Disclosure & Conflict of Interest Policy
Within the responsibilities and duties of Aseel Company is developing a written and transparent policy for dealing with actual or potential conflicts of interest that could affect the performance of the members of the board of directors, the executive management, or other employees of the company when they deal with the company or with other stakeholders.
It is required that this policy include the stipulated requirements in the Corporate Governance Regulations issued by the Authority and the Companies Law. In light of this, the board has developed a policy of conflict of interest and potential conflict cases.
This policy applies to the stakeholders listed below:
All members of the company's board of directors and employees are obligated to disclose and report their following personal interests immediately:
A corporate conflict of interest arises when the private personal interests of persons interfere in any way with the general interests of the company. Aseel platform recognizes and respects the fact that “Concerned Persons” have personal interests and have the right to participate in various activities if this does not in any way conflict with the general interests of the company.
The following are examples of conflict-of-interest cases or situations that could create a conflict of interest:
The goal of the policy:
- The purpose of this policy is to set out the policies and procedures regulating conflicts of interest for: the company’s shareholders, the board of directors, the company’s committees, senior executives, employees, auditors, consultants, and other stakeholders as needed (together referred to in this Policy as “Concerned Persons”). This policy also aims to assist the 'Concerned Persons' to deal with cases of conflict in accordance with legal requirements and in accordance with the objectives of accountability and transparency that the company applies in its operations.
application of the policy:
This policy applies to the stakeholders listed below:- 1.Major shareholders of the company who own 5% or more of the company's capital.
- 2.Members of the company's board of directors, committees, and advisors.
- 3.Senior executives.
- 4.Company employees.
- 5.Members of investment committees in funds.
- 6.Auditors and company advisors.
- 7.Other stakeholders as the case may require.
Confidentiality:
- 1.Maintaining confidentiality of information related to the company and its activities and abstaining from disclosing it to any person or entity.
- 2.Members of the board of directors are not allowed to divulge the company's secrets they have come across. They may not use what they know by virtue of their membership to achieve an interest for themselves, one of their relatives, or others. Otherwise, they must be isolated and demanded compensation.
Disclosure of conflicts of interest:
All members of the company's board of directors and employees are obligated to disclose and report their following personal interests immediately:- 1.Any interest in an investment or ownership in a business or facility that has an interest or provides any service to any of the company’s subsidiaries or receives any interest from the company.
- 2.A commercial activity or facility that performs a specific service or seeks to perform a service with any of the company's subsidiaries, such as banks, media outlets, or others.
- 3.Any interest with a customer, client, or any other facility that receives a service or any benefit from the company.
- 4.A business, a client, or any other facility that is able to benefit from any actions taken by a member of the board of directors or an employee.
- 5.The direct and indirect interests of a member of the board of directors, senior executives, the secretary of the board of directors, and any of their relatives.
- 6.Summary of current or proposed employment contracts for board members, CEO, and senior executives with the company.
- 7.Full details of any contract or arrangement in which the CEO, a member of the board of directors, or any relative of these parties has a fundamental interest in and is essential to the company's business. Otherwise, submission of a statement to negate that is required.
Overview:
A corporate conflict of interest arises when the private personal interests of persons interfere in any way with the general interests of the company. Aseel platform recognizes and respects the fact that “Concerned Persons” have personal interests and have the right to participate in various activities if this does not in any way conflict with the general interests of the company.
The following are examples of conflict-of-interest cases or situations that could create a conflict of interest:- 1.When a concerned person uses his or her position on Aseel platform, information, or business opportunities that he or she obtains while working for the company to obtain personal benefits or to achieve the benefits of a third party.
- 2.When a “Concerned Person” establishes a company that engages in a business similar to that of the company.
- 3.When a “concerned person” such as a member of the board of directors in his field of work makes a decision or enters into a transaction or purchase for the benefit of a company in which he has an interest.
- 4.When an employee and/or one of his or her relatives do any business for suppliers, sub-suppliers, or competitors.
- 5.When a “Concerned Person” has a business or interests that may make it difficult for him to perform his work objectively and effectively for the company.
- 6.When a Concerned Person, or a member of his or her family, receives illegal personal benefits because of his or her position in Aseel.
- 7.Aseel and stakeholders must consider that the company’s interest should be given priority in the event of a conflict of interest, according to the best available circumstances. The “Concerned Persons” shall also refrain from influencing the company’s decisions in any action that creates a potential conflict of interest, including abstaining from voting on any decision or order that is subject to a potential conflict of interest, and to disclose any conflict of interest that arises due to their relationship with the company in accordance with the means and methods of disclosure determined by this policy and the relevant regulations in the Kingdom of Saudi Arabia.
- 8.Nepotism or cronyism in the employment process in Aseel. In case a family member or a friend applies for a job, the concerned person must not mediate for their employment and must leave matters running according to the procedures and policies set by the company without direct or indirect influence or interference.
