Table of Contents
Message from the Chief Executive Officer
Neshuns Corporation Inc (hereinafter referred to as “Neshuns” “Company” “We” or “Our”) recognizes that compliance is a cornerstone in its license to operate. Our Code of Conduct (the “Code”), outlining our obligation to adhere to laws and regulations and defining our ethical guidelines, is a vital part of our compliance program. Every officer, employee, contractor, agent, consultant, contractor, representative, partner, and Board Director of Neshuns (collectively “Personnel”) is responsible for holding themselves to the highest ethical standards and operating with honesty, fairness, and integrity.
Neshuns is a global company, conducting business in all markets across the globe. We acknowledge that our actions and decisions have a global impact and that we are subject to the laws, regulations, and other requirements in the countries where we operate. You may from time to time be faced with situations where the right course of action may be difficult to determine. This Code will serve as your guideline and ethical roadmap in such instances.
If you are uncertain about how to interpret anything in the Code or would like to discuss a matter related to the topics raised, please seek guidance from your leader, your human resources representative or the Compliance Officer. They are there to help.
As Neshuns Chief Executive Officer, I expect all our Personnel to read the Code regularly and comply with it, contributing to Neshuns’ commitment to high ethical standards and integrity in our operations.
Thank you for your commitment to acting with integrity and ethical behaviour in all your dealings.
Chief Executive Officer
Neshuns Corporation Inc.
Code Of Business Conduct
1. Ethics & Compliance
This Code of Business Conduct (the “Business Code”) describes the requirements for ethical conduct in the Company (“The Company”) and provides guidelines for such conduct.
The Company’s compliance program is a vital part of how we conduct our business. Our ambition is to secure an effective compliance approach which promotes and ensures an organizational culture that encourages ethical conduct and a commitment to compliance with applicable laws and regulations. Our compliance program protects our company’s reputation, ensures investor value and confidence, reduces uncertainty in business transactions and secures our company’s assets. Through a well-constructed, thoughtfully implemented and consistently enforced ethics and compliance program we will prevent, detect, remediate, and report any misconduct.
The Board of Directors and the executive management team of The Company believe that this Business Code is a significant contributor to ensuring continued long-term success.
1.1 Our Commitments
The Business Code is founded on Neshuns’ ethical principles and applies to all Personnel of the Company. The Business Code affirms Neshuns’ commitment to adhere to high ethical standards, and the requirement for all Personnel to comply with all applicable laws and regulations. We are committed to compliance and ethical conduct throughout our value chain and demand the same from our suppliers and business associates. Customers, authorities, and others shall always be able to rely on our professionalism and integrity.
The Company’s executive management team shall make sure that the Business Code governs the company’s business activities, and that all Personnel get the training necessary to ensure due enforcement of the Business Code.
The Board of Directors of the Company shall ensure that all directors of its subsidiaries are aware of, trained in and understand the Business Code. Directors shall ensure that all managers are trained in and understand the Business Code, and all managers have the same responsibility regarding all employees. Any employee who hires a representative shall ensure that the representative is aware of, is trained in and understands the Business Code.
All Personnel must read the Business Code periodically and always comply with it. All Personnel shall annually report and confirm compliance with the Business Code.
1.2 Training
The Company Personnel shall be trained in compliance and ethics regularly. The Company shall hold information and training sessions to promote compliance with applicable laws, rules and regulations, including, among others, applicable securities laws relating to insider trading and anti-corruption laws.
The Company’s e-learning courses are available to all Personnel. All new Personnel shall complete courses on compliance and ethics as part of their onboarding process, and campaigns on specific courses will be conducted regularly for existing Personnel. The Company will measure and report participation and execution of the e-learning courses.
1.3 Reporting Concerns
Neshuns’ whistleblowing portal is available from the company’s website and may be used by employees and external parties, including clients, suppliers, business partners and other representatives of the Company. It can be used to raise concerns for non-compliance, including situations where Neshuns has contributed to direct or indirect, actual, or potential breaches of compliance. Reports can be made anonymously and will be handled by the Compliance Officer in cooperation with the required resources. The Company will not tolerate any form of retaliation against any person who has raised an ethical or legal concern in good faith.
