Code of Conduct

Last Updated on August 13th, A.D. 2018

Why a Code of Conduct?
The South Seas Merchants Mariners Limited Partnership Code of Conduct is one of the ways we put South Seas Merchants Mariners LP’s values into practice. It’s built around the recognition that everything we do in connection with our work at South Seas Merchants Mariners LP will be, and should be, measured against the highest possible standards of ethical business conduct. We set the bar that high for practical as well as aspirational reasons: Our commitment to the highest standards helps us hire great people, provide the best services, and attract loyal customers. Respect for our customers, for the opportunity, and for each other are foundation to our success, and are something we need to support every day.
So please do read the Code and South Seas Merchants Mariners LP’s values, and follow both in spirit and letter, always bearing in mind that each of us has a personal responsibility to incorporate, and to encourage other employees of South Seas Merchants Mariners LP to incorporate, the principles of the Code and values into our work. And if you have a question or ever think that one of your fellow colleagues at South Seas Merchants Mariners LP or the company as a whole may be falling short of our commitment, don’t be silent. We want – and need – to hear from you.

Who Must Follow Our Code?
We expect all of our employees and Board members to know and follow the Code. Failure to do so can result in disciplinary action, including termination of employment. Moreover, while the Code is specifically written for South Seas Merchants Mariners LP employees and Board members, we expect South Seas Merchants Mariners LP contractors, consultants, and others who may be temporarily assigned to perform work or services for South Seas Merchants Mariners LP to follow the Code in connection with their work for us. Failure of a South Seas Merchants Mariners LP contractor, consultant, or other covered service provider to follow the Code can result in termination of their relationship with South Seas Merchants Mariners LP.

What If I Have a Code-Related Question or Concern?
If you have a question or concern, don’t just sit there. You can contact your manager, your Human Resources representative, or the Chairman of the Board of Directors. You can also submit a question or raise a concern of a suspected violation of our Code or any other South Seas Merchants Mariners LP policy by writing to the Chairman of the Board.

No Retaliation
South Seas Merchants Mariners LP prohibits retaliation against any worker here at South Seas Merchants Mariners LP who reports or participates in an investigation of a possible violation of our Code, policies, or the law. If you believe you are being retaliated against, please contact The Board of Directors.

+

Contents

I. Serve Our Customers
Integrity
Usefulness
Privacy, Security, and Freedom of Expression
Responsiveness
Take Action
II. Support Each Other
Equal Opportunity Employment
Harassment, Discrimination, and Bullying
Drugs and Alcohol
Safe Workplace
III. Avoid Conflicts of Interest
Personal investments
Outside employment, advisory roles, board seats, and starting your own business
Business opportunities found through work
Inventions
Friends and relatives; co-worker relationships
Accepting gifts, entertainment, and other business courtesies
Use of South Seas Merchants Mariners Company products and services
IV. Preserve Confidentiality
Confidential Information & Data Classification Guidelines
South Seas Merchants Mariners LP Partners
Competitors/Former Employers
Outside Communications
V. Protect South Seas Merchants Mariners LP’s Assets
Intellectual Property
Company Equipment
The Network
Physical Security
Use of South Seas Merchants Mariners LP’s Equipment and Facilities
Employee Data
VI. Ensure Financial Integrity and Responsibility
Spending South Seas Merchants Mariners LP’s Money
Signing a Contract
Recording Transactions
Reporting Financial or Accounting Irregularities
Hiring Suppliers
Retaining Records
VII. Obey the Law
Trade Controls
Competition Laws
Insider Trading Laws
Anti-bribery Laws
Non-government relationships
Dealing with government officials
VIII. Religious Policy
IX. Conclusion

+

I. Serve Our Customers

Our customers value South Seas Merchants Mariners LP not only because we deliver great products and services, but because we hold ourselves to a higher standard in how we treat customers and operate more generally. Keeping the following principles in mind will help us to maintain that high standard:

Integrity
Our reputation as a company that our customers can trust is our most valuable asset, and it is up to all of us to make sure that we continually earn that trust. All of our communications and other interactions with our customers should increase their trust in us.

