SPACE

CODE OF RESPONSIBLE BUSINESS

Pacific Hunt Energy Ltd. and all its affiliates (“PHEL”, “Pacific Hunt Energy”, or the “Company”) are committed to maintaining responsible and fair business conduct in Myanmar, and elsewhere. Remaining credible and honest is a core value to PHEL and we work every day to achieve these goals in our operations.

We created this Code of Responsible Business as a guide to ethical, lawful and fair conduct for all our employees, consultants, officers and directors (collectively “Employees”). It shall also serve as a reminder to all our Employees that only collectively we can operate in a responsible manner. The Code will explain how we aim to work responsibly as well as how we will meet our business conduct. PHEL is also committed to obey all applicable local and international laws. Remaining lawful is one of our core values. The Code shall also be used to prevent improper, unlawful and any conduct that might be harmful to the Company’s reputation in any country.

The Code was created to guide us through our operations in a successful and responsible way. It is a guideline to make sure that:

  • Together we maintain and promote a safe working environment that is free of any disrespectful behaviour for all our employees. Every Employee should feel respected in our work
  • Every Employee holds a personal responsibility of abiding any related laws and reg- It is recommended that any misbehaviour is reported to the foreman so that the conduct can be changed accordingly.
  • We adopt policies, related to any business activity, that aim to serve as protection against any possible harm, whether physical, financial or

This Code is to add value to any other Pacific Hunt Energy policy or guideline, and shall not overrule other company rules. While this Code aims to cover as many scenarios as possible it cannot cover all possible situations. This does not mean that certain conduct is allowed or promoted even if it is not specifically forbidden in the Code. All employees are encouraged to operate in a safe, fair and best possible manner in any given situation.

Management Responsibilities

The Company’s reputation is dependent especially on the management’s behaviour and actions. We demand the managers to act upon the highest standards of corporate responsibility and business conduct and to show exemplary behaviour to all other employees.  Managers shall encourage employees to commit to the Code in their daily activities.

Conflicts of Interest

All Employees shall have the Company’s best interest in their mind in all situations and their actions must reflect this. All observed conflicts of interest or breaches of the Code should be reported to the closest supervisor. The supervisor is required to take action after a breach/conflict has been reported to him/her. By taking action we mean bringing the issue to the CEO/the Board’s knowledge who can solve the issue in the best benefit of the company.

No Employee shall accept a position in a board of any company that is or may be a competitor of PHEL. Exceptions may be made upon the consideration of the Board or Managing Director.

Pacific Hunt Energy does not permit and accept the following activities:

  • Sharing confidential information about PHEL or its operations with outsiders with- out a non-disclosure agreement in place or without the authorization of the board/the CEO
  • Using PHEL property, whether material or non-material, for the employee’s own personal This includes influencing and trying to influence PHEL’s partners, contractors and consultants to benefit personally
  • Promoting or making decisions regarding PHEL and its operations that might bene- fit an employee, or other people close to an employee (including friends and family) financially now or in the future without the approval of the Board

The above list is not comprehensive and is subject to change.

Legal Compliance

Pacific Hunt Energy is committed to complying with all applicable laws, rules and regulations, whether local or international, in Myanmar and any other country where it may have operations. We work tirelessly to conduct all our business affairs and operations with honesty, integrity and fair manner. Each Employee is responsible for making sure their actions and decisions are in compliance with the applicable laws, regulations and rules. Any situation that might result in an unethical or unlawful result or side effects should be avoided. If an Employee reckons he/she does not possess enough knowledge of applicable laws, the employee is encouraged to seek advice from a knowledgeable resource. Employees shall also act in a way that cannot harm PHEL’s reputation in their free time.

Compliance with Environmental Laws

PHEL is strongly dedicated to operating in compliance with all environmental and sustainable development laws. Each Employee individually and together is to comply with these laws as well. Any breaches of these laws should be reported to the closest foreman. This applies to both local and international laws that concern environmental and sustainability issues in Myanmar and other countries where the Company may operate.