1.4 Internal Controls and Enforcement
Neshuns shall employ necessary means of internal control to monitor that the Business Code is being fully complied with. The senior manager of each business area shall on an annual basis affirm in writing to what extent their business area has been conducted in compliance with the Business Code. Internal control is the responsibility of the executive management team.
If in doubt about how to understand and practice the Business Code, Personnel are urged to discuss this with a superior or contact person within The Company. If this is impossible, Personnel shall discuss this with the Compliance Officer.
The Company will not tolerate violation or circumvention of any applicable laws by Personnel, during employment or assignment. Nor will the Company tolerate the disregard or circumvention of its policies, or the engagement in unethical dealings in connection with the Company’s business.
Personnel who fail to comply with this Business Code or to cooperate with any investigation will be subject to disciplinary action. In addition, any Personnel who directs, approves, or condones infractions, or has knowledge of them and does not act promptly to report and correct them per this Business Code, will be subject to disciplinary action.
2. Our People
2.1 Human Rights in Our Organization and Anti-Slavery
The Company does not discriminate based on gender, religion, race, national or ethnic origin, cultural background, social group, disability, sexual orientation, marital status, age, or political opinion. Neshuns is committed to the prevention of all forms of modern slavery and human trafficking. We do not use any form of forced labour or child labour. We maintain the freedom of association and the right to collective bargaining. Neshuns comply with the UN’s internationally recognized labour standards covering the following areas: wages, working hours, disciplinary practices, employment contracts and working conditions.
2.2 Safety and Security
Neshuns maintains the highest safety standards and protects the health of our Personnel and others associated with our operations. We comply with Health, Safety and Environment (“HSE”) legislation and other relevant requirements and have developed an HSE culture based on competence, involvement, and commitment from all in applying the Life-Saving Rules and the Company HSE rules. Neshuns protects its Personnel, assets, and business from potential security threats, including cybersecurity threats. Security is an integral part of line management responsibility; the security and protection of Personnel is the overriding priority of all business activities.
2.3 Privacy and Data Protection
Neshuns respects and protects the personal information of its Personnel and business partners, including clients and suppliers, in compliance with all applicable data protection laws. We will process personal information only where there is a legal basis and to the extent necessary for the fulfillment of the purpose.
2.4 Personal Code of Conduct
The Company’s regulation of the ethical conduct of its Personnel on an individual level is detailed in the Code of Personal Conduct (the “Personal Code”). The Personal Code includes requirements for, among other subjects, compliance with laws, rules and regulations, conflict of interest, insider information, confidentiality, and whistleblowing. All Personnel shall confirm their commitment and adherence to the Personal Code annually.
3. Our Business
3.1 Anti-Bribery and Corruption
Corruption undermines legitimate business activities, distorts competition, ruins reputations, and exposes companies and individuals to risk. Neshuns objects to all forms of corruption and will make active efforts to ensure that it does not occur in our business activities.
The Company is subject to anti-corruption legislation in the countries where we are doing business. We are committed to abiding by all applicable anti-corruption laws, and the local laws in every country in which we do business.
3.2 Anti-Money Laundering
Money laundering is illegal and may support other criminal activities such as terrorism, corruption, and tax evasion. Neshuns is committed to complying with all applicable anti-money laundering laws in any country we do business.
3.3 Fair Competition
Neshuns compete in a fair and ethically justifiable manner within the framework of applicable competition and anti-trust laws in the markets in which we operate. The Company is an independent competitor which sets its prices, decides on its terms and conditions of sale and selects its customers independently. All business decisions are made based on independent business judgment and not based on direct or indirect contact with competitors.
3.4 Human Rights
Neshuns actively support and respect the protection of human rights. Our global operations are consistent with the spirit and intent of the United Nations Universal Declaration of Human Rights; the International Labor Organization Declaration on Fundamental Principles and Rights at Work, where applicable to our business; and other applicable international principles.
The actual and potential human rights impact from the Company’s operations is regularly assessed by performing human rights risk assessments, identifying risks, and carrying out any necessary preventive or remedial actions.
