CODE OF BUSINESS CONDUCTS AND ETHICS
General Policy and Procedures
The Code of Business Conduct and Ethics of Buinsberry and each of its subsidiaries (collectively, the “Company”) applies to all employees, including officers (an “Employee” and, collectively, the “Employees”), and must be strictly observed. Failure to do so could result in disciplinary action up to and including termination.
The Company is committed to the highest standards of ethics and business conduct. The Company conducts its business as a good corporate citizen and complies with all laws, rules and regulations applicable to it or the conduct of its business. This commitment and standard of conduct governs our relationships with customers, suppliers, partners, competitors, the communities in which we operate, and with each other as Employees at every organizational level.
The Code is an expression of our core values and represents a framework for decision-making. To this end, Employees are responsible for understanding the Code and acting in accordance with it. The Code cannot and is not intended to cover every applicable law, rule or regulation or provide answers to all questions that may arise; for that, we must ultimately rely on each Employee’s good sense of what is right, including a sense of when it is proper to seek guidance from others with respect to the appropriate course of conduct.
The Code does not in any way constitute an employment contract or an assurance of continued employment. It is for the sole and exclusive benefit of the Company and may not be used or relied upon by any other party. The Company may modify or repeal the provisions of the Code or adopt a new Code at any time it deems appropriate, with or without notice.
Compliance with Laws, Rules & Regulations - Employees are required to comply fully with all laws, rules and regulations affecting the Company’s business and its conduct in business matters. The Company does business in a number of jurisdictions where applicable laws, rules, regulations, customs and social requirements may be different from those in the Kingdom of Saudi Arabia.
It is the Company’s policy to abide by the national and local laws of nations and communities in which business of the Company is conducted. The fact that in some countries certain standards of conduct are legally prohibited, but these prohibitions are not enforced in practice, or their violation is not subject to public criticism or censure, will not excuse any illegal action by an Employee. In the case of any conflict between foreign and Kingdom of Saudi Arabia law, or in any situation where an Employee has a doubt as to the proper course of conduct, it is incumbent upon an Employee to immediately consult the Chief Legal Officer of the Company.
Beyond the strictly legal aspects involved, Employees at all times are expected to act honestly and maintain the highest standards of ethics and business conduct, consistent with the professional image of the Company.
Confidential &Proprietary Information - One of the Company’s most valuable assets isinformation. Employees should maintain the confidentiality of information (whether or not it is considered proprietary) entrusted to them not only by the Company, but also by suppliers, customers and others related to our business.
Confidential information includes all non-public information that, if disclosed, might be of use to our competitors or harmful to the Company, or its customers or suppliers. Examples of confidential information include trade secrets, new product or marketing plans, customer lists, research and development ideas, manufacturing processes, or acquisition or divestiture prospects.
Employees should take steps to safeguard confidential information by keeping such information secure, limiting access to such information to those Employees who have a “need to know” in order to do their job, and avoiding discussion of confidential information in public areas such as in elevators, on planes and on mobile phones.
Confidential information may be disclosed to others when disclosure is authorized by the Company or must be made pursuant to laws or regulations. The obligation to preserve confidential information is ongoing, even after termination of employment.
Employees must base business decisions and actions on the best interest of the Company. Accordingly, Company policy prohibits conflicts of interest. A conflict of interest occurs when an individual’s personal interest interferes in any way—or even appears to interfere—with the interests of the Company as a whole.
A conflict situation can arise when an Employee or a member of his or her family takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively.
Conflicts of interest also arise when an Employee, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Such conflicts of interest can undermine our business judgment and our responsibility to the Company and threaten the Company’s business and reputation.
Accordingly, all apparent, potential, and actual conflicts of interest should be scrupulously avoided. Though it is not possible to list every activity or situation that might raise a conflict of interest issue(s), the list below is included to help you recognize some of the more significant ones:
- Corporate Opportunities. Taking personally opportunities that are discovered through the use of corporate property, information or position, or using corporate property, information or position for personal gain or competing with the Company. Such action is prohibited.
- Gifts. Receiving from, or giving to, a supplier, customer or competitor, gifts, gratuities, special allowances, discounts or other benefits not generally available of more than nominal value.
- Outside Activity. Engaging in any outside activity that materially detracts from or interferes with the performance by an Employee of his or her services to the Company.
- Outside Employment. Serving as a director, representative, employee, partner, consultant or agent of, or providing services to, an enterprise that is a supplier, customer or competitor of the Company.
- Personal Interests. Having a direct or indirect personal interest in a transaction involving the Company.
- Personal Investments. Directly or indirectly, owning a material amount of stock in, being a creditor of, or having another financial interest in a supplier, customer or competitor.
All potential and actual conflicts of interest or material transactions or relationships that reasonably could be expected to give rise to such a conflict or the appearance of such a conflict must be promptly communicated to the Chief Legal Officer of the Company. Employees should take care to report conflicts to a person who they believe is not involved in the matter giving rise to the conflict.
The Company’s success depends on building productive relationships with one another and third parties based on honesty, integrity, ethical behavior and mutual trust. Every Employee should endeavor to deal fairly with each of our customers, suppliers, competitors and other Employees.
No Employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practices.Employees, agents or contractors of Buinsberry must not make any false or misleading statements regarding its competitors or the products of its competitors, customers or suppliers. Buinsberry must not enter into agreements/ discussions with competitors about any matter relating to competition between Buinsberry and its competitor, such as sales prices, marketing strategies, market shares and allocation of market, territories, supply and sources or customers.
Use of Assets
Protection and Proper Use of Assets - Proper and efficient use of Company, supplier, customer and other third party assets, such as electronic communication systems, information (proprietary or otherwise), material, facilities and equipment, as well as intangible assets, is each Employee’s responsibility. Employees must not use such assets for personal profit for themselves or others. In addition, Employees must act in a manner to protect such assets from loss, damage, misuse, theft, removal and waste.
Finally, Employees must ensure that such assets are used only for legitimate business purposes. However, in limited instances, Company assets may be used for other purposes approved by management.
Reporting of any Illegal or Unethical Behavior - Any Employee who is aware of any illegal or unethical behavior or who believes that an applicable law, rule or regulation or the Code has been violated, must promptly report the matter as follows:
- To the Chief Legal Officer of the Company, or
- In accordance with the Company’s Policy and Procedures for the Submission of Complaints Pertaining to Accounting, Internal Accounting Controls, Auditing and Other Matters.
In addition, an Employee who has a concern about the Company’s accounting practices, internal controls or auditing matters must report his or her concerns as follows:
- To the Chief Legal Officer of the Company, or
- In accordance with the Policy and Procedures for the Submission of Complaints Pertaining to Accounting, Internal Accounting Controls, Auditing and Other Matters, or
- In accordance with the Company’s Policy on Communications with the Audit Committee and the Board.
Any Employee wishing to make a report with respect to any of these matters anonymously, or to discuss a sensitive issue or question, may call the Buinsberry Legal Officer or write directly to Chairman
This Code will be enforced on a uniform basis for everyone, without regard to an Employee’s position within the Company. If an Employee violates the Company's Code, he will be subject to disciplinary action. Supervisors and managers of a disciplined Employee may also be subject to disciplinary action for their failure to properly oversee an Employee’s conduct, or for retaliation against an Employee who reports a violation(s).
The Company’s response to misconduct will depend upon a number of factors including whether the improper behavior involved illegal conduct. Disciplinary action may include, but is not limited to, reprimands and warnings, probation, suspension, demotion, reassignment, reduction in salary or immediate termination. Employees should be aware that certain actions and omissions prohibited by the Code might be crimes that could lead to individual criminal prosecution and, upon conviction, to fines and imprisonment.
Occupational Health and Safety - In keeping with its Occupational Health and Safety Policy, occupational health and safety is a top priority at the Company. We will strive to ensure safe working conditions, equipment and work sites. The Company promotes Employee involvement and accountability in identifying, preventing and eliminating hazardous conditions and the risks of Employee injury.
Health and safety in the working environment, product quality and operating efficiency are inseparable. The Company will ensure continuous improvement in health and safety performance through close cooperation among management, Employees and unions, which will contribute to the health and safety of Employees and the success of the organization. The Company is committed to:
- Make Employee health and safety a priority in all aspects of management practices;
- Establish, communicate and enforce, with the Employees’ involvement, work site-specific rules and safe work methods;
- Promote and develop the awareness, leadership and accountability of Employees in health and safety through their involvement in continuous improvement processes;
- Measure its health and safety performance in accordance with established standards, and communicate the results to the Employees; and
- Conduct health and safety audits to confirm that its management practices meet policy objectives, legislation and the principles of sound management.
In keeping with its Environmental Policy, the Company is committed to conducting its business in a manner that protects the environment, conserves resources, reduces its environmental footprint and ensures sustainable development. The Company continuously seeks to improve its environmental performance by setting, reviewing and updating environmental goals.
The Company maintains high standards of accuracy and completeness in its records. These records serve as the basis for managing the Company’s business, for measuring and fulfilling the Company’s obligations to stakeholders, Employees, suppliers and others, and complying with zakat, financial, and other reporting requirements. Financial records should be maintained in accordance with the requirements of law and generally accepted accounting principles. In preparation and maintenance of records, all Employees must:
- Record and report information accurately and honestly;
- Comply with the Company’s accounting standards, practices, rules, regulations and controls, and with those of relevant authorities in the Kingdom and elsewhere;
- See that all entries are promptly and accurately recorded and properly documented. The Company’s records are subject to internal and external audit. No entry may intentionally distort or disguise the true nature of any transaction;
- Never establish any undisclosed or unrecorded funds or assets for any purpose;
- Maintain books and records that will fairly and accurately reflect the Company’s business transactions;
- Comply with the Company’s Record Retention Policy.
Discrimination and Harassment - In keeping with its Discrimination and Harassment Policy, the Company respects the dignity, rights and aspirations of each Employee and is committed to provide an equal opportunity work environment free from discrimination and harassment.
Buinsberry will not tolerate discrimination or harassment based upon race, religion, national origin, sex, disability, age, military status, or any other basis prohibited by law. The Company will fully observe obligations under affirmative action programs and other laws designed to protect associates. Kingdom of Saudi Arabia laws prohibit employment discrimination, including hiring, termination, promotion and training on the basis of race, religion, national origin, age and disability, and other protected characteristics.
Non-discrimination requirements also prohibit secret harassment, discriminatory harassment or inappropriate conduct of a harassing nature directed against any individual on the basis of any characteristic protected by law.