Code of Business Conduct and Ethics

S e t t i n g

t h e

R i g h t

C o u r s eOur Vision, Mission and Core Values
Our Vision
Pioneering a world where the ocean and humanity
co-exist in harmony.

Our Mission
Unlocking the ocean’s potential by supplying unique
floating solutions for a sustainable future.

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Core Values
CORE VALUESMODEC is committed to our OCEANOne Team
Unifying a diverse MODEC through inclusion, equality, trust, collaborationand open communication to cultivate true value creation.

Care
Prioritizing safety in all we do and nurturing our people, our assets, ourenvironment and our legacy.

Empowered
Harnessing our pioneering spirit, taking ownership of our decisions andempowering our people to go beyond, together.

Agile
Responding swiftly to change with a results-oriented mindset and pursuing
continuous improvement.

iNtegrity
Conducting business in the right way, every day through our complianceand ethics culture, by upholding human rights and acting withprofessionalism.

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A Message from Our
President & CEO
Dear MODEC Group Colleagues,
Since MODEC’s founding in 1968, we have grown in harmony with the oceanand have contributed to the global society through more than 50 years ofoperation and development in the offshore oil & gas field. Today, we have asignificant presence in the world as a leading company in the global offshore
oil & gas industry.
For a company to be accepted by society as a global citizen, to receive agood reputation for its existence and actions, and to succeed in business,the integrity of the company and of each and every employee is an essential
element. As one of the industry’s leading companies, we are expected to act
with integrity.
Integrity is based on compliance and ethics. It is important for all of us tohave diligence and humility, and also develop a personality with dignity.
Personal integrity requires that each of us be self-disciplined and consistentin our words and deeds, keep our ears to the ground, understand whatsociety requires and expects from us, and make the right choices as aprofessional.
Integrity is not something that can be learned overnight, but rather throughthe influence of the imminent environment and daily learning. Therefore,
your environment, how you think and how you act are deeply connected tothe cultivation of your own personal integrity.
For the ongoing cultivation of corporate integrity, it is essential to create
an environment with open communication that allows you to shareyour thoughts freely, to have a mindset to proactively think about things
independently and solve them, and to respect the different viewpoints andways of thinking of others. Everyone is encouraged to clearly acknowledge
actual or potential issues, value communication and engagement throughthe exchange of information and opinions, and foster a corporate culturethat allows for open dialogue and consultation when you have questions, orfeel something is wrong. I would like everyone to develop a habit of asking
themselves what is right when making decisions.
Social issues and society’s expectations change with the times. We need
to be aware of such changes, assess them, and respond with flexibly andagility. For example, our scope has been extended from CSR to also include
Sustainability, and the range of stakeholders has expanded accordingly.
Furthermore, the real world is complex and often times decision-making
can be difficult. In our daily work, you may encounter a situation which
you find it difficult to act in accordance with laws and regulations, society’s
expectations, and ethics. In such cases, the MODEC Group does not belittle
or ignore the problem, but rather seeks to take a consistent and right choice
as a group, which is a necessary action to embody integrity.
The Code provides us with guidelines for ethical behavior and includes the
MODEC Group policies, procedures, and contact information if you haveany questions. If there is a need to update the guidelines in response to achange in the world, we will take actions accordingly. The Code will help
you make consistent and right choices as a member of the MODEC Group. If
you have any concerns regarding compliance or ethics, reach out to any of
the contacts listed in the Code or the Ethics Hotline. If you think somethingis wrong, don’t turn a blind eye and instead speak up with a sense ofownership. We will ensure the anonymity of reports, and any retaliation forhonest reporting will never be tolerated.
Our Vision, Mission, Core Values reaffirm the importance of integrity andupholds our commitment internally and externally. I would appreciate yourcontinued effort and cooperation towards the further development of the
MODEC Group.
Sincerely,

Hirohiko Miyata, President and CEO
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Table of Contents
Our Vision, Mission, and Core Values .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  2
A Message from Our President & CEO .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  4
About Our Code .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  6
Doing Business the Right Way  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 7Following Our Code .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  7
Our Ethical Responsibilities .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  7
Guidelines for Making Ethical Decisions .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  8
Getting Help  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 8MODEC’s Commitment to Non-Retaliation  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 10
Cooperating with Investigations  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 10

Integrity .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 11
Acting in MODEC’s Best Interests and Avoiding Conflicts of Interest  .  .  .  .  .  .  .  .  .  .  .  .  .  . 12
Exchanging Gifts and Hospitality .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  14
Doing Business without Corruption  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 14
Anti-Social Forces .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .17Avoiding Insider Trading .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  18
Competing Fairly .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  18
Creating Sales and Marketing Materials with Integrity .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  19
Doing Business with Integrity around the Globe  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .20Speaking and Sharing Information on Behalf of MODEC .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .21Choosing Ethical Business Partners  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 22
Following Wage and Hour Laws and Protecting Human Rights  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 22

People .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  23
Harassment and Discrimination  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 24
Creating a Safe Workplace  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 25
Protecting Employees’ Personal Information and Privacy .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  26
Training and Continuing Education .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  27
Participating in Our Communities  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 27

Performance .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  28
Working Safely .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  29
Protecting the Environment  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .29Creating High-Quality Products and Services .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  30
Safeguarding MODEC’s Assets  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .30Protecting Confidential Information .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .31Creating and Maintaining Accurate Books and Records  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 33

Waivers .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  34
5

ABOUT OUR CODE

Doing Business the Right Way
Within the MODEC Group, our strength is measured bymore than just our financial or operational success. It is alsomeasured by our commitment to our Core Values. We take pridein demonstrating these Core Values in our work for the MODECGroup (“MODEC” or “the Company”).
Our Code of Business Conduct and Ethics (“Code”) is here tohelp us do exactly that. The guidance in our Code helps us makesound decisions that meet MODEC’s commitment to acting
ethically, which is in line with our Core Values, protects our
reputation, and enables us to thrive in today’s complex andcompetitive global business environment.

Following Our CodeThis Code has been developed to ensure that all directors,
officers, and employees working on behalf of the MODECGroup companies (including MODEC-controlled joint venture
partnerships, as well as special purpose companies andconsortia) will follow the ethical and legal standards that apply
to our work. In addition, we expect our business partners
who act on MODEC’s behalf—such as suppliers, contractors,
consultants, and temporary workers—to abide by the standardsof our Code.
In addition to following the principles set forth in our Code,we must know and follow the laws and regulations that apply
to the work we do in the locations where we work, including
applicable local content and participation laws. Of course, wemust also follow the requirements of all contracts related tothe execution of projects. At times, we may find ourselves ina situation where applicable local laws or regulations appear
to conflict with the guidance provided in our Code. In thesesituations, we should always seek guidance before taking
action.

Our Ethical ResponsibilitiesThose of us who serve as managers, withor without direct reports, are integral to
MODEC’s ethical culture and have additional
responsibilities, including:
▪

▪

▪
▪

▪
▪

▪

Lead by example: demonstrate the highest
standards of ethical business conduct, act
as a mentor to others, and help others
understand how to do business the rightway
Communicate to direct reports and business
partners about how the Code and othercompany requirements apply to their daily
work
Look for opportunities to discuss ethicallychallenging situations with direct reports
Create an environment where complianceand ethics are valued and others feel
comfortable asking questions and reporting
potential misconduct
Foster a safe work environment
Consider ethics and compliance-related
factors in addition to job performance
when evaluating direct reports
Encourage employees to include
compliance, safety, and quality goals
in their annual performance goals andbusiness objectives

Who Is a
Manager?
Throughout the Code, “manager” refers
to anyone who supervises others at
MODEC. Some locations may use theterm “supervisor” instead, but for thesake of simplicity, the Code will always
use the term “manager.”

