A company with profound roots in the offshore industry since 1965. Fred. Olsen Energy ASA was formed in 1997 merging all energy related activities affiliated to the Fred. Olsen companies, with Dolphin Drilling as the groups operating company.
The company changed name to Dolphin Drilling ASA 20th December 2018.
With a fleet of five harsh environment semisubmersible drilling rigs we have built significant competence and a strong culture as basis for excellent drilling operations in demanding environmental conditions. As a significant and long term player in the North Sea we are proud of the services we deliver to our clients.
Our two ultra deepwater drillships have delivered excellent results to our clients in frontier areas for more than 15 years. Our experience with dual drilling activities and managed pressure drilling, combined with a 6th generation high specification ultra deepwater drillship, position us as a front-runner in this segment.
Dolphin Drilling ASA is the main owner of the ship yard Harland & Wolff, in Belfast, Northern Ireland. The shipyard was purchased by Fred. Olsen & Co. in 1989 and became part of Dolphin Drilling ASA in 1997. From being a larger scale ship yard during the 1900s, the yard is now focusing on ship repair, steel fabrication and engineering services as well as providing services for activities related to offshore wind farms.
Board of Directors
Cecilie B. Heuch (b. 1965), Director.
Ms. Heuch became a Director of the Board in 2007. She assumed the position as Chief People Officer in Telenor ASA in 2017. Ms Heuch has previously worked in similar position in DNV GL, and has worked for Norsk Hydro in the fertilizer division (now Yara), in Hydro Aluminium and in Corporate staff. She has had several positions within economic and market analysis, strategy and business development. Ms. Heuch graduated from Institut d’Etudes Politiques de Paris. She has a MSc from London School of Economics and a Business diploma from Henley Management College. Ms. Heuch is a Norwegian citizen, resident in Bærum, Norway.
Jan Peter Valheim (b. 1951), Director.
Mr. Valheim became a Director of the Board in May 2007 after he resigned from the position as Chief Financial Officer (CFO) of the Company and joined Fred. Olsen & Co. as CFO. Prior to joining Dolphin Drilling ASA in 2002, Mr. Valheim had previously held positions in Scribona AB, PC Lan ASA, Saga Petroleum ASA and Fearnley Finans AS. Mr. Valheim is a graduate from BI Norwegian School of Management. He is a Norwegian citizen, resident in Oslo, Norway.
Aksel O. Hillestad (b. 1948), Director.
Aksel O. Hillestad is a graduate from the law school of the University of Oslo. He was admitted to the bar in 1976, and the Supreme Court in 1992. After many years as partner in the law firm of Arntzen de Besche, Oslo, he is now self-employed attorney at law. Mr. Hillestad has experience as board member of numerous entities. He is a Norwegian citizen, resident in Oslo, Norway.
Code of Conduct for Dolphin Drilling
1. Purpose and Scope
The purpose of this procedure is to ensure a common commitments on rules, regulations and behavior within Dolphin Drilling and its subsidiaries (“DDASA Group”). This includes a common standard for ethics and corruption. This procedure shall apply for all employees in the DDASA Group and all hired personnel, consultants and other who act on behalf of any company within the DDASA Group. Compliance with the procedure results in behavior with honesty, high integrity and respect. This type of behavior creates trust which is elementary for good business cooperation. Trust is earned through long term achievement, behavior and accountability. Employees who come forward with concerns play an important role in maintaining out ethical workplace and high-performance business. Even though certain elements of ethics and behaviors are discussed in this procedure it does not remove the need for each person to exercise good judgments when facing ethical situations.
2. Ethics and behavior
All type of behavior and actions must be within the law of the country of operation and well within what is described in this procedure. All persons working within the DDASA Group must be open and honest with superiors in respect to difficult ethical situations. If direct superiors are involved in ethical dilemmas it must be brought to the next level. All persons working for the DDASA Group including subsidiaries shall respect human rights, and under no circumstances take any actions that negatively impact other people’s human rights. The DDASA Group does not accept any form of discrimination or harassment (e.g. based on such as race, color, religion, sex, age, disability). No information obtained illegally or unintentionally from business partners shall be distributed or used by the DDASA Group. The distribution or use of such information might be in breach of competition, civil or criminal laws.
All form of corruption or bribery is strictly prohibited. This includes any type of undue payments made to influence someone conducting their duties, and/or where someone gain undue personal benefits like kick backs from suppliers. Such improper behavior can be cash payments, gifts, travels, accommodations or services. The DDASA Group requires and encourages transparency in all transactions undertaken when conducting business on behalf of the DDASA Group. All business transactions shall be backed up by invoices between the parties to secure full transparency with respect to who has authorized- and who the ultimate receiver of the payment is. No agreements shall be made with middlemen/agents in a way that can be interpreted as corruption or facilitating corruption.
