Code of Conduct

1. Purpose and Scope

The purpose of this Code is to establish basic principles regulating our decision-making and actions in business environment and the responsibilities of Marinetek employees. The Code of Conduct states the principles that all employees of an organisation need to understand and follow.

The Code of Conduct is a guide for daily operations, which is based on the core values and corporate culture of the organization; it considers compliance with laws and regulations, as well as ensuring ethical behaviour. Marinetek also has multiple corporate policies in place to guide employees on specific matters.

This Code of Conduct applies to all personnel, including employees, officers and directors, contractors, sub-contractors, consultants, agents, representatives and other individuals performing work for or on behalf of Marinetek (collectively referred to as ‘partners’). Marinetek refers to Marinetek Group Oy acting as a parent company of Marinetek Group, and its subsidiary companies or participating interest companies, where Marinetek Group Oy’s ownership is at least 25% either directly or indirectly.

Although the Code is non-exhaustive, any decision or judgement by a Marinetek employee should be based on the principles of the Code and high ethics.  If a legal or regulatory obligation conflicts with a rule or policy set out in this Code of Conduct, you are expected to comply with the law.

 

2. Integrity and Compliance

2.1. Marinetek’s Mission and Values

Marinetek is committed to conducting all activities with integrity, openness and accountability.  We seek to conduct our affairs in an ethical, responsible and transparent manner.  Furthermore, we are committed to pursuing both environmental and social sustainability within all our business practices.

As partners to Marinetek, we will:

1. take active ownership of all everything we do by delivering the best possible products and services;
2. show dedication towards Marinetek and serving the company with good faith and diligence;
3. strive toward a high standard of professionalism and being transparent in our dealings;
4. act in an ethical manner by performing our duties with honesty and integrity, goodwill and courtesy;
5. seek to protect the interests and reputation of Marinetek;
6. display a high sense of discipline and diligence in carrying out our duties;
7. promote creativity and innovation in the course of carrying out our work; and
8. comply with applicable laws, regulations and the company’s policies, standards and procedures.

 

3. Protecting Marinetek Employees

3.1. Responsible workplace behaviour

Our personnel deserve the opportunity to do their job in a respectful environment without fear of harassment or discrimination.

• We provide equal opportunities to individuals, ensure an inclusive workplace, where we
  • Provide appropriate support for disadvantaged employees whenever possible.
  • Refrain from practicing discrimination based on gender, age, sexual orientation, race, religious faith, marital status, pregnancy, gender identity and expression, disability or any other criteria.
• Marinetek does not intimidate, harass, or discriminate against employees or partners who exercise their legal rights related to freedom of association, collective bargaining, and peaceful assembly.
• We do not accept any violent, abusive or harassing behaviour.

We are committed to adhering to all applicable wage and hour laws and regulations.

• Partners are compensated on the basis of hours worked and they must report and record time accurately in accordance with established local procedure.
• We encourage and support a healthy work-life balance for employees and encourage you to challenge yourself to go the extra mile and take initiatives that will contribute to a positive working environment.

We are committed to adhering to the International Labour Organisation’s (ILO) Declaration on Fundamental Principles and Rights at Work, and the eight ILO core conventions. Please refer Appendix to this Code of Conduct for summary of the principles. 

3.2. Health, safety and environment

We are committed to protecting the health and safety of all our partners and all other individuals with whom we interact.  We are also committed to conducting operations with respect and care for the local environment.

• We comply with all applicable environmental laws and regulations.
• We strive to minimise the adverse effects of our activities and we consider our environmental impacts and risks, especially ones related to
  • greenhouse gas emissions and energy consumption;
  • pollution prevention and waste reduction;
  • hazardous substances;
  • water consumption and water pollution;
  • resources use; and
  • biodiversity and nature protection.

We expect our employees to report any violations related to environmental laws to your supervisor.

We are all responsible for conducting your duties safely and in compliance with applicable law and in line with internal policies related to health, safety and the environment.

3.3. Drug and alcohol use

We expect you to be fit for work while performing any duties.

• Being fit for work includes not being under the influence of drugs or alcohol.
• Should we suspect working under the influence of drugs or alcohol, we act in accordance with the local legislation and if possible, we guide our employee to the rehabilitation services.

3.4. Speaking Publicly and social media

When you speak out in a public forum or on social media, you must make it clear that you do so as an individual.

