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Corporate Integrity

1.1             Business Integrity

Safwan’s integrity depends on the behavior of its employees. All our stakeholders expect us to behave with integrity in our business.

Business integrity means first and foremost that we adhere to all applicable laws and regulations as well as to the high integrity standards set forth by Safwan and our commitment to run our business in a responsible way. Complying with these standards is a prerequisite for Safwan’s sustainable success.

Adhering to our high integrity standards might lead to a loss of business in some cases; however, we are sure that doing so provides us with a business advantage.

Safwan gives its employees and its business partners the appropriate information, instruction, education, guidance, training and support they need to comply with Safwan’s standards of business integrity.

We are all expected to:

  • Adhere to all applicable laws and regulations as well as to the high integrity standards as set forth by Safwan.

  • Assess carefully, on a case-by-case basis, whether our business behavior complies with Safwan’s expectations and standards of business integrity.

     

     

Example:

  1. I recently received an ambitious sales target. To reach the target and earn a bonus, I have to violate Safwan’s standards of business integrity. Am I allowed to do that?

  • No, you are required to comply with Safwan’s standards of business integrity at all times. Discuss the situation openly with your Line Manager and find a solution that is in line with Safwan’s standards of business integrity.

     

  1. My Line Manager asks me to do something which in my opinion is not in line with Safwan’s standards of business integrity. What am I expected to do?

  • Immediately tell your Line Manager about your suspicions. You are the one who is ultimately responsible for your business behavior. If your Line Manager insists or asks you to keep quiet, you should immediately contact the Compliance Officer. Alternatively, you can also use the Whistleblowing Channels.

     

1.2             Bribery & Improper Advantages

We do not tolerate bribery or any other form of corrupt business behavior. Safwan rejects all forms of corrupt business behavior, such as bribery (public, private, active and passive), embezzlement, fraud, theft and the granting of improper advantages. Safwan Directive on Integrity in Business provides further guidance on these topics.

Bribery:

Safwan employees and its business partners are not allowed to give, promise to give, solicit or accept any form of improper advantage, whether directly or indirectly, to or from any individual or organization with the intention to obtain or retain business in return. Improper advantages include illegal rebates, bribes, kickbacks and under-the-table payments. An improper advantage can be anything of value, including but not limited to payments, meals, gifts, entertainment, travel expenses or fake agreements.

 

Granting of Improper Advantages:

It is equally prohibited to give or promise to give an improper advantage without a specific business decision in mind. In contrast to the bribery definition, there is no “service in return”. The improper advantage can, therefore, be seen as a “goodwill” payment to increase the sympathies towards the giver.

Safwan employees have to keep in mind that perception matters and that their behavior could be considered as a bribe or granting of an improper advantage, regardless of their intention.

 The State of Kuwait has strict laws and regulations regarding bribe and improper advantages, which may resulting in criminal and civil actions against Safwan and the individuals involved.

We are all expected to:

  • Not practice, tolerate or in any form support any corrupt business behavior.

  • Never give, promise to give, solicit or accept any form of improper advantage.

  • Carefully check whether the granting of an advantage is in compliance with Safwan’s standards of business integrity.

     

Example:

  1. I negotiated a speaker agreement with a healthcare professional (HCP) for a company event. Before the event, the HCP informs me that he will not be able to come. My Line Manager believes this HCP is important to our business and requests to proceed with the contract to ensure he is paid even though he will not be speaking at the event. What shall I do?

  • You should immediately inform your Line Manager about your concerns and that you will not proceed with the contract because paying the HCP for services not rendered would be considered a bribe. If your Line Manager insists or asks you to keep quiet, you should immediately contact the Compliance Officer. Alternatively, you can use Safwan Whistleblowing Channels.

     

  1. Is a facilitation payment in the form of a small bribe allowable?

  • No, according to our Company Code of Conduct and Ethics and many national laws, any form of bribe, regardless of the amount, is prohibited. Thus, any facilitation payments are forbidden unless such payments can be qualified as permissible advantages.

*Refer to Safwan’s Anti-Bribery and Anti-Corruption Policy for more information and details.

1.3             Competition and Fair Dealing  

The company seeks to outperform competition fairly and honestly. The Company seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees or any other person of other companies is prohibited.

Each employee, officer, executive and director shall endeavor to respect the rights of and deal fairly with the company’s customers, suppliers, competitors and employees.

No employee or officer or executive or director shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other illegal trade practice.

The penalties for breaching competition laws are severe. In addition to Safwan’s liability as a company, employees who engage in anti-competitive behavior will be subject to penalties.

Safwan employees involved in a tender process must be aware of and comply with the applicable tender law regulations. Transparency must be maintained throughout the procurement cycle by adhering to applicable formal procedures and providing the governmental decision-makers with correct, transparent and non-discriminatory data.

We are all expected to:

  • Comply with applicable competition laws and not disturb or hinder legitimate competition in any anticompetitive manner.

  • Seek legal advice in case of any doubt.

  • Fully cooperate with the authorities in the event of an investigation.

