which something appears to be a conflict of interest, may be damaging to the company's interests, even if it is not technically a conflict of interest. Therefore, it is important that you endeavour to identify potential conflicts of interest. If you are in doubt, do not hesitate to contact your line manager or the management.

14. Anti-corruption and business hospitality expenses

We have a zero-tolerance for all forms of corruption. Corruption undermines legitimate business activities. The prohibition against corruption is encoded in applicable local and international law. We expect all employees to always comply with all the rules and principles set forth in our Code of Conduct regarding corruption. If you fail to comply with the laws and / or principles of the Code of Conduct regarding corruption, this constitutes a serious breach of your duties towards Pearl Group. Breaches may have serious consequences, such as prosecution and / or termination of employment.

 

There are two situations where issues regarding corruption arise:

• -  when an employee, for himself / herself or others, demands, receives or accepts an offer of an improper advantage in connection with the conduct of a position, an office or performance of an assignment, or

• -  when an employee gives or offers any person an improper advantage in connection with the conduct of a position, an office or performance of an assignment,

  Both of these situations are strictly prohibited under this Code of Conduct.

  In order to prevent corruption, it is important that all sales and marketing activities, coverage of third parties' expenses, and contract performance on behalf of Pearl Group are transparent.

  We have implemented several measures to ensure that our business partners do not engage in corrupt or other unethical practices. Should you become aware of, or have reason to suspect, breaches of the laws or guidelines concerning corruption, you must notify your line manager in accordance with the Whistleblower Policy.

  As a main rule, we are careful to offer or accept hospitality or gifts from our business partners or others. Such expenses may be considered as bribes. It is strictly prohibited to offer such hospitality or gifts with the intention of affecting a decision-maker. Cash or cash equivalents must never be offered, given, or received.

  Some gifts and business hospitality expenses are acceptable, if they are reasonable, proportionate and not extravagant. You must ask your line manager or management if such gifts and hospitality are acceptable.

  Please read our "Anti-corruption Policy" for further information about anti-corruption and hospitality expenses.