Corporate governance

- How we do business

1. Introduction

2. Mission statement, Values and Strategy

3. Operating model

4. Health, Safety, Environment and Quality

5. Internal control and Risk management

6. Revisions

Table of contents

1. Introduction

This documents sets forth the Estremar Operational Framework and General Policies. This document

will be updated on an annual basis or whenever significant changes occurs.

• This document is applicable for Estremar

• Included in this document is a description of steering model which in detail describes how we do

and manage our business

• This document is prepared by the Managing Director of Estremar S.A. and distributed to

management in turn is responsible for distribution to all crew and employees

Mission Statement, Values and

Strategy

Operating Model

Health, Safety, Environment,

Quality

• Why we are here and how we work together

• Always on our agenda

• How we manage our business

Internal Control and Risk

Management • How we control our business

2. Mission statement, Values and

Strategy

The Estremar Mission statement constitutes the goal we always work toward:

“Delivering results through responsible operations in a sustainable sea”

The core values describe the foundation our business is built upon:

• Customer confidence

• Hands-on operations

• Focus on health, safety, environment, quality

• Developing people

The business strategies describe how we will reach our goal, operating according to our core

values:

• Maintain and improve operations to ensure excellent product quality

• Be a safe and attractive employer with a shared value set

• Deliver results for our shareholders

• Act sustainably towards the marine environment and local societies

2. Mission statement, Values and

Strategy

Focused HSEQ“We care and take

personal responsibility for HSEQ”

DeliveringResults through

responsible operations in a sustainable sea

Hands-on operations

“We know what we are doing and get the job

done”

Developing people“Our achievements comes as a result of

team efforts”

Customer confidence

“Our customers trust is the foundation for our

operations”

3. Operating model

CONTINIOUS

IMPROVEMENT OF

OPERATIONS

Corporate Management

Captain

Fish Master

Chief Engineer

Chief Advisor

3. Operating model

• We work as a team and support each other

• We focus on solving problems not on the problem itself

• We have clear responsibilities and practice direct communication

• We have sense of urgency – what can be done today we do today

• We are proactive - constantly strive to improve all business processes

• We communicate professionally through open and honest dialogue

• We speak with and not about each other

• Our response time is short and we follow up with execution

3. Operating model

LEAN AND COST EFFICIENT

BUILDING CREW

COMPETENCE

Continuously improve operations over time

“NEED TO HAVE” ONLY

Cut costs in all areas where possible

PRODUCTION AND QUALITY

VESSEL OPERATION/

TECHNICAL

Planning of operations

RM & INVESTMENTS ALWAYS ON BUDGET/ TIME

Follow the plan without delays

Harvest and Production in accordance with Budget

NEVER COMPROMISE ON QUALITY

Product Quality is our best sales argument

Develop Ownership, Attitude and Leadership

PART OF A WINNING TEAM

Celebrate success

4. Health, Safety, Environment and

Quality • In harvesting and onboard production HSEQ is an integral part of our daily business activities

• We carry out our work in a manner where we avoid dangerous situations

• We respect each other and work as good collogues in order to achieve our objective

• A good working environment is the responsibility of all employees

• We work systematically with HSEQ activities

• Our goal is to avoid accidents, maintain a low sick leave, develop a good working environment

No Personnel accidents“Safety comes first - always”

HSEQGoals

No Asset loss or damage to the environment

“Operating our vessels in a most efficient way with clear operating and

formal responsibilities defined”

Minimum Sick Leave“Structured follow up of all personnel

and crew on sick leave. Actions to prevent sick leave is a management

responsibility”

Improvement of working environment

“Operating responsibility matrix clearly defined, direct communication and

sense of urgency ”

No Product quality clams“Product quality is the main focus for

our harvesting operations”

5. Internal control and Risk

management• Internal Control is the responsibility of the Managing director of each subsidiary.

• Internal control is the process designed to ensure reliable financial reporting, effective and

efficient operations, and compliance with applicable laws and regulations. Safeguarding assets

against theft and unauthorized use, acquisition, or disposal is also part of internal control.

