Preamble

As a global shipping company and ship managers, CPO Holding (GmbH & Co.) KG (“CPO Holding”) strives to ensure that the performance and services of our personnel at all times meet the high expectations of our customers as well as our own quality and ethical standards. This requires a successful and cooperative collaboration of highly qualified, professional and motivated people around the globe, which form the basis of our success. To guarantee the continuance of such success, the Group has committed itself to a responsible, transparent and long-lasting corporate governance, requiring each employee to fully adhere to the Group’s core values and principles as defined in this Code of Conduct (the “Code”).

This Code describes binding minimum standards regarding compliance, integrity, ethics, security and safety, showing the Group’s commitment to a high level of corporate responsibility. The Code is a binding internal standard that is based on applicable laws and is relevant for all business activities. However, it goes without saying that this Code cannot cover every possible scenario that might occur in the day-to-day business. The following provisions describe a code of practice, giving our employees guidance for their actions, regardless of their function or area of responsibility within the Group.

The Code applies to all associations and corporations worldwide, which are directly or indirectly in majority ownership of CPO Holding and where CPO Holding, or any affiliate of CPO Holding, has the entrepreneurial leadership.

Compliance with applicable Law

General

The Group is committed to the legal and cultural framework of at least those countries where the Group operates. Each employee is expected to be familiar with all laws related to his or her work and to observe those laws as well as all generally accepted practices compliant with such laws. Employees must further comply with the terms of their employment contracts and corresponding Group regulations and standards, including this Code.

Economic Sanctions and Embargoes

The Group uses its best efforts to ensure compliance with all regulations on economic sanctions and embargoes. In case of doubt, please contact your superior or the compliance officer of the Group (the “Compliance Officer”).

Fair and Free Competition

The Group respects the rules of fair and free competition. Each Employee is bound to comply with anti-trust laws. He or she must therefore refrain from any practice that could restrict or eliminate free market. In particular, we do not enter into agreements with competitors or participate in other activities which hinder free and open competition in unlawful ways, influence prices or conditions and/or allocate business areas or customers. We further do not exclude business partners from competition and do not abuse any dominant market position we might have.

We only publish truthful information about our services and do not pass on legally protected information and information relevant in terms of competition. We observe the market directly or indirectly with permissible means only. Any illegal conduct or conduct giving rise to liability is prohibited.

Any employee who is in doubt or who considers that he or she may have engaged in any of the above described or similar activities (e.g. an exchange of information) that might present a risk in terms of competition laws, or who might commit the Group to an operational partnership, in particular with a competitor of the Group, must seek advice from his or her manager or superior or the Compliance Officer.

Corruption

We at the Group do not tolerate any form of corruption (whether public or private, active or passive) and offences often associated with corruption, such as tax evasion, fraud and falsification of documents. Any kind of immoral or corrupt practices, extortion or bribery is unacceptable, regardless of whether performed by employees of the Group or business partners. This is because the Group strictly complies with all relevant anti-corruption and customs laws and export control regulations.

Money Laundry

None of the Group’s companies shall be misused for money laundering. The Group therefore fully complies with the laws and regulations on combating money laundering. Transactions where a misuse cannot be ruled out must be rejected.

Consequences in case of Non-Compliance

Even apparently minor breaches of laws and regulations can result in the Group or its business partners suffering huge losses. A breach of applicable laws or regulations can therefore not only severely damage the Group’s reputation but could also have far-reaching legal consequences for the Group and, in some cases the Group’s staff, in terms of both civil (e.g. employment) and criminal law.

Protection of the environment

We treat the environment responsibly. We accept ecological challenges and protect natural resources. Our aim is to conserve natural resources to fight global warming by minimising the Group’s energy and raw materials consumption as well as any harmful environmental impact (such as waste, emissions or pollution). We are even proactively working towards the development and dissemination of eco-friendly technologies.

The Group is clearly committed to comply with all applicable environmental laws, provisions and standards. All employees must therefore act in compliance with those laws, provisions and standards as well as with the applicable environmental policies laid down within management system manuals.

Employees

Human Rights

The Group condemns any kind of disrespect for human dignity and discrimination. Everybody has a right to be treated with dignity, and this, together with mutual respect, forms the basis of successful cooperation. It is the responsibility of each employee to treat his or her fellow employees fair and responsibly and to respect fundamental social standards such as human rights and diversity.

