Ethical guidelines for Investinor

Investinor is a state-owned, Norwegian investment company. Investinor’s good name and confidence in the company depends on we, the employees, and others acting on behalf of Investinor, conducting ourselves competently and professionally, within the law, and on the basis of a set of shared values and ethics. It is expected that each of us remain loyal to Investinor and that we conduct ourselves in accordance with these ethical guidelines, which are designed to reflect the company’s stated values of Courage, Curiosity, Responsibility and ‘One Team’.

These guidelines apply to persons who work for Investinor or who in any other way represent the company – in other words, all employees (full- and part-time and temporary), Board members, consultants and others who are engaged to represent Investinor. Temporary employees and consultants must submit a written declaration stating that they accept these ethical guidelines as a binding aspect of their assignment contracts. These guidelines also apply when we are engaged on behalf of our portfolio companies and funds.

Unless otherwise stated, these guidelines apply to all companies affiliated with Investinor.

These ethical guidelines constitute a minimum requirement and are supplemented by the Norwegian legislation and statutory regulations that govern activities carried out by Investinor, as well as Investinor’s Articles of Association, employment contracts and other internal regulations. Investinor also operates with a separate policy that contains a framework and the fundamental principles for governance of the company’s activities in the field of responsible and sustainable investment practice.

Adherence to external and internal regulations

We at Investinor shall adhere to the legislation and regulations that govern the company’s activities. As employees, we shall adhere to the legislation and regulations that apply to the assignments we undertake for Investinor, and which are relevant to our conduct both at work and in all other situations in which we represent the company. If we are unsure as to the proper course of action, we shall seek advice from our immediate supervisors or legal managers.

In the same way as for legislation and statutory regulations, we have a responsibility to adhere to the provisions of internal governance documents, guidelines and instructions. This means that we have a responsibility to make ourselves familiar with the contents of said documents. Managers at Investinor have a special responsibility in terms of their familiarity with prevailing regulations. They shall conduct themselves as good role models, act as mentors to company employees, monitor adherence and intervene in the event of infringement.

Dealing with dilemmas

These ethical guidelines are not exhaustive and do not address all dilemmas that some of us may encounter in our work. If we are in doubt as to whether a given activity is ethically acceptable and are not able to find the answer in these guidelines or as part of Investinor’s values, the first thing to do is to exercise a little self-reflection. If we are still in doubt, the natural course is to consult with our immediate supervisors or a legal manager.

Personal conduct at work

Our working environment

Investinor makes every effort to create an open and stimulating working environment that encourages employee self-development. This means that we shall all treat each other with mutual respect, trust and a positive attitude.

Investinor works proactively to promote diversity and inclusion within the company. At Investinor we accept no discrimination, harassment or other forms of inappropriate behaviour towards our colleagues or others with whom we come into contact in our work. Investinor aims to stand for equal work opportunities and the fair treatment of all our employees. Our recruitment policy is based on qualifications, skills, expertise, experience, diversity and the principle of ‘equal pay for the same work’.

Dealing with restricted information

As a manager of state funds, Investinor shall make every effort to maintain transparency about the activities it conducts and investments it makes under commercial terms and conditions. At the same time, we who represent Investinor undertake to maintain loyalty to the company. This means that we comply with directions issued by our line managers and observe a duty of non-disclosure regarding business secrets and other circumstances that we either know or understand to be confidential. Our duty of confidentiality is regulated by our individual employment contracts and assignment contracts, and continues to apply after we have ceased to work for Investinor. Information that is classified as restricted by fund managers or portfolio companies must not be communicated to parties outside Investinor.

We shall respect decisions that have been made and in all other respects take no action that may work against the interests of the company. Our duty of confidentiality applies not only outside the company, but also in relation to Investinor employees who do not require restricted information in order to carry out their work. However, this duty must not serve to hinder employee development or undermine effective collaboration and an active professional environment at Investinor.

Insider information shall be dealt with in compliance with prevailing legislation and internal guidelines.

Confidential information received in connection with the processing of business matters must be respected and not exploited for personal gain. As employees, we may not, by means of access to archives, computer systems or in any other way, search actively for information regarding companies that is not essential to our work.

Information security

Information security is assigned high priority at Investinor. In order to reduce exposure to cybercrime, and to ensure that we adhere to our legal and contractual obligations, we shall at all times comply with Investinor’s information security requirements and procedures, including in situations related to training.

