2.1.1Ethics & Compliance

management approach

SBM Offshore is committed to complying with all applicable laws and regulations. SBM Offshore does not tolerate bribery, corruption, fraud, violations of trade sanctions, anti-money laundering or anti-competition laws, or any other illegal or unethical conduct in any form by anyone working for, or on behalf of, the Company. All employees and those working for, or on behalf of, SBM Offshore must embrace and act in accordance with the core Values of the Company (see section 1.3.1), the Code of Conduct and the Company’s internal policies and procedures. SBM Offshore fosters a culture of trust and fairness, where dilemmas are openly addressed, enabling and stimulating employees and business partners to make the right decisions, with commitment to integrity at all levels.

The Group Risk & Compliance Function continues to cooperate with other functions to further embed the principles of responsible business conduct into the organization. For further details on the Company’s management approach, its purpose and its assessment, reference is made to sections 1.4.1, 3.6 and 3.6.2.


NOTABLE DEVELOPMENTS AND ACHIEVEMENTS IN 2020

Closure of obligations under the Deferred Prosecution Agreement : The Company has satisfactorily fulfilled all obligations towards the US Department of Justice under the Deferred Prosecution Agreement of November 29, 2017.

Fulfillment of reporting obligations : The Company has satisfactorily fulfilled and will continue to honor its obligations under the agreement with the CGU of July 26, 2018.

Implementation of a remote learning and communications strategy: Deployment of a new virtual training and communication program which follows a risk-based approach.

Group Risk & Compliance Function (GRCF) : Following the departure of the Group Risk & Compliance Director (GRCD) in May, the Corporate Legal Director has also assumed the role of Group Compliance Director (GCD). The GRCF has remained at full strength.

Compliance Leadership Program: Annual Compliance Leadership Program (virtual); continuous leadership dialogues with senior management.

Third Party management : Execution of the 2020 third-party monitoring and audit plan; formalization of joint venture payment controls.

Compliance risk assessments: Continuous assessment of compliance risks in countries where SBM Offshore is operational. Dedicated supply chain fraud risk assessment.

Compliance Days: Dedicated compliance engagement with employees, strategic vendors and contractors.

Introduction and revision of policies : Update of policies relating to the Company’s Integrity Line, interacting with public officials and third-party audits.

Enhancement of the digital SBM Offshore Compliance Platform : Enhancement of the digital third-party management process; roll out and monitoring of completion of compliance processes.

Further enhancement of the Compliance Microsite : Update of the Compliance Intranet site to cater for the Company’s Portuguese- speaking population.

External engagement : SBM Offshore signed the Ethos Institute’s ’Empresa Limpa’ Pact for Integrity and Against Corruption (Brazil) and became a member of the Business Integrity Forum of Transparency International NL.

2020 PERFORMANCE

How SBM Offshore measures performance

  • As part of performance management processes, the Company sets, monitors and reports on compliance KPIs for its Business Pillars, Product Lines and Operations
  • Compliance training hours and completion ratios by employee target group
  • Employee feedback surveys after each face-to-face and virtual training
  • Annual Code of Conduct certification by staff in leadership positions
  • Automated continuous monitoring of third-parties within the SBM Offshore Compliance Platform
  • Use of a Company-wide tool to approve, register and monitor giving and receiving of gifts, hospitality and entertainment
  • Registration, review and monitoring of integrity reports through a Company-wide Compliance Case Management System
  • Integrated quarterly Group Risk and Compliance reports to the Management Board and the Audit and Finance Committee of the Supervisory Board

Metrics

The number of Ethics and Compliance training courses completed by direct hires in 2020 is substantially higher than in 2019 (7,380 training courses in 2020 versus 4,877 in 2019). The Company has increased training effectiveness by targeting specific audiences with relevant Code of Conduct topics, instead of offering generic Code of Conduct training. For example, dedicated training courses were offered to (i) the Supply Chain Function on third-party management and (ii) financial gatekeepers on fraud identification.

Annual Compliance Statements of designated staff

Designated Staff1

Number of employees in Designated Staff per year-end

1,083

Onshore Completion ratio

98%

Offshore Completion ratio

76%
  • 1 Designated Staff reflects all employees in Hay grade 11 or above

Trained on the Code of Conduct1

Designated Staff2

Number of employees in Designated Staff per year-end

3,671

Onshore Completion ratio

95%

Offshore Completion ratio

80%
  • 1 Trained by face-to-face training in 2020 and/or by having completed mandatory Code of Conduct e-Learning/Anti-Bribery and Corruption e-Learning
  • 2 Designated Staff reflects all Onshore Staff and Offshore Leadership

Overall number of Compliance Trainings conducted in 2020 worldwide

Trainings

Training hours

Face-to-face trainings1

1,812

2,749

e-Learnings2

5,568

4,113

Total

7,380

6,862

  • 1 An employee can have attended multiple face-to-face trainings
  • 2 An employee can have completed multiple Compliance e-Learning courses

Face-to-face training categories

Trainings

Training hours

Compliance Leadership Program1

147

239

Annual Code of Conduct training

263

395

Targeted Compliance topic training2

1,367

1,975

Training of third parties3

35

140

Total

1,812

2,749

  • 1 Continuation of the existing program. Now extended to newly hired and next level senior management
  • 2 Training on relevant Compliance topics for risk based target audiences
  • 3 Mainly strategic vendors, contracted yards and manpower agencies

Integrity related reports

Total

Reports received under the Company’s Integrity Reporting Policy

58

The Company is promoting a Speak Up Culture and has seen a slight increase in the number of Reports from 2019 (53). The nature of the Reports over 2020 was predominantly workplace and supply chain related.

No confirmed instances of corruption occurred during 2020. No significant legal and compliance fines of a criminal nature had to be paid in 2020.

Future

The objectives for 2021 are to continuously strengthen compliance management and control, focusing on the importance of the right behavior and enhancing efficiencies in the management process through increased digitalization and continuous improvement of data analysis. The Company will continue to embed Compliance into the business by :

  • Promoting a speak-up culture and responsible business conduct in all its business operations through risk-based targeted training and communications
  • Enhancing controls and compliance processes through further development of digital tooling
  • Increasing monitoring and reporting capabilities by progressing to data-driven compliance

Furthermore for 2021, the Company will expand the scope of its target from training to all mandatory compliance tasks distributed via the internal Compliance Platform. The 2021 target for the expanded scope is set at 95%.