1. General

This present Code of Conduct was created in 2010 and adopted by the Board of Panoro Energy ASA (hereafter Panoro Energy or the Company).

It applies to all employees, members of management, the Board and associates (being wholly or partly owned subsidiaries).

Panoro Energy’s Code of Conduct establishes the general guidelines to be observed to meet the Company’s culture, which focuses on high ethical standards, professionalism, respect, honesty, transparency, loyalty and trust throughout all levels of the organization.

Panoro Energy’s 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.

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.

Panoro Energy’s Code of Conduct is both an external (defined as: towards joint venture partners, owners, society, service providers, government departments, customers etc) and an internal responsibility (defined as: towards colleagues and the Panoro Energy “family”, etc.).

2. Health, safety and the environment – Human values

Panoro Energy is a global organization and shall comply with international 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 Energy is a workplace free of illegal drugs.

Panoro Energy 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 Energy Management 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 the Company’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

3. Business loyalty, integrity and economic values

Panoro Energy respects the individual employee’s right to a private life, active social life and private interests, but demands openness and loyalty to Panoro Energy and its interests. Our employees, the Board, management and associates must not take actions, nor have any economic interests, which could interfere with the Company’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.

Any direct or indirect offer, promise, giving or demand for gifts, bribes, kickbacks or other unlawful advantages to secure business, improper preference or personal advantages, is unacceptable practice. Such practice is unacceptable both in the context of our dealings with private sector business associates and public sector/ government officials and representatives.

Gifts, hospitality or other favors to business associates shall comply with accepted business conduct and applicable laws, including the anti-corruption laws of Norway, the United Kingdom and those countries in which Panoro Energy has operations or otherwise conducts business activities cf. item 4. All directors, officers and employees shall comply with Panoro Energy’s Anti-corruption Policy and Procedures which shall inter alia cover the requirements of the Foreign Corrupt Practices Act applying in the USA (to be implemented).

Transparency and openness throughout the organization in relation to established procedures and practices is necessary in order for corrective measures to be taken when needed.

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 truthful execution of the daily work.

Each and everyone should know the limits of their authority and at no time make decisions that go beyond this authority.

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.

4. Laws and regulations of business practice

Panoro Energy practices an open book management and it is our aim that the Company 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 Energy may make any arrangement or enter into any agreement contrary to applicable competition and/ or anti-corruption laws.

Panoro Energy’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.

5. 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 Energy 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.

6. Insider information – restrictions

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 Energy, 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 (“Inside 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.

7. Communication and contact with the media

All external communication takes place in accordance with established Company guidelines, which clearly define who is authorized to speak on behalf of the Company.

All communication from Panoro Energy 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 company 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.

8. Internal Control

Panoro Energy’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 the Company, the management and Board are committed to make necessary corrections, and take remedial action.

9. Responsibility

This Code of Conduct essentially describes the principles for everyday life within the Panoro Energy 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.

10. No Rights Created

This Code of Conduct is a statement of certain fundamental Panoro Energy principles, policies and procedures that govern the Company’s employees and Board members. It does not create any rights for any customer, supplier, competitor, shareholder or any other person or entity.

Panoro Energy ASA, Board of Directors, last updated November 2010