Top Banner
8/2/2019 Code Conduct Ethics http://slidepdf.com/reader/full/code-conduct-ethics 1/40 Code of  Conduct
40

Code Conduct Ethics

Apr 05, 2018

Download

Documents

shivexhk
Welcome message from author
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Transcript
  • 8/2/2019 Code Conduct Ethics

    1/40

    CodeofConduct

  • 8/2/2019 Code Conduct Ethics

    2/40

    Table ofContents

    Noble Corporation June 2011

    2 CEO Message & Introduction

    4 Overarching ValuesHonesty and Integrity

    Safety

    Environmental Stewardship

    Fair Employment

    6 General Business PrinciplesBusiness Ethics and ComplianceBusiness Strategy

    Quality and Operational Excellence

    Risk Management

    Customer Relations

    Supplier Relations

    8 HSE & QualityHSE

    Emergency Action

    Quality

    Environmental Sustainability

    12 Workplace ConductMutual Respect

    Non-Retaliation

    Workplace Violence

    Internet and Social Media

    Alcohol and Drugs

    Data Privacy

    Learning and DevelopmentEqual Opportunity

    18 CommunicationsBusiness Communications

    Political Activity/Lobbying

    Political Donations

    20 Confict o InterestConflicts of Interest

    Gifts and Hospitality

    Insider Dealing

    24 LegalAnti-Bribery and Anti-CorruptionGovernment Officials

    Agents

    Fair Competition

    International Operations

    Trade Controls

    Global Security

    Money Laundering

    30 Protecting our AssetsProperty and Equipment

    Intellectual PropertyInformation Technology

    Records Management

    34 FinancialFinancial Accounting and Reporting

    Disclosure

    36 Employee Resources

    Important ContactsReporting Issues and Concerns

    The NobleLine

  • 8/2/2019 Code Conduct Ethics

    3/40

    A resource is onlyeective if it works whenyou need it the most.

  • 8/2/2019 Code Conduct Ethics

    4/402 Noble Corporation June 2011

    CEO Message

    Earning and maintaining the trust of our coworkers, customers,

    shareholders, government regulators, communities and others is

    one of the hardest jobs we have. The value of a strong reputation

    cannot be overestimated. Regaining trust and rebuilding a

    tarnished reputation is even harder, if not impossible to do.

    The purpose of Nobles Code of Business Conduct and Ethics

    is to provide guidance in doing your job and conducting business

    day-to-day. Maintaining our high ethical standards is essential

    in order to preserve Nobles nine decade-long heritage, strong

    reputation and the trust of our business partners. The Code claries

    Nobles expectations for individual and team behavior and work-

    related interactions and activities. It is a reference for the Noble

    policies, processes, tools and resources available to support you in

    acting with honesty and integrity and following all laws, rules and

    regulations that apply to you and Noble.

    This Code cannot answer every question, solve every problem

    or clarify every issue. If you have questions or concerns or need

    detailed guidance, please refer to the Administrative Policy

    Manual, talk to your supervisor or manager, or contact one of the

    listed Employee Resources.

    Noble wants you to succeed and will continue to give you the

    tools and information you need to live up to our Code of Business

    Conduct and Ethics.

    The Noble Code of Business

    Conduct &Ethics

    David W. Williams

    Chairman, President and Chief Executive Ocer

  • 8/2/2019 Code Conduct Ethics

    5/40

    Introduction

    Noble Corporation June 2011

    As a Noble employee, your decisions and actions aect

    coworkers, customers, suppliers, shareholders, community members

    and others. The Noble Code of Business Conduct and Ethics (the

    Code) is a resource to help you understand and apply Nobles

    values, general business principles and policies related to your day-

    to-day work activities, and to provide general guidelines that are

    further strengthened and complemented by the our Administrative

    Policy Manual. The Code provides an overview of Health, Safety

    and Environment (HSE), quality, the workplace, communications,

    conicts, following the law, Company assets, nancial compliance,

    and employee resources.

    The Code applies to all Noble employees, ocers, and members

    of the board of directors, and impacts those we do business with,

    including customers, contractors, suppliers and agents. Every person

    covered by Nobles Code must be familiar with it and follow the

    leer and spirit of the Code, Noble standards and policies, even if we

    are not required to do so by laws and regulations. Those who violate

    any standard in this Code may be subject to disciplinary action.

    Any waiver of this Code may only be made by the Board of

    Directors of the Company or a commiee of the Board. If a law

    conicts with a policy in this Code, you must comply with the law;

    however, if a local custom or policy conicts with this Code, you

    must comply with the Code.

    Noble encourages you to report any suspected Code or policy

    violation. Our policy protects you from retaliation if you make areport in good faith.

    If you have questions about any aspect of the Code and how

    it applies to you and others, talk to your supervisor, manager,

    Human Resources representative, Corporate Compliance or call the

    NobleLine. All employees worldwide can call NobleLine at any time

    to anonymously report any concerns that are not being addressed

    through normal channels. Call NobleLine to discuss issues related to:

    Violations of laws or policies

    Workplace harassment/discrimination Fraud, theft, conict of interest or inappropriate gifts,

    entertainment and gratuities

    The environment and worker health and safety

    Actions that threaten Nobles integrity, security or reputation

    Even with guidance from the Code of Business Conduct and

    Ethics, the right path may not always be easy to identify. In these

    situations, ask yourself if an action or decision is legal and ethical,

    follows Noble policies and honors Noble values. If you can answer

    yes to these questions, you are on the right path.

  • 8/2/2019 Code Conduct Ethics

    6/404 Noble Corporation June 2011

    Over our longhistory, Noblehas consistently

    communicated whatwe value, what westand for and whatmakes us unique.These overarchingvalues are thefoundation ofthe Noble Way

    and can be found inboth our wrien andunwrien policies.

    Overarching Values

    Honesty and IntegrityHonesty and integrity are the most important qualities of who we are and in all of our

    business dealings. We will demonstrate these values in every aspect of our relations with

    employees, customers, suppliers, subcontractors, government and regulatory authorities,shareholders and other investors, the business community and the public. We will be

    forthright, honor agreements, meet obligations in a timely manner, maintain the spirit and intent of

    our commitments, value good relationships and adhere to applicable national and international laws

    and regulations.

    SafetyThe safety of our people is Nobles greatest responsibility and we believe every job can

    and must be done safely. We respect the safety and welfare of lives and property beyond

    our own people, including customers, suppliers, subcontractors and regulatory personnel.

  • 8/2/2019 Code Conduct Ethics

    7/40Noble Corporation June 2011

    We maintain extensive policies, processes and procedures to create

    a safe work environment and provide training and equipment to

    help our employees stay safe on the job. Process safety is a large part

    of our eort to achieve a safe work environment and is based upon

    a structured incident and near miss reporting system, and carefully

    dened and communicated rating matrices, all feeding into a program

    of continuous improvement. We want every employee to return home

    to their families and loved ones safely at the end of the day.

    As a Noble employee, you not only have the authority but the

    obligation to alert or, if necessary, suspend any process or operation if

    you believe it represents a hazard to the life and health of any person,

    the environment or surrounding communities.

