GIFT, ENTERTAINMENT, THIRD-PARTY TRAVEL AND CHARITABLE CONTRIBUTION POLICY SCOPE This policy applies to the operations of Oceaneering International, Inc. and its subsidiaries and other affiliated companies ( Oceaneering or the Company ) anywhere in world. All directors, officers, members, managers and employees (permanent and temporary) of the Company, and any agents or other persons or entities with authority to act on its behalf, (collectively Company Representatives ) must comply with this policy. This policy supplements and should be read in conjunction with the Company s Code of Business Conduct and Ethics, Anti-Corruption Compliance Policy and related policies and procedures (altogether, the Code of Conduct ). POLICY Company Representatives may Provide to and receive from Third Parties Gifts, Entertainment and Travel, and make Charitable Contributions, only in accordance with the Code of Conduct, including this policy. Accordingly, neither Oceaneering nor any Company Representative may Provide any Gift, Entertainment, Travel or Charitable Contribution with the intent to exert improper influence over the recipient, induce the recipient to violate his or her duties, secure an improper advantage for Oceaneering or improperly reward the recipient for past conduct. All Gifts, Entertainment, Travel, and Charitable Contributions Provided to a Third Party, and any requests for authorization of the same must be fully and accurately documented and recorded in the books and records of Oceaneering as more fully set forth in this policy. No person subject to this policy will suffer adverse consequences for refusing to Provide any Gift, Entertainment, Travel or Charitable Contribution which does not comply with this policy, even if so doing results in the loss of business to Oceaneering. This policy shall be reviewed regularly and may be updated from time to time. Definitions For purposes of this policy: Charitable Contribution means a contribution of anything of value, including, but not limited to, cash, a cash equivalent, other property or use of Company resources, such as facilities, supplies, computers or employee time during working hours, and purchasing tickets to fundraising events, solely to or for the use of not-for-profit organizations or associations for a charitable purpose; 1
Entertainment includes meals, cultural events, sporting events and the like Provided for or by a Third Party. If the recipient does not attend the meal or event with the party Providing the same, it is a Gift; FCPA means the United States Foreign Corrupt Practices Act of 1977, as amended; Gift includes anything of value other than Entertainment or Travel, whether in the form of goods or services, Provided for or by a Third Party, voluntarily and without bargain, inducement or compensation, and, including, but not limited to, an in-kind gift such as the use of Oceaneering assets or facilities or a Company Representative s vacation home or other property. A meal or event that the recipient does not attend with the party Providing the same is a Gift; Nominal Value means with respect to: any Gift, Travel or Charitable Contribution having a value of less than 200.00 U.S. Dollars ( USD ), or equivalent non-usd amount, per recipient per event or occasion; and any Entertainment having a value of less than 400.00 USD, or equivalent non-usd amount, per recipient per event or occasion; provided, however, that in either case a lower local limit may be established by the Responsible Officer with the concurrence of the General Counsel or his or her designee. Questions regarding the value of a Gift, Entertainment, Travel or Charitable Contribution should be directed to the Regional Controller or a member of the Legal Department. In general, the value of a Gift, Entertainment, Travel or Charitable Contribution will be measured by its cost; however, if a Gift, Entertainment, Travel or Charitable Contribution is provided in kind (for example, the use of a Company facility or resource), the value should reflect the fair market value of the benefit; Private Party means a Third Party who is not a Public Official; Provide means to offer, promise, pay for, give or authorize, whether directly or indirectly; Public Entity means any government or any department, agency or instrumentality thereof, any state-owned or -controlled company or enterprise, the military, any public international organization and any political party; Public Official means any officer or employee of a government or any department, agency or instrumentality thereof, including, but not limited to, an employee of a stateowned or -controlled company, an employee of a public international organization, a political party, a party official or candidate for office, and anyone working in an official capacity for or on behalf of any government or any department, agency or instrumentality 2
