Policy For Reporting Infringing Practices
Policy for reporting Infringement Practices
1 – Objective: The purpose of this policy is to define the guidelines for reporting any company-related conducts or practices that violate applicable laws, regulations and rules or raise doubts as to the financial statements or the internal audit controls or others, to facilitate the method by which Stakeholders report to the Board, whether such conducts or practices are against them or not, and to conduct the necessary investigations in that regard.
2 – Scope: This policy applies to all Stakeholders, including employees, creditors, clients, and suppliers, as well as the community members dealing with the company to submit their complaints or report Infringement practices.
3 – Policy Owner: Internal Audit Department
4 – Definitions: Infringement Practices: All types of violations, improper behaviors, illegal acts or unprofessional conducts or acts contrary to the company’s policies, values, procedures and instructions committed by those who work for the company, its representative or those who have direct or indirect relation with the company, whether such acts committed by its Board of Directors or committees’ members, current employee(s), subsidiaries, joint ventures, contractors, suppliers, clients, partners or volunteers. This includes acts committed within the company’s headquarters or outside affecting its name, performance of its employees, or exposing it to criticism. Infringement practices include any non-compliant activity, regardless of the place of occurrence, as long as it is related to the company’s name, whether inside or outside the Kingdom, and in accordance with the relevant provisions.
5 – References: This policy has been developed pursuant to Article (84) of Corporate Governance Regulation (CGR) issued by Capital Market Authority under resolution No. (8 – 16 – 2017), dated 16/05/1438 H, corresponding to 13/12/2017 G, which provides to the effect that “The Board shall, based upon a proposal from the audit committee, develop the necessary policies and procedures to be followed by Stakeholders when submitting complaints or reporting any violations”.
6 – Policy Description:
6.1 This policy is deemed to be complementary to applicable legislations and laws in KSA, Companies Law, Capital Market Law, Gasco’s articles of association, its policies and instructions.
6.2 The company shall consider while handling reports on infringement practices the statute of limitations in accordance with the laws, legislations and regulations of offenses and violations in KSA, and the laws, regulations, and policies of the company.
6.3 This policy may not apply to situations where the employee clearly and transparently – away from confidentiality – submits a complaint or a specific issue through the designated usual methods or administrative channels.
6.4 Types of Infringement Practices:
6.4.1 Administrative and Financial Corruption: Any violation to the rules, provisions, policies, and procedures followed by the company that govern and regulate the progress of work, or misuse of legal powers or authorities, with the intention of obtaining a benefit or eliminating a material or moral harm to the offender, whether directly or indirectly, including, but not limited to, theft, embezzlement, bribery, forgery, and fraud, including concealment, loss or destruction of official documents and papers, money laundering, securities manipulation, insider trading, conflict of interest, financial misconduct, accounting and data manipulation, or abuse of power, etc.
6.4.2 Violating Applicable Laws and Legislation: Violating any binding law or legislation whenever the obligation is on the company. Thus, the company shall bear the consequences of violation, whether legal or professional obligation.
6.4.3 Violation of Health, Environment and Safety Procedures: Any behavior that would cause damages to the environment, or the workplace, threaten the security and safety of workers and property, or pose a threat to the health, safety, and security of any person.
6.4.4 Inappropriate or Immoral Conduct: Any behavior that would denigrate the company, or its employees, expose it to criticism, or cause damage to it as a result of inappropriate or immoral conduct, including discrimination of gender, race, religion, disability, etc.
6.4.5 Misuse of Company Property or Assets: Any conduct that would lead to the use of the company’s property or assets in an illegal or unauthorized manner, or misuse, risk its safety, tamper with it, or failure to maintain it, including publishing company data or sharing its documents and information with others unjustly.
6.4.6 Misrepresentation: Any statements or acts that may encourage or lead to distortion, manipulation, concealment or destruction of information at an inopportune time, whether by mistake or on purpose in order to cause deception or misleading.
6.4.7 Concealing any act contrary to the applicable laws, regulations and instructions concerning any of the above-mentioned situations.
6.5 Company Obligations:
6.5.1 Confidentiality: The company may not disclose the identity of the reporter, whether it disclosed its name or not, exert every possible and appropriate effort to maintain confidentiality ensuring the safety of the reporter and not to be held accountable, except in situations where the law requires the company to disclose the identity of the reporter to conduct the necessary investigation by the relevant official authorities according to the nature of the violation, provided that the company shall maintain the confidentiality of the report and related data. This policy encourages reporters to disclose their names when reporting any violations as investigation and follow-up may not be possible unless the source of the information is identified.
6.5.2 Guarantees and Protection: The company shall provide adequate protection and guarantees for the reporter. Accordingly, situations of revenge, harassment, abuse or oppression for reporting violations will not be accepted.
