Code of Conduct

The Code of Conduct describes Sarachin's commitment and requirements regarding business practise and personal conduct. It describes the behaviour Sarachin expects of you and what you can expect of Sarachin.

Sarachin shall conduct its business with integrity, respecting the laws, cultures, dignity and rights of individuals in all the countries where we operate. All Sarachin employees are expected to live by our values.

Together with Sarachin's values, this Code of Conduct constitutes the basis and framework for our performance culture and governing documents. Sarachin's governing documents consist of policies with associated standards and tools, that in some instances will address the below issues in more detail, but also addressing important issues that are complementary to the business integrity matters subject to this Code of Conduct (e.g. HSE).

We are fortunate that the scale and mix of our projects enables us to make significant positive impacts in the communities where we work.

Scope and Responsibility

Sarachin shall conduct its business with integrity, respecting the laws, cultures, dignity and rights of individuals in all of the countries where we operate. All Sarachin employees are expected to act in accordance with our corporate values.

This Code of Conduct describes Sarachin's commitments and requirements regarding ethical business practices and personal conduct. It describes the behavior Sarachin expects from you and what you, and our business partners, can expect from Sarachin.

It is important to be aware that some of Sarachin's policies provide more detailed information about what is acceptable behavior and what is not (some of those policies are noted in the sections of the Code that follow).

You shall always strive to exercise good judgement, care and consideration in your service for Sarachin. In the event that there are differences between applicable laws and regulations, and the standards set out in this Code of Conduct, the highest standard consistent with applicable local laws shall be applied. Violation of this Code of Conduct or applicable laws may lead to internal disciplinary actions, dismissal or even criminal prosecution.

If you have questions regarding the content of this Code of Conduct or the interpretation thereof, please contact Corporate Legal or Corporate Business Integrity and Compliance. If you require advice in the handling of a specific ethical dilemma, you shall consult with your manager or other appropriate authority. You can also contact the ethics helpline at: .

You are encouraged to consult with colleagues when you have issues or questions regarding compliance with the Code. You are also required to report any evidence of violations of this Code or applicable laws that you identify. Reporting violations will never serve as a basis for disciplinary action.

This Code of Conduct applies to all employees (including temporary personnel) and directors in Sarachin and its subsidiaries, corporate affiliates, and joint ventures that are majority owned or controlled by Sarachin (individually and collectively). It also applies to intermediaries, lobbyists and others who act on Sarachin's behalf.

Suppliers, subcontractors and other contracting parties of Sarachin, including companies in which Sarachin own a minority stake, are expected to adhere to standards which are consistent with applicable laws and Sarachin's Code of Conduct, and Sarachin shall do its best to ensure such adherence.

The Code of Conduct has been approved by the Board of Directors of Sarachin. All deviations, if any, must be approved by the President and CEO.

Bribery and Facilitation Payments

Sarachin expressly prohibits any provision, offering or accepting of bribes of any variety to any person, whether private or public, either directly or through any third party.

Bribery occurs when you offer, pay, seek or accept an improper payment, gift or advantage to influence a business or governmental outcome or decision. Engaging in bribery, or turning a blind eye to your suspicions of bribery, can result in liability for Sarachin and for you personally. Bribes can be in the form of money, or anything else of value, such as a gift or donation, travel benefits, employment benefits, or any other advantage.

"Facilitation payments" are small unofficial payments aimed at expediting or securing the provision of products or services to which you or the company is legally entitled. A facilitation payment is illegal under several anti-bribery laws relevant for Sarachin, and is considered by Sarachin to be a type of bribe. It is strictly prohibited for anyone representing Sarachin to offer or make facilitation payments.

No employee or business partner will suffer adverse consequences for refusing to engage in improper payment activity, even if this results in loss of business.

