Code of Business Ethics and Conduct document

YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF) LIMITED

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SUBJECT CODE OF BUSINESS ETHICS & CONDUCT APPROVED PAGE NO.

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CODE OF BUSINESS ETHICS & CONDUCT

© 2012 Yanbu Aramco Sinopec Refining (YASREF) Company Limited. All rights reserved.

The contents of this Code may not be reproduced or reprinted in whole or in part without the prior written permission of YASREF.


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Table of Contents

1. OVERVIEW .............................................................................................................. 5

2. DEFINITIONS .......................................................................................................... 5

3. RESPONSIBILITY AND ACCOUNTABILITY .......................................................... 7

4. COMMITMENT TO STAKEHOLDERS .................................................................... 8

4.1 Employees........................................................................................................... 8

4.2 Investors ............................................................................................................. 8

4.3 Customers ........................................................................................................... 8

4.4 Families ............................................................................................................... 8

4.5 Communities ....................................................................................................... 9

4.6 Vendors and Suppliers ...................................................................................... 9

5. PROMOTING A POSITIVE AND HARASSMENT-FREE WORK ENVIRONMENT . 9

5.1 Safety and Health ............................................................................................... 9

5.2 Environment ...................................................................................................... 10

5.3 Alcohol and Drug Use ...................................................................................... 10

6. BUILDING AND MAINTAINING RELATIONSHIPS .............................................. 10

6.1 Conflicts of Interest .......................................................................................... 10

6.2 Situations Requiring Written Disclosure and Management Approval ......... 12


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6.3 Outside Work by Employees ........................................................................... 13

6.4 Soliciting Suppliers, Contractors, and Local Merchants .............................. 14

6.5 Business Courtesies, Inducements, Gifts, Favors, and Entertainment ....... 14

6.6 Receiving Gifts, Favors, and Entertainment .................................................. 14

6.7 Giving Gifts, Favors, and Entertainment ........................................................ 15

6.8 Bribes and Kickbacks ...................................................................................... 16

6.9 Commissions, Rebates, Discounts, Credits, and Allowances ...................... 17

6.10 Fees and Honorariums ..................................................................................... 17

6.11 Fair Competition ............................................................................................... 17

6.12 Government Contracting ................................................................................. 17

6.13 Competitive Intelligence and Customer / Supplier Information ................... 17

6.14 Insider Trading .................................................................................................. 18

6.15 Facilitating Payments ............................................. Error! Bookmark not defined.

6.16 Espionage and Sabotage ................................................................................. 19

7. PROTECTING ASSETS AND RESOURCES ........................................................ 19

7.1 Protection and Use of Company Assets ........................................................ 19

7.2 Protection of Information Resources ............................................................. 19

7.3 Electronic Communications Systems ............................................................ 19


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7.4 Records Management ...................................................................................... 20

7.5 Intellectual Property - Protecting Company Information .............................. 20

8. FINANCIAL REPORTING INTEGRITY AND ACCOUNTING STANDARDS ........ 21

9. EXTERNAL AND INTERNAL COMMUNICATIONS ............................................. 22

10. COMPLIANCE STANDARDS AND PROCEDURES ............................................. 22

Appendices .................................................................................................................. 24

Appendix A .................................................................................................................. 25

CONFLICT OF INTERESTS DISCLOSURE FORM ..................................................... 25

Appendix B .................................................................................................................. 26

ETHICS COMPLIANCE FORM .................................................................................... 26


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1. OVERVIEW

It is the Yanbu Aramco Sinopec Refining Company Limited’s (“YASREF” or “the Company”) policy to apply and to conduct all its activities in accordance with the highest ethical standards and in compliance with the Kingdom’s laws and regulations. Adherence to this Code of Business Ethics and Conduct (“the Code”) is critical for the Company’s success in meeting its business objectives, and must be used as a guide for all our actions.

Once formally issued, the Company’s Officers, Employees, contractors and individuals seconded to the Company are required to comply with this Code. Individuals seconded to the Company will also be required to comply with their employers’ code of business ethics and conduct in addition to this Code. In case of a conflict, seconded Employees must apply the strictest and most stringent interpretation of the two codes.

In addition to potential civil and criminal liability, violations of this Code may result in disciplinary action up to and including dismissal from the Company, or termination of other business relationship.

2. DEFINITIONS

Company Property: includes developed and undeveloped Company-owned or controlled land, buildings, parking lots, vehicles, Company housing, and recreation areas. This also includes intangible or intellectual property such as patents, copyrights and confidential information, etc.

Employees: includes officers, full time, part time and temporary employees, consultants, employees of contractors (Supplemental Manpower Personnel) of the Company and individuals seconded by the shareholders or otherwise.