Usefulness
Our products, features, and services should make South Seas Merchants Mariners LP more useful for all our customers. We have many different types of customers, from individuals to large businesses, but one guiding principle: “Is what we are offering useful?”

Privacy, Security, and Freedom of Expression
Always remember that we are asking customers to trust us. Preserving that trust requires that each of us respect and protect the privacy and security of customers. Our security procedures strictly limit access to and use of customers’ personal information, and require that each of us take measures to protect user data from unauthorized access. Know your responsibilities under these procedures, and collect, use, and access user personal information only as authorized by our Security Policies, our Privacy Policies, and applicable data protection laws.

Responsiveness
Part of being useful and honest is being responsive: We recognize relevant customers feedback when we see it, and we do something about it. We take pride in responding to communications from our customers, whether questions, problems, or compliments. If something is broken, fix it.

Take Action
Any time you feel our customers aren’t being well-served, don’t be bashful – let someone in the company know about it. Continually improving our products and services takes all of us, and we’re proud that at South Seas Merchants Mariners Company, we champion our customers and take the initiative to step forward when the interests of our customers are at stake.

II. Support Each Other

We are committed to a supportive work environment, where employees have the opportunity to reach their fullest potential. Employees are expected to do their utmost to create a workplace culture that is free of harassment, intimidation, bias, and unlawful discrimination.

Equal Opportunity Employment
Employment here is based solely upon individual merit and qualifications directly related to professional competence. We strictly prohibit unlawful discrimination. We also make all reasonable accommodations to meet our obligations under laws protecting the rights of the disabled.

Harassment, Discrimination, and Bullying
South Seas Merchants Mariners LP prohibits discrimination, harassment and bullying in any form – verbal, physical, or visual. If you believe you’ve been bullied or harassed by anyone at South Seas Merchants Mariners LP, or by a South Seas Merchants Mariners LP partner or vendor, we strongly encourage you to immediately report the incident to your supervisor, Human Resources or both. Similarly, supervisors and managers who learn of any such incident should immediately report it to Human Resources. HR will promptly and thoroughly investigate any complaints and take appropriate action.

Drugs and Alcohol
Our position on substance abuse is simple: It is incompatible with the health and safety of our employees, and we don’t permit it. Consumption of alcohol is not banned at our offices, but use good judgment and never drink in a way that leads to impaired performance or inappropriate behaviour, endangers the safety of others, or violates the law. Illegal drugs in our offices or at sponsored events are strictly prohibited. If a manager has reasonable suspicion to believe that an employee’s use of drugs and/or alcohol may adversely affect the employee’s job performance or the safety of the employee or others in the workplace, the manager may request an alcohol and/or drug screening. A reasonable suspicion may be based on objective symptoms such as the employee’s appearance, behaviour, or speech.

Safe Workplace
We are committed to a violence-free work environment, and we will not tolerate any level of violence or the threat of violence in the workplace. Under no circumstances should anyone bring a weapon to work. If you become aware of a violation of this policy, you should report it to Human Resources immediately. In case of potential violence, contact South Seas Merchants Mariners LP Security.

III. Avoid Conflicts of Interest

When you are in a situation in which competing loyalties could cause you to pursue a personal benefit for you, your friends, or your family at the expense of South Seas Merchants Mariners LP or our customers, you may be faced with a conflict of interest. All of us should avoid conflicts of interest and circumstances that reasonably present the appearance of a conflict.
When considering a course of action, ask yourself whether the action you’re considering could create an incentive for you, or appear to others to create an incentive for you, to benefit yourself, your friends or family, or an associated business at the expense of South Seas Merchants Mariners LP. If the answer is “yes,” the action you’re considering is likely to create a conflict of interest situation, and you should avoid it.
Below, we provide guidance in seven areas where conflicts of interest often arise:
– Personal investments
– Outside employment, advisory roles, board seats, and starting your own business
– Business opportunities found through work
– Inventions
– Friends and relatives; co-worker relationships
– Accepting gifts, entertainment, and other business courtesies
– Use of South Seas Merchants Mariners Company products and services
In each of these situations, the rule is the same – if you are considering entering into a business situation that creates a conflict of interest, don’t. If you are in a business situation that may create a conflict of interest, or the appearance of a conflict of interest, review the situation with your manager and The Board of Directors. Finally, it’s important to understand that as circumstances change, a situation that previously didn’t present a conflict of interest may present one.