    Environmental StewardshipWe are stewards of our global natural resources. It takes the

    commitment of Noble employees, individual citizens, the publicsector and the industry to preserve and improve the environment. Our

    collective eorts assure that current and future generations enjoy the

    benets of a cleaner environment.

    Nobles approach is to be proactive, act voluntarily and go

    above and beyond regulatory compliance in our eorts to protect

    the environment.

    Managers have the fundamental duty to inform employees about

    environmental issues aecting them and their operations and the

    specic policies and procedures we have to minimize our impact onthe environment. As stewards of the environment, all employees are

    to promptly report any deviation from our goals to ensure Noble is

    in compliance with environmental rules, regulations and Company

    policies.

    Fair EmploymentWe strive to be the employer of choice and respect the dignity and

    worth of all employees. We expect each individual to demonstrate a

    strong work ethic and contribute to Nobles success.

    Noble is an equal opportunity employer. It is our policy not to discriminate againstemployees and people who apply to work for Noble.

    Noble has operations in many countries and endeavors to employ a skilled workforce that

    reects the diverse populations of the communities where we operate. We will train employees

    to steadily develop and improve their competence and skills so they are fully prepared to

    meet the highest industry standards, customer expectations and demands of modern oshore

    drilling. We will foster a culture where our employees reach their highest potential and create

    an environment that provides a safe place to work, structured career development, encourages

    open communication, promotes teamwork, and rewards performance.

  • 8/2/2019 Code Conduct Ethics

    8/406 Noble Corporation June 2011

    These general businessprinciples guide howNoble conducts our

    business. Keeping theseprinciples in mind willhelp you approach yourjob in a way that benetsthe Company and ourstakeholders.

    General Business

    Principles

    Business Ethics and ComplianceWe will deal honestly and adhere to high ethical standards in all business activities. This

    is how we earn and keep the trust of each other, our customers, shareholders and everyone we

    impact with our decisions and actions.

    Noble invests in mandatory ethics and compliance training, outreach and monitoring to

    ensure our employees meet our high standards and comply with applicable laws and regulations

    wherever we operate. As an employee, you must annually review and arm that you understand

    and are commied to this Code and the Administrative Policy Manual.

    Business StrategyNobles long-standing business strategy is the enhancement of our eet of mobile oshore

    drilling units through economic acquisitions and construction, market-projected rig upgrades

  • 8/2/2019 Code Conduct Ethics

    9/40Noble Corporation June 2011

    and deployment of drilling assets in proven and emerging geological

    regions. We adhere to a conservative nancial policy and disciplined

    operational mind-set to understand and manage nancial and

    operational risk and deliver shareholder value. We integrate HSE

    performance improvements into our business strategy to add further

    value for customers, shareholders and employees and contribute to the

    sustainability of our business.

    Quality and Operational ExcellenceWe strive for a system of continuous improvement to beer

    our operating eciency, asset reliability, safety performance and

    environmental protection. Our quality management systems serve

    to document the processes by which we will conduct our daily

    operations and to provide a means of assuring consistent performance

    through the management of change. We will invest in quality assets

    and continuously improve our eciency, asset reliability, safety and

    environmental performance. We are commied to excellence in HSE,

    operations, communications, teamwork, engineering, personnel and

    maintenance. We stand ready to learn, grow and improve to beer

    serve our customers and dierentiate Noble from our competitors.

    Risk ManagementNoble manages risk proactively to improve safety, environmental,

    operational and nancial performance. To minimize risk, we train

    our employees, provide a safe environment, operate clean and well-

    maintained rigs and keep equipment in good working order. We audit

    rigs regularly to ensure that employees follow policies and procedures

    and use equipment properly.

    Customer RelationshipsStrong customer relationships provide superior nancial

    returns, stability and high asset utilization rates that benet both

    our shareholders and customers. We provide our customers

    with trained and competent workers, advanced technology and

    well-maintained drilling units and equipment they need to nd

    oil and gas safely, eciently and cost-eectively. Our goal for quality and operational

    excellence cultivates mutually benecial relationships with all of our customers.

    We continuously look for new ways to improve our performance and assets, and collaborate on

    projects to meet our customers increasingly complex needs. In return, we expect our customersto meet their obligations in a timely manner, and partner with us to achieve operational, HSE,

    and nancial success.

    Supplier RelationshipsNoble seeks and prefers to work with vendors who meet their obligations in a timely and

    eective manner while sharing our values, demonstrating high standards of ethics and integrity

    in all business dealings and complying with all applicable laws, regulations and rules. We expect

    our contractors, suppliers and subcontractors to comply with all applicable Noble policies and

    procedures when performing any assignment on Company premises.

  • 8/2/2019 Code Conduct Ethics

    10/408 Noble Corporation June 2011

    Noble promotesand encouragesa culture of safety,

    protecting ouremployees andensuring we deliverthe highest qualityservice to ourcustomers.

    HSE & Quality

    HSENoble is commied to conducting operations with the highest levels of integrity. In all

    circumstances, we look to do the right thing, avoid short-cuts which could undermine the quality

    and safety of our operations, and continually improve our procedures. This commitment bothprotects our employees and ensures we deliver the highest quality service to our customers.

    We are all responsible for safety, and it is our prime consideration. No job is so urgent that

    time cannot be taken to do it right. All employees, from executives and management to rig crews,

    must carry out their individual and collective responsibilities and work towards our goal of

    working without injuries.

  • 8/2/2019 Code Conduct Ethics

    11/40

    Field Notes

    Noble Corporation June 2011

    In conducting our operations, we should remember:

    All of us, regardless of position, have the express authority and

    obligation to suspend any operations, which, in our opinion,

    constitute a hazard to the life and health of any person or to the

    surrounding communities It is fundamental that our managers and supervisors be informed

    on health and safety issues aecting our operations and to have

    procedures to ensure safe operations

    Our managers and supervisors must promote a culture that

    encourages open communications and adherence to our safety

    programs

    Emergency ActionEmergency situations, such as injuries or serious damage to

    property, can happen at any time, and we must be prepared and

    ready to take action. In an emergency, our primary concerns are to:

    Protect the health and safety of our people, property and the

    environment

    Ensure timely notication of supervisors and management

    Comply with all applicable laws and regulations including

    required agency notications

    We all have a responsibility to ensure that information about

    emergency situations is escalated in a timely manner and to the

    proper people within Noble.

    Remember

    Four Basic Steps for Safety

    1. Conduct good job planning

    2. Execute work per the agreed job plan

    3. Stop the job when work has deviated rom the plan

    4. Identiy and communicate lessons learned,

    both good and bad

    See Administrative Policy Manual Section 3 for more details

    Q:I recently saw an event wsomeone got hurt bulooked like the medic avoided gthe employee certain medicationorder to make our saety numbersbetter. What should I do?

    A:It is important to underssaety incidents in ordeprevent similar incidents in the uStart by asking or an explanarom the medic as there may be oreasons or the type o treatmprovided. I youre still concealert your supervisor, and contacNobleLine i the issue continues.

    Q:I am new to Noble, but out top o my class duintroduction / orientation schoolmy rst hitch, a situation arose whattempted to stop the job as I had taught. However, my supervisorme not to worry and that I shwork as directed. What should I d

    A:You should ask your superor urther explanationtheir comments and discuss whatlearned in orientation. I you areuncomortable, talk with yourManager, and contact the NobleLthe problems persist.

