HERCULES OFFSHORE WORLDWIDE CODE OF CONDUCT
HONEST
ETHICAL
RESPECTFUL
WE ARE
HERO
OBLIGATED
H onest E thical R espectful O bligated
http://herohome/Pages/Ethics.aspx
TABLE OF CONTENTS
HERO is HONEST
 Using the Code ...................................................................... 6
 Violating the Code............................................................6
 Seeking Guidance and Raising Concerns ......................... 8
 Speaking Up and Reporting Concerns ............................... 9
 Anonymous Reporting......................................................... 9
 Non-Retaliation .................................................................. 10
 Responding to Investigations ............................................ 12
 Accurate Books and Records. ............................................. 12
 Conflicts of Interest .............................................................. 13
HERO is ETHICAL
 Anti-Corruption ..................................................................... 15
 Gifts, Meals, Travel and Entertainment ............................ 19
 Fair Competition ................................................................... 21
 Antitrust Laws ....................................................................... 22
HERO is RESPECTFUL
 Health, Safety and Environment ........................................ 25
 Discrimination and Harassment ........................................ 25
 Electronic Communications . .............................................. 27
 Privacy .................................................................................... 30 • Political Contributions .....................................................30
HERO is OBLIGATED
 Insider Trading ...................................................................... 32
 International Business Laws...........................................35
 Antiboycott Laws................................................................. 35
 Import and Export Control Laws......................................... 35
 Economic Sanctions............................................................ 36
 Safeguarding Confidential Information and Assets ........ 37
 Annual Certification ............................................................. 38
A Message from our CEO and President
INTEGRITY MATTERS
“ Integrity matters. It matters to me, and it matters to our stakeholders - our customers, shareholders,
employees, vendors and every community where Hercules Offshore and its employees work and do business. We all share a personal responsibility to
protect and preserve the Company’s reputation. Operating our business and performing our jobs with
integrity is not only the “right thing” to do – but it also
will help make Hercules Offshore a place where we are
all proud to work, and it will ultimately enable us to
produce results for our shareholders. I am counting on each of you to comply with the letter and spirit of the
policies contained in this Code of Conduct. lease read this Code carefully. If you do not P
understand any of the policies, ask your supervisor for an explanation. Also, if you have questions or concerns, you can always contact any of the individuals
listed on page 9.
John T. Rynd, CEO and President HONEST
“Integrity is telling myself the truth. And honesty is telling the truth to other people.”
- Spencer Johnson
HONEST
Using the Code
Our Code of Conduct (“Code”) addresses many of the ethical and legal issues we may encounter. Unfortunately, it is impossible to anticipate or predict
every ethical or legal issue that may arise. The Code, therefore, serves as a reference tool that
guides us to HERO’s policies, as well as to important
laws and regulations, to help ensure that our actions
and behavior meet HERO’s expectations. If we have any
doubt about whether our actions or behavior would violate HERO’s policies or ethical expectations, we
must always seek guidance as discussed below in
“Seeking Guidance and Raising Concerns.” Violating the Code
Violating the standards in this Code will result in
disciplinary action, up to and including termination.
Throughout the Code, you will come across the following headings: “HAVE A HERO CONVERSATION”
“BE ACCOUNTABLE”
“IF IT FEELS WRONG - STOP - CALL A TIMEOUT”
Under the “HAVE A HERO CONVERSATION”
heading, you will be presented with scenarios that
should cause you to pause and engage in a conversation
with your supervisor or with the corporate office
through one of the channels listed below in “Seeking
Guidance and Raising Concerns.”
Under the “BE ACCOUNTABLE” heading, you will
be presented with hypothetical Question and
Answer scenarios which you may face in your day
to day work. Under the “IF IT FEELS WRONG-STOP-CALL A TIMEOUT”
heading, you will be presented with scenarios that
may involve temptations, pressures or “red flags”
which you may face in your day to day work. HONEST
SEEKING GUIDANCE AND
RAISING CONCERNS
Knowing “the right thing to do” is sometimes difficult.
Not all issues are “black and white.” When confronted with
a situation that you do not think is covered by a specific
section of the Code, ask yourself the following questions:
 Is the action legal?
 Does it comply with our guiding principles of
acting honestly, ethically and respectfully?