Personal Investments
Avoid making personal investments in companies that are South Seas Merchants Mariners LP competitors or business partners when the investment might cause, or appear to cause, you to act in a way that could harm South Seas Merchants Mariners LP.
When determining whether a personal investment creates a conflict of interest, consider the relationship between the business of the outside company, South Seas Merchants Mariners LP’s business, and what you do at South Seas Merchants Mariners LP, including whether the company has a business relationship with South Seas Merchants Mariners LP that you can influence, and the extent to which the company competes with South Seas Merchants Mariners LP. You should also consider 1) any overlap between your specific role at South Seas Merchants Mariners LP and the company’s business, 2) the significance of the investment, including the size of the investment in relation to your net worth, 3) whether the investment is in a public or private company, 4) your ownership percentage of the company, and 5) the extent to which the investment gives you the ability to manage and control the company.
Investments in venture capital or other similar funds that invest in a broad cross-section of companies that may include South Seas Merchants Mariners LP competitors or business partners generally do not create conflicts of interest. However, a conflict of interest may exist if you control the fund’s investment activity.

Outside Employment, Advisory Roles, Board Seats, and Starting Your Own Business
Avoid accepting employment, advisory positions, or board seats with South Seas Merchants Mariners LP competitors or business partners when your judgment could be, or could appear to be, influenced in a way that could harm South Seas Merchants Mariners LP. Additionally, because board seats come with fiduciary obligations that can make them particularly tricky from a conflict of interest perspective, you should notify your manager before accepting a board seat with any outside company. South Seas Merchants Mariners LP board members and employees whom are reporting to the Board of Directors or being member either voting or non-voting, should also notify The Board of Directors. Finally, do not start your own business if it will compete with South Seas Merchants Mariners LP. Being employee of South Seas Merchants Mariners LP includes a seven (7) years mandatory non-concurrence period after leaving South Seas Merchants Mariners LP.

