Code Of Conduct

OBJECTIVE

The purpose of this document is to communicate MAR INT DMCC’s Code of Conduct for international business relationships to its employees to ensure that they understand and acknowledge the requirements of this Code and MAR INT DMCC’s policies and procedures.

GENERAL POLICY

MAR INT DMCC employees will (i) strictly comply with applicable laws and regulations, including those with respect to international bribery, commercial bribery, and antitrust, competition laws and general data protection regulation, and (ii) conduct business in a fair manner with honesty and integrity, and observe high standards of personal and business ethics.

DEFINITIONS

“Applicable Anti-Corruption & Anti-Money Laundering Laws” — Applicable international anti-corruption laws include (i) the United States Foreign Corrupt Practices Act (“FCPA”); (ii) the Organization for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (including as implemented by its member nations) (“OECD Convention”); (iii) the United Kingdom Bribery Act 2010 (“Bribery Act”); (iv) the U.K. Anti-Terrorism, Crime and Security Act 2001, (v) the Money Laundering Regulation 2007; (vi) the Proceeds of Crime Act 2002 and (vii) similar laws that prohibit bribery in the countries in which MAR INT DMCC conducts business.

• “Commercial Client” — Any entity (including any owner, director, manager, or employee thereof) for whom MAR INT DMCC, or any of its partners, or clients currently provides or contemplates providing services pursuant to a commercial contract.
• “Commercial Competitor” — Any entity (including any owner, director, manager, or employee thereof) with which MAR INT DMCC, or any of its partners, or clients, may compete for the award of a commercial contract or other business advantage.
• “Data Subject” – An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
• “Government Official” — A broad term that includes any government official or government employee (including officers, directors and employees of state-owned companies, including state-owned oil and gas companies and joint ventures with participation by state-owned oil and gas companies), political parties and candidates for political office, and any officer or employee of a public international organization such as the United Nations or Red Cross.
• “Local Partner” — An individual or entity with whom MAR INT DMCC forms a joint-venture or other arrangement within a particular country in order to help (i) obtain information about business and regulatory climate of the country, (ii) establish itself as a local entity within the country, (iii) develop and expand MAR INT DMCC’s business, (iv) assist with operational activities, and/or (v) invest in the local company.
• “Marketing Agent” — An individual or entity that MAR INT DMCC compensates or agrees to compensate typically in exchange for assistance with a specific project or client, and whose services may include (i) obtaining market information, (ii) assisting with the process of bidding for, obtaining, or maintaining tenders, contracts, or other business or services, (iii) developing business, (iv) promoting the company’s products or services, or (v) interacting with Government Officials, Commercial Clients, or Commercial Competitors on MAR INT DMCC or MAR INT DMCC’s clients’ behalf.
• “Prohibited Payments” — The offering, promising, or giving of a payment, gift, or anything of value, either directly or indirectly, to a Government Official, Commercial Client, or Commercial Competitor for the purpose of (i) influencing any act or decision of the
• Government Official, Commercial Client, or Commercial Competitor or inducing the Government Official to affect or influence any act or decision of the government, a government agency, or a state-owned company; (ii) assisting MAR INT DMCC or any of its partners or clients to obtain or retain business or direct business to MAR INT DMCC or a partner or client; or (iii) securing any improper advantage (such as reducing customs duties or income taxes, or obtaining proprietary or confidential information regarding Commercial Clients or competitors).
• “Prohibited Receipt” — The requesting, agreeing to receive, or accepting of a payment, gift, or anything of value with the intention of, or as a reward for, improperly performing any MAR INT DMCC function or activity.
• “Project Partner” — An entity with whom MAR INT DMCC forms a joint venture, consortium, or other type of partnership to bid or perform a certain project or group of projects.

BACKGROUND

As part of your engagement with the MAR INT DMCC, you will be expected to act in accordance with the following code of conduct which underlies the integrity and reputation of the group. This is underlined by MAR INT DMCC’s adherence to these principles:

• having anti bribery procedures in place which are proportionate but effective,
• showing a top level commitment to prevention of bribery,
• risk assessment of MAR INT DMCC’s activities and areas of operation,
• due diligence in all MAR INT DMCC does or done in MAR INT DMCC’s name,
• communication and training in anti-corruption laws, (vi) complying with GDPR regulations, and
• monitoring and reviewing MAR INT DMCC’s procedures and processes.

Strict compliance with this Code is a significant responsibility, and all MAR INT DMCC employees have an affirmative obligation to become familiar with, and to abide by, this Code.  It serves as a preventive tool to assist employees in recognizing and avoiding potential violations.

MAR INT DMCC conducts business in many countries through subsidiaries, branches, joint ventures (including with Local Partners and Project Partners) and other business arrangements. MAR INT DMCC also uses Marketing Agents, and other third parties to assist in situations where they can better accomplish our agreed business objectives.

