Conduct and Ethics

Petrogas Business Conduct and Ethics Code

Core Values

The Core Values of Petrogas are to have integrity in all internal and external relationships; to encourage a corporate culture of metrics and accountability; and to always respect natural and human environments. As a business and a good corporate citizen, here is what defines our Core Values:

  • We meet the highest ethical standards in all business dealings.
  • We are honest with others and ourselves.
  • We do what we say we will do.

To maintain those values, Petrogas holds its workforce to the highest standards of business honesty and integrity and encourages everyone to report questionable conduct or behavior. We believe in being transparent with and responsive to our customers and stakeholders at all times. And we comply with the letter and the spirit of all applicable local and international laws when conducting Company business.

Business Conduct and Ethics Code

The Petrogas Business Conduct and Ethics Code is built on our Core Values and highlights the principles that govern our business conduct. The Code helps our customers, employees, suppliers, and stakeholders understand how the Petrogas values are put into practice every day. It answers questions regarding situations that we might encounter in the course of conducting our business and provides our employees and contractors with the resources to obtain immediate help in remaining true to the highest ethical standards.

By way of illustration and not limitation, all Petrogas Employment and Independent Contractor Agreements explicitly proscribe Fraudulent and Corrupt Practices. Fraudulent Practice means a misrepresentation of facts in order to influence a selection process or the execution of a contract to the detriment of the Company or its clients, and includes collusive practices (prior to or after submission of proposals) designed to establish prices at artificial, noncompetitive levels and to deprive the Company or its clients of the benefits of free and open competition. “Corrupt Practice,” means the offering, giving, receiving, or soliciting of anything of value to influence the action of a public official in the selection process or in contract execution.

However, like any internal Standard Operating Procedure (SOP) document, the Code cannot address every possible situation nor does it list all of Petrogas’ Corporate Policies and Procedures. The Code also informs the public about our ethical standards. When our employees follow the Code, we communicate our commitment to the values that make Petrogas admired both as a business partner and as a valued good corporate citizen. It is important to note, however, that violations of the Code, or the policies referred to in the Code, could result in disciplinary actions by Petrogas including termination of employment, independent contractor agreement, and/or criminal prosecution.

Ethical Decision Making

Ethical decision-making is essential to the success of our Company. In the course of conducting our business, some decisions are obvious and easy to make; others are not. When faced with a difficult situation, asking ourselves the questions below helps us make the right ethical decisions. Four “yes” answers are required to qualify an action as ethical and in step with the Petrogas Core Values.

  • Is it legal?

If we think an action may be illegal, we do not proceed. We require our employees, consultants and suppliers to consult their supervisors, managers or Petrogas attorneys nearest to them if they need information about which laws apply in a given situation.

  • Is it consistent with Company policy?

If the proposed action does not comply with Company policy, we do not do it.

  • Is it consistent with The Petrogas Way?

 We consider whether the action would be consistent with our Company’s Core Values.

4. If it were made public, would we be comfortable?

We constantly ask ourselves if we would make the same decision if we knew that it would be reported on the front page of tomorrow’s newspaper.

Avoiding Conflicts of Interest

At Petrogas, we always expect one another to act in the best interests of the Company. This means that business decisions should be made free from any conflict of interest. They should also appear impartial. We must make our decisions based on sound business reasoning. Conflicts of interest may occur when an individual’s outside activities or personal interests conflict or appear to conflict with his or her responsibilities to Petrogas. An outside activity would be considered a conflict of interest if it:

  • Has a negative impact on our business interests.
  • Negatively affects Petrogas’ reputation or relations with others.
  • Interferes with an individual’s judgment in carrying out his or her duties.

Employees and directors—and members of their immediate families must never:

  • Compete against the Company.
  • Use their position or influence to secure an improper benefit for themselves or others.
  • Use Company information, assets or resources for their personal gain or the improper benefit of others.
  • Take advantage of inside information or their position with the Company.

Any activity that has the appearance of a conflict of interest — whether or not an actual conflict exists — must be avoided. Everyone is required to disclose the potential conflict to their supervisor or manager immediately if they think they may be in a situation that could be perceived as a conflict. And if any of us sees a conflict of interest at Petrogas, we must report it. Avoiding conflicts of interest in all of our business decisions is essential to our values of Integrity and Trust.

Avoid Accepting or Giving Gifts, Fees, Favors or Other Advantages

It is also a conflict of interest for a Petrogas employee or director to give or receive gifts or entertainment of more than nominal value, or cash in any amount to or from people or companies doing business with Petrogas. Therefore, we must not:

  • Accept fees or honoraria in exchange for services provided on behalf of the Company.
  • Provide or accept gifts or entertainment from anyone doing or seeking business with Petrogas or any of its affiliates.
  • Give a gift or entertainment to anyone for the purpose of improperly influencing him or her to take action in favor of Petrogas.

Generally, modest forms of gifts and entertainment received from vendors are acceptable and do not create conflicts of interest. If we ever feel that it may be appropriate to accept a gift of more than nominal value, we should seek guidance from our supervisors. Managers have the responsibility for providing guidelines for employees on what is considered “nominal value” for such gifts and entertainment.

Antibribery, International Trade and Anticorruption Laws

Wherever Petrogas operates, we respect and comply with the laws and regulations. We conform to each country’s unique customs and business practices. When business transactions involve more than one country, we find the best way to comply with all applicable laws. Whenever a possible conflict of laws situation arises, we always seek guidance from our organization’s counsel.

Bribery Is Always Prohibited

Bribery of any government official in any country is strictly against Petrogas policy, even if the refusal to make such a payment would result in the Company losing a business opportunity. Almost every country prohibits the bribery of its own officials. In addition, many countries have laws that make it illegal to bribe officials of other countries. Management approval is required before any gift or payment can be made to a government or public official. In some cases, a supervisor must also approve the gift or payment.

Complying With International Trade Laws

Laws that apply to Petrogas operations include Tanzanian and the local laws of countries where our operations occur, as well as certain U.S. laws that govern international operations. Many countries have laws that restrict or otherwise require licensing for the export and/or import of certain goods and services to other countries and to certain parties. Countries may also impose various kinds of trade sanctions or embargoes against other countries or persons. The scope of these trade sanctions or trade embargoes may vary widely from country to country. They may range from specific prohibitions on trade in a specific commodity to a total prohibition of all commercial transactions. Due to the complexities of the legal requirements under many of these international trade laws, we always seek guidance from Petrogas’ legal counsels before exporting or importing goods or services or engaging in transactions that might be affected by trade sanctions.

Government Affairs and Political Involvement

Petrogas conducts its participation in the political arena according to the highest ethical standards. In the course of doing business, Petrogas interacts regularly with government officials. How we conduct ourselves with governments and in the political arena can affect our reputation, our operations, and our ability to work with government officials and other stakeholders. The Trust that we depend upon from both local, national and global communities and governments is essential to our business, and we have to continually earn it. Our activities meet the highest ethical standards and comply with all government laws and rules. In all instances, it is imperative for employees to seek proper guidance and obtain the required approvals before engaging in government or political activities.