Business Opportunities Found Through Work
Business opportunities discovered through your work here belong first to South Seas Merchants Mariners LP, except as otherwise agreed to by South Seas Merchants Mariners LP.
-Inventions
Developing or helping to develop outside inventions that a) relate to South Seas Merchants Mariners LP’s existing or reasonably anticipated products and services, b) relate to your position at South Seas Merchants Mariners LP, or c) are developed using South Seas Merchants Mariners LP corporate resources may create conflicts of interest and be subject to the provisions of South Seas Merchants Mariners LP’s Confidential Information and Invention Assignment Agreement and other employment agreements. If you have any questions about potential conflicts or intellectual property ownership involving an outside invention or other intellectual property, consult The Board of Directors. It is understood that all inventions funded and developed using South Seas Merchants Mariners LP resources are the exclusive property of South Seas Merchants Mariners Limited Partnership.
-Friends and Relatives; Co-Worker Relationships
Avoid participating in management of or decision-making regarding potential or existing South Seas Merchants Mariners LP business relationships that involve your relatives, spouse or significant other, or close friends. This includes being the hiring manager for a position for which your relative or close friend is being considered or being a relationship manager for a company associated with your spouse or significant other.
To be clear, just because a relative, spouse/significant other, or close friend works at South Seas Merchants Mariners LP or becomes a South Seas Merchants Mariners LP competitor or business partner doesn’t mean there is a conflict of interest. However, if you are also involved in that South Seas Merchants Mariners Company business relationship, it can be very sensitive. The right thing to do in that situation is to discuss the relationship with your manager and The Board of Directors.
Finally, romantic relationships between co-workers can, depending on the work roles and respective positions of the co-workers involved, create an actual or apparent conflict of interest. If a romantic relationship does create an actual or apparent conflict, it may require changes to work arrangements.
Accepting Gifts, Entertainment, and Other Business Courtesies
Accepting gifts, entertainment, and other business courtesies from a South Seas Merchants Mariners LP competitor or business partner can easily create the appearance of a conflict of interest, especially if the value of the item is significant (including discounts or benefits that are not made available to all employees of South Seas Merchants Mariners LP) from any of our competitors or business partners.
Generally, acceptance of inexpensive “token” non-cash gifts is permissible. In addition, infrequent and moderate business meals and entertainment with clients and infrequent invitations to attend local sporting events and celebratory meals with clients can be appropriate aspects of many South Seas Merchants Mariners LP business relationships, provided that they aren’t excessive and don’t create the appearance of impropriety. Before accepting any gift or courtesy, consult your manager and be aware that you may need to obtain manager approval. Contact The Board of Directors if you have any questions.
Use of South Seas Merchants Mariners LP Products and Services
Avoiding potential conflicts of interest also means that you should not use South Seas Merchants Mariners LP products, services, internal tools, or information in a way that improperly benefits you or someone you know or creates the appearance that you have an unfair advantage over customers outside of South Seas Merchants Mariners LP. For example, you should never approve South Seas Merchants Mariners LP accounts, services, or credits for yourself, your friends, or family members. Similarly, you should not use the tools, information, or access that you have as a South Seas Merchants Mariners LP’ employee to participate in or to generate a financial benefit for yourself or others (except for the purposes of company sanctioned research). If you find yourself subject to a conflict of interest regarding the use of South Seas Merchants Mariners LP’s products, services, tools, or information, discuss the situation with your manager or The Board of Directors.

IV. Preserve Confidentiality

Be aware that certain kinds of company information, if leaked prematurely into the press or to competitors, can hurt our product launches, eliminate our competitive advantage and prove costly in other ways. Our responsibilities extend beyond not revealing Confidential South Seas Merchants Mariners LP material – we must also:
– properly secure, label, and (when appropriate) dispose of Confidential South Seas Merchants Mariners LP material;
– safeguard confidential information that South Seas Merchants Mariners LP receives from others under non-disclosure agreements;
– take steps to keep our trade secrets and other confidential intellectual property secret.

Confidential Information & Data Classification Guidelines
Make sure that information that is classified as “Need to Know” or “Confidential” in South Seas Merchants Mariners LP’s Data Classification Guidelines is handled in accordance with those Guidelines and South Seas Merchants Mariners LP’s Data Security Policy. At times, a particular project or negotiation may require you to disclose Need to Know or Confidential information to an outside party: Disclosure of that information should be on an “only as needed” basis and only under a non-disclosure agreement. In addition, South Seas Merchants Mariners LP policy may require a prior security assessment of the outside party that is to receive the confidential information. Be sure to conduct the appropriate due diligence and have the appropriate agreement in place before you disclose the information.
There are, of course, “grey areas” in which you will need to apply your best judgment in making sure you don’t disclose any confidential information. If you’re in a grey area, be cautious in what advice or insight you provide or, better yet, ask for guidance from The Board of Directors.
And don’t forget about pictures you and your guests take at South Seas Merchants Mariners LP – it is up to you to be sure that those pictures don’t disclose confidential information.
Finally, some of us will find ourselves having family or other personal relationships with people employed by our competitors or business partners. As in most cases, common sense applies. Don’t tell your significant other or family members anything confidential, and don’t solicit confidential information from them about their company.