Family Members: includes Employee’s parents, spouses and children.

Officers: refers to YASREF Employees who are Department Managers and above.

Nominal Gifts: are gifts or entertainment valued at US$ 100 or less,

provided that total value of gifts received or given to the same individual or

organization does not exceed US$ 200 in a calendar year (i.e. from

January 1st to December 31th). These include gifts of a general nature

having a low value, including, without limitation such items as pens, caps,

shirts, and coffee mugs. In addition, Nominal Gifts include the acceptance

of reasonable business entertainment and business meals in line with


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customary business practices. The following items are examples of items

that are considered as customary business practices and that may be

accepted by an Employee:

o Modest refreshments (such as coffee and donuts), greeting cards,

plaques and other items of little intrinsic value; and

o Discounts available to the public or to all YASREF Employees and

rewards or prizes connected to competitions open to the general

public.

NOTE:

In rare circumstances, there may be a valid business reason for an Employee to exceed the Nominal Gift limit delineated above. In such cases a waiver may be obtained from the Employee’s Vice President or the Company President & CEO: (i) before incurring such expenses if it is known in advance that the Nominal Gift limits will be exceeded; or (ii) immediately upon realization that the Nominal Gift limits have been exceeded. Such waivers shall only be valid for a maximum of one year. Internal Audit will be responsible for auditing all waivers granted for reasonableness.

Significant Financial Interest: As a minimum standard, a “Significant”

Financial Interest is a direct or indirect aggregate interest of an Employee

and/or Family Members, where the:

o Interest held in a publicly traded company is more than one percent

(1%) of any class of its outstanding securities; or

o Interest held in a partnership or association is more than ten percent

(10%) of its total capital; or

o Interest held in or dividend received from any enterprise (other than

two listed above) is more than five percent (5%) of the total assets or

gross annual income of such enterprise.

In applying the criteria to determine whether a financial interest is

“Significant,” total assets and gross income are to be evaluated

separately. For example, if an Employee owns one thousand (1,000)

shares of a competitor’s stock, the minimum standard would be met if the

value of the shares exceeds five percent (5%) of the enterprises’ total

assets, even though the dividends from the shares are less than five

percent (5%) of the enterprises’ gross income. The minimum standard


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also would be met if the dividends from the shares are more than five

percent (5%) of the enterprise’s gross income, even though the value of

the shares is less than five percent (5%) of the enterprise’s total assets.

Supplier(s): applies to suppliers, contractors, manufacturers, vendors or

any entity having a business relationship to provide goods or services to

the Company.

3. RESPONSIBILITY AND ACCOUNTABILITY

Every Employee of the Company is responsible for his or her own behavior, and for ensuring that he or she conducts himself or herself honestly and in good faith, at all times in the best interests of, and in a manner that reflects positively on the Company and its stakeholders.

YASREF’s business whether domestic or international, must be conducted in compliance with all applicable laws and regulations. Be aware of the legal requirements that apply to your job and follow those laws strictly. YASREF will not tolerate illegal activity conducted for personal gain or on the Company’s behalf. Lack of knowledge of the law will not excuse Employee’s non-compliance with this Code. If the Employee has any questions or requires assistance with legal matters, he should contact his/her immediate supervisor.

Employees will be provided with a copy of this Code and will be required to acknowledge, through their signature, their understanding and acceptance of compliance as a term of employment. Any Employee who violates the Code may face disciplinary action up to and including termination of their employment for just cause with YASREF without notice or payment in lieu of notice. Each Employee is expected to review this Code at least every two (2) years to satisfy themselves that they have adhered to the stated principles and standards and must sign an Ethics Compliance Form as confirmation of said compliance in accordance with Appendix B attached.

In addition to the above, an Employee’s personal responsibilities include, without limitation:

Complying with laws and regulations of the Kingdom of Saudi Arabia

Complying with all applicable Company policies & procedures;


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Maintaining appropriate ethical behavior;

Reporting any actual or suspected misconduct, illegal activity, fraud, abuse of Company assets, or other violations of this Code to the General Auditor Hotline at [email protected] (please refer to Procedure for Internal Audit Hotline for details); and

Completing an Ethics Compliance Form once every two (2) years.

4. COMMITMENT TO STAKEHOLDERS

The Company’s commitment to the highest ethical standards flows naturally from the Company’s responsibilities to its shareholders, regulatory entities, customers, families, vendors, suppliers and the communities wherein it’s Employees live and work.

