Code of Conduct

Entrepedia AS

1. Introduction

The purpose of the Code of Conduct (CoC) is to ensure that Entrepedia AS’s business is conducted in a manner consistent with the highest ethical principles at all times, and within the requirements of all applicable national and international laws. The CoC is rooted in values that safeguard future generations. Through its vision, core values, and business principles, Entrepedia AS continuously works to improve its business practices.

In order to achieve its objectives, Entrepedia AS encourages its key suppliers and contractors to adhere to the CoC.

The CoC applies to:

1. Key suppliers to Entrepedia AS and/or any of its subsidiaries (henceforth referred to as suppliers).
2. Companies in which Entrepedia AS directly or indirectly owns 10%–49% of the shares (henceforth referred to as investments).
3. Companies with which Entrepedia AS has formed partnerships through joint ownership (henceforth referred to as partners).

Suppliers, investments, and partners act independently, and neither suppliers, investments, partners, nor their personnel shall be deemed for any purpose or in any relation to be an employee, agent, servant, or representative of Entrepedia AS.

In the following text, the terms suppliers and contractors apply to all suppliers, financial and strategic investments, and partners when not stated otherwise.

When selecting suppliers and prior to making investments, Entrepedia AS considers CoC compliance, along with other relevant details. The CoC provides a framework for what is considered to be a minimum standard of conduct. Entrepedia AS expects its business partners to exercise good judgment, care, and consideration by following both the intentions and the requirements of the CoC. Entrepedia AS also expects a willingness to show transparency and to have an open dialogue about challenges in the field of operation.

2. Compliance with Laws

All activities must at all times comply with all applicable national and international laws, regulations, and other binding legal instruments, and decisions based upon such instruments.

All activities must adhere to both the letter and intention of applicable legislation, and must always be conducted firmly within the established interpretation of such legislation, avoiding any activities that are conducted outside the limits of the law, or in ambiguous areas.

Should the provisions of the law, the requirements of the CoC, or other contractual documents between the parties be in conflict, the highest standard must apply.

3. Corruption, Facilitation Payments, etc.

Corruption, bribery, trading in influence, and the making of facilitation payments must be avoided.

Activities included under this heading include giving, offering, requesting, or receiving advantages in any form, directly or indirectly, in order to obtain an advantage not otherwise obtained, or only obtained at a later point in time unless the advantage was not given. Such advantage may include the provision of cash, objects, credits, discounts, travel accommodation, or services, but does not include the provision of minor gifts such as pens endorsed with corporate logos.

Customary hospitality may be offered and received. In the event that the nature of such hospitality is other than normal food and drink, or very minor gifts such as pens or similar articles endorsed with corporate logos, it must be subject to the approval of the person appointed pursuant to clause 13. Travelling and accommodation costs incurred by Entrepedia AS must always be paid by Entrepedia AS.

Activities included under this heading must be avoided (a) even if they are legal in the jurisdictions in which they are undertaken; or (b) if they are illegal in the jurisdictions in which they are undertaken but any restrictions are not usually enforced.

Special care must be exercised when dealing with public officials, and in relation to tendering processes and contract awards. Any dealings with entities controlled directly or indirectly by public officials should be avoided, and must in all cases be subject to the approval of the person appointed pursuant to clause 13 hereof. Payments to third-party agents must not be made unless approved by the designated person as set out in clause 13.

Direct or indirect involvement in breaches of general or special competition regulations and laws, such as illegal cooperation on pricing, or illegal market sharing, must not occur.

Nothing under this heading must be taken to prevent action in order to avoid loss of life or personal injury.

4. Conflicts of Interest

Entrepedia AS and its suppliers and contractors must at all times be aware of possible conflicts of interest, and must address such matters in a loyal and transparent manner. If any conflicts of interest arise, the parties involved must be notified and must address the situation as required.

Suppliers and contractors must exercise care and diligence to prevent any actions, omissions, or conditions that could result in a conflict with Entrepedia AS’s best interests.

5. Human Rights

Human rights as set out in the UN’s Universal Declaration on Human Rights must be respected. Entrepedia AS and its suppliers and contractors must not commit human rights violations, whether directly or indirectly. Due care must be exercised to avoid being complicit in human rights violations committed by third parties. If there is a reasonable suspicion that a third party is committing human rights violations, the situation must be addressed promptly.

