Trans Adriatic Pipeline AG 2008
CONTENTS Message from the Management... 3 1 Scope of Application... 4 2 Responsibilities in External Relations... 4 2.1 Antitrust... 4 2.2 Trade Restrictions and Export Boycotts... 4 2.3 Combating Corruption... 4 2.4 Gifts and Invitations... 5 2.5 Government and Public Officials... 5 2.6 Lobbying... 6 2.7 Intermediaries... 6 2.8 Suppliers, Partners and Contractors... 6 2.9 Mandatory Integrity Due Diligence... 6 3 Employees Duties and Commitments... 7 3.1 Health and Safety... 7 3.2 Conflict of Interest... 7 3.3 Directorship and Other Assignments... 7 3.4 Diversity... 7 3.5 Intoxicants... 7 3.6 Purchase of Sexual Services... 7 4 Responsibility for Company s Assets... 8 4.1 Protection of Assets... 8 4.2 Correct Information, Accounting and Reporting... 8 4.3 Documentation and Archiving... 8 4.4 Insider Trading... 8 4.5 Data Management and Protection... 8 4.6 Communication... 8 4.7 Money Laundering... 8 5 Wider Social Responsibilities... 9 5.1 Environmental and Social Responsibility... 9 5.2 Sponsoring... 9 5.3 Charitable Contributions... 9 6 Personal Responsibility, Enforcement of the Code of Conduct and Reporting Obligations... 9 TRANS ADRIATIC PIPELINE AG Page 2/9
Message from the Management Trans Adriatic Pipeline AG is a joint venture company which shall develop, construct, own, and operate the Trans Adriatic Pipeline and its related facilities. The pipeline will open a new corridor and market outlet for natural gas into Europe. This Code of Conduct applies to all people working for or on behalf of TAP and to its controlled subsidiaries. This includes TAP employees, board members, hired personnel, consultants, intermediaries, lobbyists, and others who act on TAP s behalf. Suppliers, partners and contractors are expected to adhere to ethical standards which are consistent with TAP s requirements. A project of such magnitude as TAP is challenging and complex. It is surrounded by a multitude of risks which can be minimised through professional project management and responsible behaviour. In order to achieve its goals, it is vital for TAP to maintain an undisputed reputation and to be considered a professional and reliable partner by the customers and other business partners. This Code of Conduct is designed to preserve and foster the integrity and reputation of TAP and to help its Employees and others who work for TAP to avoid misconduct. In concrete terms, this means that we have to ensure compliance with legal and regulatory requirements as well as with our internal policies and directives, while upholding good market practices at all times. While the Code of Conduct provides a broad range of guidelines for proper business conduct and for preserving integrity, it cannot address every situation that we as individuals are likely to encounter. We should realize that in some circumstances merely the appearance of improper behaviour may pose a risk to TAP and its reputation. It is crucial not only to follow the Code up to the letter of law, but also to consider the broader meaning of the document and the importance of complying with the spirit of law. It is our responsibility to exercise good judgment, remain accountable for our actions and request guidance on proper business conduct when necessary. We will act in an ethical and socially responsible manner and within the laws, customs and traditions of the countries in which we operate. Our ambition is to avoid negative environmental impacts, enhance positive effects and contribute to the sustainable development. Daily behaviour of each and every one of us is crucial for creating a solid reputation for TAP and for our overall progress. By consistently implementing and living the Code of Conduct, we are together laying the necessary foundation for our successful future. Baar, December 2008 Project Management Team TRANS ADRIATIC PIPELINE AG Page 3/9
1 Scope of Application This Code of Conduct applies to the TAP organisation and to its individual Employees, board members, hired personnel, consultants, intermediaries, lobbyists, and others who act on TAP s behalf. In this Code: TAP means Trans Adriatic Pipeline AG and its controlled subsidiaries including their Trans Adriatic Pipeline activities. Employees means: people directly employed by TAP employees of other companies seconded into TAP 2 Responsibilities in External Relations 2.1 Antitrust Competition can only develop freely when it is fair. TAP is committed to integrity and fairness when competing with others in the market. Conduct that undermines competition is not tolerated. TAP will compete in an ethically justifiable manner within the framework of the antitrust and competition rules in the market. Antitrust laws prohibit agreements or actions that might eliminate or discourage competition, bring about a monopoly, abuse a dominant market position, artificially maintain prices, or otherwise illegally hamper or distort commerce. It is therefore explicitly prohibited, e.g. to make agreements dividing up markets, regions or customers, to make agreements not to compete, to discuss processes related to participation in tenders, or to exchange information about prices, market shares or other market conditions with competitors, customers and business partners in violation of the applicable law. 2.2 Trade Restrictions and Export Boycotts As a consequence of its business goals and interests, TAP is active in various markets and regions. In this respect, restrictions which relate to exports and other transactions can be imposed on countries and organisations. Violations of foreign trade, export and customs laws can result in penalties. TAP obeys these provisions and expects all Employees to comply with them. 2.3 Combating Corruption Corruption undermines economic development and free competition. It ruins reputations and exposes both companies and individuals to risk. TAP is against all forms of corruption, and it will make active efforts to ensure that corruption does not occur in any parts of the company s business activities. Corruption includes bribery and trading in influence. Corruption can also involve conflicts of interest, nepotism, extortion, fraud, embezzlement, illegal information brokering, and money laundering. Bribery means an attempt to influence someone in the conduct of their duties through the provision of any money, gift, discount, contribution, loan, fee, reward, or any other improper advantage. Trading in influence exists when an improper advantage is provided to someone in order to influence the performance of a third party s duties. The prohibition against bribes and trading in influence applies both to parties giving or offering an improper advantage, as well as to parties receiving, requesting or accepting such an advantage. Moreover, it also TRANS ADRIATIC PIPELINE AG Page 4/9