4.1 Employees

YASREF believes in treating its Employees with fairness, dignity and respect. Employees will benefit from just practices included in their recruitment, compensation, professional development, and promotion. They will work within safe and healthy working conditions. YASREF values the integration of the unique attributes and talents of a diverse workforce which contributes to more creativity and better solutions to problems.

Employees are given the freedom to express themselves and are expected to promptly report any suspected or actual violations of this Code.

4.2 Investors

YASREF will strive to provide excellent financial returns to the shareholders and act in the best interests of those who directly and indirectly invest in the Company.

4.3 Regulatory Entities

All Employees are required to comply with applicable laws and regulations.

4.4 Customers

YASREF staff will provide quality products, superior services, and innovative solutions, and deal with customers in a straightforward and honest manner.

4.5 Families

mailto:[email protected]


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YASREF Employees will operate in a healthy environment which encourages a balance between work and family.

4.6 Communities

YASREF Employees will contribute to the overall quality of life wherever they operate, and will use resources responsibly to preserve the environment. YASREF remains committed to contribute to civic, charitable and other noteworthy community activities.

4.7 Vendors and Suppliers

YASREF Employees will choose suppliers objectively, based on merit and will ensure honesty in all business dealings with them. Procurement decisions will be made on the basis of fairness and merit.

5. PROMOTING A POSITIVE AND HARASSMENT-FREE WORK ENVIRONMENT

Harassment may occur when the words, actions, or behavior of members of a work group create an intimidating, hostile or offensive work environment. This type of harassment can be destructive to a positive work environment and shall not be tolerated.

YASREF will not tolerate abusive language, physical violence, or the use or threat of any physical violence by or to the Company’s Employees or stakeholders.

Employees are expected to cooperate fully with the Company in its investigation of complaints. Retaliation or taking adverse action against anyone acting in good faith that lodges a complaint or helps to resolve a conduct concern shall not be tolerated.

5.1 Safety and Health

The Company shall strictly enforce laws and regulations designed to promote a safe and a healthy workplace. Employees should immediately report any unsafe or hazardous materials or conditions, injuries, and accidents connected with the Company’s business and any activity that compromises Company security. Employees who violate these laws, regulations or Company safety policies and procedures may, in addition to any potential civil and criminal liability, be terminated.


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Firearms and other weapons are strictly prohibited on Company Property, except if they are in the possession of authorized Employees or contractors engaged to provide security for the Company.

5.2 Environment

The Company is committed to promoting environmental stewardship. Employees shall understand and comply with the environmental laws and regulations that affect the Company’s business activities, as well as, related Company policies and procedures. Contractors, suppliers, and others who engage in YASREF business shall also follow applicable laws and regulations.

5.3 Alcohol and Drug Use

All the Employees are expected to comply with the Kingdom’s laws related to use or possession of alcohol and illegal drugs. The misuse of prescribed medical drugs, or the use, possession, distribution or sale of alcohol, illicit or un-prescribed controlled drugs on YASREF premises, is strictly prohibited and will lead to termination and legal action as per relevant laws.

6. BUILDING AND MAINTAINING RELATIONSHIPS

The Company respects the rights of Employees to manage their personal affairs and investments, and does not wish to intrude upon their personal lives. At the same time, Employees shall avoid any situation that may involve a conflict between their personal interests and the interests of the Company. As in all other facets of their duties, Employees’ dealings with customers, suppliers, contractors, competitors, or any person doing, or seeking to do business with the Company, shall be in the best interest of the Company to the exclusion of considerations of personal preference or advantage.

6.1 Conflicts of Interest

A “conflict of interest” occurs when an Employee’s private interests interfere in any way with the interests of the Company. Examples of such conflicts could include, but are not limited to:

An Employee taking on outside work, or making financial investments that make it difficult for him or her to perform his or her work at the Company objectively and effectively; or


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If Employees or their Family Members receive personal benefits as a result of an Employee’s position in the Company, which benefits other Employees in the same or similar position are not receiving.

In addition to the above types of possible conflicts, other activities which may involve conflicts of interests and which Employees are prohibited from engaging in, include, without limitation the following:

Employees working for suppliers that do, or seek to do business with the Company (other than individuals on a secondement from the shareholders of YASREF), or working with a competitor of the Company;

Holding Significant Financial Interests (as defined in Definitions Section-2 of this Code) in an enterprise that does or seeks to do business with the Company or is a competitor of the Company;

Employment or Significant Financial Interests (as defined in Definitions Section-2 of this Code) in an outside businesses which are suppliers or sub-contractors to suppliers doing business with the Company;

Having a personal interest in a transaction involving the Company or a customer, business partner or supplier of the Company

Family Members of Employees may work for, or have Financial Interests (in line with the limits prescribed under Significant Financial Interests in Definitions Section) in businesses, whether or not they do or seek to do business with the Company, but such interests are subject to prompt disclosure and approval in writing by the Company as provided in the Situations Requiring Written Disclosure and Management Approval Section (6.2).

