Introduction

The work we do in each of our Group businesses has a direct and significant impact on the lives of millions of people — our valued Customer, Associates, Shareholders, Colleagues and their families. All of us work together every day to “make people successful in a changing world” by helping manage careers in the new world of work.

At Fawaz Alhokair, we strive every day to earn the trust and loyalty of our associates, customers, suppliers, colleagues, shareholders, investors, governments and the communities in which we operate and with one another, by performing our work in accordance with this Code of Conduct and our Core Values of accountability, teamwork, curiosity, commitment, and integrity to life.

We do this by keeping our promise to:

Be Accountable

for our actions and hold ourselves and each other accountable for what we say and do.

Demonstrate Respect to the Team

and for the rights and dignity of all individuals in the organization by being fair, just, compassionate, and continuous collaborations.

Always Curious

about understanding ourselves and the environment and it causes us to ask the questions others might not.

Act with Integrity

by demonstrating the courage and strength of character to do what is right and never acting outside of the law, even when it is difficult or unpopular.

Always Committed

and staying focused on the business priorities, being tenacious and persistent and not being deterred by any obstacles.

The importance of work, and what we do to help people find it, cannot be overstated. Work can define who we are. It can give purpose and meaning to our lives. It permits us to apply our talents to contribute to society. It is essential to our financial well-being. It is the means by which we can each realize our dreams.

We all have a responsibility to exercise good judgment, honesty, and integrity when performing our jobs. These standards will help continue the organization’s reputation for fair dealing and honesty:

Responsibility towards our Team Members

To respect employees and to offer a safe working environment and fair employment conditions.

Responsibility towards our Customers, Distributors and Suppliers

To gain and maintain business by continuous development and research and to be able to provide products, services and solutions that meet customers’ expectations regarding quality, safety and environmental care, while always applying the highest standards of business ethics.

Responsibility towards our Shareholders

To protect the shareholders’ investments and strive for a sustainable and improving return.

Responsibility towards Society

To manage the business as a responsible member of our society, showing respect for laws, customs and needs of the different countries where we are present.

1. Scope

Unless defined otherwise, the term “Team Member” in this Code of Business Conduct and Ethics (“the Code”) is defined to include all directors, officers, employees and part-time employees of the Fawaz Abdulaziz Alhokair & Co. Company (the “Company” or the “Group”) and its subsidiaries located in Saudi Arabia and internationally.

This Code is drafted and valid in the English language for all countries excluding Saudi Arabia where the Code will be valid in the Arabic language.

2. Purpose

This Code reaffirms our basic policies and ethical conduct for all team members. The foundation of our Code consists of basic standards of business as well as personal conduct:

  • Honesty and candor in our activities, including observance in spirit, as well as the letter of the law.
  • Avoidance of conflicts between personal interests and the interests of the Group, or even the appearance of such conflicts.
  • Respecting the confidentiality of information obtained in the course of business.
  • Maintenance of our reputation and avoidance of activities which might reflect adversely on the Group.
  • Integrity in dealing with the Group assets.

3. Objective

The Group has established this policy to assist its team members in understanding and carrying out this mandate for honesty, integrity, and high standards of conduct:

  • A Group’s reputation for integrity is its most valuable asset and is determined by the conduct of its team members.
  • Each team member must manage his personal and business affairs so as to avoid situations that might lead to a conflict or even suspicion of a conflict between self-interest and duty to the Group and its customers.
  • No Group position must ever be used, directly or indirectly, for private gain, to advance personal interests, or to obtain favors or benefits for a team member, a member of his family, or any other person.

4. General

This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all directors, officers and team members of the Group.

Our general rule is that our team members must, in all of their activities, follow the national laws in the countries in which they operate. Should any requirement in this Code conflict with the national law in any country or territory, the law must always be followed. However, if a local custom or practice conflicts with this Code, team members must comply with the Code. In such cases the team member must notify their supervisor or Internal Audit, Director of Internal Audit or IA immediately.

Those who violate the standards in this Code will be subject to disciplinary action up to and including, but not limited to, termination of employment or service. This may also involve taking legal action. If a team member is in a situation where it may violate or lead to a violation of this Code, the guidelines described in Section 4.14 of this Code should be followed.

4.1. Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which this Group’s ethical standards are built. All team members must respect and obey the laws and regulations. To that effect, all team members must take an active role in being knowledgeable of and ensuring compliance with all applicable laws and regulations, and must immediately report violations or suspected violations to their supervisor or Internal Audit, Director of Internal Audit or IA.

