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Code of Business Conduct

Corporate Information

Code of Business Conduct

Introduction

Applicability

This Code applies to all employees, officers, and members of the Board of Directors of JDC and its subsidiaries. This code will impact those we do business with, including customers, contractors, suppliers and agents.

Responsibility

You must be familiar with this Code and follow the standards and policies contained, even if you are not required to do so by laws, rules and regulations.

You are expected to understand and comply with this Code. You should seek guidance and advice if you have questions or concerns. Any of employee who violates this Code or other company rules or the laws and regulations or knowingly permits a subordinate to do so, will be subject to disciplinary action.

Reporting

You must report to your supervisor any conduct that appears to be unethical or illegal or to be against this Code, other company rules or applicable laws and regulations.

We will protect you from retaliation against anyone when you, in good faith, report violations or suspected violations of this Code, other company rules or applicable laws and regulations.

Waivers

Waivers of the standards and policies set forth in this Code will be granted only where circumstances warrant granting a waiver based on the best interests of JDC and our shareholders.

1. Legal

Compliance with Law

We will conduct our business in compliance with all applicable laws and regulations wherever we run operations around the world. You have a responsibility to acquire appropriate knowledge of and respect and obey the laws and regulations that apply to your job and to recognize the potential dangers of non-compliance.

You should not take any action on our behalf that you know, or reasonably should know, violates any law or regulation.

You should seek an advice from your supervisor, if you deem your actions or inactions might breach this Code.

Anti-Bribery and Anti-Corruption Laws

You must comply with relevant countries' applicable laws and regulations on bribery and corruption (including but not limited to the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act).

Anti-bribery law is the prohibition against the payment or offer of payment of anything of value in order to assist in obtaining or retaining business or to secure any improper advantage.

Questionable payments include not only direct actions of employees but also forbids indirect actions by agents, representatives, joint venture partners or any other third parties acting on our behalf.

Q: We have some marketing goods like calendar with JDC's logo. Government official related to our business is requesting a few pieces for themselves. Can we give him marketing items free of charge?

A: Small value items designed for marketing or promotion are basically acceptable, as the purpose of those items is just promoting JDC's business. However if you are uncertain whether offering item is acceptable, take an advice from your supervisor.

Money Laundering

We will take steps to prevent criminals from using business transactions with us to launder illegal funds, concealing the origin of money arising from criminal activities. By conducting proper investigations into potential business partners and their affiliates, we will not do any business with a known criminal or criminal organization.

Proper Accounting

We will comply with accepted accounting regulations and controls. This responsibility falls on our employees and management and external accountants who help us prepare our books and records. Books and records shall be made and kept which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company. No undisclosed or unrecorded fund or asset of the Company may be established for any purpose.

Q: My supervisor asks me to post additional expenses even though I haven't received an invoice from the supplier and the transaction is not completed yet. Should I follow the instruction from the supervisor?

A: No. It's not allowed to do that even the instruction comes from the boss. Costs should be recorded accurately when the invoice is duly issued after the job is done with proper inspection.

2. HSE and Quality (HSQE)

Health and Safety

A clean and safe work environment must be maintained. It is your responsibility to adhere to our HSQE Management System, to cooperate with officials who enforce safety rules and practices, to take the necessary steps to protect yourself and other employees, to attend safety training to understand workplace HSQE rules and regulations, to immediately take action and report to your supervisor to prevent any accidents from occurring.

You have the authority to stop work for a re-evaluation of safety when you consider the conditions or personnel behavior unsafe in any way.

Environment

We will preserve the environment wherever we run operations. You are required to comply with all laws, rules, regulations and approved company practices relating to the environment and should conduct your job in a manner that respects and protects the environment.

Quality

We will provide the highest quality services to our customers and rely on the ongoing efforts of our employees to continually seek to improve operations. You are guaranteed to be provided with the tools, equipment and training necessary for us to continue to provide quality services to our customers.