6.5.3 Provision of Necessary Means of Reporting: The company shall ensure the easiness of submitting stakeholders’ reports while maintaining confidentiality and non-disclosure through the company’s website, e-mail, or recorded calls ensuring their delivery in a timely manner.
6.5.4 Fairness and Objectivity: The company shall handle all submitted reports with due seriousness, regardless of their nature, type, adequacy of information, or the name and position of the reporter, provided that it shall follow and conduct all procedures and investigations that ensure that the due diligence is exercised to verify the subject of the violation and the adequacy of evidence, including communicating professional advisors or relevant parties involved in reporting to give their testimonies to ensure that corrective measures and remedies are taken without delay, and to prevent worsening of the violation and consequences thereof.
6.5.5 Observance of Company Interest: The company shall consider first and foremost its interest regardless of other interests, whether such interests are related to shareholders, employees, clients, or other stakeholders. Furthermore, it shall consider achieving the required balance between the right of any reporter to receive protection and the necessary guarantees to speak freely and without fear, and the right of the company and its employees to protect them from any false allegations that may harm their reputation or cause unjustified harm.
6.5.6 Witness Protections: The company shall provide all necessary protections and guarantees for witnesses, and provide easy and convenient means of evidencing or recording testimonies to ensure confidentiality and non-disclosure through the company’s website, via e-mail, or via recorded calls.
6.6 Reporter Obligations:
6.6.1 The reporter shall maintain confidentiality of the report and not disclose any information or data to any person, and must follow the means of reporting specified by the company. In case of failure to act accordingly, the company may take the required legal proceedings as it deems appropriate in this regard to seek compensation for the consequences of the reporter’s disclosure of this information or data that may harm or denigrate the company.
6.6.2 The reporter shall exercise and consider due diligence and reliability when reporting infringement practices by avoiding rumors, personal disputes, slander, retaliation, victimisation, causing damage and denigrating others, or trying to undermine confidence in the company, promoting a sort of disloyalty between the company and its employees.
6.6.3 The reporter shall provide, if possible, sufficient and complete data on the infringement practices to be reported, avoiding incomprehensible or misleading symbols or signs.
6.6.4 The reporter shall report infringement practices as soon as they become aware of them and bear any implications for late reporting.
6.6.5 The reporter may not conduct any investigations about the violation. Further, they shall give the company sufficient time to take necessary actions towards the report per its approved policies and procedures.
6.6.6 The reporter shall take responsibility for all consequences of making a false report, acting in bad faith, or making false and malicious allegations to denigrate the company or its employees or to cause harm in any manner. In addition, the company has the right to take legal proceedings that ensure compensation for the company and its employees for any damage suffered.
6.7 Witness Obligations:
6.7.1 The witness shall abide by confidentiality requirements concerning their testimony, and not disclose any information about their testimony except before the Infringement Practices Committee upon its request, and in accordance with the specified means.
6.7.2 The witness shall exercise and consider due diligence, reliability, and objectivity when giving testimony before the Infringement Practices Committee.
6.7.3 The witness shall bear the implications of their testimonies. However, the company is entitled to take legal proceedings that ensure compensation for the company and its employees for any damage suffered.
6.8 Infringement Practices Committee: A committee, made up of a specialized team from the Internal Audit Department, the legal advisor, an employee from the Human Resources Department, and an employee to receive, sort, and verify reports, shall be formed. The employee entrusted with report receiving shall be responsible for the committee’s secretarial work; in addition, the team shall be directly supervised by the audit committee. Further, the committee may assign one of its members to supervise the team.
6.9 The committee shall be responsible for receiving all reports submitted on infringement practices through relevant means of communication.
6.10 The committee shall implement policies and procedures addressing the reports, and take corrective measures under the specified powers.
6.11 The committee shall be fully independent in the performance of its duties and responsibilities. Moreover, it is entitled to communicate with the audit committee if there is an obstacle or doubts as to the independence of one of its members.
6.12 The committee shall maintain a structured record of all submitted communications, documents, and reports supporting them, as well as decisions issued by the committee.
6.13 Infringement of Policy: Without prejudice to the laws and legislations in force in KSA and the policies adopted by the company, the company is entitled to impose a sanction on the offender in the event of violating the provisions of this policy and non-disclosing violation-related information. The offender shall solely bear the consequences of failure to report or disclose, including any sanction imposed by the official or supervisory authorities. Further, the company shall be compensated for damage suffered as a result of not disclosing the violation to take the necessary actions. The company also is entitled, when it is proven that the employee has failed to comply with this policy, to take disciplinary measures under the company’s laws and regulations.
6.14 Applying any disciplinary or legal sanction to the offender of the provisions of this policy may not affect the company’s right to seek compensation for the damage it suffered as a result of not informing it of the violation.
6.15 These regulations shall be published on the company’s website for the access of shareholders, the public, and stakeholders.
Reports to be submitted via:
Email: WB@Gasco.com.sa
Fax: 0112508311