This Governance Policy has been established to set out the main operating principles of NBT. The document is organized into the directives for each functional and key area to provide a short and concise overview of the key principles.
While the directives further below provide the main principles, you must read and understand the procedures for each area to understand the process details and requirements. Our dedication to sustainable development and efficient operations depends on everyone understanding and following the same directives, processes and controls.
This policy shall be followed by all employees, temporary staff, and contractors to ensure consistency across our organization. Please make sure you are adequately familiar with this and all other relevant policy documents.
All local and relevant international laws shall be followed. In addition, the Equator Principles, the International Labor Organization’s conventions, the UN Global Compact, and OECD Guidelines for Multinational Enterprises shall be followed, and adequate processes and controls shall be in place to ensure adherence to the guidelines and requirements.
Any departure from the Norwegian Code of Practice shall be explained in the annual report to the shareholders.
Segregation of duties for key processes shall be documented on the SOD template, and all decisions and transactions approvals shall include two individuals. The individual initiating the transaction shall always seek second approval from a superior.
The Authorization Matrix shall be approved by the Board, and all decisions and transaction approvals shall follow the authorities given in the matrix.
All conflicts of interests shall be reported immediately when identified, and all directors and employees with Manager title or higher shall sign the conflict of interest declaration annually. HR shall ensure the signed declaration is filed in the appropriate personnel file.
Engagements involving legal and tax advisors, all decisions related to disputes, arbitration, and settlements shall be pre-approved by the General Counsel. All agreements (including frame agreements) shall be reviewed and approved by the Corporate General Counsel.
Confidential information shall be stored in restricted locations with limited distribution, and any information related to a non-disclosure agreement (NDA) shall be communicated as such.
All employees and temporary personnel (if employed more than six months) shall complete all mandatory training by January 31st or within the first month employed.
Policy violations and unethical behavior shall be followed up with appropriate disciplinary actions and documentation to be filed in the employee’s personnel file.
All written communication and documentation, including governing documents and financial books and records, shall be in English. If there is a need for local languages, the translation can be in the same document or as a separate parallel document.
Due care shall be taken to avoid any form of illegal influence conflicts of interest situations.
All third parties shall be properly evaluated with a due diligence process that includes the ultimate beneficial owners and subsidiaries in the ownership structure.
All employees and hired-in workers have the right to report their concerns regarding violation of company policy, laws or regulation, fraud, or other unethical activities.
Notifications made to whistleblowing can be made anonymously at: https://u.bdo.no/nbtas. It will be handled by BDO, an independent third party provider of whistleblowing services to ensure proper and confidential handling of all information shared through this information channel.
All notifications shall be investigated as soon as possible, and preventive measures shall be initiated to ensure the rights of the person submitting the notification is safeguarded.
Notifications may also be made to the authorities if regulatory requirements are violated.
Any retaliatory behavior towards an individual who has submitted a whistleblowing notification is strictly prohibited. The following is considered retaliatory behavior:
I. Threats, harassment, unfair discrimination, social exclusion, or other inappropriate behavior
II. Warning, change in duties, reassignment, or degradation
III. Suspension, termination, or other disciplinary measures
Notifications made with false information to harm others shall be subject to disciplinary actions.
Supply chain directives
The selection of suppliers shall be free of conflicts of interest.
All purchases require dual approval.
All suppliers shall be evaluated in the supplier management system (and preferably qualified by Achilles or similar) and followed up with risk-based audits.
All suppliers shall sign the NBT Supplier Declaration.
Frame agreements shall be signed by two individuals and in accordance with the authorization matrix.
Dual use goods are products or technologies that can be used for both civilian and military purposes, and shall always have an export license if exported from any country.
Agreements with high risk third parties, such as agents and/or consultants, shall only be entered into after a thorough due diligence process as described in the Third-Party Due Diligence Procedure.
Suppliers and subcontractors shall be assessed to ensure that they meet the requirements of our safety, quality and environmental standards.
NBT shall support the local communities by sourcing from local subcontractors and suppliers when feasible.
