Anti-Bribery and Anti-Corruption

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. 

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.

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 

• Lobbying 

• Commercial sponsorships 

• Project and third-party corruption risk assessments. 

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. 

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. 

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. 

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.  

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.