Ethical Guidelines

Ethical guidelines for the group Argentum Fondsinvesteringer AS and the investment activities in related companies

(Last amended on May 27, 2021)

1.1 Purpose

Our ethical guidelines are a means of ensuring that, by focusing on integrity and high ethical standards, we make good decisions. The guidelines shall be a dynamic way of ensuring that Argentum Fondsinvesteringer as and related companies averts undesirable conduct.

Our ethical guidelines shall ensure that we do not make investments which constitute an unacceptable risk that we may contribute to unethical acts or omissions.

These ethical guidelines shall be accessible on the company’s website.

1.2 Value base

In every area of our work, as a manager of assets on behalf of third parties, we shall endeavour to maintain a high ethical standard.

  • All activities in which we are involved shall be legal where such activity is carried out
  • To this end, we shall comply with and promote the principles set out in the UN’s Global Compact1.

1.3 Role of the Board of Directors – follow-up

The Board is responsible for monitoring work on corporate social responsibility and ethical matters. The managing director shall report at least once a year on follow-up in this connection and the Board’s programme will include an annual discussion and evaluation of the work done.

All investment matters submitted to the Board shall include information on assessments that have been made concerning corporate social responsibility.

A. Ethical guidelines for Argentum’s own activites

Through these guidelines we wish to focus on a number of selected areas of risk within our sphere of activity. The guidelines are therefore in no way intended to provide exhaustive solutions to the ethical questions that we must decide on.

These guidelines apply to all of our employees, Argentum’s Board members and officers appointed directly by us in other activities.

A.1 Human dignity

The values which form the basis of our activities shall be in accordance with the principles set out in the UN’s Global Compact.

A.2 Working environment

Argentum shall be an attractive and professional place of work where importance is attached to equality and mutual respect among the employees.

A.3 Treatment of confidential information and intangible values

As a manager of state funds, Argentum shall seek to ensure that its activities and investments are characterised by openness. Our employees nevertheless have a duty of confidentiality in respect of business secrets. Information which is required to be kept confidential by our business partners or portfolio companies shall not be communicated to other parties.

We have a special duty to protect intangible values which form the basis of the portfolio companies’ activities.

Information which is received through work done for Argentum shall not be used for the purpose of private investments or the like. The regulations on the prohibition of insider trading as provided for in chapter 3 of the Securities Trading Act (Norway) apply to all trading, in so far as they are appropriate.

A.4 Conflict of interest

In the exercise of our work there shall be a special emphasis on preventing conflicts of interest from arising. Our employees shall be especially concerned to ensure that there are no grounds for asking about conflicting roles or questioning the integrity of anyone working on projects where Argentum is involved.

We shall be especially vigilant to ensure that close personal relationships related to friendship, social contact and activities at work or in free time do not affect our independence.

Case processing shall therefore always include an account if there are any special matters that could influence our independence.

A.4.1 Consideration of our employees’ and Board members’ other interests

Our employees, Board members and persons connected to them are prohibited from investing in companies in which Argentum has owner interests, directly or indirectly, through fund investments. The Board may grant dispensation from this provision in special cases (e.g. management co-investments).

Our employees and the Board members shall exercise great care in trading in unlisted securities. Employee trading in securities of this kind shall always be reported to the company management.

Where there is a risk that a conflict of interest might arise, our employees and Board members are also precluded from employing the services of advisers (e.g. lawyers/brokers) who are used by Argentum, or advisers who are known to be linked to the various funds where the company is involved.

Where employees or Board members are employed by, carry out assignments for or hold positions of trust with others, Argentum shall be informed. For employees, such matters have to be approved by the management of Argentum. Activities of this kind must always be avoided where this could lead to an unfortunate conflict of roles.

There shall also be openness about ownership relationships, employment relationships, assignments, supplier relationships and the like which the employees’ connected persons have with enterprises where Argentum is involved.

A.4.2 Conflict of interest with Argentum’s business partners

In the exercise of their work, our employees shall be alert to various ways influence can be brought to bear on our investment decisions, use of consultants etc. Our decisions shall not be influenced by external considerations. There shall therefore be full openness surrounding our participation in social events where Argentum’s business partners are involved. Participation in dinners and similar meetings shall always be approved by the immediate superior or the managing director. Participation in travel at the invitations of Argentum’s business partners shall always be approved in advance by the company management. Participation shall be limited to events with an important professional content or where it is of special significance that Argentum is represented. Argentum shall normally pay for its own participation.

Our employees shall not accept gifts from Argentum’s business partners unless they are occasional gifts of modest value. Employees are required to notify the management of gifts which are not of insignificant value. The managing director may issue further guidelines relating to such gifts.

Private business links with Argentum’s business partners should be avoided and Argentum’s employees are not permitted to receive discounts on the purchase of goods or services etc. from Argentum’s business partners unless this is linked to framework agreements and the like (such as hotels) where Argentum benefits from such use.

A.5 Information, communication and media contact

The information we provide to the public at large shall be correct and reliable, and we shall seek to maintain a high professional and ethical standard. Information for the media is the responsibility of the managing director or a person designated by him/her in each case.

A.6 Competition principles

In the conduct of our business we shall endeavor to have open and fair competition in all markets, nationally and internationally, and to comply with national and international competition regulations.

A.7 Corruption and laundering

Through our managers and business partners we shall work against corruption and comply with the principles set out in the Norwegian Anti Money Laundering Act, Anti-Money Laundering Regulations and EU’s Fourth Money Laundering Directive.

A.8 Impartiality

A.8.1 Impartiality of employees

If the impartiality of an employee can be drawn into doubt because he/she may have crossing interests, the matter shall be taken up with the immediate superior and the person in question shall withdraw from further consideration of the matter if there is a risk of infringement of impartiality.