 If you do it, will you feel guilty?
 Would you be embarrassed to tell your
family what you did?
 How would you feel if the local news reported
about the action?
If the answer to any of these questions makes you uneasy
or if you become aware of a violation of the Code, a HERO
policy or any applicable law or regulation, seek guidance
immediately through one of the channels discussed below
in “Speaking Up and Reporting Concerns.”
Speaking Up and Reporting Concerns
All of us occasionally encounter difficult situations or
choices at work. Everyone makes mistakes from time to time.
While nobody is perfect, raising your concerns or mistakes
immediately helps all of us retain and build trust. If you have
concerns, never hesitate to stop what you are doing and talk
to your supervisor. If after speaking with your supervisor, you
still have concerns, please contact anyone listed below or
report your concerns anonymously, as follows:
Anonymous Reporting
You may report a concern 24/7
and anonymously by:
 Contacting the HERO Compliance Hotline at +1-800-880-9166
 Submitting a reporting form online at http://www.herculesoffshore.silentwhistle.com James Noe
Charles Lestage
+ 1 713 350 8306
[email protected]
+ 1 713 350 8303
[email protected]
Stephen Butz
Marisa Taylor
+ 1 713 350 8315
[email protected]
+ 1 713 350 8577
[email protected]
Beau Thompson
Anonymous
+ 1 713 350 8301
[email protected]
+ 1 800 880 9166
www.herculesoffshore.silentwhistle.com
HONEST
Non-Retaliation
Retaliation against any individual who, in good faith,
reports a possible violation of the Code is strictly prohibited. Good faith means you are reporting all of the information you have, and you believe the information to be true. If you believe that retaliation is occurring, immediately
contact any of the individuals listed on page 9, contact the
HERO Compliance Hotline or submit a report online at http://www.herculesoffshore.silentwhistle.com. Anyone who retaliates against a person for making a
report or cooperating in an investigation will be subject
to disciplinary action, up to and including termination. HAVE A HERO CONVERSATION
If you encounter or observe anyone retaliating against
you or any other employee for reporting a possible
violation of the Code or any other HERO policy—
BE A HERO
and report the retaliation to any of the individuals
listed on page 9, contact the HERO Compliance
Hotline or submit a report online at www.herculesoffshore.silentwhistle.com.
You should never be concerned that you may get in
trouble or lose respect for reporting such retaliation.
HONEST
Responding to Investigations
All reports of misconduct are carefully investigated. We must fully and honestly cooperate with any investigation into potential illegal or unethical conduct. Retaliation against anyone who cooperates
with an investigation is strictly prohibited.
Accurate Books and Records
We must keep accurate and complete records of all
transactions. We must also maintain reasonable
systems of internal controls to ensure that HERO’s
assets are not improperly used or diverted. No payments may be approved or made if any portion of the payment is to be used for any purpose other
than that described by the supporting documents.
Supporting documents include invoices, purchase
orders, expense reports and all other documents
submitted to HERO in order to process a payment.
Conflicts of Interest
We must avoid situations that present—or create the
appearance of—potential conflicts of interest between
your personal interests and those of HERO. Conflicts of
interest can arise in a variety of ways, but the following
situations are obvious examples of conflicts of interest:
IF IT FEELS WRONG
STOP
CALL A TIMEOUT
Your family member owns
or works for a company that
wants to do business with
HERO. Your family member asks you to help get his
company approved as a HERO
vendor. Should you help your
family member?
No. You must not agree to
help your family member as
doing so would likely create a
conflict of interest.
Is it okay if you or one of your
family members receives fees,
commissions or other compensation from one of HERO’s
suppliers or customers?
No. This is an example of your
personal interests conflicting
with HERO’s interests.
While employed by HERO, can
you work for a competitor as
an employee, consultant or as
a member of the board of directors?
No. While employed by HERO,
you must not work for a
competitor in any capacity. ETHICAL
“If you don’t want anyone to know it, don’t do it.” - Chinese Proverb
Anti-Corruption
Bribes are illegal. Although bribing government officials to obtain or retain business may be an accepted practice in some countries, such activity is
strictly prohibited by HERO as well as by several international laws, treaties, and regulations, including
the U.S. Foreign Corrupt Practices Act (“FCPA”).