YASREF views it as a conflict of interest and improper business practice for any former YASREF Employees to utilize or disseminate any confidential or proprietary business, technical, or other information obtained whilst in the employment of YASREF, to influence any YASREF existing or proposed commercial transactions for the purpose of gaining a personal commercial (or other) advantage, or benefiting any third party, or to otherwise compromise YASREF in any way, whether intentionally or not. Accordingly, former YASREF Officers, shall not accept offers for employment, engage as consultants, or acquire Significant Financial Interests in the business of suppliers, during a cooling off period of two (2) years from the date of termination, for whatever reason, from YASREF, without the prior formal approval of the Human Resources Department of YASREF.

Actions that might involve a conflict of interest, or the appearance of one, shall be fully disclosed in writing to the affected Employee’s supervisor for review and


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approval before the potential conflict occurs if possible and if unknown ahead of time, immediately thereafter. Some situations that require written disclosure and management approval are discussed below. Employees who knowingly fail to disclose conflicts are subject to disciplinary action, including dismissal in line with YASREF Internal Work Rules.

6.2 Situations Requiring Written Disclosure and Management Approval

In some cases, Employees’ duties at the Company may conflict with their outside interests. Upon being employed by the Company, the newly hired Employees will provide a written disclosure of interests held by them and their Family Members, for Human Resources Department’s review and approval.

In addition, the following events also require written disclosure and Human Resources Department’s review and approval in writing, to avoid actual or apparent conflicts of interest:

Employees or their Family Members working for suppliers of the Company (other than individuals on a secondement from the shareholders of YASREF);

Ownership by the Employee or, to the best of the Employee’s knowledge, by a Family Member of a Significant Financial Interest or taking a position in any outside enterprise that does or seeks to do business with, or is a competitor of the Company;

Serving as a director, officer, partner, consultant to, or in a managerial position with, or employment in a technical capacity by any outside enterprise which does, or is seeking to do business with, or is a competitor of the Company. Exempted from this requirement are Seconded Employees appointed by one of the shareholders in its organizations, subsidiaries and/or affiliates;

Acting as a broker, finder, go-between or otherwise for the benefit of a third party in transactions involving or potentially involving the Company, or its interests;

Any other arrangement or circumstance, including family or personal relationships, which might compromise the Employee’s ability to act in the best interest of the Company;

Transfer of an Employee to a supervisory position within the Company, to Purchasing or Contracting, or any other position that has the potential for a conflict of interest; and

If none of the preceding events intervene, at least once every two (2) years.


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The above situations may, or may not present a conflict, but shall be carefully reviewed and approved. For example, if the Employee’s job includes responsibilities over a customer, supplier or contractor, it may be necessary to reassign job duties or authorities to eliminate the potential for a conflict of interest.

Following management’s review, approval or disapproval of the situation shall be documented in writing.

If a conflict of interest is considered to be unacceptable, management shall work with the Employee to promptly resolve the matter.

The key consideration in reviewing potential conflicts is whether the Employee’s duties towards the Company, or those of his or her subordinates, require making decisions that could be influenced by the interest reported. Other considerations include, but are not limited to, whether or not:

The outside interest does business or competes with the Employee’s business, function or site in the Company;

The Employee has an active, managerial or decision making role in the outside interest;

The Employee has access to Company information potentially useful or advantageous to the outside interest;

Public disclosure of the facts would embarrass or prejudice the Company.

6.3 Outside Work by Employees

The Company’s Employees may wish to take on additional part-time work with organizations that are not the Company’s competitors, customers or suppliers; or, they may wish to accept a voluntary, elected or appointed position with an entity. Such work does not in itself constitute a conflict of interest. Board of Director approval shall be required for an Employee to serve as an employee, partner, officer, director, or on a committee of an outside organization (other than for one of the Shareholders) where:(i) the organization is engaged in a commercial activity and the appointment or election is related to or associated with the employee’s responsibilities with the Company or (ii) the outside organization is a bank or financial institution.

However, the second job or position shall be strictly separated from the Employee’s job at the Company as represented below:


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Outside work shall not be done on Company’s time, and shall not involve the use of Company resources, such as, without limitation computers, telephones, or duplicating equipment;

The Employee shall not attempt to sell products or services from the outside work to the Company; and

Performance of the outside work shall not interfere with, or prevent the Employee from devoting the time and effort needed to satisfactorily fulfill the Employee’s primary duties and obligations as a Company Employee.