    Remember

    Failure to ollow procedures and report an incident

    may violate Noble policy and also break the law.

    See Administrative Policy Manual Section 3 for more details

  • 8/2/2019 Code Conduct Ethics

    12/400 Noble Corporation June 2011

    The culture o a workorce is a product o its

    leadership. Our saety culture is ounded on vepillars:

    1. Demonstrate Genuine Care and Concern

    Working sae comes rom a genuine, heartelt

    desire not to see the lives o employees, their

    amilies and loved ones negatively impacted.

    2. Measure and Respond to Exposure

    The seriousness o all incidents are

    determined by the Risk Potential o the

    incident and not by the actual consequence.3. Conduct Safety Perception Audits

    HSE audits must extend to measuring the

    eectiveness o the leadership and the

    company culturethe hearts and minds

    o people.

    4. Make Safety Personal

    Leadership must ensure that saety is

    always promoted in a orm that is

    relevant on a very personal level.

    5. Celebrate Successes

    Employees need to know that their

    eorts are being recognized.

    Safety Culture

  • 8/2/2019 Code Conduct Ethics

    13/40

    Field Notes

    Noble Corporation June 2011

    QualityWe focus on continuous customer satisfaction and quality

    improvement. To achieve this, we must adhere to our policies and

    procedures and continuously monitor and respond to our customers

    requirements and their needs, both current and future.

    We have a commitment to provide our customers with drilling

    equipment, tools and services that are reliable, cost eective and of

    the highest quality. We also have a commitment to maintain a highly

    skilled and competent workforce in order to provide the highest

    quality of service to our customers.

    Environmental SustainabilityAll of us have the responsibility to be good stewards of the

    environment. Our collective eorts will assure that the current

    generation and subsequent generations enjoy the benets of these

    endeavors through a cleaner environment. We strive to:

    Provide training in environmental management to our employees

    Eliminate accidental releases of pollutants into the environment

    Limit waste

    Use environmentally sensitive products

    Work within governments and the industry to create practical

    environmental laws and regulations

    Remember

    A commitment to quality benets our customers as well

    as improves the saety and eciency o our operations.

    See Administrative Policy Manual Section 3 for more details

    Q:We had a minor incidentled to a small leak. Genewe report leaks to the environmagency but they likely wouldnotice i we did not. What should

    A:We have a responsibilitollow all laws and regulaand alert appropriate authoritiany incident. Alert your superand management so that the inccan be reported properly.

    Q:Our BOP was damagedinstallation. We may beto do the repairs ourselves, buttype o BOP repair must be certi

    the manuacturer. The certied rprocess is lengthy and may reqdowntime. What should we do?

    A:Our commitment to quincludes making sure equipment and tools are maintaat the highest standards. This mwe must make sure that all reare up to code and have all nececertications. Take the time to ge

    job done right.

    Q:I was asked to carry oprocedure that I believebe in violation o environmregulations. What should I do?

    A:I you are uncertain, nperorm procedures wmay violate environmental

    Discuss the situation withsupervisor. I you are still uncer

    contact the NobleLine.

    Remember

    You can promote environmental sustainability in your

    day-to-day job by identiying recycling opportunities,

    limiting waste or misuse o supplies, and preventing

    improper disposal o waste.

    See Administrative Policy Manual Section 3 for more details

  • 8/2/2019 Code Conduct Ethics

    14/402 Noble Corporation June 2011

    Respect for theindividualand a mind-set

    of accountabilityunderscoreNobles approachto all businessrelationshipsbothwithin and outsidethe Company.

    Workplace Conduct

    Mutual RespectWe are fully commied to providing a workplace free from oensive or harassing conduct.

    This commitment involves respect for our employees and our business partners.

    Noble will not permit or condone harassment on the basis of race, color, sex, religion,

    national origin, age, citizenship, disability status, membership or application for membership in a

    uniformed service, engaging in legally protected activity, or other characteristic protected by law.

  • 8/2/2019 Code Conduct Ethics

    15/40

    Field Notes

    Noble Corporation June 2011

    Harassment can take many forms, including:

    Abusive language

    Unwanted advances

    Demeaning comments or jokes

    Hazing Oensive language or gestures

    Non-RetaliationWe do not tolerate retaliation in any form in response to reports

    made in good faith. Retaliation includes actions such as ring,

    demoting or transferring someone, as well as avoiding or excluding

    the person from professional activities.

    Workplace ViolenceWe prohibit all violence, whether implied or actual, against our

    coworkers, visitors and anyone else on our assets and premises,

    or in contact with our employees. We regard threats of violence as

    very serious. Any threatened or actual violence should be reported

    immediately, and may be subject to disciplinary action.

    To maintain a violence free workplace, weapons or any other

    objects designed to inict harm are prohibited on our premises. If you

    feel a coworker or anyone on Noble premises may become violent,

    speak to your supervisor or an HR representative.

    Remember

    Open Door Policy

    We encourage honest and open communication. All o

    our employees are ree to seek inormation rom their

    supervisor regarding issues that are troubling them.

    These inormal discussions oten enable problems to be

    cleared up without delay, and allow our management

    to make decisions with the best interests o our

    employees in mind.

    See Administrative Policy Manual Section 4 for more details

    Q:A coworker oten teasesabout my appearance. I kthey do not mean any harm andidnt bother me at rst, but the teis now making me uncomort

    What should I do?

    A:It is important to letother employee kthat their behavior makes youuncomortable. I you do not wto discuss this with the emplspeak to your supervisor or anrepresentative. I the behavior doestop, contact the NobleLine. Resouare available to help you.

    Q:I orwarded an Internet to a coworkers Noble e-address. Some people might nd

    joke oensive, but I know that henot be oended. Can I get in troub

    A:Never distribute oematerial in the workpWhile your intended audience mabe oended, you cannot predict else may see the material and ho

    may impact them.

    Q:I recently had a heargument with a cowoDuring the argument he threatenhurt me. What should I do?

    A:Threats o violence, wheexplicit or implied, shbe taken seriously. I you eel undiscuss the situation with supervisor or an HR representativ

    Remember

    I you eel a coworker or anyone on Noble premises

    may become violent, speak to you supervisor or an HR

    representative.

    See Administrative Policy Manual Section 4 for more details

  • 8/2/2019 Code Conduct Ethics

    16/404 Noble Corporation June 2011

    Internet and Social MediaOur computer and telecommunications systems should be used for Company purposes.

    Reasonable and appropriate incidental personal use is permied, but we should all exercise

    discretion when using Company resources for personal activities. Personal use of our Internet

    and computer resources should not:

    Consume more than a trivial amount of resources

    Interfere with our productivity

    Preempt any Noble business activity

    Under no circumstances should Noble Internet or computer resources be used to obtain,

    post or review any pornographic or otherwise illegal or inappropriate material.

    We should not assume that any communications sent from Noble communication devices

    are private. All Noble communications are property of the Company, regardless of the device

    used to send the communication, including personal computer and mobile phone devices.

    Blogging and other online dialogue are far-reaching and public forms of communication.