For MODEC to succeed, we all need to act with integrity in all ofour business activities. All of us who work on MODEC’s behalf
have the following responsibilities:
Always act professionally, honestly, and ethically▪ Be familiar with this Code and other company requirements▪ Complete all required training by the specified due date
▪ Promptly report any possible legal or ethical misconduct toyour manager or another resource listed in this Code▪

7

Guidelines for Making
Ethical Decisions
Making ethical decisions is not always easy, and there may betimes when you are unsure of the right course of action. If you
find yourself in this situation, remember that you are not alone.
Please refer to the “Getting Help” section of this Code to findkey resources available to assist you.
When faced with a difficult ethical decision, ask yourself thefollowing questions to help make the right choice:
▪
▪
▪
▪
▪
▪

Is it the right thing to do?
Is it legal?
Is it in line with MODEC’s Vision, Mission and Core Values?
Does it follow our Code and other company requirements?
Have I considered all the consequences, both for me and for
the Company?
Will I be comfortable telling others (including my family andmy manager) about my decision?

If the answer to any of these questions is “no,” or if you still
have doubts about whether your decision is ethical or legal,
seek guidance before taking action.

Getting Help
It is important that we come forward with any questions
or concerns we have about a situation that does not seem
quite right. That could include violations of applicable laws
or regulations, The Code, or other company requirements. By

MODEC
Ethics Hotline
When reporting your concern to your supervisor is
uncomfortable, use any of the alternative resources listed
in the Code or use the Ethics hotline:
By Phone: Toll-Free 24 hours a day, 7 days a week, 365
days a year Country-specific Ethics hotline telephone
numbers are posted in all locations and are available on the
Web Portal.
WEB Portal: modec.ethicspoint.com

reporting potential misconduct promptly,
we help MODEC maintain its culture ofhonesty, trust, and integrity, which in turnensures our Company’s business success.
Early reporting also allows the properparties to address potential issues before
they grow into serious problems.
If you have a question or concern, consider
taking the issue to your manager. After all,they know the most about your work. If you
would rather not contact your manager,
you may report your concerns to:
▪
▪
▪
▪
▪
▪
▪

A Compliance representative
A Human Resources representative
A Legal Department representative, suchas the General Counsel
The Chief Compliance Officer(cco@modec.com)
A member of management
MODEC’s Corporate Auditor(hotline.auditor@modec.com)
The MODEC Ethics Hotline- By Phone: Country-specific telephone
numbers are posted in all locations
and are available on the Web Portal- Via Web Portal:
modec.ethicspoint.com- On MODEC’s Intranet: Click thetelephone icon located on the home
page

The MODEC Ethics Hotline is operated byan independent third party and is available
24 hours a day, 7 days a week, and 365
days a year. You have the option to reportanonymously via the hotline, provided
it is allowed by local law. However, youare encouraged to provide your contact
information, as this allows MODEC tobetter investigate your report. Your contact
information will be kept confidential, as thelaw allows. MODEC will promptly review
all reported concerns, investigate, and takeappropriate action to address them.
Unethical or illegal actions not only
expose our Company to possible legal89Illustration
Ana works in Accounting, where she processes expense
reports. She receives a report from a senior manager
in another department that lists a large charge for“entertainment” with no supporting details or gifts andhospitality form. When Ana asks her about it, the senior
manager tells her not to worry about it because it was fora longtime customer. Ana is uneasy because this seems
to violate MODEC’s standards, even though the manager
said it was okay. What should she do?
Ana should contact her manager or report the situation to
the Ethics Hotline right away. This could be a violation of
MODEC’s Gift and Hospitality Standard. It does not matter
if the senior manager told Ana not to worry about thisexpense—if the situation does not seem right, she shouldreport it. Speaking up about issues helps to maintain
MODEC’s culture of ethics, and no one will ever faceretaliation for making a good faith report.

consequences, but such behavior also undermines our ethicalculture. For this reason, the Company will take disciplinary
action against those who violate our Code, other company
requirements, or the law, up to and including termination of
employment or a contractual relationship.

Additional Resources for More Information
For more information on the Ethics Hotline and how
compliance and ethics concerns are investigated, refer to theCompliance and Ethics Reporting Standard and the Complianceand Ethics Investigation Standard. You can also contact aCompliance representative or the Chief Compliance Officer at
cco@modec.com.

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MODEC’s Commitment to
Non-Retaliation
MODEC never tolerates retaliation against
anyone who makes a good faith reportof suspected legal or ethical misconduct.
“Good faith” means that you provide all theinformation you have and you believe yourreport is true—even if it later turns out thatyou were mistaken.
Our Company takes reports of retaliation
seriously. MODEC will investigate
such reports, and, if warranted, takeappropriate disciplinary action, up to andincluding termination of employment or acontractual relationship. If you believe you
have experienced retaliation, you should
contact one of the resources listed in the“Getting Help” section of this Code.

Cooperating with
Investigations
If you become involved in a complianceinvestigation (whether conducted by
MODEC or a government entity), you should
cooperate fully and answer all questions
completely and honestly. Before responding
to a request for information related to agovernment investigation, contact the Legal
Department or local leadership. At times,
you may be notified that certain records
are under a legal hold as part of an audit,
investigation, or legal proceeding. Always
make sure to follow MODEC’s records
hold requirements in these situations. If
MODEC discovers through an investigationthat a legal violation occurred, MODEC will
cooperate fully with the authorities.

INTEGRITYAt MODEC, we hold ourselves to highstandards of integrity and always do theright thing. Of course, we are committed
to following all laws that apply to us—but
we do not stop there. In our work for
MODEC, we demonstrate high standards ofhonesty, integrity, and fairness. That means
we make good choices for our Company
and keep our commitments to all our
stakeholders. Doing so helps us succeed in
the market and improve the global businessenvironment. We are all responsible fordoing the right thing and demonstrating
integrity every day, in all of our actions.

Acting in MODEC’s BestInterests and Avoiding
Conflicts of Interest
As part of our commitment to integrity, wealways act with MODEC’s best interests
in mind and avoid conflicts of interest. A
conflict of interest arises whenever you
have a competing interest that may makeit difficult for you to make an objective
decision on behalf of MODEC. We should
never allow personal interests to interferewith our ability to make good judgementson MODEC’s behalf.
There are many types of conflicts ofinterest, but they all have one thing incommon: they could put us in a situation
where we have to choose between doing
what is best for MODEC and doing what
is in our personal interest (or our family
members’ or friends’). We must always
avoid situations that can lead to eventhe appearance of a conflict, in order tomaintain MODEC’s reputation for integrity
and the trust that the people we work withand our communities place in us.

