Agent Standard

Agent Standard
Reference: SLB-COMPLIANCE-S004
Version: A001
Release Date: February 1st, 2015
Owner: Yann Aubin
Authors: Michael Hantel, Firdous Jan Jan Mohamed, Ryan

Rodgers, Alejandro Parma, Jorge Alberto Vazquez
Private
Agent Standard
Standard SLB-Legal-S001
Legal Information
Copyright © 2013 Schlumberger, Unpublished Work. All rights reserved.

This work contains the confidential and proprietary trade secrets of Schlumberger and may not be copied
or stored in an information retrieval system, transferred, used, distributed, translated or retransmitted in
any form or by any means, electronic or mechanical, in whole or in part, without the express written
permission of the copyright owner.
Trademarks & service marks
“Schlumberger,” the Schlumberger logotype, and other words or symbols used to identify the products
and services described herein are either trademarks, trade names or service marks of Schlumberger and
its licensors, or are the property of their respective owners. These marks may not be copied, imitated or
used, in whole or in part, without the express prior written permission of Schlumberger. In addition,
covers, page headers, custom graphics, icons, and other design elements may be service marks,
trademarks, and/or trade dress of Schlumberger, and may not be copied, imitated, or used, in whole or in
part, without the express prior written permission of Schlumberger.
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Copyright@2013. Schlumberger, Unpublished Work. All rights reserved. 2
Agent Standard
Revision History
Rev No Effective Date Changes Prepared by Reviewed by
(Name) (Name)
st
A001 February 1 , 2015 Jorge Vazquez Michael
Hantel,
Firdous Jan
Jan
Mohamed,
Ryan
Rodgers,
Alejandro
Parma
Approved by Yan Aubin, Director of Compliance
Private
Agent Standard
TABLE OF CONTENTS
1. Statement of Standard ........................................................................................................ 6
2. Objective ............................................................................................................................. 6
3. Scope ................................................................................................................................. 6
4. Implementation and Monitoring ........................................................................................... 6
4.1 Definitions .................................................................................................................... 6
4.2 Scope and ownership of Agent relationship management activities ............................. 8
4.3 Responsibilities ............................................................................................................ 9
4.3.1 Business Requestor .............................................................................................. 9
4.3.2 Procurement & Sourcing Supplier Manager / Leader ............................................ 9
4.3.3 Legal Counsel ......................................................................................................10
4.3.4 Senior Management.............................................................................................10
4.3.5 Contract Manager ................................................................................................11
4.4 Risk Assessment ........................................................................................................11
4.5 Compliance Due Diligence ..........................................................................................12
4.6 Approval .....................................................................................................................13
4.7 Agent Compliance Monitoring .....................................................................................13
4.7.1 Risk monitoring mechanisms ...............................................................................13
4.7.2 Compliance Re-certification .................................................................................14
4.7.3 Compliance Watch ...............................................................................................14
4.7.4 Other reviews.......................................................................................................14
4.8 Payments ....................................................................................................................14
4.9 Agent contracts-compliance requirements ..................................................................15
4.10 Urgent approval requests and other exemptions .........................................................15
4.10.1 Urgent approval requests .....................................................................................15
4.10.2 Other exemptions ................................................................................................15
4.11 Questions ...................................................................................................................16
5. References ........................................................................................................................16
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Agent Standard
6. List of Appendices..............................................................................................................16
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Agent Standard
1. Statement of Standard
Schlumberger has zero tolerance for corruption of any kind and expects the same from its
employees, contractors, suppliers and agents.
Where Schlumberger is required by local law or business needs to use third parties acting on its
behalf before government officials or clients, this Standard must be followed.
Failure to comply with applicable anti-corruption laws may expose the Company and its employees to
legal and/or financial liabilities. In addition, employees who do not comply with this Standard may be
subject to disciplinary measures.
2. Objective
The objective of this Standard is to minimize Schlumberger’s exposure to corruption risks related to
the use of agents. This Standard addresses the selection, risk assessment, approval, hiring and
management of agents.
3. Scope
This Standard applies to any relationship between an agent and Schlumberger, including agents
hired through staffing agencies and agents of acquired companies.
4. Implementation and Monitoring
4.1 Definitions
“Agent” is a third party - individual or entity - authorized to act for or on behalf of

