Code of Ethics & Business Integrity

Creating land for the future

 Foreword 3

Our core values - STRIVE 4

Compliance with our code 5

Protecting our people 6

Preventing Discrimination and Harassment 7
Equal Opportunities 7
Data Protection 7
Health and Safety 8
Drugs and Alcohol 8
Security 8

Protecting company assets 11

Physical Assets 11
Confidential Communication 11
External Communication 11

Ethical business practices 12

Anti-Bribery and Anti-Corruption 12
Facilitation Payments 12
Gifts and Hospitality 12
Anti-Trust and Competition 12
Third Parties 15
Private Individuals or Privately Owned Companies 15
Public Officials 15
Anti-money Laundering and Counter Terrorism Financing 15
Accounting Standards and Records 15
Engaging in Corporate Social Responsibility 16
Communities 16
Human Rights 16
Sound ethical decision making 17

Raising and reporting integrity issues 18

Disciplinary measures 18

2
FOREWORD
Dear colleagues,
For more than 140 years, DEME has delivered activities
and solutions in dredging, land reclamation, hydraulic
engineering, services for the offshore oil, gas and
renewable energy sectors and environmental works.
We conduct these activities in line with the highest
quality, health, safety and environmental standards and
always with due respect of our employees, customers and
subcontractors.
Our STRIVE values - an acronym for Safety, Technical
Leadership, Respect & Integrity, Innovation, Value
Creation and Environment - are key contributors to our
success. They serve as a compass that guides the way we
work with our business partners, within communities, and
with each other.
In order to encourage further innovation, to sustain our
values, and to guarantee durable results, we are providing
this Code of Ethics and Business Integrity to each and
every employee at DEME to help you align with our
core values. Complying with the Code paves the way for
stronger relationships - by enhancing trust between DEME
and our stakeholders – and for a transparent business.
The principles of the Integrity Policy are both simple and
clear: comply at all times with the applicable laws and
regulations, act with integrity and honesty and avoid
inappropriate behaviour, or even the appearance thereof.
It is the personal responsibility and obligation of every
company representative, manager and employee to
adhere to these principles.
This Code provides useful guidance in making sound
ethical business decisions in your day-to-day work and to
inspire dialogue about key ethics and compliance issues
that you may face.
Our ethical reputation was built up over the years and can
be harmed by just one employee’s thoughtless actions.
Please join me in demonstrating the highest level of
integrity in all of our business decisions. This Code will
help us meet that standard each and every day.
Sincerely,
Alain Bernard - CEO DEME
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 OUR CORE VALUES
DEME’s core values reflect our unshakable belief
in the quest to deliver excellence. They serve as
a compass that guides the way we work with our
business partners, within communities, and with
each other.
For further information with regards to
our core values (STRIVE) we refer to DEME’s
Mission, Vision and Values Statement.
The DEME Code of Ethics and Business Integrity (our Code) further
clarifies the values respect and integrity. The backbone of the Code
is based on the general principle that we should always act with
honesty and integrity in all matters. DEME defines integrity as doing
the right thing. Furthermore, we should always comply with all local
and international laws and regulations.
The purpose of our Code is to help employees engage in the right
behaviour and to align with DEME’s core values. Complying with
the Code paves the way for stronger relationships – by enhancing
trust between DEME and its stakeholders. Our Code and its affiliated
documents provide useful guidance in making sound ethical business
decisions in our day-to-day work and to inspire dialogue about key
ethics and compliance issues that we may face.

Safety
The safety, health, and well-being
of our employees and customers
are DEME’s num-ber one priority.
Everyone has the right to work in
a safe environment free of risk and
injury at all times.
Technical Leadership
DEME has the technical ambition and
capability to achieve the highest performance
and optimisation level, allowing us to be
‘best-in-class’ through the performance of
our worldwide activities.
Respect &
Integrity
We appreciate talent, value dedication and
recognise and promote individuality and
diversity that exists within people from all
walks of life and from all backgrounds. This
is demonstrated through the integrity of
our personal behaviour.

