OUR CODE OF CONDUCT IN PRACTICAL TERMS

code ofpractice

respectintegritytransparencyresponsibility

Code of ConduCt

jens-peter saulGroup Chief Executive Officer

Knut aKselVOll Group Chief Geographical Officer

søren HOlm jOHansenGroup Chief Market Officer

micHael rOsenVOldGroup Chief Financial Officer

We will respect the basic principles set out in the Ramboll values.

We will pursue our business with integrity.

We will respect the rules of law governing our business.

We will respect human rights and the political, cultural and religious customs of the countries in which we work.

We will not participate in or condone corrupt and fraudulent practices. In this respect we will observe FIDIC’s Business Integrity Management Guidelines requiring the highest standards of ethics during the selection and execution of contracts.

We will only give or accept gifts for business purposes and only up to reasonable levels – and never during the process of competitive bid or tender exercise.

We strongly discourage the use of facilitation payments.

We will not seek personal gain through abuse of our positions in Ramboll.

We avoid political contributions.

We hold no secret or unrecorded funds of money or assets.

Fees paid by us to agents and associated consultants shall be commensurate with the services provided. Our Code of Conduct shall be known and acknowledged by our agents and associated consultants to the extent that they are acting on our behalf.

Our Code of Conduct shall also apply to our participation in joint operations, and we seek to ensure that our joint venture partners adopt commitments similar to our own in connection with joint projects.

All employees are accountable and under an obligation to raise any issue of doubts with their management for clarification and decision.

The Code of Conduct establishes the general rules to be observed in order to meet our ethical standards for business behavior. It forms an integral part of Ramboll’s Business Integrity Management System, which has been developed along the FIDIC guidelines. Ramboll will work against corruption in all its forms, including extortion and bribery, and by being member of UN Global Compact, we commit to international business integrity principles.

Copenhagen, 01 April 2012

code_of_conduct_JPS.indd 1 18/04/2012 10:24:47

Dear colleagues

Since 2002, the Ramboll Group has followed a formal Code of Conduct to prevent involvement in corrupt and fraudulent practices. The goal of this Code of Practice is to translate our Code of Conduct into practical terms. While it cannot describe every situation you might encounter, it does provide a framework for what we consider responsible behaviour.

Respect, integrity, transparency and responsibility are all essential elements in our Code of Conduct. I hope that this Code of Practice will serve as a guide to each of us as we translate those words into actions.

JENS-PETER SAULGroup Chief Executive Officer

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RESPECT

coDE of PRAcTicE RESPEcT

We will respect the basic principles set out in the Ramboll values. Ramboll is an integrated engineering, design and consultancy firm founded in Denmark in 1945. We fundamentally believe in people’s inherent ability and understand that the inspirational solutions we provide to our customers across the globe are entirely dependent on people’s creativity, insight and integrity. Our local experience and understanding, combined with our global expertise, our strong ethical policies and our wholehearted determination to exceed expectations, ensures we generate rigorous and exacting solutions for everything we undertake. Our reputation and character attract new customers, assignments and employees, and our financial foundation is solid. Our values are the hallmark of our business. Together they define the philosophy that drives and guides our approach and decision-making. Our core values are:• Insight• Integrity• Empathy• Enjoyment• Empowerment

We will respect the rules of law governing our business.

Responsibility to society and the profession

•Weaccepttheresponsibilityofour profession to society.

•Weseeksolutionsthatarecompatiblewith sustainable development.

•Wealwaysupholdthedignity,standingand reputation of our profession.

Competence

•Weensurethatourknowledgeandskilllevels are consistent with developments in technology, legislation and management.

We serve our customers with skill, care and diligence.•Wedonotperformservicesinwhich

we are not fully competent.

integrity

•Wealwaysactinthelegitimateinterest of our customers and perform professional services with integrity and faithfulness.

We never disclose proprietary or confidential information relating to assignments or to our customers’ business or operations unless we have the prior written consent of our customers.

impartiality

•Ourprofessionaladvice,judgementsand decisions are impartial.

•Weinformthecustomersofanypotential conflicts of interest.

•Wedonotacceptpaymentthat mightprejudiceindependentjudgement.

Whether crossing the hallway or the horizon, respect is essential to our personal and professional growth. This is how we ensure it.

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fairness to others

•Wepromotetheconceptof ”selection by ability”.

•Wedonot,carelesslyorintentionally,doanythingtoinjurethereputationor business of others.