    Only certain employees are authorized to publish information about Noble. Company

    information posted on blogs or websites by unauthorized employees may not only be an

    inappropriate disclosure, but may inadvertently trigger legal disclosure obligations. In addition,

    spreading rumors or criticisms of Noble online, even on personal social networking sites,

    could harm our reputation and impair our business. Please refer to the related sections on

    Business Communications and Public Disclosure.

    Alcohol and Drugs

    We strive to maintain a safe, healthy, ecient and eective work environment. Abuse ofalcohol, drugs and other controlled substances impairs our ability to provide a safe and healthy

    environment for all employees.

    To maintain this environment, certain substances are prohibited from Nobles and our

    customers facilities:

    Alcohol

    Drugs, including prescription medication not prescribed by a licensed physician

    Drug paraphernalia

    Remember

    The Internet is a public orum; it is important to

    protect your own condential inormation, as well

    as the Companys, on the Internet. Your Noble

    communications may be monitored by the Company.

    See Administrative Policy Manual Section 3 for more details

  • 8/2/2019 Code Conduct Ethics

    17/40

    Field Notes

    Noble Corporation June 2011

    Anyone under the inuence of alcohol is prohibited from

    engaging in Noble business or operating Noble equipment. Under

    certain circumstances with pre-approval from executive management,

    alcohol may be permied, such as at Noble sponsored social events.

    Data PrivacyWe all have a right to privacy. At times, Noble must gather and

    maintain certain information about our employees, but the Company

    will only gather information that is required by law or necessary for

    corporate operations. Noble will only make this information available

    to authorized employees who need to use the information to conduct

    our operations.

    Maintaining the security and integrity of stored personal

    information is vital. Noble will maintain all employee information

    securely and with proper controls in place to ensure that onlyauthorized employees are able to access and view the information.

    These controls are designed to adequately prevent accidental or

    fraudulent loss of employee information.

    Certain additional laws govern the transfer of personal

    information between countries. Noble is commied to complying

    with all applicable data privacy laws, both locally and globally.

    Remember

    I you eel you may have a dependency on drugs or

    alcohol, get help. As a condition o your employment,

    you may rom time to time be subject to testing or

    illegal drug or alcohol use.

    See Administrative Policy Manual Section 4 for more details

    Q:I just ound out thatwon a new project winew customer. I want to postinormation on a social networsite as this is an important project

    I will likely get a chance to work oIs it OK to post online?

    A:No. The Internet isar-reaching orm communication. Be very careul npost any Company inormation onbecause it may be condential oryet made public and could even violation o law.

    Q: Do I need to take any sp

    steps beore accessing Noble e-mails on my personal mphone?

    A:While your mobile phis your personal deNoble e-mails are Comproperty. You should always looprotect Company property. Cerprecautions, such as using screen loregistering your phone with N

    IT and enabling sotware or remwiping o the device will help to mthe communications more secure.

    Q:We recently had an emplinjured on a rig. Oemployees are eager to knowcondition. Can I give them his meupdate?

    A: Details about the mcondition o an indivimay be legally restricted. Conthe HR or Legal Department bedisclosing any detailed meinormation.

    Remember

    Certain types o inormation, such as medical updates

    about sick or injured employees, may be subject to data

    privacy laws, including the Health Insurance Portability

    and Accountability Act (HIPAA) in the United States or the

    Data Protection Directive in the EU.

    See Administrative Policy Manual Section 3 for more details

  • 8/2/2019 Code Conduct Ethics

    18/406 Noble Corporation June 2011

    Learning and DevelopmentAt Noble, our success rests on thousands of individual decisions our employees make every

    day. Noble is commied to empowering our employees with the proper tools and training to

    meet our objectives.

    Noble provides training and development to help our employees reach their highest

    potential, so we can support Nobles goals of sustainability and industry leadership. It is critical

    that Noble continue to aract, develop, and retain a highly skilled and motivated workforce.

    Noble oers training in the areas of:

    Safety, operations, management and leadership programs

    Task-oriented training focused on specic skills

    Development programs to improve

    Supervisory and leadership capabilities

    Organizational communications

    Teamwork

    Remember

    Take control o your career and use the training

    available to gain the necessary skills and tools to excel.

    See Administrative Policy Manual Section 4 for more details

  • 8/2/2019 Code Conduct Ethics

    19/40

    Field Notes

    Noble Corporation June 2011

    Equal OpportunityNoble is an equal opportunity employer. We do not willfully

    discriminate against employees and applicants for employment

    based on:

    Race

    Color

    Sex

    Religion

    National origin

    Age

    Citizenship status

    Physical or mental disability of an otherwise qualied individual

    Membership or application for membership in a uniformed

    government service

    Other characteristic protected by applicable law

    To the greatest extent possible, we base personnel actions

    including recruitment, hiring, training, promotion, compensation

    and discipline solely on the employees qualications, merit and

    performance.

    Remember

    Discrimination based on any o the actors listed above

    not only goes against the Noble Way, but may alsoviolate the law.

    See Administrative Policy Manual Section 4 for more details

    Q:I have an employee woror me who I eel haspotential to advance. However,employee is still inexperienced will need to develop his skills urWhat can I do to help?

    A:Noble is committed tolearning and developmboth in technical and career skilour employees. Consult our Learand Development program and out and apply or training that help them urther advance their ca

    Q:

    I supervise a group one minority emplo

    Unortunately, the minority emplhas had requent perormissues. I am araid o being accusediscrimination i I give the worknegative review. What should I do

    A:It is important to proregular and consisperormance eedback. Recogno positive and negative perormissues should always be careully

    consistently documented. Alwayair and honest in your evaluationsback up your conclusions with and examples. I you need assistacontact an HR representative.

  • 8/2/2019 Code Conduct Ethics

    20/408 Noble Corporation June 2011

    Noble employees areto communicatein a responsible and

    productive manner.

    Business CommunicationsAll outside inquiries or requests for information should go through the proper channels.

    Such requests for Noble information could come from the media, investors, analysts, government

    ocials, or members of the public. Requests of this nature should be forwarded for handling byauthorized management and the Corporate Communications Department.

    Nobles reputation and public image could be tarnished if we make inaccurate public

    statements. Such statements could also violate the law. Noble has designated employees who are

    trained and authorized to speak on our behalf.

    We all communicate on a daily basis both internally and with our customers and vendors.

    Communications

  • 8/2/2019 Code Conduct Ethics

    21/40

    Field Notes

    Noble Corporation June 2011

    Whenever we communicate, we should be careful to:

    Protect condential business information

    Not mislead

    Not write speculative opinions

    Not exaggerate

    Not speak casually about sensitive or condential maers

    Not joke about serious maers

    Related Sections: Internet and Social Media and Public Disclosure

    Political Activity/LobbyingNobles business requires us to maintain relationships with

    governments and government ocials in countries around the world.Many of our employees frequently interact with government ocials

    and regulators in order to ensure that we are operating lawfully and

    with all necessary authorizations and permits. Whenever we interact

    with these government ocials, we should act with professionalism

    and conduct ourselves with integrity. Maintaining these relationships

    is crucial to our business.

    At times, we may also use lawful channels to inuence or beer

    understand government policies and regulations. To accomplish

    these goals, we may hire outside consultants or advisors who must

    maintain the same professionalism and integrity that we expect fromour own employees. Dont contact the government on behalf of Noble

    to inuence legislation, regulations or decision making without prior

    approval from the Legal Department.