All employees and contractors, including consultants, are required to maintain the highest standards of ethics during the selection of suppliers and execution of contracts, which includes compliance with applicable anti-corruption and tax legislation.
Information security and data privacy directive
Access to the NBT IT networks is strictly confidential. User name and passwords are personal and shall never be shared with anyone – neither inside nor outside the company.
Lost or damaged equipment shall be reported immediately to your supervisor to avoid the lost equipment is used for unauthorized access to the NBT networks.
All content on IT equipment provided by NBT is the property of NBT. NBT has the right to review electronic data stored on IT equipment issued to you, and may under certain circumstances exercise that right in accordance with the Electronic Data Review Procedure. Any personal information on NBT IT equipment, servers and email systems shall only be stored in folders marked as private.
Personal data shall be handled in accordance with the NBT Data Privacy Procedure to ensure personal data is only collected for a specific and legitimate purpose and deleted as soon as no longer needed.
Confidential and sensitive information shall be safeguarded with privacy screens when working outside the office, and screen lock shall always be used when leaving your pc – even when at an NBT office. Confidential and sensitive information shall never be discussed in public space.
Zero accidents, no harm to people, and no harm to the environment are the commitment of NBT, and shall continuously be communicated and followed up by top management.
All activities shall seize immediately if an unsafe situation is detected at a construction site.
All projects shall have an impact assessment as part of the project risk assessment that shall be performed before the project is initiated. The risk assessment shall also include an assessment of all regulatory requirements relevant for the project.
Emergency response plans shall be in place for all projects and office locations to ensure unforeseen incidents are responded to as quickly and efficiently as possible.
The highest possible quality shall be achieved through continuous focus and commitment to improve everything we do.
All recruiting, promotion, and dismissal decisions shall follow the company authorization matrix and policy. No hiring of employees shall take place with the intent to influence a third party’s decision or award.
Any form of discrimination is prohibited, and all recruiting, promotion, and dismissal decisions shall be based on an independent evaluation ensuring equal opportunity.
All employment and subcontractor agreements shall be based on free will and there shall be no use of debt bonds or other forms of coercion forcing the individual to perform work for NBT or its suppliers. Remuneration and benefits shall be set at or above the national minimum wage requirement, and any accommodation provided for workers or subcontractors shall be at a reasonable level of standards that ensures a decent and comfortable stay for the employee. No individual below the age of 16 shall be employed by NBT or any of its suppliers. Freedom of association shall be ensured for all employees and subcontractors.
Unwanted sexual advances or requests for sexual favors are considered inappropriate behavior and is prohibited.
Consumption or use of illegal drugs and/or alcohol while working or being under the influence of drugs or alcohol while at work is prohibited.
Personal use of company equipment or premises is prohibited unless pre-approved by manager. Company IT equipment must not be used to view inappropriate content.
Any form of sponsorship shall be pre-approved by the board and shall not be made with a hidden agenda of influencing a government official or other third parties to make a decision or award in our favor.
Annual performance review shall take place at minimum once a year, and shall be documented in the respective personnel files.
All employees with Manager or higher title shall receive an exit interview when leaving the company.
All employment agreements shall include a non-compete and a non-disclosure clause to ensure the requirements are adequately communicated and committed to
All policy violations and inappropriate behavior shall be followed up by the immediate manager and HR, and shall be documented in the respective employee´s personnel file. to
All accounting books and records shall be maintained in accordance with local regulatory requirements and IFRS accounting rules.
All major investments shall have a risk assessment, and all significant risks shall have mitigating actions to adequately safeguard the investment.
Evaluation of tax and VAT consequences shall be performed on all projects. This includes income and payroll taxes for personnel.
Intercompany transactions shall have fair market value and on commercial terms in accordance with the OECD Transfer Pricing Guidelines, and all required transfer pricing documentation shall be updated in accordance with transfer pricing rules.
All projects shall be approved by the board before pre-development work is initiated. No costs shall be approved and no commitments made before the board approval is in place.
Liquidity shall be adequately monitored and managed to ensure funding is in place to replace expiring loans.
Covenant requirements from lenders shall be monitored and reported to management monthly.