Page 65 - 2023 Auunal Report - EN

64 ANNUAL REPORT 2023

Sixth Rule

Promoting Professional Conduct and Ethical Values

• Professional conduct and ethical values criteria and determinants:
Establishing the professional conduct and ethical values culture within the Company reinforces the investor’s confidence
in the integrity of the Company and soundness of its financial statements. The board of directors and executive man-
agement, as well as all the Company personnel, complied with the internal policies, regulations, legal and regulatory
requirements, leading to the fulfilment of the interests of all parties related to the Company, particularly shareholders,
without conflict of interests, and with high level of transparency. The Company governance framework approved by the
board of directors comprises a number of determinants and criteria addressing the establishment of the principle of the
compliance of each of the board of directors and executive management’s members with all the laws and instructions,
represent all shareholders and compliance with achieving the interest of the Company, the interest of shareholders and
interest of other stakeholders and not only the interest of a specific group. Further, it comprises the board of directors
or executive management member’s non use of the job influence of the position in order to fulfil a personal interest or
any personal goals for him or others, as well as avoiding the use of the Company resources and assets to achieve per-
sonal interests, use such assets and resources in the optimum manner to fulfil the objectives of the Company. Further,
the Company has laid down a tight system and a clear mechanism preventing the board members and personnel from
exploiting the information they accessed by virtue of their position for their personal benefit, in addition to prohibiting
the disclosure of information and data of the Company except in the cases permitted by the law, as well as confirming
the laying down of procedures regulating operations with the related parties and that there should be a clear segregation
between the Company’s interest sand those associated with the board of directors member through the board’s laying
down of mechanisms for having the Company interests dominate over the interests of its members. Further, the board
member shall comply with disclosure to the board if he has any common interests with the Company, whether directly or
indirectly. The board member is also prohibited from participating in the discussion or expressing the opinion or vote on
any topics presented to the board in which he has a direct or indirect common interest with the Company. Furthermore,
the Company personnel may internally report their doubts on any improper practices or matters raising suspicions in the
financial reports, internal control systems or any other matters. The Company permits undertaking an independent and
fair investigation of any matter presented to it and guarantee to offer the informer in good faith the confidentiality which
ensures his protection against any negative reaction or damage which he may sustain as a result of his reporting of such
practices.

• Policies and mechanisms for controlling cases of conflict of interests
The Company board has laid down the mechanisms and policies in connection with controlling the cases of conflict of
interests, methods of addressing and handling them and updated them as part of the corporate governance framework,
taking into consideration the content of the Companies Law.
The policies have indicated that member of the board may notify the board of his personal interest in the businesses and
contracts concluded for the Company’s account, and that
such reporting is confirmed in the minutes of the meeting. The member holding the interest may not participate in voting
on the decision passed in this respect.
Furthermore, the chairman shall notify the general assembly upon convening of the businesses and contracts in which
one of the board members has a personal interest. This notification shall be enclosed with a report from the auditor.