Code of Conduct

1 Our values
2 A letter from the CEO
3 Understanding the Code
3.1 Purpose and scope
3.2 Content and responsibility
4 Operating principles
4.1 Where to seek guidance
4.2 Report your concerns on the Integrity Channel
4.3 Disciplinary actions and criminal sanctions
4.4 Training and monitoring
5 People
5.1 Human rights & Aker BP’s working environment
5.2 Diversity and equal opportunities
5.3 Anti-harassment and intimidation
5.4 Trade unions
6 Integrity
6.1 Aker BP Representatives and Business Partners
6.2 Anti-corruption
6.3 Gifts and hospitality
6.4 Money laundering
6.5 Conflicts of interest
6.6 Insider trading
6.7 Fair competition
6.8 Trade laws and sanctions
7 Safeguarding Aker BP’s assets & interests
7.1 Asset and information security
7.2 Maintain accurate and complete information and records
7.3 External communications
8 Privacy
9 Health, Safety & Environment (HSE)
10 Corporate Social Responsibility (CSR)

1 Our values

Aker BP ASA’s (“Aker BP”) goal is to create the leading independent offshore E&P company. We are what we repeatedly do. Excellence is not an act, but a habit. Our Business Management System sets out the goal that every employee habitually acts according to our core values manifested in a set of tenets and guidelines.

Our core values are:

 

ENQUIRING (SØKENDE)
We are curious and aiming for new and better solutions

RESPONSIBLE (ANSVARLIG)
We put safety first and strive to create value for our owners and for society

PREDICTABLE (FORUTSIGBAR)
We build trust and reputation through predictability and consistent behaviour

COMMITTED (ENGASJERT)
We are committed to each other, to Aker BP and society

RESPECTFUL (RESPEKTFULL)
We have high ethical standards. We have respect for those we work with and value diversity

2 A letter from the CEO

Karl Johnny Hersvik
Aker BP CEO

Dear colleagues,
Excellence is not an act, but a habit. Having a robust, fair and ethically responsible approach to all aspects of how Aker BP conducts business is integral to our success. This Code of Conduct is our guide to excellence. It is also a public declaration that we, as a company, and each and every one of us individually are committed to doing what is right in business.

This Code of Conduct is compulsory reading for all Aker BP employees and those acting on our behalf. We have zero tolerance for corruption at Aker BP and we are fully committed to living up to our values and reputation as a competent, reliable and ethical player on the Norwegian Continental Shelf. This reputation is dependent on all of us making sure that the values and commitments set out in this Code of Conduct are second nature. I therefore ask you to do the following:

Firstly, make yourselves comfortable with the Code of Conduct and be vocal about the expectations the Code of Conduct sets out in all aspects of your work, not least when dealing with our business partners.

Secondly, if you have any doubts about what the right thing to do is in any given situation, please seek guidance from your line manager, the Compliance Officer or the Legal department.

Lastly, always speak up when you become aware of any behaviour that goes against these values and principles or where you suspect a breach of this Code of Conduct.

Karl Johnny Hersvik
February 2018

3 Understanding the Code

3.1 Purpose and scope

Aker BP’s Code of Conduct (the “Code”) is our public commitment to conduct our business with integrity. The Code aims to build trust and demonstrate our commitment to being a respected and trusted business.

The Code applies to Aker BP’s directors, officers and employees, as well as those acting for or on behalf of Aker BP (including hired-in personnel, consultants, agents and other intermediaries) (“Aker BP Representatives”). The Code gives the Aker BP Representatives the guidance and support needed to conduct Aker BP’s business in an ethical manner and in compliance with applicable laws, rules and regulations, as well as internationally accepted guidelines, conventions or similar relating to corruption, money laundering, fraud, slavery, environment, human rights, or similar activities (“Applicable Rules”).

Aker BP has business relationships in many forms and areas. We refer to the entities, organizations and individuals with whom we do business as “Business Partners”. This includes partners in operated licenses, joint venture partners, entities and individuals who act on behalf of Aker BP, such as agents, distributors and other intermediaries, suppliers, subcontractors and all other third parties with whom we contract or have another type of business relationship. Our commitment to conduct our business with integrity applies similarly to all our business relationships with all of our Business Partners. We strive to ensure that they share our commitment to safety, integrity, ethics and compliance. This involves that we always follow the process for integrity due diligence investigations and monitoring of potential and existing Business Partners set out in Aker BP’s Business Partner Integrity Process. We expect all Business Partners to adhere to standards which are consistent with this Code, as well as Applicable Rules.

