ETHICS GNOV

PROCEDURE FOR THE NOTIFICATION OF IRREGULARITIES RELATED TO ETHICS AND CONDUCT.
As our partner, your collaboration is precious so that we can better accomplish our values:
Rigour, Solidity, Cooperation, Competence and Ethics.

Grupo NOV’s dimension and ambition requires that it must be recognized, nationally and internationally, internally and externally, as an organization that focuses its actions on ethical criteria without neglecting the impact that its decisions, ways of acting and behaviour have on its bord, managers, customers, suppliers, employees, regulators, and in the general public.

Thereby, the «Ethics and Conduct Code» is where the values that guide Grupo NOV’s actions are explained. The document sets the ethical principles and rules of conduct to which Grupo NOV employees are subjected to, and they must assume them as intrinsically their own.

Grupo NOV’s «Ethics and Conduct Code» sets not only the ethical principles that guide the Group as a whole, but also defines and explains the behaviour standards that all its employees and directors must respect and ensure respect. Grupo NOV’s employees and directors are aware of the «Ethics and Conduct Code» when they start working in its companies, by signing the declaration of commitment which they are bound to.

To guarantee the fulfilment of the code, any information that our partners may give us is valuable to identify behaviours, non-conformities, or practices that contradict the «Ethics and Conduct Code». For this reason, we will now summarize the rules to which our employees and Bord are bound to.

 

Objectives of Grupo NOV’s Ethics and Conduct Code

Our «Ethics and Conduct Code» aims to encourage our employees of the standards and behaviours that are compatible and coherent with the values that guide Grupo NOV, as well the rules of conduct that they must adopt on a day-to-day basis and which we want to see recognized by our customers, suppliers, public authorities, and society in general.

Thus, our «Ethics and Conduct Code» aims to stimulate our employees and directors to question themselves whether what they usually do, is in accordance with the Groups’ values, to consolidate growing relationships of trust among its multiple stakeholders: customers, suppliers, employees, managers, shareholders, regulatory entities, and the public in general.

 

Values to be preserved

Rigour - Our main commitment is to guarantee rigour and excellence in everything we do. We value the ability to satisfy undertaken commitments.

Solidity - Our growth is based on a solid group nomenclature with a great capacity for adaptation and dynamism. The technical, professional, human, and ethical pillars guarantee long-lasting relationships.

Cooperation - Adopting an open and willing attitude to cooperate with partners, always striving for the full satisfaction of our customers. Our individual interest is better obtained by achieving the collective interest.

Competence – We value the expertise of our human resources, and we seek to give them the essential knowledge to better perform their tasks. Professionalism, quality, and efficiency are standards that we favour and that we search to give our employees, so that they can be an example.

Ethics - We are based on social responsibility and ethics, in all our companies’ internal relations and with all our stakeholders. For that reason, our employees must act according to the strictest ethical and deontological standards.

 

Operating Principles That Should Be Manifested by Our Employees

INTERFACE

OPERATING PRINCIPLE

BEHAVIORS TO BE EXHIBITED

Customers

Clients should be treated with high professionalism, respect, loyalty, and dedication.

We must systematically provide our clients an efficient and effective service to support them in the decision-making process, guaranteeing the agreed conditions and commitments.

The baseline behaviours with customers at Grupo NOV are:

  • Cordiality;
  • Speed and dynamism;
  • Follow-up of the contract and bridge to a next contact;
  • A careful visual appearance;
  • A careful language;
  • Rigour and respect for established values and procedures.

Suppliers and Service Providers

The choice of suppliers and other service providers must be focused on clear, fair, and impartial standards, considering not only commercial conditions and the quality of the products proposed, but also their ethical conduct.

In the relationship with suppliers and service providers it is mandatory:

  • To honour the commitments assumed, respecting the contractually defined rules.
  • To guarantee that all suppliers and service providers fulfil the ethical principles and values endorsed by the organisation.

Public Entities and Regulatory Authorities

Strict compliance with all national and international laws, regulations, and requirements applicable to the business activities where we operate.

Within its management independence and autonomy, Grupo NOV provides public entities and regulatory authorities all the collaboration required or information demanded within its reach.

It is the responsibility of each employee and director to seek the appropriate opinion on relevant legal requirements and other appropriate legal matters, within the responsibilities of his/her function, to act in an enlightened manner and in line with the requirements applicable to the activity.