•Wedonot,directlyorindirectly,attempt to take the place of another consulting engineer who is already appointedtoaspecificproject.

•Wedonottakeovertheworkofanotherconsulting engineer until the consulting engineer in question has been notified and we’ve been advised by the customer of the termination of the prior arrangement.

•Ifweareaskedtoreviewtheworkofothers, we behave with appropriate professional conduct and courtesy.

corruption

•Weneitheroffernoracceptremunerationof any kind which in perception or in effect either: a) seeks to influence the process of selection or compensation of consulting engineers and/or their customers, or b) seeks to affect the consulting engineer’s impartial judgement.

•Wecooperatefullywithanylegitimatelyformed investigative body inquiring into the administration of any contract for services or construction.

We will respect human rights and the political, cultural and religious customs of the countries in which we work.

We conduct business and behave impeccably towards business associates, colleagues and others. This includes being sensitive to the political, cultural and religious customs of the countries in which we work. We do not tolerate any form of harassment, discrimination or other behaviour that may be regarded as derogatory or degrading.

UN Global compact.

Ramboll will work against corruption in all its forms, including extortion and bribery, and by being member of UN Global Compact, we commit to international business integrity principles.We will make continuous and comprehensive efforts to advance the Global Compact Principle ten throughout our operations – and work towards a global approach to CSR.

6 coDE of PRAcTicE iNTEGRiTy

Integrity means living by ramboll’s values– No matter which way the wind blows.

integrity

We will pursue our business with integrity.

We solicit consulting work and participate in private or public competitive bidding with the highest standards of corporate ethics and competitive practices and with total integrity.

We always act in the best interests of our customers, and we carry out services with professional integrity – without jeopardizingtheinterestsofsociety.Our promotional activities uphold the dignity and reputation of the industry. Brochures and other formal documents describing resources, experience, work and reputation reflect our company’s actual circumstances in a truthful manner.

We manage our internal and external affairs with integrity. We focus on business integrity management as a working methodology, consistent with the dignity of the knowledge-based consulting industry.

We will not participate in or condonecorrupt and fraudulent practices.in this respect we will observe fiDic’s Business integrity Management Guidelines requiring the highest standards of ethics during the selection and executionof contracts.

We recognise and observe FIDIC’s Business Integrity Management Guidelines in our endeavours to dissociate ourselves from corrupt and fraudulent practices. Each Ramboll business unit must adopt a

code of practice 7

Business Integrity Management System based on the principles recommended by FIDIC. The mainstays of these principles are:

Leadership

The Board of Directors and Management must demonstrate in a clear and visible way their full commitment to business integrity management. This commitment must be evident to all staff, in words and deeds.

Involvement of staff

The involvement of every employee is key to the success of the Business Integrity Management System. Every task we take on involves staff who have to commit to business integrity and focus on it in their responsibilities.

A process approach

The holistic nature of business integrity implies that each of the processes performed to provide a service has to be accomplished with integrity. It’s important to identify potential areas of corruption and to control all processes.

A systematic approach

Identifying potential areas of corruption and managing interrelated processes to ensure business integrity requires an approach that is linked to a Business Integrity Management System.

A documented process

Business integrity has to be documented in order to be managed. Documenting information should be a continuous process rather than a one-time event that risks missing important events.

We will only give or accept gifts for business purposes and only up to reasonable levels – and never during the process of competitive bid or tender exercise.

We do not give, solicit or receive – directly or indirectly – any gifts or other favours thatmightinfluenceourjudgementorhowweperformourjob.Thisdoesnot include conventional hospitality or minor gifts. Follow these guidelines:

Gifts to business partners

•Neverofferagiftsecretly.Inallcases, the purpose/occasion of the gift, the person receiving it and all other relevant information should be clearly stated on the invoice/bill.

•Whenofferingagift,alwaysconsiderthe economic situation of the receiver. As a rule of thumb, the value of a gift should never exceed the amount that the recipient would be able to repay.

•Ingeneralgiftsshouldbeoflittlevalue,notexceeding locally defined triviality limits (if no other limit has been defined, the value should not exceed €50). Gifts with the company’s logo are the most suitable. Gifts of a higher value (up to €100) can in some cases be acceptable, but you must get approval from a director. Cash presents and gift vouchers are not allowed.

•Neveroffergiftsinconnectionwithtenders,tender evaluation or contract negotiations.

8 coDE of PRAcTicE iNTEGRiTy

Gifts from business partners

•Asageneralrule,don’tacceptgiftsofavalue exceeding locally defined triviality limits (if no other limit has been defined, the value should not exceed €50).