3.2 Content and responsibility

This Code is Aker BP’s main governance tool and is intended to be a resource to help Aker BP Representatives to act in accordance with Aker BP’s core values.

All Aker BP Representatives agree to uphold Aker BP’s commitment to conduct our business with integrity, by following this Code as well as Applicable Rules. A failure to follow this Code and/or Applicable Rules will be considered misconduct, which could result in disciplinary actions being taken – including termination of employment – and the case may be reported to the authorities.

The Code does not cover every possible eventuality, so you, as Aker BP Representatives, must use good judgement and seek further advice when you have any questions or concerns.

Our Code includes references to relevant Aker BP policies, processes and procedures and other useful resources and tools, which provide additional, more detailed guidance for expected business conduct. Together with the Code, these form Aker BP’s governance system.

The owner of the Code is the Board of Directors of Aker BP. The Compliance Officer is the functional owner and is responsible for the maintenance, communication and monitoring of the Code, including implementing changes in Applicable Rules. The CEO of Aker BP is ultimately responsible for the implementation of the Code and for the monitoring of its operational effectiveness. Aker BP’s CEO, General Counsel or Vice President for Human Resources must approve all deviations from this Code.

Aker BP Representatives’ responsibilities

  • Read and be familiar with the Code, as well as other relevant Aker BP policies, processes and procedures
  • Act in a way which is consistent with Aker BP’s core values and this Code, and which is safe, ethical, with integrity and in compliance with Applicable Rules. When in doubt about the appropriate way to act, disclose the issue to your line manager and discuss it openly
  • Raise questions or concerns if you become aware of possible infringements of the Code or Applicable Rules
  • Participate in required ethics and compliance training
  • In the event of an audit, cooperate fully with the relevant investigation

Additional manager responsibilities

  • Lead by example and be a role model for the members of your team
  • Help your team members to understand Aker BP’s core values, the Code and Applicable Rules. Assist them in implementing this in the way the team works.
  • Create an environment that is respectful and inclusive, and where people feel comfortable speaking up and asking questions without risk of retaliation
  • Be consistent when enforcing the Code and hold people accountable for their behavior at work

4 Operating principles

4.1 Where to seek guidance

It is important that no Aker BP Representative hesitates to seek guidance in case of uncertainty in respect of compliance with this Code or other Aker BP policies, processes and procedures.

Where this Code does not answer your questions, guidance may be sought from line managers, others from the executive management, Aker BP’s Legal department or the Compliance Officer.

4.2 Report your concerns on the Integrity Channel

How can you speak up when you see something that is not in line with Aker BP’s core values and which could potentially be harmful, unsafe or unethical?

Any suspicion of unethical conduct, which is in breach of this Code, Aker BP’s policies, processes, procedures and/or any Applicable Rules, must be reported to your line manager without delay. If your line manager fails to recognise the seriousness of the matter or appears to be involved in the unethical conduct, consider one of the other options illustrated in the diagram below. If you are not able to speak to your line manager, a support function or the top management, you must report the suspicion on the Integrity Channel, which you can find on the Aker BP intranet. You may choose to be anonymous.

Anyone who reports such matters will be protected. The management is obliged to ensure that such cases are handled in an adequate manner and in accordance with our fundamental ethical norms. Aker BP will not impose any form of retaliation against anyone for making a good-faith report. All reports of suspected violations will be taken seriously and will be followed up, as appropriate.

4.3 Disciplinary actions and criminal sanctions

Aker BP will not accept any violation of Applicable Rules or of this Code, and we take appropriate actions to mitigate such violation. Properly founded allegations or evidence of violations of Applicable Rules or this Code will result in investigations which will result in disciplinary actions if allegations are proved. Disciplinary actions will range from verbal warnings (from line managers or HR) to dismissal. Aker BP will also support criminal investigations and prosecutions when relevant.

Any violations of Applicable Rules may expose both companies and individuals to civil and criminal penalties, such as fines and/or imprisonment.

