DIAMOND S SHIPPING INC.

CODE OF BUSINESS CONDUCT AND ETHICS

(ADOPTED EFFECTIVE AS OF NOVEMBER 10, 2020)

Purpose

Diamond S Shipping Inc. and its subsidiary companies (collectively, the “Company”) has a commitment to ethical behavior and to operations within the letter and spirit of the law.  This Code of Business Conduct and Ethics (the “Code”) applies to the Company’s employees, officers and directors as well as the Company’s agents, representatives and consultants, wherever located (each a “Covered Party” and collectively “Covered Parties.”)

The Company recognizes that it is not possible to document a code of business conduct that will define the proper conduct for every situation that may arise.  As a general policy, however, the pervasive theme of the Company and its Covered Parties must be one of honesty and integrity.  This Code provides a set of basic principles to guide Covered Parties regarding the minimum requirements expected of them.  In addition to this Code, Covered Parties are required to comply with the policies and procedures established by the Company’s human resources department.

The Company’s Board of Directors and the Company’s management has designated Anoushka Kachelo, the Company’s General Counsel, as the Compliance Officer for administration of the Code.  The Compliance Officer can be reached at (203) 252 7644 or at akachelo@diamondsshipping.com.  Any changes to the Compliance Officer or contact information will be updated via the Company’s intranet.  Only conduct that is in compliance with this Code and intended to advance the business interests of the Company is within a Covered Party’s scope of employment.  It is important that you study the Code carefully.  If you have any questions about the Code, please direct them to the Compliance Officer.

Taking action to anticipate and prevent problems is part of our Company’s culture.  If you observe possible conduct in violation of the Code you should report your concerns by following the procedures set forth in the Company’s whistleblower policy (the “Whistleblower Policy”).  If you report, in good faith, you should not be concerned about retaliation from others.  Any Covered Parties involved in retaliation will be subject to disciplinary action.  Failure to abide by these guidelines will lead to disciplinary actions, including dismissal where appropriate.

We have a long-standing commitment to conduct our business in compliance with applicable laws, rules and regulations of the jurisdictions in which we operate.  This helps ensure our reputation.  Every Covered Party will be asked annually to confirm his or her commitment to abiding by this Code.

Every Covered Party  must deal with suppliers, customers and other persons doing or seeking to do business with the Company in a manner that excludes consideration of personal advantage.  A “conflict of interest” exists when a person’s personal interests interfere in any way with the interests of the Company.

Specific policies include, but are not limited to:

There is no minimum monetary threshold that defines a bribe; ‘anything of value’ includes both monetary and non-monetary payments, such as gifts, stock interests, contractual rights, real estate, debt forgiveness, personal property, product or service discounts, loans, meals, entertainment, travel expenditures, political and charitable contributions, and other interests arising from business relationships.

There is no need for a bribe to be accepted or, if accepted, to successfully achieve its intended purpose for the bribe to be viewed as a violation of law; the offering of a bribe is enough to constitute a criminal  offense. The Company can also be liable for bribes paid on its behalf by third parties.

The Company accordingly views any actual or attempted act of corruption or bribery (including non-approved facilitation payments, see Section 7) very seriously.  A breach of this policy may result in disciplinary action, including immediate termination of the Covered Party’s employment.  Where a case is referred to a law enforcement agency or any internal investigation is required, the Company expects the Covered Party to fully cooperate with any internal investigation.  The Company will cooperate fully with any criminal investigation, which could lead to Covered Parties being prosecuted and/or penalties being imposed upon them.

Greater care must be taken in dealings with both high level and low level public officials in any country.  In many countries, it is common for governments to own or operate business enterprises, either in whole or in partnership with a private entity. Anti-bribery legislation does not prohibit legitimate business dealings with Public Officials, however such relationships must be formed, maintained and monitored with particular attention to this policy.

