EXHIBIT 14.1
NOBLE CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
INTRODUCTION
From Noble's earliest beginnings, the philosophy and character of the
organization and the management style they imply have been created and nurtured.
We refer to this philosophy as "The Noble Way." The Noble Way comprises a point
of view or an attitude about people and the way business should be conducted.
The Noble Corporation Code of Business Conduct and Ethics, which is set
forth below, is more than a summarization of Noble's policies and procedures.
The Code distills certain overarching core values from the principles embodied
in The Noble Way. As values, they are not subject to abrogation for the sake of
expediency or in the name of profits
This Code of Business Conduct and Ethics covers a wide range of
business practices and procedures and is intended to codify, clarify and amplify
the Company's long-standing policies in these areas. It is the personal
responsibility of each employee to observe the standards of conduct and other
requirements of this Code whether or not these standards and requirements are
also imposed by law. If a law conflicts with a policy in this Code, you must
comply with the law; however, if a local custom or policy conflicts with this
Code, you must comply with the Code. This Code shall serve as a touchstone for
every employee in the conduct of his or her day-to-day work activities. This
Code provides general guidelines that are further strengthened and complemented
by the Company's Administrative Policy Manual (the "Manual"). All employees of
the Company are responsible for compliance with all aspects of the Code and
Manual. Any suspected violation of this Code or the Manual should be reported in
accordance with Section 13 (Reporting any Illegal or Unethical Behavior) and
Section 15 (Compliance Procedures) of this Code. Those who violate the standards
in this Code will be subject to disciplinary action, including potential
dismissal from the Company. If you are in a situation that you believe may
violate or lead to a violation of this Code, follow the guidelines described in
Section 15 (Compliance Procedures) of this Code.
Procedures for expressing concerns about accounting, internal
accounting controls or auditing matters are set forth in Section 8 (Procedures
for Expressing Concerns about Accounting and Auditing Matters) of this Code.
Sections 1 (Compliance with Laws, Rules and Regulations), 2 (Honest and
Ethical Conduct; Conflicts of Interest), 14 (Full and Fair Disclosure; Periodic
Reports and Government Filings) and 16 (Other Provisions Applicable to Covered
Executives and Financial Professionals) of this Code also constitute the
Company's Code of Ethics, as contemplated by Section 406 of the Sarbanes-Oxley
Act of 2002, applicable to its Chief Executive Officer, Chief Financial Officer,
Chief Accounting Officer and other professionals serving in a finance, treasury,
tax or investor relations role ("Covered Executives and Financial
Professionals").
1. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Obeying the law, both in letter and in spirit, is the foundation on
which this Company's ethical standards are built. All employees must respect and
comply with applicable laws, rules and regulations of the jurisdictions in which
we operate. Although not all employees are expected to know the details of these
laws, it is important to know enough to determine when to seek advice from
supervisors, managers or other appropriate personnel. Employees should bring to
the attention of appropriate senior management evidence of a material violation
of laws, rules or regulations by the Company or anyone acting on its behalf.
From time to time, the Company may hold information and training sessions to
promote compliance with applicable laws, rules and regulations, including, among
others, applicable securities laws relating to insider trading.
2. HONEST AND ETHICAL CONDUCT; CONFLICTS OF INTEREST
In carrying out their duties and responsibilities, employees should
engage in and promote honest and ethical conduct, including the ethical handling
of actual or apparent conflicts of interest between personal and professional
relationships. Employees should strive to identify and raise potential issues
before they lead to problems.
A "conflict of interest" exists when an individual's personal interest
is adverse to or otherwise in conflict with the interests of the Company. A
conflict situation can arise when an employee, officer or director takes actions
or has interests that may make it difficult to perform his or her Company work
objectively and effectively. Conflicts of interest may also arise when an
employee, officer or director, or members of his or her family, receives
improper personal benefits because of his or her position in the Company. Loans
to, or guarantees of obligations of, employees and their family members may
create conflicts of interest. It is almost always a conflict of interest for a
Company employee to work simultaneously for a competitor, customer or supplier.
You are not allowed to work for a competitor as a consultant or board member.
The best policy is to avoid any direct or indirect business connection with our
customers, suppliers or competitors, except on our behalf.
Conflicts also arise when Company assets and properties are used for
personal gain and Company business opportunities are usurped for personal gain.
Employees, officers and directors are prohibited from taking personally for
themselves opportunities that are discovered using corporate property,
information or position, or which are developed on Company time, without the
consent of the Board of Directors of the Company. Furthermore, no employee may
use corporate property, information, or position for improper personal gain, and
no employee may compete with the Company directly or indirectly. Employees,
officers and directors owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises.
