CODE OF CONDUCT

We are committed to conducting our business activities on the principles of integrity, fairness and high ethical standards. This statement of Business Ethics constitutes the basis on which Dawood Hercules Corporation Limited (hereinafter called “the Company”) conducts its business. The Board of Directors and all employees, advisors and any others associated with the Company (“Associates”) are the custodians of the excellent reputation for conducting our business according to the highest principles of business ethics.

• Company Statement On Business Ethics Practice
  • This statement of Business Ethics constitutes the basis on which Dawood Hercules Corporation Limited (hereinafter called “the Company”) conducts its business. The Board of Directors and all employees, advisors and any others associated with the Company (“Associates”) are the custodians of the excellent reputation for conducting our business according to the highest principles of business ethics. The reputation of the Company not only affects whether or not someone will do business with us, it also determines the pride we feel to be associated with the Company.
  • We are committed to conducting our business activities on the principles of integrity, fairness and high ethical standards, in honest and sincere alignment with our Core Values and in full compliance with all the applicable laws and regulations. We also believe in treating our Associates with the same principles in order to build mutual respect, open communication, confidence and trust.
  • In order to maintain and enhance our reputation for integrity in our business, it is important for all of us individually and collectively to adhere to the highest moral, ethical and legal standards. For this purpose, the Company has clearly defined a Business Code of Conduct (the “Code”) which sets below the values, rules and standards expected of usfor our behaviors and actions.
• Our Core Values

  • Integrity:

    We will conduct ourselves with uncompromising ethics and honesty at all times, in all situations, both professionally and personally. We will build our own credibility and contribute to creating a culture of trust.

  • Diversity:

    We will respect the dignity, rights and views of others and will provide unrestricted opportunity for personal advancement to employees irrespective of gender, ethnicity, beliefs, cultures and religions. We will treat others in the same way as we, ourselves, would want to be treated.

  • Accountability:

    We will be accountable as individuals and as employees for our ethical conduct and for compliance with applicable laws, policies and directives of the management. We will take full ownership for our actions and results and will not pass on blame to others if something does not work out.

  • Commitment to Excellence:

    We will drive and achieve results while pursuing the highest standards and maximizing the use of resources. We will develop a growth mind-set and commit to continuous improvement, learning and being an agent of positive change.

  • Teamwork:

    We will work as a team to achieve common goals and solve problems whilst fairly recognizing and rewarding individual contributions on merit. We will help each other, provide constructive feedback and resolve conflicts in an amicable manner.
• Rules

  The Company takes pride in adhering to its principles and values and shall continue to perform its business on the basis of the following standards/rules and all its Associates, vendors and consultants are expected to abide by the same.

  3.1 Corporate Governance and Compliance with Law:

  • a. The Company will set a high standard of corporate governance. Policies for conducting business shall be based on transparency and integrity and will comply with applicable laws of the country, SECP regulations and contemporary accounting standards, both international and local.
  • b. The Company’s funds shall not be used, directly or indirectly, for the purpose of any unlawful payments. This includes, but is not limited to, any activities that are, or relate to money laundering and terrorism financing.
  • The concept of free and open competition underlines various applicable laws on competition. Associates are advised not to enter into discussions or arrangements with competitors or suppliers that would violate these laws in any way. Developing any alliance within any segment or industry related to any of our businesses or associated companies with the intent to distort pricing and availability is contradictory to our business code of conduct

  3.2 Accounting and Recording:

  • a. All assets and financials of the Company must be accounted for accurately and as per applicable regulations.
  • b. Falsification of records for any reason shall not be tolerated. Do not make false or fraudulent entries in records, expense statements/claims, invoices or any other documents nor alter them with mala-fide intention or without authorization.

  3.3 Confidential Information Protection:

  • a. Ensure compliance with the Company’s Confidential Information Protection Policy. Neither solicit Confidential Information from others nor disclose the Company’s Confidential Information to any unauthorized person or party. These obligations apply, both, during association/employment with the Company and at least five (05) years subsequent to it.
  • b. “Confidential Information” means any intellectual property, including copyright material, trade secrets, patents, organizational strategy, data and information about business transactions, including but not limited to investments, divestments, mergers and acquisitions, cost, pricing, margins, information about customers, suppliers and any policies, documents and information relating to the business and financial activities of the Company, payroll/remuneration information, confidential information about other companies, insider information, and any other critical information that any individual may make, discover or have access to during the course of their association/employment with the Company and any information generated by the Associates individually or collectively that contains, reflects, or is derived from any of the foregoing. Any unauthorized disclosure of which could, but not limited to, embarrass, harm or otherwise damage the Company’s business, assets, shareholders and/or its reputation. Confidential Information in whatever medium shared whether unmodified or modified by Associates, whenever and however disclosed whether or not classified, communicated or marked as confidential shall be construed as Confidential Information.
  • c. Ensure a non-disclosure agreement is signed with all external parties prior to starting any assignment with them.

  3.4 Conflict of Interest:

  • Any unfair or corrupt practices either to solicit business for the Company or for personal gain is fundamentally inconsistent with the Company’s business code of conduct. Avoid situations in which personal interest, relationships and activities conflict with or interfere with your duty to be loyal to the Company and prevent you from acting in the best interest of the Company at any time. Ensure compliance with the Company’s Conflict of Interest Policy

  3.5 Outside Directorship:

  • Associates are sometimes invited to serve on the Board of Directors of for-profit organizations that are not part of the Company structure. Such directorships may provide benefits to the Company under certain circumstances such as broadened perspective, knowledge of significant issues or deepen an individual’s understanding of financial or other business disciplines. However, no employee should accept such offers of Directorship without prior written permission from the Company. Directors, if offered a directorship at another company must disclose it to the Board and ensure there is no conflict with the Company’s interest.

