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ANNUAL REPORT
2016
S
ixth 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 inves-
tor’s confidence in the integrity of the Company and soundness of its financial statements. The board of
directors and executive management, 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 par-
ties 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 num-
ber 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 personal 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 in-
terests 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 Compa-
ny 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, 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 con-
tracts in which one of the board members has a personal interest. This notification shall be enclosed with
a report from the auditor.
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