Dolphin Drilling is a leading harsh environment drilling contractor for the offshore oil and gas industry with three ready-to-drill moored semi-submersible platforms. The company has pioneered operational excellence through rig design and a long-standing cooperation with its customer base since 1965. Its sustainable moored rig design provides best-in-class energy efficiency through significant savings on fuel consumption and CO2 emissions. The company’s enhanced Aker H3 units provide a high technical standard, broad operational track record, positive air gap and a passive mooring system.
SVPGlobal is an investment firm with approximately $7.7 billion under management. The firm, established by Victor Khosla in 2001, has 116 employees, including 44 investment professionals, across its main offices in Greenwich (CT), London and Tokyo. SVPGlobal seeks to create value in its investments through its substantial industry, restructuring and operating experience. www.svpglobal.com.
Board of Directors
To be updated.
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 (“DD Group”). This includes a common standard for ethics and corruption. This procedure shall apply for all employees in the DD Group and all hired personnel, consultants and other who act on behalf of any company within the DD 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 DD 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 DD Group including subsidiaries shall respect human rights, and under no circumstances take any actions that negatively impact other people’s human rights. The DD 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 DD 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 DD Group requires and encourages transparency in all transactions undertaken when conducting business on behalf of the DD 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 DD 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 DD Group.
DD conflict of interest
All persons working for the DD Group must act in the best interest of the DD 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 DD 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 DD Group. This will include working or providing services for someone with which one is cooperating with as a representative of the DD Group. Furthermore, it is not acceptable for anyone working for the DD Group to invest considerable amounts in competitors, customers or suppliers of the DD Group. Considerable amount is in this case defined as the level of financial investments that might impact a person’s judgment. Employees in DD Group, or any of their closely related, must not receive loans from any of the DD 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 DD 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 DD Group. The only exception is when disclosure of internal or confidential information is required by law.
All persons working for the DD Group must not use or distribute inside information regarding DD Group or any companies with which DD 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 DD 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 51 69 43 00) in DD shall be contacted for guidance.
3. Intellectual property
All development of new ideas, technology and/or products undertaken by persons working for the DD Group is part of developing DD’s intellectual properties. These intellectual properties are the ownership of DD. The ownership of DD’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 DD Group. This also goes in the reverse direction when a company within the DD 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 DD Group shall have a limited value and have to be approved by the local Managing Director (MD).
All internal entertaining and representation in DD 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 DD 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 DD Group.
A company with profound roots in the offshore industry since 1965.
Dolphin Drilling Ltd. Tax Strategy and Principles
Dolphin Drilling operating subsidiaries are owned by Dolphin Drilling Holdings Limited. 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 05.07.2019