Gifts and Entertainment

Business gifts of a reasonable value can be accepted and given. As a guideline, a gift’s value should exceed 25,000MMK only in special occasions. Gifts valued at more than 25,000MMK should always be approved by the Managing Director. No gift or entertainment should be in breach of good manners or the law. Employees are expected to use their best judgement when choosing gifts and ways of entertainment. Neither receiving nor giving a gift or taking part in entertainment should be regarded as consent or obligation to do business together in the future.

When in doubt, Employees are advised to talk to their supervisor.

Anti-Corruption and Auditing

Pacific Hunt Energy takes a stand against corruption and has committed to work in a transparent manner in Myanmar, and all over the world. Corruption should not be tolerated in any form but business should be conducted in a fair and responsible way by all parties. All transactions and other relevant information will be reflected in our books accurately and truthfully. Furthermore, we ensure all our financial reports and documents conform to all legal and accounting requirements and procedures.

Employees are strictly forbidden to falsify, destroy or alter documents in any case, whether for personal or company gain.

We abide by all local and international laws and regulations, applicable to the oil and gas sector in Myanmar.

Confidentiality and Sharing Information

Employees may possess information of confidential nature occasionally or continuously. The information may be in regards to business contracts, operations, partners or other related matters. Such information must always be kept confidential both during their employment and after they have ceased to work for the Company. Confidential and proprietary information must only be used for Pacific Hunt Energy’s purposes, not for personal gain.

Confidential information should only be shared with second or third parties after they have signed and agreed to Pacific Hunt Energy’s non-disclosure terms. If an Employee is contacted by a governmental entity or legal counsel, they should decline to respond and discuss the matter with the Managing Director before giving any reply. All replies, however, should be truthful and the Employee should not give false information to such requests.

Competitor Information

While information about competitors, customers and suppliers are useful and helpful to the Company, no employee should use illegal or otherwise questionable ways of acquiring such information. Information that the entity in question has shared themselves with the Pacific Hunt Energy or has come to the knowledge of the Company through public channels such as public documents and newspaper articles, can be used to make informative decisions. Employees must not breach or otherwise violate any contractual agreement, such as a non-disclosure agreement, in order to make use of or seek confidential or proprietary information.

Document Retention

Pacific Hunt Energy Employees are required to ensure all any applicable laws and regulations are met regarding document retention. Employees are strictly forbidden from modifying or destroying documents and/or records, also those concerning the Employee personally, when there is ongoing litigation or investigation. If an Employee has any concerns regarding destroying or modifying a document or record, they should voice their concerns to the Managing Director before acting.

Fair Dealing

Employees should manage any contractor and supplier relationships in a fair, ethical and respectful manner that are align with all applicable laws as well as with this Code. All purchase decisions, whether products or services, should be made with the Company’s best interest in mind. This means decision making should be based on the potential contractor or supplier’s technical expertise, quality, reliability, price and other significant factors. Purchase decisions should and shall not be based on personal friendships, family relationships, or the opportunity to gain from the situation personally whether financially or otherwise. However, Employees are allowed to accept lunches and dinners as part of business negotiations. Accepting such lunches and dinners should not be considered as an agreement to sign an official contract.

The terms of the contracts and agreements should always be followed and Employees are not allowed to share the information of such documents with those outside of Pacific Hunt Energy without the prior approval of the contractor or supplier.

All contractors and suppliers must sign a Pacific Hunt Energy approved non-disclosure agreement and commit to not sharing confidential information with other parties.

Health and Safety

Pacific Hunt Energy is committed to achieving a working environment that is safe for all of its Employees, contractors, and visitors. A safe working environment is one without risks to health and well-being.

We think occupational health and safety is an individual and shared responsibility which depends on the co-operation of all employees, contractors, and visitors.

