Code of Business Conduct

1. INTRODUCTION

1. This code of Business Conduct has been adopted by the board of directors of EMerald Geomodelling AS (“EMerald”). It is a part of all contractual relationships, and further guidelines may be found in the personnel handbook.
2. The objective of the code is to establish a healthy corporate culture in which employees follow good business practice standards and assume shared responsibility in upholding our reputation and corporate social responsibility. In addition, to ensure EMerald operates ethically, the code also acts as a tool for the exercise of value-based management and employee participation.
3. The code applies to employees of EMerald and its subsidiaries, consultants acting on behalf of EMerald as well as contractors, agents or other partners. It also applies to board members when they act on behalf of the company. The board is responsible for ensuring compliance with the code and to follow up compliance activities.

2. FUNDAMENTAL ETHICAL PRINCIPLES

1. EMerald expects employees and contractors to demonstrate fairness, honesty, as well as professional and personal integrity when dealing with employer and colleagues, customers, and suppliers. Everyone shall be treated with dignity and respect.
2. EMerald does not tolerate discrimination on the grounds of ethnicity, nationality, religion, age, gender, disability, or sexual orientation. Respect for the individual is fundamental.
3. EMerald does not tolerate any form of corruption. Employees and contractors of EMerald shall neither directly nor indirectly offer, promise, give or accept bribes. The same applies to illegal or inappropriate gifts or other undue advantages or benefits to obtain gains for EMerald or personal gain. All employees and contractors will take necessary action to avoid being involved in financial transactions that may involve money laundering. This also implies that adequate background checks may be carried out for unknown customers, suppliers and other partners prior to agreements.
4. EMerald requires employees to comply with legislation and regulations in the countries in which the company operates. EMerald's internal guidelines also apply in these countries, provided they do not contravene current Norwegian  or relevant international legislation.

3. ETHICAL RULES

General

1. EMerald expects all employees to actively contribute to value creation and the positive development of EMerald’s reputation through the exercise of value-based management and employee participation in an open and stimulating corporate culture, which is characterized by high ethical standards and continuous improvement. The values will help managers and employees to deal with dilemmas with optimum efficiency.
   

Work environment

1. EMerald shall be a professional, positive, and stimulating workplace with an inclusive work environment.
2. EMerald shall comply with all requirements laid down in relevant legislation and endeavour to establish work procedures that ensure a good and safe work environment. EMerald shall not make use of child labour nor get associated or benefit from human trafficking.
3. All employees shall help create a working environment that is free of discrimination on the grounds of ethnicity, nationality, religion, age, gender, disability, or sexual orientation. EMerald does not tolerate behaviour that may be perceived as violent, humiliating, or threatening.
   

Sustainability, transparency and privacy

1. The fundamental ethical principles and values will also help ensure that EMerald acts as a socially responsible player and actively seek to positively impact internal and/or UN’s Sustainable Development Goals, relationships with contractual partners, competitors, and governmental bodies/authorities. EMerald will annually report sustainability measures and continuously strive for openness and fairness also with co-operators and others.
2. EMerald shall maintain a constructive and open dialogue with authorities, and all (contractual) partners shall be treated with due respect.
3. EMerald aims for fair and open competition in all markets. Under no circumstances shall any of its employees or contractors participate in activities resulting in unfair competition or advantages, like price fixing, market sharing or similar.
4. EMerald supports activities outside the company but expects transparency and clarity if this may affect the work in EMerald.
5. All privacy legislation and regulation will be respected by the company and its employees, based on the current privacy policy posted on the company website.
   

Loyalty, conflicts of interest, and duty of confidentiality

1. EMerald requires all employees to show loyalty to the company and to refrain from any actions or interests that may impede their ability to perform their work objectively and effectively.
2. Conflicts of interest should be avoided. If a potential or concrete conflict of interest arises, the employee in question is responsible for assessing the situation and, if necessary, notifying a superior without undue delay. This applies to all conflicts of interest that may involve customers, suppliers, current or future employees, competitors, or other connections.
3. All employees shall keep secret all confidential information about EMerald, to avoid unauthorized parties gaining access to it and shall show due caution in conversations about internal matters, to avoid being overheard by unauthorized parties.
4. Only the CEO and chairman of the board of directors, or a person delegated by them may make public statements on behalf of EMerald concerning financial conditions, prospects, and the board of directors.
   

Compliance, control, and sanctions

1. All employees and contractors will regularly verify they have read and will comply with the obligations set forth in this Code of Conduct.
2. As an integral part of internal control and external audits, EMerald shall, under board supervision, ensure compliance with all aspects of this code of business conduct.
3. Any question or uncertainty concerning interpretation or application of the code of business conduct should be addressed to the CEO or the chairman of the board of directors.
4. Any violation of the relevant legislation or regulation, this code, or company policy shall be reported to the relevant superior, CEO or the chairman of the board. This may also be reported by using the Emerald Integrity Line with the following e-mail address: integrity@emrld.no, reaching the chair of the board of directors.
5. The CEO or board of directors shall, without undue delay, investigate all reported instances of violation of this code and take necessary and preventive action.
6. Violations may lead to police investigation and indictment or work environment law- or contractual reactions. All serious violations of the code shall also be reported to the board of directors.