6.4 Soliciting Suppliers, Contractors, and Local Merchants

Employees shall not request or accept donations from suppliers, contractors or local merchants to help pay for Employee social functions or sporting events. Solicitations of cash, merchandise, or services are not allowed because they may be perceived to create obligations in order to keep, increase, or obtain Company business. YASREF wants all vendors and suppliers to understand that their business relationship with the Company is based totally on their ability to competitively and safely meet YASREF business needs.

6.5 Business Courtesies, Inducements, Gifts, Favors, and Entertainment

Business gifts and entertainment are customary courtesies designed to build goodwill among business partners. These courtesies include items of Nominal value such as meals and beverages, tickets to sporting or cultural events, and other merchandise or services. It is recognized that business gifts may play a role in business relationships. However, a problem may arise when such courtesies compromise, or appear to compromise, the ability of YASREF Employees to make objective and fair business decisions.

6.6 Receiving Gifts, Favors, and Entertainment

Employees shall neither seek, nor accept for themselves or others any gifts, favors, or entertainment without a legitimate business purpose, nor seek or accept loans (other than conventional loans at market rates from lending institutions) from any person or business organization that does or seeks to do business with, or is a competitor of, the Company. In application of this policy:

Employees may accept for themselves and Family Members common courtesies usually associated with customary business practices. These include Nominal Gifts (please refer to Definition section for definition of Nominal Gifts and related value limits) of a general nature having a low value.


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In addition, Nominal Gifts would include the acceptance of reasonable business entertainment and business-related meals;

An especially strict standard is expected with respect to gifts, services, discounts, entertainment, or considerations of any kind from suppliers;

It is never permissible to accept a gift in cash or cash equivalents (e.g., stocks or other forms of marketable securities) of any amount.

In certain situations, refusal of gifts with a value substantially in excess of customary business practices can result in awkward business situations. Employees are required to promptly report to their supervisor the offer of any substantial gift (even if not accepted) from any individual or organization doing or seeking to do business with the Company, its subsidiaries or affiliates. In each case, the supervisor shall contact the Human Resources Department for guidance and/or disclosure.

Employees are also required to promptly report to their supervisor the acceptance of any gift from any individual or organization doing or seeking to do business with the Company, its subsidiaries or affiliates when the gift is not considered a Nominal Gift. Any question of whether a gift received by or offered to the Employee or Family Member violates this Code must be likewise reported for a decision or guidance by the Human Resources Department.

Examples of items to be reported include, but are not limited to the following:

Airplane tickets;

Vacations paid in part or in whole;

Entertainment, other than reasonable business entertainment as defined under Nominal Gifts in Definitions Section (2) of this Code;

Gifts having significant value - rugs, home furnishings, jewelry and clothing are a few obvious examples of prohibited gifts;

Using facilities such as apartments, automobiles, or offices of a supplier or businessman who is doing or seeking to do business with the Company, its subsidiaries or affiliates. Exempted are offices associated with an execution and/or administration of contracts with the Company;

Interest-free or low-interest loans which are not available to all YASREF Employees in ordinary course of business and may influence an Employee’s decision related to the organization offering such loans;

Personal services of servants; and

Suppliers paying bills for the Employee or Family Member.

6.7 Giving Gifts, Favors, and Entertainment


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Gifts, favors and entertainment may be given to others at the Company’s expense only if they meet all the following criteria:

Consistent with Company policy on Nominal Gifts and customary business practices;

Not excessive in value and cannot be construed as a bribe or pay-off;

Not in violation of applicable laws or ethical standards; and

Public disclosure of the facts would not embarrass or undermine the Company or the Employee.

Accounting records and supporting documentation reflecting gifts, favors, and entertainment to others shall be accurately stated, including appropriate, clear, and descriptive text. Departments shall establish policies and procedures for approval in advance of gifts, favors, or entertainment of unusual monetary value.

Strict rules apply when YASREF Employees do business with governmental agencies and officials. Because of the sensitive nature of these relationships, YASREF Employees shall familiarize themselves and comply with this Code, all relevant laws as well as Company policies before offering gifts or hospitality to government Employees.

6.8 Bribes and Kickbacks It is unacceptable to directly or indirectly offer, pay, solicit, or accept bribes or kickbacks in any form. A bribe could be a payment, an offer, or a promise of anything of value (regardless of the amount). Neither the Company, nor anyone representing or acting for it shall bribe a government official or private individual in order to retain business, obtain an improper business advantage or for any other reason. A “government official” is an Employee of a government and includes members of the armed forces, and members of royal families engaged in commercial activities. Also included are officials of public international organizations such as the World Bank.

