“LIVING OUR CREDO”
The values of our organization and our guiding principles have actually been alive and a part of our daily lives, long before they were even written down. We would never have become the company we are today if these traits had not been inherent. However, our future success and credibility depends on the constant renewal of our commitment to uphold these values and principles. Our values must inform the way we work and the way we treat each other; and our principles set the standard by which decisions are made to build a thriving business, and an optimal environment for our customers, shareholders and the communities in which we live and work. These are the values and principles we live by. This is how we do it in this family.
Statement of Our Code of Conduct
Visuray’s technology will be utilized on every drilling rig and production platform in the world.
Our Principles set the standard by which strategy and commercial decisions are made in Visuray. Our guiding Principles are:
- Know What You Value and Why
- Demonstrate the Courage of Leadership
- Don’t Compromise Quality
- Exceed Customer Expectations
- Minds Create Value, So Treat Them With Respect
- Let Creativity Work For You
- Understand and Serve the customer
Our Values define how our employees interact within the company and with the public in the daily conduct of their business. These Values are:
‘The strength to stand up for your beliefs with the integrity that demands that promises be kept and that excellence be the only standard; the will to persevere in the face of innumerable obstacles.’
‘The sense of curiosity and wonder that drives creativity and innovation, the attitude that fosters better ideas and a better world.’
‘The deep concern for clarity that necessitates quality, accuracy, effectiveness, and efficiency in all things.’
‘An enterprising sprit that is judicious, purposeful, well-informed, and necessary for success.’
‘An unflagging regard for human life – for the need to protect people from danger, risk, or injury; the realisation that people – not tools or technologies – are the fundamental source of value creation.’
Visuray is an oilfield service company committed to engineering game changing technologies. Our mission is to enable our customers to see and evaluate their wells with certainty and act with confidence, in a safe and environmentally responsible way.
Build Trust and Credibility
The success of our business is dependent on the trust and confidence we earn from our employees, customers and shareholders. We gain credibility by adhering to our commitments, displaying honesty and integrity and reaching company goals solely through honorable conduct. It is easy to say what we must do, but the proof is in our actions. Ultimately, we will be judged on what we do.
When considering any action, it is wise to ask: Will this build trust and credibility for Visuray? Will it help create a working environment in which Visuray can succeed over the long term? Is the commitment I am making one I can follow through with? The only way we will maximize trust and credibility is by answering “yes” to those questions and by working every day to build our trust and credibility.
Respect for the Individual
We all deserve to work in an environment where we are treated with dignity and respect. Visuray is committed to creating such an environment because it brings out the full potential in each of us, which, in turn, contributes directly to our business success. We cannot afford to let anyone’s talents go to waste.
Visuray is an equal employment employer and is committed to providing a workplace that is free of discrimination of all types from abusive, offensive or harassing behavior. Any employee who feels harassed or discriminated against should report the incident to his or her manager or to HR.
Create a Culture of Open and Honest Communication
At Visuray everyone should feel comfortable to speak his or her mind, particularly with respect to ethics concerns. Managers have a responsibility to create an open and supportive environment where employees feel comfortable raising such questions. We all benefit tremendously when employees exercise their power to prevent mistakes or wrongdoing by asking the right questions at the right times.
Visuray will investigate all reported instances of questionable or unethical behavior. In every instance where improper behavior is found to have occurred, the company will take appropriate action. We will not tolerate retaliation against employees who raise genuine ethics concerns in good faith.
For your information, Visuray’s whistleblower policy is as follows:
Employees are encouraged, in the first instance, to address such issues with their managers or the HR manager, as most problems can be resolved swiftly. If for any reason that is not possible or if an employee is not comfortable raising the issue with his or her manager or HR, Visuray’s CEO operates with an open-door policy.
Set Tone at the Top
Management has the added responsibility for demonstrating, through their actions, the importance of this Code. In any business, ethical behavior does not simply happen; it is the product of clear and direct communication of behavioral expectations, modeled from the top and demonstrated by example. Again, ultimately, our actions are what matters.
To make our Code work, managers must be responsible for promptly addressing ethical questions or concerns raised by employees and for taking the appropriate steps to deal with such issues. Managers should not consider employees’ ethics concerns as threats or challenges to their authority, but rather as another encouraged form of business communication. At Visuray we want the ethics dialogue to become a natural part of daily work.
Uphold the Law
Visuray’s commitment to integrity begins with complying with laws, rules and regulations where we do business. Further, each of us must have an understanding of the company policies, laws, rules and regulations that apply to our specific roles. If we are unsure of whether a contemplated action is permitted by law or Visuray policy, we should seek the advice from the resource expert. We are responsible for preventing violations of law and for speaking up if we see possible violations.
Because of the nature of our business, some legal requirements warrant specific mention here.
We are dedicated to ethical, fair and vigorous competition. We will sell Visuray products and services based on their merit, superior quality, functionality and competitive pricing. We will make independent pricing and marketing decisions and will not improperly cooperate or coordinate our activities with our competitors. We will not offer or solicit improper payments or gratuities in connection with the purchase of goods or services for Visuray or the sales of its products or services, nor will we engage or assist in unlawful boycotts of particular customers.