Concurrence

Respecting the rules of the market, promoting fair competition, while avoiding any practice that may obstruct, distort, or appreciably inhibit competition.

Grupo NOV’s employees and directors must interact with competitors in a healthy and cordial way and promote mutual respect.

International and Cross-Cultural Relations

Grupo NOV respects international treaties, agreements and contracts signed with partner countries, associates, customers, or suppliers, guaranteeing a balanced and harmonious coexistence of the shared interests between the respective countries.

Grupo NOV observes the legal scopes between the countries involved in partnerships and pursues to maintain quality programs that make sure that its resources enter the markets with ensured safety.

The employees and directors of Grupo NOV must guide their actions with respect for the diversity of religious, philosophical, and moral beliefs present in the various countries where it is internationalized or with whom it has relationships.

The employees and directors of Grupo NOV develop working, personal and institutional relationships in harmony with the specifications and traditions of the host regions and countries while observing, respecting, and rigorously complying with their laws, uses and customs.

Shareholders and Market

Acting with loyally before shareholders and other partners, searching to create value and controlled risk.

Complete fulfilment of the legal principles and norms regarding the treatment of the shareholders to ensure the exercise of their corporate rights accordingly to the law, including the provision of the necessary information.

Employees

Grupo NOV promotes trust relations with and between its employees. It is focused on principles of loyalty and competence, while valuing the spirit of initiative and the sense of responsibility of each one.

Grupo NOV pretends to provide a good working environment, in the most appropriate conditions of safety and health at work, and to promote team spirit, unity, and mutual help between employees.

Grupo NOV’s employees and directors must conduct themselves with respect for dignity, diversity and each person’s rights while providing a working environment that is favourable for a productive performance and the most suitable conditions of safety and health at work.

Within Grupo NOV are only permitted conducts that ensure equality of opportunity, treatment, and non-discrimination, regardless of race, ethnicity, gender, age, origin, nationality, religion, ideologies, sexual orientation, physical condition, political beliefs, or union membership.

Everyone must also ensure communication, exchange, and registration of information between employees.

It is also obligatory to guarantee the fulfillment of the applicable rules on safety, health and hygiene at the workplace, and Grupo NOV’s employees and directors must strictly observe the laws, regulations, and internal instructions on this matter.

Environment

Grupo NOV respects and protects the environment by adopting principles, strategies and practices meant to minimize the environmental impact of its activities. Particularly, the rational use of natural resources and the appropriate management of waste.

The employees and directors of Grupo NOV must act proactively to protect the environment, pursuing the minimisation of the environmental impact of Grupo NOV's activities, focusing their actions on a rational use of natural resources, and the appropriate management of waste with uncompromising respect for applicable regulations and legal provisions.

Society in General

Grupo NOV wants to develop its activity promoting the interest and well-being of the communities in which it is involved, promoting the participation in proposals that highlight its important contribution in the field of corporate citizenship.

Our employees, directors and shareholders must be sensitive to environmental and social matters, and act in a socially and ethically responsible way, while promoting the Group’s good image by being responsible citizens in the communities where their business activities are carried out, regardless of their geography.

It is essential that the Group’s companies are considerate, always respecting human rights and defending decent and acceptable working conditions.

Standards of Conduct to Be Presented by Our Employees

DIMENSION

CONDUCT TO BE DISPLAYED

Responsibilities

All employees must establish their actions considering the limits of their responsibility. They shall use the power delegated to them in a non-abusive manner and always trying to achieve the goals of the company and/or Group, and never to obtain personal advantages.

Employees must act with impartiality and objectivity during all business decisions taken on behalf of the Group company(ies).

They must act in rigorous accordance with the laws and regulations applicated to their activity (and the activities of Grupo NOV) within the scope of the responsibilities assigned to them, always with impartiality, competence, and rigour.

They must respect the values of Grupo NOV and the guided principles in the «Ethics and Conduct Code», in internal and external relations.

Interpersonal Relationship

Establishing human relationships based on loyalty, respect, sympathy, cooperation and mutual help, all these are qualities that should be present in the relations that employees establish with each other, as well as with third parties.

