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Employee Code of Ethics

  1. Introduction

    The Company's Employees' Code of Ethics ensures that all employees observe and maintain high ethical business standards of honesty and integrity in all aspects of our operations. The Employees' Code of Ethics highlights key issues to help employees perform their duties in line with the Company's standards such as ensuring a safe working environment, effectively managing the Company's assets and properties, safeguarding confidential information as well as dealing with external parties such as customers, vendors, medias, competitors and government agencies.

  2. The Code of Ethics

    1. Compliance with Laws, Rules and Regulations

      We resepect the law at all times:

      1. ICON OFFSHORE and its employees are bound by the law.
      2. Compliance with all applicable laws and regulations must never be compromised.
      3. Additionally, employees shall adhere to internal rules and regulations as they apply in a given situation.
      4. Those internal rules are specific to the Company and may go beyond what is required by the law.
    2. Conflict of Interest

      We will always act in the best interests of ICON OFFSHORE:

      1. A Conflict of Interest occurs when personal interests of an employee or the interests of a third party compete with the interests of ICON OFFSHORE.
      2. In such a situation, it can be difficult for the employee to act fully in the best interests of ICON OFFSHORE.
      3. Employees shall avoid Conflicts of Interest whenever possible.
      4. If a Conflict of Interest situation has occurred or if an employee faces a situation that may involve or lead to a Conflict of Interest, the employee shall disclose it to his or her Line Man ager and/or the HC to resolve the situation in a fair and transparent manner.
    3. Outside Directorships and Other Outside Activities

      We take pride on ICON OFFSHORE's reputation and consider ICON OFFSHORE's best interests also in our outside engagements and activities:

      1. Outside of ICON OFFSHORE, no activities shall be pursued if such activities will interfere with the employee's responsi bilities for ICON OFFSHORE, or if they create risks for ICON OFFSHORE's reputation or if they in any other way conflict with t he interests of ICON OFFSHORE.
      2. When in doubt about the permissibility of an activity, employees shall consult with the HC or the Legal and Secretarial or CGRM
      3. The following positions and activities are deemed acceptable only in case of prior authorization from a member of the MD :
        • Board Member
        • Officer
        • Employee
        • Partner
        • Consultant
      4. Authorization will be withheld if the position or activity is likely to conflict with ICON OFFSHORE's interests or the employee's responsibilities.
      5. Unless requested by the Company to take up a particular position or activity, employees shall pursue outside activities and positions at their own risk and cost within their spare time only.
    4. Families and Relatives

      Our hiring and people development decisions will be fair and objective

      1. Immediate family members and partners of employees may be hired as employees or consultants only if the appointment is based on qualifications, performance, skills and experience and provided that:
        1. There is no direct or indirect reporting relationship between the employee, and his or her relative or partner;
        2. The risk of conflict of interest outweigh the benefit of the appointment;
        3. The principles of fair employment will apply at all times; and
        4. The individuals with personal relationship should excuse themselves from making decisions affecting any members of their families.
      2. These principles of fair employment will apply to all aspects of the employment, including compensation, promotions and transfers, as well as in case that the relationship develops after the respective employee has joined the Company.
      3. Provided that they are equally suited as other candidates, priority may be given to children of ICON OFFSHORE employees with respect to internships, training periods, employment during holidays and similar short-term assignments.
    5. Corporate Opportunities

      We are committed to advance ICON OFFSHOREE's business

      1. Employees shall not compete with the Company. Nor shall they take personal advantage of business opportunities that they discover during the course of their employment, unless the Company expressly waives its interest in pursuing such opportunity.
      2. If employees want to pursue business opportunities that might be of interest to the Company, they shall inform their Line Manager who will seek a management decision as to whether or not the Company wants to pursue the opportunity.
      3. Even if the Company decides against pursuing the opportunity, the employee may seize the opportunity on his or her own behalf only if it is clear that doing so will not result in direct or indirect competition with the Company's operations.
    6. Antitrust and Fair Dealings

      We believe in the importance of free competition

      1. ICON OFFSHORE is prepared to compete successfully in today's business environment and will always do so in full compliance with all applicable antitrust, competition and fair dealing laws.
      2. Therefore, employees must at all times adhere to the following rules:
        • Commercial policy and prices will be set independently and will never be agreed, formally or informally, with competitors or other non-related parties, whether directly or indirectly
        • Customers, territories or product markets will never be allocated between ICON OFFSHORE and its competitors but will always be the result of fair competition;
        • Customers and suppliers will be dealt with fairly.
      3. All employees, but especially those who are involved in marketing, sales and purchasing, or who are in regular contact with competitors, have a responsibility to ensure that they are familiar with applicable competition laws.
      4. When in doubt, the Legal and Secre tarial should be contacted in order to provide competition law advice and training.
    7. Confidential Information

      We value and protect our confidential information and we respect the confidential information of others

      1. Confidential information consists of any information that is not or not yet public information.
      2. It includes trade secrets, business, marketing and service plans, consumer insights, engineering and products ideas, designs, databases, records, salary information and any non-published financial or other data.
      3. ICON OFFSHORE's continued success depends on the use of its confidential information and its nondisclosure to third parties
      4. Unless required by law or authorized by their management, employees shall not disclose confidential infor mation or allow such disclosure.
      5. This obligation continues beyond the termination of employment.
      6. Furthermore, employees must use best efforts to avoid unintentional disclosure by applying special care when storing or transmitting confidential information.
      7. ICON OFFSHORE respects that third parties have a similar interest in protecting their confidential information.
      8. In case that third parties, such as joint venture partners, suppliers or customers, share with ICON OFFSHORE confidential information, such info rmation shall be treated with the same care as if it was ICON OFFSHORE's confidential information.
      9. In that same spirit, employees shall protect confidential information that they have obtained in the course of their prior employment .
    8. Fraud, Protection of Company Assets, Accounting

