Introduction

This document sets forth principles and regulations for enhancing governance, particularly across the board level, which is a key requirement for improving company performance and protecting the rights of shareholders and other stakeholders. It embodies NAEEM group strategic orientations to achieve the ambitious strategic plans targeting sustainable growth.

The document has been prepared in accordance with the highest standards and international criteria set by the Organization for Economic Co-operation and Development (OECD), the corporate governance policies and regulations in the Arabic Republic of Egypt issued by the Egyptian Institute of Directors affiliated to the Ministry of Investment, as well as the effective laws pertaining to governance. The document also takes into consideration the internal factors such as the company’s history and founders.

We, NAEEM Holding S.A.E., and our current and future direct and indirect subsidiaries are a regional group (NAEEM Group) operating in various jurisdictions striving for integrity both in business behavior and corporate governance.

Definition of Governance:
The combination of processes and structures implemented by the board to inform, direct, manage, and monitor the activities of the organization toward the achievement of its objectives.
Final Objective:
To manage the relationship between shareholders such as owners of shares, board of directors, executive managers, employees, clientele -(related parties)- to achieve the maximum benefit for NAEEM group, national economy and the Egyptian society.

Code of Conduct

Overview

Our integrity and reputation depend on our ability to do the right choice, even when it’s not the easiest one. The Code of Conduct is a collection of rules and policy statements intended to assist employees and directors in making decisions regarding their conduct related to the firm’s business. The Code is based on our fundamental understanding that integrity is vital for NAEEM group’s sustainable growth.

Use and Implementation of the Code

The Code of Ethical Practice expresses the values and responsibilities that are important aspects of the financial services profession. It is intended to assist NAEEM group to act ethically in the performance of their professional practice and to protect the rights and responsibilities of clients, other financial services providers, colleagues, workplaces and the community. The Code’s framework provides guidance in areas of common ethical dilemmas, within which professional judgment must be applied to determine the best practice in each situation.

Conflicts of interest

We act in the best interests of NAEEM group’s client, and prioritizing his needs over others (e.g., creditors or employers). Our group is keen on immediate conflict resolution as soon as detected.

Professionalism

We strive to rise to the highest standards of professional practice constantly upgrading NAEEM employees’ competences, trainings and experiences. We are keen on cooperating with peers and allied professionals to share knowledge and resources, as well as to demonstrate honesty, reliability, authenticity and transparency in professional relationships.

Group Compliance Policy

Compliance is a responsibility that every employee shares regardless of their position within the company. This implies a strong compliance commitment, good corporate citizenship and responsible corporate behavior on a global basis. Every employee is expected to play his or her part, under the guidance of their management and Compliance Officer.

Management is responsible for appointing a Compliance Officer and establishing an effective Compliance function at all levels within NAEEM.

As a regional group, we are subject to the laws multiple jurisdictions in which we operate. We are committed to conduct our affairs in a manner consistent with all applicable laws. Being a NAEEM Group employee, we are expected at all times to conduct business in accordance with all applicable national, regional, local and foreign laws, and applicable NAEEM Group policies. NAEEM Group condemns all acts that violate any applicable law, rule or regulation, even when such action appears to be in NAEEM Group’s best interest.

Whistle Blowing

We are committed to conduct NAEEM group’s business with honesty and integrity and we expect all staff to maintain high standards in accordance with our policies and procedures. However, all organizations face the risk of unknowingly harboring illegal or unethical conduct. A culture of openness and accountability is essential in order to prevent such illegal or unethical situations or to address them immediately should they do occur.

The aims of the policy are:
To encourage staff to report suspected wrongdoing immediately knowing that their concerns will be investigated and that their confidentiality will be respected.
To provide staff guidance as to how to raise those concerns.
To reassure staff that they should be able to raise genuine concerns without fear of retaliations, even if they turn out to be mistaken.

Anti-money laundering policy

As a regional group, we are committed to the highest standards of Anti-Money Laundering and Combating Terrorism Financing (AML/CTF) compliance. We strictly require our management and employees to adhere to these standards to prevent any occurrence of money laundering. The policy outlines the minimum general unified standards of internal AML/CTF control to mitigate the legal, regulatory, reputational and subsequent financial risks.

We shall designate a framework of policies, controls and procedures to manage effectively the risks of ML/TF. Those policies, controls and procedures shall be proportionate to the nature and size of the group.

The policy is mandatory to NAEEM group, moreover all individuals acting for or on behalf of the group such as consultants, interns and temporary employees.

Business Continuity Plan (BCP)

Our policy dictates quick recovery and resuming business operations should significant disruptions occur. NAEEM group will respond by safeguarding our employees and property, making a financial and operational assessment, protecting the group’s books and records, and allowing our customers to transact business.

Our BCP is designed to permit us to resume operations as quickly as possible, given the scope and severity of the significant business disruption.

Our BCP includes data backup for all mission critical systems, financial and operational assessments, alternative communications with customers, employees, and regulators as well as assuring our clients prompt access to their accounts if we are unable to continue our operations.

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