Introduction
Kuwait
Resorts Company K.S.C.P. is committed to (hereinafter referred to as the
“Company”) adheres to the highest standards of transparency, integrity and
responsibility. The company has prepared a whistleblowing policy that specifies
the procedures and guiding principles for reporting any suspicious behavior or
any violating behavior that occurs within the company so that the necessary
corrective action can be taken in a timely manner. This policy reflects the
company's commitment to standards of professional and ethical behavior by
helping to create an environment that enables company employees, members of
executive management, the Board of Directors, and key stakeholders to express
any concerns or inappropriate behavior while ensuring the protection of the
reporting person.
-This
policy forms an integral part of the company's governance framework.
-This
policy was developed taking into account the corporate governance rules issued
by the Capital Markets Authority, in addition to other regulatory requirements,
and leading international practices in this regard.
-In
the event of a conflict between this policy and prevailing laws and
regulations, the latter shall prevail.
Purpose
This
whistleblowing policy addresses the company's commitment to integrity and
ethical behavior by helping to provide an environment in which employees and
other key stakeholders can report internal and external whistleblowers “in good
faith” regarding activities that are illegal, unethical, inappropriate or
otherwise unlawful. of mismanagement without fear of any punishment or
arbitrary action. Therefore, this policy establishes clear guidelines and
procedures for reporting any violations by company employees and other key
stakeholders. It also allows concerns to be reported by board members, former
employees, consultants, suppliers, contractors and any other party with whom
the company has a business relationship.
This
policy is an integral part of the company's approved Business Conduct Charter.
References
This
policy has been prepared in accordance with the Governance Rules, Book Fifteen,
issued by the Capital Markets Authority:
•For
the sixth rule, which is concerned with promoting professional behavior and
ethical values.
•The
ninth rule is to recognize the role of stakeholders.
Scope of application
•This
policy applies to the process of reporting all types of wrong, illegal, or
unethical violations and behaviors that violate the law and legislation, or
those practices that violate the company’s policies, values, and principles.
The policy applies to all members of the Board of Directors and/or current
employees and/or former employees and /or consultants, and/or suppliers,
customers, and/or any other parties with whom the company has a business
relationship or common interests, without distinguishing between any of them,
and this policy is considered a continuation of the laws and legislation issued
by the relevant regulatory authorities without replacing them.
•This
policy applies to all actions, transactions or contracts, whether those actions
take place at the company’s headquarters or outside it, and regardless of the
geographical scope of the violation, which may affect the company’s reputation,
affect its performance, or expose it to accountability by others.
•The
time frame for reporting violations includes reporting any violation, whether
it occurred in the past, current violations, or violations likely to occur in
the future as a result of wrong or illegal practices or procedures.
Responsibility for implementing the policy
The
“Secretary of the Board of Directors” and “all parties concerned with receiving
reports” are responsible for ensuring that all company employees and key
stakeholders are able to report any concerns or suspicious activities without
fear of any arbitrary measures being implemented against them. All employees
and stakeholders also take The chief departments shall provide the necessary
procedures for reporting any violation or misconduct that comes to their
attention as soon as possible. Any inquiries about the content or scope of
application of this policy should be directed to the Secretary of the Council
and all parties concerned with receiving reports in the company to provide
advice. The Chairman of the Board of Directors is responsible for forming an
investigation committee to follow up on the results of investigations conducted
into any reports received.
Training
programs are being prepared to raise the level of awareness among all company
employees and key stakeholders regarding this policy through coordination
between the Internal Audit Department and the Human Resources Department. These
programs include providing practical advice necessary to avoid suspicious
behavior while emphasizing the importance of This policy and the company’s
approved Code of Business Conduct.
Definitions
Reporter:
For purposes of this policy, the term “reporter” means a person who reports
suspicious behavior or activity to relevant company authorities who have the
authority or actual ability to take necessary corrective action.
Reported
person: The reported person means the person against whom the report is being
made and whom the informant may believe is engaging in any suspicious behavior.
Acting
in good faith: All cases of reporting must be done based on the good faith of
the informant and based on sufficient reasons that justify the extent of the
need for reporting. Any report that later becomes clear that it was made with
the knowledge that the information that was provided was false with the aim of
causing harm to the person reported will be dealt with in a manner Serious
behavior may lead to taking appropriate disciplinary measures in accordance
with the company’s approved sanctions list, which may sometimes lead to
termination of service.
Protected
disclosure: Protected disclosure is any disclosure of suspicious behavior or
activity that requires support and protection of the reporting person from any
action that may be taken against him as a result of that disclosure. Disclosure
is considered protected disclosure only when it is made in a framework of good
faith and is related to conduct. Questionable.
Questionable
behavior: Questionable behavior includes any behavior that is illegal,
unacceptable, or undesirable, and includes:
-Intentional
falsification, concealment, disposal, or use of documents for work purposes or
illegal exploitation of information or job position.
-
Submitting or publishing financial records or data that are incorrect or
misleading in any way and intentionally.
Dishonest
Behavior
Dishonest
behavior includes:
-Dishonest
behavior by holders of influential positions, including accepting or granting
bribes, transactions carried out secretly, manipulating election results,
transferring or laundering money, defrauding shareholders, etc.
-The
employee behaved dishonestly, deliberately failed to perform the job duties
assigned to him, or exploited his position to obtain personal interests for
himself, the company, or any external party, or caused the external party to
bear losses.
Negative
behavior
Negative
behavior includes:
-Unethical
behavior or misconduct is any other behavior that violates the company’s
values, policies, or the company’s Code of Business Conduct.
-Any
inappropriate behavior that would harm the company’s interests or cause the
company to incur financial or non-financial losses (including committing acts
of harassment and unsafe, inappropriate, hostile, or insulting practices at the
work site).
