Ethical guidelines

1. Introduction

1.1 General remarks

Investinor is a state-owned investment company for which the terms of reference for its business activities are stipulated in a separate set of guidelines issued by the former Norwegian Ministry of Trade and Industry on 18 February 2008.

The purpose of Investinor is to facilitate increased wealth creation by offering risk capital primarily to recently established, globally-focused and competitive companies. As well as risk capital, the company shall exercise the competent and active ownership of its portfolio companies.

Investments made by the company shall be on a commercial basis and under the same commercial terms and conditions as for private sector investors. The company shall include all of Norway in its portfolio catchment area.

1.2 Trust and reputation

In the conduct of its business activities, Investinor is reliant on high levels of trust and a respected reputation on the part of its portfolio companies, the business community, the public authorities and wider society. This is contingent on employees and others who act on behalf of the company sharing a joint set of values and ethical principles, and conducting themselves with integrity and in a businesslike manner at all times.

Colleagues and others who act on behalf of Investinor are expected to conduct themselves loyally towards their employer under all circumstances.

1.3 Scope and responsibility

These ethical guidelines apply to all employees, including those in temporary positions, and in all circumstances, including situations where an employee is acting on behalf of a portfolio company.

To the extent that they are appropriate, the guidelines also apply to union representatives, Board members, consultants and other contracted personnel. Consultants and other contracted personnel shall provide a written declaration stating that they accept these ethical guidelines as a binding aspect of their contracts.

1.4 Ethics in practice – dealing with dilemmas

These ethical guidelines are not exhaustive and thus cannot encompass all the dilemmas that an individual may encounter. If you are in doubt as to whether a given action is ethically acceptable, and are not able to find the answer in these guidelines, the first thing you should do is to exercise a little self-reflection. If you are unable to resolve your doubts, the next thing to do is to consult your immediate supervisor.

Investinor is committed to ensuring that the conduct of the company and its employees does not enter any grey areas that may emerge between these guidelines, relevant legislation and regulations, and generally accepted moral standards.

1.5 Other relevant regulations

These ethical guidelines represent a minimum requirement, and are supplemented by the legislation and statutory regulations that govern Investinor’s business activities, the company’s Articles of Association and other internal regulations, including its employees’ employment contracts.

1.6 Expressions of concern, reporting and sanctions

Investinor wishes to stimulate open discussion on the issue of responsible conduct. In terms of conduct, emphasis is placed on learning from experience and dealing with such issues using a non-bureaucratic approach.

Employees who become aware of circumstances that contravene prevailing regulations shall, as a general rule, inform their immediate supervisor, who is obliged at all times to report such matters to the Managing Director. Matters of a serious nature shall be reported directly to the Managing Director.

If an employee’s immediate supervisor is implicated in the circumstances being reported, notification shall be made directly to the Managing Director or, as appropriate, to the Board Chair, if the Managing Director is implicated.

Pursuant to Section 2-4 of the Norwegian Working Environment Act (arbeidsmiljøloven), employees are entitled to notify of any blameworthy circumstances they may experience at the company.

Further details regarding such notifications are given in the company’s whistleblowing procedures. Notification may also be made by contacting the appropriate supervisory public authority, such as the Norwegian Labour Inspection Authority (Arbeidstilsynet) or other public agencies.

An employee who notifies of unlawful or blameworthy circumstances is protected from reprisals, cf. Section 2-5 of the Working Environment Act.

A breach of these ethical guidelines may incur internal disciplinary proceedings and may result in consequences for the individual’s employment status at, or affiliation with, Investinor. The hire of consultants or other contracted personnel will normally be terminated immediately on identification of a breach of these ethical guidelines.

2. Internal matters

2.1 General remarks

Investinor makes every effort to create an open and stimulating working environment that encourages self-development among its employees. All employees shall have trust in, and exhibit a positive attitude towards, their colleagues. This means that we shall respect each others’ person, tasks, expertise and time.

Investinor aims to offer equal work opportunities and the fair treatment of all its employees, and shall consider only strictly relevant criteria as the basis for personnel-related decisions in matters of employment, training, remuneration and promotion.

Discrimination, bullying and other forms of conduct that employees, portfolio companies, business connections or others will rightly perceive as offensive, are unacceptable. Employees shall make themselves familiar with the company’s work regulations.

2.2 Computer/IT equipment

Employees shall not make unreasonable use of the company’s computer/IT equipment or other materials owned by Investinor for personal use, or for purposes that are not related to their work at Investinor. Any use of Investinor’s computer/IT equipment in connection with the downloading, storage or dissemination of unlawful or offensive data is unacceptable.