Use of intermediaries
Before intermediate companies, like agents and consultants, are contracted, it must be ensured that the intermediate companies are involved in bona fide business activities (a formally registered company with substance). Agreements with intermediate companies shall be based on the internal procurement procedures in the DDASA Group, including written contracts. It is emphasized that all contracts with intermediaries shall include a contract clause stating that any corruptive actions or unethical behavior is prohibited while representing any company within the DDASA Group.
DDASA conflict of interest
All persons working for the DDASA Group must act in the best interest of the DDASA Group in all business dealings and not give any business partners, being companies or individuals, improper advantages, including relationships that could give rise to an actual or perceived conflict of interest. No one working for the DDASA Group shall have part time jobs, board memberships, consultancy tasks or other financial interests which may in any circumstances negatively impact with the business of the DDASA Group. This will include working or providing services for someone with which one is cooperating with as a representative of the DDASA Group. Furthermore, it is not acceptable for anyone working for the DDASA Group to invest considerable amounts in competitors, customers or suppliers of the DDASA Group. Considerable amount is in this case defined as the level of financial investments that might impact a person’s judgment. Employees in DDASA Group, or any of their closely related, must not receive loans from any of the DDASA Group’s business partners. This excludes regular loans to employees on market rates from banks or financial institutions. It is the Company’s policy not to establish any form of lease between the Company and employees, for example deals with rental house, apartment, cottage, car boat or otherwise. All type of relationships or financial interests that could be in conflict with this procedure shall be preapproved in writing by your superior.
All persons working for the DDASA Group shall be under the duty of confidentiality and shall prevent unauthorized persons access to information not reported publically or classified as confidential. There must be a careful consideration of what internal matters and information are to be discussed with unauthorized persons. The duty of confidentiality continues to apply after termination of the contractual relationship between the individual and the DDASA Group. The only exception is when disclosure of internal or confidential information is required by law.
All persons working for the DDASA Group must not use or distribute inside information regarding DDASA Group or any companies with which DDASA Group has business relations (e.g. clients/customers, suppliers, service companies or others). Any transactions of publically listed shares or other financial instruments based on insider information are prohibited by law. Inside information is defined by law and comprises information not publically know which can affect the share price. For the DDASA Group examples of inside information can be financial numbers prior to public reporting, investment initiatives, drilling results of clients, etc.
If in doubt the investor relations responsible (+47 22 34 10 00) in DDASA shall be contacted for guidance.
3. Intellectual property
All development of new ideas, technology and/or products undertaken by persons working for the DDASA Group is part of developing DDASA’s intellectual properties. These intellectual properties are the ownership of DDASA. The ownership of DDASA’s intellectual properties must be respected, as well as property rights of others.
4. Gifts and Representation
Gifts are generally inappropriate in business relationships. When gifts are appropriate because of custom or culture, we ensure that the gift does not violate local laws or our client’s code of conduct. Gifts or representation can create improper influence, and some might even be seen as bribes and corruptive behavior.
Participation in various events may be acceptable if there is a clear business reason, but any travel, accommodation and other expenses for the individual participating in events must be paid by the relevant company in the DDASA Group. This also goes in the reverse direction when a company within the DDASA Group invites external individuals to events.
Certain behavior are always unacceptable; like gifts to public officials, gifts in relation to a bidding process, money gifts, improper entertainment (e.g. sexual content or gambling) and all form of corruption and bribery. Any type of gifts or representation given to external business partners shall be backed up by invoices or receipts.
Exceptions to this procedure might be acceptable with preapproval of CEO or in situation where it will be seen as a clear offence to refuse. In such example the gift or behavior shall be reported to your superior. All gifts to internal employees within the DDASA Group shall have a limited value and have to be approved by the local Managing Director (MD).
All internal entertaining and representation in DDASA Group have to be approved by your superior before it takes place.
For both external and internal entertainment the alcohol consumption shall be limited to normal consumption included in a meal. Excessive use of alcohol is not acceptable.
5. Compliance and internal control
As part of the Internal Audit processes in the DDASA Group, necessary means will be employed in order to monitor that the code of conduct is being fully complied with by all personnel working for and on behalf of the DDASA Group.
Articles of Association
Articles of Association
Last altered in the company’s Annual General Meeting 26 May 2010
The name of the company is Dolphin Drilling ASA and it is a public limited company.
The registered office of the company is in Oslo.
The objects of the company are to engage in shipping activities, including the ownership and hiring out of mobile platforms and everything thereto connected, as well as owning shares in companies engaged in similar or related activities.
