VTTI Code of Conduct

1 General

Integrity is the key to establishing and preserving our good reputation and the delivery of high quality services to our customers. VTTI is committed to maintaining the highest level of ethical standards in the conduct of our business. We comply with the spirit and letter of applicable laws and regulations wherever we operate.

Although strong financial performance is paramount to our success, consistent and sustainable growth of the company can only be achieved by recognising the interests of those we touch in all aspects of our business. In doing so, we take into consideration the interests of our customers, employees, shareholders, investors and suppliers, as well as the environment and the local communities in which we operate.

This Code of Conduct aims to provide guidance and support to enable us to carry out our business with integrity and in compliance with the law. The principles and standards set out in this Code are supplemented by internal policies and procedures, which together establish a framework in which we can exercise our responsibilities. All employees are required to observe not only the letter but also the spirit of this Code of Conduct.

If any questions arise regarding what behaviour is appropriate in any given situation, or if you are ever concerned that our Code is not being followed, please speak up and share your concerns without hesitation. Concerns can be raised anonymously to your local management team, at group level, and by directly contacting our Global HR Director. Please consult the Whistleblowing Policy for further information on speaking up if you are worried that things may be going wrong.

Our reputation is just as valuable as our employees and company assets. It is the personal responsibility of each of us to maintain it by putting our Code of Conduct into practice.

2 Scope

This Code of Conduct applies to:

  1. all directors, officers, employees and any other person whose work is supervised by VTTI as though that person were a VTTI employee (VTTI Personnel); and
  2. all VTTI operations, including all legal entities and business area units, and VTTI joint ventures over which VTTI is able to exercise control over policies and procedures. For those joint ventures over which VTTI is unable to exercise control, we will endeavour to influence the joint venture’s policies and practice, so that they reflect the values described in this Code.

3 People and Safety

Health, Safety, Security and Environment (HSE)

VTTI is committed to ensuring the health, safety and security of the workplace in compliance with the applicable laws and regulations wherever we operate. We recognise that we operate in hazardous environments, and we take care to protect the environment and respect the rights of communities around the world where we do business.

VTTI Personnel are expected to comply with and observe the prescribed personal protection equipment and safety rules.

We encourage VTTI Personnel to raise HSE-related concerns and expect transparent reporting.

Covering up incidents is considered a breach of this Code of Conduct.

Our People

The welfare of VTTI Personnel and safe and healthy working conditions are of paramount importance to VTTI. We aim to make sure that everyone at VTTI is treated with fairness, respect and dignity. Every employee is a valued member of VTTI.

We believe everyone should have equal opportunity and we recruit, select and develop our employees on merit, irrespective of their race, colour, religion, gender, age, sexual orientation, marital status, disability or any other characteristics protected by applicable laws.

Data Privacy and Protection

VTTI respects people’s privacy and the confidentiality of personal information. Personal information is only acquired and kept for the purposes of operating our business effectively, or complying with the law. Once collected, personal information will be kept and processed in accordance with applicable data privacy and data protection laws.

Harassment-free Workplace

VTTI Personnel are expected to conduct themselves in a professional manner. We do not tolerate any form of abuse or harassment of employees, contractors, suppliers, customers or anyone else we deal with. Intimidation, harassment, racist remarks, discriminating conduct, bad language, verbal aggression, physical aggression or threatening behaviour, insult and sexual intimidation are serious misconducts warranting disciplinary action.

Wall Decoration

The application of offensive wall decoration to the premises and in the VTTI buildings is not permitted.

4 Fighting improper practices

Bribery and Corruption

We will not engage in bribery or corruption in any form, whether in the private or public sector.

In all aspects of our business, VTTI employees are expected to abide by the Anti-Bribery and Corruption Policy. This means we must never offer, solicit, promise, give or accept a bribe, kickback or any other improper payment in whatever form.

We will seek to influence the policies and actions of our other business partners so that they too meet their ethical and legal responsibilities. All business partners who act on behalf of VTTI must comply with applicable bribery and corruption laws.

You can find more information in the VTTI Anti-Bribery and Corruption Policy.

Dealing with Public Officials

We interact with public officials in an open and transparent manner. We will ensure that any information provided to a government or a regulatory body is true and accurate.

It is never appropriate to attempt to influence a decision by offering personal benefits to a public official. Consult the Compliance Manager before you offer or give a gift or entertainment to a public official, or pay for their travel.

A public official is an employee, official, or any individual acting on behalf of: any government bureau, department, or agency of any level; a public international organization; a political party; or any company owned or controlled in whole or in part by a government. Public officials may also include candidates for political offices.

Political Activity and Donations

VTTI does not engage directly in party political activities, nor do we make any political contributions (either in cash or in kind).

Gifts and Entertainment

Giving gifts or entertainment can be a legitimate way of developing business relationships, but as a general rule, they should never be given as a means of influencing another person’s decision-making (such as during a bid or pitch process). In some cases, they may be considered to be bribes, especially when the recipient is a public official. They should always be reasonable and modest in value, and only be given or received in accordance with the Gifts and Entertainment Policy and local procedures.

Paying for travel expenses of customers, public officials or other third parties must also be done in accordance with the VTTI Gifts and Entertainment Policy and local procedures.

Conflicts of Interest

Wherever possible, conflicts of interest should be avoided. Where they do or may happen, they should be disclosed to your manager and carefully managed, to avoid even the appearance of improper behaviour.

