This policy aims to establish a mechanism that enables company employees or stakeholders to understand the procedures to be followed in submitting complaints or reporting practices, violations, or irregularities in financial reports and other matters. It creates secure communication channels between the whistleblower and the company for receiving and processing reports about any violations committed, being committed, or about to be committed, with the goal of combating fraud, embezzlement, corruption, and unlawful, unethical, or unprofessional behavior within the company.

  • Policy: The whistleblowing policy regarding improper practices.
  • Violation: Any act of fraud, corruption, collusion, coercion, illegal behavior, misconduct, financial mismanagement, financial or accounting irregularities, conflict of interest, wrongdoing, unethical practices, or concealment of any of these, whether committed or potentially committed.
  • Stakeholders: All persons who have a relationship with the company, including employees, creditors, customers, suppliers, and the community.
  • Unethical Matters: Intended or unintended behaviors and practices that are inconsistent with sound ethics, harm the interests and reputation of the company, or are incompatible with established work standards or professional conduct.
  • Whistleblower: The person reporting a violation or unethical matter related to the company.
  • Reporting: The process of submitting a violation report.
  • Company: Sinad Holding Company.
  • Board of Directors: The company’s Board of Directors.
  • Executive Management or Senior Executives: Persons responsible for managing the company’s daily operations, proposing strategic decisions, and implementing them (e.g., CEO, deputies, CFO).
  • Audit Committee: The company’s Audit Committee.
  • Bylaws: The company’s bylaws and internal policies and regulations.

  • Encourage employees and stakeholders to report any violations related to the company, whether internal or external, and connected to the company.
  • Ensure confidentiality of the whistleblower’s identity and the information contained in the report throughout all processing stages.
  • Provide protection for whistleblowers from any action taken against them as stated in the policy.
  • Encourage employees and stakeholders not to hesitate to report any violations, even if they are uncertain about the report’s validity or provability, as long as the report is made in good faith. False rumors and irresponsible behavior are discouraged. A whistleblower who acts in good faith but whose claim is not confirmed during investigation will not face any action.
  • Provide employees and stakeholders with information about all whistleblowing channels, through the means specified in Article (9).
  • Raise awareness and encourage employees and stakeholders about their responsibility to report any violations connected to the company, regardless of their nature.

The Audit Committee is the entity to which reports are directed. It studies and handles them as it deems appropriate for the company’s interest. The Audit Committee periodically reports to the Board of Directors on received cases, actions taken, and results.

  • Financial and administrative corruption, including illegal exploitation of financial or non-financial resources or organizational management within the company.
  •  Violations of laws, regulations, directives, and policies applicable to the company’s operations.
  •  Violations related to environmental, health, and safety issues at work that may harm the environment, workplace, or endanger any person.
  • Improper conduct that violates public order, Islamic morals, customs, and established traditions.
  • Misuse of company resources, property, or assets.
  •  Abuse of power or authority or taking decisions contrary to the company’s interests.
  • Passing illegal operations or circumventing regulations or covering up systemic errors.
  • Conflicts of interest in any of the company’s work or contracts that have not been properly disclosed.
  •  Obtaining unentitled benefits.
  • Unauthorized disclosure of confidential information.
  • Willful concealment, deliberate negligence, or destruction of official documents or cover-up of fraudulent financial reports.
  • Gross negligence that could harm the company.
  • Concealing any of the violations mentioned above or similar issues.

  1. Receiving the report

  2. Initial assessment

  3. Determining the verification plan

  4. Documenting supporting reasons for handling decisions

  5. Taking corrective action decisions

  6. Following up on implementation

  7. Record-keeping

  • Exercise honesty when reporting to the best extent possible by avoiding rumors or unfounded claims and reporting when there is a genuine and reasonable suspicion.
  • Avoid malicious reporting aimed at defaming others, retaliation, or undermining trust in the company or its stakeholders.
  •  Exercise due diligence in reporting, providing as much detail as possible about the violation, and attaching all relevant information or evidence if available.
  •  Report the violation promptly.
  • Maintain absolute confidentiality of the report to protect the company’s interests.
  • Bear responsibility for malicious allegations if proven to have been intended to harm the company, its employees, or stakeholders.