4.4 Training and monitoring

All managers in Aker BP are responsible for leading by example and ensuring compliance with this Code and the policies, processes and procedures set out in Aker BP’s Business Management System.

The Compliance Officer is responsible for monitoring compliance through a variety of means, including mandatory training, reviewing reports from managers and conducting investigations. Aker BP will periodically arrange independent audits to be carried out in order to provide additional assurance for the executive management and the Board.

The Compliance Officer and the General Counsel will periodically report to the Board on the level of compliance within the company and our operations as well as the outcome from investigations into suspected or actual breaches of the Code.

5 People

5.1 Human rights & Aker BP’s working environment

Aker BP aims to conduct its business in a manner which respects the human rights and dignity of people. Aker BP supports and acknowledges the fundamental principles of human and labour rights as defined in the Universal Declaration of Human Rights and the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work.

We can all contribute to eliminating human rights abuses such as child labour, human trafficking and forced labour. When considering new investments or when tendering for goods and services, we review any associated human rights issues and consider how we can ensure that our operations do not come into conflict with any of these fundamental human rights principles

How does this apply to you?

  • Respect the human rights and dignity of all people
  • Report any human or labour rights abuse in our operations or those of our Business Partners

5.2 Diversity and equal opportunities

Aker BP is committed to ensuring that the unique contributions each employee brings to the company are encouraged. In order to ensure that everyone can make full use of their talents we must welcome, listen to and respect the ideas of people from different backgrounds.

Work-related decisions should be based on merit, rather than gender, national origin, religion, ethnic background, race, colour, age, sexual orientation, gender identity, marital status, disability or any other characteristic protected by Applicable Rules.

How does this apply to you?

  • Treat everyone with dignity, fairness and respect
  • Base your work-related decisions on merit, rather than any other characteristic that result in compromising the principle of equality
  • Encourage and listen to those who speak up

5.3 Anti-harassment and intimidation

It is a fundamental principle at Aker BP that everyone is treated with fairness, respect and dignity. We do not tolerate any form of abuse, harassment, intimidation, degrading treatment or sexually offensive behaviour by or towards employees or others affected by our operations. Comments or any other forms of offensive messages, derogatory remarks or inappropriate jokes are unacceptable.

How does this apply to you?

  • Take steps to create a good working environment – free from all harassment
  • Never engage in abuse, harassment, bullying, workplace violence, sexual offensive behaviour or other behaviour that colleagues or Business Partners may regard as threatening or degrading
  • Offensive messages, derogatory remarks and inappropriate jokes are never acceptable
  • Respect other people’s customs and culture

5.4 Trade unions

Aker BP acknowledges its employees’ rights to form and join trade unions, and equally their right to remain non-unionised. The company aims to communicate and consult with employees and their trade unions on relevant matters.

6 Integrity

6.1 Aker BP Representatives and Business Partners

Aker BP’s reputation relies on the collective behaviour of all Aker BP Representatives and our Business Partners. Aker BP expects that everyone who works for, or on behalf of, the company will do so with integrity and in accordance with Applicable Rules, as well as this Code. We seek to work with others who share our commitment to ethics and compliance, and we shall clearly communicate our expectations to all Business Partners. We manage risk through performing integrity due diligence investigations on our Business Partners, and monitor their compliance where necessary.

How does this apply to you?

  • Before you establish or amend any business relationship, you must follow Aker BP’s Business Partner Integrity Process
  • Agree on contractual obligations regarding compliance where applicable
  • Clearly communicate our expectations to our Business Partners, and monitor their compliance where necessary
  • Take appropriate measures if our Business Partners do not meet our expectations, and report any misconduct

6.2 Anti-corruption

We do not tolerate any form of corruption in our business operations. Each and every one of us must comply with Applicable Rules relating to anti-corruption as well as actively strive to make sure our Business Partners share this commitment. We shall operate in an open and transparent manner. Engaging in corruption may not only have serious effects on Aker BP, but also on the individual and may result in criminal charges, penalties or sanctions. Aker BP Representatives shall not, either directly or indirectly through a third party, offer, give, accept, receive, request or agree to receive any form of improper advantage of any kind. An improper advantage is an advantage which has no legitimate business purpose and which is normally given to influence the recipient for an improper purpose, including to obtain or retain business or any business advantage. However, the intention to influence is not a condition for an advantage to be assessed as improper, and the properness of an advantage must be assessed in the specific case.

