Conflict of Interest Policy
Preamble
Awqef Financial believes in the importance of transparency and professionalism, and seeks to build relationships based on trust and integrity with all stakeholders. To protect the Company’s interests and reputation, this Policy is adopted to regulate and manage conflicts of interest and to provide a clear framework for addressing them.
Definitions
• The Company: Awqef Financial.
• Conflict of interest: The existence of a personal interest (financial or non-financial) that affects or may affect the objectivity of a decision or professional performance.
• Senior management: Includes the Chief Executive Officer, direct executive managers, and advisors.
• Company employees: Everyone who works for the Company, including executives and employees on permanent or temporary contracts.
• Relatives: Family members up to the second degree.
• Stakeholders: Anyone who has a relationship with, or direct or indirect influence on, the Company’s decisions.
Policy objectives
• Promote transparency and integrity.
• Prevent conflicts of interest that affect the independence of decisions.
• Define roles and responsibilities in handling conflict situations.
• Provide a clear and effective disclosure and remediation mechanism.
• Protect the Company’s reputation and institutional interests.
Scope of application
This Policy is supplementary—it does not replace—all legislation and regulations in force in the Kingdom of Saudi Arabia governing conflicts of interest, in addition to the Company’s bylaws and corporate governance regulations. The provisions of this Policy apply to all relevant parties, including members of the Board of Directors and its committees.
Examples of conflicts of interest
Conflicts of interest include, without limitation:
• Exploiting confidential information for personal gain.
• Making decisions or entering into transactions for the benefit of another company or party in which the person has a direct or indirect interest.
• Holding shares in companies that deal with or compete with the Company.
• Receiving personal benefits by virtue of position or role.
• Working for a competing entity without the Company’s approval.
Disclosure of conflicts of interest
All stakeholders must disclose any conflict of interest to senior management at the outset of their relationship with the Company, and update it periodically or whenever a material change occurs.
A formal disclosure form must be completed and submitted to Compliance or Human Resources, as appropriate to the case, so that the proper action may be taken.
All disclosures are recorded in a dedicated register and must be retained for reference when needed.
Responsibilities of the parties
Board of Directors
• The Board interprets and oversees this Policy, ensures it is implemented and followed, and makes amendments as necessary.
• Decides on conflict situations.
• May delegate senior management or specialized committees.
Senior management
• Refrain from any commercial dealings or other dealings that affect the Company, directly or indirectly, without Board approval.
• Do not exploit information or position for personal purposes.
Employees
• Sign an undertaking regarding this Policy.
• Disclose any relationship that could lead to a conflict of interest.
• Refrain from using the Company’s assets or information for personal purposes.
Review of the Policy and disclosures
The competent committee reviews all conflict-of-interest disclosures semi-annually to ensure their accuracy and compliance with regulations.
All disclosures and any updates are documented, and any necessary information is published through approved official channels.
Violations and procedures
1. Any breach of this Policy constitutes a violation that may subject the offender to disciplinary action in accordance with the Company’s regulations and applicable laws.
2. All violations are escalated to the competent committee for review and appropriate decision-making.
Acknowledgement
Everyone to whom this Policy applies is required to:
• Read this Policy and comply with its provisions, annexes, and any updates.
• Fully disclose any conflict of interest.
• Refrain from any conduct that constitutes a violation of this Policy.