Code of Conduct

Company’s Mission

Dear Business Partners,

No one disagrees to the virtue of Honesty and Integrity. They are the basis upon built the edifice of Alesayi Trading Corporation in 1961 and they are the same basis to the Company to move forward for development and achievement of goals, where we have a well-established faith that honesty is the greatest policy. Likewise; we believe that ‘Integrity’ and ‘Morality‘ are two faces of the same coin, where these three attributes represent the essence and basis of Islamic civilization, as well as the essence and basis of any civilization. Without these attributes corruption will prevail and people would lose their rights, as if we still living in the Dark Ages. Hence, we will never deviate from this faith, no matter whatever are the circumstances, which necessitates all of us to exercise the highest standards of ethical, legal and professional conduct at all times and circumstances and abide by them in performing the Company’s business, and so as without a slightest bargaining, or partiality, or negligence.

Fraudulent practices may differ in the nature of their causes. However, they have common constants: (“Corruption”) this evil which has spread among communities like wildfire and has damaged the reputation and economy of many countries. Particularly; the developing countries, including the honest companies, due to inflating of the contracts, as well as honorable competent employees in both public and private sectors, due to nepotism and lack of justice and fairness. Therefore, our good government has enacted strict laws to fight corruption in all its forms, has identified sanctions and fines and established the National Anti-corruption Commission – (Nazaha), and allocated financial rewards for whistleblowers and signed on United Nations Convention against Corruption on 9 Jan, 2004.

In terms of our responsibilities toward the company and its employees, rights of competitors and society as a whole; we have established clearly articulated compliance policy, so as to enforce a tone of compliance in all parts of the company and safeguarding it from being used as a channel for illegal transactions. Thus, we will not accept from any employee any justification for any violation or any error, under the pretext of (lack of clarity of policy).

Therefore, we expect our business partners to perform business honestly and fairly, and abide by ethical, legal and professional conduct in dealing with any entity or individual, and to immediately report actual and/ or potential misconduct to the Company’s management.

Bandar Saeed Alesayi

Chief Executive Officer

1. Introduction

Alesayi Trading Corporation – ATC has implemented the Code of Conduct for Business Partners on the 10^th of May, 2018. This Code of Conduct applies to all ATC Managers, officers, all employees including temporary staff, staff from Subcontractor Company working for ATC, and its Distributors and Suppliers.

The Code of Conduct provides guidelines to ensure that all the aforementioned parties conduct their activities in compliance with Saudi laws and international ethical standards followed by major multinational companies, so as to preserve their existence, reputation and credibility. The Compliance is the responsibility of all ATC Personnel. Note, however, that the Code is not exhaustive. All personnel shall strive to exercise good judgment, care and consideration in their services.

2. Principles & Rules

ATC has defined its values as best in class of automotive service provider, accountable and prepared. Living up to these values requires ATC and its personnel to act with integrity.

ATC has a comprehensive Compliance Policy which, requires all its staff to adhere to the highest standards of business and abide by personal, legal and professional conduct in perfoming their duties. ATC personnel must practice fair dealing, honesty and integrity in dealing with customers, suppliers, competitors, government officials and shareholders.

All ATC Personnel, regardless of position, shall avoid and actively discourage others from any act or omission that would be in contradiction to the guidelines of the code; even if such act or mission otherwise may appear to be in the interest of the company.

If you are uncertain whether a particular activity is legally or ethically acceptable, you should consult with your immediate manager or the compliance function in ATC.

Any breach of Code of Conduct will not be tolerated and may lead in accordance with applicable laws to terminate contract or even prosecution.

• PS: You will henceforth consult with ATC

3. Personal Behavior

Every Business Partner and Supplier of ATC shall act as a representative of the Company, i.e. He or she shall treat everyone with a full respect, whether being a business partner, third party agency or retail customer. Honesty and integrity should always reign on our business dealing. Respect for other cultures is one of our major principles. Therefore, any form of harassment, discrimination, threatening or degrading will not be tolerated.