Conflicts of interest are prohibited as a matter of Company policy,
except under guidelines approved by the Board of Directors of the Company.
Conflicts of interest may not always be clear-cut, so if you have a question,
you should consult with higher levels of management. Any employee, officer or
director who becomes aware of a conflict or potential conflict should bring it
to the attention of a supervisor, manager or other appropriate personnel or
consult the procedures described in Section 15 (Compliance Procedures) of this
Code. The provisions of this Section 2 are further supplemented by the Company's
Conflict of Interest Letter that all employees are required to sign. Employees
must comply with the provisions of such letter.
3. INSIDER TRADING
Employees who have access to confidential information about the Company
are not permitted to use or share that information for stock trading purposes or
for any other purpose except the conduct of our business. All non-public
information about the Company should be considered confidential information. To
use non-public information for personal financial benefit or to "tip" others who
might make an investment decision on the basis of this information is not only
unethical but also illegal.
In addition, because of their high potential for abuse and because they
constitute a "bet" on the short-term performance of the Company's stock, the
Company has had a long-standing policy against employees, officers and directors
or their family members engaging in trading of publicly traded options on the
Company's stock or engaging in short sales of the Company's stock. The Company's
policies on trading by employees, officers and directors, and their family
members is set forth in the Company's Policy on Trading in Company Stock. If you
have any questions regarding the Company's trading policies, please consult this
Policy. For further questions, please contact the Company's Corporate Secretary.
4. COMPETITION AND FAIR DEALING
We seek to outperform our competition fairly and honestly. We seek
competitive advantages through working smarter and harder than our competition,
never through unethical or illegal business practices. Each employee should
endeavor to respect the rights of and deal fairly with the Company's customers,
vendors, competitors and employees. No employee should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other intentional unfair dealing
practice.
The purpose of business entertainment and gifts in a commercial setting
is to create good will and sound working relationships, not to gain unfair
advantage with customers. No gift or entertainment should ever be offered,
given, provided or accepted by any Company employee, family member of an
employee or agent unless it: (1) is not a cash gift, (2) is consistent with
customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff and (5) does not violate any U.S. or foreign
laws, rules or regulations including, among other laws, the Foreign Corrupt
Practices Act described in Section 11 (Payments to Government Personnel and
Others)
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and in the Company's Conflict of Interest Letter referred to in Section 2
(Honest and Ethical Conduct; Conflicts of Interest). Please discuss with your
supervisor any gifts or proposed gifts which you are not certain are
appropriate.
5. DISCRIMINATION AND HARASSMENT
The diversity of the Company's employees is a tremendous asset. We are
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate any discrimination or harassment or any kind. Examples include
derogatory comments based on racial or ethnic characteristics and unwelcome
sexual advances.
6. HEALTH AND SAFETY
The Company strives to provide each employee with a safe and healthful
work environment. Each employee has responsibility for maintaining a safe and
healthy workplace for all employees by following safety and health rules and
practices and reporting accidents, injuries and unsafe equipment, practices or
conditions. Violence and threatening behavior are not permitted. Employees
should report to work in condition to perform their duties, free from the
influence of illegal drugs or alcohol. The use of illegal drugs in the workplace
will not be tolerated.
7. RECORD KEEPING
The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. Accurate and honest
reporting of hours worked, including medical absences and vacation time, are
essential. Many employees regularly use business expense accounts, which must be
documented and recorded accurately. If you are not sure whether a certain
expense is appropriate, legitimate, or reasonable, ask your supervisor or your
manager prior to incurring such expenses.
All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the
Company's transactions and must conform both to applicable legal requirements
and to the Company's system of internal controls. Unrecorded or "off the books"
funds or assets should not be maintained unless permitted by applicable law or
regulation.
Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterizations of people and companies. This applies equally to e-mail,
internal memos and formal reports. In the event of any actual or reasonably
anticipated litigation or governmental investigation, please consult the
Company's General Counsel, prior to the destruction of any documents related to
such litigation or governmental investigation.
8. PROCEDURES FOR EXPRESSING CONCERNS ABOUT ACCOUNTING AND AUDITING
MATTERS
Any employee of the Company may submit a good faith expression of
concern regarding accounting or auditing matters to the Company without fear of
dismissal or retaliation of any kind. The Audit Committee of the Board of
Directors of the Company will oversee treatment of employee concerns in this
area.
The Audit Committee has established the following procedures for (i)
the receipt, retention and treatment of complaints regarding accounting,
internal accounting controls, or auditing matters and (ii) the confidential,
anonymous submission by employees of concerns regarding questionable accounting
or auditing matters.
