Introduction

This document of NMT International Shipping B.V. sets out the Code of Conduct observed by all directors and employees of the NMT Group (“NMT”). All directors and employees are expected to perform their day-to-day business activities in compliance with applicable laws, company regulations and social and ethical norms stated in this underlying Code of Conduct. This code of conduct contains four main topics: legal compliance, the way we do business, our working environment and confidential information.

All employees and consultants (referred to as employees below) and the Board of Directors in NMT Group shall follow this Code of Conduct, and no one in the organisation has the mandate to authorise exceptions from the Code of Conduct. It is our responsibility to ensure that we comply with all applicable laws and local practices. We have policies in place to help us being compliant that are mandatory to follow, but there are also procedures and instructions to help us follow the policies as well as this Code of Conduct.

Situations may occur where no specific guidelines exist. In such cases, conduct should be in the spirit of this Code of Conduct.
This Code of Conduct contains rules for how we do business, however, it cannot describe every real situation that may arise. Questions to ask if you are in doubt:

• Is it against the law?

• Is it against our company values?

• Is it unethical?

• Could it harm the reputation of NMT?

• Would you be embarrassed if you tell your relatives or read about it in the media?

If the answer is yes, stop and consult your manager, who can help you find a way to handle the situation.

We expect the same high requirements and standards from our suppliers, subcontractors, agents, joint ventures, customers and other business partners as on our own operations. When we evaluate and select business partners, we also assess their ability to apply the requirements of our Code of Conduct. Any business partner who does not meet and respect these standards runs a risk of being excluded from our value chain, including possible cancellation of existing contracts.

This Code of Conduct has been adopted by the Board of NMT to underscore the principles by which the Stena AB Group conducts relations with business partners, employees and other stakeholders.

Our legal commitments

Legal Compliance
In every country in which we operate, the NMT Group shall comply with the laws and regulations in that country. Every employee is by law required to be aware of and comply with applicable laws and regulations. If local laws or regulations impose higher standards than those set out in this Code of Conduct, they should always apply. On the other hand, if the Code of Conduct provides for a higher standard, it should prevail, unless this results in illegal activity.

Hereby we carefully adhere to the standards of business conduct relevant to our assignment, profession and position. We will not be prompted by any misguided sense of loyalty or desire for personal gain to violate applicable laws, company principles, policies, or policy descriptions.

In situations where the law does not give guidance, the NMT Group applies its own standards based on corporate values and culture as set out in this Code of Conduct.

Environmental laws
We comply with applicable treaties, laws and regulations related to the environmental law of the countries we do business with. Furthermore, we strive to preserve the environment by taking into consideration our own impact on the environment. Safe, sustainable and environmentally sound performance are essential factors of our business concept and intrinsically linked to the NMT brand name. Every employee can count on full support from management to take action in case of events that might result in an accident or environmental incident. Not taking action is a threat to all our activities and therefore not accepted.

Anti-money laundering and counterterrorism financing laws
We are committed to fully comply with all applicable anti-money laundering and counterterrorism financing laws and will only accept funds received from legitimate sources. Since NMT is well aware of the risks concerning this subject within the industry, its operating, internal measures have been taken to reduce the risk of money laundering and terrorist financing described in the AML, CTF & Sanction Policy.

Trade Sanctions
Various countries and organisations, such as the United Nations, European Union and Office of Foreign Asset Control (OFAC) have imposed trade sanctions against certain countries, organisations and individuals. Many of these trade sanctions apply to transactions beyond the borders of the country which is imposing these sanctions. Some sanctions impose a complete ban on all transactions, while others may ban a specific type of transaction, such as trading in specific goods or providing particular services. NMT does not do business with sanctioned countries, organisations or individuals, unless permitted by law. The internal measures taken to reduce the risk of non-compliance with trade sanctions are described in the AML, CTF & Sanction Policy.

