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Code of Conduct

Panoro Energy ASA, Board of Directors, last updated August 2019

1. Introduction

This Code of Conduct (“Code of Conduct“) applies for Panoro Energy ASA and its affiliates (hereinafter referred to as “Panoro”). The Code of Conduct is supplemented by several other internal routines and procedures implemented and made available to all employees. The Code of Conduct applies to Panoro, including board of directors, managers, employees, contracted consultants and others acting on behalf of Panoro (“Panoro Personnel“). Copies of the Code of Conduct shall be made available to all Panoro Personnel, and will be published on Panoro’s website, where it can be publicly accessed for reference. We expect all Panoro Personnel to familiarize themselves with the Code of Conduct and adhere to it, making them an integral part of their work. There are no exemptions.

2. Values

The Code of Conduct establishes the general guidelines to be observed to meet Panoro’s culture, which focuses on high ethical standards, professionalism, respect, honesty, transparency, loyalty and trust throughout all levels of the organization. The Code of Conduct explains, in general terms, the ethical standards we request in all our business behavior, attitude and performance, and shall reflect as well as promote our core values and promises in our actions towards colleagues, business partners and the society at large. Panoro operates in challenging areas in the world and acknowledges that ethical, sustainable and responsible operating policies and practices must be of a high standard. It is therefore critical that each and every one of us always keeps in mind how we behave and how we conduct our business. We shall at all times strive to exercise good judgment, care and consideration in our sincere intention to obtain the best possible result for all parties involved.

3. Health, Safety and the Environment

Panoro is a global organization and shall comply with international respected human rights. We value all employees, our human capital, as our key resource. We shall all value and respect our individual abilities and differences and embrace a diversified working environment. We do not accept, in any form, harassment, exclusion, discrimination, intimidation or other behavior that may be regarded as disrespectful, threatening or degrading. We shall, both as individuals and as a company, treat all colleagues and employees fairly, and hereby contribute to sustainable development of the individual and our business. The safety of our employees has the highest priority. Panoro is a workplace free of illegal drugs. Panoro believes that value-driven leadership encourages and inspires the employees, generating development, security and a better working environment internally, as well as a stronger reputation externally. Panoro shall act in a way which fosters loyalty and promotes apt correct decision-making throughout the organization. We are an organization of highly professional people with excellent reputations and this, in turn, creates Panoro´s reputation. To nourish and enhance this reputation, all employees, management, board and associates must do their utmost to deliver quality services and performances at all times. We should all be proud of who we are and what we do. We must all strive to act responsibly and avoid harm to the environment by complying with and using high standards in accordance with applicable jurisdictions and national and international laws and regulations.

4. Business Loyalty and Integrity

Panoro respects the individual employee’s right to a private life, active social life and private interests, but demands openness and loyalty to Panoro and its interests. Panoro Personnel must not take actions, nor have any economic interests, which could interfere with Panoro’s interests, or have any other conflict of interest which makes it difficult for that person to perform and deliver their services objectively and efficiently. We should all strive to ensure both short and long-term development and protection of the economic value of the Company through professional, diligent and honest execution of the daily work. Panoro Personnel shall always be above board in interactions with business associates and public authorities. Each and everyone should know the limits of their authority and at no time make decisions that go beyond this authority.

5. Governance and Anti-Corruption

Corruption, including bribery, trading in improper influence and facilitation payments, is strictly prohibited by Panoro. Panoro is committed to acting professionally, fairly, and with integrity in all business dealings and relationships, wherever in the country we operate. Panoro has implemented several internal routines and policies relating to ESG. All employees shall receive proper training in relevant routines and policies. Amongst the procedures implemented, is a whistle-blowing procedure that aims to uncover and/or prevent misconduct and censurable matters. All employees are encouraged to notify in accordance with this whistle-blowing procedure. Further, Panoro has implemented an Anti-Corruption policy that seeks to ensure that Panoro and its business associates, including any contractor who provides services on behalf of Panoro, comply with applicable laws and high ethical standards wherever Panoro has a presence or business interest. For more information please view our Anti Bribery and Corruption & Business Associates Policy

6. Business Partners

Panoro seeks to ensure that it only engage in business practice with third parties with similar values at itself. Hence, it seeks to obtain proper declarations from such parties where relevant. Where necessary, Panoro will seek additional information to satisfy itself that third parties share the same values and will perform to similar ethical standards.

7. Sustainability

Panoro seeks to develop a strong, sustainable and competitive company in the best interest of the shareholders, employees and society at large, within the laws and regulations of the respective country. Being a commercial entity, Panoro is focused on creating shareholder value. Nevertheless, we are mindful of the impact of our activities to achieve this goal; we are firmly committed to embracing our social and environmental responsibility, and to honouring the letter and the spirit of the UN Global Compact principles. We believe that this is the right approach for all our stakeholders, including but not limited to the host countries, the local communities, our shareholders and business partners.