We must comply with the anti-bribery and corruption laws of the Kingdom of Saudi Arabia and of other countries where YASREF: (i) employs their citizens/residents; and (ii) has business relationships with organizations belonging to these countries. For example, The Bribery Act 2010 of the United Kingdom and Foreign Corrupt Practices Act of the United States may have an impact on YASREF operations. Non-compliance with such anti-bribery and corruption laws may result in disciplinary action, dismissal, legal proceedings and possibly imprisonment. Failure to act on suspicions of bribery and corruption could result in liability for both Employees and our Company.


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6.9 Commissions, Rebates, Discounts, Credits, and Allowances

Sales-related commissions, rebates, discounts, credits, and allowances are customary business incentives. However, careful attention is needed to avoid illegal or unethical payments and to ensure compliance with various currency exchange controls and tax regulations. Such business-incentive payments shall be reasonable in value, competitively justified, properly documented, and made to the business entity to which the original sales agreement or invoice was made or issued. These payments shall not be made to individual officers, employees, or agents of that entity or to a related business entity. Such payments shall be made only in the country in which the entity receiving the payment has made the purchase or performed the service for which the payment is earned.

6.10 Fees and Honorariums

With management’s prior written approval, Employees are allowed to serve as directors of another company, give lectures, conduct seminars, or publish articles and books. Any fees, honorariums or reimbursements shall be transferred to the Company, unless Human Resources Department’s approval in writing is given to the Employee authorizing him or her to retain them. A copy of the approval shall be filed in the Employee’s personnel file.

6.11 Fair Competition

Competition laws and regulations are designed to ensure a fair and competitive free market system. Whilst the Company shall compete vigorously in the marketplace, it shall comply with all applicable antitrust and competition laws.

6.12 Government Contracting

In pursuing business with government entities, the standards of conduct and prohibited practices may be specifically regulated. Company representatives engaged in business with government entities are expected to be aware of, and to comply with, laws and regulations that govern such transactions and solicitation of such transactions.

6.13 Competitive Intelligence and Customer / Supplier Information

Competitive information is a valuable tool that allows the Company to understand and manage its markets, products, and services to better meet its customers’ needs. However, Employees are expected to gather and use that information in an ethical manner and in compliance with the law.


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Illegal acts such as theft, illegal entry, blackmail, electronic eavesdropping, wiretapping, threats, misrepresentation and other improper methods are prohibited. Employees of competitors or suppliers shall not be asked to reveal proprietary information. YASREF Employees shall likewise never divulge proprietary information about their former employers and shall not be asked to do so.

Similarly, the records YASREF maintains on its customers (or otherwise) shall only be used for Company business purposes. This information shall not be released without proper authorization and then only for legitimate business reasons.

An Employee who knows or suspects that non-public or confidential information belonging to a supplier, customer or competitor has been obtained improperly or by mistake (such as misdirected faxes or bid information), shall immediately inform the originator and not use that information for any purpose.

6.14 Insider Trading

Employees shall not use inside information learned in the course of their employment in order to trade securities or commodities for their own account, nor shall they provide such inside information to others for trading purposes. For purposes of this Code, “inside information” is information about the Company (including not only the Company, but also its owners, suppliers, or customers) that has not reached the general marketplace and is likely to be considered important by potential investors. The term “trade” includes all purchases or sales of securities or commodities in an open market.

Examples of “inside information” include, without limitation:

Information about the acquisition or loss of a contract;

Financial forecasts or earnings (for the Company as a whole or for a major subsidiary or division);

Major management changes;

A new product, discovery or invention;

Proposed acquisitions or mergers;

Purchase or sale of any assets;

Developments of any proceedings or litigation;

Developments in labor negotiations;

Restructurings and reorganizations; and

Significant damage to or mechanical problems affecting the Company’s assets.


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6.15 Espionage and Sabotage

Any Employee, who suspects that any unauthorized person is attempting to obtain sensitive or confidential information, or gain access to a secured location, shall promptly report that suspicion to his or her supervisor.

7. PROTECTING ASSETS AND RESOURCES

Proper protection of and use of Company assets, including proprietary information, is a fundamental responsibility of each Employee.

7.1 Protection and Use of Company Assets

Company equipment, vehicles, tools, and supplies have been acquired for the purpose of conducting Company business. They may not be used for Employees’ personal benefit, sold, loaned, given away or disposed of without proper authorization. Taking Company property from the Company’s facilities without permission is regarded as theft.

Company credit cards and cash shall never be used for personal use. Inaccurate or incomplete vouchers, time sheets, invoices, benefits claims, and travel and expense reimbursement reports shall never be used to obtain payment from the Company.