Your responsibility
It is your responsibility to make sure that all payments made are proper and legal, that they are approved by relevant Sarachin personnel, and that they are recorded accurately in Sarachin's books and records. You must not (either directly or indirectly through a third party) offer anything of value to improperly influence the actions or decisions of any person, including any government employee or official or private party, in pursuit of Sarachin's interests. Dealing with public officials requires extra caution when it comes to corruption risk. As a representative of Sarachin, you shall not, in order to obtain or retain business or other improper advantage in the conduct of business, offer, promise, or give any undue advantage to a public official to make the official act or refrain from acting in relation to the performance of her/his duties. This applies regardless of whether the advantage is offered directly or through an intermediary. Particular caution must be exercised regarding hospitality and entertainment provided to a public official. Facilitation payments shall not be made by any person acting on behalf of Sarachin, even if not considered to be a criminal offence under certain jurisdictions. If a payment is demanded from you in order to avert an immediate threat to the life or health of any person, such payments are not prohibited, but they must be immediately reported to Corporate Business Integrity and Compliance. Sarachin have strict regulations on the use of commercial third parties to support sales-related activities. Third Party Representatives shall not be used without the specific approval of the Sarachin President and CEO. All use of Third Party Representatives shall be done in accordance with the Representation, Partnership and JV Policy.

Conflict of Interest

A conflict of interest occurs when your personal relationships, participation in external activities or interest in another venture can influence or could be perceived to influence your decisions when acting for Sarachin.

Your responsibility
It is your responsibility to avoid conflicts of interest. You shall act in the best interests of Sarachin and take appropriate steps to avoid situations and positions that may create or appear to create conflicts of interest. If you believe there is an actual or potential conflict of interest, you shall notify your manager in writing and disclose all relevant facts. You shall not participate in any transactions or other business arrangements on behalf of Sarachin where you directly or indirectly have, or could reasonably be suspected to have, a personal interest, financial or otherwise, or that could otherwise reasonably be considered to harm Sarachin's interests or reputation. Business transactions must be entered into solely for the best interests of Sarachin. You shall not, directly or indirectly, benefit from your position as an employee or from any sale, purchase, or other activity of the company. Persons subject to this Code of Conduct shall avoid situations involving a conflict or the appearance of a conflict between their duty to the company and their self-interest. You must not have interests outside the company in any business that competes with or provides services to Sarachin or its subsidiaries, and/or that would affect your objectivity in carrying out your company responsibilities. You shall avoid doing business on behalf of Sarachin with a close personal friend or relative; however, recognizing that these transactions do occur, any such conflict of interest that cannot reasonably be avoided, shall be made transparent and reported to your manager in writing. Where a conflict of interest is notified, the manager shall ensure that the conflicted individual is isolated from any operation, influence and/or decision-making process associated with the subject of the conflict. All directorships, employment or other assignments held or carried out by Sarachin employees in other enterprises which have, or may expect to have, commercial relations to Sarachin, must be approved in writing by Sarachin.

Export Controls

Export controls and economic sanctions laws impose restrictions over the sale, shipment, electronic transfer, provision, or disclosure of information, software, goods, assets, funds, and services across national borders or involving parties subject to economic sanctions.

Exports include transfer electronically, through discussions or visual inspections, and not only through traditional shipping methods. Sarachin complies with all export control laws. Further guidance is provided in the Country Risk standard under the Corporate Governance policy.

A number of countries are subject to very stringent economic sanctions. It is Sarachin's policy to refrain from conducting any business involving countries classified as restricted on the Sarachin country watch list. Sanctions laws also prohibit dealings with certain parties, who are specifically designated by governments for sanctions restrictions. Before engaging in business with any party, it is important to confirm that those parties are not subject to sanctions.

Your responsibility
You must think carefully about the potential impact of export control laws and sanctions before transferring goods, technology, software or services across national borders. You must also be attentive to dealings with parties that are from sanctioned countries, or that are otherwise designated for financial sanctions.

Fair Competition

Antitrust law protects free enterprise and prohibits behavior that limits trade or that restricts fair competition.