Alcohol and Drugs

We will strive to maintain a safe, healthy, efficient and effective workplace. Abuse of alcohol, drugs and other restricted substances impairs our ability to provide a safe and healthy environment for all employees. The use, possession, sale, purchase or distribution of alcohol or illegal drugs, or the misuse of prescriptions is prohibited on our premises. In addition, anyone under the influence of alcohol or illegal drugs or anyone abusing a prescription will be subject to disciplinary action.

Violence-free Workplace

Violence of any form, whether threatened or actual, against our co-workers, visitors and anyone else on our premises is prohibited. Individuals who engage in violence or threats of violence will be subject to disciplinary action, up to and including termination of employment and alerting the authorities.

3.Communications and Relations

Fair Competition (Dealing)

We will not take advantage of anyone through manipulation or concealment or any other intentional unfair practices.

To secure free and open competition, all personnel are required to comply with Anti-trust laws. It is a violation of the law to fix or stabilize prices, engage in bid rigging, allocate or steer clients under an agreement with competitors or agree with our competitors on wages or prices. Anti-trust laws prohibit you from doing certain activities that impact fair competition including:

  • Sharing pricing and other sales-related information with our competitors
  • Agreeing with competitors to allocate customers
  • Sharing misleading or unjustified criticism of a competitor's services

Customer Relations

We will provide our customers with trained and competent workers, advanced technology and well-maintained drilling units and equipment they need to explore for oil and gas safely, efficiently and cost-effectively.

Supplier Relations

We expect our contractors, suppliers and subcontractors to comply with all applicable laws, rules, regulations and contracted requirements when performing any assignment on our premises.

Political Contributions

We will not make any political donations and you are not permitted to make political contributions (including donations to politicians, political parties or candidates for office) on our behalf. Whenever interacting with government officials in the capacity of a company employee, you are required to act with professionalism and conduct yourself with integrity.

No Company funds or assets may be utilized for any foreign or domestic political contribution or support.

Internet and Social Media

You are required to use your computer and telecommunications devices on our facilities for Company purposes only. Under no circumstances, should the Company internet access be used to obtain, post or review any pornographic, illegal or inappropriate materials.

You are not permitted to post any Company information on blogs or social media outlets regardless of whether your own name or not.

Q: Can I post the picture of the rig I'm working on the Facebook? It is very easy method for me to share my work on the rig with my family, and friends.

A: No. It's prohibited to post Company information on the internet, and social media sites as "non-public" information can be released. The action might result in damaging confidentiality, which must be protected.

4. Conduct at Workplace

Discrimination

All personnel will have equal opportunities. We will not permit or condone any type of discrimination in the workplace on the basis of race, color, national origin, gender, citizenship status, religion, age, disability or any other legally protected characteristic. No legally protected characteristic shall be considered in any hiring or promotional decision.

Harassment

We will not tolerate any form of harassment in the workplace. This code extends to all employees as well as to related parties such as suppliers, contractors and customers. Harassment may include but is not limited to:

  • Physical harassment (e.g., gestures, unwelcome touching)
  • Visual harassment (e.g., posters, calendars)
  • Sexual harassment
  • Verbally comment (e.g., jokes, threats)
  • Use of title or position for harassing employees
  • Imposing physically painful tasks

Respect for Human Rights

We are committed to respecting and protecting basic human rights in our operations. (We will adhere to applicable laws and regulations relating to working hours and wages)

Privacy and Personal Information

We will respect the privacy of our employees and will protect personal and confidential information. While we respect employees' privacy, we reserve the right to inspect our facilities and property, including computers, telephone records, lockers, e-mails, files, business documents and workplaces.

The right to privacy does not apply when using the services and equipment provided by the Company. We maintain the right to monitor, access and disclose for any purpose the content of any data on our electronic communications systems.

Retaliation

We will not tolerate retaliation in any form in response to reports made in good faith. Retaliation includes actions such as firing, demoting or transferring someone, as well as excluding the person from professional activities.

5. Conflicts of Interest

Conflicts of Interest

We will not engage in any acts which conflict with the interests of the directors, officers and employees. A "conflict of interest" exists when a person's private interest interferes in any way or even appears to interfere with the interests of the Company. Such a situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company duties objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.

