Voting for the business and the contracts that will be connected between the company and the subjects of GIG Group, in which the members of the Board of Directors Mr. follow the implementation of the observations of the Saudi Central Bank in relation to the inspection visits of the company.
GULF INSURANCE GROUP
Corporate Governance and Ethics Guide
Summary of Approval
Version No. Date Scope / Remarks
A MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS
Those obligations must guide each of us in the performance of our daily work. This is why I expect everyone at the Company to personally commit to following the requirements of our new Compliance and Ethics Code.
GOVERNANCE STRUCTURE OF GIG
Below is a brief introduction to the roles and responsibilities of the organizational structure components. A full description of the roles and responsibilities of key governance positions and structures will be detailed in the following sections.
Roles and Responsibilities
INTRODUCTION AND
ANSWERS TO COMMONLY ASKED QUESTIONS
INTRODUCTION
Who does the Guide apply to?
Unless otherwise expressly stated, the Policies set forth in the Handbook apply to directors, officers and employees ("GIG Associates") and other personnel holding employee status (i.e., interns, temporary employees, and other personnel deemed to be employees). for the purposes of applicable employment laws and regulations) and affiliated agents (collectively “Employees”). We strive to work with business partners and others who share our values and standards, and we expect them to behave consistently in accordance with the provisions of the Guide.
How does the Guide fit with laws?
What is the process for implementation of the Guide and its updates?
What are the consequences of failing to comply with the principles in the Guide?
GIG does not tolerate any retaliation against anyone who in good faith reports actual or suspected wrongdoing. Reporting in "good faith" means that we have provided all the information we have and believe it to be true.
Who do I contact if I have a question?
CORPORATE GOVERNANCE AND ETHICS GUIDE
- Our Professional Ethics reflect our Values
- Code of Conduct
- Prevention of Conflicts of Interest
To determine whether such an investment represents an actual or potential conflict of interest, a number of considerations must be taken into account: (i) the size of the investment, (ii) the nature of the employee's duties, and (iii) the importance of the other company's relationship with GIG. Employees must ensure that they will not have a conflict of interest if they plan to serve as a director of an outside business organization (i) in their personal capacity or (ii) as a representative of the Company.
GIG recognizes that business gifts and entertainment designed to build goodwill and sound working relationships may be appropriate provided that such gifts and entertainment
Disclosing actual or potential conflicts honestly and promptly to our manager and the Compliance team before acting and making any decisions. Before starting external business activities or accepting a directorship with an external business, seeking the approval of your manager and the Compliance team.
Provided that neither the employee nor her husband has anything to do with the awarding, negotiation, or performance of this agreement, no conflict exists, and the employee does not
Her husband has nothing to do with this contract or agreement with the company. Her husband has nothing to do with this contract or the negotiations surrounding it.
- Prevention of bribery and corruption
- Prevention of money laundering, financing of terrorism and breaching of International Sanctions
- Prevention of Insider Trading
- Protection of free competition
- Treating customers fairly and professionally
- Protection and responsible use of customers’ data
- Management of confidential information
- Prevention of discrimination and harassment
- Engagement with social media
- Respect for Health and Safety
- Protection and Proper Use of GIG Assets
- Disclosure and Transparency
- Accuracy of Disclosure
- Record Keeping and Retention
- Continuous Disclosure Obligation
- Disclosure of Financial Information
- Disclosures in the Board of Directors’ Report
- Disclosures in the General Assembly Report
- Disclosure regarding Corporate Governance
- Disclosure in the Audit Committee Report
- Disclosure regarding the Annual General Meeting (AGM)
- Improper Influence on Conduct of Audits
- Integrity of financial and accounting procedures
- Compliance with Laws and Regulations / Regulatory Inquiries and Litigations
- Compliance with Laws, Rules and Regulations
- Relationships with Government Personnel
- Regulatory Inquiries, Investigations and Litigation
- Reporting Misconduct
- General Policy Statement
- Reporting to the Designated Complaint Recipient
- Annual Certifications
- Monitoring Compliance - Annual Certification of Compliance
- Regulating Relationship with Shareholders
- General Rights of Shareholders
- General Assembly of the Shareholders
- Ordinary General Assembly Meeting
- Extraordinary General Assembly Meeting
- Dividend Policy
- Internal Control System
- Responsibilities of the Board of Directors
- Responsibilities of the Senior Management
- Establishing Independent Departments within the Company
- Risk Management Function
- Internal Audit Function
- Compliance Function
- Actuarial Management and Appointed Actuary
- Board of Directors and its Committees
- Corporate Responsibility
- Pillars of GIG’s CR strategy
Right to monitor the company's work and the board's activities. The ordinary general meeting takes care of the company's affairs (apart from matters relating to the extraordinary general meeting). It appears from the company's articles of association how the board members cease or cease to exist.