Questionable
accounting or auditing procedures
This
includes accounting or auditing procedures that:
-It
is technically sound but is not consistent with the intent or spirit of the
law.
-Not
consistent with accounting standards.
-Involves
inappropriate or questionable interpretations of accounting or auditing
standards.
-Involves
fraud or fraudulent acts in nature but:
-The
employee did not do it with the aim of making a profit or causing a loss.
-It
was done on the employee’s belief that it might bring benefits to the company.
Punitive Measures
Punitive
measures mean any arbitrary measures that the company may take against the
reporting person as a result of submitting a report in accordance with this
policy. Punitive measures include, but are not limited to:
·
Dismissal, withdrawal of promotion, or lowering of job grade.
·
Any form of discipline or intimidation.
·
Discrimination or bias.
·
Any action that results in injury or loss.
·
Threatening to take disciplinary measures (explicit or implicit, conditional or
unconditional) or actually taking disciplinary measures unlawfully.
Reporting
cases
Reporting
must be made immediately in accordance with the procedures of this policy in
any of the following cases, but not limited to:
-
Fraud or intentional error during the process of preparing, evaluating,
reviewing or auditing any company financial statements.
-Fraud
or intentional error when registering or keeping the company’s financial
records.
-
Deficiencies in the company’s internal controls or non-compliance with them.
-
Misleading or providing false data to or by any company official regarding any
item in the company’s financial statements, financial reports, or audit
reports.
-Failure
to report the company’s financial position as required by applicable laws and
regulations.
-Misappropriation
of the Company's assets and/or income through mismanagement including but not
limited to criminal acts, fraud, forgery, willful negligence, withholding of
financial or non-financial information, or bribery.
-Exploiting
influence to obtain private or personal benefit.
-money
laundering.
-Cheating
and forgery.
-Misusing
inside information for personal gain.
-Intentionally
violating laws and regulations.
-Intentionally
violating the company’s policies and procedures, causing harm to the company or
stakeholders.
-Practices
that harm the work environment or pose a threat to the company’s employees,
customers, stakeholders, company assets, society, or the environment.
-Wrong
ethical practices and behaviors that violate public order and morals that may
affect the reputation of the company or its employees.
The
cases that are reported are cases that may result in the company violating laws
and regulatory instructions, or may result in material damage or financial loss
to the company, or may negatively affect the company’s reputation. Otherwise,
complaints that do not have an impact on the company’s reputation and do not
result in financial loss or violation of laws. If complaints are received
regarding employee affairs or job benefits and salaries, they are directed to
the Personnel Affairs Department.
Protection
of the reporting person
The
Company protects the whistleblower against any unfair decision to terminate the
service/relationship or any harmful practices made against the employee
unfairly or arbitrarily, and no arbitrary decision will be taken or recommended
against any person who reports any suspicious behavior in good faith.
If
the employee believes that an arbitrary decision has been taken against him as
a result of reporting any suspicious behavior, he can notify the Secretary of
the Board of Directors or send a message to the e-mail designated for that
purpose, who in turn will notify the Chairman of the Board of Directors
immediately upon receiving the information from the employee.
Notwithstanding
the above, this policy does not protect the whistleblower or the employee from
taking any disciplinary action against him if that decision is taken as a
result of other behavior by the whistleblower that differs from the
questionable behavior that the whistleblower disclosed.
The
Company will not tolerate harassment or harm caused to a bona fide
whistleblower for reporting suspicious behavior or activity.
The
reporting person must have good faith and have reasonable grounds to believe
that the information disclosed constitutes suspicious behavior or activity. If
it is proven that the reports submitted are unconfirmed or incorrect, or
malicious complaints were submitted intentionally, the company will deal with
them seriously and take appropriate disciplinary measures, which may lead to
dismissal from work in accordance with the relevant laws and in accordance with
the provisions of the Labor Law, company policies and the sanctions list.
applicable in the company.
Every
person reporting a violation is obligated to do the following:
-
Ensure credibility in the report, by avoiding rumors and fears that are not
based on practical reality.
-
Commitment to objectivity, ensuring accuracy in reporting, and staying away
from personal disputes, or exploiting or employing reporting to achieve
personal gain, or to undermine confidence in the company’s employees and
officials.
-
Accuracy in conveying the news, clarity in the language of reporting, avoiding
incomprehensible symbols or signs, or incomplete or fragmented information, and
clarifying all the details related to the report, which would guide the case,
description, and location of the violation, and attaching anything that would
give details and evidence of the violation. As much as possible and consistent
with the nature of the violation.
-Report
the violation immediately.
-Accept
the terms and conditions for reporting violations contained in this policy.
-The
whistleblower will be held accountable as a result of false, incorrect, or
malicious allegations, which may lead to tarnishing the reputation of the
company or one of its employees, which may include taking disciplinary measures
against the whistleblower if the report is proven malicious or false and causes
harm to others, or suing him before judicial authorities.
The
reporter must adhere to complete confidentiality of the report in order to help
the company in exercising its duties regarding the report, conduct the
necessary research and investigation in accordance with its established
procedures, and preserve the reputation of the company or others from
allegations that are not based on sufficient evidence, which - if they are not
serious or are found to be false or untrue - would It creates a right for the
company or a third party to prosecute him.
Anonymous
reports
This
policy encourages the company's employees and key stakeholders to identify
themselves when submitting any report whenever possible, and the company
respects their desire to remain anonymous when submitting a report. It should
be noted that anonymous reports have less impact and are considered at the
company's discretion, taking into account the following factors:
-The
seriousness and credibility of the submitted report.
-The
possibility of confirming the report from reliable sources.