The proper safekeeping and security of information, archives and assets that are the property of Investinor, our portfolio companies/funds and other business affiliates is a responsibility incumbent on us all.

Impartiality and conflicts of interest

Decisions and actions taken on behalf of Investinor must be justified on business grounds. They must be based on a reasonable and objective assessment of Investinor’s interests, and not be influenced by personal considerations.

Conflicts of interest may arise when our personal interests come into conflict with Investinor’s own interests or other interests that Investinor is assigned to safeguard. Personal considerations may include financial interests, business opportunities, roles or positions outside the company, or the interests of close family members, personal friends 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 Investinor is affiliated.

Any perception that we are apparently not acting in the best interests of Investinor, or that we are occupied with external considerations, may result in issues being raised about the company’s integrity. If this occurs, it will damage Investinor’s good name. Conflicts of interest may also arise even when we are acting in the interests of Investinor. For this reason, it is important to display openness and transparency in cases of real or potential conflicts of interest.

As employees or representatives of Investinor, we are not permitted to participate in, or to influence, decisions in matters involving issues that undermine, or are capable of undermining, the integrity and/or impartiality of the company. If we become aware of an actual or potential conflict of interest, we must contact our immediate supervisors without delay.

As Board members, we are not permitted to participate in the consideration of, or decisions related to, Board matters for which we are disqualified pursuant to Section 6-27 of the Norwegian Limited Liability Companies Act (aksjeloven). We must notify the CEO or Board Chair of any circumstances that may render us disqualified in relation to a Board matter at the earliest possible opportunity. In the event of disagreement concerning the qualification of a Board member, the issue will be resolved by the Board by means of a majority vote. The Board member in question is not permitted to vote on this matter.

The CEO must notify the Board Chair or Deputy Chair (if it is the Board Chair who has notified of a qualification issue) who shall then determine how the matter shall be prepared and considered by the Board.

Investments and positions of trust

We are prohibited from having external positions of trust, ownership interests or additional sources of income that are, or may appear to be, in conflict with the interests for which we have responsibility for safeguarding as employees of Investinor.

We are prohibited from trading in, or owning, financial instruments (such as shares or bonds) if said trading or ownership undermines, or is capable of undermining, the trust placed in us as employees or Investinor as a company. We must exercise special diligence and caution in situations involving trade in financial instruments issued by businesses that conduct activities that are impacted by specific commissions in which Investinor is involved. This duty of care also applies to all other restrictions that follow from these guidelines, including in connection with all transactions involving, and stakeholdings in, all forms of financial instrument.

As employees, we are prohibited from investing in companies in which Investinor has a direct or indirect ownership share. We are also not permitted, without prior written approval, to invest in companies in which we are aware that Investinor is considering investing (directly or indirectly).

As employees, we shall in each and every case, notify company managers of any trading that we carry out in Norwegian securities or other types of financial instrument, regardless of whether the ownership is direct or acquired via a wholly- or partly-owned investment company. Share investments in Norwegian companies require prior written consent.

If we become aware that any of our close relatives or business connections have invested, or are planning to invest, in a company in which Investinor has direct or indirect ownership interests, we must notify the CEO and record the matter in a register. The term ‘close relatives or business connections’ in this context is defined as stipulated in Section 1-5, subsection 2, of the Norwegian Limited Liability Companies Act.

We must also submit notification of our positions of trust, Board memberships, external roles and commissions linked to external parties. Such external connections must be approved in writing, with the exception of Board memberships or positions of trust held in Investinor’s portfolio companies/funds. The Board Chair shall approve any such investments and positions of trust held by the CEO.

As employees, we are not permitted to exploit information regarding other companies, or securities acquired via Investinor’s business activities, for our own or for others’ gain. We must exercise transparency regarding ownership interests, external roles, commissions, relations with suppliers and suchlike that our close relatives or business connections may have with businesses with which Investinor is involved.

As Board members at Investinor, we shall notify the CEO of our Board memberships and shareholdings in Norwegian companies, regardless of whether our ownership interest is direct, or acquired via an investment company. We shall also notify of any Board memberships. A register is in place to record ownership interests and positions of trust.