Pacific Hunt Energy is committed to:

  • Providing a safe working environment to comply with relevant Acts and Regulations within the area.
  • Making sure all Employees, contractors and visitors go through a safety induction when first entering the work place to ensure a safe working place for everyone.
  • Assessing identifiable risks before commencing work, regardless of the task or work In addition, Pacific Hunt Energy will monitor, manage, and aid in reducing those risks.
  • Ensuring health and safety policies and procedures are implemented, reviewed and updated when necessary.

Contractors and visitors are accountable to:

  • Complying with relevant Acts, Regulations and Rules, whether governmental or set by Pacific Hunt Energy.
  • Cooperating and acting in a manner to maintain and support safe work practices.
  • Reporting any unidentified risks to Pacific Hunt Energy to aid in a safe work.

The Company’s objective is to make sure everyone gets to leave Pacific Hunt Energy’s premises safe and in good health.

Discrimination and Workplace Harassment

No Employee is allowed to discriminate against or harass other Employees or act in a way that is or could be considered illegal or harassing. Whether verbal, physical or visual, discriminatory or harassing behaviour could include but is not limited to, derogatory comments about one’s racial or ethnic characteristics, sexual or religious orientation, and unwelcome sexual advancements.

Each member of the management is responsible to a reasonable degree to be aware of any behaviour or acts that could be considered harassment or discrimination. If an employee notices any behaviour or conduct that could be regarded as discriminatory or harassing, he or she voice their concerns to the Managing Director.

Company Logo

Any Pacific Hunt Energy logos are considered the property of the company and must only be used for business purposes. The usage of logos must be approved by the Managing Director in advance. The logos are available from the administration and business development departments. Recreation or alteration of the logo is prohibited.

Compliance with the Code

This Code does not address all situations that Employees may encounter during their employment with Pacific Hunt Energy. When such situations arise, the employees should base their decisions and actions on their best judgement of fair conduct, or ask their supervisor for advice.

In case of any breaches of the Code, encouragement to breach the Code, fail to report a breach of the Code, help to hide breaches of the Code, retaliation against an employee who has reported a breach or fail as an officer, director manager or supervisor to take appropriate measures to ensure the compliance with the Code.

Employees of Pacific Hunt Energy are required and expected to work in an honest manner. One’s employment with the company depends on the compliance with this Code and it may be ceased in case of a breach of the code. The Managing Director together with the Board are responsible for considering suitable actions when they notice, or are reported to about a breach of the Code.

All Employees of the Company must acknowledge compliance with the Code and are required to abide it throughout their employment with Pacific Hunt Energy.

ANTI-CORRUPTION POLICY

Summary

Pacific Hunt Energy (PHE) is involved with oil & gas exploration in Myanmar and is in regular contact with various government entities nationally, regionally, and locally, as well as with a variety of service providers. This policy, the anti-corruption and gifts and entertainment provisions of our Code of Responsible Business, and the prevailing legislation establish limits to those interactions.

This policy is divided into two sections, which broadly state the following commitments:

  • PHE is committed to not bribe officials or other parties in order to receive something in return, and takes a zero-tolerance approach to bribery and PHE is committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery.
  • PHE is also committed to declining any gifts or payments that could be considered As sometimes gift-giving and gift-receiving are unavoidable, this policy will also highlight when it is acceptable to give gifts and what kind of gift-giving and gift- receiving is allowed.

Violations of this policy could not only affect our credibility and reputation with our potential and current clients and stakeholders but could result in criminal convictions (including imprisonment), an unlimited fine and debarment from participation in contracts.

Applicability

This policy applies to all PHE directors, officers, employees, consultants, contractors, sub-contractors and any other associated persons or entities employed or engaged by PHE (collectively “representatives”) regardless of their nationality or geographical location. This policy is valid in all countries where the aforementioned people either practice business under PHE or otherwise represent PHE. This policy also applies to PHE as a business entity.

Any violation of this policy will be regarded as gross misconduct subject to disciplinary procedures and may lead to dismissal for employees and/or cancellation of commercial contracts for organisations.

If the laws, regulations, or guidelines on appropriate business conduct are stricter than this policy in any country or area where PHE conducts any business-related activities, then those laws, regulations, or guidelines shall overrule this policy.

