Directors Code of Conduct
It is a fundamental policy of the Company to conduct its business with honesty, integrity and in accordance with the highest professional, ethical and legal standards. The Company has adopted a comprehensive Code of Conduct (Code) for members of the Board of Directors. The Code defines acceptable and unacceptable behaviour, provides guidance to Directors in specific situations that may arise and foster a culture of honesty, accountability and high standards of personal and professional integrity.
Salient Features of the Code
1.Conflict of Interest
Each Director must avoid any conflict of interest between the Director and the Company, its associated or subsidiary undertaking(s). Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, should be disclosed promptly.
2. Corporate Opportunities
Directors are prohibited from taking for themselves personally, opportunities related to the Company’s business; using the Company’s property, information or position for personal gain or competing with the Company for business opportunities.
Directors must maintain the confidentiality of information entrusted upon to them by the Company and any other confidential information about the Company and its associated or subsidiary undertaking(s) that comes to them, except when disclosure is authorized by the Chairman of the Board or legally mandated.
4. Honesty, Integrity and Fair Dealing
Directors must act honestly and fairly and exhibit high ethical standards in dealing with all the stakeholders of the Company.
5. Compliance with Laws, Rules and Regulations
Directors shall comply with laws, rules and regulations applicable to the Company including but not limited to the Companies Ordinance, 1984, Listing Regulations of the Stock Exchanges and Insider Trading Laws.
6. Encouraging the Reporting of any Possible Illegal or Unethical Behavior
Directors should take steps to ensure that the Company promotes ethical behavior; encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation; encourages employees to report violation of laws, rules, regulations, Company policies and procedures or the Company’s Code of Conduct to appropriate personnel; and informs employees that the Company will not allow any retaliation for reports made in good faith.
7. Trading in Company Shares
Certain restrictions / reporting requirements apply to trading by the Directors in Company shares. Directors shall make sure that they remain compliant with these statutory requirements.
8. Compliance Procedures
Directors should disclose any suspected violations of this Code promptly in the immediate subsequent meeting of the Board of Directors.
9. Compliance Officer
Company has designated Company Secretary as a Compliance Officer to administer the Code. Directors, at their discretion may make any report or complaint provided for in this Code to the Chairman of the Board or to the Compliance Officer. The Compliance Officer will refer complaints submitted to the Chairman of the Board.
10. Public Company Reporting
As a public company it is of great importance the Company’s filings with the SECP and concerned Stock Exchange(s) on which the shares of the Company are or may be listed be full, fair, accurate, timely and understandable. Directors may be requested to provide information necessary to ensure that the Company’s published reports meet these requirements. The Company expects directors to provide prompt and accurate answers to enquiries relating to its public disclosure requirements.
11. Disclosure of Interest
Directors are also required to disclose, at the time of appointment and on an annual basis the directorship and/ or memberships they hold in other companies.