SBI Offshore has a diverse employee population with different business cultures.

As we strive for excellence in operational and financial performance, we are equally committed to upholding the highest ethical standards in the way we conduct our business and deal with our fellow employees, our customers, business partners and other stakeholders, wherever we are located.

Our Code sets out the guiding principles and desired behaviours that embody how our organisation and our people are expected to operate, and it embraces business practices and standards of behaviour that support the commitment to honest and ethical business conduct.

The Code applies to all SBI Offshore employees. Contractors, consultants and agents working on our behalf will be required to act consistently with the Code, and their undertakings to act consistently with the Code will be incorporated into their contracts with us.

Standards set out in the Code have been embedded in the policies and procedures. All employees are required to comply with the standards set out within this Code, as well as all policies and procedures. Violation of the standards in the Code, as in the violation of policies and procedures, may be subject to disciplinary action, which may include termination of employment.

The Code addresses both our workplace conduct, as well as our business conduct.

ANTI-CORRUPTION GUIDELINES

SBI Offshore operates internationally and employees operating anywhere in the world must be aware of and comply with all applicable anti-corruption laws, including local anti-corruption or anti-bribery laws. With its zero tolerance policy on corruption, SBI Offshore expects every person within the company to act consistently with the laws and our policies on anti-corruption. The anti corruption guidelines provide guidance to employees to conduct our business legally, ethically and with integrity, wherever they are in the world.

WHISTLE BLOWING POLICY

1.  INTRODUCTION

The Policy is intended to help employees who have major concerns over any wrong-doing within SBI Offshore Limited (“Company”) relating to unlawful conduct, financial malpractice or dangers to the public or the environment. Specific examples could include:- A criminal offence (e.g. fraud, corruption or theft) has been/is likely to be committed.

The Company has established this Policy so as to enable you to raise your concerns about such malpractice(s) at an early stage and in the right way. The Company would rather that you raised the matter when it is just a concern rather than wait for concrete proof.

If something is troubling you, that you think we should know about or look into, please use this Policy. If, however, you are aggrieved about your personal position, please approach your manager or go through the human resource (“HR”) channel. This Whistle Blowing Policy is primarily for concerns where the interests of others or of the Company itself are at risk.

2.  PURPOSES OF THE WHISTLE BLOWING POLICY

The purposes of this policy are to:

3.  WHO IS COVERED BY THE POLICY?

4.  WHAT ASSURANCE DO YOU GET?

If you do raise a concern under this Policy, you will not be at risk of losing your job or suffering any form of retribution as a result, provided that :-

5.  HOW SHOULD AN EMPLOYEE RAISE A CONCERN?

  • As soon as you become reasonably concerned, you can raise your concern to our Lead Independent Director and Chairman of Audit Committee, Mr Basil Chan (email:basil_chan@mbecorporateadvisory.com).
  • In the event if the subject of the whistle blowing is related to the Chairman of Audit Committee, you can raise your concern to our Non-Executive Chairman, Mr Mirzan Mahathir (email: mirzan@sbioffshore.com).
  • Concerns may be raised verbally or in writing. Employees who wish to make written report should use the following format:
  • The background and history of the concern (giving relevant dates).
  • The reason why they are particularly concerned about the situation.

6.  HOW WILL THE COMPANY RESPOND?

If the concern is raised verbally, the person receiving the information should put it in writing as soon as practicable to ensure that it properly reflects the concerns that have been raised. The employee must also indicate if the concern is to be treated in confidence. The limit of that confidence will be checked out by the person receiving the information. The Recipient will also ensure that, where appropriate the Company’s management receives adequate details of the employee’s concerns for the purpose of corporate recording and monitoring purposes.