12Our Responsibilities
It is impossible to describe every potentiallconflict of interest,
but here are some common examples.
Outside Employment. A conflict of interest may arise if
outside work, including self-employment, interferes with yourability to fulfill your MODEC responsibilities, may cause you
to disclose our Company’s confidential information, or could
negatively affect MODEC’s reputation. This includes working—or intending to work—as an employee, director, officer,
consultant, or contractor of a MODEC business partner, supplier,or competitor. If you are considering taking on outside workwith one of these organizations, disclose the situation to yourmanager and a Compliance representative to ensure there is noconflict of interest.
Working with Family Members or Friends. If you work with afriend or family member (such as a child, spouse or significant
other, sibling, parent, aunt or uncle, grandparent, or other close
relative), you may face a conflict of interest. In this situation,
you might treat your friend or family member differently than
you would other employees, which is not in MODEC’s bestinterest. To prevent this, contact your manager if you supervise
or work closely with a friend or family member.
Family Business Relationships. Our family members’
employment could also create a conflict of interest for us. If a
family member works for a MODEC business partner, customer,
or competitor, you must disclose the situation.
Investment Interests. You must disclose any investments thatyou or your family members have in any MODEC business
partner, customer, or competitor, unless the company ispublicly traded and the investment is less than ten percent of
the outstanding shares. You should also disclose an investment
in one of these companies if it makes up the majority of yourinvestments. Contact a Compliance representative or a memberof the Legal Department about any such investment right away
to determine how to handle this potential conflict.
Corporate Opportunities. Through your work for MODEC, you
may learn of a business opportunity you would like to takeadvantage of for yourself. Before doing so, you should becertain that MODEC has decided not to pursue the opportunity,and you must confirm that taking this opportunity for yourself
would not be a breach of any confidentiality obligation. Contact
a member of the Legal Department to ensure you avoid apotential conflict or breach of confidentiality.

It is not always easy toidentify conflicts of interest.
Here are some real-world situations that
may result in a conflict of interest.
Working with family: Your brother-in-law
is an engineer, and you hire him for a job on
a MODEC vessel. You will be supervising his
work.
Investments: Your father recently used hislife savings to buy a large amount of stock in
one of MODEC’s competitors.
Outside employment: One of MODEC’s
suppliers is looking for a part-time engineer
to advise them. You do similar work for
MODEC, so you offer your services toour supplier.
Corporate opportunities: A MODEC customer
asks if the Company can develop a newfeature for one of its vessels. While yourmanager is still considering the opportunity,
you contact the customer and tell them you
can do the work for half the price in yourspare time.

Public Officials. We need to be certain that
we are dealing fairly and impartially with all
public officials and government employees.
If you or a family member currently is or has
been a public official or an employee of agovernment entity, or is currently running for
public office, disclose the situation promptly.
If you find yourself involved in an actualor potential conflict of interest situation,
you must disclose it to your manager anda Compliance representative. Our personal
circumstances can change, and new conflicts
can surface over time. Therefore, we shouldreport any new potential conflicts as theyarise.

13

Additional Resources for More Information
For more information on conflicts of interest, contact yourmanager, your Compliance or Human Resources representative,
or a member of management.

Exchanging Gifts and Hospitality
Gifts and hospitality can strengthen business relationships withour customers and business partners, but it is important to offer
and accept them with integrity in mind. At MODEC, we do notoffer or accept gifts or hospitality, no matter their value, if theintent is to improperly influence a business decision.
In general, gifts and hospitality may only be exchanged when
they are modest, reasonable, and in line with both the applicablelaw and the policy of the recipient. In addition, make sure
to report any gifts or hospitality you offer or receive from abusiness partner–even on a personal level–and receive approvalaccording to MODEC’s standards.
MODEC has offices in many regions around the world, andspecific limits may apply depending on our location. We
should learn and follow the local rules, both the applicablelaws and MODEC’s standard, for offering or receiving gifts or
hospitality. These rules are based on where the gift is offeredor received, regardless of the MODEC company with which weare associated. Where no local rule exists, we should follow the
global limits described in MODEC’s Gifts and Hospitality Standard.

hospitality to public officials, and always
report any interactions you have with public
officials to MODEC. For more information
about working with public officials, see the“Doing Business without Corruption” sectionof this Code.

Our Responsibilities
▪

▪

▪

▪

▪

▪

Illustration
Mina recently had dinner with a potential customer
who was not a public official. It was not extravagant,and she followed MODEC’s requirements about offering
hospitality. Does she still need to report the dinner?
If the dinner was more than USD 50.00 or if Mina has
had dinner with this potential customer frequently,
then yes, she does. To keep track of expenses and to
make sure we are doing business the right way, weneed to report gifts and hospitality expenses in linewith MODEC’s Gifts and Hospitality Standard.

In addition, we must exercise extra care when offering gifts or
hospitality to public officials. We cannot offer a public official
any business courtesy that could be seen as an attempt to
influence a business decision or obtain an improper advantage.
Because of legal restrictions, make sure to ask for guidancefrom a Compliance representative before offering gifts or
14

Only offer or accept modest gifts andhospitality consistent with MODEC’s
requirements
Never offer or accept cash or cash
equivalents, such as gift cards andgift certificates
Be particularly sensitive when exchanging
business courtesies with representativesof organizations that are currently
involved in MODEC’s purchasing or
business decisions, as this could look
like an attempt to influence a businessdecision
Never request personal gifts, favors,
entertainment, or services in connection
with your employment with MODEC
Understand and follow the policies of therecipient’s organization and the laws that
apply to that organization
Report any requests for gifts or hospitality
to a Compliance representative or the
Chief Compliance Officer

Additional Resources for More
Information
Refer to the Group Anti-Corruption
Compliance Policy, Gifts and Hospitality
Standard, and the Third Party Intermediaryand Business Partner Standard. You canalso contact your manager, a Compliance
representative, or the Chief Compliance
Officer for guidance.

Doing Business without
Corruption
We conduct business free from the influenceof bribery and corruption, not only becauseof our commitment to doing the right thing,
but also because doing so is better for the
global business community. We all havea responsibility to know and follow allWho Is a Public Official?
“Public official” is a broad term that refers to many different
people, including:▪ Any elected or appointed government official, officer, or
employee▪ Anyone acting in an official or public capacity on behalf of agovernment at any level▪ Any official or employee of a non-governmental internationalorganization, such as the United Nations, Red Cross,International Monetary Fund, and theWorld Bank
▪ Anyone acting for or on behalf of any entity that is wholly or
partially owned or controlled by the government (such as anational oil company)▪ Any political party official, officer, or employee, or anyone else
acting for or on behalf of a political party▪ Any candidate for public office, even if not currently
in office
It is not always easy to tell who is a public official or if a company
is state owned. If you have any questions, contact your Compliance
representative or the Legal Department.

applicable anti-corruption and bribery laws
everywhere we do business, such as theJapan Unfair Competition Prevention Act,
the US Foreign Corrupt Practices Act (FCPA),
the Brazilian Clean Company Act, and the UK
Bribery Act.
Our stance on bribery is simple: we never—directly or indirectly—offer, give, promise,or authorize anything of value to anyone,
including any public official, to get or keep animproper advantage. An improper advantage
is one MODEC is not entitled to and/or is notreadily available to other companies.
Bribes can take any of the following forms:
Cash or a cash equivalentLavish gifts▪ A business advantage▪ A job offer for an individual, their friend, ora member of their family▪ Political or charitable contributions▪
▪

In addition, we never offer or accept
kickbacks. A kickback is a corrupt paymentthat is made after a business deal iscompleted, such as an inflated commission.
Like bribes, kickbacks have no place at
MODEC.

Third Party Intermediaries andBusiness Partners
In certain situations, a third party may
represent MODEC. In these cases, third parties
must meet our standards for ethics andintegrity. If you work with these third parties,
you have a responsibility to help ensure thatthey do not make or offer bribes on MODEC’s
behalf. Similarly, never ignore circumstances

15

Illustration
Kwame needs to get an important environmental permit
for a new MODEC vessel, but the public official in
charge of permits told him it could take up to six months
to process the request. The official’s daughter recently
graduated from college, and he asks Kwame if he could
get her an internship with the Company. “If I knew mydaughter was taken care of,” the public official says,“I would show my gratitude as quickly as possible.”
Kwame understands that this means the permit would
be processed more quickly. He does have an open
internship position, and he really needs the permit. Can
he offer the public official’s daughter an internship with
MODEC?
No, he cannot. Even though the internship is for theofficial’s daughter rather than the official himself, it
could still qualify as bribery of a public official—and
we never offer or accept bribes. Gaining a businessadvantage is never worth engaging in corruption.
Kwame will just have to wait for the permit
he needs.