      We insist on honesty and we respect the Company's assets and property

      1. Employees must never engage in fraudulent or any other dishonest conduct involving the property or assets or the financial reporting and accounting of ICON OFFSHORE or any third party.
      2. This may not only entail disciplinary sanctions but also result in criminal charges.
      3. ICON OFFSHORE's financial records are the basis for managing the Company's business and fulfilling its obligations to various stak eholders.
      4. Therefore, any financial record must be accurate and in line with ICON OFFSHORE's accounting standards.
      5. Employees shall safeguard and make only proper and efficient use of ICON OFFSHORE's property.
      6. All employees shall seek to protect ICON OFFSHORE's property from loss, damage, misuse, theft, fraud, embezzlement and destruction. These obligations cover both tangible and intangible assets, including trademarks, know-how, confidential or proprietary information and information systems.
      7. To the extent permitted under applicable law, the Company reserves the right to monitor and inspect how its assets are used by employees, including inspection of all e-mail, data and files kept on Company network terminals.
    9. Bribery and Corruption

      We condemn any form of bribery and corruption

      1. Employees must never, directly or through intermediaries, offer or promise any personal or improper financial or other advantage in order to obtain or retain a business or other advantage from a third party, whether public or private. Nor must they accept any such advantage in return for any preferential treatment of a third party.
      2. Moreover, employees must refrain from any activity or behaviour that could give rise to the appearance or suspicion of such conduct or the attempt thereof.
      3. Employees should be aware that the offering or giving of improper benefits in order to influence the decision of the recipient, even if he or she is not a government official, may not only entail disciplinary sanctions but also result in criminal charges.
      4. Improper benefits may consist of anything of value for the recipient, including employment or consultancy contracts for closely related parties.
      5. Employees must be aware that election laws in many jurisdictions generally prohibit political contributions by corporations to political parties or candidates.
      6. ICON OFFSHORE has adopted a policy not to make such contributions.
      7. Any such contributions and any deviations from such policy must be approved by the MD and the Chairman.
    10. Gifts, Meals, Entertainment (Business Courtesies)

      We compete and do business based on quality and competence

      1. Employees shall not be influenced by receiving favours nor shall they try to improperly influence others by providing favours.
      2. Employees may only offer or accept reasonable business courtesies which are appropriate under the circumstances, and they shall not accept or offer business courtesies if such behaviour could create the impression of improperly influencing the respective business relationship.
      3. As a general rule, business courtesies valued more than RM500.00 should not be accepted. However, if the business courtesies, irrespective of the value may be construed as given to influence decision making in the Company, it should not be accepted. Any exception to the general rule could only be approved by the MD through the attached Declaration Form (Appendix 2). This includes any item or gesture of value to employees or their families, including food hampers, beverages, gift certificates, golf invitations, the use of property or facilities, gift certificates, entertainment and etc.
      4. When assessing the situation in light of the above, employees shall consult the applicable policy.
      5. If no such policy is available or in doubt the employee shall seek guidance from his or her Line Manager or the Legal and Secretarial or CGRM in order to avoid even the appearance of improper dealings.
      6. No employee shall offer to or accept from any third party gifts taking the form of any of the following, whatever the value involved:
        • Money;
        • Loans;
        • Kickbacks; and
        • Similar monetary advantages.
    11. Discrimination and Harassment

      We embrace diversity and respect the personal dignity of our fellow employees

      1. ICON OFFSHORE respects the personal dignity, privacy and personal rights of every employee and is committed to maintaining a workplace free from discrimination and harassment.
      2. Therefore, employees must not discriminate on the basis of origin, nationality, religion, race, gender, age or sexual orientation, or engage in any kind of verbal or physical harassment based on any of the above or any other reason.
      3. Employees who feel that their workplace does not comply with the above principles are encouraged to raise their concerns with the Human Capital Department.
    12. Insider Trading

      We respect all employees to abide by all applicable laws and regulations regarding dealing in ICON securities.

      1. ICON OFFSHORE and its employees are bound by the LR and all applicable laws on insider dealing and market abuse.
      2. Additionally, employees shall adhere to internal rules and regulations in relation to insider trading as specified in the Corporate Disclosure Policy.
    13. Failure to Comply

      We will consult the Code, comply with its provision and seek guidance where needed

      1. It is each employee's responsibility to ensure full compliance with all provisions of this Code and to seek guidance where necessary from their Line Manager, or from the HC or the Legal and Secretarial or CGRM.
      2. To "do the right thing" and to ensure the highest standards of integrity is each employee's personal responsibility that cannot be delegated.
      3. When in doubt, employees should always be guided by the basic principles stated in the introduction to this Code.
      4. Any failure to comply with this Code may result in disciplinary action, including the possibility of dismissal and, if warranted, legal proceedings or criminal sanctions.
    14. Reporting Illegal or Non-Compliant Conduct/Whistleblowing

      We take responsibility for ensuring that we all act with integrity in all situations

      1. Employees shall report any practices or actions believed to be inappropriate under this Code or even illegal to their Line Managers or the appropriate members of the HC, Legal and Secretarial or CGRM.
      2. If it is appropriate, in view of the nature of the reported matter, reports of violations may be made directly to higher levels including the MD and/ or Head of CGRM.
      3. Where appropriate, complaints may be made on a confidential basis or through specific channel mentioned under ICON OFFSHORE's Policy.
      4. All complaints shall be properly investigated.
      5. ICON OFFSHORE prohibits retaliation against any employee for such reports made in good faith, while it also protects the rights of the incriminated person.

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