Supervision of the application and cases of policy violation:
- The Audit Committee supervises the implementation of this policy by reviewing cases, transactions, and contracts that take place with stakeholders or that may involve a case of conflict of interest and submitting any recommendations it deems appropriate to the board of directors. In addition, any violation of this policy is reported per the procedures specified in the (whistle-blowing policy), the policy of regulating the relationship with stakeholders, and the grievance policy.
Reviewing and amending this policy:
- This policy shall be implemented as of the date of its approval by the board of directors, and the board shall review this policy periodically as necessary. This policy shall not be modified except with the approval of the board.
Publication:
- This policy is published on the company's website in order to enable the relevant parties to view this policy or through any other means of publication deemed by the board of directors.
Cases of conflict of interest:
The stakeholders referred to in the above paragraph must refrain from dealing with the company or one of its subsidiaries (which falls within its group) in any business that could create a potential conflict of interest, except for what is in accordance with the rules included in this policy and the regulations and laws in force in the Kingdom.
The conflict of interest is represented in the following:1. Conflict of interest associated with major shareholders:
- 1.All transactions and contracts made with major shareholders and their relatives who own 5% or more of the company’s shares, directly or indirectly, or who have a controlling stake in any of its subsidiaries (which fall within its group) are subject to the same conditions as transactions with third parties.
- 2.All transactions with major shareholders and their relatives who own 5% or more of the company's shares, directly or indirectly, or who own a controlling stake in any of its subsidiaries (which fall within its group) shall be disclosed according to the laws and regulations.
2. Conflict of interest related to the board of directors:
- 1.A member of the company’s board of directors may not have any interest (direct or indirect) in the business and contracts made for the company.
- 2.A member of the board of directors shall inform the board of his or her personal interest in the business and contracts that are made for the company. Such notification shall be recorded in the minutes of the meeting, and the interested member may not participate in voting on the decision issued in this regard.
- 3.The Chairman of the board of directors shall be informed of the business and contracts in which any member of the board of directors has a personal interest. This shall be done after the board of directors has verified that the board member has competed with the company’s business or is competing with it in one of the branches of activity that it exercises in accordance with the rules it approves, provided that these businesses are verified on an annual basis, and a special report from the chartered accountant (the external auditor) is attached to this notification.
- 4.A member of the Board of Directors may not, in accordance with the regulations set by the competent authority, participate in any business that would compete with the company, or trade-in any of the branches of the activity in which he is engaged.
- 5.When appointing financial and legal advisors, auditors, and members of investment committees in funds, the board should take into account the requirements of independence and cases of conflict of interest in accordance with the regulations issued by the Capital Market Authority.
The following are included in the concept of participating in any business that would compete with the company or compete with the company in one of the branches of its activity:
- 5.1. When a member of the board of directors establishes a company or owns an influential percentage of shares in another company or facility that engages in an activity of the type of the company's or any of its groups.
- 5.2. When a member accepts membership in the board of directors of a company competing with the company or its group.
- 5.3. When a member obtains a commercial agency or the like, whether apparent or hidden, for a company or other facility competing with the company.
3. Conflicts of interest related to the executive management and employees of the company
- Any external work activity (related to work) carried out by any executive officer in the administration must be reported to the board of directors, and the board must approve it. It must also be disclosed in accordance with the laws and regulations in this regard.
In the event that the executive officer or the employee wants to do this matter, he must submit the matter to the CEO of the company to be studied, evaluated, and make a recommendation regarding it to the company’s board of directors in preparation for issuing the appropriate decision in this regard.
4. Conflicts of interest related to external and internal auditors and consultants:
- 1.The company's external auditors must be independent.
- 2.The internal auditor’s independence should be maintained, and adequate support should be provided to him or her to carry out the internal audit work, provided that the internal auditor reports functionally to the audit committee and administratively to the company’s management.
- 3.When appointing any financial or legal advisor or external auditor, consideration should be given to cases of conflict of interest and what is stipulated in the laws issued by the regulatory authorities in this regard.
5. Conflicts of interest related to other stakeholders:
- All transactions and contracts made with suppliers and other customers of the company are subject to the same conditions as transactions with third parties in terms of evaluation, fairness of implementation, disclosure, or notification.
6. Additional provisions:
- 1.Members of the board of directors, committees, and employees are prohibited from exploiting or benefiting from any of the company's assets, information, or investment opportunities offered to them or to the company to achieve any personal interest or any other purpose that does not fall within the activities of Aseel. That includes investment opportunities that fall within the company's activities or which the company wants to benefit from. The prohibition applies to the board member who resigns in order to take advantage of investment opportunities - directly or indirectly - which the company wants to take advantage of and which he or she learned about during his membership in the board of directors.
- 2.A member of the board of directors is prohibited from voting on the board of directors’ resolution in the business and contracts that are done for the company’s account if he or she has a direct or indirect interest in them.
- 3.It is not permissible for any of the members of the board of directors and senior executives to accept gifts from any person who has commercial dealings with the company if such gifts would lead to a conflict of interest. However, symbolic gifts whose value does not exceed 1000 SAR can be accepted.