The distribution policy is described in the company's articles of association and is set out below. Senior management is responsible for overseeing the day-to-day operations of the company.
Annex A
Policy Statement on Control and Use of Material Non-Public Information (“Ethical Wall Policy”)
This policy is designed to (1) ensure that GIG Associates does not trade in the securities of listed companies outside the Group while in possession of material non-public information about those companies, and (2) the flow of material - prevent public information about those companies. public information about a listed company (a "Listed Company") or its securities from GIG Associates who receive such information in the course of their employment with GIG Associates performing investment management activities. Certain GIG Associates and the consultants they support may receive and use material non-public information about Listed Companies in the normal course of their activities. The "need to know" principle should also govern the distribution of written material relating to material non-public information.
Annex B
Policy Statement on Record Keeping and Retention
Each employee of the Company is responsible for ensuring that their business records (whether paper, electronic or otherwise) are properly maintained and preserved in accordance with applicable laws and regulations in the Kingdom of Saudi Arabia. GIG must also prepare financial information in accordance with applicable laws and regulations in the Kingdom of Saudi Arabia. All GIG employees responsible for financial or accounting matters must ensure full, fair, accurate, timely and comprehensible disclosure of financial information in all periodic reports GIG is required to submit to the various regulatory authorities in the Kingdom of Saudi Arabia.
Annex C
Policy Statement on Trading in GIG’s Securities (“Insider Trading Policy”)
This Policy Statement on Trading in GIG Securities (the “Policy”) sets forth GIG's policies with respect to trading in GIG securities while in possession of material non-public information about the issuer of such securities. It is also unlawful for the recipient of such material, non-public information to trade in such securities. However, you may not sell the shares acquired through the exercise of these options while in possession of material, non-public information about the relevant listed Group subsidiary, including through a simultaneous exercise and sale transaction.
Annex D
Policy, Standards and Procedures of membership in the Board of Directors
This policy determines the rules and procedures of membership in the Board and the Company's policy to be followed in the appointment of the members of the Board. This policy will not be amended, except on the recommendation of the Board of Directors on the recommendation of the Nomination and Remuneration Committee. The number of meetings of the Board of Directors held during each year of the.
Annex E
Charter of Board of Directors and its Committees
PURPOSE
BOARD OF DIRECTORS RESPONSIBILITIES
BOARD OF DIRECTORS OBLIGATIONS
Committee monitors its activities and the duration of the Audit Committee which is issued by the General Assembly on the recommendation of the Board. In addition, the Board of Directors will determine audit committee members' tenure, schedule their rotations and ensure that their meetings are held on an adequately periodic basis. The Board will also ensure that the Audit Committee follows up on local and international developments in accounting standards.
AUTHORITY
- Contact directly the Board of Directors, senior management of the Company, all employees, committees, and legal advisors, internal and external auditors in the
- Request, at the Company’s expense, the engagement of external experts to perform investigations into any matter within its scope of responsibility to the extent that it
- Request any information it desires from the Company, including calling any employee to provide information at a meeting of the Committee. If access to
- Resolve any disagreements between management and the external auditor regarding financial reporting and other matters
CONFIDENTIALITY
FINANCIAL TRANSACTIONS WITH THE COMPANY
ADMINISTRATION
- The Board shall ensure that the members of the Audit Committee are appropriately qualified to discharge their responsibilities. At least two Audit Committee members,
The audit committee member will immediately notify the Company in writing when such a change occurs and he/she will not attend any meeting of the Audit Committee held after the date of the change. In addition, the Audit Committee will develop a detailed annual action plan that includes the key topics to be discussed during the year and meeting dates. Information will be provided to the Audit Committee at least one week before each audit committee meeting.
DUTIES
Reviewing and monitoring the independence of external auditors from the Company, Board members and senior management of the Company. Advise the board of any recommendations for continuous improvement of the internal audit activity. Reviewing the reports of the Internal Audit Department or the Internal Auditor and submitting the relevant recommendations to the Board.
RESPONSIBILITY
COMMITTEE MEMBERS’ REMUNERATION
REPORTING ON AUDIT COMMITTEE PERFORMANCE
List of entities and branches
The committee will also determine the strengths and weaknesses of the board of directors and recommend solutions that are in the interest of the company. The Board proposes clear policies and standards for Board membership and executive leadership. The Board annually reviews the skills and expertise required of Board members and executive management.
