1. Reporting Violations of the Code
Employees who suspect or may be aware of violations of the code shall bring these violations to the attention of the Conduct Committee. Nuqul Group strictly prohibits retaliation against employees who raise concerns regarding unethical business behaviour or any violations to company policies and procedures. The Conduct Committee ensures anonymity and encourages all of NG employees to report unethical behaviour in the workplace. Employees shall have reasonable grounds for suspecting a violation and must do so in good faith effort. Reporting false information is contrary to this code.
If the employee hears about or witnesses a violation of this code, there are several ways to submit his/her concern and get closure. First, ensure that a violation to the code occurred or will occur and if warranted try to substantiate it with conclusive evidence. There are several ways to submit the concern verbally or in writing through:
• Informing your immediate supervisor or the next level of management.
• Direct Mail Nuqul Group- PO Box 830994 Amman 11118 Jordan
• E-mail hotline@nuqulgroup.com
• Web: “www.nuqulgroup.com/hotline”
• Call the Hotline-
Jordan 080022261
Egypt 0800000158
KSA 8008962261
UAE 80009620261
How will your concern be addressed?
When warranted, an investigation will be launched to substantiate the claim. Information in the report will be shared with an investigation team. If claim had merit and substantiated evidence the Conduct Committee will take disciplinary and corrective action.
Disciplinary Actions:
The matters covered in the Code of Conduct are of the utmost importance to the Company, its stakeholders and its business partners and are essential to the company’s ability to conduct its business in accordance with its stated values. It is expected that all the employees, agents, contractors and consultants adhere to these rules in carrying out their duties for the company.
The company will take appropriate action against any employee, agent, contractor or consultant whose actions are found to violate the articles of this code. Disciplinary action may include immediate termination of employment or business relationship at the Company’s sole discretion.
Where the Company has suffered loss, it will pursue its remedies against individuals or entities responsible.
Revisions and Updates:
At Nuqul Group we understand the changes to our business environment and that new challenge affecting the business and its reputation may arise. Therefore, our attitudes and behaviours may be affected and revisions to the code may apply. The Conduct Committee is responsible for making revisions to the code when warranted. Additionally, any questions regarding the interpretation of the code should be directed to the Conduct Committee.
2. Financial Reporting and Record Keeping
It is the policy of Nuqul Group that management is responsible for preparation of complete and accurate monthly and annual financial statements in accordance with the International Accounting Standards and for maintaining appropriate accounting and financial records with complete supporting documentation. It is the responsibility of management to establish adequate internal controls to ensure the integrity of their financial information.
Employees are responsible for the accuracy and timeliness of actual and forecasted financial information and the compliance with Nuqul Group financial policies and procedures and internal controls over financial reporting.
Standard:
• Record all transactions accurately and timely in the proper accounting period
• All journal entries must be supported by proper approval and documentation such as contracts, invoices...etc
• Safeguard company financial records
• Budgets, forecasts, financial estimates and accruals must be supported by appropriate analysis and good faith judgment
• Information requested for third party or for regulatory compliance should be complete, accurate, timely and understandable
Examples:
• Falsification of document
• Recording artificial entries in company records with the intention to cause a misstatement to company financials or distort the true nature of a transaction
• Avoiding disclosing a fund or asset in the company's accounting records
3. Violations of Company Policies and Procedures
NG has established and documented company policies and procedures and corporate standards to abide by when conducting business. It is the responsibility of all NG employees to comply with these established policies and procedures. Any violations of company policies and procedures should be reported directly to the employee's immediate supervisor, company management or directly to the Conduct Committee.
4. Confidentiality
Employees of NG should respect the value and ownership of information they receive in the course of their professional relationships and transactions and do not disclose information without appropriate authority unless it is a legal or professional obligation to do so. The use or disclosure of confidential information is for the employer’s purpose only and not for personal benefit of others.
Standard:
• The authorized spokespersons and designated Group contacts for the financial information are only the NG Chief Executive Officers (the “CEOs”), and the Chief Financial Officer (the “CFO”) or whomever is delegated by them.
• Maintain the confidentiality when conducting oral or written communications. Such communications may include, but not limited to:
Management presentations, speeches and conferences
Interviews and media inquiries
Providing information or “guidance” as to business performance or results
Responding to market rumours
Contacts with financial parties covering the Group.
Reviewing financial parties’ reports and similar materials
Analyst and investor visits, including question and answer sessions
Postings on Company websites, Portal.
Documents for external publication
Use of Group name or brand names in news releases, announcements, collateral materials, advertisements, websites, etc.
• Maintain the privacy of all matters, activities, trade secrets and other information related to the Company
• Preserve confidentiality, the disclosure and discussion of confidential information should be limited to those needing to know the information
• Ensure the confidentiality of the Company's relations and dealings with suppliers, agents, intermediaries and other third parties
• Requests for information from the media or any other source, which falls outside the scope of the ordinary duties and authorities of an employee, should be referred immediately by the employee to their direct supervisor.