3.5 Supplier Code of Conduct
Neshuns is committed to ensuring compliance and ethical conduct throughout our value chain. We demand that all suppliers sign and confirm compliance with our Supplier Code of Conduct which details requirements for ethical conduct, including anti-corruption, human rights, conflict of interest and health, safety, and environmental protection. Suppliers are audited regularly for compliance with the Supplier Code of Conduct.
3.6 Third Parties
The standards and actions of our business associates have an impact on Neshuns business, and its reputation may be at stake if we choose business associates who do not comply with basic standards for human rights or corruption. Neshuns exercises care in the selection and audit of business associates.
High-risk third parties (such as agents, representatives, intermediaries, joint venture partners, government service providers and others) are, at an early stage, made aware of our principles and are encouraged to apply them. Clauses on anti-corruption, sanctions and human rights are included in any contract with such third parties. Thorough risk assessment and due diligence processes are carried out to ensure the compliance of the third party. High-risk third parties are audited regularly for compliance with the Business Code.
3.7 Environmental Impact
Climate change is the major challenge of our time. Neshuns is committed to minimizing the environmental impact of our operations. We focus on reducing energy usage, increasing energy efficiency, avoiding spills on the sea and land and using more environmentally friendly chemicals.
The Company evaluates energy efficiency in new designs and technologies and considers environmentally preferable and energy-efficient products and services in our procurement processes.
3.8 Insider Trading
Neshuns is committed to complying with all applicable insider trading laws and regulations. The Company shall establish and maintain a primary insider list and insider lists of all individuals who are given access to inside information. This covers whether Personnel are working under a contract of employment or otherwise performing tasks through which they have access to inside information, such as advisers, accountants, or credit rating agencies. Personnel with access to inside information shall be committed to keeping such information strictly confidential.
3.9 Sponsorship and Donations
Neshuns shall only support sponsorship and donations to the extent that it is part of its corporate social responsibility principles and subject to a decision at the executive management level. The Company shall not make donations in support of any illegal or unacceptable activities or institutions including political parties in an attempt to influence public policy.
3.10 Reporting
Neshuns shall communicate and maintain accurate and complete company records per applicable laws and regulations, including internationally recognized accounting standards. All transactions between The Company and other parties shall be promptly and accurately posted into our books.
All forms of financial reporting shall be per applicable laws and regulations, including applicable securities laws, stock exchange listing standards, and generally accepted accounting principles. All filing requirements shall be accurately met regarding timing and content.
The Company shall follow internationally recognized accounting principles and standards and make and keep books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets.
Code Of Personal Conduct
1. Ethics & Compliance
Lawful and ethical conduct is imperative for The Company’s (“The Company”) business operations. All persons working for or on behalf of the company must conduct themselves in a manner that is according to laws and regulations, and which wins the respect of business connections, colleagues, and others with whom they come into contact during or in connection with their work.
Together with our Code of Business Conduct (the “Business Code”), this Code of Personal Conduct (the “Personal Code”) outlines Neshuns requirements for compliance and ethical conduct and provides guidelines for such conduct. All Personnel must read the Business Code and the Personal Code periodically and always comply with them.
The Business Code and the Personal Code are supplemental to the employment and assignment contracts and laws and regulations valid for Neshuns business.
1.1 Responsibility and Enforcement
This Personal Code is founded on Neshuns’ ethical principles and applies to all Personnel. Company Board and executive management team and the Board of Directors in each subsidiary shall make sure that the Personal Code governs the business activities of the Company, and that all Personnel get the training necessary to ensure due enforcement of the Personal Code.
If in doubt about how to understand and practice the Personal Code, Personnel are urged to discuss this with their superior or HR contact person within the Company. If this is impossible, Personnel shall discuss this with the Compliance Officer.
Personnel who fail to comply with this Personal Code or to cooperate with any investigation will be subject to disciplinary action. In addition, any Personnel who directs, approves, or condones violations, or has knowledge of them and does not act promptly to report and correct them per this Personal Code, will be subject to disciplinary action.