4. Equal opportunity

ATC is an equal opportunity Business Partner. Thus, no business partner and/ or supplier shall be subjected to detracting because of sectarian and creed, religion, color or gender in terms of ‘masculinity or femininity’, or because of race, descent, or the tribe, or because of nationality or the region or city or town they belong to, or because of the social class in which he belong to, or because of ideological affiliation, or adopt a different point of view and/ or other professional factors such as quality, time …etc

5. Financial History

All Business Partners and Suppliers should abide by KSA Trade Rules and Regulations and shall have a clean bill issued by SAMA – Saudi Arabian Monetary Agency.

6. Political Contributions

ATC is politically neutral and will not contribute (nor its Business Partners) to any political party or politician. Utilizing of ATC name to endorse any political campaigns or for the benefit of a specific political interest is strictly prohibbited.

7. Fair Competition

ATC believes in Free trading and Fair competition and winning business in an ethical and legal way by providing the best services and products in line with company’s core values of respecting the rights of competitors and refrains from making unfair or degrading comments about competitors and their offers and urges its partners to adhere to these principles and values. Therefore, no partner of ATC shall only engage in open market agreements abide by KSA rules and regulations and transparency, and avoid any agreement which restrict fair competation. Partners are not allowed to exchange of information regarding prices, terms and conditions for sales or other market information with competitors.

8. Compliance with Laws and Regulations in KSA

All Partners to ATC shall strictly comply with all applicable laws and regulations in the Kingdom of Saudi Arabia. Business Partners are not permitted to violate applicable laws in connection with any transaction or business with ATC.

Business Partners must obey the Ministry of Saudi Labor and Human Rights Commission laws. No illegal hiring, black market immigrants, child abuse or human trafficking.

9. Anti-Bribery & Corruption

In its simplest form; a bribe is an illegal transaction. Bribery is usually a sum of money giving to other, in order to gain an advantage.

ATC personnel and its business partners are prohibited from offering, or promising to give money or gifts that are equivalent to cash to any person, public officials, competitor representatives, or any third party with the intent of causing the recipient to do something favoring the ATC, oneself, or any other parties.

Any offering of money or payment of bribe is a violation of this Code of Conduct. The punishment and LIABILITY will fall upon all parties involved in such activities, which will lead to a sanction of five years in prison and fine of SAR 500,000, in accordance with Anti-Bribery Law.

Business Partners shall not offer ATC staff any gifts, money, or benefits to gain a transaction with ATC.

10. Facilitation Payments

Facilitation payments; sometimes known as “grease” payments are generally illegal. These can be small amounts demanded by providers of services to secure or ‘facilitate’ services to which you are entitled, such as connecting a telephone or obtaining a visa. Equally, they can be inducements that are offered by business people to customs, immigration and other officials to ‘jump the queue’ or ‘speed up’ the granting of services and permits.

ATC prohibits facilitation payments. This applies irrespective of whether or not local law permits facilitation payments.

If facilitation payments are demanded or paid under duress, then they are to be recorded and reported to ATC Management.

11. Gifts, Hospitality and Entertainment

a) Gifts
Gifts must be modest, reasonable and infrequent. They should be provided openly. Partners of ATC should not offer or receive valuable gifts. In case of government tender it is strictly prohibited to offer  the officials any gifts. Moreover, Suppliers and Partners of ATC are prohibited to offer / receive any gifts in connection to give quotations or applying to new business between those parties. Gifts also must never be offered or provided with the intent of causing the recipient to do something favoring the ATC and/ or its partner or to refrain from doing something disadvantaging the ATC and/ or its partner.
b) Hospitality and Entertainment
Business partners should not offer ATC employees any unusual hospitality, where  ATC covers all travel expenses to its staff. In respect of prospective clients, partner should not exaggerate with providing hospitality.

ATC does not provide entertainment to any participant attending its business meetings, conferences or comparable events, unless the entertainment is an appropriate and incidental part of such events.