Violations of the FCPA can result in serious fines
and criminal penalties, including imprisonment. It is
important that all of us keep our eyes open for any “red flags” that may indicate a potential FCPA violation. Immediately reporting any potential FCPA “red flags” will
help preserve HERO’s reputation as well as our own reputation.
BE ACCOUNTABLE
Q: If I am not in a position to bribe a foreign
government official, do I have to concern
myself with the FCPA?
the FCPA imposes strict accounting and reporting
standards, requiring us to accurately record and
reflect accounting entries, third-party invoices,
purchase orders, receipts, expense reports and
all other books, records and accounts. If you become aware of potential improper accounting
or reporting requirements, immediately contact
any of the individuals listed on page 9, contact the
HERO Compliance Hotline, or submit a report online
at http://www.herculesoffshore.silentwhistle.com. You should never be concerned that you may get in
trouble or lose respect for reporting a concern. ETHICAL
A: Absolutely. In addition to anti-bribery provisions,
IF IT FEELS WRONG
STOP
CALL A TIMEOUT
The son of an employee of
a state-owned oil company
wants to attend a prestigious
university. The employee of the
state-owned oil company knows you are personal
friends with the Director of
Admissions at the university
and asks you to write a letter
to your friend on behalf of
his son. Should you write the letter?
No. Employees of state-owned
oil companies may be considered
government officials under the
FCPA. Bribes are not limited to
cash or gifts. Rather, bribes include offering or promising anything of value to governmental
officials. Writing a letter to
your friend, the Director of
Admissions, could be deemed
as something of value to the
employee of the state-owned oil
company, which would qualify as
a bribe under the FCPA.
A local mayor in one of our foreign jurisdictions asks
you to donate HERO’s used
computers to a local charity of
the mayor’s choosing. Should
you donate the computers?
No. The mayor would likely be
considered a government official
under the FCPA. Donating computers, or any other
assets, to a charity of the mayor’s
choosing could be deemed to be
something of value to the mayor,
which would qualify as a bribe
under the FCPA. Bribes can take many forms. While cash payments to governmental officials may be an obvious form of
bribery, the FCPA broadly defines bribes to include offering or promising anything of value to a government
official. Therefore, you must always be alert for any
“red flags” that could be construed as a potential bribe
under the FCPA. ETHICAL
From time to time, we engage third-parties (“Agents”)
to perform marketing, shipping, freight forwarding,
customs and visa services. Because these Agents
represent us in front of government officials, they
must be reviewed and approved by the Legal Department prior to our engaging their services. If
you are unsure whether an Agent has been approved,
you must contact the Legal Department. IF IT FEELS WRONG
An employee of a state-owned oil
company informs you that HERO’s
competitors routinely pay for his
family to vacation in America each
year so long as the employee stops
by our competitors’ American office
to meet with company personnel. The employee tells you that he will
visit HERO’s corporate office in
Houston to meet with HERO personnel during his family vacation.
Should you approve the trip?
STOP
CALL A TIMEOUT
No. Providing excessive gifts,
meals, entertainment or
travel perks to government
officials could be construed
as a bribe under the FCPA. A customs broker suggests that
he can save HERO substantial
time and money by paying an
expediting fee directly to the
customs officials. Should you
approve the payment and save
valuable time and money?
No. We can not ask a thirdparty to do something which we
cannot legally do. A customs
official is a government official
under the FCPA. Paying a fee
directly to a government official
should immediately raise a red
flag as such a payment could be
considered a bribe under
the FCPA. Upon clearing a vessel into a
foreign port, HERO is fined by
the customs department for not
having the proper paperwork
onboard. Our local agent suggests he can negotiate the fine down if we agree to pay our
agent a negotiation fee equal to
20% of the total negotiated reduction. The agent assures you that the negotiation will not
involve any payments to a customs official. Should you
agree and save HERO money?