Under no circumstances shall a Covered Party of the Company offer, promise, authorize, or make improper payment of anything of value to, or otherwise confer any illicit benefit upon, a Public Official, directly or indirectly, to (i) obtain or retain business; (ii) secure an improper advantage; (iii) direct business to anyone; or (iv) otherwise induce the Public Official to influence any act or decision of such government.  Moreover, Covered Parties are duty bound to adhere to ethical business practices that exceed the legal requirements of anti-bribery legislation by exercising prudent judgement and caution at all times to refrain from making any payments or otherwise conferring any benefits on any Public Official that potentially could create even an appearance of impropriety.

The chart below sets out our approval and reporting requirements. Where shown, you must obtain the appropriate approval before giving or receiving gifts or entertainment, including paying for any ‘hosting expenses’ of Public Officials, including state company delegations. Pre-approval from the Compliance Officer is therefore required for any gifts, entertainment, payments, or anything of value to a Public Official, regardless of the monetary amount. Where required, you must accurately record gift and entertainment you give or receive in the Company Gifts and Entertainment Register maintained by the Compliance Officer.

*For meals/ entertainment that you host for others, use the total value of meals/ entertainment at a single event (for example, if you entertain a number of people from the same organization at a specific event, the value is the total amount you spend on the total number of guests’ entertainment). For meals/entertainment you receive from others, include only the value of the meals/entertainment you personally receive (including the value of meals/entertainment that your partner or other non-Company employed family member receives, if applicable).

In all cases, the payment of such business expenses and the giving or receiving of gifts should be directly related to the promotion of the Company’s business and free from purpose, effect or appearance of causing the recipient to do business with the Company, abusing their position or creating a feeling of obligation, or compromising the judgement of the recipient or influencing the recipient to do or not do something in favor of the Company or a Covered Party.

Covered Parties must immediately return any gift of cash or cash equivalent that is received from a third party and notify the Compliance Officer that this has happened.

Covered Parties should contact the Compliance Officer if there is any question, uncertainty or concern regarding whether:

Although it may be customary or culturally acceptable for Public Officials in some countries to request Facilitation Payments, this does not mean that such payments are legal or legitimate. If a Covered Party believes that there is a need to pay a legal facilitation payment, they must first obtain pre-approval in writing from the Compliance Officer. While Facilitation Payments and bribes are generally prohibited by this policy, you are not expected to place your life or liberty at risk. If a Covered Party is in a situation where the only reasonable recourse is to pay and there is no opportunity to contact the Compliance Officer in advance, make the payment and report the amount and circumstances immediately upon reaching safety.

Therefore, great care should be taken in the selection and retention of third party representatives. Covered Parties  must never engage a third party to act on the Company’s behalf if you know or suspect that the person may use or offer all or a portion of the payment directly or indirectly as a bribe or to induce corruption or improper performance. Conducting appropriate pre-retention due diligence of agents, consultants, and business parties is crucial to ensuring that the Company reduces or eliminates the engagement of third parties who may engage in bribery violations while acting on the Company’s behalf. Appropriate diligence should be based upon risks posed by the nature of their business, the industry in question, where they operate and the services being provided.  Covered Parties must ensure that either they and/or the appropriate Covered Party carries out such diligence checks and documents all steps and any mitigation of identified ‘red flags’. Retention of all third parties must be pursuant to written contract and never exclusively oral. All paperwork and records that document any due diligence checks and any written confirmation or agreement of engagement must be retained for six years or such other period as instructed by the General Counsel.

Election laws generally prohibit political contributions by corporations to candidates.  Many local laws also prohibit corporate contributions to local political campaigns.  In accordance with these laws, the Company does not make direct contributions to any candidates for federal, state or local offices.  Contributions to political campaigns must not be, or appear to be, made with or reimbursed by Company funds or resources.  Company funds and resources include (but are not limited to) Company facilities, office supplies, letterhead, telephones and fax machines.

Covered Parties who hold or seek to hold political office must do so on their own time, whether through vacation, unpaid leave, after work hours or on weekends.  Additionally, Covered Parties must obtain advance approval from the Compliance Officer to ensure that there are no conflicts of interest with Company business prior to running for political office and hiring outside counsel or a public affairs firm to contact government officials regarding legislation, regulatory policy, or rule making (including grassroots lobbying contacts).

