FOREWORD BY THE GROUP MANAGING DIRECTOR/CEO

With the increased importance of corporate governance in today’s business environment, it is important to ensure that our business processes and operations are in compliance with the highest ethical standards. Our corporate Core Values of integrity, respect and professionalism guide us in the way we conduct our business and ensure that we operate ethically and sustainably.

With that in mind, KOSSAN Code of Ethics and Conduct (“KCEC”) outlines the general ethical standards that apply to all of our employees and directors within KOSSAN Group of Companies. While KCEC does not address all ethical concerns that we may encounter, nevertheless it will help us make ethical decisions on a daily basis. And, I urge you to seek guidance from your immediate superior and Head of Department or Human Resource manager whenever you are in doubt or you need assistance.

It is the responsibility of all of us in KOSSAN to comply with the KCEC.

Last but not the least, I urge all of you to give your personal commitment and contribute towards this efforts.

INTRODUCTION AND APPLICATION

KOSSAN is committed to a sustainable business model that is embedded with our Core Values: integrity, respect and professionalism. The Group is committed to comply with the highest ethical standards. With that in mind, KOSSAN Code of Ethics and Conduct (“KCEC”) outlines the general ethical standards that apply to all employees and directors within KOSSAN Group of Companies. These guiding principles apply in our interactions with all stakeholders such as coworkers, suppliers, vendors, customers, government and regulatory authorities, shareholders and the general public.

KCEC is not a comprehensive guide of all ethical issues that employees may face, but merely highlights specific ethical issues. In dealing with ethical issues not detailed in KCEC, employees are expected to use their best moral judgement. If an employee has ethical questions, they are encouraged to consult immediate superior, Head of Department and Human Resource manager. KCEC may be revised or updated as and when needed at the sole discretion of the management. KOSSAN welcomes suggestions for improving KCEC.

COMPLIANCE WITH NATIONAL LAWS AND REGULATIONS

KOSSAN is committed to comply with all national laws, rules, and regulations of government agencies and authorities.

CONFLICT OF INTEREST

KOSSAN employees must avoid having a personal, business, financial, activity, interest or relationship, outside KOSSAN that has or may be in conflict with KOSSAN Group of Companies. Any material transaction or relationship that may give rise to an actual or perceived conflict of interest shall be discussed promptly with immediate superior and Head of Department.

Conflicts of interest may arise, but are not limited to, the following situations:

  1. Performing work or render direct consulting or services for an organization that competes or does business with KOSSAN without appropriate approval from the management.
  2. Accepting loans or gifts of entertainment, food, or cash from subordinate employees or any outside concern that does or seeks to do business with or is a competitor to KOSSAN.
  3. Obtaining a personal financial benefit in any sale or loan of company property.
  4. Using or disclosing any confidential information gained during employment for an employee’s personal benefit or the benefit of others, including a future employer.
ANTI-CORRUPTION POLICY

KOSSAN adopts an Anti-Corruption Policy that expressly prohibits all forms of corrupt practices. All KOSSAN employees are prohibited directly and indirectly from

  1. soliciting, accepting, agreeing or attempting to solicit from any party for personal and/or any other party benefits and/or
  2. offering, promising or giving, agreeing or attempting to offer to any party;

any bribe or gratification as an inducement or a reward in relation to company business and/or showing favour or disfavour to any party and whether in the form of cash payment, kickback, commission, donation, fee, entertainment, gift, discounts, rebates, unpaid use of service or property and benefit or advantage of any kind.

EMPLOYMENT POLICY AND GUIDELINES

Discrimination and Harassment: KOSSAN prohibits discrimination and harassment of employees whetheror not the incidents occur on the company’s premises and whether or not the incidents occur during business hours. The Group prohibits discrimination and harassment based on ethnic groups, colour, religion, sex, national origin, age, or disability.

Compliance with Employment Laws and Regulations: KOSSAN is committed to comply with all employment laws and regulations. The Group is committed to equal employment opportunities, fair compensation, development and advancement opportunity for all qualified individuals.

Non-Compete Policy: Employees who have access to certain critical and sensitive business information and/or trade secrets are required to enter into a Non-Compete Agreement with the company. This policy prohibits KOSSAN employees from joining our competitors within a stipulated time frame upon leaving the company. The tenure of the agreement is subject to the position level and level of access of this information.

Workplace Violence: KOSSAN does not tolerate workplace violence including threats, threatening behavior, intimidation, assaults or similar conduct.

Illegal Drugs and Alcohol Policy: KOSSAN employees shall not distribute, possess or use illegal or unauthorized drugs or alcohol on the company property, or in connection with our business.

Third Party Intellectual Property: KOSSAN employees shall not knowingly infringe on the protected intellectual property rights of other parties.