thereof, as well as anyone who exercises a public function for or on behalf of a country, public agency or public enterprise. Some examples of Public Officials include: employees of national oil companies; members of royal families; members of the military; employees of state-owned universities; employees of the World Bank, the United Nations, the European Union and the International Monetary Fund; and immigration and customs officials. Public Officials include all levels and all ranks of government officials, whether federal, state, provincial, county, municipal or other level; Regional Legal Counsel means any regional in-house legal counsel or the General Counsel of Oceaneering; Responsible Controller means the regional controller of the relevant business line, relevant worldwide controller, Chief Financial Officer or Executive Vice President; Responsible Officer means the Chief Executive Officer, Chief Operating Officer, Executive Vice President, or Vice President or Senior Vice President of the relevant business line, region/country or function; Third Party means anyone not employed by Oceaneering, including anyone who is involved in obtaining, performing or retaining business for Oceaneering, and any Public Official. Some examples of Third Parties include: customers; subcontractors; vendors/suppliers; consultants and other service providers; intermediaries such as agents, brokers and business development representatives; business partners; Public Entities; and the respective directors, officers, employees, members, officials and representatives of the foregoing; Travel means any travel which is Provided for or by a Third Party; and UKBA means the United Kingdom s Bribery Act of 2010 (including as it may be amended). GENERAL PRINCIPLES In general, a Gift, Entertainment, Travel or Charitable Contribution to a Third Party should not be Provided (whether or not advance approval is required as specified below) unless it: is lawful under the written laws of the country where it is Provided; does not violate the FCPA or other anti-corruption laws which may apply, such as the UKBA, or Oceaneering s Anti-Corruption Compliance Policy; is not Provided, explicitly or implicitly, in exchange for something in return; may permissibly be received by the recipient; 3
does not exceed the amount authorized pursuant to this policy; is reasonable and appropriate for the intended purpose or occasion such that, at a minimum, public disclosure of it would not embarrass the recipient or the Company; is fairly disclosed, correctly and accurately documented, and properly recorded in the Company s books and records; and otherwise complies with the standards and requirements of Oceaneering s Code of Conduct, including this policy. GIFTS AND ENTERTAINMENT Appropriate Gifts and Entertainment In general, Providing a Gift or Entertainment to a Third Party is appropriate (whether or not advance approval is required as specified below) when it is consistent with the General Principles set forth above and: is intended only to establish or maintain good business relations or offer normal courtesy; is consistent with generally accepted business practices and ethical standards of the country where the Gift or Entertainment is Provided; is allowed by the recipient s employer and/or any Public Entity which owns or controls the recipient s employer (as the case may be); and has a reasonable value in absolute and relative terms, including the organizational level and status of the recipient and the norms of the country in which it is Provided. Gift and Entertainment Limits No specific maximum value is established for Gifts or Entertainment; however: any Gift or Entertainment should meet all general requirements listed under the heading Appropriate Gifts and Entertainment above, as well as any criteria established in the Categories of Gifts and Entertainment section below; the Gifts or Entertainments should not be of such frequency or aggregate in such a manner that the total amount is, or could be, interpreted as unreasonable or inappropriate; and advance approval is required to Provide a Gift or Entertainment to a Public Official, as described under the Permissible with Advance Approval heading below. 4
Categories of Gifts and Entertainment Usually Permissible without Advance Approval: Gifts and Entertainment which are Provided to Private Parties and are modest, infrequent and of Nominal Value do not require advance approval under this policy and may be given at the discretion of the Company Representative as authorized. These are typically: Gifts of promotional items bearing a Company trademark, such as umbrellas, caps, pens, calendars, or golf balls; Gifts or Entertainment of Nominal Value to show appreciation; Gifts of event tickets of Nominal Value; Entertainment such as a business meal commensurate with the rank or position of the recipient; and attendance at sporting or entertainment events that allow time for promotion of Oceaneering s capabilities. Gifts Provided to Public Officials and are modest, infrequent and consist solely of promotional items of Nominal Value bearing a Company trademark, such as Companytrademarked umbrellas, caps, pens, calendars or golf balls, do not require advance approval under this policy and may be given at the discretion of the Company Representative as authorized. The Responsible Officer, with the concurrence of the General Counsel or his or her designee, may establish more restrictive limitations within this category. Permissible with Advance Approval A Gift or Entertainment Provided to a Private Party in excess of Nominal Value per recipient must be approved in advance by the Responsible Officer. A Gift or Entertainment Provided to a Public Official is permissible only with advance approval, as follows: Nominal Value Any Gift or Entertainment of Nominal Value per recipient to a Public Official must be approved in advance by the Responsible Officer and Regional Legal Counsel (except Gifts of promotional items of Nominal Value bearing a Company trademark, such as umbrellas, caps, pens, calendars or golf balls); and More than Nominal Value Any Gift or Entertainment in excess of Nominal Value per recipient to a Public Official must be approved in advance by the Responsible Officer and Regional Legal Counsel. 5
