1. Objectives

The success of Almoayed Investments BSC © & its Subsidiary Companies (the “Company”) lies in relationships built on a foundation of integrity and transparency.

As such, the Code of Conduct and Business Ethics (the “Code’) have been established in order to provide a benchmark for the standards, principles, and obligations for all stakeholders, executives, management team, and employees in general to ensure a fair and sustainable methodology of conducting business.

All stakeholders are expected to carry out their duties with efficiency, fairness, impartiality, integrity, and honesty in an ethical business environment.

2. Scope

This Code applies to all full-time and regular part-time Employees of the Company located in the Kingdom of Bahrain, Kingdom of Saudi Arabia, the United Arab Emirates and wherever business operations are carried out.

If any local legal or regulatory directives or requirements makes this Policy inappropriate, the Head of the Subsidiary Company should report to the Process Audit Team as soon as possible so that the discrepancy can be remedied promptly.

3. Policy Statement
3.1. Equal Opportunity

This policy has been developed to cement the Company’s commitment to maintain a working environment free from all types of harassment or discrimination.

To meet the minimum legal age requirement, a person must be 18 years old to be eligible for employment by the Company. However, under special circumstances, juveniles may be employed in accordance with the rules and regulations outlined in local Labour Law.

The Company offers equal employment opportunities to all applicants and employees. We do not discriminate based on race, colour, marital status, parental status, ancestry, source of income, religion, gender, age, national origin, sexual orientation or disability.

This policy applies to all terms of employment covering hiring, probationary periods, training and development, job assignments, supervision, promotion, salaries, rates of pay or benefits, educational assistance, layoff and recall, terminations and retirement.

3.2. Conflict of Interest

Business-related decisions should be made objectively, free from bias, and in the best interests of the Company and all of its stakeholders.

All employees should strive to avoid any action which may involve, or may appear to involve, a “conflict of interest” between his/her professional or private interests and his/her professional duties, obligations, and responsibilities to the Company and may be deemed in competition with the interests of the Company.

A “conflict of interest” exists when there is a likelihood that an employee will have a direct or indirect professional interest or an employee possesses a particular interest, that could influence decision making or performance of his/her duties.

Employees should exercise good judgment to avoid any perception of conflict of interest. Employees are obliged to immediately disclose any potential or suspected conflict of interest to their direct line manager or to the HR Department to get proper guidance and ensure that the employees remain in full compliance with this policy.

“Conflict of Interest” is not limited or exclusive to the following examples:

• Any financial or economic interest, personal or professional relationships with suppliers, customers, or competitors that might impair judgment made on behalf of the Company;
• A personal or family relationship between staff members which may influence recruitment, employee movement such as promotions or demotion, rewards, workload, or performance management.
• Any soliciting, accepting or offering of benefits, hospitality, entertainment, or gifts other than those of small intrinsic value (such as sweets and promotional items with a value of less than USD$200) as goodwill business gestures. Gifts deemed to be worth more than USD$200 must be reported to the Managing Director and returned to the sender. Please refer to our Corporate Gift Policy for further details.

3.3. Harassment

Employees must not participate in behaviour that would harass (demean, humiliate or embarrass) colleagues, partners, stakeholders or other people, on any grounds relating to race, national or ethnic origin, colour, age, sex, marital status, family status, pregnancy, and physical or intellectual impairment. In addition, employees must not harass or discriminate on the grounds of political or religious conviction.

Employees in positions of authority are expected to use their authority reasonably. Abuse of authority occurs via interference into the employee’s job which includes humiliation, yelling, use of foul language, intimidation, threats, and coercion.

Activities that can be reasonably deemed as “political maneuvering” such as using influence to manipulate colleagues, subordinates or staff members into performing tasks or duties or decisions that are out of their jurisdiction or what could be considered as out-of-normal-scope or responsibilities can also be interpreted as

Harassment. Normal managerial activities such as counselling, performance appraisals, and discipline are not considered harassment as long as these are not done in a discriminatory or that could be interpreted as to be conducted in a harassing manner.

Abuse of power occurs where one person attempts to assert power over the other which is categorized as a form of harassment. Offensive or humiliating behaviour that is related to a person’s sex, as well as behaviour of a sexual nature that creates an intimidating, unwelcome, hostile, or offensive work environment, or that could reasonably be thought to put sexual conditions on a person’s job or employment opportunities are all classified as harassment. Some examples are as follows:

• Questions and discussions about a person’s sexual life;
• Touching a person in a sexual way;
• Comment on someone’s sexual attractiveness or sexual unattractiveness;
• Persistence in asking for a date after having been refused;
• Telling a woman that she belongs at home or is not suited for a particular job;
• Displaying cartoons or posters of a sexual nature;
• Writing sexually suggestive letters or notes.

Employees and stakeholders of Almoayed Investments BSC © and its Subsidiaries have the right to file a formal complaint with their manager or the Head of Human Resources or the next higher authority as the situation may dictate if they witness a colleague undergoing any form of harassment, violence, abuse or discrimination by any persons or entities within the organization.

