Reporting on violation of Ethical rules:
The Company encourages employees reasonably suspected of unlawful activities, gross misconduct, or violation of the Company's regulations, policies or guidelines, including but not limited to "ethical rules", to report the facts of any misconduct or breach in doubt. The Company assures these employees that no retaliatory or abusive action will be taken against them as a result of providing good faith reports of any actual or potential misconduct.
Employees may submit to their respective Head of Department, or Unit. However, this is not the only way to report. As an alternative source of reports, the compliance officer can receive complaints.
Failure of any Compliance Officer may result in any one or all of the following failures:
- Disciplinary action or dismissal.
- Disciplinary action taken by the regulator.
- Legal action.
- Criminal prosecution.
Employees may submit their objections at all stages of any disciplinary action taken against them
Ethical Rules of the Company:
1) Professional behavior: Each staff member is expected to act in a professional manner at all times towards other employees and towards the Company and its customers in accordance with applicable laws and regulations. Professional behavior includes the following:
- Knowledge of the law: The employees of the Company shall understand and comply with all applicable laws, rules and regulations (including these ethical rules).
- Independence and Objectivity: The employees must exercise due diligence and good judgment to achieve and maintain independence and objectivity in their professional activities.Employees shall not make, borrow or accept any gift, benefit, indemnity or other consideration which may be expected to infringe upon their independence and objectivity or otherwise.
- Provide incorrect information: Company employees should not provide incorrect information regarding the Company's activities.
- Misconduct: An employee should not engage in any professional conduct involving dishonesty, fraud, or any conduct which adversely affects his or her reputation, trust or professional competence.
2) Dealing with integrity and transparency with financial markets: Each employee is expected to maintain his or her integrity at all times while dealing with the financial markets through:
- The employees of the Company who have personal and substantial information that may affect the value of the investment or make others act on this information do not have to make others act on this information.
- All private information about the company should be considered confidential.
- It is also immoral and illegal to use private information to achieve personal financial benefit or to reward others who may make an investment decision on the basis of such information.
- It is prohibited for employees who have seen this confidential information to use them or share them for trading purposes or for any other purpose except usual business of the Company. The material information is defined as any information that the reasonable investor considers to be important in making the decision to buy, own or sell the Company's securities.
- Any material information that is expected to affect the price of the Company's shares, whether positive or negative, should be considered as material information.
Some examples of information that are usually considered as private and substantial information include:
- Earnings forecast or future losses or other profit guidance.
- Earnings that are not consistent with consensus expectations of the investment community.
- Merger or acquisition or submit a bid or proposal imminent.
- Change in stock dividend policy, recognition of value of shares.
- Change in management.
- Develop an important new product or process.
- Imminent bankruptcy or having severe liquidity problems.
In case of doubt about the materiality of the information, the employee must consult with the Legal department and the Compliance Officer of the Company.
3) Obligations and duties towards customers
Fulfillment, wisdom and diligence: The Company's employees are assigned a duty of loyalty to their clients and they have to act carefully, and practice good governance.
Fair dealing: The employees of the Company must maintain fairness and objectivity in all transactions with customers.
4) Conflict of interest:
a) The following should be expected in situations of conflict of interest:There is a conflict of interest when a person's personal interest interferes in any way with the interests of the Company. A situation of conflict can arise when the employee takes action or has interests that may make it difficult to perform his duties objectively and efficiently. A conflict of interest may arise when an employee or family member receives improper personal benefits as a result of his or her position in the company. The following should be expected in situations of conflict of interest:
Disclosure of Conflicts of Interest:
Employees shall have full and fair disclosure of all matters that are reasonably expected to impede their independence and objectivity or to conflict with their obligations to their prospective clients and to the Company.
The staff must ensure that such disclosures are delivered in a clear language and relevant information is obtained effectively.
b) Conflicts of interest may not be clearly defined and, therefore, if an employee has no doubt about a situation, he or she should consult with higher levels of management or the Company’s legal department.
Conflict of interest cases are prohibited as a matter of corporate policy except in accordance with guidelines approved by the Board of Directors.
Transactions and personal business interests
The Company shall consider the following cases as a clear conflict of interests which must be avoided:
- It is a conflict of interest when an employee works at the same time as a competitor, client or supplier.
- Employees should not enter into any arrangement with customers away from their normal business relationships as an employee of the Company. This means that employees must not enter into any direct or indirect business or financial arrangement on a personal basis with clients, suppliers or competitors of the Company. Employees who act on their own account should not arrange the investment transaction or give any professional advice to any client of the Company.
- No employee of the Company shall be a party to any commercial dealings with the Company either directly or indirectly.
- By virtue of ethical rules, the employees of the Company do not have to invite, accept or offer gifts, cash incentives or any other consideration that affects or reasonably gives an effective impression on their professional judgment. Except for that, hosting of regular dinner or lunch hosted by the employee is not excluded. The gifts of the Commercial Facilities Company are not covered by this part of the rule but must be clarified in advance with the head of department or unit.
- Exceptions include receiving gifts - gifts collective attendance of large events and meals and refreshments modest and entertainment.
5) Personal misconduct:
The Company takes very assertive action in cases of personal misconduct that can cause abuse of the Company's reputation and includes, for example, and is not limited to
- Violation of laws and customs of Kuwaiti society.
- Conducting illegal transactions.
- Failure to maintain customer confidential.
- Public criticism of employees of the Commercial Facilities Company in a personal capacity or in terms of their working methods.
- Violation of the Company's rules, including those stipulated in the ethical rules and non-disclosure, which may harm the Company's interest.
In cases where personal misconduct adversely affects the reputation of the Company, the Company shall take appropriate disciplinary action against the employee after due diligence of the situation.
6) Behavior with other staff:
Employees must respect the authority of their superiors and faithfully carry out the tasks assigned to them, provided they are in line with their duties and welcome suggestions and constructive criticism. Any staff member who has serious problems in the performance of his or her duties with his / her boss shall inform the Human Resources Department of this without being reprimanded.
Conduct among colleagues: The Company encourages employees to show a spirit of cooperation in good faith. The Company refuses to give incorrect information, to hold information or unjustified refusal with colleagues or to act in a way that imposes obstacles or discredits others.
7) Discrimination and harassment:
Diversity of the Company’s employees is one of its greatest advantages. The Company is fully committed to providing equal opportunity in all aspects of employment and the Company will not tolerate any discrimination or unlawful harassment.