Swiber Limited

Conduct Our Code of Business Conduct defines how Swiber conducts business with our stakeholders – who include employees, customers, shareholders, vendors, government agencies, industry colleagues, the environment and the community as a whole – with the highest standards of ethics, integrity and responsibility. Individually and collectively, we at Swiber endeavor to uphold this Code strictly in our business dealings.

Board Committee	Executive Committee	Audit Committee	Remuneration Committee	Nominating Committee
Raymond Goh	Chairman
Jean Pers	Member
Darren Yeo	Member
Francis Wong	Member	Member
Yeo Jeu Nam		Chairman	Chairman	Member
Oon Thian Seng		Member	Member	Chairman
Chia Fook Eng		Member	Member	Member

TThe AC comprises Mr Yeo Jeu Nam, Mr Oon Thian Seng, Mr Chia Fook Eng and Mr Francis Wong. Save for Mr Francis Wong, an Executive Director of the Company, the other three members of the AC are Independent Non-Executive Directors. Mr Yeo Jeu Nam is the Chairman of the AC.

(d) reviewing the financial statements of the Company and its subsidiaries before their submission to the Board;

(e) the quarterly, half-yearly and annual announcements as well as the related press releases on the results and financial position of the Company and the Group;

(i) reviewing and considering transactions in which there may be potential conflicts of interests between the Group and its interested persons and recommending whether those who are in a position of conflict should abstain from participating in any discussion or deliberations of the Board or voting on resolutions of the Board or the shareholders in relation to such transactions;

(j) reviewing and approving procedures to hedge the exposure to foreign currency fluctuations (if any); and

(k) reviewing the findings of internal investigations into matters where there is any suspected fraud or irregularity or failure of internal controls or infringement of any Singapore law, rule or regulation which has or is likely to have a material impact on the Group's results of operation and/or financial position.

The AC has the express power to conduct or authorize investigations into any matters within its terms of reference, has full access to and co-operation by Management. The AC has full discretion to invite any other directors or Executive Directors to attend its meetings and to ensure that adequate resources are available to enable it to discharge its function properly. As at the date of this Annual Report, the AC has met with the external and internal auditors separately without the presence of Management to review any area of audit concern. Ad-hoc AC meetings may be carried out from time to time, as circumstances require.

The Company has implemented a whistle blowing policy which will provide well-defined and accessible channels in the Group through which employees may raise concerns about improper conduct within the Group. The AC will review arrangements by which staff of the Company may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters. The AC's objectives are to ensure that arrangements are in place for the independent investigation of such matters and for appropriate follow-up action.

The Company's external auditors Deloitte & Touche LLP carry out in the course of their statutory audit, a review of the design and implementation of the Company's material internal controls to the extent set out in their audit plan. Material non-compliance and internal control weaknesses, noted during their audit, and the external auditors' recommendations to address such non-compliance and weaknesses, would be reported to the AC. The Management, with the assistance of the Group Internal Auditor would then follow up on Deloitte & Touche LLP's recommendation as part of management's role in the review of the Company's internal control systems. The Board is satisfied that the Company's internal controls are adequate.

During the financial year under review, the AC has reviewed the independence of Deloitte & Touche LLP including the volume of all non-audit services provided to the Group, and is satisfied that the nature and extent of such services will not prejudice the independence and objectivity of the external auditor. The AC is pleased to recommend the re-appointment of Deloitte & Touche LLP as external auditors of the Company at the forthcoming AGM.

The Group has appointed different auditors for its overseas subsidiaries. The Board and the AC are satisfied that the appointment would not compromise the standard and effectiveness of the audit of the Group.

In order to ensure that the AC is able to fulfill its responsibilities, Management provides the Board members with management reports. In addition, all relevant information on material events and transactions are circulated to AC as and when they arise. Whenever necessary, senior management staff will be invited to attend the Board/ AC meetings to answer queries and provide detailed insights into their areas of operations. The AC are kept informed by Management on the status of on-going activities between Board meetings. Where a decision has to be made before a Board meeting, a directors' resolution is done in accordance with the Articles of Association of the Company and the AC are provided with all necessary information to enable them to make informed decisions.

The AC has full access to and co-operation by the Management and full discretion to invite any director, executive officers to attend its meetings, and have been given resources to enable the AC to discharge its functions properly. The external and internal auditors have unrestricted access to the AC.

The AC have been provided with the phone numbers and email particulars of the Company's senior management and Company Secretary to facilitate access.

The RC comprises Mr Yeo Jeu Nam, Mr Oon Thian Seng and Mr Chia Fook Eng who are Independent Non-Executive Directors. Mr Yeo Jeu Nam is the Chairman of the RC.

(a) recommending to the Board a framework of remuneration for the directors and key executives;

(b) determining specific remuneration packages for each Executive Directors; and

(c) reviewing all aspects of remuneration, including directors' fees, salaries, allowances, bonuses, the options to be issued under the share option scheme, the awards to be granted under the share plan and other benefit in-kind.

The Chairman of the RC reviews, for recommendation to the Board, the specific remuneration package for an Executive Director or senior management staff. There are appropriate and meaningful measures in place for the purpose of assessing the performance of Executive Directors and senior management staff. In determining remuneration packages of Executive Directors and key executive officers, the RC will ensure that directors and executives are adequately but not excessively rewarded. The RC will consider, in consultation with the Board, amongst other things, their responsibilities, skills, expertise and contribution to the Company's performance and whether the remuneration packages are competitive and sufficient to ensure that the Company is able to attract and retain the best available executive talent.