Covered Parties may make personal political contributions out of their own funds directly to candidates or to political action committees as they see fit in accordance with all applicable laws.

Covered Parties are responsible for maintaining all records in accordance with all applicable laws/accounting principles.  We are committed to recording information accurately and truthfully.

Our specific policies include:

No Covered Party may (1) knowingly make a false or misleading statement to any internal auditor or to any independent accountant, nor may any Covered Party conceal or fail to reveal any information necessary to make the statements to such auditor or investigator not false or misleading or (2) take any action to fraudulently influence, coerce, manipulate or mislead any independent accountant engaged in the performance of an audit of the financial statements of the Company.

Information is one of our most valuable corporate assets, and open and effective dissemination of information is critical to our success.  However, much of our Company’s business information is confidential or proprietary.  Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or our customers, if disclosed.  It is also our Company’s policy that all Covered Parties must treat what they learn on the job as confidential information.

Covered Parties are prohibited, except as required by law or legal process or as specifically authorized by the Compliance Officer, from:

Covered Parties should guard against unintentional disclosure of confidential information and take special care not to store confidential information where unauthorized personnel could see it, whether at work, at home, in public places or elsewhere.  Situations that could result in inadvertent disclosure of such information include discussing confidential information in public (for example, in restaurants, elevators or airplanes), talking about confidential information on mobile phones, working with sensitive information in public using laptop computers and transmitting confidential information via fax.  Within the workplace, do not assume that all Covered Parties or other personnel are permitted to or should see confidential information.

The Company has explicit policies regarding trading in Company securities, so-called “tipping” and related matters.  These policies can be found in the Company’s Insider Trading Policy.

To compete successfully, the Company must be a place where talent prevails and where people are free to perform to their highest potential.

Basing employment and advancement on anything other than a person’s ability and performance is not permitted.  We are firmly committed to providing equal employment opportunities to all individuals and do not tolerate unlawful discrimination or harassment of any kind.  We do not discriminate against job applicants or Covered Parties because of race, religion, color, national origin, gender, age, marital status, sexual orientation, veteran status, handicap, disability or any other characteristic protected by local, state or federal law.  We will also not tolerate behavior that fosters an environment of harassment or “jokes” based on a person’s sex, physical characteristics or cultural differences.  We demand the same from our suppliers and vendors.  These policies apply to both applicants and Covered Parties and in all phases of employment, including recruiting, hiring, placement, training and development, transfer, promotion, demotion, performance reviews, compensation and benefits, and separation from employment.

Harassment can take many forms and includes sexual harassment and unwelcome conduct, threats or bullying, name calling, negative stereotyping, unwelcome physical contact, offensive gestures or damaging the physical property of others.  The Company is committed to preventing workplace violence and maintaining a safe work environment.  We have no tolerance for workplace violence.

All levels of supervision are responsible for monitoring and complying with the Company’s policies and procedures for handling Covered Party complaints concerning harassment or other forms of unlawful discrimination.  Covered Parties who have experienced conduct they believe is contrary to the Company’s anti-discrimination/harassment policies have a legal right to take advantage of the reporting procedures contained within the Whistleblower Policy.  A Covered Party’s failure to exercise rights under the Whistleblower Policy could affect his or her right to pursue legal action.  Because employment-related laws are complex and vary from state to state and country to country, supervisors should obtain the advice of the Company’s human resources or of the Compliance Officer in advance whenever there is any doubt as to the lawfulness of any proposed action or inaction.

The Company believes that the welfare of consumers is best served by economic competition.  Our policy is to compete vigorously, aggressively and successfully in today’s increasingly competitive business climate and to do so at all times in compliance with all applicable antitrust, competition and fair dealing laws in all the markets in which we operate.

Covered Parties involved in marketing, sales and purchasing, contracts or in discussions with competitors have a particular responsibility to ensure that they understand our standards and are familiar with applicable competition laws.  Because these laws are complex and can vary from one jurisdiction to another, Covered Parties should seek the advice of the Compliance Officer when questions arise.