Occupational Health, Safety and Environment: KOSSAN is committed to providing a safe and healthy working environment to all employees. KOSSAN employees shall comply with all the health, safety and environment rules and regulations as set out by the management.

Dress Code: All KOSSAN employees shall be neatly and appropriately attired during working hours.

Public Communications: KOSSAN employees are prohibited, unless authorized by the management, to making a public statement concerning the state of affairs of the Group on printed and/or electronic media.

BUSINESS RECORDS

Accuracy and Integrity of Business Records: Employees shall act in good faith not to misrepresent material facts in KOSSAN books and records or in any internal or external correspondence, memorandum, or any kind of communication.

Financial Reporting: All company funds, assets, liabilities and receipts shall be recorded and maintained in accordance with legally acceptable accounting procedures.

Proper Maintenance of Records: The Group maintains documents in accordance with all applicable laws and regulations.

Relationship with Auditors: KOSSAN employees shall cooperate fully with internal and external auditors during examination of the company’s books, records, and operations.

USE OF COMPANY RESOURCES
  1. Employees shall use Internet and electronic mail system solely for business purposes.
  2. KOSSAN’s electronic mail system is a company resource, and the company reserves the right to read, view and copy any email communications.
  3. Employees shall take reasonable care not to disclose confidential information, or acquire unauthorized information over the Internet.

Equipment and Supplies: All equipment and supplies purchased by the company remain KOSSAN’s property, and shall not be used by KOSSAN employees for personal reasons.

Political Related Interests: KOSSAN employees shall not use the company’s resources, reputation or assets to support a political candidate and/or party

Non-Work Related Interests: KOSSAN employees shall not use the company facilities to promote non-work related interests of the employee or of third parties without prior consent of the management.

Proper Use of CompanyAssets: KOSSAN employees shall only use, transfer, or dispose of funds or assets for the lawful and legitimate business purposes duly approved by the management.

CONFIDENTIALITY AND DATA PROTECTION

Confidential Information of Company: KOSSAN employees shall exercise care to avoid disclosing non-public, internal or proprietary information related to KOSSAN, to any unauthorized persons, either within or outside the company during and upon leaving employment with KOSSAN, except such disclosure is duly approved by the management.

Access to Confidential Information: Only those employees that require confidential information to discharge their duties and/or conduct their business have access to confidential information and they shall take all necessary steps to ensure this information remains private and confidential.

Confidential Information of Employees: Personal particulars, employment related and medical records of all KOSSAN employees are private and confidential. These records shall only be disclosed if the employee provides a written consentor required by applicable law.

Personal Data and Protection Act, 2010: Employment information of current and former Employees shall be protected as required by the laws and regulations.

Contact Information:
  1. Immediate superior and Head of Department
  2. Respective company’s Human Resources Manager
  3. Respective company’s Directors and General Manager
RESPONSIBILITY OF EMPLOYEES AND HEADS OF DEPARTMENTS

All KOSSAN employees shall comply with KCEC. If questions arise, please consult the personnel listed in the Contact Information.

Heads of Departments (“HODs”) shall take reasonable measures to ensure that subordinate employees are complying with these guidelines. HODs are responsible for misconduct by employees if they give orders resulting in misconduct; ratifies the misconduct, condoning misconduct by inaction; the HOD has direct authority and knows of the conduct but fails to act appropriately; or should have known with reasonable diligence that the actions occurred.

DUTY TO REPORT AND INVESTIGATION OF VIOLATIONS OF KCEC

Duty to Report of Alleged Violations: Employees shall report any actual or suspected violations of KCEC to the respective company Human Resources Manager and Head of Department. Failure to report any actual or suspected violations of KCEC is in itself a violation of KCEC.

Investigation of Alleged Violations: All complaints, inquiries and reports will be promptly investigated. Employees shall give full co-operation in the investigation. Reasonable measures shall be taken to ensure confidentiality of the identity of the person who reports a suspected violation or participated in the investigation. If you are unsure whether a violation has occurred, you may seek advice from the personnel listed in the Contact Information before acting. All your queries will be treated confidentially.

Non-Retaliation Policy: KOSSAN adopts a Non-Retaliation Policyin which employees will not be retaliated against or subject to any form of reprisal for raising a good faith concern under this policy or participating in an investigation into any such concerns. Retaliation is a serious violation of KCEC and should be reported immediately.

ZERO-TOLERANCE POLICY TOWARD VIOLATIONS OF KCEC

KOSSAN adopts a zero-tolerance approach to violations of KCEC, failure to report actual or suspected violations, or retaliation against whistleblowers. Employees that are found to have violated KCEC or retaliated against whistleblowers will be subject to severe disciplinary action which includes termination of employment, if deems fit.