PURPOSE

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The Code of Conduct and Ethics aims to establish standards of conduct and ethics for employees and third parties, so that there is always a work environment aligned with its core values: honesty, integrity, and respect.

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APPLICATION

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Applicable to all company employees, as well as service providers or third parties acting on its behalf.

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BRAM OFFSHORE COMMITMENTS

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• Combat and not tolerate corruption in all its forms

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• Not accept business opportunities that conflict with the commitments stated above

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• Adopt ethical, honest, and transparent principles in relationships with public and private agents

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• Ensure the effectiveness of the Integrity Program, continuously updating it with best market practices

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• Contribute individually and collectively to necessary changes in the markets and environments where we operate

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• Be convinced that our growth and continuity depend on this commitment

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• Ensure that all our employees are treated equitably

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• Conduct our business with transparency and integrity, so that the corporate ethical culture is propagated to everyone we relate to, including our administrators, employees, clients, service providers, and suppliers

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• Promote to all parties we have business relations with, whether internal or external, the ethical principles and conduct commitments expressed in this Code of Conduct and Ethics

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• Adopt the principles of honesty and respect in relation to our competitors

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• Engage in honest and fair negotiations, repudiating any form of undue advantage, manipulation, use of privileged information, or other artifices

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• Keep our accounting records truthful, without using any manipulation means, maintaining them accurate and complete, available for any necessary audits

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• Train clearly, objectively, and simply on this Code of Conduct and Ethics so that any user can understand it

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• Maintain active reporting channels 24 hours a day, 7 days a week, so that any irregularity can be reported at any time

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• Conduct periodic monitoring of compliance with this Code of Conduct and Ethics, through internal or external audits

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• Maintain effective internal controls over routine operational processes, so that any exposure that may exist is minimized

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• Conduct internal audits to verify the effectiveness of all internal controls and make adjustments if necessary

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CONFLICT OF INTERESTS

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In conducting our activities, we act ethically, with integrity and transparency, avoiding any type of conflict of interest. All employees must avoid situations where they feel divided between their loyalty commitment to the Company and other personal, professional, family, or financial interests. To avoid situations that could influence the ability to make objective, unbiased, and impartial decisions, consult the Conflict of Interest Policy and the Compliance Department.

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GIFTS, PRESENTS, AND HOSPITALITIES

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The receipt or offer of gifts, presents, and hospitalities may constitute conflict of interest situations and are therefore discouraged. We only offer or receive gifts, presents, and hospitalities in legitimate institutional and commercial practices, strictly following specific guidelines, including the Gifts, Presents, and Hospitality Policy.

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CONTRIBUTIONS, DONATIONS, AND SPONSORSHIPS

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Any contribution, donation, or sponsorship to political parties in exchange for favoritism or undue advantage, or to influence decisions by Public Agents or Politically Exposed Persons, directly or indirectly, even if the favored entity is a charitable institution, is not permitted. Consult the Contributions, Donations, and Sponsorships Policy.

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PERSONAL, CONFIDENTIAL, AND PRIVILEGED INFORMATION

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The Company is committed to protecting personal, confidential, and privileged information of all its employees and other stakeholders, as well as any third party it relates to.

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Any information that is not public domain (such as financial results, potential acquisitions or disposals, loss or signing of important contracts, ongoing litigation) must be protected, regardless of the existence of contracts or formal confidentiality obligations. This applies equally to information about the company, its employees, and other stakeholders.

 

Personal or confidential data must be used legitimately and for the specific purpose for which the information was collected, received, and stored. Data should be kept only for the time necessary for the purpose it is processed. Data protection grants individuals the right to control the maintenance of their data according to the law.

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ATTENTION:

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• Do not disclose confidential information to outsiders and always maintain discretion when conversing in public spaces (subway, airplane, restaurants, events, etc.)

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• Before disclosing sensitive information to third parties, consult the Compliance Department for guidance on the need to formalize a confidentiality agreement

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• Report any situation indicating that the protection or secrecy of sensitive information may be at risk

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FINANCIAL AND ACCOUNTING INTEGRITY

 

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We adopt accepted accounting principles and standards to record financial and accounting transactions. The company does not allow the recording of operations that do not correspond to a real and exact financial counterpart and performs internal controls to prevent fraud.

 

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We maintain our books and accounting records in a way that allows understanding, with sufficient detail, the transactions corresponding to each expense or asset disposition. This requirement is mandated by law and is one of the pillars of the Integrity Program.

 

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Organizations with inefficient internal controls generally face risks of asset mismanagement, conflicts of interest or dealings with interested parties, fraud, bribery, embezzlement, covering up illicit acts and irregularities committed by employees in activities, corruption in the private sphere, payment of bribes, among others.

 

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FRAUD PREVENTION AND TREATMENT

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• Keep records accurate, complete, and easy to analyze for all expenses or revenues, regardless of amount or purpose

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• Under no circumstances alter or conceal accounting data, nor provide or record false or incorrect information in the books

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• Make expenses only with prior authorization, proper receipts, reports, and exact controls

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• Protect and keep all documents for the period required by law

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• Refuse and do not provide false or incomplete documents

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• Do not transfer or assign company assets to third parties without prior authorization

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RELATIONSHIP WITH PUBLIC ADMINISTRATION

 

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We understand that the Public Administration is a fundamental partner for the execution of our activities and an indispensable agent for achieving our objectives.

 

We are engaged and committed to respecting the public interest, seeking public-private relationships based on Ethics, Integrity, and Transparency.