It is important to keep in mind that improper advantages do not only come in the form of monetary gifts, but can include such things as travel, accommodation, access to assets, favourable terms on products or services, an offer for a job for a family member or a loan.

There are particularly large risks associated with providing any form of advantage or benefit to a public official. A facilitation payment is a – normally – small amount paid to a public official to secure or expedite the performance of a routine government action that the official is obliged to perform without receiving such payment, and to which the payer has legal or other entitlement. The payment is usually a cash payment, but could also involve other benefits or favours. Aker BP does not permit facilitation payments being paid no matter how small these may be. However, if you genuinely feel that your or another’s life, health or safety is at risk, and you have no other alternative but to make the payment, you may pay the minimum amount possible to remove the risk to your being. Any such situations must be reported to the Compliance Officer as soon as possible.

Aker BP’s Anti-Corruption Policy sets out in more detail the expectations which the company has to the actions of Aker BP Representatives and Business Partners.

How does this apply to you?

  • Make sure you know who you are doing business with by following Aker BP’s Business Partner Integrity Process
  • Do not offer or accept any bribes, facilitation payments, kickbacks or other forms of improper payments or advantages
  • Payments extorted from you under threat of life, health or safety, when you have no other alternative but to make the payment, are allowed, but you must report such payments immediately
  • Make yourself acquainted with Aker BP’s Anti-Corruption Policy and how this applies to you

6.3 Gifts and hospitality

The offering, giving, acceptance or receipt of gifts and hospitality may be regarded as corruption in certain situations.

A gift can be anything of value, and the value does not need to be high. Irrespective of the value, gifts may have the appearance of an advantage. As a general rule, Aker BP Representatives shall not offer, give, accept or receive gifts, except for promotional items of minimal value. Aker BP’s no gift policy is further explained in the Anti-Corruption Policy.

Offering or accepting hospitality, such as social events, meals and entertainment, may however be acceptable if there is a clear business rationale behind it, and provided that the cost of such hospitality is reasonable. All Aker BP Representatives must exercise caution and good judgment in relation to the reasonableness and proportionality of offering or accepting hospitality.

Aker BP Representatives must never request or solicit gifts or hospitality from business relations or third parties seeking to do business with Aker BP.

All gifts, except promotional items of minimal value, and all hospitality must be registered in Aker BP’s Gifts and Hospitality Register, which can be found on the Aker BP intranet. This includes gifts and hospitality that have been offered to you but which you have declined or returned. Aker BP’s Anti-Corruption Policy sets out in more detail the expectations which the company has to the actions of the Aker BP Representatives. Contact the Compliance Officer if you have any doubts regarding whether a gift or offer of hospitality is acceptable.

How does this apply to you?

  • Never offer or accept gifts, except for promotional items of minimal value. Any gifts must be properly registered in the Gifts and Hospitality Register
  • Before accepting or offering hospitality, ensure that it is in line with the Hospitality section of our Anti-Corruption Policy. Written approval from your line manager or the Compliance Officer is required unless the hospitality is clearly acceptable
  • Ask yourself how the acceptance or offer would be perceived by others and never offer or accept anything that is or could be perceived as an improper advantage
  • Ensure that all acceptance and offering of hospitality is open, transparent and properly documented in the Gifts and Hospitality Register

6.4 Money laundering

Money laundering is when a person or party hides illegally acquired funds – money or all other forms of assets – or tries to make such funds look legitimate. Money laundering also includes the use of legitimate funds to support criminal activity or terrorism.

Aker BP is firmly opposed to all forms of money laundering. In order to avoid being involved in money laundering, all Aker BP Representatives shall ensure that Aker BP’s Business Partner Integrity Process is followed and that all concerns are reported in accordance with our reporting procedure set out in section 4 of this Code (Report your concerns on the Integrity Channel).

How does this apply to you?

  • Make sure you know who you are doing business with by performing integrity due diligence investigations on Business Partners in accordance with Aker BP’s Business Partner Integrity Process
  • Be attentive to attempts to make payments in cash or otherwise unusual banking arrangements
  • Raise concerns where you see them

You should seek advice from the Compliance Officer or Aker BP’s Legal department if you need a better understanding of money laundering and how to mitigate such risk to Aker BP.