During any government examination or investigation, team members should never destroy or alter any Group documents, lie or make misleading statements to the government examiner or investigator, attempt to cause another team member to fail to provide accurate information and/or obstruct, mislead or delay the communication of information or records.

4.2. Conflicts of Interest

Conflicts of interest are strictly prohibited under this Code, unless approved by the Board of Directors (“BOD”). A “conflict of interest” exists when a person’s private interest interferes—or even appears to interfere—in any way, with the interests of the Group. The existence of a conflict depends upon the circumstances, including the nature and relative importance of the interest involved. A conflict of interest situation can arise when a team member takes actions or has interests that may make it difficult to perform his or her Group work objectively and effectively. Conflicts of interest may also arise when a team member, or members of his family, receives improper personal benefits as a result of his or her position with the Group.

Although it is not practical to list every activity or interest that might present a conflict of interest, the following are examples of specific situations in which conflicts of interest could arise, and sets forth the Group’s policy with respect to such conflicts of interest.

4.2.1. Interests in Other Companies

Team members, or members of their families[1] shall not acquire, own or have any financial interest in any business organization that does or seeks to do business with the Group or is a competitor of the Group, unless (a) such interest has been fully disclosed in writing to the CEO and (b) the CEO notifies the director, officer or employee that it has been determined that the team member’s duties for the Group will not require him or her to make or cause to be made decisions that could be influenced by such interest, or that the interest is otherwise permissible.

4.2.2. Employment by Other Companies

Team members shall not serve or accept an offer to serve as directors, partners, consultants of, or in any managerial position or any other form of employment or affiliation with, any business organization that does significant business with or is a competitor of the Group, unless (a) such position, employment or affiliation has been fully disclosed in writing to the CEO and (b) the CEO notifies the team member that it has been determined that such position, employment or affiliation is permissible.

4.2.3. Conducting Business with Related Companies

Team members shall not conduct business on behalf of the Group with a member of his or her family, or a business organization with which he or she or a family member has an interest or employment relationship that calls for disclosure under the Code standards described above or that otherwise could be considered significant in terms of potential conflict of interest, unless (a) such business dealings have been disclosed in writing to the CEO and (b) the CEO notifies the team member that it has been determined that such transaction is permissible.

4.2.4. Reporting to an Immediate Family Member

The potential for conflict of interest clearly exists if your immediate family member also works at the Group and is in a direct reporting relationship with you. Officers or employees should not directly supervise, report to, or be in a position to influence the hiring, work assignments or evaluations of someone with whom they have a familial relationship.

4.2.5. Soliciting Suppliers and Customers

No one should request donations from suppliers, customers or contractors to help pay for any Group events. Solicitations of cash, merchandise or services are not allowed because they could be perceived to create obligations in order to keep, increase or obtain Group business. The Group desires that its suppliers and vendors understand that their business relationship with the Group is based totally on their ability to competitively meet the Group’s business needs.

4.2.6. Fees and Honorariums

With prior approval, officers or employees may give lectures, conduct seminars, publish articles in books or engage in any other similar activity for which they may be paid a fee or honorarium. However, any fees, honorariums or reimbursements must be disclosed and shared.

4.2.7. Bribes and Kickbacks

Officers and employees should not offer, give, solicit or receive bribes or kickbacks. These are criminal actions that can lead to prosecution.

4.2.8. Gifts, Favors, Entertainment, Advances and Payments
4.2.8.1. Received by Group Team Members

Officers and employees may not seek or accept any gifts, advances, payments, fees, services, privileges, vacations or pleasure trips (even with an apparent business purpose), loans (other than conventional loans on customary terms from lending institutions) or other favors from any person or business organization that does or seeks to do business with, or is a competitor of, the Group. No one may accept anything of value in exchange for referral of third parties to any such person or business organization. In applying this policy:

  • Officers or employees may accept common courtesies or ordinary social amenities valued less than SR. 300 associated with generally accepted business practices for themselves and members of their families.
  • It is never permissible to accept cash or cash equivalents (savings bonds, stock, etc.) of any amount. In addition, entertainment beyond that described above should not be accepted under any circumstances.
4.2.8.2. Paid or Made by Group Team Members

I Officers and employees should be aware that it is a violation of this Code to confer benefits on an employee of another company if it is made without such person’s employer’s consent or knowledge and with intent to influence such person’s conduct in relation to the affairs of the employer. The giving of seasonal gifts or gift vouchers is generally not considered to be a violation of this policy; however, at no time may cash or cash equivalents (savings bonds, stock, etc.) be issued as gifts.