Filing a complaint immediately protects the complainant under our Whistleblower and Non-Retaliatory policy.

3.4. Respect for Time

Employees are required to comply with the working hours and adhere to punctuality as a way of life.

The Company has implemented a Time Attendance System (biometric machine) which monitors employee entry and exit in the workplace. All employees who wish to enter the work premises during off-hours require authorization from the Group Head of HR or Group Financial Controller.

Management staff should observe a higher standard of time keeping since they are role-models to their subordinates in the organization. Attending meetings punctually does not only mean respecting company time but also respecting colleagues.

3.5. Professional Behavior

Almoayed Investments BSC © and its Subsidiaries are committed to promoting integrity, honesty, fairness, and professionalism. It is expected that the highest standards of ethical conduct in each and every activity of the organization be observed not only among employees but with our customers, creditors, shareholders, suppliers, governmental officials, and members of the general public.

Such standards include, but are not limited to:

• Commitment to assure and maintain quality products and services to assure complete customer satisfaction;
• Commitment to professionalism and appropriate behavior in the workplace as per the Code of Conduct;
• Execution of duties in a professional, responsible, and conscientious manner;
• Practice of cultural sensitivity and adherence to Bahraini social customs and traditions and Islamic religious practices in addition to local customs in the areas of our operation;
• Compliance with the company’s drug and alcohol policy;
• The requirement to report immediately, according to the Whistleblower policy, any suspected ‘corrupt conduct’ as well as maladministration, mismanagement, malfeasance and serious or substantial waste of company resources.

3.6. Anti-Corruption and Anti-Bribery Policy

The Company expects employees, as well as contractors, consultants and suppliers having business dealings with or on behalf of the Company, to act in an ethical and honest manner in the performance of their duties. All parties must avoid any action that may involve, or may appear to involve, corrupt conduct including soliciting, taking or offering bribes; consciously using influence to obtain advantage; blackmail; fraud; theft; embezzlement; forgery; violence, etc.

The Company will act independently to safeguard its reputation and will exercise due diligence to avoid corrupt practices that will:

• Affect competitive conditions of trade;
• Restrict fair competition;
• Benefit the employee or beneficiary against the interest of the Company;
• Intentionally conceal or deliberately record wrong information causing company books or records to be incorrect;
• Be seen as using company funds to make payments directly or indirectly in money, property, services or any other form to a Government Official or any other party to induce the recipient to exert influence or assist the Company in obtaining or retaining business;
• Commit any act in violation of lawful duty;
• Coerce and deal unfairly with all customers and suppliers, including those with whom we also compete, which restrict the customer’s freedom to conduct business, purchase or sell products as they see fit.

3.7. Drugs and Alcohol Policy

Our company aims to protect the well-being, safety, and productivity of its employees by ensuring a drug-free and alcohol-free work environment.

As alcohol and drugs can affect work performance and pose a possible health and safety risk to the employees and others, the company requires that all employees at no time be under the influence of drugs and/or alcohol while at work.

This rule also applies to the contractors, consultants, and suppliers engaged by the Company.

Being under the influence of, or testing positive for alcohol or drugs is seen as an extremely serious transgression which will result to dismissal. In the case of suppliers, contractors, consultants or visitors, sanctions could include an indefinite suspension of the right of access to any of the company premises.

In terms of the use of tobacco in the workplace, individuals may smoke only in designated smoking areas. Smoking in non-designated areas is strictly prohibited whether or not the digital tobacco is used.

To ensure adherence and enforcement of this policy, the company reserves the right to inspect the workplace for alcohol, controlled substances, or paraphernalia relating to alcohol or controlled substances. In addition, if the Company reasonably suspects that a violation of this policy, it reserves the right to question an employee or request the employee to submit to a blood test.

3.8. Judicious Use and Protection of Company Resources

Employees are expected to be efficient and economical in their use and management of the company resources, both tangible and intangible and are also expected to protect these resources. Company resources are intended for business and work purposes only and any inefficient use, wastage, theft, and carelessness have a direct impact on the company’s profitability.

Employees must also safeguard company resources under their jurisdiction and control such information and company records.

Unauthorised possession or removal of company equipment, supplies or other resources without prior authorization will be dealt with appropriate disciplinary action.

Company resources may be recycled, donated, disposed of responsibly, or destroyed in accordance with the Resource Disposal Policy and with management approval.
Electronic facilities such as internet, email, computerized information systems, etc. are provided to support business activities. The Company reserves the right to monitor and inspect without notice on the proper use of these facilities. The Company will have zero tolerance for discriminatory, offensive, defamatory, pornographic and other similar type of messages or materials accessed through internet or sent via email.

The company respects all relevant laws and regulations regarding copyrights hence any unauthorized duplication of software is prohibited, whether or not owned by the company, even if the duplication is for business purposes, is of limited duration, or is otherwise accepted local practice.

3.9. Intellectual Property and Propriety Rights

Almoayed Investments BSC © and its subsidiaries have exclusive rights to own and use the intellectual property (copyright, patents, trademarks, registered designs), including internal research, devised or developed by the employees during their course of employment.