Discrimination

Any kind of discrimination on the grounds of race, gender, age, nationality, ethnic origin, skin colour, political views, sexual orientation, religious conviction, social background, physical condition or other personal conditions or characteristics, will not be tolerated. As a fundamental and binding principle to prevent discrimination, all business and personnel decisions within the Group are based solely on objective and transparent criteria. The Group also proactively promotes gender and other forms of equality between its employees.

Harassment

The Group further does not tolerate any form of personal insults or harassment (be it sexual or psychological). Any disparaging comments on the appearance of any person, questions about their sexual lives, sexual coercion or uncondoned sexual acts are prohibited.

Working Environment

All our employees are expected to contribute to a positive working environment through a tolerant and open behaviour. This includes that any workplace related problems are addressed in a timely manner and a joint solution is sought.

Health and Safety Standards

The safety of our personnel is one of our major concerns. To prevent any danger to our people or property, certain preventive rules and guidelines have been implemented and the ISM & ISPS Codes as well as other international standards, such as OSHAS 18001, are applied rigorously. It is essential that all employees strictly comply with those rules and standards, and the Group tries to ensure compliance by appropriate monitoring.

It is crucial for the management of the Group to know about any danger to the safety and security of persons or property. Our employees are therefore required to inform their superiors of any (potentially) dangerous event that may occur in the course of their work on board ships, in terminals and ashore. The Group has implemented certain protection measures, such as QHSEM and Security policies and procedures, to guarantee the highest level of safety and security for our employees and property.

The employees are prohibited to work under the influence of alcohol, illegal drugs or any other substances that prevent the employees from performing their work safely and effectively.

Personal Data Protection

The provisions regarding the use, access, and security of both software and information technology, email, internet and intranet are to be adhered to. All employees are bound to comply with data protection rules and regulations and in particular actively help to ensure that personal and Group internal data is sufficiently protected against unauthorised access. In cases of doubt or in the event of an infringement the data protection officer of the Group should be contacted.

Interaction with business partners

Social and Ethical Standards

All employees commit themselves to the indispensable social and ethical standards (as described under 4 above) and a fair, transparent and respectful interaction with the Group’s customers, suppliers and other external partners who have a business relationship with the Group. It is prohibited to denigrate other companies or institutions.

Granting and Accepting Benefits

When dealing with business partners and competitors as well as government/public bodies, employees may only accept or grant benefits if the acceptance or granting of such benefits in no way creates an impression of influencing the decision-making process. Both the granting and the accepting of benefits in order to influence decision-making processes are prohibited and prosecutable offenses. Notwithstanding any applicable laws, the following rules shall work as orientation for our employees:

Gifts

To guarantee full independence, our employees are prohibited from asking for favours, accepting, receiving, offering or giving any gifts or other inducements where this could give rise to the impression that independent decision-making might be influenced or affected. This might not be the case with respect to occasional and locally accepted small gifts or promotional giveaways as well as invitations in a business context. Gifts not common with the country culture and invitations are to be reported (if possible in advance) to the respective superior or the Compliance Officer. An employee must also consult the superior or the Compliance Officer if he or she is in doubt about the permissibility of a gift. Each gift must be released under the existing authorisation and properly expensed in such a way.

Employees are only allowed to receive goods or services for private use from suppliers, traders or customers if they pay the market price for such goods or services. Discounts or other benefits may only be accepted from suppliers, traders or customers if they are also granted to all employees of the Group.

Financial Benefits

Offering or accepting any direct or indirect payments, cash, money equivalents, loans, securities or any other financial benefits is prohibited. These rules apply likewise in business relations with public authorities and holders of public offices. Irregular payment methods or other forms of concealing cash flows are not permitted.

Dealing with Customers

We strive to provide our customers with high quality services and to offer the best possible performance at competitive prices in every area of operations. We constantly optimise our performance in the interest of our customers. Therefore, when dealing with customers, all employees should be aware that they are committing the Group. They are obliged to treat customers fair and provide them only with information that is reliable and in the interests of the Group. For regulations on gifts and bribery please see above. Any request from customers for discounts for non-commercial purposes (such as social or humanitarian purposes) or sponsorship must first be submitted for approval to the respective superior or the Compliance Officer.