    Political DonationsOur policy prohibits political donations made on behalf of Noble.

    No employees are authorized to make donations to politicians,

    political parties or candidates for oce on Nobles behalf. If you wish

    to make personal political donations, make clear that the donation is

    personal and not related to Noble.

    Remember

    Informationputine-mailsisdiscoverableand

    may be monitored by the Company

    Communicationswithacompetitorcould

    violate air competition laws

    Becarefulwhenwritinge-mails,keepingin

    mind the context and the possible audiences

    NoblesbusinessisNoblesbusiness

    See Administrative Policy Manual Section 3 for more details

    Q:A representative rom a news agency recently cme to ask me my opinion on resaety issues in the oil industry. Wshould I do?

    A:All outside inquiries sh go only through authopersonnel. Even though you may a personal opinion, others in the pumay assume it is Nobles opinion. Rthe news agency to our CorpoCommunications Department.

    Q:Many times my e-mailsorwarded to several peoam worried that some people may

    understand the context o the e-and make incorrect assumptWhat should I do?

    A:While e-mails oer an way to communicate quand eciently, make sure youalways include sucient detail in responses so that the context is eunderstood. Also, always conswhether e-mail is the best orm

    communication. Sometimes, a pcall or ace-to-ace response mabetter.

    Q:I am upset about regulations in the oil induthat I think are unair. I want to wa letter to my congressman askingto change the laws. What should I

    A:When writing your lemake sure it is clear thatare not speaking on Nobles beNever use your Noble e-mail, Nletterhead or your Noble address wcommunicating with elected oor candidates or elected oce.

  • 8/2/2019 Code Conduct Ethics

    22/400 Noble Corporation June 2011

    When acting onNobles behalf,always look to put

    Nobles interestsbefore any personalgain.

    Conflict of Interest

    Conflicts of InterestIn conducting our business, we always expect one another to act fairly and honestly in all

    relationships. This means that our business decisions should be made free from any conicts of

    interest. In general, we and our families should never:

    Use our position or inuence to get an improper benet

    Use condential Noble information for our own personal gain

    Take advantage of inside information for personal gain

  • 8/2/2019 Code Conduct Ethics

    23/40

    Field Notes

    Noble Corporation June 2011

    Conicts of interest can occur when our outside activities or

    interests conict or appear to conict with our responsibilities to

    Noble. Conicts of interest can occur when:

    An employee, consultant or family member has an interest in an

    outside company doing business with Noble where there is anopportunity for preferential treatment to be given or received;

    An employee or consultant serves in a management or director

    capacity at another company in the contract drilling or energy

    services industry;

    An employee or consultant discloses condential information

    about Nobles business without permission to someone outside

    the Company;

    An employee buys, sells or leases equipment or property to or

    from Noble without permission;

    An employee accepts gifts or extravagant entertainment from

    someone soliciting business from Noble.

    Avoid these or other activities that could have the appearance

    of a conict of interest, whether or not an actual conict exists. We

    should always strive to deal fairly and openly with our customers,

    vendors and competitors.

    Related Sections: Gits and Hospitality and Anti-Bribery

    Remember

    Familyisabroadtermandincludesyourand

    your spouses immediate and extended amilies

    Ifyouwishtoparticipateinapersonalactivity

    which you eel may create a confict o interest,

    put all details in writing and obtain proper

    approval rom your supervisor or HR rst

    Youarenotallowedtoworkforacompetitor

    as a consultant or board member.

    See Administrative Policy Manual Section 7 for more details

    Q:My spouse is a sales manor one o our vendors. Innew position, I am responsibleprocurement and will have to wwith my spouses company. I know

    I will be able to deal airly and wiin Nobles best interest. Is this a cono interest?

    A:Yes. Conficts o interest caeither real or apparent. conficts exist when outside intemay directly infuence decmaking. Apparent conficts exist wa skeptical viewer might reasonbelieve interests exist that may ca

    decision to be infuenced. You shcontact your supervisor as this would be a real confict.

    Q:I am considering taking a ptime job in addition to myat Noble. Would this be a confiinterest?

    A:Consider several abeore taking another jobthis job impair your ability to per

    your job at Noble? Will youcompeting against Noble or woror or acting as a vendor or Nobthe answer to either o these questis yes then taking the job will cra confict o interest. Regardleswhether you believe there may confict o interest, you should rspermission rom your supervisor.

  • 8/2/2019 Code Conduct Ethics

    24/402 Noble Corporation June 2011

    Gifts and HospitalityOur relationships with our customers and suppliers are an important part of our business.

    To maintain those relationships, from time to time it is customary to oer nominal forms of gifts

    and hospitality. However, we should avoid situations where gifts and hospitality can inuence

    our business decisions or create real or implied obligations, either for Noble or our businesspartners. Gifts should always:

    Be legal

    Serve a valid business purpose

    Be of modest value

    Be authorized

    We may never give or accept gifts that are illegal in nature, gifts in cash or cash equivalents,

    or gifts that will or appear to inuence Noble or our business partners in making a business

    decision. We may never give a gift that could be seen as a bribe or a method of obligating

    someone else to provide a good or service for Nobles benet. In general, we may never give gifts

    to a government ocial, as these gifts could violate certain laws and regulations.

    Related Sections: Gits and Hospitality and Anti-Bribery

    Insider DealingBecause of our employment at Noble, we are at times privy to certain information that is

    considered material non-public information concerning Noble. Material information is

    information that a reasonable investor would consider important when deciding to buy or sell

    stock. Non-public information is information that is known within the Company but has not

    been publicly released.

    Remember

    Ifyoufeelthatacceptingagiftfromoneof

    our business partners will obligate you to

    provide preerential treatment to that partner,

    do not accept the git. We should always beree rom conficts o interest when making

    business decisions

    Noblestandardsforgiftgivingshouldbe

    applied when receiving gits as well

    See Administrative Policy Manual Section 7 for more details

  • 8/2/2019 Code Conduct Ethics

    25/40

    Field Notes

    Noble Corporation June 2011

    Q:One o our vendors has oto take me on a hunting Can I accept the oer?

    A:Consider two points be

    accepting any git rombusiness partner. First, is the gihospitality related to conducor discussing business? Secondthe git or hospitality reasonin value considering your leveNoble and your interactions the business partner? I the anto these questions is no or uncobtain approval beore accepting

    git. Either way, you should co

    with your supervisor i a git coulconsidered more than o modest v

    Q:My riend is interestedinvesting in Noble stockhas asked me i now is a good to invest. I know we have a ew contracts coming up. What shoutell her?

    A:Because you have inormaabout Noble that mayboth material and non-public, aoering advice or opinions abuying and selling Nobles securAdvising your riend could considered tipping, which is illeg

    It is illegal to buy or sell Noble securities based on material

    non-public information. Some examples of potential material non-

    public information include:

    Financial forecasts

    Sales information Stock splits

    Proposed mergers and acquisitions

    Marketing plans

    New or lost contracts

    Changes in top management

    It is also illegal to tip others outside of Noble. Tipping

    occurs when you advise others outside Noble when to buy or sell

    Noble securities based on material non-public information.

