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ECO Code of Conduct

Internal Compliance

ECO Code of Compliance – An Overview

This Code of Conduct (the "Code") is intended to establish the policies and procedures the Edison Chouest Offshore family of companies ("ECO") utilizes to facilitate fair and lawful business practices. We value honesty, integrity, and accountability in the workplace and in life. Accordingly, this document serves as a resource for all personnel and demonstrates ECO's commitment to legal and ethical operations.

ECO Mission / Vision and Ethics Statements

Mission Statement

It is ECO's policy to provide each and every employee with a safe and healthy working environment and to provide our customers with quality products and services. ECO continues to emphasize employee education and awareness in risk management to prevent accidents, protect the Company's health, preserve the environment, and to continually improve the quality of our products and services. Employees at all levels of the workforce shall make these endeavors their highest priorities in all they do.

Vision Statement

Our vision is to become the recognized industry leader of marine transportation services, obtain world-class quality, health, safety, and environmental operations status, and be our customers' first choice provider. Our company goals are always zero recordable injuries, zero environmental incidents, and zero quality non- conformities. The core values that will allow us to achieve these goals are encompassed by the motto "Chouest PRIDE – Personal Responsibility In Delivering Excellence."

Ethics Statement

Our foundation is built on three core values: honesty, integrity, and respect. These values distinguish us and guide our actions. We conduct our business in a socially responsible and ethical manner. We respect the law, support universal human rights, protect the environment, and benefit the communities in which we work. We strive to meet the highest ethical standards in all business dealings. We hold ourselves accountable for our work and our actions. We are committed to excellence in everything we do, and we strive for continuous improvement.

ECO does not tolerate any wrongdoing or impropriety at any time. We will take the appropriate measures to swiftly address and correct ethical infractions. Noncompliance is never tolerated. This Code is only a guide. Employees of ethical companies do not engage in ethical behavior simply because they have been given a document. They do so because they truly want their core values to be part of the culture that surrounds them.

To Whom Does This Code Apply?

This Code directly applies to all of our employees and ownership members. It is available to all of our partners, customers, and vendors. We encourage all personnel with whom we do business to comply with this Code.

Employee Responsibilities

ECO employees must read this code and regularly familiarize themselves with the Company's policies and updates. From time to time, employees will be required to confirm that they have received, read, and understood these policies. Employees shall always conduct themselves in a manner that is compliant with the principles of this Code and shall direct all concerns and questions to their supervisors, the compliance hotline (information below), Human Resources, or the Legal Department. All employees shall cooperate to the best of their abilities when faced with an audit or investigation conducted by an entity with legitimate authority to do so.

Managerial Responsibilities

Maintaining an ethical and legally compliant business culture starts with our leadership. Our managers must conduct themselves as role models by displaying compliance and embodying our values. As leaders, our management team must ensure that all employees read and understand this Code.

See Something, Say Something

We encourage all personnel to report any and all policy violations. Anyone who witnesses a violation should contact our anonymous compliance hotline at 1-866-925-5161 (toll-free). Complaints may also be reported online anonymously at http://www.chouest.com/ (From the Chouest Homepage, click "Employees" on the bottom menu. Then, click the link under the "Report Fraud/Abuse/ Workplace Harassment/Discrimination" heading to file a report). Complaints may also be filed by mail to:

Hotline Complaints

16201 East Main Street

Cut Off, LA 70345

Examples of violations include but are not limited to:

  • Theft, bribery, or kickback payment arrangements;
  • Violations of environmental laws;
  • Harassment or discrimination of any nature;
  • Information security violations;
  • Fraudulent transactions;
  • Insider threats;
  • Violations of health and safety laws;
  • Improper political activity;
  • Retaliatory conduct;
  • Travel, entertainment, or credit card abuse; and
  • Possession of drugs, alcohol, or weapons on company property.