No. We can not blindly rely on
what our third-party agents
tell us. This agent’s proposal
should raise a red flag as
it is possible that the agent
may pay an illegal bribe to a
government official in order to
get a reduction in the fine. Gifts, Meals, Travel
and Entertainment
Gifts, meals, travel and entertainment could potentially be used to inappropriately influence business decisions or government officials. All gifts,
meals, travel or entertainment given or received by
HERO employees must be consistent with widely accepted and customary business practices and be of
such a nature that public disclosure of all related facts would not embarrass you or HERO. We must not request gifts, meals, travel or
entertainment from anyone who is providing, or
seeking to provide, goods or services to HERO.
ETHICAL
All gifts, meals, travel or entertainment involving governmental officials, regardless of amount, must
comply with HERO’s International Anticorruption Policy and Guidelines and must be approved by the
Transaction Review Committee as required by those policies and guidelines.
HAVE A HERO CONVERSATION
If you are unsure whether a gift, meal, travel or
entertainment is widely accepted or customary—
BE A HERO
and ask any of the individuals listed on page 9,
contact the HERO Compliance Hotline or
submit a report online at
www.herculesoffshore.silentwhistle.com.
You should never be concerned that you may get in
trouble or lose respect for seeking guidance on any
of HERO’s policies.
Fair Competition
We strive to outperform our competition fairly and
honestly. Stealing proprietary information, possessing
trade secret information that was obtained without the owner’s consent or inducing such disclosures
by past or present employees of other companies is
strictly prohibited. BE ACCOUNTABLE
Q: We just hired a marketing representative from
a competitor who had just finished preparing
and submitting a bid for a customer. Can we
ask him the details of his former employer’s
bid so that we can submit a lower bid and win
the customer’s contract?
A: No. Never ask a former employee of a competitor
We must respect the rights of, and deal fairly with, our customers, vendors, competitors and employees. We cannot take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair dealing practice. ETHICAL
about any information that the person is under
a legal obligation not to disclose. ETHICAL
Antitrust Laws
The United States and many other countries regulate
certain types of anti-competitive behavior. We must
comply with both the letter and the spirit of the antitrust
and competition laws of the jurisdictions where we operate. Violations of antitrust and competition laws
can result in severe penalties, including imprisonment. The following are examples of topics of conversation
that should be avoided with competitors:
 Bids HERO may or may not pursue
 Capabilities of HERO’s rigs or liftboats
 HERO’s operating costs
 HERO’s labor costs
 HERO’s business strategies
Due to the complexity of antitrust and competition laws,
it would be impossible to provide a detailed discussion
of them in this Code. Nevertheless, the following examples illustrate practices that are prohibited:
IF IT FEELS WRONG
STOP
CALL A TIMEOUT
A competitor approaches you with a suggestion that
HERO and the competitor
act together to fix dayrates. Should you act on the competitor’s suggestion?
No. Acting together to fix
prices or other terms or
conditions of operations
could be considered an
antitrust violation. A competitor approaches you
with the following proposal: our competitor will operate
rigs only off the coast of Louisiana if HERO agrees to
operate rigs only off the coast of Texas. Should you agree with the competitor’s proposal?
No. The allocation of markets, whether geographically or otherwise,
by competitors could be considered an antitrust violation.
At a tradeshow, a competitor
approaches you and suggests
that if HERO submits an unreasonably high bid for a
tender in Saudi Arabia, the
competitor will submit an unreasonably high bid for a
tender in Angola. Should you agree with the competitor’s proposal?
No. The competitor’s proposal could be construed
as bid rigging, which is illegal
under the United States’ and
many other countries’ antitrust laws. RESPECTFUL
“People are respectable only as they respect.”
– Ralph Waldo Emerson
Health, Safety and Environment
Because we are all responsible for maintaining a safe and
healthy workplace, we must follow safety and health rules
and practices. We must immediately report accidents,
injuries and unsafe equipment, practices or conditions. If you have any safety or environmental concerns, you
must immediately report them to your supervisor
or anyone listed on page 9. Alternatively, you may
report your concerns anonymously by following the
instructions for Anonymous Reporting on page 9.
HERO’s business divisions have developed comprehensive Health, Safety & Environmental manuals and training programs. We must comply with
the Health, Safety & Environmental Protection Program
or Heath, Safety & Environmental manual that applies
to our job. In addition, we are required to comply with
the environmental and safety laws and regulations of the
jurisdictions in which we work.
