CODE OF CONDUCT AND ETHICS

Minerva Marine Inc. (hereinafter the "Company") has adopted this Code of Conduct and Ethics (the "Code") which is applicable to all Company’s employees, managers, agents and ship personnel serving on board vessels managed by the Company (hereinafter the “Individuals” / “Covered Persons”).

This Code provides basic guidelines regarding the minimum requirements expected by the Individuals and reflects the Company’s core values and commitment to manage its business with integrity, without being constraining, as it does not describe all Company’s policies in detail.

It is important that all Individuals take time to review the Code and commit to uphold its requirements.

I. Conflicts of Interest

A conflict of interest occurs when an Individual's private interests interfere, or appear to interfere, with the interests of the Company as a whole.  While it is not possible to describe every situation in which a conflict of interest may arise, Individuals must never use or attempt to use their position with the Company or their rank on a vessel to obtain personal benefits. Any Individual who is aware of a conflict of interest, or is concerned that such a conflict might arise, should address the matter with his/her manager/superior immediately.

II. Corporate Opportunities

Individuals owe a duty to promote the Company’s legitimate interests and not to use corporate property/information, their position in the Company or their rank on a vessel to advance personal interests.

III. Confidentiality and Personal Data Privacy

Confidential information includes any internal information obtained in the course of employment, including but not limited to non-public information concerning the Company’s business, the Company’s customers and suppliers, the Company’s contracts, agreements and transactions and any legal proceedings commenced by or against the Company as well as any non-public information that might, if disclosed, be harmful to the Company or its customers.

Any Individual in possession of such information, must maintain the highest degree of confidentiality and must not disclose same, unless lawful authorization is obtained. This obligation remains in effect during the employment of each Individual as well as thereafter.

Further, the privacy of personal data should be protected and treated with confidentiality. Any personal data processing should be made in accordance with the applicable laws and regulations.

The consequences to the Company and the Individual/s concerned can be severe if unauthorized disclosure of any non-public, privileged or proprietary information takes place and/or if any unlawful processing of personal data takes place.

IV. Environmental Compliance

All individuals are aware, understand and agree to the Company’s Policy for environmental compliance and in this respect they accept responsibility for working towards achieving environmental protection continual improvement. No environmental violation whatsoever is to the benefit of the Company and therefore there is zero Company’s tolerance against any such kind of act/omission.

V. Anti-Money Laundering and Combatting Terrorist Financing

It is Company’s policy to comply with all applicable laws, regulations and recommendations in relation to anti-money laundering and combatting terrorist financing.

The identifying information of Company’s existing and potential business partners and customers, the purpose and nature of its business with them are reviewed by Company on a regular basis. In case the purpose and intended nature of the business relationship are or become suspicious, the Company will refuse the commencement of the business relationship or its continuation, as the case may be.

The Company implements procedures ensuring that sanctioned entities and individuals listed in the OFAC (USA), UN and EU sanctions lists, as updated from time to time, are identified and no business is conducted with such entities and individuals.

VI. Anti-corruption, Gifts and Hospitality

It is Company’s policy to comply with all applicable anti-corruption laws, deny any form of bribery and conduct its worldwide business in an ethical, fair and transparent manner.

It is strictly prohibited for Individuals to offer to pay, pay, authorize payment or promise to pay money or anything of value, directly or indirectly, to a Government Official, an existing or potential business partner or any other party, when such payment is intended to influence latter’s act or decision, to award or retain business, or to induce or reward unethical or illegal behavior or a breach of duty.

The Individuals shall not request, receive, solicit, agree to receive, directly or indirectly, money or anything of value that may reasonably be regarded as a bribe or as an improper incentive for the Company’s business activities.

Gifts and hospitality must never be offered or provided with a purpose of trying to improperly influence business conduct.

VII. Market Abuse and Market Conduct

While in the course of dealing with charterers, brokers, vendors, suppliers or any other party, an Individual becomes aware of material non-public information (“inside information”), accidentally or otherwise, he/she must report this to his/her manager/supervisor immediately and must not misuse such information.

VIII. Ethics Policy

Individuals must act honestly, ethically and fairly towards the Company's customers, suppliers, competitors and employees. No kind of harassment and/ or bullying including cyber bullying, manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice should take place. The Company has a zero-tolerance approach towards fraud and deception.

IX. Protection and Proper Use of Company Assets

The Company's assets are only to be used for legitimate business purposes and only by authorized Individuals. This applies both to tangible assets (such as office equipment, telephone, copy machines, etc.) and intangible assets (such as trade secrets, software, confidential information, etc.). Individuals have a responsibility to protect the Company's assets from theft and loss and to ensure their efficient use. If an Individual becomes aware of theft, waste or misuse of the Company's assets, such Individual should report this to his/her manager/superior or to the Company’s internal legal department immediately.

X. Compliance with Laws, Rules and Regulations

It is the Company's policy to strictly comply with all laws, rules and regulations that apply to its business.  It is the personal responsibility of each Individual to adhere to the standards and restrictions imposed by these laws, rules and regulations and to prevent, detect and report instances of non-compliance.

There are no circumstances where the Company will allow that any law or regulatory requirement be disregarded in the conduct of its business.

XI. Harassment and Bullying

The Company promotes a working environment in which harassment & bullying including cyber bullying are not tolerated, supports the right of everyone to be treated with dignity & respect at work and ensures that all individuals are aware of their responsibilities. Incidents of harassment and/ or bullying should be reported to the Company, in order to be treated confidentially and effectively. Disciplinary actions may be taken in case of: physical assault including sexual assault, intimidation, coercion, interference with the work of other and conduct based on gender affecting the dignity of women and men at work which is unwanted, unreasonable and/ or offensive to the recipient.

XII. Enforcement and Duty to Report

Individuals shall report any actual or suspected violation of the Code to their manager/superior.

All should organize their area of responsibility in such way that violations of the Code can be observed and relevant reports are received and looked into.

Violations may result in reprimand, claim for damages and/or termination of employment or loss of office.

The above principles form part of the Company’s general policy.

Failure of compliance with the Code of Conduct and Ethics and/or failure to notify the Company of any violation of the Company’s Code of Conduct and Ethics is ground for disciplinary action and/or dismissal.

XIII. Whistleblower Program

The Company has adopted a Whistleblower Program by means of which, Individuals are encouraged to report any known or suspected violation of the Code by either filing a report or calling the Hotline numbers. To file a report Click HERE.

Individuals may choose to remain anonymous, but even if they identify themselves, their identity and information provided will remain strictly confidential.

141-143 Vouliagmenis Avenue, Voula, Athens, 16673, Greece
Ph: +302108907500
Fax: +302108907670
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