• Do not give the appearance of speaking or acting on Marinetek’s behalf.
• Anything said or written in public will remain accessible longer than you intended and may be read at any time by anyone.
• When using social media, please consider the potential long-term impacts of certain statements.
• It is advised that you follow company guidelines and seek guidance from corporate communications in cases of uncertainty.

 

4. Ethical Business Conduct

4.1. Ethical business conduct

We are committed to applying high ethical standards in our decision-making and in our business activities.

• We deal fairly and honestly and we do not take unfair advantage of anyone.
• We seek competitive advantage via superior performance, and we conduct ourselves in an ethical and sustainable manner with our investors, other clients, subsidiaries, shareholders, colleagues, suppliers, competitors, and other stakeholders.

4.2. Human rights

Marinetek respects, protects and promotes internationally proclaimed human rights within the organisation and at every stage of investments.

• Marinetek upholds the UN Guiding Principles on Business and Human Rights, as well as the International Bill of Human Rights.
• Marinetek also upholds the OECD Guidelines for Multinational Enterprises.
• Please refer Appendix to this Code of Conduct for summary of these principles and guidelines.

4.3. Conflicts of interest

We aim to avoid conflicts of interest; however, they inevitably arise within business operations.

• Where a conflict of interest cannot be fully avoided, we disclose the conflict to all parties concerned.
• We have internal policies and procedures to identify, prevent, mitigate, manage, and disclose conflicts of interest.
• We will not engage in private external engagements that could potentially conflict with their ability to perform their duties or undermine the trust and confidence in Marinetek.

Generally stated, a conflict of interest exists when an individual’s private interest interferes, or appears to interfere, with the interest of Marinetek.

4.4. Anti-bribery, anti-corruption and, anti-unethical practices

We do not accept corruption or bribery in any form. We acknowledge that a certain level of courtesy is customary in business relationships. However, we do not offer or receive courtesies, which are not customary and reasonable and in compliance with laws and internal policies, or which may impact our decision-making.

A “bribe” is any gift, payment, benefit or other advantage, financial or otherwise, offered, given or received in order to secure an undue or improper result, award, decision, benefit or advantage of any kind.

We prohibit the direct or indirect soliciting, accepting or obtaining or agreeing to accept, any bribe as an inducement or a reward for doing or refraining from doing any act in relation to Marinetek affairs or business, or for showing favour or refraining from showing disfavour to any party in relation to Marinetek affairs or business.

We may not directly or indirectly offer, promise or give any bribe, whether in the form of a facilitation payment, kickback, donation, fee or any other form, as an inducement or a reward for doing or not doing, or for having another person do or not do, any act relating to Marinetek affairs or business, or for showing favour or refraining from showing disfavor to Marinetek in relation to its affairs or business.

Giving or receiving a gift, payment, benefit or other advantage is allowed up to 50 USD. Any exceeding amount must be approved in accordance with the Marinetek Approval Matrix or by the Group CEO or CFO.

4.5. Use of assets, facilities, resources and records

Marinetek has provided our employees with access to assets, facilities, resources and records belonging to the company to assist you in effectively performing your duties.

• We trust all employees to take all necessary steps to prevent theft, loss, damage or misuse.
• Employees will not use any company resources for personal benefit, or allow them to be sold, loaned, given away or disposed of without proper authorization.
• Taking property from the company without permission may be regarded as theft.
• Similarly, company credit cards, cash, cheques or other funds must not be used for personal use.
• We will ensure that documents used to obtain Marinetek funds and property are accurate and complete to avoid an improper or potentially fraudulent acquisition of company assets.

Email and computer systems are provided for use in performance of our duties.

• We will not access, send or download any material that could be insulting or offensive to another person, such as sexually explicit messages, racial or ethnic slurs or any other content that could be viewed as harassment.

4.6. Communication and disclosures

We communicate clearly and openly to the public and make full, fair, accurate and timely disclosures in accordance with applicable laws and regulations.

4.6.1. Sales Practices and Advertising

Marinetek competes on the merits of our products and services in all sales and advertising.

• Our communications with our customers or potential customers must be truthful and accurate. When we say something about our products and services, we must be able to substantiate it.

4.6.2. Fair Competition, including Antitrust/competition law

Marinetek competes fairly, based on price, quality and services and does not take actions that would prevent our business partners or competitors from doing the same.

• Competition and antitrust laws are designed to ensure fair competition for products and services in the marketplace.
• Fair competition laws are intended to promote vigorous competition in a free market.
• It is in Marinetek’s best interest to promote free and open competition.
• Marinetek must make our own business decisions, free from understandings or agreements with competitors or suppliers that restrict competition.
• Marinetek will fight distortions to competition that can arise from tax avoidance by taking into account the principles of the EU Code of Conduct for Business Taxation and other key considerations for fair tax.