16

that could indicate improper conduct or
unlawful actions, and never pay any business
partner if you know that the funds will be
used improperly.

Facilitating Payments
Facilitating payments, sometimes known asgrease payments, are typically small payments
to lower-level public officials to expedite or
secure certain non-discretionary, routine
governmental administrative actions. These
could include obtaining permits or starting
utility services. In some cases, these payments
may be legal, but that does not mean it is rightto offer them. To uphold our commitment
to integrity, MODEC only allows facilitating
payments when our health or well-being isthreatened. If you have to make a facilitating
payment in such a situation, immediately
disclose it to the Chief Compliance Officer.
You should also make sure that it is accurately
recorded in MODEC’s books and records.

Our Responsibilities

Anti-Social Forces▪

Do not accept, offer, give, promise or authorize bribes or
kickbacks directly or indirectly to influence a businessdecision▪ Record all expenses and transactions accurately in MODEC’s
financial records▪ Do not make any payments intended to improperly influenceanyone, including a public official▪ Report any suspicious offers or requests to a Compliance
representative or the Chief Compliance Officer

In some countries where MODEC does
business, anti-social forces, such as gangs
and similar groups, may be present. These
groups have a negative impact on society, thebusiness environment, and the rule of law.
As such, we will never deal with anti-social
forces or allow them to influence MODEC’s
business or our high standards of integrity.

Additional Resources for More Information

Our Responsibilities

For more information on MODEC’s anti-corruption stance,
refer to the Anti-Corruption Compliance Policy and Third Party
Intermediary and Business Partner Standard, or contact aCompliance representative or the Chief Compliance Officer.

▪

Never make any payment to an anti-socialgroup (or a company affiliated with thistype of group) for hush money, bodyguardfees, or any other reason▪ Do not engage in negotiations with any
anti-social force▪ Do not make one-time payments as atemporary solution to an anti-social force’s
threats or intimidation

17

Additional Resources for More Information
If you are threatened or intimidated by anyone associated withan anti-social force, notify your supervisor or the appropriate
member of management immediately.

Avoiding Insider Trading
Doing business with integrity also requires that weappropriately handle all information we have access to in ourwork for MODEC. In particular, we may never trade securities
on the basis of inside information—that is, information that isboth material and nonpublic. Information is material if it could
impact someone’s decision to buy, sell, or hold a security, and
it is nonpublic if it has not been made publicly available toordinary investors.
No matter your position within MODEC, you may never trade
securities on the basis of inside information. And you may
never pass such information on to others so that they can maketrades (a practice known as “tipping”). Once inside informationis released to the public, you need to wait two days to allow themarket to absorb it before making any trades.

Our Responsibilities
Do not buy or sell securities of MODEC (or any othercompany) on the basis of inside information▪ Be careful when someone requests confidential information
about MODEC, our business partners, or customers—evencasual conversations could be viewed as tipping▪ To avoid the appearance of trading on inside information, do
not engage in “short sales” or trade in puts, calls, or otheroptions or derivatives on MODEC’s stock▪ Information that has not been made public must not bereleased outside of MODEC unless requested as part of anaudit, investigation, or similar legal process▪

Additional Resources for More Information
For more information on insider trading, contact the General
Affairs Department in Tokyo, the Chief Compliance Officer, or aCompliance representative.

Competing Fairly
In our competitive industry, we want to win business basedon the quality of our services and the integrity of our businesspractices, not by manipulating the market. We must neverengage in any improper activity that may limit competition
through illegal or unfair means or violate competition or
antitrust laws.

18

Examples ofAnti-Competitive
Activities
There are many different types of anticompetitive business practices, including:▪ Agreeing with other companies not to
do business with certain suppliers or
customers▪ Dividing customers or suppliers withother companies▪ Price fixing▪ Bid rigging▪ Bundling or tying goods and services▪ Taking advantage of a dominant market
position▪ Sharing supplier pricing information
with other competing suppliersThis is not a complete list of actions thatmight violate competition or antitrust
laws. If you have questions, contact yourmanager, a Compliance representative, or
the Legal Department.
There are many different business activities
that may be considered anti-competitive.
For example, agreements to improperly limit
or restrain trade always violate antitrust
laws. These agreements do not need to be
written or formal; they can be oral, implied,or informal. In addition, there are many otherbusiness activities that may violate antitrust
laws in certain situations. These activities
may include restrictive supply or distributionagreements or using a strong market position
unfairly to harm competitors or customers.
Antitrust laws are very complex, and therisks of non-compliance can be severe. As ageneral rule, limit contact with competitors
and always avoid discussing anti-competitive
topics. If you find yourself in such a
conversation, state your objection, leave themeeting immediately, and report it to yourmanager.

Our Responsibilities
Always conduct business in a way that promotes free tradepractices, avoiding any activities that could be consideredanti-competitive▪ Never exchange competitively sensitive information withcompetitors, such as pricing, costs, or MODEC’s futurebusiness plans▪ Avoid any conduct that may violate competition or antitrust
laws, rules, or regulations▪ Report any suspected anti-competitive activity to aCompliance representative or the Chief Compliance Officer▪

Additional Resources for More Information
For more information on fair dealing and antitrust compliance,
contact the appropriate member of management, a Compliance
representative, the Legal Department, or the Chief Compliance
Officer.

Creating Sales and Marketing Materials
with Integrity
We want to succeed on the merits of MODEC’s products andservices—not because of dishonest marketing practices. In
MODEC’s sales and marketing materials, we must always

present our products and services honestly
and truthfully, without disparaging ourcompetitors. This commitment to honesty
and integrity helps us develop and maintainthe best possible relationships with ourcustomers.

Our Responsibilities
Never exaggerate or knowingly makemisstatements in MODEC’s sales ormarketing materials▪ Do not make untrue claims about ourcompetitors or their products and services▪ Make sure you are following MODEC’s
trademark and brand standards▪ Focus on the benefits that MODEC offers to
its customers and other business partners▪

Additional Resources for More
Information
For more information about creating sales
and marketing materials, talk to a member ofmanagement, the General Affairs Department
in Tokyo, a Compliance representative, or the
Legal Department.

19

Doing Business with Integrity aroundthe Globe

Additional Resources for More
Information

We must be committed to following all laws related to tradecompliance (export and import controls, customs, economic
sanctions, and anti-boycott laws) that apply to us in the
countries where we do business. These include laws andregulations in effect in Japan, Brazil, Ghana, Singapore,
Australia, the United States, and other countries where MODEC
operates, as well as MODEC’s own requirements. Because theselaws may vary based on our location, it is up to us to know andfollow the laws that apply to our work, and to seek advice if weare unsure of the right course of action.

For more information, contact yourmanager, your Procurement Management
representative, a Compliance representative,
the Legal Department, or the Corporate
Planning & Strategies Department in Tokyo.

Import and export laws do not just apply to physical products.
They also place restrictions on certain technologies, software,and technical information that is shipped to or from shipyards,
vessels, platforms, or other MODEC facilities. These laws caneven restrict information that is viewed by or provided tonationals of certain countries. Regardless of the work we dofor MODEC, we need to know and follow the import and export
laws that apply to us.
We must also be sure to comply with applicable laws related toembargoes and trade sanctions, which may limit our ability to
do business with certain countries, nationals of those countries,
or specific entities or individuals. In addition, we should neverparticipate in any unsanctioned boycotts, or refusals to dobusiness with specific countries or individuals.

