1. Purpose and Scope
This Code of Business Conduct and Ethics (the "Code") sets out the standards of integrity and ethical conduct that govern Compass Energy Pte. Ltd., trading as Deskely (the "Company"). The Code applies to the Company's director, officers, employees, and contractors, and, where applicable, to agents, consultants, business representatives, suppliers, and other third parties acting on the Company's behalf (together, "Personnel and Representatives").
The Company provides digital commissioning, completions and inspection software for FPSOs and other offshore production facilities, and conducts business with clients, partners and public-sector counterparties in multiple jurisdictions. The Company is committed to conducting all business honestly, lawfully and with integrity, everywhere it operates.
2. Compliance with Laws
Personnel and Representatives must comply with all laws and regulations applicable to the Company's business, including the laws of Singapore and of the jurisdictions where the Company pursues or performs work, such as the Singapore Prevention of Corruption Act, the Brazilian Anti-Corruption Law (Law No. 12,846/2013), the US Foreign Corrupt Practices Act and the UK Bribery Act, in each case to the extent applicable.
3. Anti-Fraud, Anti-Bribery and Anti-Corruption
The Company prohibits all forms of fraud, bribery and corruption. Personnel and Representatives must never, directly or through any third party, offer, promise, give, request, or accept any bribe, kickback, facilitation payment, or other improper advantage, whether involving private parties or public officials, to obtain or retain business or any other advantage.
All transactions must be properly authorised and accurately recorded. No undisclosed or unrecorded funds or accounts may be established or maintained for any purpose.
4. Conflicts of Interest, Gifts and Hospitality
Personnel and Representatives must avoid situations in which personal interests conflict, or appear to conflict, with the interests of the Company, and must disclose any actual or potential conflict to the Compliance Officer. Gifts and hospitality may only be offered or accepted where they are modest, infrequent, lawful, given openly, and incapable of being perceived as an attempt to improperly influence a business decision. Gifts of cash or cash equivalents are prohibited.
5. Relationships with Government Officials and Political Agents
Interactions with public officials, state-owned enterprises (including Petroleo Brasileiro S.A. and its employees) and political agents must be transparent, lawful and properly documented. The Company does not make political contributions. Any family or other close relationship between Personnel and Representatives and an employee or official of a client or public body with which the Company does business must be disclosed to the Compliance Officer.
6. Third Parties and Intermediaries
The Company applies risk-based due diligence before engaging suppliers, intermediaries, agents, consultants, business representatives and partners. Diligence is proportionate to risk and may include integrity screening, verification of corporate standing and beneficial ownership, and assessment of the counterparty's reputation and compliance record. Engagements must be documented in written agreements that include integrity commitments consistent with this Code, based on the model clause in Annex A. Third parties acting on the Company's behalf must be supervised and must never be used to do indirectly what the Company may not do directly.
7. Human Rights and Labour Standards
The Company is committed to respecting, raising awareness of, and advocating for Human Rights in line with the Universal Declaration of Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, and the international treaties and conventions ratified by the states in which it operates, including the Federative Republic of Brazil. In particular, the Company commits to:
- Practices against slave, forced or compulsory labour in its activities and supply chain;
- Guaranteeing freedom of association and the effective recognition of the right to collective negotiation;
- The eradication of child labour, including the sexual exploitation of children and adolescents;
- Actions against moral or sexual harassment and any kind of discrimination; and
- The promotion of diversity, equality and inclusion in its workforce and business relationships.
The Company assesses Human Rights risks as part of its annual compliance review (Section 13) and addresses any potential impacts caused by its activities, including in its supply chain.
8. Books, Records and Financial Integrity
The Company maintains books, records and accounts that accurately and fairly reflect its transactions in reasonable detail, in accordance with applicable accounting standards and the Singapore Companies Act. Falsification of records, money laundering and the financing of terrorism are strictly prohibited, and Personnel and Representatives must remain alert to and report any indication of such conduct.
9. Data Protection and Privacy
The Company protects personal data in accordance with the Singapore Personal Data Protection Act 2012 (PDPA) and, where applicable to its activities, aligns with the principles of the Brazilian General Data Protection Law (LGPD, Law No. 13,709/2018) and other applicable data protection laws. Personal data is collected and processed only for legitimate business purposes, kept accurate and secure, retained no longer than necessary, and never disclosed except as permitted by law.
Requests, complaints or enquiries from data subjects may be addressed to the Company's designated privacy contact at oscar@compass-digital.com. This channel is open to the public.
10. Reporting Channel (Speak Up) and Non-Retaliation
Any person, inside or outside the Company, may report in confidence any suspected fraud, corruption, violation of personal data, Human Rights violation (including discrimination and moral or sexual harassment), or other breach of this Code or the law. Reports may be made to the Compliance Officer at oscar@compass-digital.com or directly to the Director. Anonymous reports are accepted. This channel is communicated to all Personnel and Representatives and published on the Company's website (deskely.com).
The Company prohibits retaliation of any kind against anyone who reports a concern in good faith or participates in an investigation.
11. Investigations
The Compliance Officer assesses and investigates all reports of suspected fraud, corruption, personal data violations or other breaches of this Code, with the support of external advisers where appropriate, and reports findings to the Director. Investigations are conducted promptly, objectively and confidentially. Where a breach is confirmed, the Company applies corrective measures, which may include disciplinary action up to termination of employment or engagement, termination of contracts, and referral to the competent authorities.
12. Training, Communication and Acknowledgment
This Code is communicated to all Personnel and Representatives upon engagement and re-circulated annually, in each case with written acknowledgment. The annual briefing covers ethical conduct, the prevention of fraud and corruption, Human Rights (including the topics listed in Section 7), and data protection and privacy. Signed acknowledgments are retained by the Company.
13. Periodic Review
The Compliance Officer conducts an annual compliance review covering the effectiveness of this Code, fraud and corruption risks, Human Rights risks across the Company's activities and supply chain, and data protection practices, and recommends improvements to the Director. The baseline review was performed upon the adoption of this Code.
14. Administration and Waivers
The Chief Executive Officer, Mr Oscar Angell (oscar@compass-digital.com, +47 452 97 627), acts as Compliance Officer under this Code, with oversight by the Director. Any waiver of this Code may be granted only by the Director, in writing, and only where lawful. This Code is reviewed at least annually and updated as required.
Annex A: Model Supplier and Partner Integrity Clause
"The Counterparty represents, warrants and undertakes that, in connection with this Agreement, it and its owners, directors, employees, agents and subcontractors: (a) shall comply with all applicable anti-bribery, anti-corruption, anti-money-laundering and anti-fraud laws, including, where applicable, the Singapore Prevention of Corruption Act, the Brazilian Law No. 12,846/2013, the US FCPA and the UK Bribery Act; (b) shall not offer, promise, give, request or accept any bribe or other improper advantage; (c) shall respect internationally recognised Human Rights, and shall not use or tolerate slave, forced or child labour, including the sexual exploitation of children and adolescents; (d) shall guarantee freedom of association and the right to collective negotiation, prevent moral and sexual harassment and all forms of discrimination, and promote diversity, equality and inclusion; (e) shall protect personal data in accordance with applicable data protection laws; and (f) shall promptly report to the Company any suspected breach of this clause. Breach of this clause entitles the Company to terminate this Agreement with immediate effect."