applies both to the public and private sector. It is not a prerequisite that an improper advantage accrues to the person upon whom an attempt is made to exercise influence. Moreover, any demand or offer of an improper advantage will be illegal even when no such improper advantage is ultimately received or given. Facilitation payments are payments aimed at expediting or securing the provision of products or services to which one has a rightful claim. TAP is opposed to the use of facilitation payments, even where they might be legal, and is committed to avoiding them as a part of the company s business activities. Although facilitation payments are prohibited, when it is deemed that a person s life or health might be in danger, making such a payment is not prohibited. In such instances, the payment must be correctly and accurately described in the accounts of the company and also, as soon as possible, be reported to the Compliance Officer within TAP. The prohibition of corruption applies both to TAP as a company and to all persons acting on TAP s behalf. In case of violations, it might lead to serious consequences both for the individuals involved as well as for TAP. TAP also realises the risk of being held liable for possible corrupt acts of third parties contracted by TAP, or for other situations, where TAP may benefit from bribery or corrupt acts of third parties. For this reason, TAP has implemented special measures to mitigate such risks, and it will in all contractual relations aim at obliging third parties to comply with the same rules and procedures that apply to TAP in relation to bribery and corruption. TAP undertakes to comply with all anti-corruption legislation applicable to the company as well as to TAP shareholders. 2.4 Gifts and Invitations The individual must not, directly or indirectly, accept gifts except for promotional items of minimal value normally bearing a company logo. Other gifts may be accepted in situations where it would clearly give offence to refuse, in which case the gift must be handed over immediately to TAP and will be regarded as TAP property. Expressions of hospitality, such as invitations to social events, meals, or entertainment, may be accepted by the individual if there is a clear business purpose. The cost of any hospitality must be kept within reasonable limits. Travel, accommodation and other expenses for the individuals themselves in connection with such a hospitality event must always be paid by TAP. The above principles also apply in the reverse direction, so that no individual acting on behalf of TAP may, in their dealings with customers, suppliers and other parties, offer or agree to pay for gifts, hospitality or other expenses that would violate these principles. Particular care must be taken in dealings with public officials see sections 2.3 and 2.5. The TAP Project Director may on behalf of TAP, on special occasions, where custom requires it, and when there can be no perception of impropriety, approve the offer or the acceptance of a gift of a higher value than indicated above. All matters concerning the acceptance or offer of gifts, hospitality and similar advantages must be discussed and agreed between the individual and his or her superior. 2.5 Government and Public Officials Particular care must be taken in dealings with public officials. A public official means any officer or employee of, or a person acting in an official capacity on behalf of a government, department or agency, including a government owned or government controlled state enterprise, or of a public international organisation, an officer or employee of a government controlled institution, a person elected to a political office or a candidate for such an office, political party officers or employees, or any person acting in an official capacity on behalf of a political party, consultants holding government positions, members of royal families, or close or immediate family members of any of the above. TRANS ADRIATIC PIPELINE AG Page 5/9
TAP should not authorise to offer any payment, gift or anything of value to public officials, except as expressly provided in this document or in TAP s Anti-corruption Compliance Program. TAP may cover reasonable expenses of public officials related to the (i) promotion, demonstration or explanation of products or services, or (ii) execution or performance of a contract with a government or governmental agency. Such expenses may include reasonable costs for travel to TAP premises, costs for accommodation or costs related to training, when there is a legitimate purpose linked to the TAP s relationship with the relevant authorities. Written approval from the Project Management Team must be obtained in advance for all such promotional, contractual or training related expenditures from which public officials are likely to benefit. No authorisation for coverage of expenses related to public officials may be made if it violates any applicable laws on corruption or the regulations of the public official s employer, or if it may be perceived by the public as a bribe or improper payment. 