6.5 Conflicts of interest

Aker BP Representatives shall act impartially in all business matters. A conflict of interest may occur where your personal interests or activities may impact your ability to make objective decisions on behalf of Aker BP. Such interests or activities can include financial interests in other companies or in transactions, personal relationships, including but not limited to immediate family, or any other interests or relationships that could improperly affect our judgement and decision-making.

Where you suspect that a situation could create a conflict of interest, or even the appearance of a conflict, you should disclose this to your line manager in writing. Transparency allows Aker BP to better address the situation.

How does this apply to you?

  • Be aware that there are many different ways in which conflicts of interest can occur
  • Do not work in connection with any Aker BP transaction or project in which you, your partner, close relative or any other person with whom you or the above-mentioned persons have close relations has a financial interest
  • Disclose situations that might create conflict – or even the appearance of a conflict – to your line manager

6.6 Insider trading

Aker BP is a publicly listed company on the Oslo Stock Exchange and is therefore subject to various laws and regulations regarding the sale and purchase of publicly listed securities, such as shares and bonds, also called insider trading. If you are in possession of information which is not publically available or commonly known and which is likely to have a significant effect on the price of the shares (or other financial instruments) of a listed company, you must not buy or sell shares or other securities in the relevant company, or provide others with investment advice. You must further keep such information confidential, also with regards to other Aker BP Representatives unless these need it for their work for Aker BP and have been authorised by the information owner. The above principles also apply if the information has been acquired incidentally. Any breaches of insider trading laws and regulations could have serious effects on both Aker BP as well as the individual and may result in criminal charges, penalties or sanctions.

Aker BP’s management as well as business unit managers are under an obligation to continuously assess whether insider information exists, and are subsequently obliged to inform Aker BP’s inside group as soon as possible.

All Aker BP Representatives must make themselves comfortable with the Aker BP Insider Manual, which can be found in the Business Management System.

How does this apply to you?

  • Make yourself comfortable with the Insider Manual and how it applies to you
  • You and your close family must refrain from trading securities in any listed company when in possession of inside information
  • Keep inside information confidential, also with regards to other Aker BP Representatives
  • Holders of inside information relevant for the share price of Aker BP must be listed in Aker BP’s insider listing system
  • Always contact Aker BP’s Legal department or Investor Relations department for advice where there is a risk of insider trading
  • Remember that these rules continue to apply even if you are no longer an Aker BP Representative

6.7 Fair competition

Aker BP shall compete in a fair and ethically justifiable manner, and we do not tolerate any violations of Applicable Rules relating to competition. We do not engage in or tolerate anyone who engages in anti-competitive behaviour, such as price fixing, bid rigging, market sharing or abuse of market power. In order to ensure that Aker BP meets its commitment to protect fair and open competition, it is important that you seek advice from Aker BP’s Legal department if you have any questions or concerns regarding risks of antitrust or competition exposure for Aker BP.

How does this apply to you?

  • Do not agree to any form of cooperation on price fixing, illegal market manipulation (such as allocating markets by territory, by products or by customers) or restricting supply of goods or services
  • Never share non-public commercially sensitive information with competitors. Be vigilant of situations where such information can be exchanges, and speak up against disclosure of information by others

6.8 Trade laws and sanctions

Aker BP has a duty to abide by trade laws and regulations where these apply to our operations, including export and import laws and regulations, and sanctions regimes. Sanctions are complex, so if you are involved in a transaction or negotiations with entities or persons that are from sanctioned countries or that are otherwise designated for sanctions, you should contact the Compliance Officer or Aker BP’s Legal department for guidance.

How does this apply to you?

  • Business Partners, existing and potential, who are from sanctioned countries or who are otherwise designated for sanctions should be screened against relevant restricted parties’ lists
  • Seek advice from the Compliance Officer or Aker BP’s Legal department if you believe your dealings might be subject to trade laws/regulations or sanctions regimes

7 Safeguarding Aker BP’s assets & interests

7.1 Asset and information security

We trust you with Aker BP’s assets so that you can effectively do your work. It is important that we all act in a manner which ensures that Aker BP’s assets are not damaged, misused or lost. Aker BP’s assets include licenses, facilities, property, equipment, computers, IT systems, information and funds. Aker BP’s assets shall only be used for legitimate business purposes and by authorized personnel.