Conflicts of Interest

The business decisions at Grupo NOV are made based only on the best interests to the Group and not by personal considerations or relationships. Circumstances in which personal interests’ conflict or appear to conflict with the Group's interest must be avoided.

A conflict of interest exists whenever employees are called upon to intervene in decision-making processes that directly or indirectly involve organisations which they collaborate or have collaborated with, or people to whom they are or have been connected to by ties of kinship, affinity, friendship, or enmity, even if merely potential.

Exclusive Basis

The employees of Grupo NOV provide their services on an exclusive basis and cannot perform consequently any other functions outside the Group as self-employed or under the terms of legal subordination, whatever their legal binding relationship is. Disrespect of this obligation is considered a serious misconduct.

Grupo NOV’s Executive Committee is responsible for consenting, on a case-by-case basis, any exceptions to the exclusivity regime.

Integrity

Grupo NOV’s employees must not receive from third parties any kind of gratifications, payments, or favours to possibly create expectations of favouritism in their relations with the Group.

Any gifts received from third parties that exceed a symbolic and commercially negligible value must always be communicated to the employee superior and, immediately, rejected if they imply expectations of obtaining special favours.

Loyalty

Employees must adopt a loyal behaviour towards Grupo NOV and the company to which they belong, preserving its credibility and good image in all situations, as well as promoting and guaranteeing its prestige.

Confidentiality, Professional Secrecy, and Information Security

Grupo NOV’s employees are obligated to protect the Group's confidential information as well as that of our customers and suppliers.

Our employees are subjected to a professional secrecy regarding all facts that concern Grupo NOV’s life. Particularly in matters which owing to their importance or existing legislation should not be known to the public, while being reserved and discrete regarding the facts and information of which they may have knowledge of during their tasks.

In accordance with our Code of Ethics and Conduct, this obligation extends even after employees leave the Group.

Evolution Through Merit

Grupo NOV’s employees must continually seek improvement and update their knowledge to enhance their professional skills and, consequently, improving services provided to our customers.

Each six months our employees participate in a meticulous system for the evaluation of performance that aims, among other things, to measure the merit of each employee and identify points for improvement.

Use and Protection of Assets

Grupo NOV’s employees must make rigorous, rational, and efficient use of the supplies provided to them, avoiding waste. Additionally, they must not use, directly or indirectly, any goods or resources of the company or of its customers and suppliers for their personal benefit or for that of third parties.

They shall also ensure a good conservation of the company's property to which they have access, by seeking the adequate control and management of the materials necessary for the activity, protecting them from loss, damage, theft, misuse, diversion, or destruction.

Use of Weapons, Alcohol, and Drugs

Grupo NOV’s employees are absolutely forbidden to use weapons and consume alcoholic drinks and drugs in the work environment, as well as to enter the premises of Grupo NOV’s companies of any person in a state of intoxication, armed, or under the influence of substances that cause interference in their behaviour.

Interculturality

All employees working for Grupo NOV, regardless of the place or country they are in, must learn and understand, in a spirit of tolerance and respect, the ways of life, likes, expectations, languages, education, and culture of the people of each country. They shall also know and respect the laws and regulations applicable in those countries, always using politeness in the treatment of locals.

Our employees must avoid acts, attitudes, or any behaviours that conflict with the laws, usages, and traditions of each country.

Good Governance

The Group’s companies shall be managed with special care, loyalty and transparency, creating conditions of dialogue with the Board Members about goals, strategy, risk analysis and performance evaluation, in observance with the highest standards of good corporate governance.

Collaborate with us by notifying us of any irregularities

Preserving our values of Rigour, Solidity, Cooperation, Competence and Ethics with all our clients, suppliers, employees, and other stakeholders, is a vital priority for us. Therefore, we have a direct confidential channel for a fast and efficient report of non-conformities, that can be sent by letter or by e-mail to:

Ethics and Conduct Committee of Grupo NOV

Address: Rua de Tomar 80, Quinta da Sardinha, 2495-195 Santa Catarina da Serra, Leiria, Portugal

Email: comissaoeticaeconduta@gruponov.com

 

The Ethics and Conduct Committee of Grupo NOV guarantees the anonymity and protection of the author, about any report of irregularities under the terms of the Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019, or other applicable legislation.

 

We thank you in advance for all the collaboration you may eventually give us!