When conducting Marinetek business, all partners must:

• Not discuss pricing, production or markets with competitors.
• Not set resale prices with customers or suppliers.
• Always present Marinetek services and products in a manner consistent with our core values.
• Not induce a third party to breach an existing agreement.
• Never act in a manner that could be seen as an attempt to exclude present or potential competitors or to control market prices.

 

5. Meeting Legal Obligations

5.1. Compliance with laws and industry standards

Marinetek conducts its business in compliance with applicable laws and regulations, for example in relation to governance, the environment, human and labour rights, communications and disclosures, insider trading and market abuse, anti-bribery, anti-corruption, anti-money laundering, data protection, and financial industry standards.

• We will comply with all applicable laws, rules and regulations when performing our duties (this includes tax laws).
• We are committed to following the industry standards through our memberships in various industry associations, including performing due diligence where necessary.

5.2. Compliance, internal controls and procedures

All partners are required to work within Marinetek’s framework of policies, procedures and other guidance instruments to minimize the risks to Marinetek that are inherent in the work it performs, and to ensure consistency with Marinetek’s requirements and reporting processes.

In addition, it is important to ensure that our records are accurate and truthful in order for the company to be able to provide accurate reporting to our stakeholders, governmental entities and business partners.

We will comply with all established policies and procedures to safeguard and support the integrity and accuracy of our records and financial reporting.  As examples, without limitation, we will refrain from doing the following:

• conceal, alter, destroy or otherwise modify company records or documents other than in accordance with established, ordinary course procedures.
• intentionally make a false or misleading entry in a record, report, file or claim.
• establish accounts, companies or arrangement to avoid Marinetek’s controls, policies or procedures.
• fail to cooperate fully and truthfully with internal and external audits authorized by Marinetek.
• engage in any scheme to defraud anyone of money, property or honest services.

5.3. Contracting practices

Written contracts are used by Marinetek to safeguard our legal rights and commercial interests.

• They establish the expectations of each party and the process for resolving negative situations.
• They also provide Marinetek with legal protections.

For that reason, it is important that we comply with the policies regarding contracting including only signing contracts when employees have the proper authorization to do so and where the contract has been approved by the relevant authority.

Written contracts are required for all business relationships between Marinetek and third parties, including relationships related to the procurement of goods and services, the purchase and sale of any assets, and the pursuit or performance of any joint venture, joint operation or other business development opportunity. All suppliers will adhere to Marinetek’s Supplier Code of Conduct.

5.4. Anti-money laundering

We are committed to combating money laundering and terrorist financing.

• We do not do any business that may come from illegal sources, and we use our best efforts to prevent our products or services from being used for money laundering, terrorist financing or other suspicious activities.
• We will continuously monitor the risk of suspicious activities and take action as necessary.

5.4.1. Complying with International Trade Requirements

Export laws and regulations affect many Marinetek transactions, including intra-company transactions; transfers; transactions with other parties, including clients, suppliers, and original manufacturers; and use of Marinetek Business Partners or others to complete a delivery or provide a service.

• Before Marinetek products, services or technology can be exported, re-exported or delivered anywhere, Marinetek must validate that it has the authorization to export under local and international export regulations.

Marinetek must also comply with all import laws, regulations and requirements when engaging in international trade, including Marinetek’s obligations under supply chain security and other trusted partnership programs. 

5.5. Confidentiality and privacy

We respect the confidential information of Marinetek or other companies and individuals and treat all confidential information with due care.

• We only use confidential information for legitimate business purposes.
• We process personal data in accordance with the applicable data protection laws and regulations.
• Marinetek information will be used only for company purposes and should not be disclosed to anyone outside of the company.
• Our obligations to maintain confidentiality apply both while we are providing services to the company and after we leave. This means that we may not disclose any confidential information to anyone after we leave Marinetek, including any new employer.

Confidential information includes but is not limited to supplier information, Marinetek technologies, recipes, formulas, business and marketing plans, internal company communications, and existing and future product information.

Confidential materials should:

• Be stored in a secure place and should not be left out where others have access.
• Be clearly marked as confidential.
• Not be sent to unattended fax machines, scanners or printers.
• Not be discussed with non-authorized parties or in public.

5.5.1. Intellectual Property

As an employee, work that is produced belongs to the company. This includes inventions, discoveries, ideas, improvements, software programs and works of authorship.

