Governance

Code of Conduct for Board Members (Chairman, other Board Members and Managing Director) of The IBN SINA Pharmaceutical Industry PLC on the Duties and Responsibilities, Conflict of Interest and Confidentiality, Compliance with the Laws, Rules and Regulations.

As per Condition no. 1(7)(b)of BSEC Notification no- BSEC/CMRRCD/2006-158/207/Admin/80 dated June 03, 2018 on Corporate Governance Code, based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors of the Company has laid down a code of conduct for the Chairman, Board Members and Managing Director of the Company including among others, prudent conduct and behavior; confidentiality; conflict of interest; compliance with laws, rules and regulations; prohibition of insider trading; relationship with environment, employees, customers and suppliers; and independency.

I. INTRODUCTION

The Board of Directors hereby establishes its Code of Conduct to provide guidance to its members regarding prudent conduct and behavior; confidentiality; conflict of interest; compliance with laws, rules and regulations; prohibition of insider trading; relationship with environment, employees, customers and suppliers; and independency.

Compliance with the provisions of this Code will allow the Board to fully implement its Governance Manual; to enhance relationships and foster teamwork among the Board members and also with staff; and to build respect, confidence, and credibility with the stakeholders and shareholders at large.

II. STANDARDS OF CONDUCT AND CODE OF ETHICS

Each Board Member shall adhere to the following Code of Conduct and Ethics:

The Directors shall maintain high ethical and moral character, both professionally and personally, so that their behavior will reflect positively upon the Board of The IBN SINA Pharmaceutical Industry PLC.
Members of the Board shall use proper care and exercise independent professional judgment and competence in the performance of their duties.
The Board shall maintain confidentiality about all matters that are considered in the meetings.
It is required to be familiar and comply with the provisions of the Companies Act., 1994. In addition to such compliance, Board members to be aware of the "conflict of interest" contained in the Companies Act, 1994.
None of the Directors will have private contracts or business dealings with any Department of the Company.
The Board shall exercise due diligence to avoid breaches of duty and/or obligations.
Board decisions and actions are to be based on integrity, competence, and independent judgment on the merits and benefits to the stakeholders/shareholders of the Company.
Board Member will play full and active role in the work of the Company to fulfill their duties and responsibilities responsibly and at all times, act in good faith and in the best interests of the Company.
The dealings of the Board with the public and their affairs should be to the best of their ability.
Board Members will strive to cultivate and maintain good relations with the Shareholders, Customers and Employees as set forth in the Code.
It has the duty to ensure the safeguarding of funds and the assets of the Company.
The Directors must carry out their fiduciary obligations responsibly that is, take appropriate measures to ensure that the Company uses resources efficiently, economically and effectively, avoiding waste and extravagance.
Board Member who misuse information gained by virtue of their position may be liable for breach of contract under the Companies Act, 1994 (Amendmend 2020) and/or insider dealing legislation.
The Directors must comply with the Service Rules of the Company and relevant rules and regulations applicable for the Company.

III. DUTIES AND RESPONSIBILITIES OF DIRECTORS

A Director is responsible to:

Carry out his/her fiduciary duties with a sense of objective judgment and independence in the best interests of the Company and Stakeholders as a whole.
Perform his duties in an independent and objective manner and avoid activities that may impair, or may appear to impair, their independence or objectivity or official responsibilities.
Be informed of the Memorandum and Articles of Association of the Company, its mission, vision, values, policies and codes of conduct as they pertain to the duties of a Director;
Attend Board meetings regularly, serve on committees of the Board as appointed and contribute from personal, professional and life experience to the deliberations of the Board;
Exercise due care and diligence in the performance of his / her duty and employ his/her skills pursuant to applicable laws and objectives of the Company;
Be independent and impartial in giving advice and in expressing views on any issue which comes up for consideration and/or decision of the Board.
Not be influenced by self-interest, outside pressure, expectation of reward or fear of criticism;
Act with honesty and integrity and conduct himself / herself in a manner consistent with the nature of the responsibilities and the maintenance of public confidence in the conduct of the Board's business;
Voice clearly and explicitly, at the time taking a decision any contrary view to a decision being considered by the Board;
Maintain solidarity with fellow Directors in support of a decision that has been made in good faith in a legally constituted meeting, by Directors in reasonably full possession of the facts;
Request review of a decision, if she/he has reasonable grounds to believe that the Board has acted without full information or in a manner inconsistent with its fiduciary obligations;
Allow the executives of the Company to independently discharge their functions in conformity with the underlying governance practices;
Comply with all other codes and policies approved by the Board from time to time.
The Directors shall unless otherwise required by law, maintain confidentiality and shall not divulge/disclose any information obtained in discharging their duties.
For not to use any confidential information for his/her personal gain, directly or indirectly, received or obtained by him in his/her capacity as a member of the Board.