ECO Does NOT Condone Retaliatory Conduct

Retaliation occurs when an employer punishes an employee because he or she reported the employer's illegal activity. ECO in no way condones or tolerates retaliation. Examples of retaliation include sudden and unsubstantiated reassignment, intimidation, exclusion, humiliation, and malicious behavior targeted at the reporting employee. If you witness retaliatory conduct or feel that you are being retaliated against, immediately contact ECO's compliance hotline.

Anti-Discrimination

Diversity and Inclusion

Equal Opportunity

We believe in treating all people with fairness, respect, and dignity, and we expect our employees to act in conformity with these values. ECO bases all employment decisions on merit – never race color, national origin, religion, gender, age, sexual orientation, gender identity, marital status, disability, or any other characteristic protected by applicable laws.

Zero Tolerance for Harassment

ECO does not tolerate any form of abuse or harassment whether occurring inside or outside of the workplace. This includes sexual harassment, discrimination, and any conduct that can reasonably be considered offensive, intimidating, or discriminatory. We maintain zero tolerance for offensive messages, derogatory remarks, and inappropriate statements.

Protection of Employee Information

ECO will only solicit its employees' personal information when necessary for operations or compliance with applicable laws. Employees should protect their personal information and only disclose it when necessary or when he or she deems appropriate.

ECO Equal Employment Opportunity and Affirmative Action Policy Statement

It is ECO's policy not to discriminate or allow the harassment of employees or career applicants on the basis of sex, gender identity, sexual orientation, race, color, religious creed, national origin, physical or mental disability, protected veteran status, or any other characteristic protected by law with regard to any employment practices, provided that the individual is qualified to perform the essential functions of the job. Such practices include but are not limited to recruitment, advertising, job application procedures, hiring, upgrading, training, promotion, transfer, compensation, job assignments, benefits, and/or other terms, conditions, or privileges of employment. This policy applies to all jobs at ECO. Employees may choose to voluntarily disclose personal information regarding their status as a member of any protected class such as those described above at any time by contacting Human Resources. Such disclosures will be held confidential.

Employees and applicants with disabilities and disabled veterans are encouraged to inform Human Resources if they need reasonable accommodations to perform a job for which they are otherwise qualified. ECO makes and will continue to make, reasonable accommodations for the known physical or mental limitations of an otherwise qualified applicant or an employee unless such accommodations would impose an undue hardship on the operations of ECO's business.

Employees and applicants will not be subjected to harassment, intimidation, threats, coercion, discrimination, or any form of retaliatory behavior as a result of their engagement or purported engagement in filing a complaint, assisting or participating in an investigation, assisting or participating in a compliance review or hearing, or any other activity related to the administration of the following: (1) Section 503 of the Rehabilitation Act of 1973, (2) the Vietnam Era Veterans' Readjustment Assistance Act of 1974, (3) Executive Order 11246, all as amended, and/or (4) any other federal, state, or local law or regulation regarding an equal employment opportunity.

Affirmative Action

ECO is fully committed to principles of equal employment opportunity and affirmative action. The Affirmative Action Officer has the full support of top management and the staff necessary to fully implement this program.

Our Affirmative Action Programs ("AAP") include an audit and reporting system that uses metrics and other information to measure the effectiveness of our inclusivity efforts. The Affirmative Action Officer is responsible for periodically reviewing progress in the compliance and implementation of this policy. In accordance with public law, ECO's AAPs for qualified individuals with disabilities and protected veterans are available upon request for inspection in the Human Resources Department, Monday through Friday, from 9:00 a.m. to 5:00 p.m.

Diversity, Equity and Inclusion Policy (DEI)

ECO is committed to fostering, cultivating and preserving a culture of diversity, equity and inclusion.

Our human capital is the most valuable asset we have. The collective sum of the individual differences, life experiences, knowledge, inventiveness, innovation, self-expression, unique capabilities and talent that our employees invest in their work represents a significant part of not only our culture, but our reputation and company's achievement as well.

We embrace and encourage our employees' differences in age, color, disability, ethnicity, family or marital status, gender identity or expression, language, national origin, physical and mental ability, political affiliation, race, religion, sexual orientation, socio-economic status, veteran status, and other characteristics that make our employees unique.