  • Handle any report seriously regardless of its nature, content, impact, or importance.
  • Take all measures necessary to protect the whistleblower and ensure no harm comes to them as stated in the policy.
  •  Notify the whistleblower of the receipt of the report and the decision taken if possible.
  • Take necessary action if the violation is proven.
  • Consider the interests of employees and stakeholders.
  • Refer reports to the competent monitoring and investigation body, whether internal or external
  • Observe the required record-keeping period for reports and related documentation.
  • Maintain a register of reports and their related information.

  •  Protect whistleblowers who submit non-malicious reports from any retaliatory actions by company employees.
  • Anonymous whistleblowers who do not provide their identity are not eligible for the protections provided by this policy.
  • The company is committed to not disclosing any information about the whistleblower, except to competent authorities such as investigative or judicial bodies.

  •  Reports are initially directed to the Governance and Compliance Manager via email (whistle_Blowing@sinadholding.com), who forwards them directly to the Chair of the Audit Committee.
  • The whistleblower may also send reports directly to the Audit Committee, one of its members, or the Board itself.
  • The company handles reports objectively and progressively under internal instructions approved by the Audit Committee, ensuring appropriate handling and corrective action planning. Reports are categorized according to type and processing approach consistent with the company’s organizational structure.

  • This policy is effective from the date of Board approval.
  • The Board has the right to interpret or clarify its provisions.
  • The Audit Committee oversees implementation.
  • Amendments may only be made by Board resolution.
  • This policy does not replace the law or its executive regulations. In case of conflict, legal provisions prevail.
  • The Audit Committee periodically reviews the policy to improve and align it with best practices or regulatory changes.
  • The company may publish this policy or a summary on its website or by any other means it deems appropriate.

The company aims through this policy to balance its objectives with those pursued by the community to improve social and economic conditions and achieve sustainable development for the community and employees by making optimal use of available resources.

  • Policy: Corporate Social Responsibility and Social Work Initiative Policy
  • Nonprofit Entities: Any organization whose primary aim is to support one or more public or private activities without any commercial interest or profit motive, and not engaged in or promoting such.
  • Corporate Social Responsibility and Social Work Initiative: Refers to the company’s ongoing commitment to act ethically and contribute to sustainable development for the community and employees by improving living, social, and economic conditions for the workforce, in addition to the community as a whole, while making optimal use of available resources.

The company seeks to make a positive contribution to the community where it operates through:

  1. Helping create new job opportunities to absorb the workforce and provide appropriate condition.
  2. Focusing on supporting and encouraging the national workforce and improving its competitiveness.
  3. Considering public interests and effective economic development when making major decisions.
  4. Encouraging and promoting positive ethical behavior and undertaking charitable and voluntary initiatives.
  5. Respecting and complying with applicable laws and regulations.
  6. Providing training programs to enhance the skills of targeted community groups

The company recognizes the environment as an essential element of its social responsibility and social work initiative and must ensure a positive environmental contribution by:

  1. Protecting the environment from pollution or other environmental harm.
  2. Giving top priority to environmental protection by ensuring that operations comply with locally and internationally recognized environmental laws.
  3. Considering the environmental impact of products and services, including disposal of waste or byproducts.
  4. Ensuring resources are not wasted and reusing or recycling materials and goods wherever practically possible while responsibly disposing of remaining waste.
  5. Reducing the company’s carbon-based energy and natural resource usage.
  6. Identifying and assessing the environmental impact of operations and managing identified key impacts.
  7. Supporting modern technologies that can achieve long-term environmental benefits.

Developing employees, providing a healthy work environment, and ensuring effective two-way communication between the company and its employees significantly strengthens the company’s CSR role through:

  1. Training and knowledge transfer by creating a work environment that encourages and supports participation.
  2. Improving the company’s internal work environment.
  3. Enhancing programs that ensure fair and competency-based treatment between genders in the company.
  4. Encouraging, supporting, and fairly rewarding employee contributions.
  5. Establishing a safe and healthy work environment for employees.
  6. Holding regular formal meetings and informal gatherings between employees and management to consider employees’ opinions and issues.

  1. The requested entity must be a licensed nonprofit legal entity.
  2. The requested entity must have the technical and administrative capabilities to implement its programs.
  3. The requested support amount must not exceed the amount allocated and approved in the company’s estimated budget.
  4. Any financial support from the company must be transferred directly to the requesting entity’s bank account.