Officers and employees may dispense common courtesies or ordinary social amenities generally associated with accepted business practices if they meet all the following criteria:

  • There is a specific business purpose.
  • They are of limited value, and in a form that will not be construed as a bribe or pay-off.
  • They are not in contravention of applicable law and generally accepted ethical standards.
  • Public disclosure of the facts will not embarrass the Group or the director, officer or employee.
  • Secret commissions or other secret compensation or payments are never permissible and may be a criminal offense.
4.2.9. Political / Religious Contributions

Team Members shall not use Group funds for contributions or sponsorship of any kind to any political or religious party or committee or to any candidate for, or holder of, any office of any government —national, state or local. This policy is not intended to restrict in any manner the use of personal funds for political or religious contributions.

Again, conflicts of interest are prohibited as a matter of Group policy, except where approved by the CEO. Conflicts of interest may not always be clear-cut, so if any questions arise, consult with your immediate supervisor. Any team member who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor or consult the procedures described in Section 4.15 of this Code.

4.3. Anti-Money Laundering

Money laundering, or the use of financial transactions to conceal the source of funds which have been obtained via criminal activity, is illegal. Employees must inform their management if they suspect money laundering related to the organization’s products or services.

4.4. Personal Finances

Team members are expected to live within their income and to manage their personal finances so as to avoid embarrassment personally and to the Group. This includes proper handling of bank accounts and not writing checks against insufficient funds. Excessive borrowing is evidence of poor financial management. The services and advice of the Group are available to all team members in need of financial guidance and assistance.

4.5. Insider Trading

Team members who have access to non-public material information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. The term “trade” includes all securities transactions in the open market. All non-public information about the Group should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but is also a violation of the law and can result in civil and criminal penalties.

Non-public, material information includes, but is not limited to: significant new product/service developments, sales and earnings reports or projections, major contracts with customers or suppliers, plans for stock splits or buy backs and potential acquisitions or mergers. Such non-public material information in the case of another company would also include knowledge that the other company may enter into or is negotiating for a contract important to it for the sale of property, goods or services to or by the Group. In these instances where team members have such information, they must refrain from buying or selling or encouraging others to buy or sell the Group’s securities or securities of another company, as the case may be, until the information has been disclosed to the general public. If any questions about the appropriateness of purchasing or selling a security under these circumstances arise, contact . Internal Audit, Director of Internal Audit or IA.

4.6. Corporate Opportunities

Team members are prohibited from taking personal opportunities that are discovered through the use of Group property, information or position without the written consent of the CEO. No team member may use Group property, information, or position for improper personal gain, and no team member may compete with the Group directly or indirectly. (Refer to section 4.2: Conflict of Interest.) Team members owe a duty to the Group to advance its legitimate interests when the opportunity to do so arises.

4.7. Employee Discounts

Team members should not use their position to obtain discounts unless they are corporate agreed discounts and made available to all employees or expressly authorized by management. This includes not holding or reserving stock at any time. Team members are expected to abide by the related business rules in relation to the specific discount.

4.8. Competition and Fair Dealing

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Team members should endeavor to respect the rights of, and deal fairly with, the Group’s customers, suppliers, competitors and employees. Team members should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

4.9. Discrimination and Harassment

The diversity of the Group’s work force and management is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind.

4.10. Health and Safety

The Group strives to provide a safe and healthy work environment. All team members have a responsibility for maintaining a safe and healthy workplace by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted.

Team members must inform their management of any breach of security or safety regulations or potential risk to the security or safety of our employees, customers, assets or locations.

4.11. Drugs and Alcohol

All the employees are expected to comply with all local government laws related to use or possession of alcohol and illegal drugs. The misuse of prescribed medical drugs, or the use, possession, distribution or sale of alcohol, illicit or un-prescribed controlled drugs on the Company premises, is strictly prohibited and will lead to termination and legal action as per relevant laws

4.12. Environmental Protection

The Group will comply with all federal, state, and local environmental protection laws, including laws pertaining to the transportation, storage, and disposal of solid waste and hazardous materials and substances.

4.13. Social Responsibility

The Group will aim to act in a socially responsible way and within the framework of the national legislation of all the countries where we are present, creating jobs and supporting our customers.

Our ability to profitably manage and grow our business is the foundation by which we meet our social responsibility. We will further aim to actively find ways and activities by which our organization and our employees can make a positive and lasting impact on the society and the communities in which we operate.

