VM MARINE INTERNATIONAL LIMITED    

Conflict of Interest & Confidentiality Policy

1. Purpose

As stated in the VM Marine Code of Business Principles and Policies, the VM Marine Board attaches great importance to ethical business practices and believes that long-term, trusting business relationships are built by being honest, open and fair.

This policy applies to all employees of VM Marine and its affiliates (all of which for purposes of this policy are included in the term VM Marine) regardless of their place of work or residence. 

Any breach of this policy must be disclosed to an appropriate VM Marine Business Unit executive. If circumstances require, the breach should be reported to the relevant VM Marine Director. Employees should be aware that breach of this policy can lead to disciplinary action, including dismissal.

2. Scope

This statement applies to VM Marine Group and all of its subsidiaries.

3. Policy/Statement

CONFLICT OF INTERESTS

Employees are expected to take business decisions and actions in the course of their employment based on the best business interests of VM Marine as a whole. Employees are expected to avoid conflicts of interest that could negatively affect VM Marine’s business interests. Employees should avoid any relationship or activity that would cause a conflict of interest with their duties and responsibilities at VM Marine.

Employees are obligated to disclose to an appropriate senior executive or the Human Resource department any situations that may involve inappropriate or improper conflicts of interests affecting them personally or affecting other employees or those with whom VM Marine does business. 

USE OF AGENTS, CONSULTANTS AND OTHER INTERMEDIARIES

“Agents” (e.g.: Representatives, Agents, Consultants or other intermediaries who are not employees of VM Marine or its business units) are expected to comply with all applicable laws, orders, rules and regulations now in effect or hereafter promulgated by any lawful authority relating to its activities on behalf of the VM Marine business unit.

The Agent agrees to indemnify VM Marine and its business units and hold it harmless from any and all liabilities, losses, expenses, claims, damages, penalties, courses of action and suits arising directly or indirectly out of their own activities under or related to the VM Marine business unit; provided, however, that the VM Marine business unit shall at all times remain solely responsible for the consequences of its own negligence or other misconduct.

Financial transactions between Agents and the VM Marine business unit should normally include:

-    Payments by cheque or bank transfer addressed to the agent’s or consultant’s business bank account.

-    A proper business invoice for commissions, fees, expenses or other amounts claimed.

To facilitate tracking such behaviours and more generally to comply with VM Marine requirements, accounting and business records must accurately reflect and disclose the basis of all payments made to and the business relationship with agents, consultants and other intermediaries.

Agents who develop a reputation for corrupt or unethical conduct should be avoided by the VM Marine business unit.

In any case where there is concern about any possibility of improper behavior by an agent, consultant or intermediary, the relevant department head should exercise cautious judgment in deciding whether and how to proceed in any dealings with them.

CONFIDENTIALITY OF INFORMATION

Employees acting on the behalf of VM Marine are responsible for protecting the Company’s confidential information, including trade secrets, from unauthorized disclosure whether internal or external, deliberate or accidental. Employees must know that any information they have access to or create may represent a VM Marine trade secret, and cannot be disclosed to any external parties including competitors, suppliers, customers, friends and family members, industry counterparts, at all times.

All employees should:

• Protect the Company’s confidential information regardless of the media in which the information is conveyed (eg, print, electronic files, email, verbal conversation)
• Protect the Company’s confidential information for the entire life cycle of the information – from creation, storage, use, transmittal, retention, through disposal.
• Share confidential information inside the Company with those only with a business need to know.
• Have a written, signed confidential disclosure agreement before disclosing confidential information to a party outside VM Marine. Applicability will be up to local GM’s discretion and must be signed by a GM or higher level.
• Promptly report any actual or suspected unauthorized access or use of the Company’s confidential information to your superior immediately.

All employees should avoid:

• Sharing the Company’s confidential information with friends or family.
• Talking about the Company’s confidential information in public places such as elevators, washrooms, restaurants, airplanes, where you can be overheard.
• Leaving the Company’s confidential information unattended on your desk, within the Company’s facilities, public areas etc.
• Copying the Company’s confidential information onto personal hard disks or thumb drives.
• Accessing confidential information through non-VM Marine computers or systems.
• Divulging information about a new disposal or acquisition of vessel, intended project tenders to other employees or to third parties before the information has been disclosed through authorized and public means.
4. Associated Comments

REPORTING OF SUSPECTED VIOLATIONS

VM Marine employees who have questions regarding business conduct or possible violations of this policy should contact an appropriate VM Marine business unit executive. Any VM Marine Executive Directors should be contacted, in cases of sensitivity about the involvement of a business unit executive. Alternatively, or if a satisfactory response is not received from a direct department manager, a report can be made under the VM Marine Group Whistleblowing Policy.

It is important to ask for help if needed, and to report possible violations of the law or of this policy. An employee will not lose his/her job or be placed at any career disadvantage for reporting a possible violation of this policy. Possible violations will be investigated in a manner which respects the rights of all parties concerned. If a violation is found, appropriate action will be taken.

It is also important that each employee keep in mind the serious nature of such action and that the accused party is entitled to a fair and complete review of the possible violation. Reports based on unsubstantiated or frivolous speculation should be avoided. The goal is to protect both VM Marine’s business interests and the rights of its employees.

COMPLIANCE RESPONSIBILITY AND SIGN-OFF

Any VM Marine Group employees may be asked to acknowledge their awareness of this policy, to sign-off on their personal compliance and to declare any knowledge or serious suspicion of non-compliance on an annual or more frequent basis.

5. Responsibilities

It is the responsibility of the VM employees at each business location to ensure compliance with this statement.

Promulgated on 21 Apr 2013