Schlumberger, in furtherance of its business interests before government officials, clients or
any external third party to Schlumberger.
A third party will be considered an Agent if that third party interacts directly or uses another
third party to interact on behalf of Schlumberger:
 with a state-owned or state-controlled company such as a National Oil Company or
its representatives, or any other national, state or local government officials; or
 with a Schlumberger client or its representatives with the ability to influence that
client’s decisions to gain or retain business, or obtain any other benefit for
Schlumberger.
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Agent Standard
Figure 1 – Examples of Agents

Note: the following examples are provided for illustration purposes and are not exhaustive.
Agents representing Schlumberger before Agents representing Schlumberger before

Government Officials include: clients include:
 Visa permits Agents  Sales Agents

 Customs clearing brokers / Agents  Distributors
 Freight forwarders  Consultants acting as a central point of contact
for the client in a specific project
 Tax consultants or law firms representing
Schlumberger before government authorities  Marketing Agents who pursue opportunities to
extend an existing project and/or find new
projects
“Agent Compliance System or ACS” is Schlumberger’s internal system for the selection,
risk assessment, approval, hiring and management of Agents.
“Agent Compliance Questionnaire” is a document used as part of the compliance due

diligence to collect relevant information on an Agent. The Agent Compliance Questionnaire is
divided in three sections: Part 1 “Internal Questionnaire” which is the questionnaire answered
by the Business Requestor, Part 2 “External Questionnaire” which is the questionnaire
answered by the proposed Agent and Part 3 “Commercial References” which contains the
feedback on the proposed Agent provided by its Commercial References.
“Business Requestor” is the Employee who requests the services of an Agent.
“Compliance Due Diligence or CDD” is the process of gathering, verifying and evaluating
relevant facts and data about an Agent. Compliance Due Diligence is covered in Section 4.5
of this Standard.
“Compliance Re-certification” is an internal process for the periodic monitoring of an Agent

relationship as detailed in Section 4.7.2 of this Standard.
“Compliance Watch” is an external process for the continuous monitoring of an Agent

relationship as detailed in Section 4.7.3 of this Standard.
“Contract Manager” is Schlumberger’s Supplier Contract Manager or Client Contract

Manager as applicable.
“Corrupt Act” is the act of promising, offering, giving or authorizing the improper payment of
money, anything of value or favor to a government official or client, either directly or through
an intermediary, with the intent to influence business decisions for the benefit of
Schlumberger.
“Corruption Risk” is the risk that an Agent contracted by Schlumberger commits a Corrupt
Act.
“Employee” is an employee of Schlumberger.
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Agent Standard
“Government Official” is (a) any director, officer or employee of any government, or any
department, agency, instrumentality or entity controlled by the government (e.g., a National
Oil Company), (b) any person acting in an official capacity for or on behalf of any such
government, department, agency, instrumentality or entity, (c) any officer or employee of any
political party or faction, (d) any candidate for political office, or (e) any director, officer or
employee of any public international organization. “Government Official” includes immediate
family members of anyone described above.
“Mitigation Measure” is a control measure aimed at reducing a Corruption Risk to an

acceptable level or eliminating it.
“Procurement & Sourcing Supplier Manager / Leader” is any Procurement & Sourcing
Employee responsible for on-boarding suppliers.
“Red Flag” is any information that suggests a Corruption Risk with respect to the Agent.
“Schlumberger or the Company” is any company which is directly or indirectly, wholly or

majority owned or controlled by Schlumberger Limited.
4.2 Scope and ownership of Agent relationship management activities