Breaches in our information security systems can damage our business, have significant consequences for our ability to retain a competitive advantage in the market but also constitute a breach of law. All Aker BP Representatives have a duty to detect and report threats to our information security, to keep Aker BP’s information and systems protected against any unauthorised disclosure or use, and to actively work to prevent unauthorised access or loss thereof. These principles also apply to confidential information which Aker BP has received from a third party.

All treatment of Aker BP’s information shall be in accordance with the Information Security Specification available in the Business Management System.

How does this apply to you?

  • Make sure no company assets are damaged, lost or misused
  • Make sure your user IDs and passwords are secure
  • Never use your personal email to send or receive Aker BP internal information
  • Be vigilant against cyber-attacks and scams, and report any incidents immediately
  • Handle Aker BP information with care. Do not share Aker BP information in public forums or on social media
  • Guard Aker BP’s intellectual property
  • You are responsible for your visitors at Aker BP’s premises throughout their stay
  • Contact security@akerbp.com for any questions or clarifications

7.2 Maintain accurate and complete information and records

Aker BP is committed to providing a correct and understandable picture of our business. We communicate relevant business information in full and on a timely basis to employees and stakeholders, as well as Business Partners, government officials, the financial markets and the public. Both financial and non-financial information shall be recorded completely, accurately and objectively, and in accordance with Applicable Rules relating to accounting and relevant accounting standards.

How does this apply to you?

  • The data and information you submit in our books and records must be accurate, complete and reliable, and in accordance with Applicable Rules relating to accounting and relevant accounting standards
  • Never enter false or misleading information in our books and records, or otherwise provide such information to Aker BP or any third parties

7.3 External communications

Aker BP’s public communications shall be clear, open and accurate, and with a view to strengthening Aker BP’s vision, values, strategy, goals and reputation. No unauthorised persons may communicate with the media, including postings on social media, or to the market on behalf of Aker BP. Any information to shareholders and the market as a whole must be dealt with through the Investor Relations department in accordance with Aker BP’s Managing Communication Policy in the Business Management System.

Aker BP has social media accounts that are used by the Communication department to publish news, recruitment opportunities and relevant updates on business activities. Only permitted personnel within the Communication department are permitted to make any postings on these social media platforms. Any private use of social media must not breach confidentiality obligations and should not compromise Aker BP’s reputation or business interests.

Aker BP maintains a neutral position with respect to politics and will only participate in public debates where this is deemed to be in Aker BP’s interest. Aker BP Representatives have the right to personally participate in the political process. This must, however, be done in a way that makes it clear that your personal views and actions are not those of Aker BP. You should talk to your line manager if any political activity might have an impact on Aker BP or on your work.

How does this apply to you?

  • Do not speak on Aker BP’s behalf unless authorised to do so
  • Exercise good judgement when you use social media
  • Adhere to confidentiality obligations when you use social media – do not share Aker BP information
  • Show respect towards Aker BP, your colleagues and Business Partners in all external communications

8 Privacy

Aker BP respects the privacy of its employees and will only use personal information in accordance with Applicable Rules relating to privacy and to the extent needed to operate effectively. Access to personal information is restricted and will only be accessible when there is a legitimate need by Aker BP Representatives with the required authorisations.

9 Health, Safety & Environment (HSE)

As mentioned in the introduction to this Code, we are what we repeatedly do. Our goal is that every Aker BP Representative habitually acts according to our core values and this Code.

Aker BP strives to execute operations in a way that avoids harm, damage and injuries to persons, the environment and financial assets, avoids work-related illness ensuing from operations and ensures the technical integrity of our facilities.

Aker BP’s HSE Policy describes the vision, mission and the personal commitments that are expected from every Aker BP Representative. The HSE Policy is part of Aker BP’s cultural framework, and is available in the Business Management System.

10 Corporate Social Responsibility (CSR)

Aker BP’s objective is to have a CSR program which facilitates our ability to achieve our vision of creating the leading independent offshore E&P company. Aker BP’s reputation is based on how we safeguard our social responsibility. Everything that Aker BP does should be to the common interest of our owners, partners and the society. We aim to earn and maintain the support of society through responsible and sustainable operations and our constant focus on safety, rigorous risk management and compliance with the applicable regulatory framework.

For more information on this subject, please contact the CSR team.