• Control activities are the specific policies and procedures management uses to achieve its

objectives. The most important control activities involve segregation of duties, proper

authorization of transactions and activities, adequate documents and records, physical control

over assets and records, and independent checks on performance. A short description of each

of these control are provided for in this document.

5. Internal control and Risk

management• Segregation of duties requires that different individuals be assigned responsibility for different

elements of related activities, particularly those involving authorization, custody, or

recordkeeping. For example, the same person who is responsible for an asset's recordkeeping

should not be responsible for physical control of that asset. Having different individuals perform

these functions creates a system of checks and balances.

• Proper authorization of transactions and activities helps ensure that all company activities adhere

to established guide lines unless responsible managers authorize another course of action. For

example, a fixed price list may serve as an official authorization of price for a large sales staff. In

addition, there may be a control to allow a sales manager to authorize reason able deviations

from the price list.

• Adequate documents and records provide evidence that financial statements are accurate.

Controls designed to ensure adequate recordkeeping include the creation of invoices and other

documents that are easy to use and sufficiently informative; the use of renumbered, consecutive

documents; and the timely preparation of documents.

5. Internal control and Risk

management• Physical control over assets and records helps protect the company's assets. These control

activities may include electronic or mechanical controls (such as a safe, employee ID cards,

fences, cash registers, fireproof files, and locks) or computer-related controls dealing with access

privileges or established backup and recovery procedures.

• Independent checks on performance, which are carried out by employees who did not do the

work being checked, help ensure the reliability of accounting information and the efficiency of

operations. For example, a supervisor verifies the accuracy of a retail clerk's cash drawer at the

end of the day. Internal auditors may also verity that the supervisor performed the check of the

cash drawer.

In order to identify and establish effective controls, management must continually assess the risk,

monitor control implementation, and modify controls as needed. Top managers of publicly held

companies must sign a statement of responsibility for internal controls and include this statement in

their annual report to stockholders.

5. Internal control and Risk

managementRisk Management Objective:

• We manage risk to make sure that our operations are safe and in compliance with external and

internal requirements. Our overall risk management approach includes continuously assessing

and managing risks related to our value chain and supporting activities in order to support the

achievement of our corporate objectives.

• The risk management process is established to ensure that Estremar maximizes value creation

through risk awareness and management.

• Risk management includes how we develop our corporate values, our competence, our

procedures and routines as basis for:

• Identifying, evaluate, quantify and register risks

• Rejecting, avoiding and eliminating risks

• Reducing and transferring risks to other stakeholders (e.g. customers, suppliers, partners)

• Insuring against losses

• Accepting and controlling risks

5. Internal control and Risk

managementRisk Management Background:

Effective risk management and good internal control contribute to both secure and develop

shareholders’ investment in Estremar and its assets:

• The objective for risk management and internal control is to identify and manage risk, rather than

eliminate exposure to risks.

• Risk means both probability of:

• Financial loss or negative incidents

• Inability to capture and capitalize on inherent business opportunities

• In the risk management process we measure financial effects based on how the company’s

EBITDA and holdings of cash is affected.

• In addition, effective risk management will support compliance with laws and regulations, and

help prevent fraud and corruption.

5. Internal control and Risk

managementBoard of directors:

The Board of directors has the overall responsibility for risk management in the company, including

the following;

• Reviewing the risk profile and decide on risk level acceptance.

• Ensure that an appropriate risk management and internal control framework is established in

accordance with laws and regulations as well as effective corporate governance.

• Based on the periodic reports received from management, evaluate and review risk picture, as

well as assessing overall risk and control, accuracy and efficiency yearly.

Managing directors:

The Managing director has the overall responsibility for ensuring appropriate risk management

processes and organization in the Company:

• Identify, assess and report risks that are classified as important and critical risks. Also report on

significant changes in risk exposure.

• Define risk mitigating initiatives and assign responsibility for all important risks.

• Monitor the implementation and operation of the requirements set out in the risk management

policy.

• Communicate risk processes and internal control expectations and responsibilities to employees

and management.

6. RevisionThis is version 2016 – 1.0 of the Estremar Corporate governance.

“Delivering results through

responsible operations in a

sustainable sea”