• This work product is Marinetek property if it is created or developed, in whole or in part, on company time, as part of our duties or through the use of company resources or information.
• Partners must promptly disclose to Marinetek, in writing, any such work product and cooperate with the company’s efforts to obtain protection for Marinetek.
• To ensure that Marinetek receives the benefit of work done by outside consultants, it is essential that an appropriate written agreement or release be in place before any work begins.

5.5.2. Guarding Against Cyberthreats

Third parties, like our clients, trust Marinetek with their data and other assets, and we rely on you to protect them – as well as Marinetek’s own data and assets.

Information Technology (IT) means all the technology used to transmit to communicate, store and process electronic information. All employees are obliged to comply in all respects with the laws, regulations and regulatory requirements surrounding the use and development of IT.

The use of Marinetek’s IT resources must not conflict with Marinetek’s business goals and create bad will. In our organization we demand that all communication on the Internet follows good practice.

It is important to have security aspects in mind when using the Internet. It is not permitted to download files, software or for that matter copy protected digital material if it breaches any local law.

All employees have a business e-mail address, provided by Marinetek. They are responsible for their account and shall make sure that it is reviewed regularly.

All employees must use only licensed software, and unauthorized software installation is strictly prohibited.

Information security shall have a defined structure with clear procedures, where the level of safety is balanced against availability and efficiency. All employees are responsible for managing their own IT assets provided by Marinetek. For example, but not limited to:

• Information shall be protected against damage or loss using a secure backup system (OneDrive).
• An antivirus program shall be installed on each computer, which updates automatically.
• The use of non-licensed software products is not permitted. If this is nevertheless necessary, it must be coordinated Marinetek’s IT responsibles.
• E-mail messages where the content is unknown or where files are attached shall be handled with caution because they may contain a virus. Suspicious messages should not be opened and reported to the IT responsibles.

Violating Marinetek’s information security puts Marinetek assets, and assets belonging to others, like client data, at risk.

If you are aware of or suspect an IT or data security issue or incident, or any loss of assets, including data, belonging to Marinetek or others, report it immediately to your supervisor.

5.6. Raising concerns

5.6.1. Making ethical decisions

During your time with Marinetek, it is likely that you may be faced with an ethical dilemma where decision-making will be required.  When faced with an ethical dilemma, the following are questions that you may want to consider before taking action:

• is anyone’s life, health, safety or the environment at risk?
• is it legal and consistent with Marinetek policies, values and long-term business goals?
• is it fair, honest and respectful?
• could my decision or action negatively affect others?
• what will the perception be if this is made public?
• how do you feel about the decision? What advice would you give others in this situation?
• do you need more information or advice from anyone else before you make a decision?

It is advised that you ask for advice or guidance from your manager or group management if you are unsure of what decision to make when facing an ethical dilemma.

5.6.2. Whistleblowing

To ensure that the mission and values of this Code of Conduct are adhered to, and that a transparent culture is maintained, any misconduct against this Code of Conduct or breach of laws and regulations must be reported so it can be addressed quickly and objectively.

Marinetek employees can contact their manager, HR function or Group CEO or Group CFO to raise their concerns. In addition, Marinetek’s whistleblowing channel (https://firstwhistle.fi/marinetek) offers a possibility to alert Marinetek about suspicions of misconduct in confidence and/or anonymously.

5.6.3. No Retaliation

Marinetek prohibits threats or acts of retaliation for (1) reporting in good faith potential wrongdoing or inappropriate behavior, (2) refusing to act in violation of the Business Conduct Guidelines, Corporate Directives or law, or (3) cooperating with an investigation.

5.6.4. Disciplinary procedures

Compliance with law and stated policies is critical to maintaining the positive reputation and continued business success of Marinetek. Failure to comply with any provisions of this Code of Conduct may result in disciplinary action which may include termination of employment.

 

6.Appendix – Selected global principles relating to ESG

6.1. OECD Guidelines for Multinational Enterprises

The OECD Guidelines for Multinational Enterprises provide recommendations for responsible business conduct by multinational companies.

These guidelines include the following key principles:

1. General Policies: Companies should uphold international human rights, labor, environmental, and anti-corruption standards.

2. Disclosure: Companies should provide clear, accurate, and timely information about their activities.

3. Human Rights: Businesses should respect human rights, avoid complicity in human rights abuses, and promote human rights through due diligence.

4. Employment and Industrial Relations: Multinational enterprises should adhere to fair labor practices, including collective bargaining and non-discrimination.