2. Compliance With Laws, Rules, & Regulation
Obeying applicable laws and regulations, both in letter and in spirit, is the foundation on which The Company’s ethical standards are built. All Personnel must respect and comply with applicable laws, rules, and regulations of the jurisdictions in which The Company operates. If an applicable law conflicts with a policy in the Business Code or the Personal Code, Personnel shall comply with the most stringent standard.
Meeting the highest ethical standards and complying with all applicable laws and regulations does not just happen; it requires a commitment from each of us..
Compliance training and information sessions are regularly held, and e-learning courses on compliance are available to new and existing Personnel. All Personnel must participate in and complete assigned compliance training and must annually confirm their commitment to the Business Code and the Personal Code.
2.1 Your Contribution
- Conduct yourself in compliance with laws and regulations and the highest ethical standards of integrity.
- Conduct your work per all internal Company policies and procedures.
- Participate in and complete all assigned compliance training.
- Confirm your commitment and adherence to the Business Code and the Personal Code annually.
3. CONFLICT OF INTEREST
Personnel shall always act in the best interest of Neshuns when representing the company. A conflict of interest may occur if personal interest interferes with the ability to make the right decisions for the Company. Personnel shall avoid all situations of actual, potential, or perceived conflict of interest.
3.1 Main Occupation
Working for Neshuns shall be a full-time employee’s main occupation. The closest superior shall be informed in writing about paid work outside the Company. Neshuns can oppose such engagements if it is thought to impact the employee’s work in Neshuns, or if Neshuns’ reputation in any way can be affected negatively.
The above shall also apply to directors and part-time employees, however taking due consideration to the agreed workload of such Personnel.
3.2 External Board Positions
Personnel shall not have positions on the board of directors in other businesses that may be perceived to conflict with Neshuns’ interests, such as competitors, customers, or suppliers of the Company.
Employees must obtain their superior’s pre-approval before committing to a board position. Representatives must inform their Company contact person before committing to a board position. All Personnel are responsible for registering any external board positions in the Business Compliance portal. Primary insiders shall also register all external directorships on the Insider Log.
3.3 Transactions & Investments in Other Businesses
Personnel shall not enter business transactions or supply services for a fee if such transactions or services could be seen to relate to the Personnel’s tasks for or employment/connection with Neshuns.
Personnel should not have any financial or other business relationships with suppliers, customers or competitors that may or may appear to influence any decision such Personnel may need to make on behalf of the Company.
3.4 Closely Related Parties
Closely related parties such as family members or spouses/ cohabitants shall as a main rule not work as subordinates for the same superior, or in the same department. Closely related parties shall normally not be in positions where they can stop, judge, approve, revise, control or in any other way influence the other’s work. Despite the requirement for impartialness and control for closely related parties, Neshuns does not intend to hinder closely related parties’ employment in or assignment by Neshuns. The Company requires all Personnel to report such situations via the Business Compliance portal. In borderline situations, the Compliance Officer is to be contacted.
3.5 Personal Conflict Awareness
All Personnel shall avoid any action or situation, which may or may appear to involve a conflict between their interests and the interests of Neshuns. Personnel shall not have any financial or other business relationships with suppliers, customers or competitors that may or may appear to influence any decision such Personnel may need to make on behalf of the Company.
No Personnel shall take part in or try to influence a decision when a conflict of interests exists.
3.6 In The Event of Disqualification
If any Personnel have a conflict of interest, and therefore must be deemed disqualified in the case at hand, the person in question shall immediately withdraw from participating in it. The disqualification shall also be logged in the Business Compliance portal.
When a manager or contact person within the Company is disqualified, the subordinates and Personnel reporting to such manager or contact person shall be disqualified as well. Personnel whose manager or contact person is disqualified can prepare cases for the decision-making authority when they, after a separate evaluation of the situation, find themselves to be legally qualified. The decision-making authority shall in any event be notified of the disqualification of the manager/contact person.
3.7 Your Contribution
- Always act in the best interest of the Company.
- Avoid all situations of actual, potential, or perceived conflict of interest.
- Report all external work, i.e. board positions and ownership to your superior and in the Business Compliance Portal.
- Report any situations of closely related parties to your superior or the Compliance Officer.
- Report all possible conflicts of interest to your superior or the Compliance Officer.