Our Responsibilities
▪
▪
▪

▪
▪
▪

▪
▪

20

Follow all applicable export control laws when exporting
products, technologies, software, and technical information
Understand what is considered an export under applicable
laws
Provide accurate information about import tariffclassifications, value, description of goods, country of origin,product marking, preferential trade status, and other criticalelements
Follow all applicable laws related to embargoes and trade
sanctions
Do not participate in unsanctioned boycotts
Be cautious of requests to boycott a country or individual,
which can often appear in contracts, shipping documents, orpurchase orders
Ask questions so you know the final use and user of ourgoods and technologies
Report any requests that violate our company requirements
or applicable laws to a Compliance representative or the
Legal Department

Money Laundering
MODEC seeks to do business with customers
and business partners whose businessactivities are legitimate and whose funds
come from legal sources. Money laundering—
the process of “washing” or hiding theproceeds of criminal activities to make itseem that the money comes from a legitimate
source—is a global problem with far-reachingand serious consequences for our businessand the world. Even the appearance of taking
part in money laundering activities canundermine our integrity and damage ourCompany’s reputation.
Signs of money laundering can include:
▪
▪
▪
▪
▪

Overpayments with a request for a partial
refundRequests to break one large transaction into
smaller ones
Cash payments
Payments made by a third party on anotherperson’s behalf
Requests to transfer money to anothercountry

Our Responsibilities▪

Be watchful for signs of money launderingand report any suspicions immediately to
a Compliance representative or the Chief
Compliance Officer

Additional Resources for More
Information
For more information about money
laundering, contact your Procurement
Management representative, a Compliance
representative, or the Chief Compliance
Officer.

Speaking and Sharing Information on
Behalf of MODEC
To be certain that public information about our Company isclear, consistent, transparent and truthful, only authorizedindividuals may speak on our Company’s behalf. If you are notan authorized Company spokesperson and receive a request for
information related to MODEC or our business from an analyst,
investor, or a member of the media, forward the request to theappropriate member of management.
Many of us use social media, such as online forums, blogs, or
social networking websites, to communicate with friends andfamily and keep up with events around the world. However,
we need to make certain that we use caution if we speak about
topics related to our Company on social media. When using
your personal social media accounts, be careful not to give theimpression that you are speaking on behalf of MODEC. Make
it clear that your views are yours alone, and do not reveal
confidential MODEC information online.

Our Responsibilities
Only communicate with investors, analysts, or members ofthe media if you are authorized to do so▪ If you intend to write or speak publicly (for example, at aseminar, at a conference, or on social media) about a topic
related to MODEC’s business, be sure to get prior approval
from your manager and the Corporate Planning & Strategies
Department in Tokyo▪ When communicating about matters related to our Company,
be sure that you clearly state that the views expressed are
your own and do not necessarily reflect MODEC’s views▪

Illustration
Philip reads an article online abouta safety issue that one of MODEC’scompetitors has encounteredrecently. He shares the article
on his social media account andcomments, “MODEC is working
on a new proprietary technology
to prevent these types of issues
on our vessels! MODEC believes
that things like this can always be
avoided—only companies without
integrity let these problems
happen.” Has he done anything
wrong?
Philip should delete this post
immediately. Not only has herevealed confidential information
about MODEC’s future products,
but readers could also interpret
his comment to mean that heis speaking on MODEC’s behalf.
Instead, Philip should protect
MODEC’s information and makesure to state that his views do notreflect MODEC’s stance.

21Additional Resources for More Information
For more information, Refer to the External Communications
Standard or contact the Corporate Planning & Strategies
Department in Tokyo or your local management.

Choosing Ethical Business Partners
Our suppliers and other business partners help MODEC perform
at the highest levels and achieve business success. To be sure
we are doing business with integrity, we should choose only
suppliers and business partners who meet our commitment
to ethics. For those of us who work with suppliers and otherbusiness partners, ensure their actions reflect that theyembrace high ethical standards and share our commitment tooperating with integrity. Promptly report any potential issue
that you observe to a Compliance representative.

Following Wage and Hour
Laws and Protecting Human
RightsWe respect and support universal humanrights. At MODEC, we believe that all humanbeings are born free and equal, and we
conduct our business in line with this core
belief. MODEC does not employ underage
workers or use any type of forced labor. Our
Company will not knowingly partner or do
business with any third party that illegally or
improperly employs underage workers or uses
forced labor.

Our Responsibilities
Report suspected human rights violations toyour Human Resources representative▪ Understand and obey all human rights lawsthat apply to your work

Our Responsibilities▪

Communicate our standards for high performance andintegrity in the areas of health, safety, security, theenvironment, and human rights to our business partners▪ Watch for signs that our business partners are violating
applicable laws or regulations▪ Report unethical requests from suppliers or other business
partners to a Compliance representative▪ Cooperate with audits of our business partners

Additional Resources for More
Information▪

Additional Resources for More Information

For more information about human rights, see
the MODEC Group Sustainability Foundation.
You can also contact your Human Resources
representative or the Legal Department.

For more information on business partner relations, contact
your Procurement Management representative or a Compliance
representative.

Illustration
Yamamoto-san works with a MODEC supplier that manufactures an important component of theCompany’s vessels. When he visited their factory, he noticed that some of the workers looked very
young, and not everyone had the right protective equipment. He is worried that the supplier might behiring underage workers and cutting corners on safety. Should he say anything?
Yamamoto-san should report what he has seen to his Human Resources and HSSEQ representatives.
MODEC is committed to working only with third parties that follow labor laws, respect and support
the protection of universal human rights, and adhere to workplace safety requirements. If you know
or suspect that any of MODEC’s suppliers are not meeting our Company’s high standards, speak up
about it.

22

PEOPLEPEOPLE

What Is
Harassment?

Working effectively as a team is key to MODEC’s success. We
collaborate, communicate, and cooperate in order to achieve
our goals and solve our customers’ problems. To accomplish
this, we must always maintain a respectful, positive, andsafe work environment where we can all do our best work.
We are committed to developing ourselves, both in terms ofprofessional skills and in terms of helping MODEC maintain its
positive work environment where everyone can succeed.

Here are some examples of behavior
that might qualify as harassment:▪ Using foul language or gestures▪ Commenting on someone’s appearance,even after they ask you not to▪ Displaying suggestive images in theworkplace▪ Calling someone names (or giving
them a nickname) based on their race,
gender, ethnicity, religion, or otherprotected characteristic▪ Repeatedly invading someone’s
personal space

Harassment and Discrimination
At MODEC, we maintain a diverse workforce, where personnel
are hired, retained, compensated, disciplined, and promoted
solely based on their contribution to MODEC and theirperformance. This helps us build the strongest possible teamand succeed as a company. Our Company is committed toproviding equal employment and career opportunities freefrom discrimination or harassment wherever we do business.
We support this principle by providing equal employment
opportunities to all employees, applicants for employment, andqualified individuals regardless of race, national or territorial
or social origin, caste, birth, religion, disability, gender, sexual
orientation, family responsibilities, marital status, union
membership, political opinions, age, or any other characteristic
protected by applicable national and local laws or regulations.
Likewise, harassment is never acceptable in our workplace.
Harassment is behavior that is unwelcome and offensive to
specific individuals or groups or that unreasonably disrupts

Illustration

Mingyu is a piping engineer at MODEC, and she recently
interviewed for a lead engineer position, which would
involve supervising a team of ten other engineers—all
men. She found out that the hiring manager gave thejob to someone else. When Mingyu asked him what she
could have done better to get the job, he told her, “Youare a great candidate for the job, but I just do not think
the guys on the team would listen to a girl.” What should
Mingyu do?
Mingyu should contact a manager she trusts or a Human
Resources representative, or report the incident throughthe Ethics Hotline. It sounds like the hiring manager’s
decision was influenced by factors other than Mingyu’s
qualifications, skills, and potential. MODEC wants tohave the most qualified people in every job, regardlessof their gender, race, or other protected characteristics.
24

their work. We never tolerate actions,comments, inappropriate physical contact,
sexual advances, or any other conduct that is
intimidating, offensive, or hostile. Regardlessof the form it takes, harassment based on any
protected characteristic is never acceptable at
MODEC.
To work together effectively, we all have a
responsibility to uphold a workplace in which
we all feel safe and respected. Accordingly,
bullying—such as threats or acts of violence,
intimidation, abusive language, and instillinga sense of fear in others—has no place at
MODEC.

