Code of Conduct
Table of contents 1 Preface... 2 2 Equal opportunities/harassment... 3 3 Conflict of interest... 3 4 Donations and social responsibility... 3 5 Bribery and corruption... 3 6 Hospitality, business entertainment and gifts... 4 7 Health, Safety and Environment... 4 8 Insider Trading... 4 9 Communication/data privacy... 5 10 Trade compliance... 5 11 Financial integrity and tax... 5 12 Copy rights, licences, trademarks and patents, IP... 6 13 Organization and structure... 6 1
1 Preface Schoeller-Bleckmann Oilfield Equipment AG (SBO) is the global market leader in high-precision components for the oilfield service industry and a first-tier supplier of drilling motors, downhole tools and well completion technologies. The present Code of Conduct is based on, respectively has to be seen in conjunction with SBO's Mission Statement, SBO's Ethics Policy, SBO's Anti Bribery Guideline, SBO's Memorandum about Insider Information and SBO's Security Policy. SBO's Code of Conduct shall assist in complying with all applicable laws, rules and regulations. Should these be less strict than our internal guidelines, SBO's guidelines apply. It incorporates our basic standards of ethical and legal behaviour, promotes sustainable handling of resources, as well as integrity and honesty. We encourage each employee to seek appropriate advice if there is any doubt regarding lawfulness and appropriateness of proprosed actions and questions. This guideline shall also provide a sound basis for cooperating with our business partners in regards of integrity, ethical behaviour and legal matters. We will make our commercial representatives and agents aware of this guideline and expect them to act accordingly. Likewise SBO's business partners' compliance guidelines have to be considered and honoured as well. We see SBO's Code of Conduct as a crucial part of our business activities, sound basis for our competitiveness and long-term safeguarding of SBO's assets and in particular our global market-leader position. Each executive, manager, supervisor and employee has to act accordingly and support us in embedding a sustainable awareness. Ternitz/Austria, 29/06/2015 Gerald Grohmann, CEO Franz Gritsch, CFO 2
2 Equal opportunities/harassment SBO commits itself in respecting and protecting human rights, we don't accept any form of discrimination due to race, color, sex and religion or any other characteristic. Offering equal opportunities to everybody is self-evident. We prohibit all forms of unlawful harassment, either physically or verbally; in particular all forms of sexual harassment. 3 Conflict of interest Conflicts of interest arising from personal, social, financial or any other kind of reason interfering SBO's interests is not accepted. SBO's interests always have absolute priority. Business decisions need to be based on traceable and objective parameters. Favoritism due to any kind of personal relationships is strictly prohibited. Participating in any activity supporting SBO's competitors has to be omitted. Disclose to SBO's Code of Conduct Officer all conflicts and avoid situations that create the appearance of a conflict of interest. If you have any doubt ask your principal or contact SBO's Code of Conduct Officer. 4 Donations and social responsibility We see supporting and promoting regional social projects, donating to charitable organizations and supporting the local community as our social responsibility. Presidents/Managing Directors have to decide locally which project or organization is supported in which form. 5 Bribery and corruption SBO's Anti Bribery Guideline shows our clear commitment to zero tolerance against any form of bribery, facilitation payments, kickbacks, any form of corrupt payment and improper conduct. We promote a fair competition and expect each employee to act accordingly. Each employee was made aware of this guideline and is obliged to act accordingly. Any violation of our Anti Bribery Guideline will not be tolerated and result in rigorous disciplinary actions. It has to be assured that none of SBO's customers, suppliers and business partners appears on a black list published by European Union, United States, United Nations or World Bank. 3
6 Hospitality, business entertainment and gifts Hospitality and all forms of business entertainment including food, beverage, events and gifts have to clearly relate to business purposes, be reasonable, be within the bounds of good taste and according to local customs and practices. If the bounds of good taste or what is considered to be local custom or practice is exceeded, the entertainment, invitation or gift has to be refused and the employee's supervisor has to be informed, respectively it is not allowed to offer such kind of entertainment, invitation or gift to our business partners. Such an incident has to be included in the annual Code of Conduct Report drawn up by the local Code of Conduct Coordinator. 