4.14. Record-Keeping

The Group requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.

Many officers and employees regularly use business expense accounts, which must be documented and recorded accurately. If there is uncertainty whether a specific expense is legitimate or not refer to your supervisor.

All of the Group’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Group’s transactions and must conform both to applicable legal requirements and to the Group’s system of internal controls.

Business records and communications often become public, and team members should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that could be misunderstood. This applies equally to e-mail, internal memos, and formal reports.

Records are maintained for the period in line with the local laws (10 years as per Article 8, The Law of Commercial Books, Royal Decree No. M/61 for Saudi Arabia) or internal policies, whichever is higher. In accordance with those policies, in the event of litigation or governmental investigation please consult Internal Audit, Director of Internal Audit or IA.

4.15. Confidentiality

Team members must maintain the confidentiality of confidential information entrusted to them by the Group or its customers, except when disclosure is authorized by the CEO or legally mandated by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Group or its customers, if disclosed.

Team members who have access to confidential information are obligated to safeguard it from unauthorized access and:

  • not disclose this information to persons outside the Group. (Exercise caution when discussing company business in public places where conversations can be overheard. Recognize the potential for eavesdropping on cellular phones.)
  • not use this information for personal benefit or the benefit of persons outside of the Group.
  • not share this information with other employees except on a legitimate “need to know” basis.

Written approval from the CEO is required before confidential information can be released outside the Group. This includes speeches, technical papers for publication, Group references, endorsements of other products and services, and information the Group has received from other companies under an obligation of confidentiality.

Any Group information created in the course of your employment or service belongs to the Group. The obligation to preserve confidential information continues even after your employment or service ends. Upon retirement or termination of employment or service, all written and tangible proprietary, confidential information must be returned to the Group prior to or on your last day of employment or service.

4.16. Protection and Proper Use of Group Assets

Team members should endeavor to protect the Group’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Group’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Group assets should not be used for non-Group business.

4.16.1. Use of email, telephone, voice mail and Internet services

E-mail systems, telephone systems (desktop and mobile handsets), tablets and Internet services are provided for work purposes. Team members should not access, send, or download any information that could be insulting or offensive to another person, such as sexually explicit messages, cartoons, jokes, ethic slurs, or any other message that could be viewed as harassment. Also, it is to be noted that “flooding” Group computer systems with junk mail and trivia is not acceptable behavior and hampers the ability of the Group’s systems to handle legitimate Group business.

Team members’ messages (including voice mail) and computer information are considered Group property with no expectation of privacy. Unless prohibited by law, the Group reserves the right to access and disclose this information as necessary for business purposes. Team members should use good judgment and not access, send a message, or store any information that should not be seen or heard by other individuals. Violation of these policies may result in disciplinary actions up to and including discharge from the Group.

4.16.2. Social Media

Team members must exercise proper care and good judgment when using social media. It is important that you do not give the improper impression that you are individually speaking on behalf of the Group when using social media, unless expressly authorized to do so by the Group. Social media may only be accessed outside of business hours, unless for authorised business purposes.

4.16.3. Proprietary Information

Team members’ obligation to protect the Group’s assets includes its proprietary information. Proprietary information includes but is not limited to, our trademarks including our brand name and logos, copyrights, trade secrets, customer lists/ documents, marketing plans, designs, databases, records, salary information, any unpublished financial data and reports, manuals, stationery, company stamps and other materials developed for business use. Unauthorized use or distribution of this information may destroy the information’s value, harm the Group’s competitive position, or constitute breaches of agreements. It could also be illegal and result in civil or even criminal penalties.

The Group’s guidelines regarding treatment of proprietary information are:

  • Proprietary information should be discussed with Group team members only on a “need-to-know” basis.
  • Unless someone with proper authority decides publicly to disclose proprietary information, disclosures to anyone outside the Group should occur only in conjunction with an executed confidential disclosure agreement prepared by the CEO.
  • Always remain alert to inadvertent disclosure of proprietary information, e.g., in social conversations or normal business relations with suppliers, customers and others.
  • Do not accept proprietary information from third parties unless such information is subject to a written confidentiality agreement prepared by the CEO.

While team members must remain alert to the competitive environment and seek information with respect to the Group’s markets and its competitors, team members must do so only by means that are lawful and ethical. Team members must never participate in illegal or improper acquisition of another’s proprietary information. If team members are approached with offers of such information, or with any information believed to have originated illegally or improperly, they must immediately refer the matter to the CEO.