Never Permissible Gifts and Entertainment are never permissible if they: violate the Company s Code of Business Conduct and Ethics, Anti-Corruption Compliance Policy or any related policy or procedure, including this policy; violate the FCPA or other anti-corruption laws applicable to the jurisdiction of the recipient or Oceaneering, including, but not limited to, the UKBA; create the perception of a violation of the FCPA, UKBA or other anti-corruption laws applicable to the recipient or Oceaneering; are of cash or a cash equivalent, such as a gift card or voucher; have been solicited by the recipient, or are offered, explicitly or tacitly, for something in return; are likely to adversely affect Oceaneering s reputation; or are concealed, hidden or disguised (including being paid for personally by a Company Representative to avoid having to report or seek approval as set forth in this policy). Gifts and Entertainment Provided to Company Representatives Company Representatives may accept Gifts and Entertainment from Third Parties which meet the approval and other requirements for permissible Gifts and Entertainment to Third Parties set forth in this policy. DOMESTIC OR INTERNATIONAL TRAVEL INVOLVING THIRD PARTIES Appropriate Travel In general, paying for or otherwise Providing Travel for Third Parties, including Travel by Public Officials, is appropriate (whether or not advance approval is required below) when it is consistent with the General Principles set forth above and the Travel: is directly related to promotion, demonstration or explanation of Oceaneering s products or services or the execution or performance of a contract, or otherwise has a legitimate business purpose; is not for side trips or family members, or intended as a Gift or Entertainment, for a Public Official; 6
is lawful under the written laws of the country(s) where the Travel will occur; complies with policies of each commercial organization and/or Public Entity involved; is paid directly to the service provider or reimbursed by Company check (cheque), wire transfer or other means excluding the use of cash or cash equivalents; and is not offered or Provided to the recipient with the intent of obtaining or retaining business or gaining an improper advantage. Costs which may be paid directly to the Travel provider or reimbursed include airfare, lodging, transportation and meals which comport with the above. Required Approval Travel of Nominal Value Provided for a Private Party does not require advance approval and may be given at the discretion of the Company Representative as authorized. Travel Provided for a Private Party in excess of Nominal Value per recipient must be approved in advance by the Responsible Officer and Regional Legal Counsel. Travel Provided for a Public Official is permissible only with advance approval, as follows: Nominal Value Any Travel of Nominal Value per recipient Provided for a Public Official must be approved in advance by the Responsible Officer and Regional Legal Counsel; and More than Nominal Value Any Travel in excess of Nominal Value per recipient Provided for a Public Official must be approved in advance by the Responsible Officer and the General Counsel. Each Third Party involved should be informed in advance of those costs which the Company will or will not reimburse in accordance with this policy. Travel Provided to Company Representatives Company Representatives may accept Travel from Third Parties which meets the approval and other requirements for permissible Travel Provided for Third Parties set forth in this policy. CHARITABLE CONTRIBUTIONS Commitment to Communities The Company desires to be involved in communities in which its employees live and work. As such, Oceaneering may consider a Charitable Contribution, including in-kind support, that benefits such a community and is consistent with the General Principles set forth above. 7
Required Approval A Charitable Contribution of Nominal Value does not require advance approval and may be given at the discretion of the Company Representative as authorized. A Charitable Contribution in excess of Nominal Value may be Provided by Oceaneering, or by any Company Representative on behalf, in the name, or using the resources, of Oceaneering, only if approved in advance as follows: Regional Approval for a request to Provide a Charitable Contribution up to a limit of 1,000 USD per event/occasion, or equivalent non-usd amount, per recipient, the Responsible Officer and Responsible Controller must approve the request; and Corporate Approval for a request to Provide a Charitable Contribution in excess of such amounts, the Chief Executive Officer, in addition to Responsible Officer and Responsible