Innovation
Innovation is the cornerstone
of DEME's achievements.
We continuously push our
business boundaries by
developing new, value adding
services and solutions.
4
Environment
With respect for people and planet,
we endeavour to develop our
worldwide activities in a sustainable,
responsible and protective way to
Value Creation minimise the impact on environments
and communities.
We take result-driven decisions and act accordingly to
ensure sustainable and long-term growth for the well-
being and benefit of our stakeholders. Through proper
planning of clear objectives, recording of real facts,
analysing of variations and taking of corrective actions,
we are implementing the necessary financial discipline
to guarantee the achievement of these objectives.
COMPLIANCE
WITH OUR CODE
Our Code is applicable worldwide to all directors, company
representatives, staff, full- and part-time employees (permanent
and temporary), whether working under a contract or on a freelance
basis for DEME or its subsidiaries (the Personnel).
It is our personal responsibility and obligation to adhere to the
principles of the Code. These principles are both simple and clear:
at all times, comply with the applicable laws and regulations, act in
integrity and honesty and avoid inappropriate behaviour, or even the
appearance thereof. To help us herewith we are required to follow
regular training sessions and complete the certification process to
make sure that we understand the Code and apply it properly in all
our daily activities.
As we operate throughout the world, multiple jurisdictions with
different laws and regulations are applicable to us. Therefore we
must always act in compliance with the laws and regulations in force.
Should local legislation allow actions that are not in accordance
to our Code, our Code prevails. Should any question arise in this
respect, advice from the Compliance Officer is to be sought.
Moreover, we also expect any Third Party we do business with to
respect and act according to our high values and ethical principles.
5
 PROTECTING OUR PEOPLE
Preventing Discrimination
and Harassment
All persons at DEME shall be treated equally with dignity and
respect, regardless of their personal traits, beliefs or national or
ethnic origin, culture, religion, age, gender and sexual orientation,
political conviction, mental or physical ability. We commit ourselves
to providing a workplace where all employees are treated fairly and
free of discrimination.
Equal Opportunities
As an international player we strongly believe this should be reflected
in the composition of our workforce. This can only be achieved if
we ensure that everybody is treated the same way and has equal
access to opportunity. We use the same criteria for employment and
promotion for our worldwide activities. Personnel are recruited and
promoted based on their personal competencies, contribution and
potential.

In addition, any form of harassment and/or bullying will not be

tolerated. Any behaviour that has the purpose or that results in
creating an intimidating, offensive, degrading or humiliating work
environment is strictly prohibited.
A safe workplace implies a work setting without any violence.
Physical assault, threatening behaviour, or verbal abuse occurring in
the work setting is also strictly prohibited.
Data Protection
Everybody within DEME provides personal information which is
key for the successful operation of the company. This information
shall only be used for appropriate business purposes and is properly
safeguarded.
Anyone who has access to such information must treat it confidentially
and in accordance with all applicable legal requirements, including
local laws on privacy and data protection. This information shall not
be shared without authorisation and only for the strict purpose of a
business need.

“All persons at
DEME shall be
treated equally
with dignity
and respect”

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7
 PROTECTING OUR PEOPLE
Health and Safety
We have an extensive programme of instructions and measures
that guide every employee towards working in a healthy and safe
environment, in all operations, at all times, in which the training of
each individual employee is crucial.

To maintain DEME’s carefully built up and valuable reputation in

this respect, compliance with our quality processes and safety
requirements is key for every individual working directly or indirectly
for DEME. There is no place for compromises in health and safety.

The company strives to provide each employee with a safe and healthy
working environment. We all have the responsibility to maintain a
safe and healthy workplace for others and ourselves by complying
with health and safety rules and practices, and by reporting accidents,
injuries and unsafe equipment, practices or conditions.

For further details we refer to the Health and Safety Policy or

contact our QHSE-S Department.

Drugs and Alcohol

The use of alcohol and drugs in the workplace is not tolerated.
Employees under the influence of alcohol or drugs while reporting
to work will be sanctioned. For further information we refer to our
Drugs and Alcohol Policy.