VTTI Personnel are expected not to be involved in activities where their personal, social, financial or political interests interfere, or could potentially interfere, with VTTI’s business interests. Examples of potential conflicts of interest include:

  • Engaging with a customer where close relatives are employed by the customer in relevant business areas;
  • Appointing a vendor or supplier to VTTI where you have a financial interest in that third party;
  • Hiring a relative for a position within VTTI;
  • Investing in or otherwise providing a benefit to a competitor of VTTI; or
  • Investing in a current or prospective vendor or supplier to VTTI.

Anything that might be construed as creating conflict between your interests and those of VTTI must be declared immediately in writing by you to your manager.

VTTI Personnel must not work simultaneously for any of VTTI’s competitors, customers or suppliers. The express written permission from your manager must be granted for the provision of paid work for other third parties, or for an independent business operation.

Insider Trading

VTTI prohibits Insider Trading and will comply with applicable laws.

Insider Trading occurs when any person purchases or sells a security while in possession of inside information relating to that security. Inside information is information that is considered material and non-public. When in doubt, do not trade.

You can find detailed information in the VTTI Insider Trading Policy.

Money Laundering

VTTI will always comply with anti-money laundering laws and regulations wherever we operate.

Money laundering is the process of concealing the criminal origin of money or other property and making them look as though they are legitimate.

We will strive to minimise money laundering risks through our compliance measures which are designed to avoid receiving, or being involved in an arrangement or transaction that relates to funds that may have a criminal origin.

5 National and International Trade

Anti-Trust and Competition laws

Anti-trust and competition laws protect competition by prohibiting anti-competitive behaviour. VTTI Personnel must comply with antitrust and competition laws. Even in countries where we operate that have not adopted antitrust and competition laws, we do not engage in any anti-competitive behaviour that would harm VTTI’s reputation.

Examples of anti-competitive behaviour include:

  • Agreeing, even informally, with competitors on pricing, customers or markets without a lawful reason;
  • Discussing competitively sensitive information at an industry meeting (either directly or indirectly);
  • Engaging in any behaviour that limits trade or that restricts fair competition.

Sanctions (Export and Import Controls)

Sanctions and embargoes are measures imposed by governments and international to restrict dealings with certain countries, entities and individuals. These measures include: broad prohibitions on dealings with or within certain countries; trade restrictions; financial sanctions, such as asset freezes; and travel bans. VTTI will comply with all applicable sanctions in all of the countries where we operate, even if this means foregoing business opportunities. Failure to comply with sanctions can lead to severe civil and criminal penalties, both for VTTI’s businesses and individual VTTI Personnel, as well as significant reputational damage for VTTI.

You can find more information in the VTTI Sanctions Policy.

6 Safeguarding Information and Assets

Protection of Assets

It is the responsibility of everyone at VTTI to make sure that company assets are treated with due care and respect, and are not misused or wasted. Company assets include property, proprietary information and intellectual property, business opportunities, company funds, company equipment and company time. Company assets should not be used for personal purposes without approval from your local management team.

Accounting and Financial Records

VTTI’s accounting and financial records must:

  • record in an accurate, complete and timely manner, in reasonable details, all assets, liabilities, revenues and expenses of the company;
  • appropriately reflect the company’s transactions; and
  • conform to applicable accounting and financial reporting laws, rules and regulations as well as VTTI’s own policies, procedures and system of internal controls.

Falsifying records or misrepresenting facts can never be justified. VTTI does not tolerate any form of fraud.

Records Retention

Unauthorised destruction of or tampering with any records (whether written or in electronic form) is prohibited, where VTTI is required by applicable law to maintain such records or where such records may be relevant to pending or threatened investigations or disputes.

Use of Information Communications Technology (“ICT”) systems

VTTI has a separate E-Code of Conduct which describes the use of ICT systems at VTTI for work related purposes. Please refer to the VTTI E-Code of Conduct for details.

7 Communications

Business Communications

All business communications on behalf of VTTI should be lawful, truthful, professional and in good taste. The same standards apply to written and oral communication. Business communications include communications with customers, counterparties, brokers/dealers, intermediaries, fellow offices and third parties using mail, email, instant messaging, proprietary news IM systems (e.g. Bloomberg), fax, telex and telephone.

Public Communications

Communications with the public in respect of VTTI matters, such as making public statements or giving comments to the media, whether orally or in writing, should only be made authorised personnel and through VTTI’s PR/Communications Manager.

All press and media inquiries should be referred immediately, without comment, to VTTI’s PR/Communications Manager.

Communications with Authorities

VTTI is committed to communicating with governmental and regulatory authorities wherever we operate, in an open and transparent manner.

If you are contacted by someone from the police or a regulatory authority, a governmental department or a law enforcement authority, you should consult your local communications procedure.

8 Non Compliance

We will consider non-compliance with the VTTI Code of Conduct as a serious matter warranting disciplinary action, up to and including dismissal.

In some instances, non-compliance may result in a violation of the law, which can result in monetary fines for VTTI or individuals involved as well as imprisonment.

If you become aware of any information that leads you to believe that this Code of Conduct has been breached, you should alert your General Manager immediately or consult the VTTI Whistleblowing Policy. The Whistleblowing Policy explains how to confidentially and anonymously report your concerns, and that VTTI will protect good-faith whistleblowers from retaliation.

9 For Further Information

If you have any questions about this Code of Conduct, please contact the Compliance Manager (compliance@vtti.com).

This Code of Conduct may be amended and updated from time to time. The latest version of this Code can be accessed through Quality Online. Amendments to this Code of Conduct may be made and approved only by the VTTI Executive Board.