An Employee who becomes aware of the theft or misuse of Company assets shall promptly report the matter to his or her supervisor.

7.2 Protection of Information Resources

Company computer and network hardware, software, and telephone or other communication equipment are key components of the Company’s business. They are intended for Company business use and all information processed, transmitted, or stored within these assets belongs to the Company and can be monitored at any time. Limited occasional and reasonable personal use is permitted. However, all use, business or personal, shall be consistent with the Company’s corporate values and this Code.

Each Employee is responsible for protecting these resources from damage, destruction, viruses, alteration, theft, fraudulent manipulation, unauthorized access, disclosure, or use.

7.3 Electronic Communications Systems


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Company internal electronic communications systems are primarily for Company business. Incidental and occasional personal use of the Company’s internet access, e-mail, paging, fax, and telephone systems is permitted, as long as there is no significant added cost to the Company, it does not interfere with an Employee’s work, and is not related to illegal or immoral activities or to any outside business.

The Company reserves the right to access information concerning Employee and contractor Employee use of the Company’s Internet access, e-mail, paging, fax, and telephone systems and to use or disclose that information as it sees fit, including use for disciplinary purposes and disclosure to law enforcement authorities, all to the extent permitted by applicable law.

7.4 Records Management

Failing to comply with Company policy and relevant regulations governing records management can have serious tax and/or legal repercussions.

7.5 Protecting Proprietary and Confidential Company Information

The Company shall protect and leverage its intellectual property, which includes inventions, discoveries, improvements, ideas, computer programs and related documentation, trademarks, patents, copyrights and proprietary information. Likewise, the Company shall protect commercial secrets, proprietary information that is licensed to it or otherwise entrusted to it by third parties.

Examples of proprietary or confidential information include:

Business, research and new product plans;

Objectives and strategies;

Unpublished financial or pricing information;

Proposed asset acquisitions or dispositions;

Processes and formulas;

Salary and benefits data;

Employee medical information;

Employee information, salary and benefits record;

Employee, customer and supplier lists; and

Licensed technologies and know-how.

Employees who have access to the Company’s or third party proprietary and confidential information are obligated to safeguard it from unauthorized access and:


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Not disclose this information to persons outside the Company or in a manner inconsistent with the terms of any relevant license or confidentiality agreement;

Not use this information for personal benefit or the benefit of persons outside of the Company; and

Not share this information with other Employees except on a legitimate “need-to-know” basis.

Any Company information created in the course of our employment belongs to the Company. Employees leaving the Company shall return all proprietary information in their possession. The Employees’ obligation to protect the Company’s proprietary and confidential information continues even after they leave the Company in line with the period specified in Article 83 of the Saudi Labor Laws.

8. FINANCIAL REPORTING INTEGRITY AND ACCOUNTING STANDARDS

Many Company Employees are involved with financial reports of some kind such as preparing time sheets or expense statements, approving invoices, signing for receipt of purchased materials or preparing inventory reports. While some Employees may not be familiar with accounting procedures, they need to make sure that every business record is accurate, complete, and reliable. This standard also applies to all operating reports or records prepared for internal or external purposes, such as environmental data, product test results, quality control reports and sales projections.

Many of these records are critical to the management of the Company’s business and shall be truthful and accurate. Unrecorded or “off-the-books” funds or assets shall not be kept for any purpose. False, misleading, or incomplete information undermines our ability to make good decisions about resources, personnel, and programs and, in some cases, violates the law.

The Company has established accounting standards and procedures to ensure that assets are protected and properly used and that financial records and reports are accurate and reliable. Employees share the responsibility for maintaining and complying with required internal controls.

The Company shall keep accurate books and records and maintain a system of internal controls to ensure our records fairly reflect transactions and dispositions of assets. This is to prevent “slush funds” and “off-the-books” accounts, which some companies have used to make and conceal questionable payments.


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9. EXTERNAL COMMUNICATIONS

Employees must observe the Company’s business communications guidelines for every kind of correspondence including mail, electronic documents, instant messages, websites, social media tools, press releases, advertisements, paper documents, facsimile, voice and voice mail recordings etc. As a minimum guideline, Employees shall ensure adherence to following guiding principles (the list is not exhaustive):

Communications with Governments: Government Affairs & Public Relations Division is the first point of contact for any communications with the government that involve disputes or appeals related to regulatory matters. It is imperative for Employees to seek proper guidance, and obtain the required approvals from YASREF Government Affairs & Public Relations Division before engaging in above mentioned communications with government officials at any level. Certain departments such as Finance, Human Resources and Security have to communicate with various governmental personnel to comply with routine business requirements and to ensure regulatory compliance. These departments may continue to make such communications directly with government officials unless such communications involve disputes or appeals as mentioned above.

