ANTI-BRIBERY, CORRUPTION AND SANCTIONS POLICY

1. COMPLIANCE WITH ANTI-BRIBERY, ANTI-CORRUPTION AND SANCTIONS LEGISLATION

Corruption & bribery continue to be common problems for the shipping industry. Many countries are taking tougher measures against corrupt practices and bringing into force legislation which imposes standards of conduct abroad, e.g. the US Foreign Corrupt Practices Act and the UK Bribery Act 2010.


Despite all efforts to prevent corruption & bribery and the growth of organizations like the Maritime Anti-Corruption Network (http://www.maritime-acn.org/), problems with corruption & bribery are still current in certain parts of the industry.

In addition, the United States (“US”) and the European Union (“EU”) have established sanctions and embargoes programs aimed at prohibiting or restricting trade with certain countries, entities or individuals by reason of their violation of human rights, or their involvement or association with the development of armaments and weapons, terrorism and drug trafficking.

For the purpose of avoiding penalties, criminal sanctions or being blacklisted by foreign governments or authorities or counterparties, companies are implementing or reviewing their existing corruption & bribery prevention and sanctions policy. As a result we have seen an increasing demand from our counterparties for agreement to comply with their applicable anti-corruption, anti- bribery standards and sanctions compliance policies.

SwissMarine recognizes the importance of opposing corrupt practices and complying with international trade sanctions, which means understanding the scope of all applicable anti-corruption, anti-bribery and sanctions legislation as well as having an appropriate policy and safeguards to ensure compliance with all applicable legislation.

This document formalizes SwissMarine’s anti-corruption & anti bribery and sanctions policy (the “Policy”).

2. POLICY

SwissMarine is committed to conducting business legally, fairly and ethically in accordance with all applicable laws, rules and regulations.

All SwissMarine companies, their officers, directors, employees and agents are expected to comply with all anti-bribery, anti-corruption and sanctions laws applicable to SwissMarine’s businesses and operations world-wide. All those working for SwissMarine are to act professionally and with integrity in all business dealings and they are responsible for assisting in the prevention, detection and reporting of bribery, corruption or any suspicious activity and to avoid violating any applicable sanctions laws.

Below we provide relevant guidance on how to maintain, develop and continuously improve the present policy.

3. SCOPE

This Policy is applicable to all SwissMarine companies and to all individuals working at all levels, this include directors, officers, senior managers, employees, agents and any other person working for SwissMarine (“Representatives”). We will take all reasonable steps to ensure that SwissMarine’s clients, contractors, suppliers, advisers, JV partners and other parties SwissMarine conducts business with (“Third Parties”) are committed to similar values and have in place principles to counter bribery, corruption and the violation of any sanctions laws.

The reporting requirement of this Policy is also applicable to SwissMarine's contractors and suppliers. This Policy is intended to supplement all applicable laws, rules, and other corporate policies. It is not intended to supplant any local laws.

4. CORRUPTION & BRIBERY

Corruption is the misuse of public power for private profit, or the misuse of entrusted power for private gain.

Bribery is the offer, promise, or payment of cash, rewards, making of gifts, or an inducement of any kind offered or given, directly or indirectly, to a person in a position of trust to influence that person's views or conduct or to obtain an improper advantage. A very basic example of bribery in the shipping industry are the demands made by service providers to vessels (e.g. customs agents, pilots or port authorities demanding small payments or the equivalent to secure performance of routine government action).

Bribery and corruption practices are intertwined and can take many forms, including the provision or acceptance of:

  • Cash payments;
  • Irregular jobs or "consulting" relationships;
  • Kickbacks;
  • Political contributions;
  • Charitable contributions;
  • Social benefits; or
  • Gifts, travel, hospitality, and reimbursement of expenses.

By way of illustration, examples and/or real cases of corruption and bribery in the shipping industry are provided or reported during in-house training sessions.

5. SANCTIONS

Sanctions are applied by countries or international organizations against certain countries, entities or individuals so as to counter violations of human rights, to restrict certain prohibited trades intended for the development of weapons, or to prevent the furthering of terrorism and drug trafficking. This is a fast-moving and very political area, and the penalties for breaches can run into millions of US Dollars, imprisonment and loss of banking facilities.

Sanctions laws include those imposed by the US Office of Foreign Assets Control (“OFAC”) as well as the EU sanctions (implemented in the various EU member states). SwissMarine also observes the sanctions laws of Switzerland, Singapore and Bermuda. The EU, US, Swiss, Singapore and Bermuda restrictions are referred to collectively as the “Sanctions”.