Discrimination and Harassment
We all have the right to work in a harassment-free
environment. HERO does not, and will not, permit
harassment of its employees based on race, color,
national origin, sex, pregnancy, religion, age, disability,
veteran’s status, or any other classification protected
by applicable law. All managers and supervisors are
responsible for preventing and eliminating harassment. RESPECTFUL
The diversity of our employees is a tremendous asset. To protect and grow this asset, we must respect the rights
of our fellow employees. HERO makes all employment
decisions (including decisions about hiring, promotion,
transfer, demotion, evaluation, compensation and
termination) without regard to race, color, national origin,
sex, pregnancy, religion, age, disability, veteran’s status,
or any other classification protected by applicable law. HAVE A HERO CONVERSATION
If you become aware of:
 an unsafe condition aboard a HERO vessel
 violence or threatening behavior
 the presence of illegal drugs or alcohol
BE A HERO
and ensure your own safety and the safety of
others by contacting your supervisor. You should
never be concerned that you may get in trouble or
lose respect for reporting such a condition. If, for
any reason whatsoever, you do not feel comfortable
reporting the condition to your supervisor, see the
“Speaking Up and Reporting Concerns” section on
page 9 for instructions on how to report your
concern to someone in Houston or anonymously.
You will not face retaliation for reporting such
conditions or behavior.
Electronic Communications
Computer equipment and software, including cell
phones and iPhones, issued by HERO are the property
of HERO and are provided for business use only.
Our use of the Internet must be limited to business-related purposes such as:
 Obtaining useful business and industry information
 Communicating with customers, potential
customers or suppliers
 Submitting bids or electronic invoices to customers
We must not use the Internet for any of the following
prohibited activities:
 Accessing or downloading pornographic or
indecent material
 Gambling
 Soliciting for personal gain or profit
 Purposefully interfering with the work of
other employees
 Downloading or uploading software in violation of
its copyright or without the authorization of HERO’s
Information Technology Department
 Making or posting indecent remarks or proposals
HERO may monitor your use of the Internet on its
network or systems, including conducting an audit
of the web sites or chat rooms that you visit.
RESPECTFUL
 Transmitting or posting inappropriate jokes or
material that may be offensive or embarrassing
to others
HAVE A HERO CONVERSATION
If you feel that you or someone around you has
been harassed or discriminated against in any way,
do not look the other way—
BE A HERO
and contact your supervisor. If, for any reason
whatsoever, you do not feel comfortable reporting
a concern to your supervisor, contact any of the
individuals listed on page 9, contact the HERO
Compliance Hotline or submit a report online at
http://www.herculesoffshore.silentwhistle.com.
You should never be concerned that you may get
in trouble or lose respect for reporting such
conditions or behavior.
Like the Internet, our use of email should be limited
to business-related purposes. While you may use
HERO’s computer systems to email about incidental
personal matters, you are not guaranteed privacy in
these communications including those communications
conducted through personal email accounts accessed
through HERO’s computer systems. Your use of HERO’s
computer systems may be monitored by your supervisor,
manager or other HERO personnel.
Privacy
We place our trust in each other on a daily basis. We
must respect one another’s privacy and refrain from
discussing or sharing confidential information we may
come to learn about another employee. If anyone outside of HERO requests any information from you
about a current or former colleague, do not share any
information. Instead, immediately contact your supervisor or Human Resources. Political Contributions
While we have a right to participate in the political
process as individuals, HERO, as a company, is politically
neutral. Therefore, contributions to political parties,
leaders or candidates must not be made through the use
of HERO’s funds or under HERO’s name, unless written
preapproval is received from our CEO or a Senior Vice President.
BE ACCOUNTABLE
Q: If I am using my personal mobile device on
HERO’s network, can my communications be
monitored by HERO?
A: Yes. If you are using HERO’s network, HERO has a right to monitor your use of its network, regardless of whether you are using your personal mobile device.
OBLIGATED
“To know what is right and not do it
is the worst cowardice.” - Confucius
Insider Trading
It is against federal law, HERO policy and the rules of the
NASDAQ Stock Market to buy or sell HERO stock when
you are in possession of material non-public information.