Although no list can include every possible situation in which a conflict of interest could arise, the following are examples:

Directorships, Trusteeships, Officerships and Partnerships

All directorships, trusteeships, officerships or partnerships (except in not-for-profit corporations or other charitable institutions) in the contract drilling or energy services industry should be reported to the Company.

Investments in enterprises with which the Company does business or competes
Loans, Payments, Commissions or Reimbursements

No loans (unless such loan is from a firm regularly in the business of loaning money to individuals, such as a bank), payments, significant gifts, commissions or reimbursements in any form from any competitor of the Company, or from any person or firm having current or prospective dealings with the Company can be accepted.

Gifts and Entertainment

We are committed to conducting our business in compliance with all applicable laws, rules and regulations. This also applies to both giving and receiving gifts.

Gifts, meals and entertainment given or provided to our customers, suppliers or contractors should always be reasonable in value and frequency and with a valid business purpose. It's prohibited to give or accept gifts that are illegal in nature, gifts that will or appear to influence the Company or business partners in making a business decision.

In addition, it is prohibited to give gifts to government officials, including individuals who work for national or state-owned oil companies, as these gifts could violate certain laws and regulations. Violations could expose you and the Company to severe civil and criminal penalties.

Insider Trading

All information, which is obtained about the Company and our customers during the course of employment, must be kept strictly confidential. You should be aware that it is prohibited to pass "Non-public" information, so called "Inside Information", on to others or to buy or sell securities to take advantage of inside information. "Non-public" information is information that is known within the company but has not been publicly released and could reasonably expect to influence the stock price of JDC and/or other companies once disclosed.

Some examples of potential "Non-public" information include:

  • Financial results and forecast
  • Award of drilling contracts
  • Information about customer's well or the result of well testing
  • Marketing plans (possible business deals)
  • Changes in top management

It is also illegal to tip others outside of JDC. Tipping might result in others buying or selling our securities based on "Non-public" information.

Q: When is information "Public"?

A: Information is considered "public" and no longer "inside" only after it has been effectively disclosed in a manner sufficient to insure its availability to the investing public. Selective disclosure to a few persons does not make information public. The Company generally discloses material information to the public in the form of press releases distributed through the major mass media or the Tokyo Stock Exchange.

6.Protection of Assets

Proper Use of Company Assets

Personnel are required to protect the Company's assets and ensure their efficient use. The followings are prohibited:

  • Dishonesty, theft and fraudulent acts
  • Forgery or alteration of any negotiable instruments such as Company checks or drafts
  • Misappropriation of or non-business use of Company, employee, customer or supplier assets

You must properly secure Company property within your control to prevent its unauthorized use, and you should not remove any Company's property from the premises without permission, use it inappropriately or use it for personal purposes.

You should not install or use computer files or software not officially licensed by the Company or use software in a way that violates the license or copyright.

You must return all equipment provided by the Company, including computer and other IT resources when your employment is terminated.

Records Management

Records must be properly maintained and disposed of. Records include contracts, invoices, accounting records, legal documents and business related-documents.

Confidentiality

The confidentiality of information must be maintained, and confidential business information concerning the affairs of the Company shall not be knowingly disclosed to any person or to any non-affiliated enterprise. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company and/or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. All emails, voicemails and other communications are presumed confidential and should not be forwarded or otherwise disseminated outside of the Company, except where required for legitimate business purposes.

The obligation to preserve confidential information continues even after employment ends. No director, officer or employee shall use confidential information as an opportunity for personal financial gain or benefit. If confidential business information about the affairs of the Company has been acquired, and such information is not publicly available and might influence the market price of the Company's stock and/or other securities, it cannot be disclosed.

Disclosure and Public Communications

All public communications must be timely, truthful, fair, complete, transparent, accurate and in full compliance with law, both internally and publicly. It is a requirement for all personnel to ensure that our disclosures are fair and accurate and must not directly or indirectly induce, coerce, manipulate, or mislead our auditors to render misleading statements.

In addition, advanced permission must be obtained from the Company prior to making or granting any speeches, presentations, interviews or other communications on the Company's behalf.

Intellectual Property

The Company's intellectual property (ideas, processes, trademarks, inventions and improvements) is an important asset and must be protected.