2.6 Lobbying A lobbyist is a person used to influence decisions made both in the public and private sectors. It is only permitted to use a lobbyist if he/she fully discloses to the person or body TAP wishes to influence that they represent TAP. It is therefore an absolute requirement that all contracts with lobbyists impose an obligation on the lobbyist to disclose this information. TAP does not support individual political parties or individual politicians, commissions, candidates, or political officeholders. 2.7 Intermediaries Intermediaries include agents, consultants and others who act as links between TAP and a third party. Before intermediaries are hired, the manager in question must ensure that the intermediary s reputation, background and abilities are appropriate and satisfactory. TAP expects that intermediaries act in accordance with TAP s ethical requirements, and this condition must be included in the intermediary s contract with TAP. Agreements with intermediaries must be made in writing, and these documents must describe the true relationship between the parties. The agreed compensation must be proportionate to the service rendered. Payments must be made only against satisfactory documentation, and they must be accounted for in accordance with the generally accepted accounting principles. TAP should regularly monitor whether the performance of the intermediary meets TAP s ethical requirements. Remedial action should be taken immediately if the performance falls short. 2.8 Suppliers, Partners and Contractors TAP will conduct its business in such a way that suppliers, partners and customers can have trust in the company. Suppliers, partners and contractors are expected to adhere to ethical standards which are consistent with TAP s ethical requirements. 2.9 Mandatory Integrity Due Diligence A business relationship with a potential counterparty shall only be established or amended if the resulting relationship satisfies TAP s Integrity Due Diligence requirements. Potential TAP counterparties may include partners, contractors, suppliers, agents, intermediaries, lobbyists, consultants, customers, recipients of sponsorships or charitable contributions, as well as parties to merger, acquisition and divestment transactions. Local affiliates of international corporations shall be treated in the first instance as separate entities for Integrity Due Diligence purposes. TRANS ADRIATIC PIPELINE AG Page 6/9
3 Employees Duties and Commitments 3.1 Health and Safety TAP strives to create a safe and healthy working environment. TAP works continuously on improving the Employees occupational health and safety conditions and the safety of its own operations. It is also responsibility of every Employee to keep his or her workplace safe. 3.2 Conflict of Interest The individual must behave impartially in all business dealings and is not allowed to provide other companies, organisations or individuals with improper advantages. The individual must not become involved in relationships that could lead to an actual or perceived conflict with TAP s interest or could in any way have a negative effect on individual s own freedom of action or judgement. No one must work on or deal with any matter in which they themselves, their spouse, partner, close relative, or any other person with whom they have close relations, has a direct or indirect financial interest. Nor may the individual work on or deal with any matter where there are other circumstances that might undermine trust in the individual s own impartiality or in the integrity of the work. The individual must not use TAP s property or information acquired through their position of office in TAP for personal advantage or for the purpose of competing with TAP. Suspicion of a conflict of interest should be reported to a superior. 3.3 Directorship and Other Assignments All directorships, employments or other assignments held or carried out by Employees in other enterprises which have, or may expect to have, commercial relations with TAP, must be approved by TAP. Employees directly employed by TAP must not engage in other paid directorships, employments or assignments of any significance outside TAP except by agreement with TAP. Should a conflict of interest arise, or if the Employee s ability to perform their duties or fulfil their obligations to TAP is compromised, such approval will not be granted, or will be withdrawn. 3.4 Diversity TAP promotes equal opportunity and diversity. No TAP Employee or job applicant will be discriminated against on the basis of his or her gender, marital status, race, nationality, age, religion, or sexual orientation. Decisions regarding the selection, training and development of TAP Employees are made strictly according to the job-related criteria and must be relevant to the job. TAP strongly encourages its contractors to apply the same principles. 3.5 Intoxicants Health and safety of Employees have priority and are a prerequisite for performing a good job. Therefore an Employee should not be under the influence of intoxicants including alcohol, medicaments or any other substances which could adversely affect the ability of that Employee to perform the work, or adversely affect the health and safety of other Employees, other persons or the environment. 3.6 Purchase of Sexual Services TAP is against the purchase of sexual services. Purchase of sexual services may support human trafficking. Human trafficking is illegal and constitutes a violation of human rights. Employees should not buy sexual services when on assignments and business trips. TRANS ADRIATIC PIPELINE AG Page 7/9