• Providing company information or reports to someone outside NG company without a legitimate business purpose or management approval is not allowed.
• Any third party other than NG employees such as consultants who participate in meetings where Company confidential information may be disclosed or are otherwise privy to confidential information of the Company must sign a confidentiality agreement approved by the legal advisor of the company prior to the event.
• All NG employees upon joining shall sign a confidentiality agreement prepared for such purpose and approved by the legal advisor of the company. Employees who violate such agreement will be subject to the disciplinary action procedure according to the Jordanian / Country of Operation Labour Law.
Examples:
• Providing copies of correspondence, documents, papers, records and any relevant information concerning the Company to a third party without obtaining the proper approval
• Taking company documents or records when terminated
• Verbally discussing confidential financial information with a third party or with a colleague outside your own department
• Oral or written discussion of :
Earnings and sales information and forecasts
Customers, suppliers, distributors and potential business acquisitions
Business, structure, plans and strategy
Formulas and pricing
Processing, machines, inventions and know-how
Upcoming new products and other innovations
5. Competition Ethics
Employees of NG should not offend other competitive parties through verbally abusing them or demonstrating their defects and imperfections in order to highlight the merits and advantages that we enjoy, at the expense of offending other competitive parties.
6. Compliance with the Law
Our company’s goal is to be a model of corporate business; we are strongly committed to conducting our business affairs with the highest standard of integrity and honesty and full compliance with all applicable laws, rules and regulations. No employee of NG shall commit an illegal or unethical act, or instruct others to do so, for any reason.
Standard:
• Present complete, accurate and true financial information
• Complete and file all required government forms accurately and in a timely manner
• Comply with Labor regulations of each country
• Where laws have been violated, the company will cooperate fully with the appropriate authorities.
Examples:
• Providing false information to the authorities when requested
• Hiring labourers that do not have proper work authorization
• Violation of trade laws
• Unfair labor practices
• False declaration of statutory deductions.
7. Behaviour in the Workplace
Nuqul Group employees shall be aware of and respect dignity and worth of people, culture, traditions of each country, individuals' differences including those based on age, gender, ethnicity, culture, national origin, religion, language and take it into consideration when working with members of such groups. All employees shall uphold the values of equality, tolerance and respect for other colleagues’.
Standard:
• Respect your colleagues regardless of their ethnic backgrounds or religion
• Encourage and support other colleagues to adhere to this Code
• Assist each other in professional development
• Review the work of others in an objective manner
Examples:
• Take undue credit of others work
• Unfairly intervening in the work of others
• Use of ones position to intimidate or threaten others
8. Intellectual Property Protection Policy
It is the Company’s policy to protect, maintain and defend its rights in all its intellectual property (patents, trade secrets, trademarks, copyrights) and all employees are required to safeguard these assets.
Standard:
• Respect the intellectual property of other companies and not receive from an employee, proprietary information about his or her prior employer
• Do not introduce or divulge information about a new product or service before patent application has been filed or a decision has been made not to file an application
• The company is legally entitled to all rights in ideas, inventions and works relating to its business that were made by the employee during his employment or while using the company’s resources
• Employees must not violate trade mark laws and intentionally or unintentionally use a registered trade mark in any country
Examples:
• Disclosing company’s product designs
• Disclosing company’s patent documents, searches, drafting of licences and agreements.
• An employee knowingly using a trade mark registered to another company
9. Fair Dealing
Each employee of NG should endeavor to deal fairly with customers, suppliers, competitors and contractors at all times and in accordance with ethical business practices. Activities shall be designed and carried out to avoid giving ground for reasonable complaint, misleading, deceptive or unfair sales practices.
Standard:
• Employees must not receive or take bribes, payments, or engage in any business dealings which are intended to influence a business decision or compromise independent judgment
• Employees must not accept any fee or compensation beyond that received for any matter related to his/her job
• Inform the consumer as to the characteristics of the products or services offered
• Clarify the terms of the offer, so that the consumer may know the exact nature of what is being offered and the commitment involved in the placing of an order
• Provide accurate and understandable answers to all questions from consumers concerning the product and the offer
• Avoid intentionally directing business to a supplier or customer with a business owned or managed by a relative or close friend
Examples:
• Activities and behaviours that can give ground for a reasonable complaint.
• Request for payment for something other than a legitimate business purpose.
• Employees who discuss the possibility of a bribe to a vendor or government official to secure a certain deal.
• Kick backs from suppliers.
• Hide any special gifts or discounts from customers
10. Conflict of Interest
NG employees must not be involved in any activity or transaction that may give rise to a conflict between his/her own personal interest and that of the Company.
Standard:
• Employees should not hold any financial interest, directly or indirectly with any Company supplier or client. Any relation that may raise a question of a conflict of interest must be disclosed to company management
• Employees should not use their positions and/or influence to gain any personal favour or return for his/herself, family member or a friend. Additionally, employees must not use any of the company’s assets for personal use.
• Management approval must be obtained prior to accepting any employment or directorship from any company that may or may not have business relations with NG.