- 4.When a member of the board of directors or a member of the fund committee raises the possibility of a conflict of interest, that member shall abide by the following:
- 4.1. Not to participate in discussions or listen to the discussions of the board or the committee on the subject in which has an interest, with the exception of answering questions or disclosing essential facts.
- 4.2. Refrain from voting on decisions after notifying the board. In all cases, when the board votes on a topic in which a board member has an interest, the voting process must be conducted in secret.
1. Conflict of interest associated with major shareholders:
- 1.All transactions and contracts made with major shareholders and their relatives who own 5% or more of the company’s shares, directly or indirectly, or who have a controlling stake in any of its subsidiaries (which fall within its group) are subject to the same conditions as transactions with third parties.
- 2.All transactions with major shareholders and their relatives who own 5% or more of the company's shares, directly or indirectly, or who own a controlling stake in any of its subsidiaries (which fall within its group) shall be disclosed according to the laws and regulations.
2. Conflict of interest related to the board of directors:
- 1.A member of the company’s board of directors may not have any interest (direct or indirect) in the business and contracts made for the company.
- 2.A member of the board of directors shall inform the board of his or her personal interest in the business and contracts that are made for the company. Such notification shall be recorded in the minutes of the meeting, and the interested member may not participate in voting on the decision issued in this regard.
- 3.The Chairman of the board of directors shall be informed of the business and contracts in which any member of the board of directors has a personal interest. This shall be done after the board of directors has verified that the board member has competed with the company’s business or is competing with it in one of the branches of activity that it exercises in accordance with the rules it approves, provided that these businesses are verified on an annual basis, and a special report from the chartered accountant (the external auditor) is attached to this notification.
- 4.A member of the Board of Directors may not, in accordance with the regulations set by the competent authority, participate in any business that would compete with the company, or trade-in any of the branches of the activity in which he is engaged.
- 5.When appointing financial and legal advisors, auditors, and members of investment committees in funds, the board should take into account the requirements of independence and cases of conflict of interest in accordance with the regulations issued by the Capital Market Authority.
The following are included in the concept of participating in any business that would compete with the company or compete with the company in one of the branches of its activity:
- 5.1. When a member of the board of directors establishes a company or owns an influential percentage of shares in another company or facility that engages in an activity of the type of the company's or any of its groups.
- 5.2. When a member accepts membership in the board of directors of a company competing with the company or its group.
- 5.3. When a member obtains a commercial agency or the like, whether apparent or hidden, for a company or other facility competing with the company.
3. Conflicts of interest related to the executive management and employees of the company
- Any external work activity (related to work) carried out by any executive officer in the administration must be reported to the board of directors, and the board must approve it. It must also be disclosed in accordance with the laws and regulations in this regard.
In the event that the executive officer or the employee wants to do this matter, he must submit the matter to the CEO of the company to be studied, evaluated, and make a recommendation regarding it to the company’s board of directors in preparation for issuing the appropriate decision in this regard.
4. Conflicts of interest related to external and internal auditors and consultants:
- 1.The company's external auditors must be independent.
- 2.The internal auditor’s independence should be maintained, and adequate support should be provided to him or her to carry out the internal audit work, provided that the internal auditor reports functionally to the audit committee and administratively to the company’s management.
- 3.When appointing any financial or legal advisor or external auditor, consideration should be given to cases of conflict of interest and what is stipulated in the laws issued by the regulatory authorities in this regard.
5. Conflicts of interest related to other stakeholders:
- All transactions and contracts made with suppliers and other customers of the company are subject to the same conditions as transactions with third parties in terms of evaluation, fairness of implementation, disclosure, or notification.
6. Additional provisions:
- 1.Members of the board of directors, committees, and employees are prohibited from exploiting or benefiting from any of the company's assets, information, or investment opportunities offered to them or to the company to achieve any personal interest or any other purpose that does not fall within the activities of Aseel. That includes investment opportunities that fall within the company's activities or which the company wants to benefit from. The prohibition applies to the board member who resigns in order to take advantage of investment opportunities - directly or indirectly - which the company wants to take advantage of and which he or she learned about during his membership in the board of directors.
- 2.A member of the board of directors is prohibited from voting on the board of directors’ resolution in the business and contracts that are done for the company’s account if he or she has a direct or indirect interest in them.
- 3.It is not permissible for any of the members of the board of directors and senior executives to accept gifts from any person who has commercial dealings with the company if such gifts would lead to a conflict of interest. However, symbolic gifts whose value does not exceed 1000 SAR can be accepted.
- 4.When a member of the board of directors or a member of the fund committee raises the possibility of a conflict of interest, that member shall abide by the following:
- 4.1. Not to participate in discussions or listen to the discussions of the board or the committee on the subject in which has an interest, with the exception of answering questions or disclosing essential facts.
- 4.2. Refrain from voting on decisions after notifying the board. In all cases, when the board votes on a topic in which a board member has an interest, the voting process must be conducted in secret.
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