8. Laws and Regulations of Business Practice

Panoro practices an open book management and it is our aim that Panoro is managed in an orderly manner. We must at all times strive to comply with applicable national and international laws and regulations – of applicable jurisdictions – and demonstrate sensitivity to local culture and custom, within the norms of generally accepted business conduct. We support free enterprise and seek to compete in a fair and ethically sound manner. No employee or others acting on behalf of Panoro may make any arrangement or enter into any agreement contrary to applicable competition and/ or anti-corruption laws. Panoro´s accounting systems and procedures, which are to be followed, are designed to ensure that all transactions, payments, receipts and assets are correctly reflected in the books. All annual or interim accounts or any other forms of financial reporting must be correctly registered and duly documented in accordance with applicable laws and accounting practices.

9. Confidentiality and Intellectual Property

Every employee and business associate has a duty of strict confidentiality. Physical, financial and intellectual assets, as well as all kinds of information and innovative ideas, are valuable assets to Panoro and may be used for company purposes only, and hence be properly managed and protected as such. Our policy of transparency shall not prevent appropriate protection of information that may be of value to our business interests. Nor shall it constrict our confidentiality obligations towards our business partners or counter parties.

10. Insider Information Restriction

Panoro Energy ASA (“Panoro Energy“) is a public listed company. Both the company itself, its employees, consultants, members of the board, as well as associates acting on behalf of the company, are therefore subject to strict rules. These rules concern the proper handling of all non-public information issued by the company, or learned through our work within Panoro, which, if publicly known, is liable to influence the market price of the shares, or other financial instruments, and which an investor/ private person would be likely to use as part of, or basis for his investment decision (“Insider information”). Hence you must:
  • refrain from disclosing inside information to others
  • refrain from trading on the basis of inside information
  • refrain from providing advice concerning trade in financial instruments on the basis of inside information
These restrictions apply to inside information related to financial instruments issued by Panoro Energy, as well as to inside information related to financial instruments issued by any other listed company related to such instruments. We refer to the regulations Panoro Energy has issued for the company’s primary insiders as well as all employees wishing to trade in Panoro Energy or other securities – Directives for Panoro Energy ASA on trading in the Company’s own shares and bonds. Should anyone become aware of an infringement of Panoro Energy’s rules or this Code of Conduct, or if anyone is uncertain whether a particular activity is legally or ethically acceptable, one should consult or report this to the immediate superior. If this is not possible one should contact the person responsible for Human Resources, a member of the Audit Committee (AC) or the board of Panoro Energy.

11. Communication and Contact with the Media

All external communication takes place in accordance with established internal guidelines, which clearly define who is authorized to speak on behalf of Panoro. All communication from Panoro shall be reliable and correct, clear and consistent, and reflect our company identity by maintaining high professional and ethical standards. Communication with the media and the public, shareholders or financial markets shall take place in accordance with established internal guidelines and routines, based on the principle of, and demand for, equal treatment of all shareholders, and satisfy the regulations and practices applicable to publicly listed companies.

12. Internal Control

Panoro’s internal control is a process carried out by, and is the responsibility of, the board and the management, in addition to other employees, to ensure:
  • the effectiveness and efficiency of operations (which includes safeguarding assets and resources and adequate performance measurements)
  • the timeliness and reliability of financial reporting (which includes the preparation of reliable financial statements in line with the company’s accounting standards), and
  • compliance with applicable laws and regulations.
Should improper practice, risk or irregularity occur within Panoro, the management and board are committed to make necessary corrections and take remedial action.

13. Responsibility

This Code of Conduct essentially describes the principles for everyday life within the Panoro culture. Thus, it reflects not only our attitudes and shared values, but our policies and procedures, as well. It is every manager’s responsibility to ensure that each person within their division is aware of, and is encouraged to live up to, these guidelines – but we all share the responsibility for complying with this Code of Conduct and for further developing our value driven company culture. Violation of this Code of Conduct may in accordance with relevant legislation, lead to internal disciplinary actions, dismissal or in the worst case even criminal prosecution.

14. No Rights Created

This Code of Conduct is a statement of certain fundamental Panoro principles, policies and procedures that govern Panoro Personnel. It does not create any rights for any customer, supplier, competitor, shareholder or any other person or entity.

15. Implementation

This Code of Conduct has been adopted by the board of directors of Panoro Energy ASA (as the ultimate parent company) on 21 August 2019 and shall be reviewed bi-annually (or earlier if required). Panoro Energy ASA, Board of Directors, last updated August 2019

Disclaimer

The information provided in these historical presentations is not current and is provided only for your convenience. The management statements were current as of the date of the presentation, but may have changed since that date and should not be construed as the current opinion of Panoro Energy. The information regarding future financial performance and results, production growth, and the other information which is not historical fact contained in these presentations is forward-looking information that involves risks and uncertainties, including, but not limited to, market factors, the market price of natural gas and oil, results of future drilling and marketing activity together with future production and costs.

Panoro Energy ASA is an independent E&P company listed on the main board of the Oslo Stock Exchange with ticker PEN.

The Company holds high quality exploration and production assets in Africa with oil production from fields in Equatorial Guinea, Gabon and Tunisia.

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