  • Once you have told us of your concern, Recipient will look into it to assess initially what action needs to be taken. This may involve an internal inquiry or a more formal investigation. Recipient will tell you who may be handling the matter, how you can contact him/her; and
  • If you request, we will write to you summarizing your concern(s) and setting out how Recipient proposes to handle it.
  • If you do have any personal interest in the matter, Recipient may ask for your concern to be handled through the HR development channel.
  • While the purpose of this Policy is to enable us to investigate possible malpractice and take appropriate steps to deal with it, we will give you as much feedback as we properly can. If requested, we will confirm our response to you in writing. Please note, however, that we may not be able to tell you the precise action we take where this would infringe a duty of confidence owed by us to someone else.
  • Concerns or allegations which fall within the scope of specific procedures will normally be referred for consideration under that relevant procedure. Some concerns may be resolved by agreed action without the need for investigation. If urgent action is required, this will be taken before any investigation is conducted.
  • Where appropriate, the matters raised may:
    • Be investigated by management, internal audit, a committee set up by the Board of Directors or through the disciplinary process:
      • be referred to the police
      • be referred to the external auditor
      • form the subject of an independent inquiry.
    • Usually, within four weeks of a concern being raised, the person looking into the concern will write to you:
    • Acknowledge that the concern has been received;
    • Indicating how THE COMPANY proposes to deal with the matter;
    •  Giving an estimate of how long it will take to provide a full response;
    • Saying whether any initial enquiries have been made;
    • Supplying information on support available to you; and
    • Saying whether further investigations will take place and if not, why not.
  • Subject to any legal constraints, the relevant employee will normally be informed of the final outcome of any investigation.
  • The Company will not tolerate any harassment or victimization (including informal pressures) and will take appropriate action to protect those who raise a concern in good faith.
  • Any investigation into allegations of potential malpractices will not influence or be influenced by any disciplinary or redundancy procedures already taking place concerning the employee.
  • No action will be taken against anyone who makes an allegation in good faith, reasonably believing it to be true, even if the allegation is not subsequently confirmed by the investigation.
  • Every effort will be made to ensure confidentiality as far as this is reasonably practical.
  • Help will be provided to you in order to minimize any difficulties which you may experience. This may include advice on giving evidence if needed. Meetings may, if necessary be arranged off-site with you and with you being represented, if you so wish.

7.  HOW CAN A CONCRETE ACTION BE TAKEN FURTHER?

  • If you are unsure whether to use this Policy or you want independent advice at any stage, you may contact our Lead Independent Director and Chairman of Audit Committee, Mr Basil Chan – email: refer to 5.1 above
  • This Policy is intended to provide an avenue within the Company to raise concerns. If an employee takes the matter outside the Company, he/she should ensure that no disclosure of confidential information takes place and he/she should check with their Department Manager or Chief Executive Officer, if unsure.
  • An employee who is not satisfied with the action taken and feels it right to question the matter further, he/she may consider the following possible contact points:
    • Relevant professional bodies or regulatory organizations
    • The Police

8.  CORPORATE RECORDING AND MONITORING

  • Departments will ensure they have sufficient internal arrangements to address the requirements of the Policy and the HR Department shall ensure that Department Managers are sufficiently trained and developed to implement this Policy.
  • The internal auditor will maintain a Corporate Register containing all concerns that are brought up his attention. All Departmental Managers and/or officer(s) allocated to look into the concern must ensure the internal auditor is provided with sufficient details of the concerns for the Corporate Register.
  • The internal auditor will produce a relevant extract of the Corporate Register for the forum of the Chief Executive Officer and/or any other relevant members of the Board. The report will not mention any employees, only the concerns raised, the number of such concerns, from which departments they are related to, the post against which the concerns were related to (if not confidential) and flagging up any lessons arising from the same so as to ensure:-
    • The Company and/or the relevant departments do not repeat any concerns found against the same; and
    • A consistency of treatment across the departments.
  • For the avoidance of doubt, the Corporate Register will be available for inspection by the Internal and External Auditors.
  • This Policy will be reviewed, prior to the start of each calendar year, by the Board of Directors so as to ensure the continuing effectiveness of the same.