Whilst PHE is based in Myanmar, there are some rules and laws in other countries (such as the Bribery Act 2010 in the United Kingdom), that have extraterritorial effect. This means that a bribery offence committed in Myanmar can still trigger criminal liability in the UK under the Bribery Act 2010, which is punishable by an unlimited fine for businesses, and an unlimited fine or up to 10 years’ imprisonment for individuals.

Vocabulary

Bribery – Offering or agreeing to give a financial or other advantage intending that, in consequence, a relevant function or activity should be performed improperly.

Being bribed – Requesting or agreeing to receive a financial or other advantage intending that, in consequence, a relevant function or activity should be performed improperly whether by the person receiving the advantage or whether by another person.

Corruption – Illegal, bad or dishonest behaviour, especially by people in positions of power.

Public International Organisation – An organisation whose members are any of the following: Countries or territories; governments of countries or territories; other public international organisations or a mixture of any of these.

Associated persons – A person is associated with PHE if that person performs services for or on behalf of PHE. The person may be an officer, employee, agent, consultant or sub-contractor of the PHE.

Gift – Any tangible or intangible item or act that is given with the purpose to affect the receiving party’s decision making or actions in a way that is favourable to the giver of the gift.

Official – Any government representative or individual exercising a public function, whether national, regional or local level in any jurisdiction. Any employee of a state or government- owned business, school, hospital or other entity. Any political party or their representative. Any person acting on behalf of a government entity.

Third party – Any private entity (person or company) that is not PHE or its subsidiary. Potentially a party who wishes to enter into a business relationship with PHE.

Intermediary – Any third party that is not PHE or its subsidiary, and that conducts an act of bribery or corruption on behalf of PHE regardless of whether PHE, or its representative, is aware of the act or not. The term is used synonymously with ‘third party’ in the Giving Gifts Through a Third Party-section of this Policy.

Policy

It is the policy of PHE to ensure that:

  • All staff operate in a fair, impartial and ethical manner within the laws of the countries and territories (including subdivisions) with which PHE does business or operates within;
  • An offering, promising or giving a bribe is strictly forbidden;
  • Requesting, agreeing to receive or accepting a bribe is strictly forbidden;
  • Offering advantages or otherwise bribing an official is strictly forbidden;
  • Business systems and processes are in place to prevent bribery and corruption by any PHE officials, employees, consultants, sub-contractors and any other persons associated with PHE;
  • Anti-Bribery and corruption training will be available for all employees with reminders and updates at regular intervals;
  • Due diligence is conducted of third parties and countries or territories with which PHE does business;
  • Third party payment screening, general monitoring with financial controls and record keeping are in place to minimise the risk of bribery;
  • Policies on corporate gifts and hospitality are known and understood by all PHE officials, employees, consultants, sub-contractors and any other persons associated with PHE;
  • All commercial contracts include an anti-bribery clause;
  • Any suspected violations of this policy are reported without delay to a senior manager or director of PHE for investigation without fear of retribution or breach of confidentiality; and

Any violation of this policy will be regarded as gross misconduct subject to disciplinary procedures and may lead to dismissal for employees and/or cancellation of commercial contracts for organisations.

Training

All new employees are required to go through New Employee Induction prior to their start or on their first day with PHE. During the New Employee Induction, anti-corruption and anti-bribery shall be addressed.

Each attendee signs off attendance sheet thus confirming their commitment to anti-corruption.

Additional training may be organized as deemed necessary, for example when there are changes in the law, or at least every two years. Additional training shall always be organized if an act of bribery or a suspected act of bribery has come to the attention of either the Managing Director or the Country Manager.

Industry Obligations

As part of its obligations to industry players such as Myanma Oil and Gas Enterprise (“MOGE”), certain expenditure is permitted from PHE. However, such expenditure must be subject to strict criteria to avoid vulnerability to bribery and corruption.