The Agent relationship management activities are covered by the following two processes, as
described in Figure 2:
 “Agent set up and approval” which includes the Agent’s on-boarding up to the
contract’s set up and signature. The Procurement & Sourcing function is responsible
for the “Agent set up and approval”.
 “Agent Compliance monitoring” which includes the review and evaluation of Agents’
Corruption Risks through: (1) Compliance Re-certification, (2) Compliance Watch and
(3) other reviews led by operations and functions, covered by Section 4.7 of this
Standard.
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Agent Standard
4.3 Responsibilities
Figure 2 – Responsibilities in Agent relationship management activities
Agent set up and approval
1 2 3 4 5
ON-BOARD PERFORM SET UP
IDENTIFY APPROVE
COMPLIANCE DUE
BUSINESS NEED AGENT AGENT CONTRACT
DILIGENCE
 Business Requestor  Procurement &  Legal Counsel  Legal Counsel & Area  Contract Manager
Sourcing Supplier General Counsel
 Procurement &
Manager / Leader
Sourcing Supplier  GeoMarket Controller
Manager / Leader & Area Controller
 GeoMarket P&S
Manager & Area P&S
Manager
 GeoMarket Manager*
 Area President*
* Approvers for WesternGeco, SPM and EMS are provided in Appendix 1.

P&S = Procurement & Sourcing
Agent Monitoring
COMPLIANCE RE-CERTIFICATION COMPLIANCE WATCH

OTHER REVIEWS
Periodic monitoring Continuous monitoring
 Legal Counsel  Legal Counsel  Various SLB functions

 Procurement & Sourcing Supplier
Manager / Leader
4.3.1 Business Requestor
Business Requestor shall:

(a) provide the Procurement & Sourcing Supplier Manager / Leader with the
information required for on-boarding the Agent and performing CDD; and
(b) implement, follow up and close proposed Mitigation Measures.
4.3.2 Procurement & Sourcing Supplier Manager / Leader
Procurement & Sourcing Supplier Manager / Leader shall:

(a) be responsible for the set-up of the Agent and the coordination of the approval
and Compliance Re-certification;
(b) with the support of the Business Requestor, perform data collection as part of
Compliance Due Diligence including completion of the Agent Compliance
Questionnaire (Appendix 1);
(c) ensure the Agent Compliance Questionnaire is completed;
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Agent Standard
4.3.3 Legal Counsel
Legal Counsel shall:

(a) ensure consistency and accuracy of the information provided under Section 4.3.2
of this Standard;
(b) conduct and/or supervise Compliance Due Diligence, as outlined in Section 4.5
of this Standard;
(c) produce an Agent Compliance Due Diligence report including key findings,
identified Red Flags and related Mitigation Measures as applicable;
(d) issue a recommendation as to whether approve or reject an Agent;
(e) re-assess Agent Corruption Risk as part of the Compliance Re-certification and
take appropriate action, as defined in Section 4.7.2 of this Standard;
(f) investigate compliance alerts related to Agents as part of the Compliance Watch
as described in Section 4.7.3 of this Standard and decide on appropriate course
of action.
4.3.4 Senior Management
Senior Management refers to any manager involved in the Agent approval process, as
described in Section 4.6 of this Standard.
i. “Reviewers” are responsible for issuing a recommendation as to whether to
approve or reject an Agent. They shall:
(a) review Agent Compliance Due Diligence results along with all supporting
documentation;
(b) identify and assess Red Flags and related Mitigation Measures if
applicable;
(c) issue a recommendation for the Approver as to whether approve or
reject an Agent.
“Reviewers” include:
 Legal: GeoMarket Legal Counsel & Area General Counsel
 Procurement & Sourcing (P&S): GeoMarket P&S Manager & Area P&S
Manager
 Finance: GeoMarket Controller & Area Controller
ii. “Approvers” are responsible for approving or rejecting an Agent. They shall:
(a) validate Red Flags and related Mitigation Measures proposed by
“Reviewers”;
(b) identify and assess additional Red Flags and related Mitigation
Measures if applicable; and
(c) make final decision to either approve or reject an Agent.
“Approvers” include:
 GeoMarket Manager
 Area President
iii. For WesternGeco, EMS and SPM Reviewers and Approvers see Appendix 1.
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Agent Standard
4.3.5 Contract Manager
Contract Manager shall:

(a) negotiate contractual terms and conditions with the Agent, with the support of the
Business Requestor and/or relevant functions as necessary;
(b) set up and prepare contract for signature in compliance with Section 4.9 of this
Standard; and
(c) take appropriate action, as required, to renew or terminate a contract with an
Agent.
4.4 Risk Assessment
Agents are assessed, approved and managed using a risk based approach which classifies
Corruption Risks as Low, Medium or High.
The Agents risk classification is initially determined by the ACS scoring tool on the basis of
key Red Flags that are identified from the Agent Compliance Questionnaire. Such key Red
Flags include but are not limited to: country Corruption Perception Index (CPI), who
recommended the use of the Agent (client, government official, etc.) and expected
compensation scheme.
As a result of the Compliance Due Diligence, the ACS generated risk level may need to be
increased or decreased. This can only be done by the Legal Counsel with the appropriate
justification and documentation. Please refer to “Agent Due Diligence Procedure” listed in
Section 5 of this Standard for further details.
The Agent’s risk classification directly impacts:

 the required level of due diligence: increasing length of CDD time and scrutiny on
higher risk Agents, as described in Section 4.5 of this Standard;
 the approval process: higher level of management approval required for higher risk
Agents, as described in Section 4.6 of this Standard; and
 the monitoring efforts to be deployed after approval: more frequent reviews and
closer scrutiny for higher risk Agents, as described in Section 4.7 of this Standard.
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Agent Standard
Figure 3 – The risk based approach allocates more efforts to higher risk Agents
Due Diligence Approval Monitoring
Level 3
= Level 2 + additional Decision Periodic compliance
High sources (detailed at Area level reassessment
Risk interviews of Agents, every year
Level of effort and resources

references)
Level 2
= Level 1 + additional Decision Periodic compliance
Medium sources (databases, at GeoMarket level reassessment
Risk selected interviews, ...) every 2 years
Level 1 Decision
Basic data search, at GeoMarket level Periodic compliance
Low information in Agent when not automated reassessment
Risk Compliance in ACS every 3 years
Questionnaire
4.5 Compliance Due Diligence
The key objective of CDD is to reach a reasonable level of confidence that Schlumberger is
entering into a legitimate business relationship with a reputable and qualified Agent.
The level of CDD must be proportionate to each Agent’s Risk level. Three levels of CDD have
been defined: Level 1 for Low Risk Agents, Level 2 for Medium Risk Agents, and Level 3 for
High Risk Agents.
It is mandatory to conduct the level of CDD that matches the Agent’s risk level. Please refer
to the “Agent Due Diligence Procedure” for a description of each of the 3 levels of
Compliance Due Diligence.
Figure 4 – Compliance Due Diligence depth and scope increase with Agent Risk
Agent Risk Level Due Diligence Level
Due Diligence Level 3

High Risk +
Due Diligence Level 2

Medium Risk +
Due
Low Risk Diligence
Level 1
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Agent Standard
4.6 Approval
Only approved Agents are eligible to do business with Schlumberger. The Agent approval
process is described in Figure 5 and responsibilities of “Reviewers” and “Approvers” are
described in Section 4.3 of this Standard.
Figure 5 – Agent Approval Process for Low, Medium and High Risk Agents*
* The approval process for WesternGeco, EMS and SPM is specific and is provided in Appendix 1.
4.7 Agent Compliance Monitoring
4.7.1 Risk monitoring mechanisms
In a constantly changing risk environment, the Corruption Risks of any Agent must be
consistently reviewed and reassessed.
There are 3 mechanisms to support Agent Corruption Risks monitoring:
 Compliance Re-certification (periodic monitoring);
 Compliance Watch (continuous monitoring); and
 Other reviews.
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Agent Standard
4.7.2 Compliance Re-certification
Compliance Re-certification is a periodic process which aims at updating the Agent