Our Responsibilities
Do your part to help maintain a productive,
professional, and harassment-free work
environment, treating all co-workers,
business partners, customers, and visitorswith respect▪ If you feel you have experienced orwitnessed harassment, speak up and tell the
person responsible that you are upset by
their actions▪ Even if you believe your acts or words areinnocent, stop at once if someone asks you
to do so▪

▪

Report any harassment you experience or witness to your
Human Resources representative or the Ethics Hotline

Additional Resources for More Information
For more information on harassment and fair employment,
refer to the Human Resources Policy or Organizational Healthand Well Being Standard for more information or contact your
Human Resources representative. Remember that you will
never face retaliation for reporting a concern about harassment
or discrimination.

Creating a Safe Workplace
Maintaining a safe and secure work environment requires
active support and participation from each of us. Our Company
works to ensure the security of its property, employees, andauthorized visitors by putting procedures in place to effectively
respond to crisis, emergency, and security situations. As partof the MODEC team, we must know and follow all safety
requirements that apply to our work.
For all of us to do our best work for MODEC, we need to feelsafe and respected in our workplace. Accordingly, our Company
never tolerates acts or threats of physical violence against
co-workers, visitors, or anyone on MODEC property, or during
Company travel or Company-sponsored events. That includes
any of the following:
▪
▪
▪
▪
▪
▪
▪

Engaging in horseplay
Making threatening remarks
Stalking or harassing behavior
Causing physical injury
Intentionally damaging someone else’s property
Acting in an aggressive, threatening, intimidating, or coercive
mannerIgnoring posted safety signs or directions

In addition, unless otherwise addressed by local law, wemust never bring firearms or other weapons, explosives, orunauthorized dangerous materials onto MODEC property. This
includes parking lots, alternate work locations maintained by
MODEC, and Company-sponsored events. We must follow therules that govern the MODEC office location where we areworking or visiting.

Our Responsibilities
Be alert to safety risks
If your work location issues identification badges, be sure towear yours in clear view at all times▪ Participate in emergency and security annual reviews, drills,
and exercises▪ Understand the regulatory requirements, controls, andpreventive measures that apply to your work▪
▪

Understand your responsibility for
responding to emergencies and security
threats▪ Promote proper work habits and use
good judgment▪ Report any issues to your manager or
HSSEQ representative▪

Additional Resources for More
Information
For more information on maintaining a safe
and secure work environment, refer to the
Health, Safety, Security, Environmental andProcesses Policy and HSSE Standards orcontact your HSSEQ representative.

Illustration
Arturo works on a MODEC vessel,and he has noticed that his coworker, Javier, sometimes plays
practical jokes on other membersof their team, such as hiding theirwork equipment. Javier thinks he isjust being funny, but not everyone
agrees. What should Arturo do?
Arturo should contact his manager
or another resource. Even if Javier
thinks his behavior is funny, this kindof horseplay is never acceptable,
and it could lead to accidents or
injury. Workplace safety is no joking
matter, and we all need to take our
responsibility to promote a safe
workplace seriously.

Alcohol and Drug Guidelines
To keep our workplace safe and productive,
we must be free from illegal drug use,
misused prescription medications, or alcohol
use that may impact our ability to work safely.
Of course, we must never use, possess,
distribute, purchase, sell, or manufacture
illegal drugs on MODEC’s premises. In
addition, we may not report to work under
the influence of alcohol or any substancethat negatively affects our ability to work25

safely. While MODEC allows for limited consumption of alcohol
at Company-sponsored events, we should always use good
judgment and exercise moderation in these situations. If
warranted, our Company may impose stricter guidelines aboutalcohol consumption at assignment locations or on vessels.

an individual. Common examples include
government issued identification numbers,
contact information, health information,
performance evaluations, and personnel
records.

Our Responsibilities

Our Responsibilities

Always be alert and ready to carry out your work duties▪ Never report to work if you are impaired by any substance▪ If you have a problem with substance abuse, seek
professional help or contact your Human Resources
representative▪

▪

Additional Resources for More Information▪

Refer to the Human Resources Policy or Organizational Healthand Well Being Standard for more information. You can also
contact your Human Resources representative if you havequestions about MODEC’s drug and alcohol guidelines.

▪

Protecting Employees’ Personal
Information and Privacy
In recent years, individuals, companies, and governments havegrown increasingly concerned about the privacy and security of
personal information, and many governments have put laws inplace to protect such information. We must do our part to protect
our co-workers’ personal information. Personal information
is anything that, either alone or in combination, identifies

26

▪

▪

Collect personal information only for
legitimate business purposes, and keep it
only as long as necessaryProtect personal information, handle it
securely, and use it only according to theterms by which it was collected
Only share personal information with others
who have a legitimate need to know it andare authorized to receive it
Keep in mind that there may be legal
restrictions on transferring personal data to
another party or another country
Make sure that third parties understand theimportance we place on privacy and upholdour standards for protecting employee
personal information

Additional Resources for More
Information
Since data privacy laws vary by country,
make sure to contact the Legal Department
or a Compliance or Human Resources
representative if you have any questions

about the right way to handle employee personal information.
Please also refer to your local Data Protection Standard forfurther information.

Training and Continuing Education
Developing ourselves as employees and professionals is key tohelping MODEC succeed, and it helps us perform our best workand make MODEC a place where we are all proud to work. We
are expected to complete all assigned training—whether related
to safety, ethics and compliance, or specific work skills—in
a timely manner, and we should feel free to raise questions
related to the training materials. By fully engaging in all training,
we help MODEC remain competitive and do businesswith integrity.

At times, MODEC may make contributions
to charitable organizations that support our
Company’s Core Values and business objectives.
These contributions must comply with applicablelaws and regulations and MODEC requirements.
There are specific guidelines that must be
followed when lobbying or making contributions
on behalf of MODEC. If you are involved in these
activities, be sure to know and follow the lawsthat apply to your work.

Our Responsibilities▪
▪

Our Responsibilities
Complete all training assigned to you by the due date
▪ Contact your manager if you are interested in learning aboutcertain topics or developing specific skills▪

Additional Resources for More Information
For more information on training and continuing education,
contact a member of management or your Human Resources
representative.

▪
▪
▪

▪

Participating in Our Communities
MODEC encourages each of us to participate in ourcommunities and in the political process, including making ourown personal charitable and political contributions. However,except as authorized within the scope of an existing support
program at a MODEC Group Company, we must do so on our
own time and at our own expense, making it clear that ourviews and actions do not represent MODEC.

