Code of Ethics

This Code of Business Conduct and Ethics for Directors, Officers and Employees has been developed to provide guidance for all Directors and Employees (including Officers) of Desert Enterprises Company and its subsidiaries and affiliates. All Company personnel are expected to maintain high ethical standards of conduct and to comply fully with applicable laws and governmental regulations Inside Sultanate of Oman and where ever the company operates. All Employees and Directors will receive or be provided with a copy of this Code and should read, understand and comply with this Code in all of the Company’s matters and operations.

This Code is in addition to other detailed policies that the Company may adopt from time to time. All Employees and Directors should read, understand and comply with any applicable detailed policies.

 

LAWFUL CONDUCT

All Associates shall carry on the business of the Company in compliance with Omani Law and all applicable laws. Without limiting this obligation, the following conduct is prohibited:

• Employee theft, fraud, embezzlement, misappropriation, or any form of wrongful conversion of property belonging to the Company or another employee.
• Any act of fraud, deception or intentional misrepresentation against or involving the Company, a customer, a supplier or any other party.
• Any act of bribery, including a promise, offer or gift of money or anything of value made or offered by an employee to:

1. A government official or someone acting for the government; or
2. A person employed by, or acting on behalf of, a customer, supplier or other organization with which the Company does business or has prospective business, (except in the case of certain permitted gifts described below).

• The destruction or alteration of Company records in order to falsify, conceal or misrepresent information for any purpose including any motivation to:

1. Avoid criticism for errors of judgment or to conceal failure to follow a supervisor's instructions
2. Show a performance record better than, or different from, performance actually achieved
3. Misrepresent the employee's performance, activities, or other transactions, or those of another employee.

• Political contributions of money, services, or other property of the Company that are in violation of the law when the contributions are made.
   

CONFLICTS OF INTEREST

A CONFLICT OF INTEREST EXISTS WHEN AN INDIVIDUAL'S PRIVATE INTEREST CONFLICTS WITH THE INTERESTS OF THE COMPANY. WHEN AN INDIVIDUAL'S LOYALTY TO THE COMPANY AND CONDUCT OF RESPONSIBILITIES AND DUTIES TOWARDS THE COMPANY IS PREJUDICED BY ACTUAL OR POTENTIAL BENEFIT FROM ANOTHER SOURCE A CONFLICT OF INTEREST EXISTS.

We are confident of the individual loyalty and honesty of our employees and associates. The integrity of our employees and associates are critical sources of goodwill and absolutely necessary to our success. Employees and associates should never be in a position where their personal interests or third parties inappropriately influence their judgment on Company matters.

No employee or associate should be subject, or even reasonably appear to be subject, to influences, interests or relationships that conflict with the best interests of the Company. This means avoiding any activity that might compromise or seem to compromise the integrity of the Company or the employee or associate. All employees and associates shall avoid conflicts of interests in connection with the conduct of the Company's business except as expressly permitted by this Code.

 

COMMON SOURCES OF CONFLICTS

Although it is impossible to prepare a list of all potential conflict of interest situations, conflicts of interest generally arise in four situations:

1. INTEREST OF EMPLOYEE OR ASSOCIATE - When an employee or associate, a member of the employee’s or associate's family or a trust in which the employee or associate is involved, has a significant direct or indirect financial interest in, or obligation to, an actual or potential competitor, supplier, lender, service provider or customer of the Company.
2. INTEREST OF RELATIVE - When an employee or associate conducts business on behalf of the Company with a supplier of which a relative by blood or marriage is a principal, partner, shareholder, officer, employee or representative.
3. GIFTS - When an employee or associate, a member of the employee's household, a trust in which the employee is involved, or any other person or entity designated by the employee, accepts gifts, credits, payments, services or anything else of more than token or nominal value from an actual or potential competitor, supplier or customer.
4. MISUSE OF INFORMATION - When employee misuses information obtained in the course of employment.

 

SPECIFIC EXAMPLES

While it is not possible to describe every situation, it is useful to consider a few examples in which clear conflicts of interest are present so that ground rules can be established:

a)    POSITION OF INFLUENCE - If an employee or associate or a member of that employee or associate's family has a significant financial or other beneficial interest in an actual or potential supplier, the employee or associate may not, without full disclosure and specific written clearance by appropriate Company representatives, influence decisions with respect to business with such supplier or customer. Such positions include situations where employees or associates draw specifications for suppliers' raw materials, products or services; recommend, evaluate, test or approve such raw materials, products or services; or participate in the selection of, or negotiating arrangements with, suppliers.

b)   OTHER POSITIONS - It is expressly acceptable for individuals of this Company to serve as officers and directors of other companies at their discretion.

 

ADVANCE DISCLOUSURE

Because conflicts of interest have the potential of serious abuse, all conflict of interest circumstances affecting any employee or associate should be disclosed to the appropriate Company representative. While transactions affected by a conflict of interest must generally be avoided, there may be times when such transactions are nevertheless fair and appropriate and in the Company's best interest. An employee or associate who believes a potential transaction that may be affected by a conflict of interest should nevertheless be pursued, must disclose all material terms of the proposed matter to the appropriate Company representative in advance. No such transaction may be pursued, however, unless it is approved in advance by the appropriate, duly authorized and disinterested officers of the Company, the board of directors or an appropriate committee thereof.

 

FAIR DEALINGS WITH OTHERS

Each Employee and Director of the Company should endeavor to deal fairly with the Company's customers, suppliers, competitors, external advisers and employees. None should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

 

HEALTH AND SAFETY/ENVIRONMENTAL MATTERS

A sound environmental, health and safety performance contributes to the Company's competitive strength and benefits its customers, shareholders and Employees. Employees are therefore expected to conduct operations on behalf of the Company with the highest regard for the quality of the environment. Translated into day-to-day activities, that means reporting unsafe working conditions, using resources efficiently, recycling as appropriate, handling any hazardous materials properly and handling and disposing of all materials and waste according to applicable laws and Company policies.

Maintaining a secure workplace safeguards the Company's Employees, information and property. The Company intends to comply with all laws and standards established by the government and agencies (both Sultanate of Oman and foreign) respecting discharges into water sources or the atmosphere or the disposal of solid and hazardous wastes.