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Code of Conduct and Ethics

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 Alujain (the “Company”) are expected to comply with while carrying out their duties and responsibilities on behalf of the Company.

 

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 Company expects each Directors, Executive officers and employees 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 Company.

 

Conflicts of Interest

 

  • Directors shall not have any interest whether directly or indirectly, in the transactions or contracts made for the account of the Company, except with an authorization from the Shareholders’ General Assembly 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 or contracts made for the account of the Company. 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 Shareholders’ General Assembly 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 Shareholders’ General Assembly, to be renewed annually, participate in any business that is competitive with that of the Company, or engage in any of the commercial activities carried on by the Company; Otherwise, the Company shall have the right either to claim damages from him or to consider the oerations he has conducted for his own account as having been conducted for the account of the Company.
  • Directors may not disclose to the shareholders outside the Shareholder General Assembly Meeting, or to third parties, such secrets of the Company as may have come to their knowledge by reason of their Directorship; otherwise, they much be removed and held liable for damages.
  • The Company 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.
  • The Company is committed to disclosing any transaction entered into between the Company and any of its board members or executives or any related party by notifying the Capital market Authority and then by publishing it on TADAWUL. Such disclosures will be included in the annual report of the Board of Directors.

 

Corporate Opportunities

 

  • Directors, Executive officers and employees are prohibited from the following:
    • 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 Company

 

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 Company or its customers, if disclosed.

 

Fair Dealing

 

  • Directors, Executive officers and employees should endeavor to deal fairly with the Company’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 Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability.
  • All Company 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 Company 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 Company.
  • Falsification of any of the Company’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 Company has a clear communications policy with its shareholders, employees and other stakeholders. The Company 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 Company.

 

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 Nomination & Remuneration Committee of the Board. Violations will be investigated and action will be taken by the appropriate personnel or the Board as necessary.
  • The Company will not allow retaliation for reports made in good faith.

 

Insider Trading

 

  • The Directors and Executive officers of the Company and their associates may not deal in any securities of the Company during the following periods:
    • During the 10 days preceding the end of the financial quarter and until the date of the announcement and publication of the interim results of the Company.
    • During the 20 days preceding the end of the financial year and until the date of the preliminary announcement of the Company’s annual results or until the final announcement of the Company’s annual results, whichever is shorter.

 

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 Company’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 Nomination & Remuneration 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 employees 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.