Security
In order to create a safe and secure workplace we expect each employee
to act in a security conscious way and to make sure that external parties
(visitors, contractors, consultants, temporary staff, etc.) present on our
premises or handling our information act accordingly. For this purpose
all Personnel should immediately report any security related incident or
concern to DEME’s Enterprise Security Officer.

For further information we refer to our Security Policy.

“Health and safety:

our number one priority”
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9
10
PROTECTING
COMPANY ASSETS
Physical Assets We have to handle this information with the necessary precautions
and not use it carelessly, e.g. do not leave your laptop/tablet, mobile
A physical asset is something that DEME acquired, owns or holds in
phone, bag/briefcase, documents, correspondence, files, lists or any
the broadest sense, and that has or can have a monetary value (e.g.
other similar information unattended.
equipment, vehicles, tools and supplies, etc.).
Any information that you created or received during your employment
All DEME employees shall use physical company assets in an efficient,
remains DEME property. When your contractual relationship with
correct and legitimate way. DEME employees can use the physical
DEME ends you are obliged to return this information and in addition
company assets solely for business purposes related to DEME’s
you should protect any intellectual property and confidential
activities. We are all obliged to manage the physical company assets
information even after your departure.
with due care and shall safeguard and protect DEME’s assets to the
best of our abilities from amongst others: loss, damage, misuse and
fraud. Any type of theft, fraud or embezzlement of company assets
External Communication
will not be tolerated.
All external communication is centralised through our internal and
At the end of the contractual relationship with DEME we are obliged external communications department. You may never assume the
to return all the physical assets of DEME that we received during our role as spokesperson of DEME unless specifically authorised.
career. Social media has become part of our daily life and is a very effective
communication tool. However everybody should understand that
careless use can pose unnecessary risks for DEME’s reputation
Confidential Information or confidential information. To prevent this DEME has provided
parameters and clear guidelines when using social media.
Intellectual property and confidential information must be
safeguarded at all times. We are only allowed to disclose information
For further details and information we refer to our Social Media
to third parties when we are authorised or legally required to do
Policy.
so. We must only use the intellectual property of DEME and any
confidential information for what it is intended for. This means that
you can only reveal this information with colleagues who have a
business need to know it. We also have to be careful that this doesn’t
happen unintentionally, e.g. in public places.