The share capital of the company is NOK 1,333,884,580.00 divided into 66,694,229 registered shares at NOK 20.00. The company shares are to be registered at the Norwegian Central Securities Depository (VPS).
The company is led by a board of directors consisting of three to seven members as resolved by the annual general meeting. The chairman of the board or two board members jointly, are authorized to sign for the company.
Any and all transfers of shares in Dolphin Drilling ASA have to be approved by the board. Approval can only be denied if the composition of shareholders as a consequence of the share transfer would no longer be in accordance with the current Norwegian maritime law in force or other relevant legislation.
The notice of the company’s annual general meeting must be sent in writing to all shareholders with a known address. When documents concerning items to be discussed at the annual general meeting have been made available to shareholders on the company’s internet pages, the requirement of the Act on public limited companies that documents should be sent to shareholders, does not apply. This is also the case for documents which according to law 2 should be included in or attached to the notice of the annual general meeting. A shareholder may nevertheless demand that documents concerning items to be discussed at the annual general meeting are sent to him. The company may in the notice indicate a final date for registration, which should not be later than five (5) days before the annual general meeting. The board can decide that shareholders may vote in writing, hereunder by use of electronic information, during a period preceding the annual general meeting. For such voting, an adequate and safe method to authenticate the sender must be used. The annual general meeting is presided over by the chairman of the board or a person designated by him.
At the annual general meeting, which shall take place every year before the end of the month of June, the following items are to be considered:
a) Examination of the directors’ report, as well as the board’s proposal for the profit and loss account and balance sheet. In this connection, the auditors’ report will also be considered.
b) Adoption of the profit and loss account and balance sheet.
c) Adoption of the group accounts.
d) Allocation of the profit for the year or covering the loss in accordance with the balance sheet adopted, hereunder the distribution of a dividend.
e) Determination of the remuneration of the board of directors and the auditor.
f) Election of the board of directors, when directors are up for election.
g) Other items mentioned in the notice of meeting, which according to law or articles of association fall under the annual general meeting.
Corporate Social Responsibility
A company with profound roots in the offshore industry since 1965.
Fred. Olsen Energy ASA was formed in 1997 as an amalgamation of all energy related activities affiliated to the Fred. Olsen companies. Fred. Olsen ASA changed name to Dolphin Drilling ASA in 2018.
Dolphin Drilling Ltd. Tax Strategy and Principles
Dolphin Drilling is a sub-group of the Norwegian headquartered group, Dolphin Drilling ASA. A well-established name in offshore drilling, Dolphin Drilling operate as an international drilling contractor specialising in the mid and ultra-deep water segment, providing exploration and production services to the offshore oil and gas industry internationally.
Approach to governance and tax planning
- DDL aims to observe all applicable laws, rules and regulations in meeting the group’s tax compliance and reporting responsibilities in all jurisdictions where the business operates, and ensures that appropriate management structures are put in place to meet those obligations.
- In completing the group’s tax compliance requirements, DDL aims to apply diligent professional care and judgement, including ensuring all decisions are taken at the relevant level and supported with documentation that evidences the judgements involved.
- Tax strategy follows where appropriate, business and commercial strategy. The commercial reality of DDL’s operations take precedence over other considerations and tax planning opportunities are evaluated and risk assessments carried out within clear risk parameters.
- Whilst DDL does seek to make use of appropriate reliefs and allowances where available and in accordance with applicable laws, DDL’s policy is not to take aggressive tax positions or use artificial tax avoidance arrangements.
Approach to risk management
- DDL recognise that the volume and complexity of transactions within the group, together with recent developments in the external environment have raised the profile of tax.
- DDL aims to ensure that all personnel with tax responsibilities, or whose business activities are likely to have a significant tax impact, have an understanding of how tax risk is identified, assessed and managed by providing appropriate training and support. This enables DDL personnel to develop into talented and competent professionals, to meet their developmental needs and remain motivated and challenged in their roles.
- DDL use external advisers to provide tax technical expertise to ensure compliance with reporting obligations and to provide additional resources based on an assessment of risk and requirements, where a need for external support is identified.
- All accountability and drivers of tax risk and tax value are owned and monitored by the Board. The Board delegates day to day management and responsibility for tax matters to the DDL finance team who are accountable to and report regularly to the Board.
Awareness of reputation and relations with tax authorities
- DDL aims to be open and transparent with tax authorities in relation to the group’s tax affairs and to disclose relevant information to enable tax authorities to carry out their review.
- DDL aims to work positively, pro-actively and transparently with tax authorities to create a positive effective working environment, minimise the extent of disputes, to achieve early agreement on disputed issues when they arise and to achieve certainty, wherever possible.
- DDL aims to ensure compliance with all relevant legal disclosure requirements.
Document Updated 03.12.2018