Employees or others with concerns regarding accounting, internal
control or auditing matters may report their concerns to the Company's Senior
Vice President - Finance and Chief Financial Officer. Employees may make
submissions on a confidential or anonymous basis to the NobleLine by phone,
email or regular mail. The contact information for the NobleLine is listed in
Section 15 (Compliance Procedures). If for any reason an employee believes
submission of the concern to the NobleLine would be inappropriate, the
submission may instead be made to the Chairman of the Audit Committee in an
envelope marked "Confidential" and addressed to the "Chairman of the Audit
Committee" in care of the Company's Corporate Secretary.
These procedures relate to concerns relating to any questionable
accounting or auditing matters, including, without limitation, the following:
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- fraud or deliberate error in the preparation, evaluation,
review or audit of any financial statement of the Company;
- fraud or deliberate error in the recording and maintaining of
financial records of the Company;
- deficiencies in or noncompliance with the Company's internal
accounting controls;
- misrepresentation or false statement to or by a senior officer
or accountant regarding a matter contained in the financial
records, financial reports or audit reports of the Company; or
- other failure of the Company's financial statements to present
fairly, in all material respects, the financial condition and
results of operations of the Company.
A submission should include a description of the questionable
accounting, internal control or auditing matter in as much detail as can
reasonably be provided. Upon receipt of a submission, a determination will be
made whether it actually pertains to accounting, internal control or auditing
matters. When possible, or unless an employee submission is made anonymously,
receipt will be acknowledged to the sender. Submissions relating to accounting,
internal control or auditing matters will be reviewed under Audit Committee
direction and oversight by the Company's Senior Vice President - Finance and
Chief Financial Officer, internal audit or such other persons as the Audit
Committee determines to be appropriate. Confidentiality of employee submissions
will be maintained to the fullest extent possible, consistent with the need to
conduct an adequate review.
Prompt and appropriate corrective action will be taken when and as
warranted in the judgment of the Audit Committee. The Company will not
discharge, demote, suspend, threaten, harass or in any manner discriminate
against any employee in the terms and conditions of employment based upon any
lawful actions of such employee with respect to good faith reporting of concerns
regarding accounting, internal control or auditing matters or otherwise as
specified in Section 806 of the Sarbanes-Oxley Act of 2002.
A record will be maintained of all submissions made under this
procedure, tracking their receipt, investigation and resolution. Copies of
submissions will be maintained in accordance with the Company's document
retention policy.
9. CONFIDENTIALITY
Employees, officers and directors must maintain the confidentiality of
proprietary information entrusted to them by the Company, its customers and
joint venture partners, except when disclosure is authorized by the Chairperson
of the Company's Disclosure Committee or required by applicable laws or
regulations. The Chairperson of the Disclosure Committee is identified under the
"Corporate Governance" link on the Company's intranet. Proprietary and
confidential information includes all non-public information that might be of
use to competitors, or harmful to the Company or its joint venture partners, if
disclosed. It also includes information that vendors and customers have
entrusted to us and which is covered by confidentiality provisions of various
agreements with them. The obligation to preserve confidential and proprietary
information continues even after employment ends.
10. PROTECTION AND PROPER USE OF COMPANY ASSETS
All employees should endeavor to protect the Company's assets and
ensure their efficient use. Theft, carelessness, and waste have a direct impact
on the Company's profitability. Any suspected incident of fraud or theft should
be immediately reported for investigation. Company equipment should not be used
for non-Company business, though reasonable incidental personal use may be
permitted. The obligation of employees to protect the Company's assets includes
its proprietary information. Proprietary information includes, but is not
limited to, the Company's business plans, other trade secrets, engineering and
development ideas, designs, databases, records, salary information and any
unpublished financial data and reports. Unauthorized use or distribution of this
information would violate Company policy. It could also be illegal and result in
civil or even criminal penalties.
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11. PAYMENTS TO GOVERNMENT PERSONNEL AND OTHERS
The U.S. Foreign Corrupt Practices Act prohibits giving anything of
value, directly or indirectly, to officials of foreign governments or foreign
political candidates in order to obtain or retain business. It is strictly
prohibited to make illegal payments to government officials of any country. In
addition, the U.S. government has a number of laws and regulations regarding
business gratuities that may be accepted by U.S. government personnel. The
promise, offer or delivery to an official or employee of the U.S. government of
a gift, favor or other gratuity in violation of these rules would not only
violate Company policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar rules. The
Company's General Counsel can provide guidance to you in this area.
12. WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS
Any waiver of this Code for executive officers or directors may be made
only by the Board of Directors of the Company or a Board committee and will be
promptly disclosed as required by law or stock exchange regulation.
13. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR
Employees are encouraged to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and when in
doubt about the best course of action in a particular situation. It is the
policy of the Company not to allow retaliation for reports of misconduct by
others made in good faith by employees. Employees are expected to cooperate in
internal investigations of misconduct.
14. FULL AND FAIR DISCLOSURE; PERIODIC REPORTS AND OTHER GOVERNMENT FILINGS
It is the Company's policy that the information in its public
communications, including periodic reports and other filings with the Securities
and Exchange Commission, be timely and understandable and fair, complete and
accurate in all material respects. Employees with responsibilities related to
the preparation of these filings and communications, including Covered
Executives and Financial Professionals designated in the Introduction above,
should exercise diligence and care to do their part in acting in furtherance of
this policy. All employees are prohibited from knowingly misrepresenting,
omitting, or causing others to misrepresent or omit, material facts about the
Company to anyone having a role in the Company's financial reporting and
disclosure processes. Employees must not directly or indirectly take any action
to fraudulently induce, coerce, manipulate or mislead the Company's or its
subsidiaries' independent auditors for the purpose of rendering the financial
statements of the Company and its subsidiaries misleading, or direct anyone else
to do so. To the extent you believe that any of the Company's periodic reports
contain any materially false or misleading information, you are encouraged to
follow the procedures outlined in Section 15 (Compliance Procedures) below and
to report any concerns, if necessary, through the procedure described in Section
8 (Procedures for Expressing Concerns about Accounting and Auditing Matters)
above.
Covered Executives and Financial Professionals must promptly bring to
the attention of the Company's Disclosure Committee any material information of
which the employee may become aware that affects the disclosures made by the
Company in its public filings or otherwise, and to otherwise assist the
Disclosure Committee in fulfilling its responsibilities. In addition, each
Covered Executive and Financial Professional must promptly bring to the
attention of the Disclosure Committee any information he or she may have
concerning (a) significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record, process,
summarize and report financial data or (b) any fraud, whether or not material,
that involves management or other employees who have a significant role in the
Company's financial reporting, disclosures or internal controls.
Employees responsible for preparing reports and filings with agencies
other than the Securities and Exchange Commission, whether in the Cayman
Islands, the United States or other jurisdictions, should take care to see that
they are prepared accurately and in compliance with applicable requirements.
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15. COMPLIANCE PROCEDURES
We must all work to ensure prompt and consistent action against
violations of this Code. However, in some situations it may be difficult to
ascertain right from wrong. Since we cannot anticipate every situation that will
arise, it is important that we have a way to approach a new question or problem.
These are the steps to keep in mind:
- Make sure you have all the facts. In order to reach the right
solutions, we must be as fully informed as possible.
- Ask yourself: What specifically am I being asked to do? Does
it seem unethical or improper? This will enable you to focus
on the specific question you are faced with, and the
alternatives you have. Use your judgment and good common
sense.
- Clarify your responsibility and role. In most situations,
there is shared responsibility. Are your colleagues informed?
It may help to get others involved and discuss the problem.
- Discuss the problem with your supervisor. This is the basic
guidance for all situations. In many cases, your supervisor
will be more knowledgeable about the question, and will
appreciate being brought into the decision-making process.
Remember that it is your supervisor's responsibility to help
solve problems.
- Seek help from Company resources. In the rare case where it
may not be appropriate to discuss an issue with your
supervisor, or where you do not feel comfortable approaching
your supervisor with your question, discuss it with the
Company's Corporate Secretary. If that also is not
appropriate, call the NobleLine at (877) 234-5678 (toll free)
and speak with a trained NobleLine Communication Specialist
(language interpreter available worldwide).
- You may report ethical violations in confidence and without
fear of retaliation. If your situation requires that your
identity be kept secret, your anonymity will be protected. The
Company does not permit retaliation of any kind against
employees for good faith reports of ethical violations.
- Always ask first, act later: If you are unsure of what to do
in any situation, seek guidance before you act.
16. OTHER PROVISIONS APPLICABLE TO COVERED EXECUTIVES AND FINANCIAL
PROFESSIONALS
Each Covered Executive and Financial Professional will be held
accountable for his or her adherence to this Code of Ethics. Each Covered
Executive or Financial Professional is responsible for reporting any violation
of Section 1 (Compliance with Laws, Rules and Regulations), 2 (Honest and
Ethical Conduct; Conflicts of Interest), 14 (Full and Fair Disclosure; Periodic
Reports and Government Filings) or 16 (Other Provisions Applicable to Covered
Executives and Financial Professionals) of this Code, or circumstances the
Covered Executive or Financial Professional considers to involve a probable
violation, to the Company's Senior Vice President - Finance and Chief Financial
Officer. Employees may choose to remain anonymous in reporting violations or
circumstances that may involve violations.
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