Dealing with Suppliers and Service Providers

Suppliers and Service Providers are selected on the basis of objective criteria and in the primary interest of the Group only. Employees may not enter into contracts with Suppliers or Service Providers who are in breach of, or who are likely to breach, the principles set out in this Code. For regulations on gifts and bribery please see above.

Dealing with Authorities

The Group maintains good relationships with the authorities and supports them in the execution of their duties. We discuss relevant issues with the government officials and provide the required information.

Protection of the Group

Responsibility for the Group’s Reputation

The Group is represented to the outside world by the behaviour of its personnel. All employees must therefore ensure to promote a positive image of the Group by their behaviour or words. Behaviour, which has a negative impact on customers, the Group and/or the public must be avoided.

When communicating about the Group, employees (i) must obey the rules of this Code, (ii) may only speak on an individual basis, making clear that the comments are those of the employees and not those of the Group) and (iii) shall not publish or communicate in case of doubt.

Risk Management

Risks cannot only jeopardize the business success of the Group but our clients and employees may also suffer damage as a result. Our risk management creates transparency about the risk situation of the group and ensures that possible risks are identified at an early stage to deal and control them consciously and systematically.  In addition, various controls are carried out on a regular basis in order to continuously assess and improve our internal processes. The objective of such controls is also to determine whether laws and regulations are being complied with.

Conflict of Interests

We perform our duties within the Group in a professional, independent and impartial manner. All appropriate action should be taken to avoid conflicts of interests or to resolve them if they are unavoidable.

All employees are committed to their work. They must avoid situations that represent a (potential) conflict of interests in a sense that business duties can no longer be performed objectively and effectively in the Group’s interests. Accordingly, employees are neither allowed to pursue any sideline activities or any other additional business on their own account or on the account of, or on behalf of others without the prior consent of their superiors or the Compliance Officer.

Provisions of local employment contracts concerning non-compete or a conflict of interests must be adhered to in front ranking.

Recording and Accounting of Business Transactions

The accounting documents correctly reflect the financial situation of every company of the Group. All business transactions are documented properly and completely with the utmost care. All entries in books and records must be complete and accurate. Operating revenues and expenses are diligently and quickly cleared. Credit notes, discounts etc. are allocated to the respective business transactions at the respective company of Group.

Corporate Property

All employees are obliged to respect their workplace and to handle the equipment provided by the Group and the Group’s property with necessary care. They must protect it against loss, theft, damage or abuse. Company property may be used for business purposes only. Any deviation from that rule requires the prior consent of the respective superior or the Compliance Officer.

IT equipment and the email system should be used in accordance with the applicable IT-Guideline.

Confidentiality

We take all measures to protect the data entrusted to us by employees and business partners. This means that all employees must protect company and business secrets against disclosure to unauthorised persons also after termination of the employment relationship. This also applies to company interests and any business secrets entrusted to us by business partners. Internal and external information will be treated as strictly confidential unless such information is already public or disclosure is ordered by public authorities.

Information will only be disclosed to the media (including social media, blogs, photo sharing sites etc.) or other third parties on behalf of any Group company via the management of the Group or after prior authorisation by the management. The same applies to expressions of opinion, whether positive or negative, by individual employees.

Compliance with the Code

The management of the Group will regularly remind employees of the principles and values embodied in the Code. This applies in particular to amendments resulting from changes in the legal and business framework.

To maintain the good reputation of the Group, employees shall adhere to the provisions of the Code not only during their working hours but also for all non-working activities. Violations of the Code may result in a formal warning. Major violations may even lead to a termination of the respective employment relationship, reporting to the competent authorities or other legal consequences.

If employees are aware of a possible violation of this Code, internal policies or laws, they are encouraged to report the violation to their superiors or the Compliance Officer. Any such reports will be passed on to the Compliance Officer of the Group. Reports can be made by using the following e-mail address:

compliance@offengroup.de

The Compliance Officer will review the report and resolve the situation in an appropriate manner. No employee has to fear disadvantages as a result of such notification, which is done in good faith, even if this turns out to be unfounded.

Such reports also can be made via the Group’s wistleblower-hotline. The Group’s whistleblower-hotline can be accessed as follows:

Wolfgang Prinzenberg
Pragal & Prinzenberg GbR
Brooktorkai 20
20457 Hamburg
Tel.: +49 (1)71 3511 114
compliance-hotline@mit-recht.com

All reports made in good faith will be treated in the strictest of confidence.