EXMAR report 2025

3.4 GOVERNANCE 124 policy. When required, such issues may be escalated to the Human Resources Department or the CFO. In addition, the Dealing Code focuses on handling inside information, aiming to ensure confidentiality and to avoid market manipulation. Both codes are included in EXMAR’s Corporate Governance Charter, which is published on our website: www.exmar.com . Secondly, we have developed a Compliance Manual, confirming our commitment to comply with applicable laws and regulations. The manual contains the main policies for EXMAR Group: (1) anti- fraud and anti-corruption policy, (2) antitrust and competition policy, (3) anti-money laundering policy, (4) sanctions policy, (5) external and internal privacy policy, (6) HSEQ policy, (7) acceptable use policy, (8) whistleblowing policy, (9) intellectual property policy and (10) sustainability policy. The policies for internal use are available to all employees on the intranet. The external privacy policy and whistleblowing policy are published on our website. In Appendix 2, you find an overview of how each policy complies with the ESRS Minimum Disclosure Requirements for policies (MDR- P), outlining elements such as key content, scope and accountability. All the above is described in EXMAR’s Compliance Model (also available on the website). This model was developed in cooperation with management and external advisors and is based on the international standard COSO Framework (Committee of Sponsoring Organizations). It describes the structures and procedures used to assess and detect risks, to report and curb violations, and to provide additional training when required. By means of this model, we systematically assess and prioritize present and emerging compliance and ethical risks as well as industry issues. Changes to the organization, legislation, risk exposure and control status are assessed on a yearly basis, working towards continuous improvement. To realize this, we have built the Compliance Risk Universe, as mentioned in 3.4.1.4 Risk management. The details on our risk management approach are also included in the Compliance Model. Based on the Compliance Model, a Compliance Program was implemented by our Board of Directors to achieve optimal compliance with rules and laws and to reduce risks of infringements and possible adverse consequences for EXMAR and its stakeholders. The program is designed to foster a corporate culture that motivates all employees, while at the same time assigning individual responsibility. The BoD and the ExCo ensure that employees – including themselves – have appropriate training and receive all information necessary to foster appropriate business conduct. 3.4.3.2 PROTECTION OF WHISTLEBLOWERS As we encourage our stakeholders to raise concerns or report cases in situations of (suspected) non-compliance, it is quintessential to have a framework to protect whistleblowers. Our whistleblowing policy clearly describes the channels that are to be used and provides details on data collection, the internal follow-up process, the investigation, the mechanisms for feedback, decision-making, record keeping and data protection. More specifically, the policy provides two options for reporting: the EXMAR Ship Management Reporting Channel (to the HR Director) or the Group Reporting Channel (to the Chief Legal Officer). Both ways allow for confidential and anonymous reporting, and our privacy policies apply to all data that is processed. It is ensured that the policy and reporting mechanisms align with applicable whistleblower protection laws as we strictly adhere to all legal requirements and regulatory frameworks. This way, we guarantee a secure, confidential and retaliation-free environment for individuals reporting misconduct or unethical practices. As mentioned above, the whistleblowing policy is available both on the intranet and on our website. All employees have access thereto and are informed when updates are made. A dedicated training course on whistleblowing is currently not in place. 3.4.3.3 ANTI-CORRUPTION & ANTI-BRIBERY The maritime industry is particularly exposed to corruption risk as its activities involve numerous stakeholders across several jurisdictions, creating many opportunities for corruption and bribery. This may interrupt normal operations, cause delays, generate higher operational costs, threaten safety and affect the well-being of seafarers. Therefore, at EXMAR, we have developed a sound framework to tackle such risks, compliant with all applicable laws, regulatory requirements and codes in the areas where we operate (e.g., the provisions of the UN Convention against Corruption). This is supported by our membership of the Maritime Anti-Corruption Network (MACN). MACN was established in 2011 and has by now grown into a significant industry initiative, offering a platform to learn from peers and provide tools and insights that are useful to seafarers to withstand bribery and facilitation. Our framework is documented in the anti-fraud and anti-corruption policy, established to prevent, detect and address allegations or incidents of corruption and bribery. Moreover, multiple safeguards to limit the risk of anti-corruption ashore were established, such as:  standardized purchase flows demanding three-way verification by several employees  standard tender processes incl. careful evaluation and final supplier selection for substantial investments  maintaining long-term commitments with counterparties of prime quality