It is the Company’s policy to conduct its business at all times in a fair and honest manner in accordance with the highest ethical standards. Covered Parties must endeavor to deal honestly, ethically and fairly with the Company’s customers, suppliers, competitors and their employees. Covered Parties must never take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation (including by omission) of material facts, or any other unfair-dealing practice. Honest conduct is considered to be conduct that is free from fraud or deception. Ethical conduct is considered to be conduct conforming to accepted professional standards of conduct.

The Company is committed to providing a safe workplace for all Covered Parties. In addition, laws and regulations impose responsibility on the Company to prevent certain safety and health hazards. By reason of law and policy, and to protect their own safety and the safety of other Covered Parties, Covered Parties are required to carefully follow all Company safety instructions and procedures.

Covered Parties are expected to be sensitive to and respectful of the concerns, values and preferences of others.  If you see or hear about a violation of this Code, you need to promptly report it to your supervisor or the Compliance Officer, in each case in accordance with the procedures set forth in the Whistleblower Policy.

Speaking to the right people is one of your first steps to understanding and resolving what are often difficult questions.  As a general matter, if you have any questions or concerns about compliance with this Code or you are just unsure of what the right thing is to do, you are encouraged to speak with your supervisor, manager or other appropriate persons within the Company.  If you do not feel comfortable talking to any of these persons for any reason, you should call or write the Compliance Officer at the following address:


Anoushka Kachelo

Diamond S Shipping Inc.

33 Benedict Place

Greenwich, Connecticut 06830

(203) 252 7644

akachelo@diamondsshipping.com

Reports of violations of this Code, violations of Company policy, misconduct, or any other business misconduct may also be made through the Company’s compliance hotline at (800) 603-2869.  The compliance hotline is available toll-free, 24 hours a day, 7 days a week, and the call to the hotline may remain anonymous if preferred.

If you choose to make an anonymous report, you should preserve your own record of this report in order to demonstrate your compliance with the Code.  Your calls, notes and/or emails will be dealt with confidentially, although there may be a point where your identity may become known or have to be revealed in the course of an investigation or to take corrective action.  You have the commitment of the Company that you will be protected from retaliation from your good faith actions as more fully described in Section XV(6) below.

Any change in or waiver of this Code for executive officers or directors may be granted only by the Board of Directors.  Waivers for other persons subject to the Code may be granted by the Compliance Officer.  Any waivers of the Code will be disclosed by the Company as may be required by applicable law or regulation.

Certain Covered Parties are required to sign an agreement that restricts disclosure of proprietary, trade secret and certain other information about the Company, its joint venture partners, suppliers and customers.  The policy set forth in this Code applies to all Covered Parties, without regard to whether such agreements have been signed.  It is the responsibility of every Covered Party to help protect our intellectual property by also adhering to the policies and procedures set forth in the Company’s confidential information policies.

Covered Parties who violate this Code will be disciplined.  Such discipline, in appropriate cases, may include restitution, reassignment to a different department, suspension or termination of employment.  Each Covered Party has a serious obligation to adhere to this Code, including an obligation to seek clarification and prior approval of questionable acts, relationships and transactions.  All Covered Parties are expected to cooperate in internal investigations of misconduct.

The preceding discussion of Company policy on business conduct and ethics is not meant to be, and in no way can be, all-inclusive.  If you have a question regarding your business conduct or ethical issues relating thereto, discuss the question either with the person to whom you report or the Compliance Officer.  No Covered Party will be retaliated against or penalized in any other way for reporting, in good faith, any violation of this Code.

Diamond S Shipping Inc.
Code of Business Conduct and Ethics
Acknowledgement Form

To: Compliance Officer,
Diamond S Shipping Inc.

Dear Compliance Officer:

This letter is to confirm that, as a Covered Party (as defined in the Code of Business Conduct and Ethics) of Diamond S Shipping Inc. or one or more of its subsidiaries (collectively, the “Company”), I acknowledge the following:

	Signature
	Print Name
	Position/Job Title
	Date