• Employees must not take advantage of their positions or any opportunities that may appear during the use of the company information or property.
Examples:
• Employee who participates in outside activity, which directly or indirectly competes or conflicts with the values of NG or appears to conflict with the job responsibilities
• Engaging in outside business or activity or other employment, directorship during regular business hours
• Accepting gifts, discounts or special offers from vendors or other business associates that may not be available to other company employees
• Using the employee's influence to offer a friend or a relative employment at any of NG companies
• An employee within the Procurement Department that is a supplier
11. Protection of Company’s Assets
NG employees must use the workplace assets whether tangible or intangible for legitimate business purposes only. Company assets include and are not limited to equipment, vehicles, inventory, computers & software's, company information and trademarks. It should be all employees concern to protect the assets and use them in an efficient manner.
Standard:
• Employees must not engage in any activity that would result in misuse of the company assets or use the assets for their personal benefit or for the benefit of anyone other than the company
• Employees must not use company assets to benefit from a personal financial gain this includes theft of assets
Examples:
• Collusion between two or more employees to steal cash, inventory or any other asset
• Collusion between an employee and a customer or supplier to receive products or payments without a legitimate business purpose
• Theft
• Use of company staff, phones, vehicles, computer systems and equipment for personal use
• Not exercising due care when selling company’s assets
12. Safety, Health & Environmental
Nuqul Group is committed to achieving environmental, health and safety (EHS) excellence by complying with all relevant Occupational Health and Safety laws and regulations.
Standard:
• Employees must adhere to health and safety laws and regulations and all related Group policies designed to ensure safe working conditions at all times.
• Employees must alert management to any potential hazards or unsafe practices that might cause an accident or injury in the workplace.
• All consumer complaints regarding product or services safety issues shall be reported to the appropriate quality, safety and legal personnel to review and take action accordingly.
• Any concerns regarding quality or safety of products in production must be reported to the appropriate quality and safety officers
Examples:
• Employees who do not comply with company safety regulations
• Complaints about company products where no action is taken by company management
• Observations by Safety/Quality officers regarding product Safety/Quality that are not reported.
• Not meeting the country of operation safety standards
13. Gifts
Employees must not solicit or accept any favour, service, benefit or gratuity for him/herself, relative or friends, which is granted to, or performed for him/her by reason of employment with the corporate, except for gifts of entertainment of value less or equal to 3% of the employee’s basic salary. Gifts of higher value than the 3% of the basic salary should be declared as follows:
- Employees to related chiefs.
- Chiefs to CEOs
- CEOs to BOD
14. Equal Opportunity
Nuqul Group ensures that employees are treated equally regardless of their race, colour, religion, sex, age, marital status, national origin, and physical disability during their term of employment or upon hire.
Standard:
• Nuqul Group is committed to providing equal employment opportunities to all employees and job applicants.
• The basic criteria for appointment and promotion of all employees will be based on merit i.e., appropriate qualifications and performance
• The action under Equal Opportunity shall include but is not limited to the following employment practices: recruitment, hiring, promotion, transfer, training or termination in addition to rates of pay as long as it is compatible with the Labour Law and does not interfere with the performance of duties.
Example:
• Rejection of employment application or denial of employment opportunity to the potential candidate on the basis of race, age, sex or religion
• Denial of a promotion based on a personal issue
• Termination of employment without a valid reason that justifies terminating the employee (having double standards)
15. Hiring Relatives
It is highly inevitable in an area which is predominantly occupied by the same or similar community of people to avoid recruiting relatives. At the same time Nuqul Group through its policy regulates employment of relatives in various operating companies by applying principles of equal opportunity and being a fair employer. It is the intent of this policy that employee relatives from the first to the fourth degree should not be recruited within one Company to avoid any conflict of interest.
Standard:
• Application Form should be thoroughly reviewed to find out if the applicant has any relatives employed within the Company in which he/she is seeking employment
• If a relative of a staff member is being considered, that staff member should not justify the need for the appointment; be involved in selecting the appointee or directly supervise the appointee
• An employee must disclose any personal relationship when a relative is a customer or a supplier Any conflict of interest issues must be disclosed by the employee whether relating to a customer, supplier or employee
Example:
• An employee is employed without disclosing his/her ties to an employee of the Group
• Two or more employees with ties working in one company or department
• A distributor or a customer who is a relative to you has a financial interest with the company
16. Harassment
Nuqul Group is committed to providing a work environment free of unlawful harassment. The Group’s policy prohibits all such harassment that is unlawful involving both genders. Harassment consists of verbal, graphic or physical actions that may create an intimidating or hostile work environment. In addition, if you believe you have been sexually harassed, you can submit a complaint through the Corporate Integrity Hotline
Standard:
• It is the responsibility of management to provide a work environment that is free from intimidation and harassment
• It is the responsibility of NG employees to avoid engaging in harassment activity and to immediately report any incident of harassment.
Example:
• Making jokes or inappropriate comments about a co-worker
• Verbally intimidating or threatening an employee