Code of Conduct

1. Purpose

This Code of Conduct sets out the ethical standards that employees must display in their work and in their interactions with colleagues and external parties, including customers, investors, market participants, suppliers and other stakeholders.

2. Scope

The Code of Conduct applies to members of KBN’s Board of Directors, its permanent and temporary employees, and external persons who act on behalf of KBN (1) (hereinafter collectively referred to as ‘employees’) unless stated otherwise by a specific provision. The closest supervisor decides whether external persons acting on behalf of KBN are to be exempt if there are special reasons for this. Closest supervisor report to HR about externals who must comply with these guidelines.

3. Basic principles

Employees must comply with the laws and regulations they are bound by. This applies to both external and internal regulations, including legislation, official regulations issued pursuant to legislation, guidelines, internal rule documents, and internal procedures. Violations can ultimately lead to employment law, criminal law and compensation law reactions.

KBN’s employees are expected to demonstrate high ethical standards in their work for KBN. Employees must act in a trustworthy manner and in accordance with this Code of Conduct, and employees are expected to help each other comply with legislation and regulations and to report censurable matters.

Employees must be familiar with KBN's current Code of Conduct. Compulsory training on the rules must be given to permanent and temporary employees at least annually. Permanent and temporary employees must annually confirm in writing to Compliance that they are familiar with the rules.

KBN’s managers must be good role models, and through their words and actions they will promote compliance with legislation and regulations and responsible business practice. KBN’s managers should help create an environment of openness for questions about ethical issues. KBN’s managers must ensure that employees are aware of KBN’s Code of Conduct and other internal regulations.

KBN's managers must ensure that employees can familiarise themselves with KBN's ethical guidelines and other internal rules, as well as contribute to ensuring that employees have an active relationship with compliance and carry out the necessary training activities.

4. Sustainable operation and development

KBN is committed to contributing to the sustainable development of society as well as to long-term value creation by adopting responsible business practices which respect environmental, social and governance conditions.

5. Relationship with customers

KBN will interact with and treat its customers in a proper and responsible manner. This is important to building and maintaining trust in KBN and KBN’s reputation. KBN’s treatment of its customers will be characterised by respect, a high level of integrity and transparency. Feedback from customers will be taken seriously and processed in accordance with special procedures.

6. Secure assets

KBN possesses assets (information, IT systems and equipment, access to electronic services, office premises and fixtures) that have the potential to cause a high or very high level of damage in the event of loss or unauthorised alteration. Employees have a responsibility to help protect KBN’s assets. Employees have a responsibility to contribute to safeguarding KBN's values. Employees must be aware of and comply with the rules and procedures relating to the protection of KBN’s assets.

7. Communication

KBN’s information must be reliable and correct. Customers, investors, market players, suppliers, employees, owners and other stakeholders must also trust that KBN protects information and observes the duty of confidentiality.

KBN’s activities require the exchange of information and data internally and externally. This takes place orally, in writing and electronically. Employees must be aware of and comply with the rules and procedures relating to the various types of information.

Employees are bound by their duty of confidentiality. The obligations imposed by the duty of confidentiality apply externally and internally, including after the end of an individual’s employment relationship, unless otherwise agreed. Employees must exercise caution in their handling of information and are personally responsible for assessing whether information is of such a character that its dissemination should be restricted.

Employees must be aware of the legislation that applies to the management of inside information and know that illegal dissemination and misuse of inside information is a criminal offence.

Employees adhere to rules for who speaks externally on behalf of KBN. Employees are asked to exercise caution when speaking in public, including on social media.

8. Own account trading

Employees can trade in financial instruments for their own account in line with applicable guidelines.

9. Financial crime

KBN is committed to ensuring that it is not exploited for the purposes of financial crime. KBN will, by means of good business practices in its interactions and meetings with external parties, prevent financial crime, such as embezzlement, fraud, corruption, money laundering and terrorist financing. All employees have an independent obligation to report suspicious conditions related to financial crime.

Money laundering and terrorist financing
KBN will work actively to prevent being used for the purposes of money laundering or terrorist financing. All employees must be aware of their obligations pursuant to legislation and regulations, including internal guidelines, and their obligation to report suspicious matters to KBN’s head of anti-money laundering.

Corruption
Corruption is prohibited, a prohibition that applies both to the person who gives or offers an undue advantage, and to the person who requests, receives or accepts such an advantage. It is sufficient that a request or offer of an undue advantage is made for the act to be illegal.