ECO diversity initiatives are applicable – but not limited – to our practices and policies on recruitment and selection; compensation and benefits; professional development and training; promotions; transfers; social and recreational programs; layoffs; terminations; and the ongoing development of a work environment built on the premise of gender and diversity equity that encourages and enforces:

  • Respectful communication and cooperation between all employees.
  • Teamwork and employee participation, permitting the representation of all groups and employee perspectives.
  • Employer and employee contributions to the communities we serve to promote a greater understanding and respect for the diversity.

All employees of ECO have a responsibility to treat others with dignity and respect at all times. All employees are expected to exhibit conduct that reflects inclusion during work, at work functions on or off the work site, and at all other company-sponsored and participative events. All employees are also required to attend and complete annual diversity awareness training to enhance their knowledge to fulfill this responsibility.

Any employee found to have exhibited any inappropriate conduct or behavior against others may be subject to disciplinary action.

Employees who believe they have been subjected to any kind of discrimination that conflicts with the company's diversity policy and initiatives should seek assistance from a supervisor, HR representative, or contact the ECO Employee Hotline at 1-866-925-5161.

Safety and Responsibility

Quality, Health, Safety, and Environmental (QHSE) Policy

ECO is committed to providing the best possible working conditions for all of our employees. ECO is compliant with applicable occupational health, safety, and environmental regulations, and ECO conforms to established quality processes by developing the best operations, procedures, and policies. In order to reach these goals, ECO utilizes an integrated management system that facilitates communication and dissemination of policies, procedures, and guidelines. The safety and health of our employees, the protection of the environment, and the satisfaction of our customers are ECO's greatest responsibilities, and we are dedicated to achieving excellence in these areas. The same firm QHSE commitment is required from our suppliers and subcontractors, especially those involved with the transportation or disposal of hazardous materials.

All employees and contractors, regardless of rank or position, should feel free to stop any job when safety concerns arise. Work shall recommence once the safety of the operation can be assured. As leaders in our industry, we must continually promote and reinforce this ethic by clearly communicating our expectations and acting as an example of upholding our standards.

Quality, health, safety, and environmental aspects of our operations shall always be considered as being equally important, in the planning and development of products and services, as other business objectives. ECO and its employees are committed to ensuring the continual improvement of the quality, health, safety, and environmental aspects of our operations, services, and the management system itself through the establishment of objectives and targets.

We will be diligent in delivering what we promise to earn the respect of each other, the public, and our customers.

Human Rights and Anti-Human Trafficking Policy

ECO does not condone any human rights abuse such as forced labor, child labor, or human trafficking. ECO strictly prohibits employees, subcontractors, vendors, partners, agents, and other representatives from engaging in human rights violations and human trafficking activities. These activities include but are not limited to engaging in sex trafficking, procuring commercial sex acts (even if legal in the country where the action takes place), using force, fraud, or coercion to subject a person to involuntary servitude, or obtaining labor from a person through the use of threats of serious harm to that person or another person. Also, in keeping with humanitarian principles, food and accommodations are provided to our mariners while working on our vessels at no cost to them.

ECO also prohibits its employees, subcontractors, vendors, crewing agencies, partners, agents, and other representatives from engaging in the following specific practices:

  • Destroying or otherwise withholding access to an employee's identity or immigration document(s);
  • Wrongfully withholding any rightfully earned payments or monies belonging to an employee or worker and/or engaging in illegal wage deductions;
  • Requiring workers to pay service fees in return for work;
  • Using fraudulent means to recruit employees, such as failing to disclose key employment terms; and
  • Penalizing employees or workers for resigning after such employees or workers have provided the requisite notice.

In response to violations of this policy, ECO will not hesitate to undertake disciplinary measures up to and including termination. This policy shall be disseminated and acknowledged by all vessel and office workers, including those workers obtained through manning agencies, via the relevant electronic management systems. Furthermore, ECO will strive to audit utilized manning agencies on a routine basis to ensure compliance with this policy.