3. Business ethics

3.1 General remarks

Investinor exercises active ownership by appointing its employees to sit on the Boards of its portfolio companies, or by using networks and providing general consultancy services. The principles for Investinor’s ownership function are set out in the Norwegian Government’s State Ownership White Paper no. 13 (2006-2007) “Et aktivt og langsiktig eierskap” (Active and long-term ownership).

In White Paper no. 13 it states that the government expects all companies to assume social responsibility, regardless of whether they are owned by private or public sector agencies. Adequate working conditions, human rights, the environment and climate change, anti-corruption and corporate management are all examples of challenges that the business community faces in an increasingly global market. It is expected that all companies wholly or partly owned by the state will develop a sound value system and set of ethical guidelines.

3.2 Conflicts of interest and competence

An employee is not permitted to take, participate in, or seek to influence, a decision in situations where there are circumstances that have the potential to undermine confidence in the independence and/or competence of the employee. An employee shall, without delay, contact his/her immediate supervisor if he or she becomes aware that a conflict of interest or of competence may arise. If a conflict of competence exists, the individual in question shall withdraw immediately from any further involvement in the matter.

The Board shall consider and decide on all matters related to conflicts of competence that involve Board members. In order to safeguard appropriate consideration of the matter, Board members have a duty to inform the Managing Director if they become aware of circumstances that may provoke a conflict of competence. The Managing Director shall notify the Board Chair or Deputy Chair (if it is the Board Chair who has notified of the competence issue) who shall determine how the matter shall be prepared and considered by the Board.

As part of their work for Investinor, employees shall neither obtain nor attempt to obtain any unlawful benefits for themselves or people close to them, such as family, relations, friends or others, or otherwise conduct themselves in a way that may damage the interests of Investinor.

The term ‘unlawful benefit’ is here understood to mean a benefit that is obtained at the expense of Investinor, its portfolio companies or business connections. The same applies to issues that are of major and particular financial interest to a company, an association or other public or private sector institution with which the employee may be affiliated.

Employees may under no circumstances take on or participate in assignments for businesses that are in, or may come into, conflict with Investinor’s interests or which may damage the company’s interests or its good name. Prior written consent must always be obtained in situations in which an employee at Investinor wishes to participate directly or indirectly in assignments for another business, regardless of type.
Employees may not hold Board memberships or positions of trust with other businesses, with the exception of portfolio companies, without having obtained prior written consent.

3.3 Trading in securities and other types of financial instrument, etc.

An employee’s trade in securities and other types of financial instrument are regulated by a separate set of guidelines. Share investments in Norwegian companies require prior written consent.

Members of the Board have a duty to notify the Managing Director of their Board memberships and shareholdings in Norwegian companies, whether this relates to direct shareholdings or shares held via investment companies. The Managing Director shall maintain a ledger of all Board directorships and shareholdings held by Investinor Board members in Norwegian companies. This ledger shall be updated at all times.

Employees are not permitted to exploit information regarding other companies, or securities acquired via Investinor’s business activities, for their own or for others’ gain.

3.4 Gifts and other benefits

Employees are not permitted to receive gifts or other benefits from Investinor’s portfolio companies or business connections. Such benefits may include discounts, travel or bonuses acquired by means of private purchase, loans or suchlike. This also applies to close relations/associates of the employee, if the gift or benefit is related in any way to the employee’s work for Investinor.

This prohibition does not apply to small gifts of limited value that may be accepted on special occasions, although gifts or other benefits with an estimated value of more than NOK 500 shall not be accepted under any circumstances.

If an employee accepts, or is aware that he/she is about to receive, such a gift, the employee shall notify his/her immediate supervisor who shall then determine how the matter will be dealt with.

Similarly, an employee shall not offer and/or present gifts or other benefits to business connections, the public authorities or others if the purpose of the gift or benefit in question may be to influence a business-related decision.

Investinor shall only offer gifts as expressions of courtesy and as such, gifts shall be of a modest value and scope, and shall in all cases be reported to the Managing Director. No-one is permitted to present gifts or to offer others benefits on behalf of Investinor for the purpose of obtaining personal gain. Gifts of cash must never be given or received.

The prohibition against the receipt of gifts does not include ordinary meals and/or participation at events, provided that Investinor covers the costs of travel and accommodation.

Travel and accommodation expenses in connection with an employee’s work for the company shall be covered by Investinor provided that no agreement has been entered into between Investinor and a portfolio company regarding an alternative arrangement.

Travel bonus points acquired as a result of business travel are the property of Investinor, and cannot be used for private purposes. Employees should seek to use these bonus points in connection with business travel, either by exchanging them for new journeys, or by upgrading on long journeys.