▪

▪

▪

Illustration
Maria’s daughter’s school choir is holding a fundraising
drive, so she uses the office copier to make 100 fliers forthe upcoming event. She decides to distribute some fliers
to her coworkers and ask them to consider donating tosupport her daughter. Is she doing the right thing?
No, she is not. Though Maria is free to support any cause
she chooses in her spare time, she should not use MODEC’s resources to do so—and that includes making fliers
at work.

▪

Make it clear that your individual politicalactivities are not endorsed by MODEC
Unless you have prior approval do not associate
your individual charitable contributions withMODEC
Do not use MODEC resources for your personal
political purposes
Without permission, do not use MODEC
resources for your personal charitable purposes
Never pressure anyone—whether an employee,customer, or business partner—to contributeto, support, or oppose any political candidate or
party
Never pressure anyone—whether an employee,customer, or business partner—to contributeto, support, or oppose any political candidate or
party
Before you campaign for, seek, or accept
appointment to public office, contact yourmanager
Be sure that your charitable and politicalactivities do not create, or appear to create, aconflict of interest
Follow all applicable laws related to lobbying
and making political contributions for MODEC
Complete the necessary Compliance forms for
any MODEC contributions

Additional Resources for More
Information
Refer to the Social Contributions Standards, Gifts
and Hospitality Standard, or the Sustainability
Foundation. You can also contact the appropriate
member of management, a Compliance
representative, the Legal Department, or the Chief
Compliance Officer.

27

PERFORMANCE

Our commitment to delivering high-performance solutions andservices to MODEC’s customers is one of our Company’s driving
principles. But that never means that we take shortcuts whenit comes to workplace safety, protecting our environment,
and performing our work with integrity. By living up to thesecommitments, we can not only provide high-quality solutions
to our customers—we can also improve the world in which welive. We are all accountable for the choices we make when weare working for MODEC, and we work to create the most value
possible for our customers, our Company, and each other.

Working Safely
Maintaining a safe work environment is one of our Company’s
most important goals, and it helps to ensure that we can all
perform at our best every day. We must always comply withthe applicable health, safety, security, environmental, legal,
and quality requirements that apply to our work, as well as
MODEC’s Integrated Management System (IMS). To keep
ourselves and others safe, we have a responsibility to conduct
our business activities in line with applicable Health, Safety,
Security, Environment, and Quality (HSSEQ) laws, MODEC andcustomer requirements. Doing so helps us avoid accidents andproduce the best outcomes for our Company, our personnel,
our suppliers, our customers, our communities, andour environment.

Our Responsibilities
▪
▪
▪
▪
▪
▪

Be knowledgeable about all HSSEQ company requirementsthat apply to your work
Identify, evaluate, and correct HSSEQ risks and conditions
while performing your work
Report all HSSEQ incidents immediately to your manager or
local HSSEQ representative
Keep in mind your responsibility to stop work if you see
unsafe conditions or practices
Know your role in emergency situations
Complete all HSSEQ training assigned to you by the due date

Additional Resources for More Information
For more information, refer to the MODEC Group Health,
Safety, Security, and Environmental Processes Policy or the
Sustainability Foundation.
You can also contact your HSSEQ representative.

Illustration
Julian works on a MODEC vessel,and he regularly performs the sameseries of safety checks on eachcrane. There are never any problems
with these checks. He is running a bit
behind schedule today, so he decides
to skip a few of the safety checks tosave time. Is that okay?
No, it is not okay at all. We always
need to follow all company
requirements as a part of upholding
MODEC’s commitment to maintaining
a workplace free from hazards andsecurity risks. Even if Julian is behindschedule, that still does not makeit okay to cut corners on safety.
Working safely and preventing
injuries and accidents is ournumber-one priority in every areaof our work.

Protecting the Environment
As citizens of the world, we recognize our
responsibility to protect and improve theenvironment, whenever possible. We work
to identify all significant environmental
impacts of our activities and manage ourwork processes with the environment inmind. In all of our business activities, wemeet or exceed applicable environmental
laws, ordinances, and regulations. MODEC
promotes environmentally safe designs,
construction, and operations at all locations,and we expect the same commitment fromour suppliers and those with whom we
do business. With the help of our business
partners, we are committed to strengthening
our environmental stewardship.
In every aspect of our work, we do our part toprotect the environment. We are all expected
to continuously improve our environmental
performance through monitoring, pollution
prevention and waste minimization, waterand energy efficiency, effective use of raw
materials, and using resources efficiently.
29

Our Responsibilities
Follow all applicable environmental laws, regulations, and
MODEC requirements▪ Think ahead and be proactive—help identify opportunities for
improving MODEC’s environmental performance▪ Promptly report any potential threats to the environment(such as spills or releases of oil or other materials) andany violations of environmental, health, or safety laws orrequirements to HSSEQ management, who will then notify
the proper authorities▪ Prevent environmental incidents through proactive
monitoring and measuring▪

Additional Resources for More Information
For more information, refer to the Health, Safety, Security, andEnvironmental Processes Policy or the Sustainability Foundationor contact your HSSEQ representative.

Creating High-Quality Products andServices
For MODEC to perform at its best as a company and succeed
with customers, our Company’s products and services needto meet the highest quality standards. At no time may wecut corners or take shortcuts when developing products or
performing services. Instead, we must make sure that ouractivities consistently meet—or exceed—our customers’
expectations.

Our Responsibilities
Never take shortcuts when it comes to quality▪ Be sure that all quality control processes are performed
correctly, and that all products and services meet MODEC’shigh standards▪ Report any product or service quality issues to your manager▪

Additional Resources for More
Information
For more information, refer to the Health,
Safety, Security, Environmental and Quality
Processes Policy, or the Sustainability
Foundation, or contact your HSSEQ
representative.

Safeguarding MODEC’s
AssetsWe all have a responsibility to use MODEC’s
resources wisely and with care, doing ourpart to ensure that our Company’s property
is not misused, damaged, lost, stolen, or
wasted. MODEC’s assets are provided to us
for business-related purposes, and at no time
may we use them unlawfully or unethically.
There are many different types of Company
assets that we use each day.
Some common examples include:
▪
▪
▪
▪
▪
▪
▪

Physical facilities
MODEC’s brand and logos
Equipment
Computers
Office and cell phones
Faxes, files, and documents
Inventory and supplies

Using Network and Information
Technology
MODEC’s computer and network
hardware, software, telephones, and othercommunication resources are key assets thatare critical to our Company’s business. We
must use them responsibly and primarily for

Illustration
When Rafael needs a break from work, he will sometimes spend a few minutes looking at videos on his
favorite comedy website. Some of the videos include jokes that play on ethnic stereotypes. Rafael neverspends more than 15 minutes looking at videos, so he figures it is okay—it is not really detracting fromhis work time. Is he right?
No, Rafael is not right. Our work time is a valuable asset, and we need to be careful how we spend it.
Watching videos at work is not a good use of our time. In addition, we must never use the Company’s
information technology assets to access materials that could be considered offensive or inappropriate.
If you have questions about the right way to use these assets, contact your manager.
30

business purposes.
Our use of MODEC’s information technology assets should
always be in line with our commitment to doing our best
work and acting with integrity. We must never use theseassets to access or distribute any sexually explicit images ortext, materials that condone violence, hatred, terrorism, or
intolerance, or harassing, obscene, abusive, or discriminatory
material. When we use MODEC’s technology assets, we shouldhave no expectation of privacy. MODEC may monitor any
information created, sent, or received with these resources,
where allowed by applicable laws and regulations.