4 Responsibility for Company s Assets 4.1 Protection of Assets The use of TAP s time, materials, financial assets, or facilities for purposes not directly related to TAP s business is prohibited without authorisation from a relevant TAP representative. The same applies to the removal or borrowing of TAP s assets without permission. The individual must protect TAP s property and assets against loss, damage or abuse. 4.2 Correct Information, Accounting and Reporting TAP s business information will be communicated accurately and fully, both internally and externally. Investors, creditors and other stakeholders have a legitimate interest in TAP s financial accounting and reporting. The integrity of the financial accounting and reporting depends on the accuracy, completeness and timeliness of the accounting entries. All accounting information must be correct, registered and reproduced in accordance with applicable laws and regulations, including relevant accounting standards. Likewise, all TAP business transactions must be accurately, fully and fairly recorded in TAP s accounting documents. No false, misleading or artificial entries may be made in TAP s books and records. Intentional acts resulting in a material misstatement in the financial statements will be treated as fraud. 4.3 Documentation and Archiving TAP is committed to transparency and accuracy in all its dealings, while respecting its confidentiality obligations. Individuals therefore have the responsibility to maintain necessary records of TAP s business and business relations. 4.4 Insider Trading Insider information is capable of affecting the price of securities, and it is not publicly available or generally known to the market. No individual may use, or assist others in using insider information about TAP or companies related to TAP in order to subscribe for or trade in securities, either privately or on TAP s behalf. 4.5 Data Management and Protection The information systems and the information stored and processed on them are fundamental to TAP s activities and success. For this reason, the highest priority must be given to their security and proper use. Information security standards set by TAP must be adhered to. This obligation affects Employees and other people with access rights. This rule also requires compliance with the legal requirements for appropriate data management and archiving. The conscientious handling of personal and customer-related information is of great importance. Unauthorised gathering, processing and forwarding of information about Employees and TAP s customers is prohibited. 4.6 Communication All information and all statements communicated to the public must be consistent with the interests and goals of the company. Employees shall not make public statements about TAP and its business activities unless they are specifically authorised to do so. The TAP External Relations department is responsible for communication. 4.7 Money Laundering Money laundering is defined as any concealment of the criminal origins of money with the goal of secretly incorporating it into the legal economic system. TAP and its Employees are aware of the dangers of money laundering, and they comply with all valid standards, laws and associated reporting obligations and due diligence requirements. TAP also requires its contractors to comply with all applicable laws and regulations. TRANS ADRIATIC PIPELINE AG Page 8/9
5 Wider Social Responsibilities 5.1 Environmental and Social Responsibility Employees shall make best efforts to minimize negative impacts on the environment. TAP is committed to using natural resources efficiently and in a responsible manner. TAP is aware of its social responsibility in the countries and communities where it operates. Contributing to the sustainable ecological, social and economic development is important for the long term success of TAP s business. 5.2 Sponsoring Sponsoring is an element of TAP s external corporate communication. TAP s sponsoring activities must comply with the applicable laws and with the internal regulations. Sponsoring may not be used as a means of improperly influencing behaviour of others - see section 2.3. 5.3 Charitable Contributions Donations, along with other activities supporting common good, are ways of acting in a socially responsible manner. TAP fulfils this requirement within the scope of its social and societal activities and in line with its corporate strategy. Charitable contributions may not be used as a means of improperly influencing behaviour of others - see section 2.3. 6 Personal Responsibility, Enforcement of the Code of Conduct and Reporting Obligations This Code of Conduct applies to the TAP organisation and to its individual employees, board members, hired personnel, consultants, intermediaries, lobbyists, and others who act on TAP s behalf. Each Employee is responsible for ensuring that his or her conduct fully complies with applicable laws, this Code of Conduct and the company s policies. Employees holding management positions must ensure that activities within their area of responsibility are carried out in accordance with the requirements set out in this document. They are responsible for communicating the requirements to other staff members and for providing advice with respect to the interpretation and application of the rules. TAP is entitled to take action against Employees who violate the law, this Code of Conduct or the company s policies. Disciplinary measures will also apply to those who direct or approve infractions or have knowledge of them and do not promptly act to correct them. When non-compliance with this Code of Conduct is reported or otherwise suspected, steps will be taken to investigate and, if appropriate, remedy the situation. If the individual comes across cases of ethical doubts or breaches of TAP s ethical requirements or company s policies, these concerns must be reported immediately. Concerns can be reported through regular channels: to their superior, or to their superior s superior, or to the TAP entity/person identified to follow up on such matters. Anyone who receives such a query must consult their own superior in cases of doubt. However, if the individual is for any reason uncomfortable using regular channels, the concern can be reported to the Compliance Officer or to a member of the Board of Directors. The individual may remain anonymous, if he or she so wishes. TAP will not implement sanctions in any form against any individual who, in a responsible manner, informs persons in positions of responsibility, internal entities or relevant authorities about possible breaches of TAP s ethical guidelines, applicable law or about other blameworthy circumstances in TAP s business. TRANS ADRIATIC PIPELINE AG Page 9/9