    Certain employees may be asked not to buy or sell Noblesecurities during a specic time period (blackout period). In these

    circumstances, the aected employees should not buy or sell Noble

    stock until notied by the Company.

    Remember

    Ifyouareunsurewhetherinformationis

    material consider the impact on Nobles

    stock price; i you think the inormation may

    aect Nobles stock price, the inormation islikely material

    Insidertradingrestrictionsapplytoemployees,

    their spouses, minor children and other adults

    living in an employees households

    Employees,ofcersanddirectors,orfamily

    members, may not engage in trading o

    publicly traded options on the Companys stock

    or engaging in short sales o the Companys

    stock.

    Material - Inormation that a reasonable investor

    would consider important when deciding to buy or sell

    securities.

    Non-Public - Inormation that is known within the

    Company but has not been publicly released.

    See Administrative Policy Manual Section 7 for more details

  • 8/2/2019 Code Conduct Ethics

    26/404 Noble Corporation June 2011

    Noble is commiedto maintainingthe highest level of

    professional andethical standards inthe conduct of ourbusiness.

    Legal

    Anti-Bribery and Anti-CorruptionWe place the greatest importance upon our reputation for honesty, integrity and high ethical

    standards. We have a fundamental commitment to comply with all applicable laws, foreign and

    domestic, governing the conduct of our operations worldwide. This commitment includes lawsagainst bribery and corruption such as the United States Foreign Corrupt Practices Act (FCPA)

    and the United Kingdoms Bribery Act.

    The foundation of anti-bribery laws is the prohibition against the payment or oer of

    payment of anything of value in order to assist in obtaining or retaining business or to secure

    any improper advantage.

  • 8/2/2019 Code Conduct Ethics

    27/40

    Field Notes

    Noble Corporation June 2011

    These laws also prohibit making any payment or oer of

    payment of anything of value to any other person, such as an agent

    or consultant, while knowing or having a reasonable belief that all ora portion of the payment will be given or oered to a foreign ocial.

    Because of this, it is important that authorized agents and consultants

    uphold the same values of honesty and integrity that we ask of our

    own employees.

    Government OfficialsThe FCPA prohibits payments to non-U.S. government ocials,

    and it denes foreign ocials are broadly. The denition includes:

    Any ocer or employee of a government or any department,

    agency or instrumentality thereof Any person acting in an ocial capacity or on behalf of any

    such government or governmental department, agency or

    instrumentality (including government-owned companies, such

    as national oil companies, or NOCs)

    Any ocer, employee or other person acting for, or on behalf

    of, a public international organization (such as the World

    Bank, the International Monetary Fund, or the Inter-American

    Development Bank)

    The UK Bribery Act prohibits improper payments to government

    ocials and to others who are not government ocials. Nobleemployees must be in compliance with all anti-bribery laws,

    including the FCPA and UK Bribery Act as applicable.

    Gifts and hospitality for government ocials are very sensitive

    areas. Before oering gifts of any sort to a government ocial, take

    extreme caution to ensure that the gift is consistent with Noble policy.

    Under anti-bribery rules, excessive hospitality can also be considered

    a bribe. You should always consult Nobles policy or contact the

    Corporate Compliance or Legal Department before giving a gift of

    any kind to a government ocial, or if you are requested to provide

    any hospitality to a government ocial, such as travel, lodging, mealsor entertainment.

    AgentsIn some circumstances, we may have a need to hire an agent in

    order to conduct our business. We dene agents as third-parties who

    represent or act on behalf of Noble. Agents are sometimes companies

    or individuals and are often referred to as intermediaries, sponsors or

    Q:We have some markeitems, such as coee mugscalendars with Noble logos. Onour contacts at a government owcustomer requested a ew items.

    we give him marketing items?

    A:Small items designed marketing or promotion generally acceptable, as these are reasonable in nature and arethe purpose o promoting Nobusiness. I you are ever uncontact Corporate Compliance.

    Q:

    We need an inspecperormed or one o our

    The government inspector inorus that he will need Noble to proor his travel and lodging in oto complete the inspection. Is allowed?

    Q:Providing travel and lodor government ois a sensitive area. I the inspeccannot be perormed without Nproviding or the travel, it ma

    allowed. However, travel and lodmust be reasonable and must nbe or the purpose o infuenthe inspector. Contact CorpoCompliance or guidance.

  • 8/2/2019 Code Conduct Ethics

    28/406 Noble Corporation June 2011

    consultants. We also dene vendors as agents when they perform any services on Nobles behalf

    that involve interfacing with a foreign government or government ocial such as marketing,

    customs-clearance, freight-forwarding or other services.

    We expect our agents to adhere to the same values of honesty and integrity that we expect

    from our employees. We should conduct proper due diligence coordinated through the Corporate

    Compliance before hiring an agent to ensure that the agent conducts its business in an ethical

    manner. We also expect our agents to annually aest that they are conducting their business in

    accordance with anti-bribery laws and Nobles anti-bribery policies and procedures. We have an

    obligation to continuously monitor the conduct of our agents to be reasonably certain that they

    are upholding our policies against bribery and corruption.

    Agent relationships and the procedures for hiring agents are complex. Whenever we hire or

    do business with an agent, rst consult the Corporate Compliance to ensure that proper diligence

    (or veing) has been conducted.

  • 8/2/2019 Code Conduct Ethics

    29/40

    Field Notes

    Noble Corporation June 2011

    Fair CompetitionOne of the most dicult aspects of our business is competing

    in markets with heavy competition. While Noble is commied to

    aggressively competing in all markets in which we do business, we

    seek to outperform our competition fairly and honestly. We will

    seek competitive advantages through working smarter and harderthan our competition, never through unethical or illegal business

    practices. We must never take unfair advantage of anyone through

    manipulation, concealment or any other intentional unfair practices.

    Generally, anti-trust laws prohibit us from performing certain

    activities which harm competition, including:

    Sharing Noble pricing and other sales information with our

    competitors

    Agreeing with competitors to allocate customers, x prices or

    limit production Sharing misleading or unjustied criticism of a competitors

    services

    Anti-trust laws are strongly enforced. While some activities

    covered by anti-trust laws may seem reasonable, we must be careful

    to never harm or appear to harm competition in any market in which

    we operate.

    Q:I am riends with one obusiness partners at an outside o work. Can I pay ordinner i it is on my personal time

    A:Regardless o riendship, uyour own money or bon your own time doesnt elimthe issue. As a Noble employeeimproper purpose could stillimplied and the expense couldconsidered Nobles regardlesswhether or not you are reimburse

    Q:When I was leaving a orcountry at the end ohitch, the immigration ocer at

    airport asked do you have sometor me? while he waited to promy paperwork. It seems clear thwants money beore he will allowto proceed. Should I pay somethin

    A:No. Nobles policy prohsuch payments witspecic approval. In such a situayou need to explain that you ca

    give him anything and that i you

    you could loose your job or evenprosecuted by authorities back hYou are obligated to understandollow Nobles policy.

    Q:I am on the board oindustry group. Our meeare attended by employees o sevo our competitors. What should I

    A:The group should an antitrust statemthat outlines your duties to adiscussions about pricing or ocompetitive matters. This statemshould be read at each meeting. Duyour meetings, make sure to distopics relevant only to your groupavoid discussions o Nobles or competitors business.

