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Conflict of Interest Policy
Aseel Capital Company is dedicated to upholding the highest standards of governance and transparency in its operations. This policy establishes a clear regulatory framework for managing both actual and potential conflicts to ensure the proper handling of conflicts of interest. This approach reinforces compliance with applicable regulations and protects the company's and its stakeholders' rights.
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.

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.

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

  • 1. The Audit Committee shall review this policy annually to ensure it aligns with the latest regulatory updates.
  • 2. The policy cannot be amended without the approval of the Board of Directors.
  • 3. The policy will take effect on the date it is approved by the Board of Directors.

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