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Code of Conduct

Version 2
Last updated February 2023

1. Introduction and Core Values

This Code of Conduct (the Code of Conduct) sets out the high ethical standards to which Empower New Energy AS (Empower) requires all its directors, managers, employees (whether permanent or temporary), its agents, consultants, contractors and its business partners and their employees to adhere, regardless of domicile.

Empower expects all management, employees, agents, consultants and business partners to observe the highest standards of integrity and ethical conduct and to act with honesty at all times. Empower has a zero-tolerance approach to fraud, corruption, bribery, money laundering and immoral activities or behaviour.

Empower is dedicated to promoting integrity, transparency and accountability through all its business dealings and actions.

2. General Standard of Conduct

Empower does not condone or tolerate, and will take disciplinary actions against the following prohibited activities in its internal or business dealings:

  1. (a)  Making or receiving payments for undue advantage;

  2. (b)  Giving or receiving gifts that could be interpreted as intending to influence business decisions;

  3. (c)  Donating funds to political parties or candidates;

  4. (d)  Using confidential or material information not in the public domain for personal gain, whether

    directly or indirectly;

  5. (e)  Participating in money laundering or other financial and tax crimes; or

  6. (f)  Deliberately entering into commercial transactions not on an arm’s length basis, or setting

    prices for goods or services outside of the normal market perimeters.


3. Duties of all employees of Empower

In the discharge of their duties, all employees of Empower, whether permanent or temporary, and all contractors of Empower shall adhere to the following requirements in the course of their engagement with Empower and shall expect all third-parties to be familiar with these requirements and standards:

(a) not to accept any instructions from any person or entity outside of Empower except in the ordinary course of business and not to offer, pay, solicit or accept payments of any kind to achieve economic or business advantages or expedited processes;

(b) whilst making decisions for Empower, to only take into account considerations relevant to the purpose, functions, operations and mandate of Empower, and to act with full impartiality in carrying out business duties;

(c) to show respect and tolerance for all cultures, beliefs and backgrounds, regardless of gender, race, age, religion, disability, social status or sexual orientation;

(d) not to behave in any way that constitutes, or could be perceived by others as constituting, harassment or bullying of any kind.

(e) to comply at all times with all national and international laws and regulations;

(f) not to engage in political activity that may interfere or conflict with duties as an employee of Empower. However, nothing in this Code of Conduct shall affect the legitimate interest of any employee to participate in a democratic process or to be a member of a political party that promotes democratic principles;

(g) not to accept gifts, hospitality or gratuities in connection with the exercise of one’s duty as an employee of Empower. This restriction extends to gifts offered to spouses, domestic partners, relatives through bloodline or marriage or to a person linked to a company in which the employee or his/her spouse, partner or relative has an interest. Limited hospitality may be accepted, provided that the scope and cost of such hospitality is reasonable and customary(1) but should be reported as per the Conflic of Interest Policy;

(h) not to participate in or promote the sex slave industry or child abuse or exploitation;

(i) to protect and preserve the property and assets of Empower and use the resources of Empower as efficiently as possible, guarding against waste and abuse;

(j) to communicate the contents of this Code of Conduct to its business partners, agents, affiliates or anyone acting or purporting to represent Empower;

(k) not to disclose Confidential Information to anyone internal or external to Empower who is not authorised to receive such information or to use Confidential Information for one’s private advantage, whether direct or indirect as per the Confidentiality Policy. Confidential Information means information that is not ordinarily in the public domain and is made available to employees of Empower through his or her employment with Empower. This restriction on the unauthorised disclosure of Confidential Information extends to the employee’s spouse, domestic partner, relatives through bloodline or marriage or personal acquaintances; and

(l) to avoid any situation involving a Conflict of Interest or the appearance of a Conflict of Interest as reflected in the Conflict of Interest Policy. A Conflict of Interest is a situation or circumstance in which private interests of an employee influence or may influence the objective and impartial performance of the exercise of their duty or conduct as an employee of Empower. In this regard, private interests include any advantage for themselves, spouse, domestic partner, relative (whether through marriage or bloodline) or personal acquaintances. Employees are to refrain from letting personal and/or financial interests and external activities come into opposition with the Empower’s fundamental interests.


4. Reporting of Abuses and Procedures

Empower’s Whistleblower Policy is intended to encourage and enable employees, contractors and others to raise serious concerns internally so that Empower can promptly address and correct inappropriate conduct and actions. It is the responsibility of all board members, officers, employees,

agents, consultants and volunteers to report concerns about violations of Empower’s Code of Conduct or suspected violations of law or regulations that govern Empower’s operations.

How to report a breach of the Code of Conduct

Any actual or potential breach or conflict of this Code of Conduct, should be reported in compliance with the procedure outlined in Empower’s Whistleblower Policy, Conflict of Interest Policy and Confidentiality Policy, which is available on the Compliance Pages of Empower’s website.

5. Conflict of Interest

Conflict of Interest refers to any case where an employee’s personal interests may influence the objective and impartial performance of the exercise of their duty or conduct as an employee of Empower. Conflict of interest may occur whenever an employee’s interest in a particular subject may lead them to actions, activities or relationships that undermine Empower and may place it at a disadvantage.

Empower’s Conflict of Interest Policy outlines the rules regarding conflicts of interest and the responsibilities of Empower Personnel and Empower and its subsidiaries in resolving any such discrepancies, and applies to all prospective or current employees of Empower, as well as independent contractors, consultants, agents and persons acting on behalf of Empower or its subsidiaries. A copy of the Conflict of Interest Policy is available on the Empower Compliance Pages of its website.

6. Review

This Code of Conduct will be reviewed and updated annually, from the date of the approval of the Empower Board.

Employees are encouraged to read this policy in conjunction with other relevant Company policies.

(1) In circumstances which make it difficult to refuse or decline a gift, hospitality or gratuity, in particular where such refusal might cause offence or embarrassment to the gift-giver or Empower, the employee/contractor of Empower should send a written notice to the Chief Investment Officer or their Line Manager to seek guidance and prior to accepting such gift or hospitality.

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