It is important that we respect the property rights of others. We will not acquire or seek to acquire improper means of a competitor’s trade secrets or other proprietary or confidential information. We will not engage in unauthorized use, copying, distribution or alteration of software or other intellectual property.
We will not selectively disclose (whether in one-on-one or small discussions, meetings, presentations, proposals or otherwise) any material nonpublic information with respect to Visuray, its securities, business operations, plans, financial condition, results of operations or any development plan. We should be particularly vigilant when making presentations or proposals to customers to ensure that our presentations do not contain material nonpublic information.
Health and Safety
Visuray is dedicated to maintaining a healthy environment. A safety manual has been designed to educate you on safety in the workplace. If you do not have a copy of this manual, please see your HR department.
Avoid Conflicts of Interest
Conflicts of Interest
We must avoid any relationship or activity that might impair, or even appear to impair, our ability to make objective and fair decisions when performing our jobs. At times, we may be faced with situations where the business actions we take on behalf of Visuray may conflict with our own personal or family financial interests because the course of action that is best for us personally may not also be the best course of action for Visuray. We owe a duty to Visuray to advance its legitimate interests when the opportunity to do so arises. We must never use Visuray property or information for personal gain or personally take for ourselves any opportunity that is discovered through our position with Visuray.
Here are some other ways in which conflicts of interest could arise:
1. Being employed (you or a close family member) by, or acting as a consultant to, a competitor or potential competitor, supplier or contractor, regardless of the nature of the employment, while you are employed with Visuray.
2. Hiring or supervising family members or closely related persons.
3. Serving as a board member for an outside commercial company or organization.
4. Owning or having a substantial interest in a competitor, supplier or contractor.
5. Having a personal interest, financial interest or potential gain in any Visuray transaction.
6. Placing company business with a firm owned or controlled by a Visuray employee or his or her family.
7. Accepting gifts, discounts, favors or services from a customer/potential customer, competitor or supplier, unless equally available to all Visuray employees.
Determining whether a conflict of interest exists is not always easy to do. Employees with a conflict of interest question should seek advice from management. Before engaging in any activity, transaction or relationship that might give rise to a conflict of interest, employees must seek review from their managers or the HR department.
Gifts, Gratuities and Business Courtesies
Visuray is committed to competing solely on the merit of our products and services. We should avoid any actions that create a perception that favorable treatment of outside entities by Visuray was sought, received or given in exchange for personal business courtesies. Business courtesies include gifts, gratuities, meals, refreshments, entertainment or other benefits from persons or companies with whom Visuray does or may do business. We will neither give nor accept business courtesies that constitute, or could reasonably be perceived as constituting, unfair business inducements that would violate law, regulation or polices of Visuray or customers, or would cause embarrassment or reflect negatively on Visuray’s reputation.
Accepting Business Courtesies
Most business courtesies offered to us in the course of our employment are offered because of our positions at Visuray. We should not feel any entitlement to accept and keep a business courtesy. Although we may not use our position at Visuray to obtain business courtesies, and we must never ask for them, we may accept unsolicited business courtesies that promote successful working relationships and goodwill with the firms that Visuray maintains or may establish a business relationship with.
Employees who award contracts or who can influence the allocation of business, who create specifications that result in the placement of business or who participate in negotiation of contracts must be particularly careful to avoid actions that create the appearance of favoritism or that may adversely affect the company’s reputation for impartiality and fair dealing. The prudent course is to refuse a courtesy from a supplier when Visuray is involved in choosing or reconfirming a supplier or under circumstances that would create an impression that offering courtesies is the way to obtain Visuray business.
Meals, Refreshments and Entertainment
We may accept occasional meals, refreshments, entertainment and similar business courtesies that are shared with the person who has offered to pay for the meal or entertainment, provided that:
• They are not inappropriately lavish or excessive.
• The courtesies are not frequent and do not reflect a pattern of frequent acceptance of courtesies from the same person or entity.
• The courtesy does not create the appearance of an attempt to influence business decisions, such as accepting courtesies or entertainment from a supplier whose contract is expiring in the near future.
• The employee accepting the business courtesy would not feel uncomfortable discussing the courtesy with his or her manager or co-worker or having the courtesies known by the public.
Employees may accept unsolicited gifts, other than money, that conform to the reasonable ethical practices of the marketplace, including:
• Flowers, fruit baskets and other modest presents that commemorate a special occasion.
• Gifts of nominal value, such as calendars, pens, mugs, caps and T-shirts (or other novelty, advertising or promotional items).
Generally, employees may not accept compensation, honoraria or money of any amount from entities with whom Visuray does or may do business. Tangible gifts (including tickets to a sporting or entertainment event) that have a market value greater than $100 may not be accepted unless approval is obtained from management.
Employees with questions about accepting business courtesies should talk to their managers or the HR department.