There are sanctions against a significant number of countries, including Venezuela, Russia, Iran, Egypt, Libya, Syria and North Korea.


Sanctions can be of various types – e.g. trade sanctions, economic sanctions or sectoral sanctions. They may mean that we are prohibited from dealing with particular individuals, entities or ships or they may restrict only certain activities with certain persons, or they may directly or indirectly restrict transactions involving goods or services (even when the goods or services are non-military and seem innocuous) and capital transfers or the movement of persons.

An interactive link to all Sanctions legislation is available at schedule 1 to the Policy.

6. POLICY REQUIREMENTS

Representatives are strictly prohibited from offering, paying, promising, or authorizing:

  • any payment or other thing of value:
  • to any person;
  • directly or indirectly through or to a third party;
  • for the purpose of (i.e., in exchange for);
    • causing the person to act or fail to act in violation of a legal duty;
    • causing the person to abuse or misuse their position; or
    • securing an improper advantage, contract or concession;
  • for the benefit of SwissMarine or any other party.

("Improper Payment Activity")

To promote compliance with anti-corruption laws the companies’ countries of incorporation, the US, and other relevant jurisdictions, no Representative shall undertake any Improper Payment Activity in respect of a foreign official, a domestic official, or a person doing business in the private sector.

Representatives must respect and uphold all applicable Sanctions. This means being aware of the applicable restrictions, carrying out sanctions checking and being open and transparent about the underlying activities, individuals and payments.

In addition, SwissMarine's books and records must correctly record both the amount and a written description of any transaction. Representatives must ensure that there is a reasonable relationship between the substance of a transaction and how it is described in the companies’ books and records.

Expenses incurred with the entertainment of clients are to be restricted to approved cases for the needed marketing of the company and all entertainment type and expenditure budget must be approved by the Company’s Managing Director.

7. THIRD PARTIES BUSINESS RELATIONSHIP

The development of new business must be approved by SwissMarine’s Management and all new business needs to be reported to the Company’s Managing Director and Finance Manager for the required vetting and references, so that proper due diligence can be carried out, and an audit trail maintained.

All third parties must be informed of SwissMarine’s anti-corruption, anti-bribery and sanctions policy and whenever applicable be required to commit to the same practices and standards as SwissMarine and/or the counterparty's own equivalent procedures (as per existing contractual requirements).

8. TRAINING & PROCEDURES

SwissMarine may institute detailed procedures and standards related to training, due diligence, the recording of transactions, and other areas, to implement the terms of this Policy.

Training is mandatory for all new Representatives joining SwissMarine. Training sessions are advised at the beginning of each calendar year.

Updated legislation will be advised to Representatives through in house seminars and through newsletters or summaries issued by the legal department.

9. REPRESENTATIVES’ RESPONSIBILITY

Representatives must:

  1. ensure that they understand and will comply with the Policy. In case of any doubts Representatives must contact the referenced person below.
  2. be alert to risks of corruption and/or bribery and/or sanctions issues by reference to the geographical area where they prospect business or carry out work from and to.
  3. divulge the Policy to Third Parties as required; and
  4. report any non-compliance or suspicion of non-compliance to the reference below.

10. CONFIDENTIALITY

Any Representative who may have knowledge of or reason to suspect of any non-compliance must report to the reference person below. Any reporting will be kept confidential.

11. AUDITS

Audits of SwissMarine companies, operating units, and contractors may be conducted periodically to ensure that the requirements of this Policy and applicable procedures and guidelines are being met.


Audits may be conducted internally by SwissMarine, or externally by retained third parties.
Audit documentation shall include performance improvement action plans.

12. WAIVER

There is no permitted deviation or waiver from this Policy.

13. DISCIPLINE

Representatives who violate the terms of this Policy will be subject to disciplinary action. Any employee who has direct knowledge of potential violations of this Policy but fails to report such potential violations to companies’ management will be subject to disciplinary action. Any Representative who misleads or hinders investigators inquiring into potential violations of this Policy will be subject to disciplinary action. In all cases, disciplinary action may include termination of employment. Any third party agent who violates the terms of this Policy, who knows of and fails to report to SwissMarine management potential violations of this Policy, or who misleads investigators making inquiries into potential violations of this Policy, may have their contracts re-evaluated or terminated.

14. REFERENCES

For further information, you may contact:

Elizabeth Leonhardt
General Counsel
SwissMarine Services S.A.
13 Route de Florissant
Geneva 1206
Switzerland
direct line +41 22 827 18 69
fax +41 22 827 18 99