Anti-Corruption

Vendor Communication and Vetting Process

ECO maintains an internal system to facilitate communications with vendors. Each vendor must complete an Approved Vendor Packet ("AVP") and submit it to our vendor group for approval. The AVP requires vendors to disclose certain important information regarding the entity, its management and ownership personnel, and the type of work in which the vendor engages. It also requires the vendor to sign our FCPA Statement of Compliance and our Master Access Agreement, if applicable. Vendors must complete and submit an AVP to ECO to be considered a vendor in good standing and to receive payments from ECO.

Gifts Policy

ECO does not accept or provide gifts or entertainment in exchange for business opportunities, privileged or confidential information, or for any form of corrupt or improper influence. ECO and its employees shall use the strictest caution when presented with a situation involving gifts or provision of entertainment. When faced with a conflict, ECO urges its employees to contact Human Resources or the Legal Department.

Conflicts Management

A conflict of interest is a situation in which either a person is in a position to improperly derive personal benefit from actions taken by virtue of their position, or where the interests of two different parties are incompatible. Some examples of situations where conflicts may arise are:

  • Working with relatives;
  • Having a personal relationship with another employee who possesses the ability to influence employment decisions such as salary, performance rating, or promotion;
  • Having affiliations with competitors, customers, or suppliers; Serving as a member of the board of another organization; and
  • Making or receiving investments that may influence your judgment, including those from close relatives.

ECO encourages all of its employees to disclose these situations to the relevant supervisor or via our compliance hotline. These relationships alone do not necessarily constitute a conflict. They become problematic when they lead to deriving undue benefits to ECO's detriment or to improperly influencing others.

Competition Compliance

ECO does not condone any engagement whatsoever in price-fixing, bid-rigging, or improper restriction of supply. Due to the complex nature of antitrust and competition legislation, our employees should contact our Legal Department for any questions or concerns regarding this topic.

International Engagement

ECO shall strive to ascertain and follow the relevant country laws at all times while operating in international locations. For any and all questions and concerns on this topic, please contact our Legal Department.

Foreign Corrupt Practices Act, Anti Money Laundering, and General Anti-Corruption Policy

FCPA Policy Statement

Consistent with the Foreign Corrupt Practices Act's ("FCPA") anti-bribery provisions, it is ECO's policy that ECO and its representatives are prohibited from paying, authorizing, offering to pay, or giving anything of value to any government official outside of the U.S. or to any non-U.S. political party, party official, or any candidate of public office to unlawfully obtain or retain business, gain a business advantage, or affect any government action or decision. A "government official" is defined as any minister, elected or appointed official, director, officer or employee of any government (whether at a national, state/provincial, or local level), department, agency, the instrument of an agency, enterprise in which the government owns an interest, and/or any public international organization. This includes any person acting in any official, administrative, legislative, or judicial capacity for or on behalf of any such government or department, agency, the instrument of an agency, company, or public international organization. Also included: any officer or employee of a national oil company, national airline, national railway, or national shipping company as well as members of customs, military, or police organizations.

Examples of improper actions include but are not limited to:

  • Payment or offer of payment to influence a government official's or other covered party's decision to award a contract or other business opportunity to ECO.
  • Payment or offer of payment to influence a government official's or other covered party's decision to issue any government authorization or documentation, such as approval, permit, or license.
  • Payment or offer of payment to influence a government official's or other covered party's decision to relieve ECO of otherwise required government obligations including but not limited to paying taxes, passing inspections, or obtaining required permits.

It is ECO's policy that facilitation payments of any kind are prohibited. Facilitation payments are defined as payments made to a foreign official, political party, or party official in order to expedite routine, non- discretionary governmental action such as processing papers, issuing permits, and other duties of an official, and such payment is not part of a commercial expedition process generally available to the public. Typically, such a payment is not intended to influence the outcome of the official's action, only its timing. This type of transaction may be commonly referred to as a "grease payment."

FCPA Overview

The FCPA contains two principal parts.