In such circumstances, consideration must be given as to whether the relationship should be terminated, or if the nature of the violations is such that it serves the greater good to work with the relevant third party to bring the violations to an end.

If a decision is made to continue the relationship, this must be recorded in writing, and a plan must be prepared detailing how the situation is to be mitigated. Progress must be measured regularly and at least biannually. If progress is not made, the relationship must be terminated.

6. Non-discrimination

All discrimination must be avoided. This includes (but is not necessarily limited to) discrimination based on gender, age, disability, sexual orientation, ethnicity, religion, marital status, union membership, or political belief and affiliation.

7. Workers’ Rights

All employees are entitled to work in a safe and healthy environment.

All involuntary labour must be avoided.

Employees must be entitled to form and join unions of their choosing, and have collective bargaining rights. No adverse action whatsoever will be taken against any employee who raises any issue regarding a breach of the CoC, provided that such an issue has been raised in a responsible manner, and in the first instance within the relevant organization internally.

Benefits will be equal in amount to the highest applicable minimum wage and reasonable industry standard. Any disciplinary measure will not take the form of a reduction in benefits.

Child labour must be avoided. Unless applicable laws impose stricter regulations, any person under the age of 15 must be considered a child for the purposes of this section. Notwithstanding the foregoing statement, children may be permitted to participate in work-related activities of limited scope and occasional nature provided that the activities (a) do not violate the child’s right to healthy development; (b) do not deny the child the right to quality education; and (c) are conducted in a way that is in the best interests of the child. People under the age of 18 must not be exposed to hazardous work.

8. Environment

All activities must be consistent with environmental best practices. The impact of any activities conducted must be minimized, and any environmental impact must always be considered when making business decisions. Unless there are compelling grounds to the contrary, the most environmentally-friendly option must always be preferred over less environmentally-friendly alternatives.

9. Competition

Due care must be exercised to avoid any breach of applicable competition regulations. This applies particularly to any agreements or understandings with competitors, including market-sharing agreements, and cooperation regarding the fixing of prices.

10. Avoiding Breaches of the Code of Conduct

Due inquiries must be made to avoid breaches of the CoC. Therefore, it can never be acceptable for breaches of the CoC to be unknown. Anyone bound by the CoC must actively seek to avoid breaching it, and in the event of there being a reasonable suspicion of a breach, an investigation must take place. Procedures must be implemented to ensure ongoing adherence to the CoC, and management must report such compliance to the board on a regular basis. At a minimum, procedures must identify areas where there are increased risks of violating the CoC, and identify how such risks can be mitigated.

Entrepedia AS is entitled to audit and monitor any suppliers or contractors bound by the CoC in order to verify compliance. Such auditing or monitoring may take the form of on-site visits, which may be unannounced, conducted by either Entrepedia AS or a third-party auditor.

11. Implementation of the Code of Conduct

The CoC adopted by the board of directors of Entrepedia AS AS applies to Entrepedia AS. The CoC constitutes part of the instructions to the managing director of Entrepedia AS, cf. the Private Limited Companies Act 1997, section 6–13, para 2. The CoC must be made available within the Entrepedia AS organization, including Entrepedia AS’s internal and external web sites. The CoC must be made known to all employees at the start of their employment, and referred to from the company personnel handbook.

12. Corrective Action and Non-compliance

The CoC sets out the minimum standards expected to be met by all suppliers, investments, or partners throughout the value chain. Entrepedia AS is aware of the fact that some requirements may not be met immediately, but these are to be settled by open dialogue and corrective actions by the suppliers, investments, or partners. If it is established that suppliers, investments, or partners have committed serious or repeated violations, and appropriate corrective actions have not been taken within a reasonable time frame, Entrepedia AS can terminate its business relationship with the relevant suppliers, investments, or partners without the suppliers, investments, or partners being entitled to compensation or other remedies.

13. Designated Person

Entrepedia AS’s Director of Human Resources (HR) is responsible for CoC compliance. Any possible breaches, as well as all questions and comments relating to the CoC, must be sent to the Director of Human Resources at [=email adress].