Offering Business Courtesies
Any employee who offers a business courtesy must assure that it cannot reasonably be interpreted as an attempt to gain an unfair business advantage or otherwise reflect negatively upon Visuray. An employee may never use personal funds or resources to do something that cannot be done with Visuray resources. Accounting for business courtesies must be done in accordance with approved company procedures.
Other than to our government customers, for whom special rules apply, we may provide nonmonetary gifts (i.e., company logo apparel or similar promotional items) to our customers. Further, management may approve other courtesies, including meals, refreshments or entertainment of reasonable value, provided that:
• The practice does not violate any law or regulation or the standards of conduct of the recipient’s organization.
• The business courtesy is consistent with industry practice, is infrequent in nature and is not lavish.
• The business courtesy is properly reflected on the books and records of Visuray.
Set Metrics and Report Results Accurately
Accurate Public Disclosures
We will make certain that all disclosures made in financial reports and public documents are full, fair, accurate, timely and understandable. This obligation applies to all employees, including all financial executives, with any responsibility for the preparation for such reports, including drafting, reviewing and signing or certifying the information contained therein. No business goal of any kind is ever an excuse for misrepresenting facts or falsifying records.
Employees should inform Executive Management and the HR department if they learn that information in any filing or public communication was untrue or misleading at the time it was made or if subsequent information would affect a similar future filing or public communication.
We create, retain and dispose of our company records as part of our normal course of business in compliance with all Visuray policies and guidelines, as well as all regulatory and legal requirements.
All corporate records must be true, accurate and complete, and company data must be promptly and accurately entered in our books in accordance with Visuray’s and other applicable accounting principles.
We must not improperly influence, manipulate or mislead any unauthorized audit, nor interfere with any auditor engaged to perform an internal independent audit of Visuray books, records, processes or internal controls.
Promote Substance Over Form
At times, we are all faced with decisions we would rather not have to make and issues we would prefer to avoid. Sometimes, we hope that if we avoid confronting a problem, it will simply go away.
At Visuray, we must have the courage to tackle the tough decisions and make difficult choices, secure in the knowledge that Visuray is committed to doing the right thing. At times this will mean doing more than simply what the law requires. Merely because we can pursue a course of action does not mean we should do so.
Although Visuray’s guiding principles can not address every issue or provide answers to every dilemma, they can define the spirit in which we intend to do business and should guide us in our daily conduct.
Each of us is responsible for knowing and adhering to the values and standards set forth in this Code and for raising questions if we are uncertain about company policy. If we are concerned whether the standards are being met or are aware of violations of the Code, we must contact the HR department.
Visuray takes seriously the standards set forth in the Code, and violations are cause for disciplinary action up to and including termination of employment.
Confidential and Proprietary Information
Integral to Visuray’s business success is our protection of confidential company information, as well as nonpublic information entrusted to us by employees, customers and other business partners. Confidential and proprietary information includes such things as pricing and financial data, customer names/addresses or nonpublic information about other companies, including current or potential supplier and vendors. We will not disclose confidential and nonpublic information without a valid business purpose and proper authorization.
Use of Company Resources
Company resources, including time, material, equipment and information, are provided for company business use. Nonetheless, occasional personal use is permissible as long as it does not affect job performance or cause a disruption to the workplace.
Employees and those who represent Visuray are trusted to behave responsibly and use good judgment to conserve company resources. Managers are responsible for the resources assigned to their departments and are empowered to resolve issues concerning their proper use.
Generally, we will not use company equipment such as computers, copiers and fax machines in the conduct of an outside business or in support of any religious, political or other outside daily activity, except for company-requested support to nonprofit organizations. We will not solicit contributions nor distribute non-work related materials during work hours.
In order to protect the interests of the Visuray network and our fellow employees, Visuray reserves the right to monitor or review all data and information contained on an employee’s company-issued computer or electronic device, the use of the Internet or Visuray’s intranet. We will not tolerate the use of company resources to create, access, store, print, solicit or send any materials that are harassing, threatening, abusive, sexually explicit or otherwise offensive or inappropriate.
Questions about the proper use of company resources should be directed to your manager.
Visuray is a high-profile company in our community, and from time to time, employees may be approached by reporters and other members of the media. In order to ensure that we speak with one voice and provide accurate information about the company, we should direct all media inquiries to the Communications Manager. No one may issue a press release without first consulting with the Communications Manager.
Do the Right Thing
Several key questions can help identify situations that may be unethical, inappropriate or illegal. Ask yourself:
• Does what I am doing comply with the Visuray guiding principles, Code of Conduct and company policies?
• Have I been asked to misrepresent information or deviate from normal procedure?
• Would I feel comfortable describing my decision at a staff meeting?
• How would it look if it made the headlines?
• Am I being loyal to my family, my company and myself?
• What would I tell my child to do?
• Is this the right thing to do?
Information and Resources
Kambiz Safinya, email@example.com, + 1 713 294 4556
John Bruce, firstname.lastname@example.org, + 1 832 573 2569
Human Resources Manager
Marie Sivertsen, email@example.com, + 47 976 14 049
Angeline Tse, firstname.lastname@example.org, + 47 514 16 802