Each member of the RC does not participate in any decision concerning his own remuneration.

The NC comprises Mr Oon Thian Seng, Mr Yeo Jeu Nam and Mr Chia Fook Eng as members who are Independent Non- Executive Directors. Mr Oon Thian Seng is the Chairman of the NC.

(a) re-nominating directors (including Independent Directors) taking into consideration each director's contribution and performance;

(d) proposing a set of objective performance criteria to the Board for approval and implementation, to evaluate the effectiveness of the Board as a whole and the contribution of each director to the effectiveness of the Board.

New directors are appointed by way of a Board Resolution, after the NC has approved their nomination. In its search and selection process for new directors, other then through formal search, the NC taps on the resources of directors' personal contacts and recommendations of potential candidates and appraises the nominees to ensure that the candidates possess relevant experience and have the calibre to contribute to the Group and its businesses, having regard to the attributes of the existing Board and the requirements of the Group.

All directors are subject to retirement in accordance with the provisions of the Company's Articles of Association whereby one third of the directors are required to retire (or if their number is not a multiple of three, the number nearest to but not less than one third) and subject themselves to re-election by shareholders at every annual general meeting ("AGM"). A new director who is appointed by the Board is subject to re-election by shareholders at the next AGM following his appointment and, thereafter, shall be taken into account in determining the number of directors who are to retire by rotation.

Swiber Group of Companies’ directors and employees are expected to carry out their duties as required and conduct themselves in a professional manner at all times and act in ways that bring credit to themselves, the Company and the public we serve. We are required to observe high standards of business and personal ethics, honestly and with integrity, in fulfilling our responsibilities and to comply with all applicable laws and regulations. Being a public listed company, we are socially responsible in ensuring that this is practiced within the organisation, consistent with the company’s code of ethics.

• Fraud whether actual or suspected or deliberate error in preparing, evaluation or review of any financial statements of the Group;

• Fraud whether actual or suspected or deliberate error in recording and maintenance of the financial records of the Group;

• Actual or suspected deficiencies in or non-compliance with the Group’s internal controls and procedures;

• Any misrepresentation whether actual or suspected by an officer or auditors regarding a matter contained or required to be contained in the Company’s financial records, reports or audit reports.

• Discrimination or physical abuse against any member of staff or service recipient is taking place

• Discrimination is occurring to any member of staff or service recipient on grounds of sex, race or disability

• Any conflict of interest in any activity that is, or appears to be, opposed to the best interest of the Company

The Company has established this Code so as to enable you to raise your concerns about such malpractice(s) at an early stage and in the right way. The Company would rather that you raised the matter when it is just a concern rather than wait for concrete proof.

If something is troubling you, that you think we should know about or look into, please use this policy. If, however, you are aggrieved about your personal position, please approach your Manager or Chief Financial Officer going through the human resource channel. This Whistle Blowing Code is primarily for concerns where the interests of others or of the Company itself are at risk.

Information about known or suspected violations by any employee should be reported promptly to the Lead Independent Director and Audit Committee Chairman:

If you raise a concern under this Code, you will not be at risk of losing your job or suffering any form of retribution as a result, provided that:

• you reasonably believe that information, and any allegations contained in it, are substantially true

The Company will not tolerate the harassment or victimisation of anyone raising a genuine concern. However, we recognise that you may nonetheless want to raise a concern in confidence under this code. If you ask us to protect your identity by keeping your confidence, we will not disclose it without your consent. If the situation arises where we are not able to resolve the concern without revealing your identity (for instance because your evidence is needed in court), we will discuss with you whether and how we can proceed.

Remember that if you do not tell us who you are, it will be much more difficult for us to look into the matter or to protect your position or to give you feedback.

Accordingly, while we will consider anonymous reports, this policy is not well suited to concerns raised anonymously.

If the concern is raised verbally, the person receiving the information should put it in writing as soon as practicable to ensure that it properly reflects the concerns that have been raised. The employee must also indicate if the concern is to be treated in confidence. The limit of that confidence will be checked out by the person receiving the information. The relevant person and/or the Human Resource Manager will also ensure that the Company’s management receives adequate details of the employee’s concerns for the purpose of corporate recording and monitoring purposes.

Once you have told us your concern, we will look into it to assess initially what action should be taken. This may involve an internal inquiry or a more formal investigation. We will tell you who may be handling the matter, how you can contact him/her and whether your further assistance may be needed. If you request it, we will write to you summarizing your concern(s) and setting out how we propose to handle it.

When you raise the concern you may be asked how you think the concern(s) might best be resolved. If you do not have any personal interest in the matter, we do ask that you tell us at the outset. Should your concern be best handled by another approach such as through the human resource development channel, we will tell you.

While the purpose of this Code is to enable us to investigate possible malpractice and take appropriate steps to deal with it, we will give you as much feedback as we properly can. If requested, we will confirm our response to you in writing. Please note, however, that we may not be able to tell you the precise action we take, where this would infringe a duty of confidence owed by us to someone else.

Concerns or allegations, which fall within the scope of specific procedures, will normally be referred for consideration under that relevant procedure. Some concerns may be resolved by agreed action without the need for investigation. If urgent action is required, this will be taken before any investigation is conducted.

Be investigated by management, internal audit, a committee set up by the Board of Directors or through the disciplinary process be referred to the police be referred to the external auditor form the subject of an independent inquiry.

Usually, within four weeks of a concern being raised, the person looking into the concern will write to you:

• supplying information on support available to you and Saying whether further investigations will take place and if not, why.

Subject to any legal constraints, the relevant employee will normally be informed of the final outcome of the investigation.