3.5 Corruption and influence trading

Employees shall under no circumstances participate in or act as an accessory to corruption/bribery or influence trading.

Corruption takes place when a person, by virtue of his/her position, duties or work, is sought to be influenced by the offer of an unlawful benefit.

Influence trading takes place when someone offers an unlawful benefit in order to influence the exercise of a third party’s position, duties or work. This prohibition against bribery and influence trading covers individuals that both present or offer unlawful benefits, as well as those who demand, receive or accept such benefits. This provision is universal.

3.6 Terms of reference of our business activities

Prior to investment decisions, and during its exercise of ownership, Investinor will contact and engage in close dialogue with new and existing portfolio companies by means of conversations, meetings, surveys/corporate reviews, negotiations, contracts and continuous reporting procedures. The purpose of these activities is to develop the best possible overview of a company’s management and how it is administered, and of any business opportunities and aspects of risk that may be linked to the company.

Investinor shall not invest in businesses that represent an unacceptable risk in terms of possible involvement in unethical actions or omissions, such as breaches of basic humanitarian principles, breaches of human rights, or acts of environmental damage.

Employees at Investinor shall carry out ongoing assessments of the ethical administration of our portfolio companies, and whether they have in place adequate operational systems and procedures with a view to developing profitable and sustainable businesses.

If a portfolio company fails to comply with legislation, statutory regulations, ethical guidelines or generally accepted principles related to health, safety and environmental protection, corporate governance and management, and social responsibility, such failure may provide the basis for a review of our further commitment to the company in question. It may also be relevant to assess whether the management of such companies can be held responsible for any consequences that such failures may have for Investinor.

4. Duty of non-disclosure, confidentiality and information

4.1 Employee trustworthiness in relation to portfolio companies and employer

All information provided in connection with work carried out at Investinor shall be correct and trustworthy. Confidential information received in connection with the processing of business matters must be respected and not exploited for personal gain. No employee shall actively, by means of access to archives, computer systems or in any other way, search for information regarding companies that is not essential to his or her work.

In matters in which reference is made to Investinor, portfolio companies, business connections or the public authorities, Investinor expects its employees to conduct themselves loyally and in a manner that inspires trustworthiness. Special care is required when in contact with representatives of the press or other media, as well as during formal meetings or gatherings.

Furthermore, it is expected that in their dealings with portfolio companies and others, employees refer to internal circumstances at Investinor in such a way that avoids causing damage to the company’s business activities and its employees.

4.2 Duty of non-disclosure and discretion

Employees have a duty of non-disclosure in relation to all business-related matters and private circumstances that they may become privy to in connection with their work for the company. This duty continues to apply after they have ceased to work for Investinor.

The duty of non-disclosure applies not only externally, but also in relation to colleagues who do not require certain information for them to carry out their work, although it shall not stand in the way of the development of sector-related knowledge, effective collaboration or an active professional environment at Investinor.

The duty of non-disclosure shall not prevent colleagues from notifying their supervisors of circumstances that may be in contravention of prevailing legislation or regulations.

The duty of non-disclosure is limited by the essential disclosure of confidential information that may be necessary as part of an employee’s correct and loyal exercise of his or her duties, including the hand-over of information to third parties in compliance with bilateral agreements in which consent for such hand-over has been granted. In such cases, the employee in question, provided that this is necessary and/or appropriate, must make sure that the person or persons who receive the information are made aware of its confidential nature, and/or makes sure that such persons similarly assume a duty of non-disclosure regarding said information.

Breaches of this duty of non-disclosure both during employment, and also after termination of an employee’s employment contract, may incur criminal liability and liability for damages, etc.

4.3 Storage/safeguarding of information

All employees shall make sure that confidential and sensitive information concerning portfolio companies and Investinor’s internal circumstances are safeguarded by ensuring that written and digitally-stored information is securely protected. In other words, the safeguarding of information, archives and assets that belong to Investinor, its portfolio companies and other business connections, is everyone’s responsibility.

All information that is acquired, assessments that have been carried out, and recommendations that have been made, shall be treated with the greatest care and discretion.

4.4 Media and public relations

Investinor’s image in the public domain is influenced to a great extent by our ability to communicate in a consistent and professional manner with external individuals and organisations, including the media. Employees at Investinor shall be service-oriented, proactive, truthful and accommodating in their relations with external individuals and organisations.

Information that we disclose about our corporate activities and plans shall be objective and correct. Moreover, it is important that, as part of our communications strategy, we ensure that the interests of both Investinor and Innovation Norway are safeguarded in a manner that inspires trust.

Investinor has put in place a separate communications strategy that provides more details of the company’s approach to the media and public relations.