AXA COOPERATIVE INSURANCE COMPANY Corporate Governance and Ethics Guide
INTRODUCTION AND
- What are my responsibilities as an AXA Associate?
- How do I report misconduct or other matters that I believe should be reported under the Policies in the Guide?
- What is the process for implementation of the Guide and its updates?
- I am responsible for banking relationships at my company. One of the banks with which we do business has said that, in the interests of strengthening and expanding our existing
- I own 5% of a private company but I do not control it and am not part of management
- I am contemplating purchasing a 10% interest in a private company that provides various services and products to the AXA. Given the small size of my interest and the
- For years a small company owned by my brother-in-law has done business with the AXA
- My wife works at a technology company which has a long term technology agreement with the AXA. My wife has nothing at all to do with this contract or the negotiation
- I am an active real estate investor and control several private companies that hold real estate investments. One of my companies is considering purchasing a property from
- I have recently been asked to become a director of a company outside the AXA. Is any specific approval required?
- A bank with which my company does a significant amount of business has invited me and my family to spend a weekend at a ski resort, all expenses paid. Am I permitted to
- During the course of my job I learnt about a great potential real estate investment opportunity that my company is considering but that I do not believe my company will
- My company is one of several being considered for a contract with the local government
- I have seen the earnings estimates of my Company that have not yet been made public and that are better than expected. Can I share such information with my family or
These rules are set out in section 2.6 of the guide and should be consulted by all AXA associates involved in procurement activities before accepting any such services. These rules are set out in section 2.6 of the guide and should be consulted by all AXA associates involved in procurement activities before accepting such an invitation. Answer: According to Section 4.4 of the Guide, AXA Associates must strictly comply with laws and regulations governing relationships between government personnel and suppliers.
CORPORATE GOVERNANCE AND ETHICS GUIDE
- Outside Directorships and Other Outside Activities and Interests
- Protection and Proper Use of AXA Assets
- Corporate Opportunities and Resources of the Company
- Gifts, Entertainment and other Inducements
- Procurement Ethics
- Accuracy of Disclosure
- Record-Keeping and Retention
- Continuous Disclosure Obligation
- Disclosures in the Board of Directors Report
- Improper Influence on Conduct of Audits
- Integrity of financial and accounting procedures
A geographic analysis of the company's consolidated revenue and of the consolidated revenue of its subsidiaries outside the Kingdom. A description of any arrangement or agreement under which a shareholder in the company has waived rights to dividends. Results of the annual audit of the effectiveness of the company's internal control procedures.
REGULATORY INQUIRIES AND LITIGATIONS
Insider Trading
Antitrust and Fair Dealing
It is strictly against AXA policy for AXA Associates to give money or gifts to any official or any employee of a government entity if it can reasonably be construed as having any connection to the AXA's business relationship. It is the responsibility of all AXA Associates to comply with the applicable laws and regulations in the Kingdom of Saudi Arabia. AXA Associates should be aware that they do not have to actually make the payment to violate AXA policy and the law - merely offering, promising or authorizing it will be considered a violation of the Guide.
Regulatory Inquiries, Investigations and Litigation Requests for Information
Any receipt of service or other notice of a pending or threatened legal or regulatory action or investigation against any AXA shall be immediately brought to the attention of the Legal Officer, and in the event that AXA is the subject of such service or notice, the Group General Counsel shall also immediately notified. Notice should also be given to these persons in the event that an AXA employee receives a notice of judgment, seizure or other legal documents relating to pending or threatened legal proceedings or regulatory investigations. In the event of pending, anticipated or reasonably foreseeable legal proceedings or any regulatory or other governmental investigation, all relevant records (whether paper, electronic or otherwise) shall be preserved and any destruction of documents (formally planned or otherwise) must be immediately suspended.
INTERNAL FRAUD AND MONEY LAUNDERING
- Internal Fraud
- Money Laundering / Terrorist Financing
REPORTING MISCONDUCT
- General Policy Statement
- Reporting to the Designated Complaint Recipient
- Monitoring Compliance - Annual Certification of Compliance
- Shareholders’ Meetings
- Ordinary General Assembly Meeting
- Internal Audit function
- Authorities and General responsibilities of the Board
- Compliance with Laws and regulations
- AXA's CR strategy rests on the six following pillars
Shareholders present at the ordinary general meeting will have a quorum if they represent at least half of the company's capital. The Board of Directors will publish the decisions of the Extraordinary General Assembly, if they contain a change in the Company's Articles of Association. The Board of Directors shall ensure the provision of periodic financial performance reports to shareholders, presenting a true and fair view of the Company's affairs.
Policy Statement on Trading in AXA Securities (“Insider Trading Policy”)