7 Health, Safety and Environment According to our sustainability report adopting a responsible attitude to the environment in dealing with our employees, customers and suppliers and assuming responsibility towards society as a major industrial enterprise has become daily practice at SBO. We define as minimum requirement Occupational Health and Safety Assessment Series (OHSAS). We commit ourselves to comply with all applicable national and international HSE rules, directives and procedures. Each facility is autonomously responsible for having an appropriate HSE program in place and to maintain and promote the highest industry standards and to consider local laws, rules and regulations. Each individual entering one of SBO's facilities has to accept these rules and act accordingly. Consuming alcohol or any form of drugs on location, as well as when driving to and from work, is strictly prohibited. 8 Insider Trading SBO is quoted on the Vienna Stock Exchange and listed in the Austrian ATX bluechip index. SBO complies with the Austrian Corporate Governance Codex and all relevant laws, rules and regulation regarding publically listed companies. We promote a fair trade of our shares and an open and transparent communication with our share- respectively stakeholders. Any form of non-public or inside information relating to SBO's financial position or business activities that has not publicly been disclosed and might have an effect on SBO's shares, has to be kept strictly confidential. 4
For that purpose SBO has issued a respective Memorandum about Insider Information, which obliges all employees dealing with compliance relevant information not to abuse such knowledge for insider trading. 9 Communication/data privacy SBO's, SBO-employees' and customers' data have to be protected and a proper use, collection and storage of data has to be assured. Internal and external communication in particular regarding SBO's business, products, customers, stakeholders and business partners has to be accurate and forthright. Any form of false, misleading, derogatory or defamatory oral or written information is prohibited. 10 Trade compliance SBO provides its products and services globally. Complying with all applicable trade control laws and regulations, following national and international trade regulations and embargos and respecting all import and export restrictions we see as a crucial part of our business. Due to the complexity of this subject, freight forwarders, specialized in international transports, are used to provide support and know how respectively carrying out the necessary paper-work and shipment. National and international customs' laws governing imports and exports are fully obeyed. 11 Financial integrity and tax Financial information has to be transparent, complete, accurate and according to national and international GAAP and reporting standards. All shareholders are treated equally. We provide a reliable basis for internal purposes but also for our business partners, investors and shareholders. SBO and its subsidiaries have to fully comply with all relevant national and international tax and levy regulations. Appropriate processes and procedures have to be implemented and clear responsibilities have to be determined. SBO doesn't set any activities for the purpose of tax avoidance in tax havens. Any form of non-compliance might cause severe financial and legal penalties, therefore high accuracy of the underlying accounting system, high quality of any relevant information, documentation, traceability and compliance with deadlines is crucial. 5
12 Copy rights, licences, trademarks and patents, IP Respecting valid copy rights, licence agreements, trademarks and patents is a sound part of our business ethics. Only software with a valid licence is allowed to be installed on the companies' computers. Protecting SBO's and our customers intellectual property is required by each employee. Any form of disregarding will entail severe disciplinary and legal actions. 13 Organization and structure This Code of Conduct is applicable for all SBO subsidiaries and shall provide a sound basis for creating appropriate local Code of Conduct structures including assigning a local Code of Conduct coordinator. Structures, processes and responsibilities have be accordingly documented. A written notification of each individual employee has to be available. Proof of a written notification has to be kept on file. Each significant incident, concern, violation or suggestions has to be reported ad hoc by the local Code of Conduct Coordinator to the Code of Conduct Officer. Each subsidiary has to provide an annual written Code of Conduct Report at the end of each fiscal year. Anyone reporting incidents, concerns, violations or suggestions in good faith is protected from retaliation and all information will be treated with the utmost discretion. An evaluation of each incident, concern or violation will be performed and depending on the severity appropriate sustainable actions will be taken. These actions can range from a verbal warning up to indemnification claims or legal proceedings. SBO's compliance program has a risk based approach, designed to prevent proactively, detect immediately and react accordingly. SBO's Code of Conduct shall provide the conditions to meet SBO's, its customers', shareholders' and stakeholders' expectations and to assure full compliance with all laws, rules and regulations. Demand orientated respectively event related training will be given. 6