IV. CONFLICT OF INTEREST

The fundamental relationship between each director and the Company is absolutely based on fiduciary. Essential to trust is a commitment to honesty and integrity. These narrations are intended to ensure the maintenance of the highest standard and integrity of the Board.

The Directors shall put the interests of the Company ahead of any personal interest or the interest of any other person, group or entity. It also means performing his / her duties and transacting the affairs of the Company in such a manner that promotes public confidence and trust in the integrity, objectivity, impartiality and high standard of ethics of the Board.

(1) Definition

(a) A conflict of interest refers to situations in which personal, occupational or financial considerations may affect, or appear to affect, a Director's objectivity, judgment or ability to act in the best interest of the Company.

(b) A conflict of interest may be real, potential or perceived in nature.

(d) A potential conflict of interest may arise when a Director has a private or personal interest such as an identified future commitment.

(e) A perceived or apparent conflict of interest situation in one where a person of ordinary prudence has reason to doubt or believe that a Director has a conflict of interest.

(f) Full disclosure, in itself, does not remove a conflict of interest unless the Board, having analyzed the disclosed facts, considers the conflict neither material nor of any significance.

(2) Pecuniary Advantage

(a) No Director shall directly or indirectly receive any profit from his / her position as such, provided that the Directors may receive reasonable payments for their services and reimbursement for reasonable expenses incurred by them in the performance of their duties.

(b) The pecuniary interests of immediate family members (including the immediate family members of a Director's spouse) or close personal or business associates of a Director are also considered to be the pecuniary interests of the Director.

(3) Principles for Dealing with Conflict of Interest

(a) Both prior to serving on the Board and during the term of office, each Director must openly disclose a potential, real or perceived conflict of interest sooner the any matter of conflict arises and/or come into the knowledge.

(b) If a Director is not assured whether she/he is in a conflict of interest situation, the matter may be brought to the attention of the Chairman of the Board for advice and guidance empathetically.

(c) If there is any question or doubt about the existence of a real or perceived conflict, the Board will determine by majority vote if a conflict exists. The concerned Director potentially in conflict of interest shall withdraw from the meeting when the Board discusses the issue.

(d) The disclosure and decision as to whether a conflict exists shall be duly recorded in the minutes of the meeting.

V. CONFIDENTIALITY

It is the responsibility of Directors to know what information is confidential and to obtain clarification when in doubt. Except as s/he may be compelled by applicable legal process, a Director must, both while having and after ceasing to have that status, treat as confidential all information regarding the policies, internal operations, systems, business or affairs of the Company obtained by reason of his / her status as a Director and not generally disclosed to the public. A Director shall not use information obtained in his/her capacity as a Director for personal benefit. Each Director shall avoid activities which may create appearances that he has benefited from confidential information received as a Director

VI. GENERAL PROVISIONS

Board of Directors shall govern the Company within the purview of the Memorandum of Association (MOA) and Article of Association (AOA) of the Company.
The Board must operate the Company in accordance with the rules set forth in the Service Rules of the Company and the decision taken by the Board and the Shareholders in General Meeting time to time.
The Board must comply with the Companies Act, Corporate Governance Code of BSEC, the Rules and regulations, Directives and Notifications given / issued / promulgated by the concerned regulatory bodies of the Country.
The provisions of this policy/code do not excuse any Board member from other restrictions of state or company law regarding conflicts of interest.
Any breach of this Code of Conduct and Ethics shall be reported to the Audit Committee. The Committee will investigate as appropriate and report its findings and recommendations to the Board and if feels expedient may place the same to the Shareholders in General Meeting.

Code of Conduct for the Board