 

To guide our relationship with Public Administration, the Policy on Relationship with Public Administration has been established.​

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RELATIONSHIP WITH CLIENTS

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• Provide our clients with quality services that meet or exceed their expectations, maintaining ethics, transparency, and efficiency to achieve their full satisfaction

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• Communicate, whenever applicable, updates to internal policies that may impact client activities

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• Reinforce fleet excellence in operation, aiming to satisfy clients and contractual objectives at a high level

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RELATIONSHIP WITH SUPPLIERS AND SERVICE PROVIDERS

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In our relationships with suppliers and service providers, we commit to:

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• Contract suppliers based on prior qualification and Due Diligence to assess their level of commitment to class bodies, compliance with laws, and international standards

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• Communicate, whenever applicable, updates to internal policies that may impact supplier activities

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• Prevent any type of discrimination and not allow harassment of employees based on sex, gender identity, sexual orientation, race, color, religion, nationality, physical or mental disability, or any other characteristic protected by law, in relation to any hiring practices, provided the individual is qualified for the essential functions of the role. These practices include but are not limited to recruitment, advertising, job application procedures, hiring, valuation, training, promotion, transfer, remuneration, job assignments, benefits, and/or other employment terms, conditions, or privileges

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• Act honestly, fairly, and with integrity in all commercial relations, respecting any differences that may exist

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Bram Offshore expects its suppliers and service providers to assume the following commitments:

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• Act honestly, fairly, and with integrity in all commercial relations, respecting any differences that may exist

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• Repair any losses or damages caused under their responsibility

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• Not request, obtain, or receive, for themselves or third parties, nor promise, offer, or give undue advantages to any employee or third parties related to the company as a trade for maintaining their business

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• Provide services or materials of quality that meet or exceed our expectations, maintaining transparent, efficient, effective, and respectful service to achieve full satisfaction

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• Strive to always serve us with the most advanced existing technology or technique, providing experiences beyond expectations and always being our first choice

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• Promote working conditions that provide well-being to their employees, ensuring balance between personal and professional life

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• Provide equipment and materials necessary for the proper development of their activities

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• Recognize the right to free association of their employees, respect and value their participation in unions, and not practice any negative discrimination against unionized employees

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• Prevent any type of discrimination and harassment of employees based on sex, gender identity, sexual orientation, race, color, religion, nationality, physical or mental disability, or any other characteristic protected by law, in any hiring practices, provided the individual is qualified for the essential functions of the role

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• Promote equal opportunities for all employees and merit-based policies and procedures for professional advancement, evaluated on a case-by-case basis, repudiating any form of favoritism or privilege among employees

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• Develop a culture of continuous corporate training to keep employees updated and motivated, thus avoiding resignation requests and loss of employees to the market

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• Repudiate any retaliation against employees who report any violation of the Company's Code of Conduct and Ethics or any other internal policy or applicable law

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• Guide their employees on this Code of Conduct and Ethics, internal policies, and all anti-corruption laws and related regulations to cultivate an ethical environment where each employee can spread ethical culture

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DISCRIMINATION AND DIVERSITY

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We value an ethical, transparent, safe, trustworthy, diverse, and fair work environment that allows all our employees to succeed and have opportunities. Everyone in the company is responsible for ensuring this environment, with relationships based on cordiality, respect, and trust.

 

We offer equal opportunities in recruitment, access to training, promotion, remuneration, well-being, and career development. Skills, competencies, and experience are the only factors considered.

 

We prohibit all forms of discrimination based on gender, age, origin, religion, sexual orientation, physical appearance, health, disabilities, union membership, or political option. We do not tolerate conduct that may harm the personal dignity of our employees.

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ABUSE OF POWER AND HARASSMENT

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No employee should be subjected to any form of harassment. We are committed to providing a healthy work environment, free from such practices, where all employees can develop. For this reason, the company established the Harassment and Workplace Complaint Policy.

 

We do not tolerate moral or sexual harassment, abuse of power, disrespect, intimidation, or threats in relationships among employees and with third parties.

 

We do not admit the use of leadership positions to request favors or personal services from subordinates or demands that conflict with company guidelines or applicable laws and regulations.​

 

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HEALTH, SAFETY, AND ENVIRONMENT

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Health, Safety, and Environment are our fundamental values and commitments inside and outside our facilities. We are engaged in ensuring the necessary resources to provide a healthy, safe, and environmentally respectful work environment. For this, our commitment is to:

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• Comply with applicable occupational health, safety, and environmental regulations, with established quality processes, developing the best operations, procedures, and policies

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• Authorize any employee or contractor, regardless of position or role, to stop any work when safety issues arise. If this occurs, work should resume only once operation safety is ensured

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• Promote and continuously reinforce policies related to health, safety, and the environment, clearly communicating expectations and acting as an example in defending our standards

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HUMAN RIGHTS AND TRAFFICKING IN PERSONS

 

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The company strictly prohibits suppliers, competitors, and employees from engaging in any activity related to human rights violations and trafficking in persons.

 

These activities include using force, fraud, or coercion to subject a person to involuntary servitude or obtain work through threats of serious harm to that person or another. This includes involvement in sexual trafficking and acquisition of commercial sexual acts (even if legal where the act occurs).

 

The company also prohibits its employees, competitors, and other staff from engaging in the following specific practices:

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• Destroying or withholding access to identity or immigration documents of employees

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• Improper withholding of any payments or earnings rightfully belonging to an employee or worker and/or illegal salary deductions

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• Requiring workers to pay service fees in exchange for work

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• Using fraudulent means to recruit employees, such as not disclosing key employment terms

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• Penalizing employees or workers for resigning after providing the required notice

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