Code of Business Conduct

Code of Business Conduct

CODE OF BUSINESS CONDUCT

The business conduct principles and rules set out in this Code of Business Conduct (the “Code”) are provided to ensure that Stolt-Nielsen Limited and its subsidiaries (the "Company") conducts its business and achieves its targets in an ethical, honest and legal manner.

APPLICABILITY, ENFORCEMENT AND REPORTING

The Code is applicable to all directors, officers, permanent employees, temporary employees, contractors and consultants (herein referred to as "Personnel") and should be complied with at all times. In line with the principles of this Code, all Personnel are expected to carry out their duties and maintain their internal and external relationships in a professional manner with utmost integrity while avoiding any conflict of interest. The Company will not tolerate any breach of this Code. Individuals found to be in breach of this Code will be subject to disciplinary action up to and including termination of service.

The Company aims to promote a culture in which employees feel able to raise genuine concerns without fear of victimisation, discrimination or disadvantage. Personnel will not be discharged, demoted, suspended, threatened, harassed, or in any other manner discriminated against as a result of reporting a breach of this Code, or any other Company policy or procedure.

Any concerns regarding compliance with this Code should be reported to the Head of Operational Audit, SNL and any incident involving a breach of this Code must be reported immediately to the Head of Operational Audit. The Head of Operational Audit will report any major incident to the Chairman of the Audit Committee and all incidents of a legal nature to the Head of Legal. For the purpose of this Code, any incident of fraud is considered a major incident and should be reported as such. Concerns may also be reported anonymously.

To support the reporting of concerns, the Company has established an on-line system. The “Speak Up!” system is available internally via the Company’s intranet system (StoltWorld) and is also available to any interested party via the Company’s external website (go to www.stolt-nielsen.com and access via the ‘contact us’ menu). The system enables confidential reporting directly to the Chairman of the Audit Committee (of the Board) and the Head of Operational Audit. It also supports anonymous reporting if that is desired, as the user’s internet address is intentionally not captured.

RULES OF CONDUCT

Laws and Regulations

The Company endeavours to comply with all applicable international and local laws and regulations. The Company competes fairly and ethically within the framework of applicable competition laws and in accordance with the requirements of the Company’s Antitrust policy. The Company adopts policies that mandate full, fair, accurate, timely and understandable disclosure in the reports and documents filed with the Oslo Børs and in any other public communications that it makes.

Confidentiality of Company information

All Personnel must not, directly or indirectly, use, disclose, reproduce or make available in any form any confidential Company information, unless as part of an approved business process. This applies to internal Company matters, as well as industry information other than that which is generally available to the public and extends beyond the termination of employment/contractual relationship.

Conflict of Interest

All Personnel must pay particular attention to conflict of interest issues. If an employee is faced with a situation in which his or her personal financial, political or other interests or those of individuals or entities close to them may conflict with that of the Company, they must report it immediately (see Applicability, Enforcement and Reporting). In this respect, no Personnel shall acquire a significant interest in or accept a position as consultant or part-time employee with, a competitor, a supplier or a customer without prior written agreement from the Company. No Personnel may use personal influence to get the Company to do business with an entity in which their close family members or friends have an interest. All Personnel must report any relationship they or any close family members have with the Company, either as an employee, supplier, customer or in any other form (see Applicability, Enforcement and Reporting).

Insider Trading

All Personnel who have access through their position to privileged non-public information, which could influence the price of the shares of the Company, or companies with which the Company has a business relationship, shall not engage in divulging such information nor trade in those shares, or any other financial instruments, including exercising share options.

Proper Accounting and Record Keeping

All transactions on behalf of the Company's entities must be appropriately described in the records of the Company and accounted for in accordance with approved accounting policies and procedures and may be subject to audit. No secret or unrecorded fund of money or other assets is to be established or maintained.

Internal Control System

The Company is committed to establish, maintain, and regularly evaluate the effectiveness of a business-wide internal control system including, but not limited to, detailed procedures for purchasing and sales functions, inventory controls, accounting, financial reporting and disclosure. Appropriate guidelines for the internal control system and the disclosure controls and procedures are defined within relevant policies and work instructions.

Relationships with Government Officials, Customers, Suppliers and Partners

These relationships should be conducted in compliance with international and local law, including relevant anti-corruption laws. All Personnel are prohibited from giving anything of value, directly or indirectly, to government officials or political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country. These requirements apply to all Personnel, agents, and joint venture companies, no matter where they are doing business. Personnel authorised to engage agents must ensure that they are reputable and, through appropriate contractual arrangements, are expected to comply with the Code when conducting business on the Company’s behalf.

Within the context of business relationships or activities, gifts (including cash or cash equivalents) and entertainment (including meals, accommodation and travel) should not be given (directly or indirectly) or accepted (directly or indirectly) by Personnel or their close family members, if such gifts or entertainment could be considered extravagant, unduly frequent or construed as a bribe or payoff where it might appear that the recipient’s judgment would be compromised as a result. Personnel who are unsure whether any gift or entertainment is appropriate must discuss such with their line management.

Communities and Political Activity

The Company respects and promotes a harmonious working relationship with the local communities in which it operates. The Company acts in a socially responsible manner and refrains from participation in party politics, unless approved by both the Chairman of the Board and the Chief Executive Officer.

Commissions, Fees and Similar Payments

All Commissions, consultants’ fees, retainers or similar payments should be clearly related to, and commensurate with, the services being performed.

Joint Ventures

When participating in joint ventures, the Company promotes the application of this Code in the management of the joint venture operation.