compliance risk score.
The process requires the Agent to certify that all information provided in the last Agent
Compliance Questionnaire remains accurate and up to date at time of re-certification.
The frequency of Compliance Re-certification is linked to the Agent risk level:
Agent risk level Low Risk Medium Risk High Risk
Frequency of Re-
36 months 24 months 12 months
certification
When the Compliance Re-certification results in an increase of the Agent’s risk level, a
new Compliance Due Diligence must be conducted following rules outlined in Section
4.5 of this Standard. Accordingly, an approval process linked to the Agent’s new risk
level must be initiated in accordance with Section 4.6 of this Standard.
Otherwise, the Agent Compliance Re-certification should be documented and no
further action is required.
4.7.3 Compliance Watch
Compliance Watch is supported by an external provider who reports any compliance-

related alert or event pertaining to any Agent (e.g. conviction of the Agent on
corruption charges, negative press coverage, or a change in the Agent’s ownership
structure).
Any alert raised must be closely examined and investigated before making a decision
on the required course of action if any, including Agent contract termination.
4.7.4 Other reviews
The performance of Agents may also be covered by the reviews conducted across the
Company.
Any significant finding related to Corruption Risks revealed by any of these reviews
must be reported to the Legal Counsel.
4.8 Payments
Payments to Agents approved in accordance with this Standard must be legal under
applicable law and reflected fully and accurately in the appropriate accounting records as
required by FP24.
In order to approve an Agent’s invoice for payment, the authorized approver shall confirm
that the payment to be made is:
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Agent Standard
(a) related to real services rendered (with appropriate backup documentation and no
generic or unsupported line items on the invoice, e.g. “miscellaneous”,
“administration fees” or “additional services”);
(b) not in cash or cash equivalent (e.g. check made out to bearer);
(c) in the name of and related to an invoice issued by the Agent and in accordance
with the relevant contract; and
(d) made in the country of operations or in the country where the Agent has
performed the services or has an established presence.
4.9 Agent contracts-compliance requirements
Each contract with an Agent must include the standard business conduct clauses listed in
Appendix 3.
4.10 Urgent approval requests and other exemptions
4.10.1 Urgent approval requests
When the anticipated timing for Agent approval is not in line with the business need,
the Business Requestor may submit an urgent approval request. Such requests must
remain exceptional and can only be approved by the Area President.
Any urgent approval request must be duly justified by the Business Requestor, clearly
outlining reasons for not following the procedure described in this Standard.
The Legal Counsel must conduct an initial Compliance Due Diligence based on the
information available on the prospective Agent at the moment of the request.
The urgent approval request shall be submitted for review by the GeoMarket Manager,
who will decide whether this request needs to be escalated to the Area President for
approval. Please refer to Appendix 1 for urgent approval requests for WesternGeco,
EMS and SPM.
For any Agent approved through the urgent approval request, a complete CDD must
be performed and the appropriate approval obtained in accordance with Section 4.6 of
this Standard. If the Agent is ultimately rejected, the Contract Manager must take
appropriate action to terminate the contract.
4.10.2 Other exemptions
Any other exemption from the requirements of this Standard can only be granted by
the authorized approver(s) in accordance of Section 4.3.2 of the Management of
Change and Exemption Standard.
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Agent Standard
4.11 Questions
If you have any questions or require any additional information about this Standard, you
should contact your direct or functional manager. If this is not practical, contact a member of
the Personnel, Legal, or any other relevant department or function or the Schlumberger
Director of Compliance.
5. References
1. The Blue Print in Action – Our Code of Conduct