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 ETHICAL BUSINESS PRACTICES
Anti-Bribery and Anti-Corruption
DEME is committed to conducting its business with integrity.
Therefore we do not and will not tolerate corruption or bribery in
any form.
No one within DEME shall at any time offer, promise, give, request,
agree, receive or accept bribes. As such, we must be extremely
careful in our business dealings as a bribe can take many forms and
is not always obvious.
Facilitation Payments
Facilitation payments are usually small payments or gifts that are
made to a government or public officials in order to speed up or
facilitate actions or processes that the official is obliged to do, even
without a payment or gift.
We don’t make a distinction between bribery and facilitation payments.
Facilitation payments - large or small - are prohibited.
Payments made in situations where we are confronted with extortion
or exertion of force will not be considered as Facilitation Payments.
These are situations where your safety or liberty or that of a family
member or colleague is under threat and there is no alternative but
to pay. These extortion payments will therefore be permissable under
such duress but must be immediately reported to your manager and
the Compliance Officer.
“DEME is
committed to
conducting its
business with
integrity”
12
Gifts and Hospitality
With gifts or hospitality in general we should always be very careful.
They can contribute to successful working relationships in appropriate
circumstances to a certain extent but can easily create an impression
of influencing an action or a decision.
As a general rule Personnel should only give or accept gifts or
hospitality where it is reasonable, proportionate and appropriate
in the circumstances, and never in order to secure any improper
advantage, or to influence a business decision.
For further details and information we refer to our Anti-Corruption
Policies.
Anti-Trust and Competition
Anti-trust/competition violations distort equal competition between
companies and the correct functioning of the economy. DEME must
comply with the applicable anti-trust/competition laws and strives
to do fair business with its stakeholders. These laws prohibit a
variety of business practices that restrict free and fair competition
and violations are subject to severe penalties. Laws can differ from
country to country and are usually very complex. As this area is not
straightforward you have to seek guidance from the Compliance
Officer in case of any doubts.
We shall not enter into any understanding, agreement, plan or
scheme, express or implied, formal or informal, with any competitor
in regard to prices, terms or conditions of sale or service, production,
distribution, territories or customers.
For further details we refer to our Anti-Trust Policy.
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14
ETHICAL BUSINESS PRACTICES
Third Parties
In our daily business we also deal with individuals whom are not
employed by DEME or entities which are not owned or controlled by
DEME and who provide services or engage in business activities with
or on behalf of DEME (Third Parties). They can be either governmental
or non-governmental individuals/companies.
Private Individuals or Privately Owned Companies
We can be held legally liable for the actions of Third Parties such as
subcontractors. Hence we have the obligation to notify Third Parties
about our Code and DEME’s zero tolerance approach to corruption at
the start of any relationship and, as appropriate, thereafter. We need
to ensure that any Third Party we are doing business with complies
with our Code as we are expected to. Therefore, we should perform
compliance check when selecting any Third Party we would like to
do business with. In the course of the business process we shall
regularly monitor our business partners to prevent any misconduct.
Public Officials
Due to our business activities we regularly interact with public
officials. In most countries laws for interacting with public servants
are stricter than laws for dealing with employees of privately owned
companies. You should always know and strictly adhere to the laws,
regulations or rules that apply and exercise extra caution when
interacting with public officials. In case of doubt we should seek
guidance from the Compliance Officer.
“Third Parties we do
business with, must act
with the same ethical
standard as we do”
Anti-Money Laundering and
Counter Terrorism Financing
Money laundering is the channeling of money generated from illegal
activities through legitimate entities in order to conceal the source
of the funds or give the source an appearance of legality. Money
laundering also includes money that is used to fund criminal activities
including terrorism.
While this is a worldwide problem we should always act diligently
and must be on the look-out for unusual and suspicious activities
in the way payments are made or requested. For further details, we
refer to our Outgoing Payments Policy.
When confronted with irregularities or anything out of the ordinary
you must report this immediately to your manager who will notify the
Compliance Officer if the suspicions are confirmed.
International Trade Laws
As we do business across the globe we are subject to many different
international trade laws and regulations. We commit to comply with
the applicable laws of the countries we are working in.
We must also make sure that we comply with the applicable national
and multinational sanction regulations. These sanctions prohibit for
example certain activities or payments or hiring people that are listed
in the regulations.
Accounting Standards and Records
In order to make sure we have correct information regarding our
financial records we must all take care that data or information we
provide is complete, reliable and accurate. This includes, but is not
limited to internal & external financial reporting, expense reports,
invoices, payrolls, employee records, operating reports, etc. All such
information can have an impact on the business strategy and decision
making and is vital to the company. Incomplete, false or misleading
information can lead to wrong business decisions and in some cases
even violates the law.
DEME works according to accounting standards and procedures that
are key for our obligation to provide full and transparent disclosure
to stakeholders and regulatory authorities.
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 ETHICAL BUSINESS PRACTICES
Engaging in
Corporate Social Responsibility
Corporate Social Responsibility (CSR) is about people, the planet and
prosperity. For us this means that all business units always strive to
do business sustainably in respect of communities, human rights and
the environment.
Communities
DEME strives to create a positive influence on the communities in which
we work, not only by charitable donations but more importantly, by
developing and implementing sustainable programmes around our
projects. We provide opportunities for the communities by training
and mentoring to help them create their own future.
The DEME 4 Life Foundation was created to oversee all these
initiatives.
Human Rights
Respect for the individual is key for DEME and at the heart of our
core values. We respect and protect human rights and ensure that we
do not exploit anyone, wherever we work in the world. Everybody we
do business with must uphold the same standard.
We will never tolerate slavery, child labour, forced or compulsory
labour or human trafficking. We respect the fundamental rights and
freedoms as declared in the United Nations Universal Declaration of
Human Rights.
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Social Dialogue
At DEME we are convinced that social dialogue and open
communication between employees and management is the most
successful way to operate our business. To ensure an effective social
dialogue it should always be organised in accordance with the local
laws and regulations of the countries we work in. DEME supports an
open dialogue regarding working conditions without fear of reprisal.
Environment
In our business processes and operations we aim to minimise the
impact on the environment. We will not only ensure that we comply
with all applicable laws and regulations, as well as standards and
practices within our market/business, but we strive to innovate new
technologies and processes to minimise our working impact and to
protect the environment.
We are convinced that our innovative business solutions are
futureproof and support the needs of the present and future
generations. Here our focus areas are:
• clean and affordable energy supply
• the circular economy
• climate resilient and adaptive waterborne infrastructure.
For further details we refer to our Environmental Policy.
“In case of doubt,
seek guidance”
Sustainable Development Goals
In 2016 we committed ourselves to the Belgian Sustainable
Development Goals Charter, which is an implementation of the
United Nations Sustainable Development Goals (UN SDGs). Here
we recognise the interdependence between the roles of the private
sector, civil society and public sector, and the increasing need for PE
OPLE
these actors to work together – as true partners – in crafting impactful
business solutions to common global challenges. This to help realise
the international 2030 agenda for sustainable development. This will
5 “P”
stimulate actions and investments in areas of critical importance for UNITED NATIONS
humanity and the planet. GOALS FOR PL
PEACE ANET
A SUSTAINABLE
BUSINESS
DEME is committed to the full spectrum of sustainability covering the
SDGs, which are clustered in the so- called five ‘P’s: planet, people,
prosperity, peace and partnership.