Almoayed Investments BSC © and its subsidiaries also have proprietary information as a result of ideas, research, and work of its employees and are therefore considered as substantial investments contributing to the company’s planning and development initiatives.

Proprietary information includes such things as: technical or scientific information relating to current and future products, services or research; business or marketing plans or projections; financial data; personnel information including executive and organizational changes; and software.

Proprietary information should be protected from unauthorized disclosure or distribution and should be used by employees for company business purpose only. This obligation applies whether or not an employee developed this information him/herself, and it also applies in all countries where the company does business.

3.10. Confidentiality

The executives, management, and employees of Almoayed Investments BSC © and its Subsidiaries will always endeavour to maintain the confidentiality, integrity and security of information considered as proprietary. Such information is intended to be used for work-related purpose only and not intended for personal benefit.

The management will take appropriate steps to ensure that all information marked as “classified”, “confidential’, and “sensitive” are accessible to authorized persons only.

Employees who have access to these information must follow all security points to safeguard or preserve the information and should never disclose or distribute such information except as expressly authorized by the Director or Managing Director of the company.

Unauthorized disclosure or use of confidential information will result to disciplinary proceedings for misconduct.

This confidentiality rules extends after employment as per the Bahrain Labour Law, if such the disclosure of such information may jeopardise the company’s interest.

3.11. Corporate Gift Policy

Almoayed Investments BSC © and its Subsidiaries fully understand the tradition and culture behind giving and receiving of gifts. However, so as to dissuade undue influence over business decisions and favoritism, gifts that are deemed to be above a certain value or of a certain type shall be rejected. This value shall be outlined in the Finance Manual under the section entitled “Value of Corporate Gifts”. Gifts which may appropriate the appearance of undue influence over business decisions, policies or deals shall be deemed inappropriate and returned to the sender.

As such, all employees are expected to be vigilant towards accepting or presenting gifts in any manner, shape or form without clearing it with the management. Elements that occur as part of the natural course of conducting business such as business gatherings, luncheons, brunches or dinners shall be accepted and/or conducted.

4. Zero Tolerance

Almoayed Investments BSC © and its Subsidiaries firmly believe in maintaining and fostering a culture of mutual respect and fair treatment of all employees. Having established that fact, there is no place in the organization for harassment, assault, discrimination or abuse of any kind, in any manner, shape or form – be it psychological, verbal, physical, sexual, racial or religious. Intimidation or threatening behavior from any employee towards another regardless of their position or rationale is completely unacceptable under any circumstance.

Employees and all representatives of the organization are always held to this standard and breach of this policy shall lead to immediate disciplinary action including contract termination at the first instance.

Any employee of Almoayed Investments BSC © and its Subsidiaries has the right to a safe working environment. If an employee feels that their rights have been violated, they are to feel free to raise their concerns or an official complaint to any member of the Whistle Blowing Committee or the Group Head of HR directly.

5. Non-Retaliatory Policy

Any report or information lodged by an employee will be protected under the Company’s Non-Retaliatory Policy, and will be kept confidential to the extent permitted by law and regulation and under the Company’s ability to address these concerns.

The Non-Retaliatory policy’s main purpose is to protect employees who present legitimate disclosure (in good faith) from retaliatory or retribution action, such as such as, but not limited to, intimidation or harassment, discrimination or adverse treatment, dismissal or disciplinary proceedings.

An employee who is involved in the prohibited activity may also be subjected to disciplinary sanctions even if he/she makes the disclosure. The employee’s decision to disclose will be given due consideration in the event any disciplinary action shall be taken.

Any employee who has been found to have been withholding crucial information during the course of an investigation regarding a possible violation will be subjected to disciplinary action post an exhaustive internal investigation with members not-related to the subject matter of the violation.

Any consultant or supplier who fails to comply with this Code may find their contract with the company being terminated or not renewed. Depending upon the nature of the non-compliance, the Company will have the legal obligation to report the non-compliance to the appropriate authorities.

6. Application of the Code

All provisions outlined in this Code must be taken seriously by all employees and stakeholders of Almoayed Investments BSC © and its Subsidiaries. We have a Zero-Tolerance policy towards conduct breaches.

Employees are encouraged to speak with their immediate head and other authorized personnel when in doubt about the best course of action in a particular situation. Employees are also encouraged to promptly report information or knowledge of any known or suspected act(s) in violation of this Code.

7. Policy Dissemination, Review, and Revision

The Company’s Executive Group has proprietary rights to all policies and procedures and are responsible for approving amendments, waivers, or termination of any of these policies and procedures.

The Human Resources Department (HRD), as the custodian of the HR policies and procedures, is responsible for recommending changes to this Code subject to approval by the Executive Group.

Any amendment, waiver, and termination of this Code must be disclosed through an official communication to all employees.

The application of all aspects of this Code shall be based on the final interpretation of the Director, Managing Director and/or Chairman, as long as the final interpretation is compliant with all statutory laws and regulations of the Kingdom of Bahrain.