2. Agent Due Diligence Procedure
3. Agent Compliance System Role Definitions
4. FP24 Compliance with Business Ethics, Anticorruption and Financial Reporting Requirements
5. Business Gifts, Entertainment and Donations Standard
6. Ethics and Compliance Event Reporting and Management Standard
7. Procedure for Sponsoring Travel of Non-Schlumberger Personnel
8. Supply Chain Services Standards and Procedures (including Supplier Relationship
Management)
9. Supply Chain Services Contract Templates (including Anticorruption, Business Ethics and
other clauses)
10. Management of Change and Exemption Standard
11. Contractors Management Standard
6. List of Appendices
The following Appendices are attached and can also be found at www.integrity.slb.com.
Appendix 1: Agent Approval Process for WesternGeco Marine, EMS and SPM
Appendix 2: Agent Compliance Questionnaire
Appendix 3: Model Business Conduct clauses for supplier agreements
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Agent Standard

Release Date: February 1st, 2015

Owner: Yann Aubin

Authors: Michael Hantel, Firdous Jan Jan Mohamed, Ryan

Copyright © 2013 Schlumberger, Unpublished Work. All rights reserved.

Trademarks & service marks

Approved by Yan Aubin, Director of Compliance

4. Implementation and Monitoring ........................................................................................... 6

4.1 Definitions .................................................................................................................... 6

4.2 Scope and ownership of Agent relationship management activities ............................. 8

4.3 Responsibilities ............................................................................................................ 9

4.3.1 Business Requestor .............................................................................................. 9

4.3.2 Procurement & Sourcing Supplier Manager / Leader ............................................ 9

4.3.3 Legal Counsel ......................................................................................................10

4.3.4 Senior Management.............................................................................................10

4.3.5 Contract Manager ................................................................................................11

4.4 Risk Assessment ........................................................................................................11

4.5 Compliance Due Diligence ..........................................................................................12

4.6 Approval .....................................................................................................................13

4.7 Agent Compliance Monitoring .....................................................................................13

4.7.1 Risk monitoring mechanisms ...............................................................................13

4.7.2 Compliance Re-certification .................................................................................14

4.7.3 Compliance Watch ...............................................................................................14

4.7.4 Other reviews.......................................................................................................14

4.8 Payments ....................................................................................................................14

4.9 Agent contracts-compliance requirements ..................................................................15

4.10 Urgent approval requests and other exemptions .........................................................15

4.10.1 Urgent approval requests .....................................................................................15

4.10.2 Other exemptions ................................................................................................15

4.11 Questions ...................................................................................................................16

4. Implementation and Monitoring

“Agent” is a third party - individual or entity - authorized to act for or on behalf of

Figure 1 – Examples of Agents

Agents representing Schlumberger before Agents representing Schlumberger before

 Visa permits Agents  Sales Agents

“Agent Compliance Questionnaire” is a document used as part of the compliance due

“Business Requestor” is the Employee who requests the services of an Agent.

“Compliance Re-certification” is an internal process for the periodic monitoring of an Agent

“Compliance Watch” is an external process for the continuous monitoring of an Agent

“Contract Manager” is Schlumberger’s Supplier Contract Manager or Client Contract

“Employee” is an employee of Schlumberger.

“Mitigation Measure” is a control measure aimed at reducing a Corruption Risk to an

“Schlumberger or the Company” is any company which is directly or indirectly, wholly or

4.2 Scope and ownership of Agent relationship management activities

Figure 2 – Responsibilities in Agent relationship management activities

Agent set up and approval

* Approvers for WesternGeco, SPM and EMS are provided in Appendix 1.

COMPLIANCE RE-CERTIFICATION COMPLIANCE WATCH

 Legal Counsel  Legal Counsel  Various SLB functions

4.3.1 Business Requestor

Business Requestor shall:

4.3.2 Procurement & Sourcing Supplier Manager / Leader

Procurement & Sourcing Supplier Manager / Leader shall:

4.3.3 Legal Counsel

Legal Counsel shall:

4.3.4 Senior Management

4.3.5 Contract Manager

Contract Manager shall:

4.4 Risk Assessment

The Agent’s risk classification directly impacts:

Due Diligence Approval Monitoring

Level of effort and resources

4.5 Compliance Due Diligence

Agent Risk Level Due Diligence Level