    Remember

    Ifyouareamemberofatradeorganizationwhich has members rom our competitors,

    make sure the organization maintains and

    enorces its own anti-trust statement

    Ifyouhaveaconcernthatanagreementor

    proposed agreement may violate anti-trust

    laws, ask the Legal Department; anti-trust

    rules are complex and can vary depending on

    regions

    See Administrative Policy Manual Section 7 for more details

  • 8/2/2019 Code Conduct Ethics

    30/408 Noble Corporation June 2011

    International OperationsNoble provides services in many parts of the world. Many countries have specic laws

    and regulations governing the import and export of assets and goods, international trade and

    immigration. As a global company, Noble is subject to many dierent regulations in many

    dierent countries and has a responsibility to understand and comply with these laws andregulations to maintain our ability to operate.

    Remember

    Makesureallduediligencehasbeen

    completed beore doing business with a new

    vendor

    Ifaninvoiceortransactionseemsunusual

    speak up and ask questions

    See Administrative Policy Manual Section 7 for more details

  • 8/2/2019 Code Conduct Ethics

    31/40

    Field Notes

    Noble Corporation June 2011

    Q:We started using a new reorwarding company. WI reviewed the invoice, I noticed they shipped some goods throucountry where we have never d

    business. Is this OK?

    A:International trade govern not only the oand destination o goods, but alsocountries through which the gtravel. Alert Global Supply Chaithe Legal Department or reviewapplicable requirements regardingnew country.

    Trade ControlsWe must comply with all applicable import and export laws

    and regulations and be aware of the country of origin of the items

    being exported and imported, including any restrictions or license

    requirements. Imports or exports made on behalf of Noble mustcomply with any applicable trade regulations. Understanding the

    countries involved directly and indirectly in both the trade of the

    goods as well as the manufacture, origination and transportation of

    the goods is imperative, as many countries have rules regulating or

    limiting trade with other countries.

    International trade laws generally impact our operations and

    our indirect operations through our suppliers. We must be compliant

    and we must understand our suppliers and how they will provide

    services, including how the goods will be manufactured and shipped,

    to ensure they are compliant. Contact Global Supply Chain or theLegal Department for guidance and see the Administrative Policy

    Manual Section 7 for more details.

    Global SecurityNoble will never knowingly participate in activities that

    directly or indirectly aid in criminal or terrorist activities around

    the world. This includes a commitment to never knowingly buy or

    sell technology or goods that will be used for purposes associated

    with chemical, biological or nuclear weapons or missiles capable of

    delivering such weapons, nor will Noble buy or sell technology or

    goods that we suspect will be used for such purposes.

    Money LaunderingMoney laundering occurs when criminals hide money from

    criminal activity in legitimate business dealings. Noble takes steps

    to prevent criminals from using business transactions with Noble to

    launder illegal funds. Specically, Noble will not do business with

    a known criminal or criminal organization, will perform appropriate

    background checks on business partners and aliates, and will report

    suspicious transactions or incidents.

  • 8/2/2019 Code Conduct Ethics

    32/400 Noble Corporation June 2011

    We should allendeavor toprotect Nobles assets

    and ensure thatwe are using themeciently.

    Protecting our Assets

    Theft, carelessness and waste directly impact our ability to do business. Noble will not

    tolerate misuse of our Company assets. Our assets take many forms, including property and

    equipment, intellectual property, condential information, information technology and even our

    people.

    Property and EquipmentProperty and equipment are the tools we need to do our jobs. These include computers,

    oce supplies, oce facilities and operational equipment. These tools should only be used

    while at work and only for business purposes. In certain approved circumstances, reasonable

    and appropriate incidental personal use may be permied, but we should all use discretion

    when using Company resources for personal activities. Company tools should never be used for

    unintended or unauthorized purposes.

  • 8/2/2019 Code Conduct Ethics

    33/40

    Field Notes

    Noble Corporation June 2011

    Noble has procedures governing proper use of property

    and equipment, including procedures for safe use and for properly

    safeguarding our assets. These procedures should be followedat all times.

    Intellectual PropertyOur innovation is essential to our continuing success in the

    market. This innovation leads to new inventions, discoveries,

    process improvements, computer programs and other proprietary

    information. This information is an important asset and must be

    protected. We should:

    Never disclose the information to others outside Noble, taking

    special care to not discuss sensitive information in public placesor in situations where we may be overheard

    Never use this information for personal benet

    Obtain approval before discussing trade secrets in speeches,

    technical papers and Noble publications

    All proprietary information we create while working at Noble is

    and remains the property of Noble even after employees leave.

    Q:My personal truck nrepairs. We have some toothe Noble warehouse that would me x it. Can I use these tools?

    A:No. Noble has proced governing the sae use oproperty and equipment. Using ttools or personal purposes alls ouo these procedures and represunsae and unauthorized use.

    Q:As part o my job I oten wwith condential documWhat do I need to do to protectcondential inormation whetravel?

    A:Always keep condeinormation in a secure pI you have condential inormaon your laptop computer, do not cit with an airline. Never leave sensdocuments in an unattended psuch as a parked car. Always be awo your environment when dewith sensitive documents. Do work with sensitive documents

    place where others can easily overs

    Q:I have trouble remembemy password to log-inNobles network. Can I leave a nomysel on my desk?

    A:Passwords are just one ocontrols in place to proour assets through our network. Nleave your password in a place wothers can see it or give someone

    your password.

  • 8/2/2019 Code Conduct Ethics

    34/402 Noble Corporation June 2011

    Information TechnologyToday, much of our condential and proprietary information is stored in our IT system.

    To protect this information, Noble uses certain IT controls and procedures such as passwords,

    encryption and other access controls. Noble will ensure that the controls remain up-to-date and

    capable of preventing intentional or unintentional breaches in our information security. To avoid

    unintended consequences and jeopardize our security, do not circumvent, alter or remove ITcontrols without proper approval.

    Terminated employees must return all Noble equipment, including computer and other

    IT resources.

    Remember

    InformationstoredonyourNoblecomputeris

    the property o Noble, even i the inormationis personal in nature

    CheckwithTravelandITbeforeembarking

    on international business travel to ensure

    necessary precautions are observed to ensure

    Nobles property is protected.

    See Administrative Policy Manual Section 8 for more details

  • 8/2/2019 Code Conduct Ethics

    35/40

    Field Notes

    Noble Corporation June 2011

    Q:I created a contract wwe signed with one o suppliers. Am I responsible or keeour copy o the contract?

    A:I you created a documyou may be responsiblethe document as the record hoConsult the Records ManagemPolicy or the proper method duration or retaining documents.

    Remember

    YoumayreceiveamessagefromtheLegalDepartment inorming you that certain records

    are subject to a legal hold; in these instances,

    you must comply with records retention

    instructions rom the Legal Department

    Whenyoucreateadocumentsubjecttothe

    Records Management Policy, make sure to

    understand whether you are the record holder

    and your responsibilities under the Records

    Management Policy

    See Administrative Policy Manual Section 8 for more details

    Records ManagementRecords are valuable assets. Proper records management allows

    us to retrieve information eciently, dispose of records properly,

    and respond to legal holds on records.

    Our records take many forms, including contracts, invoices,

    accounting records, legal documents, receipts and many others.