For further details we refer to our Sustainability Policy.

PA

IP
R
P
R

Y
O
SP E RIT TNERSH
Sound Ethical Decision Making
The principles described in the Code cannot cover all daily situations.
In all actions we should assess the appropriateness according to the
following guidelines to make sure there is no breach of our Code and
its corresponding policies.

• Is it legal?
• Is it consistent with our Code?
• Am I setting the right example?
• Would I want people to read this in the newspaper?
• Can I consult someone else?
• Who else might be affected by my decision?
• How would this affect our shareholders?

When in doubt we should always seek guidance from our supervisor

or another manager we trust, the Compliance Officer and/or a
representative of the relevant department.

We will update our Code continuously to make sure that it is in

accordance with changes in laws, policies and best practices. The
most current authorised version of our Code can be found on our
website: www.deme-group.com.

17
 RAISING AND REPORTING
INTEGRITY ISSUES
We all have the obligation to promptly report any known or suspected
violations of the Code, as well as any violation of applicable laws and
regulations. Infractions shall be reported by mail to compliance@
deme-group.com. If you need guidance about whether a situation
violates the Code or if you have any questions about an compliance
issue please contact your supervisor or another manager you trust,
the Compliance Officer.

Reprisal, threats or retaliation against any person who has reported

a violation in good faith or who is assisting in an investigation,
is prohibited. Any such retaliation is itself a violation of the Code
and will result in disciplinary measures. DEME will always take the
necessary measures to protect employees.

Reporting misconduct – actual or suspected – allows us to investigate

problems, stop any misconduct and prevent future issues. The
Compliance Officer will lead such investigations and we are all expected
to fully support them and cooperate with any investigation.

DISCIPLINARY MEASURES
If there is a violation of the Code, the Management Team will
sanction the relevant employee(s) in accordance with the procedures
and policies of DEME. Disciplinary measures can result in dismissal
or any other legal actions necessary to preserve DEME’s interests.

“Please report any known or

suspected violations of our Code”
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19
Haven 1025 - Scheldedijk 30
B-2070 Zwijndrecht, Belgium
T +32 3 250 52 11
info.deme@deme-group.com
www.deme-group.com

16483_GB - September 2017