Code of Business Conduct and Ethics

This Code of Business Conduct and Ethics (Code) embodies the commitment of Artificial Lift Performance Limited (“ALP”) to conduct their businesses in accordance with all applicable laws, rules and regulations and the highest ethical standards. All employees, including executive officers (officers) are expected to adhere to the principles and procedures set forth in this Code that apply to them. ALP also expects any consultants it retains to abide by this Code as well.

Compliance and reporting

Employees and officers should strive to identify and raise potential issues before they lead to problems, and should ask about the application of this Code whenever in doubt. Any employee or officer who becomes aware of any existing or potential violation of this Code has an obligation to promptly notify ALP’s Director of HR, or such other compliance officer as shall be designated from time to time. Such communications will be kept confidential to the extent feasible, provided that any concern about questionable accounting or auditing matters submitted by an employee will be kept confidential, and may be made anonymously, to the extent requested by the employee. ALP will take such disciplinary or preventive actions as it deems appropriate to address any existing or potential violation of this Code brought to its attention. If the employee is not satisfied with ALP’s response, or if there is reason to believe that notification to the Director of HR or other designated compliance officer is inappropriate in a particular case, the employee or director should contact the CEO.

Any questions relating to how these policies should be interpreted or applied should be addressed to the Director of HR or other designated compliance officer.

ALP prohibits retaliation of any kind against an individual who has made a good faith report of a violation or potential violation of this Code.

It is ALP’s policy that the information in its communications, be full, fair, accurate, timely and understandable. All employees and officers who are involved in any disclosure process, are responsible for acting in furtherance of this policy. In particular, these individuals are required to maintain familiarity with the disclosure requirements applicable to ALP and are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit, material facts about ALP to others, whether within or outside ALP, including ALP’s independent accountants. In addition, any employee or director who has a supervisory role in ALP’s disclosure process has an obligation to discharge his or her responsibilities diligently.
Financial statement and other records
All of ALP’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect ALP’s transactions and must conform both to applicable legal requirements and to ALP’s system of internal controls. Unrecorded or “off the books” funds or other assets should not be maintained unless permitted by applicable laws, rules and regulations.

Employees and directors should always retain or destroy records according to ALP’s record retention policies. In the event of litigation or governmental investigation that could involve any particular records, however, none of such records should be destroyed and, in the event that any such records were in the process of being destroyed in the ordinary course of business in accordance with ALP’s policies, such destruction shall immediately cease and ALP’s CEO should be consulted immediately.

Compliance with laws, rules and regulations
It is ALP’s policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each employee and director to determine which laws, rules and regulations apply to his or her position with ALP and to adhere to the standards and restrictions imposed by those laws, rules and regulations.
Personal conflicts of interest
A “personal conflict of interest” occurs when an individual’s private interest improperly interferes with the interests of ALP. Personal conflicts of interest are prohibited as a matter of ALP policy, unless ALP has approved them in advance. In particular, an employee or director must never use or attempt to use his or her position at ALP to obtain any improper personal benefit for himself or herself, for his or her family members, or for any other person, including loans or guarantees of obligations, from any person or entity.

Any employee or director who is aware of a transaction or relationship that could reasonably be expected to give rise to a conflict of interest should discuss the matter promptly with the General Counsel or other designated compliance officer.

Corporate opportunities
Employees and directors owe a duty to ALP to advance ALP’s legitimate business interests when the opportunity to do so arises. Generally, subject to the terms of ALP’s certificate of incorporation or bylaws, employees and officers are prohibited from taking for themselves (or directing to a third party) a corporate opportunity that is discovered through the use of corporate property, information or position, unless ALP has first been offered the opportunity and turned it down. Additionally, employees and directors are prohibited from using corporate property, information or position for improper personal gain or competing with ALP.

If an employee or director has any question about corporate opportunities or whether any use of ALP property or services is improper, such person should consult with the Director of HR or other designated compliance officer in advance.

In carrying out ALP’s business, employees and directors often learn confidential or proprietary information about ALP, its customers, prospective customers or other third parties. Employees and officers must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized by ALP or otherwise legally mandated. Confidential or proprietary information includes, among other things, any non-public information concerning ALP relating to its businesses, financial performance, results or prospects, and any non-public information provided by a third party (including a customer) with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed.
Fair dealing
ALP has a history of succeeding through honest business competition. It does not seek competitive advantages through illegal or unethical business practices. Each employee and officer should endeavor to deal fairly with ALP’s customers, service providers, suppliers, competitors and employees. No employee or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.
Equal employment opportunity and harassment
ALP’s focus in personnel decisions is on merit and individual contribution. Concern for the personal dignity and individual worth of every person is an indispensable element in the standard of conduct that ALP has set for itself. ALP affords equal employment opportunity to all qualified persons. This means equal opportunity in regard to each individual’s terms and conditions of employment and in regard to any other matter that affects in any way the working environment for the employee. ALP does not tolerate or condone any type of discrimination prohibited by law, including sexual, racial or other harassment.
Protection and proper use of firm assets
All employees and directors should protect ALP’s assets and ensure their efficient use. All ALP assets should be used for legitimate business purposes only.
Waivers of this code
From time to time, ALP may waive certain provisions of this Code. Any employee or officer who believes that a waiver may be called for should discuss the matter in advance with ALP’s CEO. Only the CEO may grant waivers.