    It is vital to our business that we properly maintain these records

    in accordance with our Records Management Policy as well as

    applicable laws and regulations.

  • 8/2/2019 Code Conduct Ethics

    36/404 Noble Corporation June 2011

    We adhere to aconservativenancial policy

    and disciplinedoperationalmind-set tounderstand andmanage nancialand operationalrisk and delivershareholder value.

    Financial

    Financial Accounting and ReportingNoble must prepare our books and records accurately and honestly. This responsibility falls

    on our employees and management and external accountants who help us prepare our books

    and records. We must all contribute to maintaining accurate books and records in our day-to-day activities by accurately completing tasks such as preparing expense reports, time sheets and

    invoices.

    Fair and accurate books and records are essential to properly managing our company.

    Noble maintains internal controls that help ensure that our records are accurate. We must never

    knowingly circumvent these controls by removing the controls or working around them. We

    should work to improve existing controls if we feel that the existing controls do not adequately

    prevent fraud, waste or inaccurate records.

  • 8/2/2019 Code Conduct Ethics

    37/40

    Field Notes

    Noble Corporation June 2011

    Noble is subject to certain regulations which dictate how we must

    maintain our records, such as the Generally Accepted Accounting

    Principles (GAAP) and the Foreign Corrupt Practices Act (FCPA).

    Noble will maintain our books and records in a manner consistent

    with all applicable laws and regulations. In addition, Noble will take

    the necessary steps to plan for and comply with new accounting

    standards such as the International Financial Reporting Standards.

    DisclosureAll public communication made by Noble, such as periodic eet

    or nancial reports and other lings with the Securities and Exchange

    Commission, must be timely, understandable, fair, complete and

    accurate. We must never knowingly misrepresent, omit or cause

    others to omit material facts from our public disclosures. We are

    commied to the truthfulness of all reports that we present to the

    public.

    In addition to our own employees, others, such as our

    independent auditors, help ensure that our disclosures are fair

    and accurate. We must never directly or indirectly induce, coerce,

    manipulate, or mislead our auditors to render misleading statements.

    Inaccurate public reports can damage our reputation and our

    ability to conduct business in the future. Disclosures to the public

    must have the approval of the CEO or Executive Vice President.

    Remember

    Ifyoufeelthatanyofourbooksandrecords

    contain errors, misrepresentations or alse

    statements, alert the Chie Financial Ocer or

    Internal Audit.

    Donttakeshortcutsaroundnancialcontrols

    These controls help prevent errors, both

    intentional and accidental.

    Ifyoufeelthatanyelementofapublic

    disclosure is inaccurate, speak up; alert seniormanagement or the Legal Department

    Ourindependentauditorshelpusmaintain

    accurate books and records. Always be honest

    and truthul with the auditors

    See Administrative Policy Manual Section 6 for more details

    Q:I have trouble keeping to my expenses when Itraveling, so I normally just estimy total expenses on my expreport. Is this OK?

    A:Our expense repoprocedures help ensure our books and records are accuYour expenses become part o nancial statement. I you misstated your expenses, our nastatements could become misstMake sure to accurately documyour expenses and ollow all exp

    guidelines.

    Q:Our auditor asked ew questions about snancial transactions. I dont time to research the answer. Can Ihim my best approximation?

    A:Our independent audplay an important rolmaking sure our nancial statemare air and accurate. Alwaysopen and honest with the aud

    and never provide inormathat is exaggerated, alse or poscontains errors. Let the auditor ki you need more time to researchtransaction to give an accurate ansdont guess.

  • 8/2/2019 Code Conduct Ethics

    38/406 Noble Corporation June 2011

    We are fully commied to operating our business with honesty and integrity. We all sharethis responsibility. Noble has dedicated resources and contacts to discuss issues found in this

    Code of Business Conduct and Ethics.

    Important ContactsHuman Resources: +1-281-276-6655

    Compliance: +1-281-276-6178

    Legal: +1-281-276-6155

    Finance +1-281-276-6212

    Internal Audit: +1-281-325-7043

    HSEQ: +1-281-637-6021

    Reporting Issues and ConcernsIf you have a reasonable and good faith belief that there is or may be a violation of the law,

    this Code or any Company policy by the Company or anyone acting on its behalf, then you

    are obligated to report the issue, whether or not you are in any way involved. An issue can be

    reported by bringing it to the aention of a senior manager of the Company or by contacting an

    appropriate employee resource.

    Employees are encouraged to talk to supervisors, managers or other appropriate personnel

    about suspected illegal or unethical behavior. When in doubt about the best course of action in

    a particular situation there are resources available to employees which include the NobleLine.

    The NobleLineThe NobleLine is an anonymous resource for all our employees worldwide to report any

    concerns ethical, environmental, safety or otherwise that are not or might not be addressed

    by our normal chain of command. The NobleLine is toll-free and Available 24/7.

    Number: 1-877-285-4162

    When calling from outside the United States, you can easily call the NobleLine without a

    fee. Just dial the USADirect access number for the country from which youre calling and follow

    the voice prompts. Alternatively, from outside the United States you can also call the following

    number collect, reversing charges:

    Collect: +1-704-544-2879

    Employee Resources

  • 8/2/2019 Code Conduct Ethics

    39/40

    Field Notes

    Noble Corporation June 2011

    You can identify the country-specic direct access code from the

    list below or via the Internet at:

    hp://www.usa.a.com/traveler/index.jsp

    Angola 808-000-011

    Australia 1-800-881-011 (Telstra)

    1-800-551-155 (Optus)

    Brazil 0-800-890-0288

    or 0-800-888-8288

    Brunei 800-1111

    Canada 1-800-Call-ATT

    or 1-800-2255-288

    Cameroon Call Collect

    China 108-888 (Northern)

    or 108-11 (Southern)

    Denmark 800-100-10

    Egypt 2510-0200 (Cairo)

    or 02-2510-0200 (Other)

    Hungary 06-800-011-11

    India 000-117

    Libya Call Collect

    Luxembourg 800-201-11

    Malaysia 1-800-80-0011

    Malta 800-901-10

    Mexico 01-800-288-2872

    or 001-800-462-4240

    Morocco 00-211-0011

    New Zealand 000-911

    Nigeria Call Collect

    Norway 800-190-11

    Philippines 105-11

    Qatar Call Collect

    Singapore 800-011-1111

    or 800-001-0001Spain 900-99-0011

    Switzerland 0-800-89-0011

    The Netherlands 0800-022-9111

    United Arab Emirates 0-800-121 or 0-800-161

    United Kingdom 0-800-89-0011

    or 0-500-89-0011

    Vietnam 1-201-0288

    Q:How is it that the NobleLian anonymous resource tcan trust?

    A:The NobleLine is han

    through a third-party is trained specifcally or this typservice. Issues sent to the NobleLinorwarded to Corporate CompliaI you choose to not give your nto the operator they will still your call. They will also providewith a unique code that you canto call back to provide additiinormation or check on the statuyour report.

    Q:What i English is not mylanguage; will they be abtake my call?

    A:The NobleLine operatorssummon a person ablcommunicate in your native languIt is important that you are paduring this process as it may take amoments to bring the person online.

  • 8/2/2019 Code Conduct Ethics

    40/40