Employees must neither accept, request nor give an undue advantage. This also applies if the benefit accrues to KBN, other persons or companies.

These guidelines do not prevent employees from giving or receiving gifts of insignificant value, or moderate hospitality and representation that is commercially justified. Gifts received with value over NOK 500 must be reported to HR and accrues to KBN.

Conduct in respect of tax
KBN must pay the correct tax at the right time where the values are created and in accordance with local tax legislation. KBN must maintain good compliance and practice regarding accounting, tax reporting and payment of tax.

KBN must be able to comply with the tax regulations, but KBN must refrain from evasion.

KBN must act openly with regard to tax, and the annual accounts and tax policy must be available on the company's website.

Competition
KBN shall not inappropriately exploit market power or take part in agreements restricting competition, such as price collusion, market sharing or cooperation with competitors in tender processes.

Employees must exercise a high degree of care so that information that may be competitively sensitive is processed in accordance with applicable guidelines.

10. Conflict of interest

KBN must ensure that conflicts of interest are identified and, as far as possible, prevented and dealt with. Conflicts of interest may arise if KBN can gain or avoid losses at the customer's expense, there is no coincidence between the employee's personal interests and KBN's interests, when the employee is considered to have a prominent personal or financial special interest in a matter, etc.

KBN employees must not participate in the processing or decision of questions that are of particular importance to the employee himself or someone close to him, so that the person concerned must be considered to have a prominent personal or financial special interest in the matter.

Employees cannot participate in the treatment or decision of cases where there are other special circumstances which are likely to undermine trust in the person concerned impartiality.

The employee has an independent responsibility for assessing whether there is a conflict of interest and must report it to the immediate manager. Where there is doubt, the employee can discuss or have a conflict of interest assessed. If an assessment is requested, this must be documented. The immediate manager makes an assessment and decides. All decisions are submitted to the CEO.

The question of whether the CEO has a conflict of interest in relation to any matter is assessed and determined by the Board of Directors. Board appointments and secondary employment positions undertaken by the CEO must be approved by the Board of Directors.

If there can be doubt about a board member's competence, the question is decided by the board without the relevant board member being present.

Other commercial activities, secondary work and positions
Employees may not run other business activities, take up paid part-time work or hold board positions in other companies without the written approval of the CEO. The ban does not apply to KBN's board members (2).

If there is no conflict of interest, positions in joint ownership, teams or associations, etc. are permitted without further approval. The employee’s duties, paid part-time work and other commercial activities must be registered with HR in accordance with internal routines.

11. Data protection

All individuals about whom KBN holds information must be able to trust that we will protect their privacy. Employees must be aware of how the processing of personal data has to be carried out.

12. Working environment

KBN is committed to providing a physically, mentally and socially healthy working environment. Employees must, through action and behaviour, show respect for colleagues and other people KBN interacts with.

KBN does not tolerate bullying or harassment of any kind, including unwanted sexual attention and hostile or degrading comments and behavior.

KBN values diversity and is committed to promoting greater diversity. KBN does not accept discrimination and harassing behaviour, e.g., because of gender, age, sexual identity, ethnicity, outlook on life, disability or combinations of these.

No person is permitted to be under the influence of alcohol or other drugs while carrying out work for KBN. Alcohol may be served in social situations or at events outside working hours. Employees must display moderation in such contexts.

Employees must report any harassing or discriminatory behavior or instances of intoxication in connection with their work or position.

13. Whistle-blowing

KBN strives for a climate of expression where employees can report without risking any form of retaliation.

Employees have the right, but also a duty, to report any situations that are not acceptable. KBN processes such whistle-blowing reports in accordance with the relevant legislation and regulations, and employees should ensure that they are aware of KBN’s processes. There are no specific requirements in respect of the format in which such whistle-blowing must be undertaken, and it can be done anonymously. KBN has an internal whistle-blowing channel with pre-determined procedures, as well as an external whistle-blowing channel.

Employees are encouraged to be open about personal matters that could affect their ability to complete their work to a significant extent, or where they are in a vulnerable situation that others could exploit.

14. Compliance

The ethical standards that follow from these guidelines must be tested and assessed regularly, at least every 3 years.

15. Delegated authority

The President and CEO is authorised to establish additional rules within the framework of this Code of Conduct.

16. ENTRY INTO FORCE

This Code of Conduct enters into force with immediate effect.

1: such as consultants and other contractors
2: board members elected by the General Assembly