Our Responsibilities
▪

▪
▪
▪
▪

Use MODEC’s resources and property for legitimate businesspurposes, making sure any personal use is in line with ourCompany requirements and is kept to a minimum
Only use properly licensed software
Always accompany visitors on MODEC’s property, to be surethat they do not use MODEC’s assets without permission
Remember that your work time is an important Company
asset and should never be wasted
Report any concerns you have about fraud, theft, or misuseof Company resources

Additional Resources for More Information
Refer to the External Communications Standard or contact your
Human Resources, Compliance, or Information and Technology
Department representative.

Protecting Confidential
Information
One of MODEC’s most valuable assets is its
confidential information. We
use it to perform our daily work, develop
innovative new products and services, andserve our customers. Common examples ofconfidential information include:
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪

Trade secrets
Drawings, specifications, and calculations
Business plans, strategies, designs, andprograms
Training manuals
Financial, cost, and pricing information
Sales and marketing data
Technology, operations, research, andtechnical data and documentation
Techniques, processes, and methodologies
Employee files, compensation data, andother employee personal information
Customer requirements and contractual
terms and conditions
Supplier data such as Approved Vendor Lists

We must always protect MODEC’s confidential
information and use it only as needed tocomplete our work. We do this by keeping
the information secure, limiting access only
to those who have a need to know it, using
it only for permitted purposes, and avoiding
discussions about confidential informationin public or open areas. Keep in mind that31

the obligation to protect MODEC’s confidential information
continues even after our employment with the Company ends.
One type of confidential information deserves special attention:
intellectual property (“IP”). IP includes, but is not limited to, thefollowing:
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪

All patented or potentially patentable inventions
Rights in designs
Know-how
Trade secrets
Copyrighted works, ideas, or materials
Inventions
Technology
Database rights
Software and software programs
Any other proprietary information
Trademarks and service marks
Trade names
Domain names

As a general rule, any IP that we create during the normal
course of our work for our Company belongs to MODEC.
We must safeguard IP by ensuring that we have appropriate
confidentiality agreements in place, and by complying with all
related agreements and MODEC’s requirements.
In addition to protecting MODEC’s confidential information, we
have a responsibility to respect confidential information thatbelongs to others. For example, we may not use confidential
information belonging to our former employers without theirexpress written authorization. Of course, we may not encourage

32

others—including new hires—to violate their
obligations by sharing a former employer’s
confidential information without explicit
written authorization.
We must also protect confidential
information that belongs to our business
partners, customers, suppliers, or any
government entities. Never solicit, acquire,or use third party confidential information
without express written permission. If you
receive another organization’s confidential
information unintentionally, make sure tosecure the information, keep it separate from
MODEC’s information, and report the situation
to your manager. Similarly, you should neveroffer confidential information to a competitor,
and you should promptly report any request
for such information to a Compliance
representative or the Legal Department.
It is not always easy to know how to protect
MODEC’s confidential information. Here aresome illustrations of common situations you
might encounter and advice on how to handlethem.

It is not always easy to know how to protect MODEC’s confidential information. Here are someillustrations of common situations you might encounter and advice on how to handle them.
Situation

Why is it a problem?

How should I handle it?

You and a colleague are discussing
MODEC’s product development
process in a coffee shop

Others could easily overhear yourconversation and learn MODEC’s
confidential information

Move your conversation to a moreprivate location, such as a secure
meeting room in your office building

You use a chat app on your phone(such as WhatsApp) to ask yourmanager about an upcoming sales
opportunity

Chat apps can be compromised byhackers. In addition, these apps can
auto-delete conversations, leaving norecord of themUse a Company system such as email
or instant messaging to have this
discussion instead

You send some confidential
information to your home email
address to use at an upcoming
out-of-office meeting

Home or personal email addresses are
not considered secure by MODEC

Make sure that you can access yourCompany email account from
wherever you are, if you need it

You use your phone to take a pictureof a MODEC product in development,
to show your sister what you areworking on

The picture could be accessed bysomeone else, which could harm
MODEC. You also should not share
information about MODEC’s productdevelopment process withanyone—even your sister

Do not take this picture, and wait until
the product is released publicly to tell
your sister about it—but be mindful
not to share any confidential
information

Our Responsibilities
▪
▪

▪
▪
▪
▪
▪
▪

Use and disclose confidential information only for legitimate
business purposes
Properly label confidential information to indicate how
it should be handled, distributed, and destroyed, using
encryption where appropriate
Share confidential information only with people who are
authorized to receive it
Avoid discussing confidential information in public places
Do not send confidential information to unattended fax
machines or printers
Never use copyrighted materials without permission
Immediately report the loss of any confidential information
Do not use MODEC’s confidential information or IP to advanceyour personal interests

Additional Resources for More Information
For more information on the appropriate use of confidential
information and IP, contact a member of management,
the General Affairs Department in Tokyo, a Compliance
representative, or the Legal Department.

Creating and Maintaining
Accurate Books and Records
Many of us create business and financial
records as part of our work for MODEC.
Records can include:
▪
▪
▪
▪
▪
▪
▪
▪
▪

Purchase orders and contracts
Expense reports
Invoices
Manufacturing data
Shipping and receiving records
Financial disclosures and other financial
statements
Regulatory reports to government entities
Emails and other communications
Timesheets

These records are important to our Company’sbusiness decisions and operations. For thisreason, each of us is responsible for ensuringthat MODEC’s records are accurate, complete,and maintained in accordance with theCompany’s records management standards. In
particular, if you are responsible for creating
and maintaining MODEC’s financial reports,
be sure that they are always full, accurate,33

timely, and understandable.
Keeping accurate records is not just about creating accurate
documents. Our Company’s records must also be managed
appropriately. We must know and follow MODEC’s requirements
about maintaining, retaining, and correctly disposing of records.
At times, you may be notified that certain records are under alegal hold as part of an audit, investigation, or legal proceeding.
In this situation, you should follow the relevant record retention
requirements. Never destroy any records subject to a hold. If
you have questions about whether a record is covered in a legal
hold notice, contact the Legal Department or Chief Compliance
Officer before destroying it.

Our Responsibilities
Never make false claims on an expense report or timesheet
Always create accurate, complete, and truthful records▪ Never hide or disguise the true nature of any transaction▪ Do not record or approve back-dating, false or misleading
entries, unrecorded funds or assets, or payments without
appropriate supporting documentation▪ Maintain all corporate records in accordance with theCompany’s document retention procedures that apply to you,as well as applicable laws and regulations▪
▪

Additional Resources for More Information
For more information on accurate books and records, contact
your manager, an accounting manager or controller, or refer to
MODEC’s accounting requirements.

34

Waivers
In extremely limited circumstances,
MODEC may waive a provision of theCode in its sole discretion and only
if MODEC considers the waiver to be
based on good cause. Any waiver of aprovision of this Code for any director,
executive officer, or senior financial
officer (including the principal financial
officer, the principal accounting officer,or the controller) must be approved inwriting by the Compliance Committee or
the Company’s Board of Directors andbe promptly disclosed as required bylaw. The Chief Compliance Officer must
provide written approval of a waiverof any provision of this Code for an
employee, agent, business partner, or
contractor.

35

MODEC, INC.

WWW.MODEC.COM© 2024 MODEC, INC. ALL RIGHTS RESERVED

THE INFORMATION CONTAINED IN THIS CODE IS TRUE AND ACCURATE AT THE TIME OF PUBLICATION;HOWEVER, IT MAY BE SUBJECT TO CHANGE WITHOUT PRIOR NOTICE.
April 2024