Purpose
This Code of Conduct and Ethics (the “Code”) contains the policies that relate to the legal and ethical standards of conduct that the directors, executive officers and employees of FAL Holdings Arabia Co. Ltd. & its Group Companies (the “Group”) are expected to comply with while carrying out their duties and responsibilities on behalf of the Group.
This Code is intended to focus the Board of Directors (the “Board”) and management on areas of ethical risk, provide guidance to personnel to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help to foster a culture of honesty and accountability.
No code or policy can anticipate every situation that may arise. The Group expects each director, executive officer and employee to act with honesty and integrity, to exercise independent professional judgment and to deter wrongdoing in the conduct of all duties and responsibilities on behalf of the Group.
Conflict of Interests
- Directors, executive officers and employees should avoid conflicts of interest between themselves and the Group. A “conflict of interest” can occur when the private interest of a director, executive officer or employee interferes in any way – or even appears to interfere – with the interests of the Group as a whole.
- A conflict situation can arise when a director, executive officer or employee takes actions or has interests that may make it difficult to perform his company work objectively and effectively. Conflicts of interest also arise when a director, executive officer or employee, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position in the Company.
- Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company should be disclosed promptly to Executive Committee of the Board.
- Directors, executive officers and employees are prohibited from
- Taking for themselves personally opportunities that are discovered through the use of corporate property, information or position;
- Using corporate property, information or position for personal gain.
- Competing with the Group.
Director’s Conflict of Interest
- Directors shall not have any interest whether directly or indirectly, in the transactions or contracts made for the account of the Group, except with an authorization from the Owners’/Shareholders’ General Assembly (if applicable) meeting, to be renewed annually. Transactions made by way of public bidding shall, however, be excluded from this restraint if the director has submitted the best offer.
- The director must declare to the board any personal interest he may have in the transactions of contracts made for the account of the Group. Such declaration must be recorded in the minutes of the board meeting, and the interested director shall not participate in voting on the resolution to be adopted in this regard neither in the Board of Directors nor in the General Assembly.
- The Chairman of the Board shall communicate to the Owners’/Shareholders’ General Assembly (if applicable) meeting which it convenes the transactions and contracts in which any director has a personal interest. Such communication shall be accompanied by a special report from the Independent auditor.
- A director may not, without authorization from the Owners’/Shareholders’ General Assembly (if applicable), to be renewed annually, participate in any business that is competitive with that of the Group, or engage in any of the commercial activities carried on by the Group; Otherwise, the Group shall have the right either to claim damages from him or to consider the operations he has conducted for his own account as having been conducted for the account of the Group.
- Directors may not disclose to the shareholders outside the Shareholder General Assembly meeting, or to third parties, such secrets of the Group as may have come to their knowledge by reason of their directorship; otherwise, they much be removed and held liable for damages.
- The Group shall not grant cash loan whatsoever to any of its Board members or render guarantee in respect of any loan entered into by a Board member with third parties, excluding banks and other fiduciary companies.
Confidential Information
Directors, executive officers and employees should maintain the confidentiality of information entrusted to them by the Company or its customers, except when disclosure is authorized or legally mandated. “Confidential information” includes all non-public information that might be of use to competitors, or harmful to the Group or its customers, if disclosed.
Fair Dealing
Directors, executive officers and employees should endeavor to deal fairly with the Group’s customers, suppliers, competitors and employees. None should take advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
Protection and Proper Use of Company Assets
Directors, executive officers and employees should protect the Group’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability.
All Group assets should be used for legitimate business purposes.
Accurate Record Keeping and Reporting
- Directors, executive officers and employees should accurately reflect the transactions of the Group in its books, records, accounts and reports and should maintain an adequate system of internal controls and disclosure controls to promote compliance with the laws, rules and regulations applicable to the Group.
- Falsification of any of the Group’s record is prohibited. All reports, documents or communications authorized or legally mandated for disclosure to the public should be full, fair, accurate, timely and understandable.
Communication
The Group has a clear communications policy with its shareholders, employees and other stakeholders. The Group is committed to open, transparent, impartial and timely information.
Compliance with Laws, Rules and Regulations
Directors, executive officers and employees should comply with the laws, rules and regulations applicable to the Group.
Reporting of Illegal or Unethical Behavior
Directors, executive officers and employees should promote ethical behavior and should encourage employees to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation.
Directors, executive officers and employees should report violations of laws, rules, regulations or this Code to the Corporate Governance & Compliance Officer or to the Chairperson of The Executive Committee of the Board. Violations will be investigated and action will be taken by the appropriate personnel or the Board as necessary.
The Group will not allow retaliation for reports made in good faith.
Sustainable Environmental Protection
Directors, executive officers and employees, should strive to preserve the environment for future generations by striking a balance between economic growth and continuously improving environmental performance and social responsibility.
Corporate Social Responsibility
Directors, executive officers and employees, should pursue a clear policy dealing with employment practices, occupational health and safety, community involvement as well as customer and supplier relations.
Gifts and Donations
Directors, executive officers and employees are prohibited from offering, soliciting or accepting gifts and donations related to the Group’s business. However, entertainment and gifts of insignificant monetary value arising out of ordinary corporate hospitality are acceptable. Donations for political or social purposes are permitted only within the limits of local laws and in complete transparency.
Amendments and Waivers
Any amendments to or waiver of this Code shall be made only by the Board upon the recommendation of the Executive Committee. If an amendment to or waiver of this Code is made or granted, appropriate disclosure will be made as required by applicable laws, rules and regulations.
Responsibility
Each director, executive officer or employee is responsible to know the relevant laws and regulations including this Code of Conduct and Ethics.
In all business situations where the requirements of the law or this Code of Conduct and Ethics appear incomplete or unclear, each director, executive officer or employee shall use good judgment and common sense, and if needed, seek advice from the Company’s management, legal counsel or Corporate Governance & Compliance Officer.
All directors, executive officers and employee are expected to adhere to this Code of Conduct and Ethics in both the letter and spirit. Violations against this Code will not be tolerated.
Non-Compliance may be subject to disciplinary sanctions including termination of employment.