Part 1: The FCPA criminalizes paying, offering, or giving anything of value to a foreign official, a foreign political party (or official thereof), or candidate for a foreign office, for the purpose of influencing the decisions of such officials, parties or candidates. ***Note: This applies regardless of whether such behavior is part of the local business customs in the area of operations.

Part 2: The FCPA's record-keeping and accounting provisions require ECO to maintain records that accurately and fairly reflect all transactions and disposition of assets.

***All employees, agents, representatives, and consultants must comply with both parts of the FCPA as described above. If you have questions about Part 1 or Part 2 please contact the Legal Department.

Other Anti-Bribery Laws

Bribery of any U.S. government official at any level is a violation of U.S. law, ECO's Code, and this policy. Such action is strictly prohibited. Payments made with corrupt intent to political parties, party officials, or candidates for political office in the United States also violate U.S. law and are strictly prohibited.

U.K. Bribery Act

ECO has customers that operate under the U.K. Bribery Act. This law is more stringent than the FCPA as it prohibits bribes made to any person, not just foreign officials. Furthermore, this Act prohibits receiving facilitating payments as well as making them. ECO employees operating on behalf of United Kingdom-based companies have a responsibility to further familiarize themselves with this law and ensure compliance.

Brazil Clean Companies Act

ECO has Brazil-based entities that are subject to the Clean Companies Act. This law prohibits bribery and attempted bribery of Brazilian and foreign public officials. It also prohibits "bid-rigging" and other fraudulent activity in procuring work opportunities. Bid rigging is defined as participation in a fraudulent scheme where competitors for a bid conspire to determine the outcome of the competition. For example, such a scheme may involve competitors "throwing" the competition so that the winning party may obtain the bid for a high profit in exchange for the agreement that the losing entities will "win" the next bids in their turn. Those entities found to have committed such fraud or bribery are strictly liable for their actions, meaning that the Brazilian authorities need not prove the intent or knowledge of the company, only that such conduct occurred.

Inter-American Convention against Corruption

This treaty intends to facilitate cooperation amongst its signatories to prevent, detect, punish, and eradicate corruption. There are 34 signatories to this treaty, including Trinidad and Tobago and Guyana. It requires the criminalization of corrupt acts including bribery of a foreign or public official and fraudulent use or concealment of the property involved in such a bribe.

Country-Specific Anti-Bribery Laws Not Listed Above

ECO personnel should familiarize themselves with the laws of the region where they will be doing business and ensure compliance. Any questions regarding this topic should be addressed to the Legal Department. In all cases, no company personnel shall receive or offer any bribe, kickback, illicit payment, or benefit of any kind, from or to any customer, supplier, or any other person or entity that has a business relationship with ECO.

Anti-Money Laundering Laws

Money laundering refers to the process of concealing the source of criminally obtained money in such a way that makes it appear legal. Money laundering also includes concealing the criminal origin of money or other property (sometimes called the "proceeds of crime") within legitimate business activities. It also includes the use of legitimate funds to support crime or terrorism. ECO does not tolerate, facilitate, or assist any form of money laundering, and ECO employees and representatives are expected to ensure compliance with all international laws pertaining to money laundering.

Assets and Security

Record Retention and Management

ECO strives to ensure that all transactional records are properly authorized and recorded as required. ECO and its employees shall follow applicable laws when creating, maintaining, retaining, or destroying ALL documents, including those in electronic format. ECO employees shall ensure that they obtain the proper supervisory or managerial approval when responding to a request for information from any inquiring entity.

Asset Preservation

Employees must preserve company assets, including facilities, property, equipment, computers and IT systems, information, corporate opportunities, and funds. ECO and its employees shall:

  • Act conscientiously to ensure company assets are not damaged, misused, or lost;
  • Ensure that all company user IDs and passwords are secure;
  • Only share confidential information with authorized parties;
  • Be vigilant against cyber-attacks and scams such as phishing; and
  • Properly guard ECO's intellectual property.

Download the ECO Code of Conduct