4. Economic Benfit
4.1 Gifts, Hospitality and Expenses
Personnel shall not accept any personal gift from existing or potential suppliers, vendors, customers, or government representatives unless the gift has insignificant value and a refusal to accept it would be discourteous or otherwise harmful to The Company. This applies equally to offering gifts to existing or potential suppliers, vendors, customers, and government representatives.
Moderate hospitality such as entertainment, meals and social events may be accepted if it has a clear business reason, i.e. occurring in connection with business discussions or the development of business relationships. Further guidance may be found in any regional procedures.
4.1.1 Your Contribution
- Only accept moderate hospitality which has a clear business reason.
- Do not accept personal gifts from suppliers, vendors, customers or government representatives unless the gift is insignificant in value and refusal to accept it will be discourteous or harmful to the Company.
- Never give any gifts or favours to any government presentative, neither on your behalf nor on behalf of the company, which may be intended or reasonably perceived as affecting business decisions.
- Log all gifts and hospitality in the Business Compliance Portal.
4.2 Rebate Programs
Personnel shall not receive discounts for personal purchases of goods or services from the business partners of The Company unless part of a rebate program offered to all Personnel.
4.3 Loans
Personnel and their closely related parties shall not receive loans from any of The Company’s business partners. Excluded are loans on regular market terms from a business partner with lending as an integrated part of its business.
4.3.1 Your Contribution
- Do not request or accept discounts for personal purchases from Neshuns’ business partners unless part of a rebate program offered to all employees.
- Do not request or accept loans from Neshuns’ business partners unless such loans are on market terms.
5. Insider Information
Personnel shall not trade securities or shares based on insider information obtained during their engagement for Neshuns, incite any third party to conduct or abstain from any such trades or give any advice to any third party regarding trading. The same applies to closely related parties of Personnel.
5.1 Your Contribution
- Keep inside information confidential and ensure that the inside information does not come into the possession of any unauthorized party or is misused.
- Do not trade securities or shares based on insider information.
- Do not incite or advise any third party regarding trades based on your inside information.
6. Protection of Information & Assets
6.1 Protection of Assets & Confidential Information
Personnel shall protect all assets of Neshuns (including intangible property rights, facilities, and financial assets), and utilize them efficiently in the Company’s best interest. The assets of the Company shall not be used for purposes not directly related to Neshuns’ business.
All Personnel must protect confidential information. Confidential information includes information that is not known to the public, such as business plans and marketing data. Confidential information is shared within the Company only on a need-to-know basis and shall be disclosed outside Neshuns only when required by law or when part of and necessary for the Company’s business activities. All Personnel must protect any confidential information provided by the Company’s customers, suppliers, and others unless otherwise agreed upon.
All Personnel shall sign a confidentiality agreement before the commencement of any work for Neshuns.
6.1.1 Your Contribution
- Protect all The Company assets and use them only as directed.
- Protect all The Company-related confidential information.
6.2 Information & IT-Systems
Neshuns’ Personnel shall not, via computer systems or in any other way, actively pursue information concerning other Personnel, suppliers, vendors, customers, or others where this is not necessary for the person’s work.
Competitor analysis should be performed based on information from legitimate sources. Any form of illegal or questionable intelligence gathering is strictly against the Company's policy.
Information produced and stored on the Company's systems is regarded as Neshuns’ property, and the Company reserves the right to access all such information except where limited by law or agreement. Personnel are responsible for keeping their electronic files and archives in an orderly manner.
Use of information, IT systems and internet services shall be governed by the needs of conducting the Company business and not by personal interest. Any use of software in breach of copyright law is prohibited.
Intellectual property inherent in the Company represents an important asset from which all stakeholders in The Company benefit over time. Unauthorized dissemination of such property is regarded as a serious breach of this Personal Code.
All Personnel must safeguard passwords and identification codes to prevent unauthorized access to The Company’s IT systems.
6.2.1 Your Contribution
- Do not pursue information concerning others unless necessary for the performance of your work.
- Keep your electronic files and archives in an orderly manner.
- Do not use software in breach of copyright law.
- Protect all The Company's intellectual property.
- Safeguard your passwords and identification codes, beware of phishing attempts.