Controller, must approve the request. BOOKS AND RECORDS Approvals All requests of a Company Representative for authority required by this policy to Provide Gifts, Entertainment, Travel or Charitable Contributions or to accept Gifts, Entertainment or Travel must be submitted in writing, documented in reasonable detail and approved in writing. Subject to the following paragraph, a request or approval required by this policy to be in writing may be by e-mail or otherwise in electronic form. The form and content of any required approval or request may be established by the Chief Financial Officer and the General Counsel from time to time, and include at a minimum identification of each Company Representative, Public Official or other Third Party involved, any related Public Entity, company or other entity or association, the business purpose and, in the case of Travel, the origin, destination, class of service and other relevant details of each traveler. If the requesting Company Representative is the Responsible Officer, the Company Representative may self-approve the transaction, subject to any required approval by Regional Legal Counsel or the General Counsel, but must record the information required above. For convenience, a matrix summarizing the approvals required by this policy is attached as Appendix 1. Expensing, Recording and Accounting The following, if Provided by a Company Representative in compliance with this policy and properly recorded, may be reimbursed on employee expense reports: 8
Gifts, Entertainment and Third-Party Travel; and Charitable Contributions up to a limit of 1,000 USD per event/occasion, or equivalent non-usd amount, per recipient. Charitable Contributions in excess of the limits above may not be reimbursed on employee expense reports, unless approved in advance by the Chief Financial Officer. Any Gift, Entertainment, Travel or Charitable Contribution Provided by Oceaneering, or by any Company Representative on behalf, in the name, or using the resources, of Oceaneering, along with any request for or approval thereof, must be recorded and documented in reasonable detail and retained in accordance with the Company s records retention policy. All expenditures for Gifts, Entertainment, Travel or Charitable Contributions must be properly coded and expensed in accordance with Company guidelines established by the Chief Financial Officer. AUDITS Compliance with this policy is subject to audit. All Company Representatives shall cooperate in such audits as requested. PENALTIES AND SANCTIONS Failures to comply with this policy may result in severe fines, imprisonment and other sanctions against the Company, other entities and the individuals involved. Appropriate action will be taken by the Company against any Company Representative who violates this policy, up to and including dismissal or equivalent action. LOCAL CUSTOMS AND PRACTICES All Company Representatives must follow this policy, even if it conflicts with local customs or practices. EXCEPTIONS Any exception to this policy must be approved in advance by the General Counsel. FURTHER INFORMATION Please direct any questions regarding this policy to your Regional Controller or a member of the Legal Department. 9
Appendix 1 GIFTS, ENTERTAINMENT, THIRD-PARTY TRAVEL AND CHARITABLE CONTRIBUTIONS Approvals Required 1 Gifts Entertainment Travel Involving Third Parties Charitable Contributions EXCEPTIONS Any amount GC Nominal Value 2 Non-Pub None 3 Pub RO & RLC 4 Non-Pub None 3 Pub RO & RLC Non-Pub None 3 Pub RO & RLC None In excess of Nominal Value Non-Pub RO Pub RO & RLC Non-Pub RO Pub RO & RLC Non-Pub RO Pub RO & RLC Up to $1k ea. RO & RC Over $1k ea. CEO 5 Key: GC General Counsel Pub Public Official (as defined in policy) 6 RC Responsible Controller (regional controller of the relevant business line, relevant worldwide controller, CFO or EVP) RLC Regional Legal Counsel (in-house regional legal counsel) or GC RO Responsible Officer (VP/SVP of the relevant business line, function or country/region, EVP, COO or CEO) 1 The RO, with the GC s concurrence, may impose more restrictive limits than those set forth in this matrix. 2 Nominal Value" means having the following cost or calculated in-kind value with respect to: (i) Gifts, Third-Party Travel and Charitable Contributions less than US$200 (or non-usd equiv.) per recipient per event/occasion, and (ii) Entertainment less than $400 (or non-usd equiv.) per recipient per event/occasion; provided the RO with concurrence of GC or his or her designee may set a lower limit. 3 If otherwise compliant with policy, e.g., lawful and not unreasonable or inappropriate, and within financial authority. 4 Except Company-trademarked promotional items of Nominal Value. 5 Not reimbursable through employee expense process. Must be processed through Accounts Payable process. 6 Public Official includes any officer or employee of a government or any department, agency or instrumentality thereof, an employee of a public international organization, political party or official, candidate for office, and anyone working in an official capacity or having a public function, such as a NOC employee, member of a royal family, member of the military, or an immigration or customs official. Gift, Entertainment, Third-Party Travel and