Examples of what this means to you:

• Be aware of applicable laws and regulations and comply with them.

• Use this Code of Conduct when the law does not give guidance.

• Follow this Code of Conduct as long as it is not against any laws or regulations.

 

Relationships with business partners

Fair business conduct
We conduct our business in a safe, fair and ethical manner. We aspire to reach mutual transparency and pro-activeness of all business partners, employees and other stakeholders. In order to do so, we provide our information in a transparent, essential, consistent and correct manner within the limits of commercial confidentiality.

Facilitation payments
A facilitation payment is defined as a small, unofficial payment to a low-level public official made to speed up or obtain a routine administrative process. Such payments are not limited to monetary consideration but may take other forms, such as gifts or entertainment. We understand that in some countries, facilitating payments are still unavoidable means of securing routine, low-level action and/or approvals. Nevertheless, such payments are a type of bribe and in breach with existing laws. Although we recognize that in practical point of view, it is a challenge in some countries to eliminate facilitation payments, we are committed to work towards eliminating such practices.

Bribery
We have a zero tolerance policy towards bribery. We define bribery as acceptance, offering, solicitation or promise of benefits (monetary or otherwise) in order to gain business advantages which we were otherwise not entitled to. In case we receive such offerings, we will question its origin and quesion why it is being offered and if anything is expected in return. We ensure that all offerings of any significance are disclosed and approved.

We are committed to comply with (global) relevant laws prohibiting bribery. Our Global Anti-Bribery Policy describes the applicable and specific internal measures of NMT to prevent involvement in bribery.

Conflicts of interest
We do not engage in activities or hold or trade in assets that involve, or might appear to involve, a conflict between our personal interests and those of the company. Such conflicts of interest could compromise our ability to make correct business decisions. In case of doubt, we will discuss the situation with our respective office or manager.

Examples of what this means to you:

• Do not discuss with a competitor on issues like pricing or market sharing.

• Make sure that anything you offer is legitimate.

• Never accept anything from a supplier or other counterparty if it could affect or appear to affect your ability to be objective in the business transaction.

• If you are offered or promised inappropriate gifts, entertainment or other kind of reimbursement, stop and consult your manager.

• If you are asked to transfer funds to a country or counterparty unrelated to the transaction, stop and consult your manager.

• In each transaction make sure that you do not do business with any sanctioned country, organisation or individual. If you are in doubt, always consult your manager.

Our working environment

Working conditions
We act with respect towards the people we work with. We do not discriminate on race, gender, sexual preference or any other grounds. We believe that a safe and healthy work environment is a top priority and therefore we ensure to make daily efforts to prevent accidents at work. We also make sure that wages and other related benefits meet at least the legal and industry minimum standard of the country of operation. Within these countries we also comply with applicable laws and industry standards on working hours.

Employees should be granted stipulated annual leave, sick leave and parental leave without any negative repercussions. We ensure that the registration, filing and use of employee data is treated with strict confidentiality and in accordance with local legislation. Employment records will not be shared outside the NMT Group, unless it is required by law or with the written consent of the employee concerned. We want to provide a safe and healthy work environment for all employees, contractors, visitors and suppliers and are committed to continuously improve this within our organisation.

Human Rights
We support and respect the UN Universal Declaration of Human Rights. We support the International Labour Organisation’s International Program on the Elimination of Child Labour (IPEC), with the aim of the abolition of child labour in our sphere of influence. We do not accept any form of forced labour and we do not accept the use of prison labour or illegal labour in the production of goods or services within our supply chain.

Entertainment
No employee may, directly or indirectly offer, promise, give, demand, accept or ask for illegal or improper payments and shall reject any personal gifts, entertainment and other kind of reimbursement, from actual or potential business partners, that could affect, or appear to affect, the objectivity in their business transactions.

We also refer to the bribery paragraph in this code of conduct.