South Seas Merchants Mariners LP Partners
Just as you are careful not to disclose confidential South Seas Merchants Mariners LP information, it’s equally important not to disclose any confidential information from our partners. Don’t accept confidential information from other companies without first having all parties sign an appropriate Non-disclosure Agreement approved by the Legal Department. Even after the agreement is signed, try only to accept as much information as you need to accomplish your business objectives.
Be sure to protect confidential information of South Seas Merchants Mariners LP or South Seas Merchants Mariners LP subsidiary or affiliate (“South Seas Merchants Mariners LP’ companies”). You may have access to confidential information through collaborations, rotations, projects with another South Seas Merchants Mariners LP’ subsidiary or affiliate, access to South Seas Merchants Mariners LP’ companies buildings or networks, or simply through casual interactions. Don’t access or use confidential information of other South Seas Merchants Mariners LP’ companies except when authorized and reasonably necessary for valid business purposes within the scope of your work at South Seas Merchants Mariners LP. Take all reasonable steps to maintain the confidentiality of any such information just as you would for South Seas Merchants Mariners LP confidential information.
Don’t disclose any confidential information about any South Seas Merchants Mariners LP’ companies, including financial, partner, business, technical, or IP information, before obtaining appropriate sign-off from the Legal Department, which may include getting consent from affected South Seas Merchants Mariners LP’ companies.

Competitors/Former Employers
We respect our competitors and want to compete with them fairly. But we don’t want their confidential information. The same goes for confidential information belonging to any employee of South Seas Merchants Mariners LP’s former employers. If an opportunity arises to take advantage of a competitor’s or former employer’s confidential information, don’t do it. Should you happen to come into possession of a competitor’s confidential information, contact the Legal Department immediately.

Outside Communications
You probably know that our policy is to be extremely careful about disclosing confidential proprietary information. Consistent with that, you should also ensure your outside communications (including online and social media posts) do not disclose confidential proprietary information or represent (or otherwise give the impression) that you are speaking on behalf of South Seas Merchants Mariners LP unless you’re authorized to do so by the company. The same applies to communications with the press. Finally, check with your manager and the Board of Directors before accepting any public speaking engagement on behalf of the company. In general, before making any external communication or disclosure, you should consult your manager.

V. Protect South Seas Merchants Mariners LP’s Assets

South Seas Merchants Mariners LP has a well-earned reputation for generosity with our employee benefits and openness with confidential information shared within the company. Our ability to continue these practices depends on how well we conserve company resources and protect company assets and information.

Intellectual Property
South Seas Merchants Mariners LP’s intellectual property rights (our trademarks, logos, copyrights, trade secrets, “know-how”, and patents) are among our most valuable assets. Unauthorized use can lead to their loss or serious loss of value. You must respect all copyright and other intellectual property laws, including laws governing the fair use of copyrights, trademarks, and brands. You must never use South Seas Merchants Mariners LP’s (or its affiliated entities’) logos, marks, or other protected information or property for any business or commercial venture without pre-clearance from the Marketing team. We strongly encourage you to report any suspected misuse of trademarks, logos, or other South Seas Merchants Mariners LP intellectual property to the Legal Department.
Likewise, respect the intellectual property rights of others. Inappropriate use of others’ intellectual property may expose South Seas Merchants Mariners LP and you to criminal and civil fines and penalties. Please seek advice from the Legal Department before you solicit, accept, or use proprietary information from individuals outside the company or let them use or have access to South Seas Merchants Mariners LP proprietary information. You should also check with the Legal Department if developing a product that uses content not belonging to South Seas Merchants Mariners LP.

Company Equipment
South Seas Merchants Mariners LP gives us the tools and equipment we need to do our jobs effectively, but counts on us to be responsible and not wasteful with the South Seas Merchants Mariners LP stuff we are given. Nobody’s going to complain if you snag an extra bagel on Friday morning, but company funds, equipment, and other physical assets are not to be requisitioned for purely personal use. Not sure if a certain use of company assets is okay? Please ask your manager.

The Network
South Seas Merchants Mariners LP’s communication facilities (which include both our network and the hardware that uses it, like computers and mobile devices) are a critical aspect of our company’s property, both physical and intellectual. Be sure to follow all security policies. If you have any reason to believe that our network security has been violated – for example, you lose your laptop or smart phone or think that your network password may have been compromised – please promptly report the incident to Security.