Employment and Training for MOGE Personnel

PHE provides training and educational courses for MOGE. This includes the purchase of advanced technical literature, data and scientific instruments, and funding educational courses for MOGE personnel. Any expenditure pursuant to these obligations must be subject to objective criteria to ensure compliance with this policy.

Research & Development Fund

In consultation with MOGE, PHE has established a “Research & Development Fund”, in which a share of its profits will be spent for research and development purposes. Any payments made pursuant to this fund must be subject to objective criteria to ensure compliance with this policy.

Facilitating Payments

Facilitating and/or expediting payments are forbidden under this policy. Facilitating payments or ‘processing fees’ are usually small fees given to officials to expedite or facilitate certain actions or services such as processing government applications and other papers such as customs clearance and visa applications.

If a PHE representative suspects they may have made a facilitating payment, they shall contact the Coordinator of Sustainable Development without hesitation [or, if the Coordinator of Sustainable Development is not available, the Country Manager or Managing Director (whoever is the closest supervisor).

Compensation Payments

Compensation payments are permitted under this policy to the extent that they are reasonable as per current market prices, are approved the Compensation Committee and have received prior authorization. For example, payments to landowners for damage caused to their land as a result of seismic operations are permitted. However, any such payment must be authorized by the Coordinator of Sustainable Development before it is made, and a detailed record must be kept of all compensation payments. All compensation payments are to be made in accordance with PHE’s Community Engagement Guidebook.

Due diligence on Third Parties

All commercial contracts with Third Parties must include an anti-bribery clause.

Contract owners are to conduct due diligence on companies they wish to hire. The requirements of counterparty due diligence are covered in the PHE Counterparty Due Diligence Checklist. Limited due diligence may be performed on the rare occasion if the scope of work is limited or the value of the contract is low. Limited due diligence may also be accepted if the counterparty is a well-known, reputable company (e.g. Halliburton). Due diligence is performed by the Contract & Procurement Department.

Certain “red flags” could suggest that a company may allow corruption or bribery in its business conduct. These particular circumstances should warrant further investigation when selecting or working with a third-party. Examples of such red flags are:

  • The transaction involves a country known for corrupt
  • The third party has a close family, personal or professional relationship to a government official or relative of an
  • The third-party objects to an anti-bribery clause in its contract with PHE.
  • The third-party requests unusual contract terms or payment arrangements that raise local law issues, such as a payment in cash, payment in another country’s currency, or payment in a third
  • The third party is suggested by a government official, particularly one with discretionary authority over the business at
  • The third party’s commission or fee exceeds fair and reasonable compensation for the work to be performed.

If any of these red flags are raised, one should contact the Coordinator of Sustainable Development and PHE’s lawyer for more information prior to entering a contract.

CORPORATE GIFTS POLICY

It is allowed to give low-value corporate gifts under this Policy. The value of corporate gifts must reflect the values stated in the Gift Giving-section of this Policy.

Corporate gifts include t-shirts, caps, umbrellas and other low value gifts with PHE logo.

The Business Administration Department is responsible for maintaining a register of gifts given.

Gift Giving

This policy does not prohibit normal and appropriate hospitality (given and received) to or from Third Parties. We understand that the practice of giving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable, justifiable and is proportionate.

PHE’s representatives are not allowed to give gifts with the intention to affect the receiving party’s decision making or actions. Nor are they allowed to give gifts that could seem like they were given with the intention to affect the receiving party’s decision making or actions.

A person is prohibited from accepting a gift or giving a gift to a third party in any of the following situations:

  • it is made with the intention of influencing a Third Party to obtain or retain business, to gain a business advantage, or to reward the provision or retention of business or a busi- ness advantage, or in explicit or implicit exchange for favors or benefits;
  • it is given in the individual’s name and not in the name of PHE;
  • it includes cash or a cash equivalent (such as gift certificates or vouchers);
  • it is of an inappropriate type and value and given at an inappropriate time (e.g. during a tender process); and
  • it is given secretly and not openly.