5. Environment: Companies should implement environmentally sustainable practices and minimize adverse environmental impacts.

6. Combating Bribery, Bribe Solicitation, and Extortion: Firms should combat corruption, including bribery, within their operations.

7. Consumer Interests: Businesses should uphold the interests of consumers through fair advertising and product safety.

8. Science and Technology: Enterprises should support the transfer and dissemination of technology and knowledge.

9. Competition: Companies should avoid anti-competitive practices.

10. Taxation: Multinational enterprises should pay their fair share of taxes in the countries where they operate.

These guidelines are intended to encourage responsible business behavior and promote sustainable economic development.

Source: oecd.org/corporate/mne/ 

6.2. International Labour Organization (ILO) Declaration on Fundamental Principles and Rights at Work

The International Labour Organization (ILO) Declaration on Fundamental Principles and Rights at Work consists of four core labor principles and eight fundamental conventions that cover various aspects of labor rights.

Here’s a summary of each:

The four core labor principles are:

1. Freedom of Association and the Effective Recognition of the Right to Collective Bargaining: Workers have the right to form and join trade unions, and employers should recognize and negotiate

with these unions.

2. Elimination of All Forms of Forced or Compulsory Labor: Forced labor, including child labor,

should be eradicated.

3. Abolition of Child Labor: Child labor should be eliminated, ensuring that children have the opportunity to receive an education and not engage in harmful work.

4. Elimination of Discrimination in Employment and Occupation: All forms of discrimination in the workplace, based on various factors such as race, gender, religion, or disability, should be prohibited.

The eight ILO core conventions that correspond to these principles are:

1. ILO Convention No. 29 (Forced Labour Convention): Addresses forced labor and sets the standards for its elimination.

2. ILO Convention No. 105 (Abolition of Forced Labor Convention): Reaffirms the commitment to abolish forced labor, particularly in its most extreme forms.

3. ILO Convention No. 87 (Freedom of Association and Protection of the Right to Organize Convention): Protects the rights of workers to form and join trade unions and engage in collective bargaining.

4. ILO Convention No. 98 (Right to Organize and Collective Bargaining Convention): Promotes the effective recognition of the right to collective bargaining and collective agreements.

5. ILO Convention No. 100 (Equal Remuneration Convention): Ensures equal pay for equal work, regardless of gender.

6. ILO Convention No. 111 (Discrimination (Employment and Occupation) Convention): Prohibits discrimination in employment and occupation based on various factors.

7. ILO Convention No. 138 (Minimum Age Convention): Establishes minimum age requirements for employment to protect children from child labor.

8. ILO Convention No. 182 (Worst Forms of Child Labour Convention): Addresses the elimination of the worst forms of child labor, which are particularly hazardous and exploitative.

These core principles and conventions aim to establish fundamental labor rights and create a foundation for decent work, promoting fair and equitable employment conditions and opportunities worldwide.

Source: ILO Declaration on Fundamental Principles and Rights at Work (DECLARATION)

6.3. The UN Guiding Principles on Business and Human Rights

The UN Guiding Principles on Business and Human Rights provide a framework for businesses to respect human rights in their operations.

They consist of three core pillars:

1. Protect: States are responsible for protecting human rights from corporate abuse, ensuring that laws and regulations are in place to prevent human rights violations by businesses. 

2. Respect: Businesses have a responsibility to respect human rights. They should avoid infringing on the rights of individuals and address any adverse impacts that may occur as a result of their activities.

3. Remedy: Access to effective remedies should be available to those affected by business-related human rights abuses. This can include legal actions and other mechanisms to seek redress.

The International Bill of Human Rights:

The International Bill of Human Rights comprises three core documents:

1. Universal Declaration of Human Rights: Adopted in 1948, this declaration sets out the fundamental rights and freedoms to which all individuals are entitled, regardless of their nationality or status.

2. International Covenant on Civil and Political Rights (ICCPR): This treaty, adopted in 1966, focuses on civil and political rights, including the right to life, freedom of expression, and due process.

3. International Covenant on Economic, Social, and Cultural Rights (ICESCR): Also adopted in 1966, this treaty emphasizes economic, social, and cultural rights, such as the right to work, education, and health.

Together, these documents establish a comprehensive framework for the protection of human rights on a global scale, covering civil, political, economic, social, and cultural rights. They are central to international efforts to ensure the dignity and well-being of all individuals.

Source: Guiding Principles on Business and Human Rights: Implementing the United Nations “Protect, Respect and Remedy” Framework | OHCHR