•Don’tacceptanygiftsgivenforthepurpose of influencing your decision. This also applies to all kinds of special services and the procurement of goods at a price far below the market value.

Entertainment and travel

•Entertainmentsuchasdinnerinvitationsshould never be extravagant. Example: a €50 per person dinner is not unusual in Northern Europe, but a €500 meal per person is extravagant.

•Travelsandbusinesstripsshouldalways have a legitimate purpose.

•Ifgovernmentofficialsanddecisionmakers are invited to visit Ramboll in connectionwithaprojectwithallormost expenses paid by the company, this should be done openly (it should be mentioned in the tender, and it should be reported in progress reports and the like).

We strongly discourage the use of facilitation payments.

Petty corruption takes place at a low bureaucratic level, and the typical officials who solicit money are the police, customs officers, and taxing and licensing authorities etc. Often the reason for paying is black-mailing, and the payment is made to get services that according to the law in that country should be available to the company free of charge. Examples may include getting goods through the border control zone or getting import licence papers stamped. Be mindful of the following points if confronted with improper claims for payment:•Corruptionisillegalandmustbeavoided.

If you pay, you facilitate and maintain the use of bribery. Instead you should refer to legal practice and to Ramboll’s Code of Conduct.

•Ifyou’veexhaustedallotherpossibilities,keep payment to a minimum. In many countries €1 is a fair amount of money.

•Reportyourexpensetothecompany accountant.

•Informyoursuperioraboutthe incident and explain why you had to pay.

•Yourpersonalsafetyandthesafetyofyour family and staff are, however, more important than the above guidelines. If you are threatened or find yourself in a dangerous situation, you should be willing to pay to get out of the situation. Report the incident to your superior immediately.

9coDE of PRAcTicE

We will not seek personal gain through abuse of our positions in Ramboll.

Our employees and representatives do not try to obtain personal gains for themselves, their friends or their relatives that are improper or in any other way may be detrimental to Ramboll’s interests, whether or not this constitutes criminal fraud.

Ramboll employees may not take part in or seek to influence any decision under circumstances that can give rise to an actual or perceived conflict of interest. Such circumstances might be apersonalinterestinthesubjectmatter– economically or otherwise – directly or through someone closely related.The employee’s immediate superior must be notified of any potential conflict of interest without delay.

10 coDE of PRAcTicE TRANSPARENcy

We avoid political contributions.

Ramboll does not make financial contributions to political parties. Charitablecontributionsaresubjectto various restrictions and are handled exclusively by the Ramboll Foundation.

We hold no secret or unrecorded funds of money or assets.

We maintain accurate books and records. They are available for inspection and properly and fairly document all financial transactions. We do not maintain off-the- books accounts. Our accounting and recordkeepingpracticesaresubject to regular audits.

We are open. We are accurate. We are fair. The practice of financial transparency runs deep at Ramboll.

transparency

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fees paid by us to agents and associated consultants shall be commensurate with the services provided. our code of conduct shall be known and acknowledged by our agents and associated consultants to the extent that theyare acting on our behalf.

Companies can be held responsible for actions committed by external partners if it can be proven that the company by negligence has overseen “red flags of alert” indicating that a representative might be using bribery. Follow these rules:

•Onlyusewell-qualifiedagentsandcompanies with a good reputation.

•Ifindoubt,checkthestandingoftheagent/company through an independent source.

•AllagencyagreementsshouldbebasedonFIDIC’s “Model Representative Agreement” (Test Edition 2004), which comprises model agreement, particular conditions, general conditions and notes for guidance.

our code of conduct shall also apply to our participation in joint operations, and we seek to ensure that our joint venture partners adopt commitments similar to our own in connectionwith joint projects.

Each of our collaboration partners has to demonstrate to our satisfaction that it adheres to a documented Code of Conduct and associated compliance pro-gramme. Alternatively, the partner must confirm its agreement to the principles of our own Code of Conduct annually.

All employees are accountable and under an obligation to raise any issue of doubts with their management forclarification and decision.

Each Ramboll business unit has established secure and accessible channels through which employees can raise concerns and report violations (“whistleblowing”) in confidence and without risk of reprisal. These channels are also available for em-ployees to seek advice in individual cases (“hotline”) or suggest improvements to the Business Integrity Management System.

responsibility

Our obligation to act according to a code of conduct extends to everyone with whom we collaborate.

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