Communications with External Media: Employees may be contacted from time to time by international or local news organizations, including industry-specific or financial news media, bloggers, academic researchers, or other research groups looking for comments, background information or interviews. To ensure accuracy, consistency and responsiveness when dealing with the news media while concurrently preserving the Company’s restricted and confidential information, Employees should not, under any circumstances, provide interviews, comments, or in any way discuss the Company or its activities to any external media source. Any contact from third-party media representatives must immediately be referred to the Company’s Government Affairs & Public Relations Division.

Publications: All publications of whatever nature are required to undergo the Company’s Government Affairs & Public Relations Division’s review and approval prior to release to any audience outside YASREF.

Communications by Suppliers Involving the Company: All requests for advertising, press releases, or printed matter proposed by suppliers that reference procurement related activities by the Company must first be approved by the Government Affairs & Public Relations Division.

10. COMPLIANCE STANDARDS AND PROCEDURES


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Company Employees shall work to ensure prompt and consistent action against violations of this Code. However, in some situations it may be difficult to know right from wrong. Since it is difficult to anticipate every situation that may arise, it is important that Employees have guidance as to how to approach a novel question or problem. In challenging or ambiguous situations, Employees shall:

Make sure they have all the facts. In order to reach the right solutions, decision makers need to be as fully informed as possible;

Ask: “What specifically am I being asked to do? Does it seem unethical or improper?” Use judgment and common sense; if something seems unethical or improper, it probably is;

Clarify responsibilities and roles. In many situations, there is shared responsibility. Solicit the involvement of other responsible Employees and discuss the problem;

Discuss the problem with your supervisor. This is the principal guidance for all situations. In many cases, supervisors are more knowledgeable about the question and appreciate being brought into the decision-making process;

In the rare case when it may not be appropriate to discuss an issue with a supervisor, discuss the matter with one of the Company’s Human Resources Department professionals;

Report ethical violations in confidence and without fear of retaliation. The Company does not permit retaliation of any kind against Employees for good faith reports of ethical violations;

Employees are required to disclose interests held in other companies and businesses by themselves and their Family Members by completing a Conflict of Interests Disclosure Form (Please refer to Appendix A) at the earliest of: (i) every two years; or (ii) whenever there is a material change in circumstances as specified in the Situations Requiring Written Disclosure and Management Approval Section (6.2). This is to ensure that interests held by Employees and their Family Members do not conflict with the interests of the Company.

Every Two (2) years, Employees are required to provide confirmation of their compliance with this Code by completing the Ethics Compliance Form (Please refer to Appendix B).


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Appendices


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Appendix A CONFLICT OF INTERESTS DISCLOSURE FORM

I, the undersigned, have read and understood the conflict of interest policy of the Company as specified in the Code of Business Ethics and Conduct of the Company. I declare that the disclosure information provided below is, to the best of my knowledge, complete and accurate in relation to all positions and interests held by myself or my Family Members, which require disclosure under the requirements of the Code. I further agree that I shall disclose any changes in positions or interests held, within thirty (30) days of the occurrence of such changes, in line with the requirements of Situations Requiring Written Disclosure and Management Approval Section (6.2) of this Code (separate forms shall be completed for each business relationship). Employee Name Employee ID.

Division/ Department Job Title

Business Name C.R. or License No.

Disclosure Information (If no position or financial interest held, please indicate “none”)

Business Relation with

YASREF

Position Held by Employee

Position Held by Family Members of

Employee

Financial Interest Held by Employee

Financial Interest Held by Family

Members

Approval obtained from YASREF for Position or

Financial Interest Held (Y/N)

Conflicts (If any)

Mitigations Against Conflicts

Employees Signature and Date

Supervisor (Name, Title, Signature and Date)

Personnel (Name, Title, Signature and Date)


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Appendix B ETHICS COMPLIANCE FORM

Agree Disagree I have read and understood the Code of Business Ethics and Conduct of the Company.

Agree Disagree

I understand it is my responsibility to comply with the Code of Business Ethics and Conduct and all relevant laws and regulations.

Agree Disagree

To the best of my knowledge, I am not in violation of the Code of Business Ethics and Conduct of the Company, and have not been since the date of my last confirmation.

Agree Disagree

I understand I am responsible for reporting actions or behaviors that do not or may not comply with the Code of Business Ethics and Conduct of the Company.

Please explain a “Disagree” response to the any of the above questions:

Employee Name: Employee ID No:

Job Title: Division / Department:

Signature: Date:

Code of Business Ethics and Conduct document

Documents

Transcript of Code of Business Ethics and Conduct document