Ethical guidelines for the Oslo Børs VPS Holding ASA Group

Approved 16 March 2016 by the boards of directors of the companies in the Oslo Børs VPS Group.

Background and scope

The companies that make up the Oslo Børs VPS Holding ASA group (Oslo Børs VPS) play important roles in the Norwegian securities market, and it is crucial that they enjoy the confidence of the outside world. Market participants and the public in general expect us to conduct our business activities with extremely high ethical standards. This places particular demands on the companies that make up Oslo Børs VPS, and on all the employees and officers of these companies.

The group's activities are regulated by a range of laws and official regulations. These create a framework within which Oslo Børs VPS and its employees operate. However, not all aspects of our business activities are governed by legislation and regulations, and even where legislation and regulations do apply they often serve only to define minimum standards.

Oslo Børs VPS’ ability to create and maintain confidence in its integrity depends on the quality of the corporate culture that it builds into the group's business activities over the long term. Our corporate culture reflects a set of shared values that also provide sound guidance for ethical issues. The corporate values of Oslo Børs VPS are Respect, Responsibility, Team Spirit and Flexibility.

Circumstances will arise from time to time where it is not immediately apparent to an employee what the correct conduct should be. In such cases the employee should discuss the situation with his or her immediate manager and/or colleagues.

These guidelines apply to employees and temporary staff, and also apply to members of the boards of directors and other officers of companies in the group to the extent they are appropriate.

Ethical rules of conduct

By applying the group's corporate values, we strive to create a group where the employees:

CONTRIBUTE TO CREATING AN INCLUSIVE WORKING ENVIRONMENT CHARACTERISED BY TAKING RESPONSIBILITY AND LOYALTY

Oslo Børs VPS is committed to ensuring that the group is a good employer and offers scope for personal development. Discrimination, bullying, harassment or other forms of similar conduct are not tolerated. The group strives to offer a working environment:

  • that is inclusive, where everyone makes a positive contribution for the good of colleagues and the group as a whole,
  • where people with different backgrounds and expertise are recognized and accepted,
  • where everyone shows respect for their colleagues and for other people they encounter through their work.

Oslo Børs VPS is committed to the welfare and personal development of its employees, but each employee must also accept personal responsibility for his or her own situation. This means that employees must also strive to help resolve any problems, and must take action to raise any issues that are causing them concern.

Working hours must be used to carry out duties of the group, and employees must carry out their tasks efficiently and with a sufficiently high standard of quality.

Employees are expected to play an active role in discussing work issues, and should express any concerns or objections before a decision is made. Once a decision has been made, employees are expected to be loyal to the outcome.

Managers have a particular responsibility as role models and standard bearers for the group’s corporate culture. Managers must create an atmosphere in which issues and problems of a technical and work-related nature can be brought up and discussed in an open and receptive manner, and must ensure that employees are involved in major decisions.

SHOW RESPECT AND CONSIDERATION FOR OTHER PEOPLE

Equal treatment, openness, honesty and professionalism must form the basis for all contacts with the outside world. Employees of Oslo Børs VPS are expected to treat everyone they come into contact with through their work or through work-related activites with courtesy and respect.

Care must be taken to pay proper attention to the interests that various parties may have in relation to Oslo Børs VPS. The units that make up the group and the group's employees must always operate in a professional manner as reliable business partners and suppliers.

In both internal and external communications, Oslo Børs VPS will express itself in a proper and professional manner using language that is generally accepted.

NEVER ABUSE THEIR POSITION OR SEEK TO GAIN BENEFIT AT THE EXPENSE OF OTHERS

Employees must never offer or receive personal benefits in connection with their work that are of such character or value that they may damage the integrity or credibility of the individual or of Oslo Børs VPS.

Employees are not permitted to receive gifts or any other benefit from customers or suppliers that exceed the guidelines set out in the Staff Handbook. This restriction also applies to the family and associates of employees where any such gift or benefit is offered as a result of the employee's position with Oslo Børs VPS.

Decisions to participate in external courses, seminars or other arrangements must be based on work-related criteria. Wherever it is appropriate and practical, the costs associated with an employee participating in such arrangements shall be met by Oslo Børs VPS. All employees must seek clearance from their immediate manager before participating in any such arrangement.

Employees must not accept any discounts on purchases of goods or services from business connections save where this relates to a discount scheme that is made available to all employees.

The employer's computer equipment, data, office supplies and other assets or resources must only be used for purposes and activities that are relevant for an employee's work, and such use must be in accordance with the guidelines in force from time to time. It is strictly forbidden for anyone to gain a personal benefit from the assets or resources made available by Oslo Børs VPS.

Employees must not under any circumstances expose Oslo Børs VPS to the risk of involvement in illegal use or copying of software, files or other computer equipment. All software used for work carried out at or for Oslo Børs VPS must be properly licensed and legal for such use.