Prohibited substances
Consumption of alcohol in the workplace is not allowed except when it can be considered acceptable, but only in moderate amounts and appropriated with the circumstances, local customs and applicable laws. Possession or use of any substance prohibited by law is not tolerated while on duty or representing the NMT group.

Examples of what this means to you:

• Observe the minimum employment age in your country when you hire and never accept child labour.

• Human trafficking is a process of enslaving people, coercing them into a situation with no way out, and exploiting them, including prostitution, and forced labour is when people are forced to work against their will, and you are not allowed to do any of these.

• If you have concerns about possible human rights violations within the NMT Group or in any part of its value chains, always consult your manager.

Confidential information

We act with great care regarding sharing confidential or business sensitive information with others. Information is a valuable asset. Non-public information that employees possess through their work, from whatever source, must be kept confidential to prevent others from copying our work or obstruct relations with our customers. This also applies after termination of employment. Employees are not allowed to release any information that is commercially sensitive, contentious, or that may have undesired contractual or legal implications for the NMT Group. It is not allowed to discuss, directly or indirectly, confidential matters that could lead to competitive disadvantages in places or situations where such discussions can be overheard. Employees should remember that communication via e-mail, internet and other social media could be regarded as a statement of the NMT Group.

Examples of what this means to you:

• Protect company laptops, mobile devices and other sources of information from their or loss and use strong passwords and never share them with someone else.

• Only use approved equipment and services when handling Stena information and never use personal e-mail accounts when doing business.

• Never discuss confidential matters in areas where someone can overhear.

• Maintain the confidentiality of all information that might be harmful to the company and other stakeholders if disclosed.

• Always follow our requirements when collecting, storing, using or sharing personal information of individuals

Actions and Follow-Up

Actions in the event of violations to the Code of Conduct
The NMT Group is an international and decentralised group where companies are expected to make their own independent decisions on various business issues. Compliance with the Code of Conduct is therefore essential through the whole Stena AB Group.

All employees are encouraged to report any suspected or observed violations of law, of this Code of Conduct or other company policies, including being asked to do something that might be a violation thereof. Reports shall be submitted to the closest manager, or where there is reason to believe that this will not have any effect, to such manager’s superior or HR depending on the situation. The Head of Corporate Governance at Stena AB or the Chairman of Stena AB or the Chairman of Stena AB Audit Committee can also be contacted.

We empower our employees to discuss and report openly. If the above channels are exhausted the external, encrypted whistleblower function* can be used to escalate reports of serious risks of wrongdoing or other actions in breach of law. The receivers of these reports are the Head of Corporate Governance and the Chairman of Stena AB Audit Committee. All reports will be taken seriously and will be investigated. There will be no sanctions against any employee, who in good faith reports a concern within the Stena AB Group, regarding suspected violations of law, this Code of Conduct or company policies, or for participating in the investigation of a report. All reports will be kept confidential.

 
Follow-up and reactions on non-compliance

This Code of Conduct will be reviewed once a year.

All NMT Group employees shall confirm that they have read and that they understand the Code of Conduct in its entirety, including its meaning in practice and that they will follow the NMT commitments above. The Code of Conduct shall be an integral part of the employment contract and part of our introduction for new employees and new business partners.

Each company is responsible for that procedures are in place for compliance with the Code of Conduct. Regular reviews are performed by central functions at Stena AB. All employees must cooperate in the follow-up on the compliance with the Code of Conduct or any investigations of possible violations thereof. The NMT Group will take action, including potential warning or termination of employment, against employees who violate the law, this Code of Conduct or company policies.

 
Contact

We encourage directors and employees to share questions, comments and/or suggestions regarding the content of this Code of Conduct and/or compliance with provisions of this Code of Conduct. These questions, comments and/or suggestions and the reporting of conduct that may be unethical, illegal, or otherwise inconsistent with this NMT Code of Conduct can be directed to a superior, a confidential counsellor or and/or ethics@nmtshipping.com

 

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