Physical Security
If you’re not careful, people may steal your stuff. Always secure your laptop, important equipment, and your personal belongings, even while on South Seas Merchants Mariners LP’s premises. Always wear your badge visibly while on site. Don’t tamper with or disable security and safety devices. Watch people who “tailgate” behind you through our doors. If you don’t see a South Seas Merchants Mariners LP badge, please ask for it (and, as appropriate, direct the person to a receptionist for assistance). Promptly report any suspicious activity to South Seas Merchants Mariners LP’ Security.

Use of South Seas Merchants Mariners LP’s Equipment and Facilities
Anything you do using South Seas Merchants Mariners LP’s corporate electronic facilities (e.g., our computers, mobile devices, network, etc.) or store on our premises (e.g., letters, memos, and other documents) might be disclosed to people inside and outside the company. For example, South Seas Merchants Mariners LP may be required by law (e.g., in response to a legal notice or warrant) to monitor, access, and disclose the contents of corporate email, voicemail, computer files, and other materials on our electronic facilities or on our premises. In addition, the company may monitor, access, and disclose employee communications and other information on our corporate electronic facilities or on our premises where there is a business need to do so, such as protecting employees and customers, maintaining the security of resources and property, or investigating suspected employee misconduct.

Employee Data
We collect and store personal information from employees around the world. Access this data only in line with local law and South Seas Merchants Mariners LP internal policies, and be sure to handle employee data in a manner that is consistent with South Seas Merchants Mariners LP’s Data Classification Guidelines and other South Seas Merchants Mariners LP policies.

VI. Ensure Financial Integrity and Responsibility

Financial integrity and fiscal responsibility are core aspects of corporate professionalism. This is more than accurate reporting of our financials, though that’s certainly important. The money we spend on behalf of South Seas Merchants Mariners LP is not ours; it’s the limited partnership’s and, ultimately, our partners’. Each person at South Seas Merchants Mariners LP – not just those in Finance – has a role in making sure that money is appropriately spent, our financial records are complete and accurate, and internal controls are honoured. This matters every time we hire a new vendor, expense something to South Seas Merchants Mariners LP, sign a new business contract, or enter into any deals on South Seas Merchants Mariners LP’s behalf.
To make sure that we get this right, South Seas Merchants Mariners LP maintains a system of internal controls to reinforce our compliance with legal, accounting, tax, and other regulatory requirements in every location in which we operate.
Stay in full compliance with our system of internal controls, and don’t hesitate to contact The Board of Directors or the Finance Team if you have any questions. What follows are some core concepts that lie at the foundation of financial integrity and fiscal responsibility here at South Seas Merchants Mariners LP.

Spending South Seas Merchants Mariners LP’s Money
A core South Seas Merchants Mariners LP value has always been to spend money wisely. When you submit an expense for reimbursement or spend money on South Seas Merchants Mariners LP’s behalf, make sure that the cost is reasonable, directly related to company business, and supported by appropriate documentation. Always record the business purpose (e.g., if you take someone out to dinner on South Seas Merchants Mariners LP, always record in our expense reimbursement tool the full names and titles of the people who attended as well as the reason for the dinner) and comply with other submission requirements. If you’re uncertain about whether you should spend money or submit an expense for reimbursement, check with your manager. Managers are responsible for all money spent and expenses incurred by their direct reports, and should carefully review such spend and expenses before approving.