As a responsible citizen, MAR INT DMCC requires that all of its business operations strictly adhere to these ethical standards of conduct. Despite being a privately held group of companies, we work with blue-chip public companies, subject to laws relating to international bribery, commercial bribery, and antitrust and competition regulations. In certain instances, MAR INT DMCC (including its employees) may be subject to such laws and regulations directly, and MAR INT DMCC employees should assume that these laws apply worldwide, including in the principal countries where MAR INT DMCC operates.  Therefore, MAR INT DMCC must ensure that its business relationships comply with the requirements of such laws worldwide. In other words, we must be, and be seen to be, conscientious corporate citizens. This can only help the long-term interests of our business.

APPLICABLE ANTI-CORRUPTION LAWS

For international business relationships, it is the policy of the MAR INT DMCC Group that the following standards of conduct and legal requirements shall be observed.

1. Applicable local law must be complied with during such relationships.
2. MAR INT DMCC, its employees, customers, suppliers and other natural or legal people will be dealt with in a fair manner with honesty and integrity, observing high standards of personal and business ethics.
3. Business books and records will be maintained in a proper, responsible, and honest manner, which will allow MAR INT DMCC to comply with the laws applicable to it. All expenses, including those subject to approval by the Chief Executive Officer, must be recorded fairly and accurately in MAR INT DMCC’s books and records; no unrecorded fund can be established or maintained for any purpose; and records may not be falsified in any manner but must accurately reflect the amount and nature of transactions.
4. MAR INT DMCC employees will strictly comply with all Applicable Anti-Corruption Laws and other Group policies, as well as the offering, promising, or making of Prohibited Payments to Government Officials, Commercial Clients, and Commercial Competitors, or requesting, agreeing to receive, or accepting of Prohibited Receipts.
5. Confidential or proprietary information will not be disclosed at any time to persons inside or outside the international business relationship without proper authorization, nor will MAR INT DMCC employees seek to obtain confidential or proprietary information relating to its Commercial Clients or Commercial Competitors by improper means.
6. MAR INT DMCC employees will strictly comply with all applicable antitrust and competition laws.

Failure to observe the requirements of the Code puts the reputation, hard work, contracts and investments of MAR INT DMCC, its employees, and its clients at risk and is therefore strictly forbidden.

Thus, it is imperative that you understand the Code and consult with MAR INT DMCC’s Chief Executive Officer before taking any action that could potentially result in a violation of this Code.  Following local customs is not sufficient and while you should use common sense, it is critical that you be familiar with the details of this Code and MAR INT DMCC’s policies and procedures regarding Gifts and Hospitality, Prohibited Payments, and working with Joint Venture Partners and/or Marketing Agents.

APPLICABLE GENERAL DATA PROTECTION REGULATION LAWS

For the processing of data, it is the policy of the MAR INT DMCC Group that the following standards of conduct and legal requirements shall be observed:

1. Fair and transparent processing.
2. The legitimate interests pursued by controllers in specific contexts.
3. The collection of personal data.
4. The pseudonymization of personal data.
5. The information provided to the public and to data subjects.
6. The exercise of the rights of data subjects.
7. The information provided to, and the protection of, children, and the way the consent of the holders of parental responsibility over children is to be obtained.
8. The controller shall implement appropriate technical and organizational measures to ensure and to be able to demonstrate that processing is performed in accordance with this code of conduct.
9. The notification of personal data breaches to supervisory authorities and the communication of such personal data breaches to data subjects.
10. The transfer of personal data to third countries or international organizations; or
11. Out-of-court proceedings and other dispute resolution procedures for resolving disputes between controllers and data subjects regarding processing, without prejudice to the rights of data subjects: right to lodge a complaint with a supervisory authority and right to an effective judicial remedy against a controller or processor.

EMPLOYEE DECLARATION 

As an employee of MAR INT DMCC, you acknowledge the following:

• You have read and understood MAR INT DMCC’s Code of Conduct for International Business Relationships and its policies and procedures regarding Prohibited Payments and Receipts (together, “Policies and Procedures”).
• As an employee of MAR INT DMCC, you are subject to the Code of Conduct for International Business Relationships and the Policies and Procedures.
• If you fail to comply with the standards set forth in this Code or the Policies and Procedures, you will be subject to appropriate disciplinary action by MAR INT DMCC, which may include termination of employment with immediate effect, in which case you will not be entitled to end of service or other sort of compensation payments.
• Failing to comply with the standards set forth in this Code or the Policies and Procedures may also subject you to prosecution under various domestic and international laws that carry severe criminal and civil penalties.
• Any employee who violates MAR INT DMCC’s policies will be subject to appropriate disciplinary action by MAR INT DMCC, which may include termination of employment with immediate effect.
• Any violations of MAR INT DMCC’s policies will constitute a breach of the respective agreement and will entitle MAR INT DMCC to terminate that relationship with immediate effect.