Chapter One: General Provisions
Article One: Title and Applicability
- 1. This policy shall be referred to as the "Conflict of Interest Policy for Aseel Capital Company" and is an integral part of the company's internal regulatory framework.
- 2. The policy aims to establish controls and procedures for managing conflicts of interest, ensuring compliance with relevant laws and regulations while promoting transparency and effective governance.
- 3. The provisions of this policy apply to all relevant parties, including Board members, Board committees, executive management, major shareholders, employees, suppliers, contractors, and subcontractors.
- 4. This policy is considered complementary to the provisions of the Companies Law, the Capital Market Law and its implementing regulations, and any other relevant laws or regulations.
Article Two: Definitions
For the purposes of this policy, the following terms shall have the meanings assigned here:Company:Aseel Capital Company.
Board:The Board of Directors of the Company.
Executive Management:This includes the company's CEO and other members of the executive management team.
Related Parties:This term refers to the company's shareholders, Board members, senior executives, and any entities owned or managed by them or their relatives.
Conflict of Interest:Situations in which an individual has, or is likely to have, a relationship or interest that may affect their impartiality in decision-making, or that could result in direct or indirect personal gain.
Concerned Parties:This includes Board members, executive management, employees, suppliers, contractors, and subcontractors.
Company:Aseel Capital Company.
Board:The Board of Directors of the Company.
Executive Management:This includes the company's CEO and other members of the executive management team.
Related Parties:This term refers to the company's shareholders, Board members, senior executives, and any entities owned or managed by them or their relatives.
Conflict of Interest:Situations in which an individual has, or is likely to have, a relationship or interest that may affect their impartiality in decision-making, or that could result in direct or indirect personal gain.
Concerned Parties:This includes Board members, executive management, employees, suppliers, contractors, and subcontractors.
Chapter Two: Oversight of Policy Implementation and Responsibilities
Article Three: Oversight of Policy Implementation
- 1. The Audit Committee is responsible for overseeing the policy implementation, reviewing potential cases and transactions that may involve conflicts of interest, and submitting relevant recommendations to the Board of Directors.
- 2. The Board of Directors is responsible for implementing this policy and ensuring compliance with its provisions by all relevant parties.
- 3. The Executive Management is responsible for increasing employees' awareness of the policy provisions, ensuring compliance, and reporting any potential violations.
Article Four: General Obligations
All parties involved are required to follow these guidelines:- 1. Full adherence to this policy and any updates made thereto.
- 2. Immediate disclosure of any current or potential conflicts of interest.
- 3. Refraining from exploiting positions or information for personal benefit.
- 4. Keeping company-related information confidential and refrain from using it for personal gain or for the benefit of third parties.
Chapter Three: Managing Conflicts of Interest Cases
Article Five: Identifying Conflicts of Interest
Conflicts of interest include, but are not limited to:- 1. Exploiting one's position or access to information for personal advantage.
- 2. Establishing businesses that directly compete with the company's operations.
- 3. Making decisions or engaging in transactions that benefit a company or another party in which the individual has a direct or indirect interest.
- 4. Participating in activities with suppliers or competitors that may impact job performance impartiality.
- 5. Receiving personal benefits as a result of one's position or employment.
Article Six: Disclosure of Conflicts of Interest
- 1. All relevant individuals must complete the Conflict of Interest Disclosure Form at the start of their relationship with the company and update it regularly or upon any significant changes.
- 2. Disclosures shall be directed to the Legal Department or the Audit Committee, depending on the nature of the case, for appropriate action.
- 3. All disclosures must be documented in a dedicated register and retained for reference when needed.
Chapter Four: Managing Conflicts of Interest with Related Parties
Article Seven: Conflicts of Interest Related to Major Shareholders
- 1. All transactions involving major shareholders must adhere to the same terms and standards that apply to other parties to ensure fairness and transparency.
- 2. Any transaction that involves major shareholders shall be disclosed in accordance with the relevant laws and regulations.
- 3. Board members who have concerns are not allowed to vote on any decision involving transactions in which they hold a direct or indirect interest.
Article Eight: Conflicts of Interest Involving Board and Committee Members
- 1. Board and committee members are not allowed to exploit their positions for personal benefit.
- 2. Any member must disclose any relationship or interest that could influence their impartiality in decision-making.
- 3. A board member must not engage in any competing activity without obtaining the General Assembly’s approval in accordance with the Companies Law.
Article Nine: Conflicts of Interest Related to Executive Management and Employees
- 1. Employees must not engage in any transactions or business activities that conflict with the company's interests.
- 2. Employees are required to disclose any relationships or personal interests that could impact the integrity of their work within the company.
- 3. Employees who breach this policy may face disciplinary actions according to the company's internal regulations.
Chapter Five: Disclosure and Transparency
Article Ten: Audience Disclosure
- 1. The company is committed to transparently disclosing any material conflict of interest on its website, including:
- Conflicts of interest associated with hosted investment funds.
- Relationships with related parties.
- Fees and commissions imposed by the company.
- 2. Disclosures shall be updated periodically to ensure compliance with applicable regulations.
- Conflicts of interest associated with hosted investment funds.
- Relationships with related parties.
- Fees and commissions imposed by the company.
Article Eleven: Review and Update of Disclosures
- 1. The company shall review all conflict of interest disclosures biannually to ensure their accuracy and compliance with regulations.
- 2. All disclosures and updates must be documented and shared through official approved channels.
Chapter Six: Final Provisions
Article Twelve: Penalties and Disciplinary Actions
- 1. Any violation of this policy will be deemed a breach, which may result in disciplinary actions per the company's regulations and applicable laws.
- 2. All violations shall be referred to the Audit Committee for review and appropriate action.
Article Thirteen: Policy Review and Update