Signing a Contract
Each time you enter into a business transaction on South Seas Merchants Mariners LP’s behalf, there should be documentation recording that agreement, approved by the Legal Department. Signing a contract on behalf of South Seas Merchants Mariners LP is a very big deal. Never sign any contract on behalf of South Seas Merchants Mariners LP unless all of the following are met:
– You are authorized to do so under our Signature Authority and Approval Policy. If you are unsure whether you are authorized, ask your manager
– The contract has been approved by the Legal Department. If you are using an approved South Seas Merchants Mariners LP form contract, you don’t need further Legal approval unless you have made changes to the form contract or are using it for other than its intended purpose
– You have studied the contract, understood its terms and decided that entering into the contract is in South Seas Merchants Mariners LP’s interest
– All contracts at South Seas Merchants Mariners LP should be in writing and should contain all of the relevant terms to which the parties are agreeing – South Seas Merchants Mariners LP does not permit “side agreements,” oral or written.

Recording Transactions
If your job involves the financial recording of our transactions, make sure that you’re fully familiar with all of the South Seas Merchants Mariners LP policies that apply, including our Revenue Recognition Policy and our Purchasing Policy.
Immediately report to the Finance Department any transactions that you think are not being recorded correctly.

Reporting Financial or Accounting Irregularities
It goes without saying (but we’re going to say it anyway) that you should never, ever interfere in any way with the auditing of South Seas Merchants Mariners LP’s financial records. Similarly, you should never falsify any record or account, including time reports, expense accounts, and any other South Seas Merchants Mariners LP records.
Familiarize yourself with our Reporting of Financial and Accounting Policy. If you suspect or observe any of the conduct mentioned above or, for that matter, any irregularities relating to financial integrity or fiscal responsibility, no matter how small, immediately report them to The Board of Directors.

Hiring Suppliers
As South Seas Merchants Mariners LP grows, we enter into more and more deals with suppliers of equipment and services. We should always strive for the best possible deal for South Seas Merchants Mariners LP. This almost always requires that you solicit competing bids to make sure that you’re getting the best offer. While price is very important, it isn’t the only factor worth considering. Quality, service, reliability, and the terms and conditions of the proposed deal may also affect the final decision. Please do not hesitate to contact the Purchasing Team if you have any questions regarding how to procure equipment or services.

Retaining Records
It’s important that we keep records for an appropriate length of time. As a rule, we shall always keep all records for as long as possible to document the company’s history. The South Seas Merchants Mariners LP’ Records Retention Policy suggests minimum record retention periods for certain types of records. These are great guidelines, but keep in mind that legal requirements, accounting rules, and other external sources sometimes specify longer retention periods for certain types of records, and those control where applicable. In addition, if asked by the Legal department to retain records relevant to a litigation, audit, or investigation, do so until the Legal Team tells you retention is no longer necessary. If you have any questions regarding the correct length of time to retain a record, contact your manager.

VII. Obey the Law

South Seas Merchants Mariners LP takes its responsibilities to comply with laws and regulations very seriously and each of us is expected to comply with applicable legal requirements and prohibitions. While it’s impossible for anyone to know all aspects of every applicable law, you should understand the major laws and regulations that apply to your work. Take advantage of the Legal Department and The Board of Directors to assist you here. A few specific laws are easy to violate unintentionally and so are worth pointing out here:

Trade Controls
Local and international trade laws control where South Seas Merchants Mariners LP can send or receive its products and/or services. These laws are complex, and what constitutes an “import” or “export” under the law is pretty broad. Request assistance from the Legal Department for more information.
The bottom line: If you are in any way involved in sending or making available South Seas Merchants Mariners LP products, services, software, equipment, or any form of technical data from one country to another, work with your manager to be absolutely sure that the transaction stays well within the bounds of applicable laws. If you or your manager are not sure, please contact The Board of Directors.

