Subsea 7 Group has an anti-bribery / anti-corruption (ABAC) compliance and ethics programme designed to prevent bribery and corruption by the company, its officers and employees, and any person who works for us or provides services for or on our behalf. Our compliance and ethics programme is informed and underpinned by our Values and our Board’s determination to conduct business ethically and in a way that is consistent with our Values: Safety, Integrity, Sustainability, Performance, Collaboration and Innovation.
Our ABAC programme is designed and implemented in accordance with international best practice, including:
The International ABMS Standard (ISO 37001, which Subsea 7 helped to develop)
The UK Ministry of Justice’s Guidance on Adequate Procedures to Prevent Bribery
US Department of Justice Guidance on the Evaluation of Corporate Compliance Programs
The principles and procedures of our ABAC programme are outlinedhere.The programme is described in more detail below:
Top Level Commitment
Subsea 7 Group has an Executive Ethics Committee, which comprises all the members of the Executive Management Team. Both the Ethics Committee and Subsea 7 S.A. Board receive reports from the Chief Ethics and Compliance Officer (CECO) and any independent assurance provider on the implementation of the compliance and ethics programme. In the case of the Board, such reports are provided to the Audit Committee and to the Corporate Governance and Nominations Committee, which is chaired by the Senior Independent Director.
Compliance and Ethics is a management accountability, but Subsea 7 has created a compliance function, whose role is to help management understand and fulfil that accountability. The function is led by the CECO, who has overall responsibility for the design of the programme, and it includes a combination of local and regional compliance officers.
Risk Assessment and Due Diligence
Our ABAC programme is designed and implemented on the basis of corruption risk assessments carried out for each region and business unit and updated annually. In addition, the CECO performs risk assessment visits to regions and business units, as well as to high-risk third parties. A corruption risk assessment is conducted for every project in a high-risk country (including associated third parties), and on entry into a new high-risk country. Risk assessment and due diligence are built into our supply chain management procedures, as well as our procedures for selecting and appointing business partners and other third parties.
Code of Conduct and Clear Policies
Our Compliance and Ethics programme is underpinned by our Ethics Policy Statement and Code of Conduct. Both documents have been adopted by the Board of Directors of Subsea 7 S.A. and are regularly reviewed and updated.
In addition, our ABAC programme includes the following policies and procedures not mentioned elsewhere in this summary:
Facilitation Payments Policy
Policy on Gifts and Hospitality
Gifts and Hospitality Register
Conflicts of Interest Register
Our Group ABAC Policy builds on the principles set out in the Code of Conduct to provide additional guidance on the above topics, as well as on the following activities, which may be perfectly legitimate when properly conducted, but which can implicate bribery or corruption risks, which the policy aims to highlight and help the reader avoid and manage:
Community Engagement, Charitable Donations and Political Contributions
Dealings and Links with Public Officials and Clients
Dealings with Business Partners
Links with public officials and clients
Project and third-party corruption risk assessments.
Communication, Education and Training
The Subsea 7 Group undertakes compliance and ethics training for all relevant personnel to ensure that the Subsea 7 Code of Conduct and anti-bribery/anti-corruption policies are fully understood and properly applied and that all staff understand and help to uphold the Group’s commitment to doing business ethically and with integrity. The training is overseen by the CECO, who also ensures that such training is regularly reviewed and refreshed. The training is delivered by interactive e-learning and, where appropriate, it is supplemented by classroom training. It is also provided to high-risk third parties.
Speak Up Channels and Culture
We have a clear Speak Up Policy (in the Code of Conduct and in a separate policy), which offers various channels for raising concerns, including an externally administered and monitored confidential reporting linel, which is extensively promoted within Subsea 7. All personnel are encouraged to utilise one of these reporting channels if they become aware of a possible breach of our Code of Conduct or have concerns in respect of unethical conduct.
Procedures and Controls
All wholly-owned entities in the Subsea 7 Group have adopted and implemented the Code of Conduct and compliance and ethics programme, as part of the Group-wide Business Management System, which includes a system of financial and other internal controls consistent with a publicly listed company. This includes financial controls, delegation and control of authority via an authority level matrix, supply chain management procedures, and accounting records requirements.
Investigations, Remediation and Enforcement
All allegations received via Safecall or internal channels are reported to the CECO, who logs them on a case management system and oversees their investigation by appropriately independent managers, in accordance with the Group Investigations Principles and Procedures.
We use the case management system to track Speak Up cases and other compliance and ethics investigation metrics, such as number of reports received, the types of misconduct, and remedial measures taken. We use such metrics to assess areas for improvement in our programme, and we report on them to the Ethics Committee, the Audit Committee and the Corporate Governance and Nominations Committee.
Monitoring, Auditing and Assurance
Subsea 7 Group regularly monitors and reviews its compliance and ethics programme to ensure it is up to date, properly implemented and continually improved, consistent with its Anti-Corruption Risk Management, Due Diligence and Assurance Framework.
Subsea 7 Group Internal Audit includes a review of elements of the compliance and ethics programme when undertaking local audits of operations. The CECO performs monitoring visits, often jointly with visiting senior executives. We also monitor Speak Up and other compliance and ethics cases to spot potential control weaknesses or failures, or unethical behaviour. We have also commissioned reports on the design and effective implementation of our programme from GoodCorporation™, an expert, independent assurance provider.
We welcome any questions or comments about our Compliance and Ethics Programme, which the CECO is available to discuss with you at any time.
Andrew Hayward, Chief Ethics and Compliance Officer