The restrictions and obligations to notify set out in this clause that apply to our investments, do not apply to broad-based composite securities.

Gifts, benefits and social events

General remarks

Investinor operates with a zero-tolerance corruption policy. We 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. The benefit in question may not necessarily be offered directly to an employee, but to his or her family members, friends, etc.

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.

As a general rule, we shall exercise caution and diligence when giving or receiving benefits in situations linked to our positions at Investinor. Such benefits may raise doubts as to our independence and/or decision-making.

Gifts and benefits

As employees or representatives of Investinor, we are not permitted to give or receive gifts or other benefits that are contrary to good business practice, or which exceed a modest cost threshold. This also applies to our close relations/associates, specifically if the gift or benefit is in any way linked to our positions at Investinor. Benefits may include discounts, paid-for
travel or bonuses acquired by means of private purchase, loans or suchlike. This prohibition on gifts entails that bonus points and suchlike that we may accrue during business travel cannot be used for personal purposes. In the first instance, gifts that cost in excess of NOK 500 are not regarded as modest. Gifts of cash must never be given or received.

If we give or receive a gift/benefit, or are aware that we are about to receive a gift, we must notify our immediate supervisors. The prohibition on the receipt of gifts does not include ordinary meals and/or participation at social events, provided that Investinor covers the costs of travel and accommodation.

Social events, paid-for travel, etc.

As employees or representatives of Investinor, we are not permitted to invite other parties, or accept invitations, to participate in social arrangements, travel or hospitality that are not closely linked to Investinor’s activities, or which are contrary to good business practice, or which exceed a modest cost threshold. Before we can invite anyone to a social event, or to participate in travel or hospitality, we must obtain the approval of our immediate supervisors. This also applies before we can accept an invitation to a social event, or to participate in travel or hospitality, that is paid for by a party other than Investinor.

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

Employees or others who represent Investinor are not permitted to purchase sexual services while they are at work, or on commission or business travel on behalf of Investinor.

Media and public relations

Investinor’s ambition is to be Norway’s most transparent and knowledgeable early-phase investor. As a manager of state funds, Investinor shall make every effort to maintain transparency about the activities it conducts and investments it makes under commercial terms and conditions. It is also our wish to disseminate knowledge about the ecosystem in which we participate.

We aim to be service-oriented, proactive, truthful and accommodating in our relations with external individuals and organisations. It is also important that, as part of our communications strategy, we ensure that the interests of Investinor are safeguarded in a manner that inspires trust and confidence. All information provided in connection with work carried out at Investinor shall be correct and trustworthy.

In matters in which Investinor, its portfolio companies/funds, business connections or the public authorities are discussed, 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 our dealings with portfolio companies/funds and others, we refer to internal circumstances at Investinor in such a way that avoids causing damage to the company’s business activities and its employees.

Reporting and whistleblowing

Investinor intends to take full responsibility for resolving all issues that entail breaches of external and internal regulations. All employees and representatives of Investinor are thus encouraged to report if they observe blameworthy circumstances or breaches of internal or external regulations. The same applies if we are concerned about, but uncertain of, the possible existence of blameworthy circumstances or illegal activity.

Managers at Investinor have a duty at all times to notify of blameworthy circumstances and breaches of internal and external regulations. Such notifications shall normally be made to an immediate supervisor or a legal manager. An external notification channel has also been established.

In accordance with the provisions of the Norwegian Working Environment Act, all employees have a duty to notify of circumstances that entail danger to life and health, or a risk of certain criminal activities. Such circumstances must thus also be reported.

As a general rule, concerns regarding blameworthy circumstances and breaches of regulations should be raised with our immediate supervisors. If we are not comfortable with raising the matter with an immediate supervisor, we can contact the CEO, or a legal manager. If we are not comfortable with raising the matter with any of these, we can notify the Board Chair. Further details regarding reporting/notification (whistleblowing) are described as part of separate procedures.

A person who notifies of blameworthy circumstances is entitled to protection from recrimination pursuant to the Working Environment Act. He or she shall feel confident that their action will not result in recrimination from his/her employer, or from the party/parties that are the subject of notification. Investinor shall have procedures in place to ensure that recrimination does not take place and that persons who notify are granted the protection they are entitled to under the law.

Consequences of breach of these ethical guidelines

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 discovery of a breach of these ethical guidelines.