Competition Laws
Most countries have laws – known as “antitrust,” “competition,” or “unfair competition” laws – designed to promote free and fair competition. Generally speaking, these laws prohibit 1) arrangements with competitors that restrain trade in some way, 2) abuse of intellectual property rights, and 3) use of market power to unfairly disadvantage competitors.
Certain conduct is absolutely prohibited under these laws, and could result in your imprisonment, not to mention severe penalties for South Seas Merchants Mariners LP.
Examples of prohibited conduct include:
-agreeing with competitors about prices
-agreeing with competitors to rig bids or to allocate customers or markets
-agreeing with competitors to boycott a supplier or customer
Other activities can also be illegal, unfair, or create the appearance of impropriety. Such activities include:
-sharing competitively sensitive information (e.g., prices, costs, market distribution, etc.) with competitors
-entering into a business arrangement or pursuing a strategy with the sole purpose of harming a competitor
-using South Seas Merchants Mariners LP’s size or strength to gain an unfair competitive advantage
Although the spirit of these laws is straightforward, their application to particular situations can be quite complex.
South Seas Merchants Mariners LP is committed to competing fair and square, so please contact The Board of Directors if you have any questions about the antitrust laws and how they apply to you. Any personnel found to have violated South Seas Merchants Mariners LP’s Antitrust Policies will, subject to local laws, be disciplined, up to and including termination of employment. If you suspect that anyone at the company is violating the competition laws, notify The Board of Directors immediately.

Insider Trading Laws
As we said earlier, internally we share information, including non-public information, about South Seas Merchants Mariners LP’s business operations pretty freely. In addition, you may overhear a hallway conversation or come across a memo at a copy machine, either of which might involve confidential information. To use this non-public information to buy or sell stock, or to pass it along to others so that they may do so, could constitute insider trading. Insider trading not only violates this Code, it violates the law. Don’t do it.

Anti-bribery Laws
Like all businesses, South Seas Merchants Mariners LP is subject to lots of laws, both from its country of incorporation and abroad, that prohibit bribery in virtually every kind of commercial setting. The rule for us at South Seas Merchants Mariners LP is simple – don’t bribe anybody, anytime, for any reason.

Non-government relationships
You should be careful when you give gifts and pay for meals, entertainment, or other business courtesies on behalf of South Seas Merchants Mariners LP. We want to avoid the possibility that the gift, entertainment, or other business courtesy could be perceived as a bribe, so it’s always best to provide such business courtesies infrequently and, when we do, to keep their value moderate. Consult The Board of Directors if you have any questions.

Dealing with government officials
Offering gifts, entertainment, or other business courtesies that could be perceived as bribes becomes especially problematic if you’re dealing with a government official. “Government officials” include any government employee; candidate for public office; or employee of government-owned or -controlled companies, public international organizations, or political parties. Several laws around the world specifically prohibit offering or giving anything of value to government officials to influence official action or to secure an improper advantage. This not only includes traditional gifts, but also things like meals, travel, political or charitable contributions, and job offers for government officials’ relatives. Never give gifts to thank government officials for doing their jobs. By contrast, it can be permissible to make infrequent and moderate expenditures for gifts and business entertainment for government officials that are directly tied to promoting our products or services (e.g., providing a modest meal at a day-long demonstration of South Seas Merchants Mariners LP products or services). Payment of such expenses can be acceptable (assuming they are permitted under local law) but may require pre-approval from The Board of Directors under South Seas Merchants Mariners LP’s Anti-Bribery Policy. If after consulting this Policy you aren’t sure what to do, ask The Board of Directors.

VIII. Religious Policy

South Seas Merchants Mariners LP believes that its business shall be conducted according to Christian teachings. While no discrimination shall be faced by non-believers employees, prayers and religious ceremonies and blessings, including from time to time Church services, are part of the company’s life and employees are encouraged to take part in it and therefore being an active member of the team.

IX. Conclusion

South Seas Merchants Mariners LP aspires to be a different kind of company: Reassuringly traditional, refreshingly modern. It’s impossible to spell out every possible ethical scenario we might face. Instead, we rely on one another’s good judgment to uphold a high standard of integrity for ourselves and our company. We expect all at South Seas Merchants Mariners LP to be guided by both the letter and the spirit of this Code. Sometimes, identifying the right thing to do isn’t an easy call. If you aren’t sure, don’t be afraid to ask questions of your manager, the Legal Department or The Board of Directors.
And remember… don’t be evil, and if you see something that you think isn’t right – speak up!

+++