Code of conduct for Norse Energy Corp. ASA
This present Code of Conduct has been established in 2006 and adopted by the Board of Directors (the Board) of Norse Energy Corp. ASA (hereafter Norse Energy or the Company).
It applies to all employees, members of management, the Board and associates (wholly or partly owned subsidiaries).
Norse Energy's Code of Conduct establishes the general guidelines to be observed to meet the Company's culture, which focuses on high ethical standards,professionalism, respect, honesty, transparency, loyalty and trust throughout all levels of the organization.
Norse Energy's Code of Conduct explains, in general terms, the ethical standards we request in all our business behavior, attitude and performance, and shall reflect as well as promote our core values and promises in our actions towards colleagues, business partners and the society at large.
We shall, at all times, strive to exercise good judgment, care and consideration in our sincere intention to obtain the best result for all parties involved.
Norse Energy's Code of Conduct is both an external (defined as: towards customers, business partners, owners, society etc) and an internal responsibility (defined as: towards colleagues and the Norse Energy "family" etc.)
2. Environment, Health and Safety - Human Values
Norse Energy is a global organization and shall comply with international Human Rights.
We value all employees, our human capital, as our key resource.
We shall all value and respect our individual abilities and differences and embrace a diversified working environment. We do not accept, in any form, harassment, discrimination, intimidation or other behavior that may be regarded as disrespectful, threatening or degrading.
We shall, both as individuals and as a Company, treat all colleagues and employees fairly, and hereby contribute to sustainable development of the individual and our business.
The safety of our employees has the highest priority, and we aim to continuously maintain, improve and develop healthy working environment/conditions.
Norse Energy is a drug-free workplace. The Company does not accept selling, distributing, using, or encouraging others to use illegal drugs in a manner that can place the user, Norse Energy or any of its business associates in an unfavorable light. The Company will fully cooperate with Authorities in the fight against illegal drugs.
Our Management team and leaders at all levels act as role models for the organization and shall be aware of their leadership philosophy, attitude and behavior, and focus hereof in order to fulfill the Company's responsibilities to the employees.
Norse Energy believes that value-driven leadership encourages and inspires the employees, generating development, security and a better working environment internally, as well as a stronger reputation externally.
Norse Energy Management shall act in a way which fosters loyalty, and promotes apt (correct) decision-making throughout the organization.
We are a highly professional organization with a long history of good reputationto take care of. To nourish and enhance this reputation, all employees,management, Board and associates must do their utmost to deliver top quality services and performances at all times, and continuously maintain and nurse our common Company culture. We should all be proud of who we are and what we do.
We must all strive to act responsibly and avoid harm to the environment by complying with, and using high standards, for the benefit of our global environment, and furthermore aim to successively improve our environmental standards over time.
3. Business loyalty, integrity and economic values
Norse Energy respects the individual employee's right to a private life, active social life and private interests, but demands openness and loyalty to NorseEnergy and its interests. Our employees, the Board, management and associates must not take actions, nor have any interests, which interfere with the Company's interests, or which makes it difficult to perform and deliver our services objectively and efficiently.
Any direct or indirect offer, promise, giving or demand for gifts, bribes,kickbacks or other unlawful advantages to secure business, improper preference or personal advantages, is unacceptable practice. Gifts or other favors to business associates shall comply with accepted business conduct and applicable laws cf. item 4.
Transparency and openness throughout the organization in relation to procedures and practices is necessary in order for corrective measures to be taken when needed.
We should all strive to ensure both short and long-term development and protection of the economic values of the Company through professional, diligent and truthful execution of the daily work.
Each and everyone should know the limits of their authority and at no time make decisions that go beyond this authority.
Should anyone become aware of an infringement of Norse Energy's rules or this Code of Conduct, or if anyone is uncertain whether a particular activity is legally or ethically acceptable, one should consult or report this to the immediate superior. If this is not possible one should contact the person responsible for Human Resources, or a member of the Audit Committee (AC) or the Board of Norse Energy.
4. Laws and regulations of business practice
Norse Energy practices an open book management and it is our aim that the Company is managed in an orderly manner. We must at all times strive to comply with applicable national and international laws and regulations - of applicable jurisdictions - and demonstrate sensitivity to local culture and custom, within the norms of generally accepted business conduct.
We support free enterprise and seek to compete in a fair and ethically sound manner.
No employee or others acting on behalf of Norse Energy may make any arrangement or enter into any agreement contrary to the competition laws applicable.
Norse Energy's accounting shall ensure that all transactions, payments, receipts and assets are correctly reflected in the books. All annual or interim accounts or any other forms of financial reporting must be correctly registered and duly documented in accordance with applicable laws and accounting practices.
5. Confidentiality and intellectual property
Every employee and business associate has a duty of confidentiality.
Physical, financial and intellectual assets, as well as all kinds of information and innovative ideas, are valuable assets to Norse Energy and may be used for Company purposes only, and hence be properly managed and protected as such.
Our policy of transparency shall not, however, prevent appropriate protection of information that may be of value to our business interests. Nor shall it constrict our confidentiality obligations towards our business partners.
6. Insider information - restrictions
Norse Energy is a public listed company. Both the Company itself, its employees,members of the Board, as well as associates acting on behalf of the Company, are therefore subject to strict rules. These rules concern the proper handling of all non-public information issued by the Company, or learned through our work within Norse Energy, which, if publicly known, is liable to influence the market price of the shares, or other financial instruments, and which an investor/private person would be likely to use as part of, or basis for, his investment decision ("Inside information").
Hence you must:
- refrain from disclosing inside information to others
- refrain from trading on the basis of inside information
- refrain from providing advice concerning trade in financial instruments on the basis of inside information
We refer to the internal regulations Norse Energy has issued for the Company's primary insiders as well as all employees wishing to trade in Norse Energy or other securities - Directives for Norse Energy Corp. ASA on trading in the company's own shares and bonds.
7. Communication and contact with the media
All external communication takes place in accordance with established Company guidelines, which clearly define who is authorized to speak on behalf of the Company.
All communication from Norse Energy shall be reliable and correct, clear and consistent, and reflect our company identity by maintaining high professional and ethical standards.
Communication with the media and the public, shareholders or financial markets shall take place in accordance with established company guidelines and routines,based on the principle of, and demand for, equal treatment of all shareholders,and satisfy the regulations and practices applicable to publicly listed companies.
8. Internal Control
Norse Energy's internal control is a process carried out by, and is the responsibility of the Board and the Management, in addition to other employees to ensure:
- the effectiveness and efficiency of operations - (which includes safeguarding assets and resources and adequate performance measurements),
- the timeliness and reliability of financial reporting (which includes the preparation of reliable financial statements in line with the Company's accounting standards),
- compliance with applicable laws and regulations.
This Code of Conduct essentially describes the principles for everyday life within the Norse Energy culture. Thus, it reflects not only our attitudes and values, but our policies and procedures as well.
It is every manager's responsibility to ensure that each person within their division, is aware of, and is encouraged to live up to these guidelines - but we all share the responsibility for complying with this Code of Conduct and for further developing our value driven Norse Energy corporate culture.
Violation of this Code of Conduct may in accordance with relevant legislation,lead to internal disciplinary actions, dismissal or in worst case even criminal prosecution.
10. No Rights Created
This Code of Conduct is a statement of certain fundamental Norse Energy principles, policies and procedures that govern the Company's employees and Board members. It does not create any rights for any customer, supplier,competitor, shareholder or any other person or entity.
Norse Energy Corp. ASA Board of Directors, 2006