Gifts that are valued at 25,000 kyats (approximately US$16.00) or less are considered to have a low monetary value. During special occasions (i.e. traditional gift-giving occasions such as Christmas and Thingyan), gifts of higher monetary value may be given, however, this must not exceed 100,000 kyats (US$60.00) in any circumstances.

Gifts may not be given to the same person or a representative of the person too often, as that would increase the value of the gift. A gift may be addressed to one person a maximum of two times year including special occasions. The total monetary value of gifts given to any one person or their representative shall not exceed 100,000 kyats (US$60) in a single twelve-month period.

Gift Receiving

No PHE representative may accept gifts valued at over 25,000 kyats (approximately US$16.00) unless during a special occasion. The total monetary value of gifts accepted by a PHE representative shall not exceed 100,000 kyats (US$60.00 in a single 12-month period. Gifts that do not meet the conditions presented in this policy shall be refused. If refusing the gift could cause the giving party embarrassment, the gift may be accepted but must be returned in due time in private.

Giving Gifts Through a Third-Party

It is not allowed to use a third-party or intermediary to pass gifts or payments to government officials or other parties that could be considered to be a receiving party of a potential bribe.

A company may be held criminally liable for bribery if a third-party pay bribes on its behalf even if the company was not aware of it or had no knowledge of the bribe. The best way to avoid such confusion is for PHE to choose its partners, consultants and agents carefully, to conduct Due Diligence of counterparties and to consider their views and reputation on corruption and bribery upon selecting its business partners.

Donations

Donations may sometimes be made directly to government or public agencies, rather than directly to a government official as a part of charitable effort to promote goodwill. Examples of such allowed donations include donations of fuel to a local school or food donations to local monks. Such donations should be infrequent and the monetary value should be reasonable. A detailed record should also be kept of these donations.

Cash donations should be avoided even when the receiver is an agency rather than an individual as there is a chance the cash will not be allocated for the purpose described.

Prior approval for all donations should be acquired from the Coordinator of Sustainable Development, who will either approve or deny the application. Any funds for a donation need to be approved by PHE’s finance department as per the usual protocol.

ENFORCING THIS POLICY

Disciplinary Procedures

Whilst PHE endeavours to give all stakeholders as much flexibility as possible in their aims and desires to win business, PHE stands strongly beside the principles of legality and ethical business conduct, together with the need to protect its integrity and reputation. Therefore, if it is deemed that any stakeholder has grossly defied any of the above policies set out in this policy, PHE will invoke relevant disciplinary procedures that may result in dismissal or cessation of association with PHE.

Whistleblower Policy

Any PHE representative who suspects another PHE representative of breaching this policy must inform the Coordinator of Sustainable Development immediately. Should the person accused of breaching this policy be the Coordinator of Sustainable Development, the matter must be brought to the attention of the Country Manager or Managing Director, whoever is the closest supervisor.

The Coordinator of Sustainable Development or the supervisor must then undertake an immediate investigation of the suspected breach of the Anti-Corruption Policy. Depending on the outcome and the severity of the case, the breach may be brought to the attention of the Board of Directors who may then take actions deemed necessary, such as temporary suspension, or attending anti-corruption training organized by PHE.

Regardless of the outcome of the investigation, and provided the whistleblower has acted in good faith, the whistleblower shall not be punished. All claims shall be treated in confidence without revealing the identity of the whistleblower.

Seeking Clarification

If a PHE representative ever has any questions about this policy, they should approach the Coordinator of Sustainable Development for clarification, and follow the instructions given.

Review

This policy shall be reviewed annually together with the review of all other PHE policies and codes of conduct. This policy may be reviewed more often if deemed necessary, and shall always be reviewed if an act of bribery involving a representative of PHE is discovered.

Governance

The board of directors has overall responsibility for ensuring this policy complies with PHE’s legal and ethical obligations. The board is consulted when writing company policies and it is their responsibility to promote responsible business conduct, including anti-corruption. Management at all levels is responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it. This training may also be given to third parties depending on their position.