For more knowledge about Anti-bribery Law, please visit the website of the Bureau of Experts At the Council of Ministers [SA] on the below link:

https://www.boe.gov.sa/printsystem.aspx

12. Anti-Money Laundering

Money-Laundering: Commission of any actual or attempted act aimed at concealing or camouflaging the fact of funds acquired contrary to legislation or Regime, to make it look as proceeds from legal sources.

The relevant staffs must not carry out any trade dealing or similar under anonymous or fictitious names, and must verify the identity of the clients based on official documents at the beginning of dealing with such clients, or upon conducting trade deals therewith directly, or with persons on their behalf. They must further verify the official documents for entities with a juristic characteristic, which illustrate the facility name, address and the names of its owners, and the authorized signatories’ managers, as determined by the Implementing Regulation of this Law.

It is strictly prohibited the acceptance of cheques issued by any person, other than the client. Same thing applies to money transfer from banking accounts not belonging to the client’s account or his company’s account. Furthermore, it is prohibited to accept transfers from the customer’s bank account(s) abroad.

For more details regarding Anti-Money Laundering Law and requirements of Know your Customer (KYC) and Ongoing Due diligence Process, please visit website of SAMA on the below link:

www.sama.gov.sa/ar-sa/AntiMoney/Pages/RulesAndRegulations.aspx

13. Conflict of Interests

A conflict of interest arises where business decisions are made for partner’s and / or an employee’s personal interest rather than that of the business.

Business Partners should not have interests that may actually be in conflicts with ATC interests or, perceived to be in conflict. ATC fully respects partners’s private lives, but expects them to avoid situations that could result in a conflict between their personal interests and those of the company. Examples of conflict of interest:

• Any of business partner acts as an official of; or as adviser to any governmental agency which has regulatory or supervisory power over ATC;
• Any relative of any of business partners is currently an employee of ATC;
• Any employee of ATC or one of his relatives held ownership with distributor or supplier of the ATC.

Any situation that could forms an actual or potential conflict of interest should be disclosed to ATC Compliance Officer or HR officials.

14. Confidentiality

ATC considers that its Business Information is its most important asset. All information of contracts, Business contacts, quotations, ATC Personnel / Clients Personal information and data shall not be divulged under any circumstance, in accordance with Personal Data Protection Law.

Moreover, Information such as Technology and Processes, markets, financial matters and customer base are confidential as well.

We have Non-Disclosure Agreements in place to protect sensitive information, and shall be respected to the letter.

Confidential information pertaining to other parties that inadvertently comes into the possession of ATC should be handled with care.

15. Insider Information

ATC partners and Suppliers who inadvertently came to know an Insider Information shall abstain from trading and giving advice concerning trade in the securities of any of Alesayi Companies and other listed companies on basis of inside information. Inside Information is non-public information that if publicly known, may influence the price of the securities. Inside information shall be handled as confidential information and adequate measures shall be taken to prevent unauthorized Personnel from gaining access to it.

16. Whistleblower

ATC is very committed to its reputation of being an excellent Automotive Service Provider and this Reputation shall be maintained. This why, we impose on our Personnel and Business Partners to follow the highest standards with regard to ethics, integrity, and compliance with laws. ATC always conducts regular audits to ensure that all aspects of the Code of Conduct and applicable laws are followed. Thus, we ask our Staff and Business Partners to exercise their good judgment for best practices.

Any bisness partner or Supplier who learns of a potential and/ or actual violation of applicable laws or this Code of Conduct is required to promptly report the ATC Management or Compliance Manager. Such case will be addressed confidentially. If not possible, the person who reports his suspicion will be protected from retaliation in any form.

17. Documentation and Sales Records

ATC is always committed to keep Accurate Sales Documentation and Records, and preserve high transparency standing in all of the company’s dealings. We commit ourselves to not falsify any documents nor misleading or misrepresentation of actual facts. All transactions must be documented completely and accurate in ATC books and records. These Books shall be kept in safe places for at least ten years as a minimum from the ending date of the transaction or the relationship with the customer or the real beneficiary, unless the Competent Authorities request for keeping such documents for longer period. However, no disposal of these documents shall takes place prior to obtaining a written approval from ATC Management.