Example:

  1. I work in the Marketing Department and know a competitor is granting high rebates to customers in order to enhance its market share. May I contact this competitor and agree on the sales prices and on allocating certain customers and markets?

  • No, jointly determining sales or purchase prices and allocation of customers and markets is a serious violation of competition law. Safwan strictly prohibits such anticompetitive behaviour by its employees.

     

  1. Antitrust authorities have started an investigation in the Safwan where I work. Some recent correspondence I had with a Safwan competitor might be construed as evidence of anticompetitive behaviour. Should I destroy the correspondence?

  • No, under no circumstances may any documents or data which could be relevant to an antitrust investigation be destroyed. In the event of an investigation, Safwan will fully cooperate with the authorities.

     

1.4             Accurate Reporting & Accounting

We create and report true and fair financial and non-financial information. Data integrity is key to our business.

The company expects employees and officers to take this responsibility very seriously and provide prompt and accurate answers to inquiries related to the company’s public disclosure requirements.

These data, information or records which we create, or for which we are responsible, can take many forms, ranging from Safwan Annual and Finance Reports, research and development data, to our personal travel and expense claims or even our e-mails.

The company’s policy is to comply with all applicable law, financial reporting and accounting regulations applicable to the company, internal accounting and reporting guidelines and external financial and non-financial reporting standards and ensure that the information it supplies to its stakeholders, such as equity and debt investors, as well as auditors, regulatory agencies and government bodies provides a true and fair view of its financial situation.

We must never make a false or misleading statement or entry in any report, publication record or expense claim. If any employee or officer has concerns or complaints regarding accounting or auditing matters of the company, then he or she is encouraged to submit those concerns by one of the methods described in compliance procedures below.

Falsifying records and accounts or misrepresenting facts may constitute fraud. In addition to Safwan’s liability as a company, employees who engage in such illegal behavior may be subject to severe penalties.

  Improper Influence on Conduct of Auditors:

The employees are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence the company’s independent auditors for the purpose of rendering the financial statements of the company’s materially misleading. 

Prohibited actions include but are not limited to those actions taken to coerce, manipulate, mislead or fraudulently influence an auditor: 

  • to issue or reissue a report on the company’s financial statements that is not warranted in the circumstances (due to material violations of generally accepted accounting principles, generally accepted auditing standards or other professional or regulatory standards); 

  • not to perform audit, review or other procedures required by generally accepted auditing standards or other professional standards;

  • not to withdraw an issued report; or

  • Not to communicate matters to the Company’s Audit Committee.

We are all expected to:

  • Make sure any financial or non-financial information we create or report is true, fair and complete.

  • Never misrepresent facts in any Safwan report, publication, record or other document.

Example:

  1. My Line Manager has asked me to book sales that he expects from a certain customer, even though we do not have a firm order from the customer yet. Is this okay?

  • No, Falsifying records and accounts or misrepresenting facts may constitute fraud and in addition to disciplinary action, could result in civil and criminal penalties for you as well as for Safwan. Never make false or misleading entries in any Safwan document.

     

  1. I have been travelling a lot on business lately and have lost some of my hotel receipts. A colleague who has been in this situation says it is okay to submit a few fictitious receipts. Is it?

  • No, if you do that, you will be falsifying your expense report, and that is not acceptable. You should talk to your Line Manager to find an appropriate solution.

     

1.5             Customs, Trade, Import and Export Control

Key to our effective and efficient flow of goods. All transactions, regardless if they are crossing borders or transferred within the same country, may be subject to national and international customs, trade and/or import and export control regulations.

Safwan is committed to complying with all customs, trade and import and export control regulations. The failure to do so can result in civil and criminal liability and loss of import privileges and licenses.

Customs and Trade:

·         Safwan operates and processes daily imports and transits of a variety of goods. As goods shall timely pass customs clearance, all shipments of goods have to be prepared by a logistics department, following the guidance of the concerned to ensure adherence to the local regulations.

  • Customs law is applicable regardless of quantity, type of material or mode of transportation. The customs authorities not only review adherence to customs law but perform other tasks at the border for local authorities in charge of e.g. veterinary, agricultural, medicinal, regulatory, fiscal and intellectual property regulations. This also applies to goods provided free of charge.

Export Control:

Safwan employees involved in logistics process must be aware of and comply with all Global Trade Control Laws and Economic Sanctions Laws. Safwan shall not directly or indirectly export, re-export, transship or otherwise deliver the Products in violation of any Economic Sanctions Law, must not be a broker, finance or otherwise facilitate any transaction in violation of any Economic Sanctions Law or Global Trade Control Laws.

We are all expected to:

  • Communicate truthful and complete information in a timely manner.

  • Check for compliance with national and international customs, trade and export control regulations when developing and adapting processes.

Example:

1.       I am preparing the documents of a cross-border shipment. What do I have to be aware of?

  • Every employee asking for the shipment of goods is accountable for providing complete and truthful information for export or import processing. Be aware that there are restrictions and prohibitions on certain kinds of shipments to certain locations.

     

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