4.17. Payments to Government Personnel

The Group prohibits giving anything of value, directly or indirectly, to officials of governments or political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials.

4.18. Waivers of the Code of Business Conduct and Ethics

Any waiver of this Code for executive officers or directors may be made only by the CEO and . Internal Audit, Director of Internal Audit or IA.

4.19. Reporting any Illegal or Unethical Behavior

Team members are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. All team members should report violations of laws, regulations, rules, or this Code. It is the Group’s policy not to allow retaliation for reports of misconduct by others made in good faith by team members. Team members are expected to cooperate in internal investigations of misconduct.

If you believe you have been retaliated against or have witnessed retaliation, you have a responsibility to report it to the management or to use the other reporting avenues available to you.

Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense that may result in disciplinary action, up to and including termination

4.20. Compliance Standards and Procedure

4.20.1. Interpretation

The Corporate Governance Committee (CGC)s responsible for giving guidance on interpreting and applying the Code when questions arise. Any questions should be addressed in writing to the Company Secretary.

4.20.2. Corporate Governance and Accountability

The Company is committed to high standards of corporate governance. The Board is accountable to shareholders and others for the Company’s activities and is responsible for the effectiveness of corporate governance practices within the Company. The Directors believe the Company complies with all of the recommendations contained in all applicable regulations

4.20.3. Reports of Non-Compliance

All suspected instances of violations of the law or improper conduct in the Group should be reported to either Whistle Blower ID wb.alhokair@gmail.com or to Haroon AlMutairi at haroon@alhokair.com.sa or call at +966506358088.

Any employee, officer or director who is concerned that a team member has violated or may violate any law or Code standard may report this concern to his supervisor, Internal Audit, Director of Internal Audit or IA or CEO. Failure to make such a report is a violation of these Code standards and may be subject to disciplinary action up to and including termination. Team members have a right, and at times a legal obligation, to call the Group’s attention to situations in which the law or the Code standards have been breached. Those who choose to identify themselves are assured that they will not suffer disciplinary or retaliatory action. Confidentiality will be maintained to the extent possible in light of Internal Audit, Director of Internal Audit or IA duty to fully investigate any report of improper conduct in the Group. Upon receipt of a concern, Internal Audit, Director of Internal Audit or IA will initiate an appropriate investigation and resolution of the matter. Internal Audit, Director of Internal Audit or IA may handle specific issues himself or may select an appropriate individual to gather needed information and evaluate situations. Anyone violating the Code may be subject to disciplinary action up to and including termination of employment. In special cases, the Group may be obligated to refer violations to appropriate law enforcement officials.

4.20.4. Request for Exception

While some standards in the Code require strict application, others do allow exceptions. For example, minor conflicts of interest may be resolved by disclosing the conflict to all interested parties. Team members who believe they merit an exception should first contact their immediate supervisors. If an immediate supervisor agrees that an exception is warranted, he or she may forward a request for exception to the CEO, which shall be responsible for reviewing and approving it or disapproving it.

4.20.5. Non-Exclusivity

While the Code standards are extensive, they are by no means exhaustive. Nothing expressed or implied in the Code can represent all the policies and procedures the Group believes its team members should follow.

If it is suspected that a violation of the law or the Code has taken place or may take place, the following guidelines should be adhered to:

  • Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
  • Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
  • Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
  • Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is these individual’s responsibility to help solve problems.
  • Seek help from Group resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor or where you do not feel comfortable approaching your supervisor with your question, discuss it with Internal Audit, Director of Internal Audit or IA or the CEO.
  • You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Group does not permit retaliation of any kind against employees for good faith reports of ethical violations.

5. ACKNOWLEDGMENT AND DISCLOSURE

5.1. Disclosure by directors, senior executives and employees

All directors, senior executives and employees are required to disclose of interests held in companies doing business or seeking to do business with the company or competitors of the company.

The Group will require all new joiners and grades 6 + employees to sign the Acknowledgment and Disclosure statement to attest that they:

  1. Fully understand the Code and will abide by it while they are under the employ of the organization;
  2. Will ensure the Code is understood by those they manage;
  3. Will provide advice and guidance on interpreting the Code;
  4. Will uphold and promote the requirements of the Code;
  5. Will individually sign their acceptance of the Code each year.

The Code will be reviewed on an annual basis and resubmitted to team members.

[1] Family members include: father, mother, spouses, children, siblings, uncles, aunts, cousins, second-cousins, nieces, nephews, stepchild, stepparent, as well as mother-, father-, son-, daughter-, brother-, or sister-in-law.