7. Personal Integrity
7.1 Purchase of Sexual Services
Neshuns is strongly against the purchase of sexual services. The purchase of sexual services is illegal and a violation of human rights and may support human trafficking. Personnel shall refrain from buying or selling sexual services when on assignment and business trips for the Company.
7.2 Harassment & Intimidation
Neshuns does not tolerate harassment, bullying, or discrimination. Willful discrimination based on age, gender, gender identity, gender expression, sexual orientation, ethnicity, colour, race, religion, nationality, or disability is prohibited by the company.
All Personnel have the right to work in an environment free from harassment, bullying and discrimination, and The Company is committed to developing a working environment in which such behaviour is not tolerated.
7.2.1 Your Contribution
- Do not engage in the purchase of sexual services.
- Treat your colleagues with respect and do not engage in harassment, bullying or discrimination.
- Report any instances of harassment, bullying and discrimination to your superior, human resources, the Compliance Officer, or the Whistleblowing portal.
7.3 Drugs & Substance Abuse
Substance abuse does not only affect your own health and personal relationships. In a work context, substance abuse also leads to safety risks, poorer quality, higher absence, a burden for work colleagues and affects the company's reputation. Neshuns has a zero-tolerance approach to prohibited substances and substance abuse and does not accept Personnel arriving at work under the influence of substances.
For all offshore services, there is a requirement for total abstinence from alcohol 24 hours before the stipulated departure. The Company may carry out testing for prohibited substances as required.
In work-related social gatherings where alcohol service takes place, all Personnel shall behave themselves in a way that does not negatively affect the reputation of the company.
7.3.1 Your Contribution
- Do not perform work for The Company under the influence of drugs or alcohol.
- Abide by the company’s zero-tolerance for alcohol and drugs during work hours and on the Company’s premises.
- Abstain from alcohol use from 24 hours before stipulated departure offshore.
- Exercise caution concerning unhealthy addictions such as alcohol and drug use.
- Behave responsibly in social gatherings related to The Company where alcohol service takes place.
8. Whistleblowing
Should Personnel become aware of any infringement of the Business Code or the Personal Code, they shall immediately raise the issue with their superior or their HR contact person within Neshuns. If this is not possible, the Personnel shall report the infringement directly through the whistleblowing portal available on the Company website.
Although not all Personnel are expected to be familiar with all background legislation details of the Business Code, the Personal Code and all applicable laws and regulations, it is important to know enough to determine when to seek advice from supervisors, managers, or other appropriate employees. In the event of doubt, Personnel shall always notify their closest superior. Personnel will not be retaliated against for making a good faith report of a suspected violation of the Business Code or the Personal Code. All Personnel shall immediately inform their closest superior if they get knowledge of:
- situations not in compliance with applicable laws and regulations set by the authorities;
- violation of internal regulations; and
- other issues that may damage the Company’s reputation.
Personnel must inform the closest superior’s superior, or the Compliance Officer if the closest superior is involved in the case at hand.
8.1 Your Contribution
- Familiarize yourself with this Personal Code and the Business Code, as well as other governing documents and applicable laws relevant to your work.
- Report actual or potential non-compliance situations to your leader or your leader’s superior.
- If you are uncomfortable discussing the matter with your leader or their superior, you can inform your human resources representative or the Compliance Officer.
- If you are uncomfortable with any of these options, you can report the issue anonymously through the Whistleblowing portal.
- Ask questions regarding the compliance with or interpretation of the Business Code or the Personal Code through the same channels.
9. External Communication
All statements for the media regarding Neshuns’ affairs shall be given by the CEO or other directors or employees appointed by the CEO to speak on behalf of the Company, other Personnel shall refer the media to the CEO. It is important to be aware that statements in social media are available to several users over a long period. Information published on online communities/discussion forums can be used counterproductively, which may lead to undesirable consequences for you as an individual or employee.
9.1 Your Contribution
- Do not speak to the media on the Company’s behalf unless directed to do so.
- Use good judgment and be respectful when participating in social media.
- Remember your confidentiality obligations when participating in social media.
- Do not represent the Company on social media unless directed to do so.