  3.6 Use of Company Assets:

  • Use the assets of the Company solely for the benefit of the Company and for legitimate business purposes and not for personal gain. The assets of the Company are much more than company funds, its physical assets (including but not limited to, land, machinery, office equipment, tools, vehicles, etc.), inventory, office supplies, furniture and fixtures. It also includes all intellectual property and other Confidential Information.

  3.7 Electronic Communication and Technology:

  • a. The communication services, computers, and all other electronic systems, including email, internet, cloud services, etc. provided by the Company are for the sole purpose of conducting the Company’s business. These systems are not intended to be used for conducting personal business, playing games, storing personal documents, or for any other personal reason. Nor should they be used in any way that may be seen as insulting, disruptive or offensive by other persons. Inappropriate use of the Company’s communications and/or computer systems may result in disciplinary action, up to and including termination.
  • b. All electronically based computer programs and software are owned and licensed to the Company and may not be used or copied for personal use or for any non-Company business purpose. Users are prohibited from installing any unauthorized software onto computers owned by the Company.
  • c. All portable equipment and communication devices provided to the user for business use must be returned in good working condition when such equipment is no longer required or prior to separation from the Company. Any damage beyond reasonable wear and tear shall be the financial responsibility of the user.
  • d. Associates must refer to and ensure compliance with the Company’s detailed IT Policy.

  3.8 Gifts:

  • The Company’s business interests are best served when it is free from influences of any sort. Therefore, as a standard business practice, the Company discourages the giving and receiving of gifts and entertainment except in cases where it is required for business needs. Associates must ensure compliance with the Gift and Business Entertainment Policy which defines the rules, criteria and authority limits for giving/receiving gifts and entertainment.

  3.9 Safety, Health and Environment:

  • a. The Company is committed to providing a safe and healthy workplace to its Associates and to visitors. The Company is equally committed to preventing deterioration of the environment and minimizing the impact of its operations.
  • b. We each have a responsibility to abide by safe operating procedures, to guard our own and our fellow Associates’ safety and health, and come up with ideas for environment-friendly work practices that will help to control environmental hazards and pollution.
  • c. Associates must ensure compliance with the HSE procedure, report incidents, hazards and near misses and share learnings in order to build a culture of safety.

  3.10 Dealing with Each Other:

  • We each have a responsibility to treat all people with professionalism, courtesy and honesty and respect their dignity, rights and views, without discriminating against ethnicity, national origin, culture, beliefs, religion, age, gender, gender orientation, disability, etc.
  • b. Effective teamwork is an essential part of a productive workplace. You must contribute to your team by acknowledging the contributions of others and cooperate with other team members assisting them whenever required.
  • c. Ensure compliance with the policy on “Protection against Harassment at the Workplace” and “Workplace Etiquette” guidelines.

  3.11 Corporate Social Responsibility:

  • a. The Company is fully committed to the principle of Corporate Social Responsibility (CSR) and CSR will become embedded, where appropriate, into our policies and practices, to the benefit of Associates as well as the wider community. Refer policy on Corporate Social Responsibility for more detail.
  • b. The Company believes in making charitable contributions and community development without political and religious affiliations and without demand or expectation of any business return. The Company shall contribute its resources with an unprejudiced approach for the betterment of society and the environment.

  3.12 Representing the Company in Media:

  • Only authorized spokespersons shall be entitled to speak on behalf of the Company in front of public gatherings and media and especially in the event of a crisis. Corporate Affairs shall help in developing the speech and Company material to be presented.

  3.13 Agreements:

  • Agreements with agents, advisors or consultants must be in writing and must clearly and accurately set forth the services to be performed, and the applicable remuneration. Any such payments must be reasonable in amount, not excessive in light of the practice in the trade, and commensurate with the value of the services rendered. Such agreements may be publicly disclosed if required by law or court at any time.

  3.14 Talent Acquisition:

  • The Company will ensure its recruitment and selection process is based on merit and free from discrimination.

  3.15 Auditing:

  • The Company’s internal and external auditors shall be given access to information necessary for them to conduct audits properly and accurately.
• Implementation

  4.1 Employees’ Responsibility:

  • a. This Business Code of Conduct defines the standards expected of us for all our actions and behaviors while working for the Company. Any failure to adhere to the provisions contained herein can make the violator liable for disciplinary action up to and including termination.

  4.2 Managements’ Responsibility:

  • Management is responsible for ensuring that the provisions of this Code are implemented and used to guide the actions of Associates under their respective supervision and to hold them accountable for compliance.

  4.3 Board of Directors’ Responsibility:

  • a. The Board of Directors of the Company are committed to ensuring that management is conducting its business in accordance with the provisions of the Code
  • b. The Board upon notification of willful violations of this Code shall assure that violations will be addressed, and that proper corrective action is taken.
  • c. The Board will further see that measures are put in place to prevent recurrence of violation.
• Reporting Violations And Action Against Breach
  • a. Associates must report any violations to the designated authority as per the procedure defined in the Whistleblower Policy and documented on the Learn & Share Report. This will ensure that proper action is taken for any reported violations.
  • b. Any breach of this Business Code of Conduct shall be sufficient grounds for the Company to initiate disciplinary action (Refer Disciplinary Action Procedure – Annexure G) against any violator. If the violation is proven, the Company will have the right to terminate the employment or contract without giving any notice or pay in lieu thereof and may seek legal recourse against the violator, if required.
  • c. The Company will ensure that Associates reporting a violation do not face any retaliation, demotion, penalty or any other adverse consequences due to reporting and that all cases are dealt with in a fair and just manner.
• Amendments
  • The Company reserves the right to change or withdraw all or any part of the policy at any time. Any deletions / additions of rules shall be reviewed by the Board Audit Committee and approved by the Board.