These laws apply to every level of business. They combat illegal practices like price-fixing, market-sharing or bid-rigging conspiracies, or behaviors that aim to achieve or maintain monopoly. Sarachin is committed to fair and open competition, and does not tolerate violation of antitrust laws and competition laws and regulations.

Your responsibility
You shall comply with the antitrust and competition laws applicable. You shall seek advice from Corporate Legal in all matters involving risk of antitrust exposure for Sarachin, yourself or any of your reports.

Gifts and Hospitality

Sarachin does not allow gifts and hospitality where giving or accepting them could influence business decisions or enforcement of regulations, or cause others to perceive such influence.

As a company we do not expect gifts or hospitality from any of our business partners. Gifts and hospitality may be accepted or offered when this is expected as common business courtesies, however, only when aligned with the precautions and regulations described below.

Your responsibility

Gifts:

In principle, gifts shall not be accepted. Expensive gifts are never acceptable, while modest gifts in some situation may be accepted. You shall under no circumstances accept or offer a gift or entertainment that would influence your or any other person's judgement, or cause others to perceive such influence. Gifts shall not be accepted or offered in situations of contract negotiation, bidding, or award. Gifts shall not be offered to government officials, unless this is subject to specific approval from Corporate Business Integrity and Compliance. You may accept discounts on a personal purchase of the supplier's or customer's products only if such discounts do not or may not be conceived to affect Sarachin's purchase price and are generally offered to others having a similar business relationship with the supplier or customer. Any gifts received are considered company property and shall be properly recorded by the Business Unit in question. If you, as a representative of Sarachin, receive a gift that is not acceptable according to these regulations, you or your business unit should, where possible, return the gift to the gift-giver, and provide information regarding the company's gift policy. In cases of doubt, you shall always consult with your manager or the ethics helpline.

Hospitality:

Hospitality, expenses, or other favors shall not be offered or received where it could be perceived to influence decision making in situations of contract negotiation, bidding, or award. You may only attend social events and entertainment connected with Sarachin's business with third parties that are considered modest and are relevant to maintain a business interest of Sarachin. Similarly, events hosted by Sarachin shall be modest and relevant to maintain a business interest. Hospitality offered to or by a supplier or customer may be accepted when associated with a relevant business meeting and is normally provided to other business partners as a normal part of business. The cost of hospitality must always be kept within reasonable limits and must not be accepted on a recurring basis. Travel, accommodation and other expenses for the individual representing Sarachin shall always be paid by the company. Similarly, we expect business partners and customers to pay for their own travel and accommodation, unless otherwise is stipulated in the contract. No person subject to this Code of Conduct, or member of his/her family, shall solicit or accept from an actual or prospective customer or supplier of Sarachin any compensation, advance loans (except from established financial institutions on the same basis as other customers), gifts, entertainment, or other favors that are of more than token value or that the employee would not normally be in a position to reciprocate under normal expense account procedures.

Human Rights

Sarachin supports and respects internationally proclaimed human rights including the UN Declaration and Convention on human rights, and acknowledge all employees right to form and join trade unions of their own choice.

Sarachin employees shall expect a workplace free from harassment and discrimination. Sarachin will not use child or forced labor, and will not tolerate working conditions or treatment that is in conflict with international laws and practices.

Sarachin shall ensure that the company, through its operations, does not cause any infringement of human rights. The company shall address and minimize risks of human rights infringements in the supply chain, in the projects where we contribute as a supplier and all other parts of our operations. Please consult the country risk standard for further information.

Your responsibility
You shall respect the personal dignity, privacy and rights of each individual you interact with during the course of work and those affected by our business operations, and shall not in any way cause or contribute to the violation or circumvention of human rights. If you become aware of any situation in breach of Sarachin's standards, you shall notify your manager in writing.

Insider Information

It is a criminal offence to trade in Sarachin shares or other securities on the basis of insider information. Further guidance is provided in Sarachin's Insider information procedure under the Corporate Governance Policy.

You are involved in insider dealing when you trade in public traded shares or other securities while in possession of specific information capable of affecting the price of shares or securities and which is not publicly available or generally known in the market or when you disclose this information to someone else or influence someone else who then trades in those shares or other securities.