A.8.2 Impartiality of Board members

Board members shall not participate in the discussion or decisions of Board matters when the member in question is disqualified pursuant to section 6-27 of the Norwegian Limited Companies Act.

Regardless of whether Board members are impartial or not pursuant to section 6-27 of the Norwegian Limited Companies Act, Board members shall be deemed not to be impartial and shall thus withdraw from consideration of Board matters when:

  1. The Board member himself/herself, or persons connected to the Board member, cf. section 1-5 of the Norwegian Limited Companies Act, as a participant, investor or otherwise has an economic interest in the matter.
  2. The Board member himself/herself, or persons connected to the Board member, cf. section 1-5 of the Norwegian Limited Companies Act, is employed by or has a service relationship with a company or undertaking linked to the matter.
  3. There are other special circumstances which are liable to weaken confidence that a Board member will consider the matter exclusively on the basis of what is in Argentum’s best interests.

Board members must notify the managing director or the chairman of the Board as soon as possible of any circumstances which could make him disqualified from considering a Board matter. In the event of disagreement as to whether a Board member is impartial, the matter shall be decided by a majority vote of the Board. The Board member to whom the matter relates shall not participate in this vote.

A.9 Reporting – sanctions

Infringements of our ethical principles can have consequences for terms and conditions of employment, and in more serious cases can lead to dismissal or termination of employment. If any of our employees have a suspicion that certain matters may be in violation of our ethical principles the immediate superior or the managing director shall be notified. If an employee is in doubt as to how a problematic situation squares with the company’s ethical rules, the matter should be put before the immediate superior or the managing director. In order to gain experience in matters of an ethical nature, the regulations shall be revised regularly, and we shall encourage open discussion of relevant ethical problems.

A.10 Environment

Argentum shall work purposefully to reduce any detrimental environmental effects of the company’s operations, investments and purchases.

A.11 Use of the company’s equipment and assets

No one is entitled to make unreasonable use of the company’s data, IT equipment, material or other assets for private purposes or for activities which have no relevance for their work. This is entirely prohibited for the purposes of gambling, pornography, racism or for other purposes which could be regarded as offensive.

A.12 Purchase of sexual services

The purchase of sexual services is prohibited under Norwegian law. This prohibition also applies to employees travelling in an official capacity in other countries.

A.13 Marketing

We shall give advice which protect the interests of our cooperating partners. All information and conditions shall be characterised by respect for cooperating partners, society at large and the environment.

A.14 Whistleblowing

Whistleblowing means bringing unacceptable conditions at the work place to the attention of someone who is able to something about it. Examples of unacceptable conditions are violations of laws, internal regulations or guidelines. Anyone who becomes aware of matters which he/she believes are in violation of rules or guidelines which apply to the company is encouraged to report this. Whistleblowing is instrumental in ensuring that unacceptable conditions are rectified. Each employee is encouraged to report unacceptable conditions as this can help the company to develop, but there is normally no reporting requirement. Employees do have a duty to report criminal acts and matters which put lives or health at risk. There are several ways of reporting unacceptable conditions. The whistleblowing should first be made to the immediate superior and documented in writing. Supplementary routines related to whistleblowing are described in the company’s personnel manual.

A.15 Reporting on own activity

Each year Argentum shall prepare a report on corporate social responsibility in respect of its own activities applying a selection of relative indicators based on the Global Reporting Initiative2.

B. Special ethical guidelines for investment activities

B.1 Responsible investments

The management of Argentum’s capital shall be based on a goal which seeks to achieve the highest possible return. A sound long-term return is contingent on sustainable development in the economic, environmental and social sense, as well as well-functioning, legitimate and effective markets.

In its investment activity, Argentum shall integrate considerations targeted on good corporate governance, the environment and society at large, in line with recognised principles of responsible investment practice. Integration of these considerations shall be implemented taking due account of Argentum’s investment strategy and the role it plays as an investor in private equity funds.

B.2 Requirements to be met by new funds

Where Argentum invests in recently established funds it will be concerned to ensure that

  • conflicts of interest, questions of impartiality and inappropriate mixing of roles in management activities are avoided
  • no inappropriate or unreasonable compensation schemes are established for the fund manager
  • the business is organised within generally accepted legal systems
  • no illegal taxation schemes are established for the parties involved, and
  • there is full openness in all matters of significance for an assessment of ethical questions related to business activities.

Recently established funds in which Argentum invests shall have established guidelines which ensure that the investments made by the fund are in conformity with recognised principles of responsible investment activity, and that principles of good corporate governance have been established, or that there is binding acceptance of Argentum’s principles of corporate social responsibility, as set out in a separate letter.

B.3 Established funds

Where established funds do not have guidelines for responsible investments or principles of good corporate governance, and where Argentum is an investor in such funds, the company shall take active steps to establish such guidelines and principles.

B.4 Violations of recognised principles of responsible investment

If, after the fund has made an investment, it is discovered that there have been serious violations of recognised principles of responsible investment, or of the principles of good corporate governance, Argentum shall ask the manager to take action to remedy the situation. If the situation is not remedied and/or it seems likely that similar violations can be expected in the future, Argentum shall – even if this entails a loss for the company – seek to withdraw from the investment. In the event of repeated and/or serious violations, it may seek to wind up the fund investment assignment, if possible.

B.5 Reporting

Argentum shall prepare an annual report on the status of corporate social responsibility at portfolio level. Argentum reports annually to the UN Global Compact in accordance with the applicable membership requirements.

See for the principles of UN’s Global Compact

2 See