AVOID CONFUSION OVER THEIR ROLE AND CONFLICTS OF INTEREST

Employees must not participate in considering and making decisions on any matter where there are circumstances that are capable of weakening confidence in the individual's independence, or where the individual has a commercial or personal interest in the matter. Members of boards of directors in the group are also subject to the statutory provisions on impartiality.

Employees must take an open approach to advising their immediate manager of any internal or external personal relationships that might have an effect on their conduct or on decisions in which they are involved.

PAY PARTICULAR ATTENTION TO THE GENERAL REQUIREMENTS THAT APPLY TO EMPLOYEES IN A GROUP THAT PLAYS A CENTRAL ROLE IN THE SECURITIES CHAIN

Employees of Oslo Børs VPS must ensure that their conduct complies with business ethics and norms as well as general ethical values and norms. Companies in the group shall operate/compete in a manner that does not give rise to any suggestion of unethical business conduct. Similarly, companies in the group must avoid collaborating with any third parties that operate in breach of business ethics and norms or general ethical values and norms.

The duty of confidentiality is fundamental to maintaining the essential mutual confidence between Oslo Børs VPS, its customers, its business partners and other parties. All employees are subject to the duty of confidentiality in respect of business-related information which they become aware of through their employment.

Information on customers, business partners and other parties must be handled confidentially. This also applies within each of the group companies, and employees must only have access to the information they need to carry out their work duties.

Information on internal matters in respect of Oslo Børs VPS, including internal discussions and exchanges of views and consideration of technical matters must be handled with care.

Employees that do not have a formal role in respect of contacts with the press and media must not make any comments to the media on behalf of Oslo Børs VPS or any of its subsidiaries unless they have the prior agreement of the senior management of the group company in question.

Employees must not be involved in organisations or activities that may damage the reputation of the group or that are in competition with Oslo Børs VPS etc. Employees must seek the prior consent of the senior management of the group company in question before accepting any appointment in an external organisation or activity.

Employees of Oslo Børs are not permitted to hold appointments in any organisation or business that is involved in trading in securities listed on a marketplace operated by Oslo Børs.

PAY PARTICULAR ATTENTION IF THEY CARRY OUT TRADES IN FINANCIAL INSTRUMENTS AND ENSURE THAT THEY COMPLY WITH THE DUTY TO NOTIFY SUCH TRADES WHERE APPROPRIATE

Oslo Børs VPS operates specific rules for purchases and sales by employees of shares in Oslo Børs VPS Holding ASA. In addition, each company in the group operates rules for purchases and sales by employees of financial instruments. These rules, and the procedures for ensuring compliance, are set out in the Staff Handbook.

If an employee is in any doubt about what he or she may or may not do in respect of purchases and sales of financial instruments, the employee should seek guidance from his or her immediate manager.

 

REPORT ANY MISCONDUCT OR FAILURE TO COMPLY WITH THE GUIDELINES

 

 

 

 

Employees have a duty to report any misconduct or any material failure to comply with the ethical guidelines, and this includes reporting any unlawful or unethical conduct by any company in the group. Employees should normally report such matters to their immediate manager, the chief executive of the company for which they work, the internal audit department, or, if necessary, to the group chief executive officer. Employees may also report such matters to the chair of the board of directors of the group company for which they work or the chair of the control committee for the company, or to the chair of the board of directors of Oslo Børs VPS Holding.

Reports of such matters by employees will be treated with great care, both in respect of the person/persons to which the matter relates and the employee who has reported the matter. The group will take a very serious view of any attempt to suppress or discourage such reporting of matters that require investigation, or of any attempt at reprisal or retribution against an employee who has drawn attention in a loyal manner to a matter requiring investigation.

Any employee who reports such a matter will be guaranteed complete anonymity if the individual so wishes. In a situation where the employee reporting the matter has requested anonymity, but investigation of the matter will in itself result in the identification of the person who has reported it, particularly careful consideration will be given before deciding how to proceed.

If an employee wishes to report a matter but is not confident that his or her anonymity will be protected if he or she reports through the line management structure, the employee can alternatively report the matter directly to the head of HR or the head of quality and security/compliance at the company for which he or she works, or to his or her employee representative or health and safety officer.

For information on the procedures to follow to report a matter internally, see the Staff Handbook.

CONSEQUENCES OF BREACHES OF THE GUIDELINES

Any breach of the Oslo Børs VPS ethical guidelines may lead to disciplinary action against the employee in question, and in serious cases may result in summary dismissal without notice, or notice of dismissal.

Contact us

Geir Heggem

Geir Heggem

Group Chief Financial Officer
+47 22 34 17 22
+47 95 23 88 11