Your responsibility
You must protect confidential business information and never use it for your own benefit, in particular when trading in shares or other securities or recommending anyone else to do so. Holders of insider information relevant for the Sarachin share price can only pass this information to individuals who need this information in their work for Sarachin and only subject to authorization from his/her manager and appropriate listing of the individual in Sarachin's insider listing system. You must not spread rumors, mislead with false information or manipulate prices. You shall follow Sarachin policies when trading in the shares or other securities of Sarachin or any other relevant company that you may receive insider information about through your work for Sarachin. You shall seek advice from Corporate Legal in all matters involving risk of insider information.

Money Laundering

Money laundering occurs when the criminal origin or nature of money or assets is hidden in legitimate business dealings or when legitimate funds are used to support criminal activities.

Sarachin is committed to complying with all anti-money laundering and anti-terrorism laws. We will conduct business only with reputable customers and business partners involved in legitimate business activities, with funds derived from legitimate resources.

Your responsibility
You must conduct appropriate counterparty due diligence to understand the business and background of our prospective business partners and to determine the origin and destination of money and property. All hiring of Third Party Representatives shall be done in accordance with the Representation, Partnership and JV Policy. You must report suspicious transactions or incidents of money laundering. Failure to do so can lead to fines, dismissal and imprisonment. You must not deal with payments in cash which could be perceived to be generated from criminal conduct. You must exercise specific caution if there are irregularities in the course of receiving payments, such as: 1) Payments by someone who is not a party to the contract, 2) Payments received from offshore bank accounts, or accounts that are not the account normally used by the party in question, 3) Requests to make over payments, and 4) Requests to restructure payments into individual batches or in a different manner than what is agreed in the contract.

Sponsoring and Donations

Sarachin may utilize sponsorships to promote the company and its business. All sponsoring relationships shall be strategic and aligned with Sarachin's values.

There must be documented tangible benefits for Sarachin associated with any sponsorship, such as commercial gain, professional development, enhanced profiling etc. All sponsoring relationships shall be structured as 'win-win situations' whereby both parties achieve some gain. All sponsorship shall follow the regulations in the company authorization matrix.

No religious or political groups or organizations may be sponsored. There shall be no personal conflict of interest involved in the decision to sponsor an organization. In situations where a conflict of interest exists, the individual with a conflict shall withdraw from any associated decision-making process.

Charitable donations - gifts - to organizations do not carry the same requirement for mutual benefit. However, no charitable donations shall be made to political or religious organizations. All charitable donations must be approved in advance by Corporate Business Integrity and Compliance.

Declaration of Compliance

All employees, suppliers, subcontractors, representatives and other contracting parties of Sarachin shall act in accordance with our Code of Conduct.

You as an employee (including temporary personnel) and/or director in Sarachin will be requested on an annual basis to confirm by signing the Annual Statement of Compliance that you have read and familiarised yourself with this Code of Conduct, and that you for the previous year have conducted your tasks and responsibilities in accordance with the requirements set forth in this Code of Conduct.

Suppliers, subcontractors, representatives and other contracting parties of Sarachin are expected to have ethical standards that are compatible with this Code of Conduct, and shall also sign declarations confirming compliance with the requirements reflected in this Code of Conduct.

Reporting / Notification of Breach

If you are aware of or have suspicions concerning any unprofessional conduct, said conduct shall immediately be reported to your manager, HR department or another Sarachin manager you trust.

If you fail to obtain a reaction or response to your notification or if you would prefer not to notify any of those identified above, you are urged to notify to Corporate Legal or Corporate Business Integrity and Compliance or through the whistle blower channel. The whistle blower channel can be reached by sending an email email to: or by reporting anonymously through our external webpage.

Sarachin will ensure that there will be no retaliation against you, nor any impact on your professional career, for reporting possible violations in good faith. Any employee knowingly making a false report for the purposes of harming another individual will be subject to disciplinary action.