As a general rule, material nonpublic information
includes information such as:
 Unreleased earnings or sales information
 Potential mergers or acquisitions
 Potential purchases or sales of rigs or liftboats
 Key personnel changes
 Relocation of a rig or liftboat from one part of the
world to another
Violations of insider trading laws carry civil and criminal penalties for all parties involved, including a friend or relative who received insider information
from a HERO employee. BE ACCOUNTABLE
Q: At a recent meeting, Joe learned that HERO
was about to purchase 20 new jackup rigs. Joe
suspects that HERO’s stock price will increase
once the information about the new rigs is made
public. Joe knows he can’t buy HERO stock based
on inside information, but he tells his cousin,
who lives in another country, about the
information and his cousin buys a small amount
of HERO stock based on Joe’s inside information.
Did Joe do anything wrong?
A: Absolutely. Joe violated HERO’s zero-tolerance
policy against insider trading as well as U.S. law. As a result of his actions, Joe and his cousin might be forced to pay large fines and spend a considerable amount of time in prison. HAVE A HERO CONVERSATION
Determining what is and what is not “nonpublic
information” is not always easy. Generally speaking,
if you have access to nonpublic information that
motivates you to buy or sell stock, it is probably
inside information. You should not trade HERO’s stock
until such information is public. If you have questions
about whether information is “nonpublic”—
BE A HERO
and ask any of the individuals listed on page 9,
contact the HERO Compliance Hotline or
submit a report online at
http://www.herculesoffshore.silentwhistle.com.
You should never be concerned that you may get in
trouble or lose respect for seeking further guidance.
INTERNATIONAL BUSINESS LAWS
As an international company, HERO’s employees must
comply with the laws of all the countries in which we
operate. As described below, some international transactions impose certain obligations on us. Antiboycott Laws
Refusing to do business with certain people or countries
is a boycott. As a United States company, we are subject
to antiboycott laws that generally prohibit us from
cooperating with international boycotts that the United
States government does not sanction. For example, we
must not enter into any agrement that requires HERO to
refuse to do business with Israel.
Import and Export Control Laws
OBLIGATED
The United States government enforces many export
laws, some of which provide sanctions and embargoes
for the export and re-export of certain United States
goods and technology. For example, the United States
prohibits companies like HERO from dealing directly or
indirectly with particular countries. OBLIGATED
Economic Sanctions
HERO must comply with all national and multinational
sanctions regulations that apply to doing business with
certain foreign countries. For example, the United
States government prohibits companies like HERO from
exporting goods, technology or obtaining data from certain countries such as Iran, Syria, Sudan or Cuba. Doing business internationally requires that we remain
vigilant. If you are requested to do business with a country that may be sanctioned by the United States government or if you are requested not to do business
with a particular country, you must immediately report
the request to the Legal Department.
Safeguarding Confidential
Information and Assets
We are personally obligated to protect HERO’s confidential information. Confidential information is generally any material, nonpublic information. Likewise, we must protect HERO’s assets and use them
with care. HERO’s assets include funds, facilities,
equipment, information systems, intellectual property
and confidential information. BE ACCOUNTABLE
Q: A person calls you claiming to work for a
company that recently interviewed a HERO
employee, whom listed you as a reference. The
person wants to know your thoughts about your
colleague. Should you share your thoughts?
information to the caller, no matter whether
you believe the information is general, publically-known information. Instead, you should immediately report the call to
your supervisor or Human Resources.
OBLIGATED
A: No. You should not disclose any OBLIGATED
To help protect HERO’s confidential information and
assets, we should always:
 P
roperly label confidential information to ensure
it is properly and securely distributed
 Use and disclose confidential information only
for legitimate business purposes
 Properly secure and store assets
Annual Certification
All new employees must read and agree to abide by the Code. New employees must also sign an acknowledgment confirming that they have read and agreed to abide by the Code. From time to
time, all employees will be required to recertify
their agreement to abide by the Code. Failing to
read the Code does not excuse anyone from complying with the Code. “Individually, we are one drop. Together, we are an ocean.”
- Ryunosuke Satoro
HONEST
ETHICAL
RESPECTFUL
OBLIGATED
WE ARE HERO
9 Greenway Plaza, Suite 2200
Houston, Texas 77046
Tel: +1 713-350-5100
Fax: +1 713-350-5105
www.herculesoffshore.com