  • The company annually prepares CSR programs, and the Managing Director or authorized delegate oversees implementation across all company departments.

  • The company applies any of the following CSR programs according to its annual CSR plan, including but not limited to:
  • Sponsorship/Support
  • Donation 
  • Charitable events
  • Educational programs
  • Volunteering programs
  • Employee and community awareness campaigns
  • The company may allocate an annual amount specifically for CSR and charitable work programs.

The company discloses details of its social contributions in its annual report covering the financial year.

  1. The Board of Directors may review this policy when necessary for continuous development and to keep pace with any regulatory changes to achieve best practices.
  2. Amendments to this policy may only be made by Board resolution.
  3. The company may publish this policy or a summary on its website or by any other means.
  4. Any shareholder has the right to review this policy at the company’s offices, subject to prior coordination with company management, if it is not published on the company website.
  5. The Board has the right to interpret or clarify the provisions of this policy.
  6. This policy does not replace legal provisions or their executive regulations; in case of conflict, legal provisions prevail, and other sections remain applicable.

This policy aims to set clear standards and procedures for selecting members of the Board of Directors, ensuring the highest levels of efficiency and effectiveness in managing the company, and enabling it to achieve its strategic goals in line with its vision, mission, and values.

  • Policy: Board Membership Policy.
  • Board: The company’s Board of Directors.
  • Member: A person elected or appointed to serve on the Board.
  • Company: Sinad Holding Company.

  1. The member must have the necessary experience, competence, and skill that contribute to enhancing the company’s ability to achieve its objectives.
  2. The member should be able to allocate sufficient time to carry out his/her responsibilities efficiently.
  3. The member must have an academic qualification appropriate to the company’s field of work and activities, with priority given to holders of higher academic degrees or professional certificates.
  4. The member should not have been convicted of a crime involving moral turpitude or dishonesty.
  5. The member should not have been declared bankrupt or insolvent unless rehabilitated.
  6. The member must possess strong leadership qualities and be able to guide and inspire the company’s executive management and employees.
  7. The member should have the ability to work harmoniously within a team and maintain independence in expressing opinions.
  8. The member must act with integrity, honesty, and accountability and avoid situations that may lead to a conflict of interest.

  • The Board should have a balanced composition in terms of executive, non-executive, and independent members to ensure no individual or small group can dominate decision-making.
  • The Board should include members with diverse skills, expertise, and professional backgrounds to support decision-making and strategic oversight.

  1. The Nomination and Remuneration Committee (NRC) reviews Board membership requirements before the start of the nomination period.
  2. The NRC announces the opening of nominations for Board membership in accordance with the procedures set by relevant laws and regulations.
  3. The NRC evaluates candidates based on approved criteria and submits recommendations to the Board.
  4. The Board includes the nominated candidates in the agenda of the General Assembly for voting.
  5. Candidates must submit a written request to the NRC within the announced nomination period, including:
  • A detailed CV.
  • Copies of academic and professional qualifications.
  • A statement of the candidate’s compliance with the membership criteria.
  • Disclosure of any current or potential conflicts of interest.

  • Board members serve for a term specified in the company’s bylaws, and re-election is permitted.

  • Attend Board meetings and participate effectively in discussions and decision-making.
  • Allocate sufficient time to study and understand the company’s activities, strategies, and issues.
  • Work in the interest of the company and all its shareholders.
  • Avoid using Board membership to achieve personal gain.
  • Maintain the confidentiality of company information during and after membership.
  • Commit to the highest ethical standards and corporate governance principles.

Membership may be terminated in the following cases:

  1. End of the member’s term without re-election.
  2. Resignation submitted to the Board and accepted.
  3. Death of the member.
  4. Issuance of a court ruling or regulatory decision leading to termination.
  5. Violation of membership criteria or breach of duties.

  • Board members are entitled to remuneration determined in accordance with the company’s bylaws and the laws and regulations in force.
  • Remuneration may consist of a fixed amount, meeting attendance allowances, or in-kind benefits, provided they do not conflict with regulatory limits.

  1. The Board of Directors may review this policy when necessary for continuous development and to keep pace with any regulatory changes to achieve best practices.
  2. Amendments to this policy may only be made by Board resolution.
  3. The company may publish this policy or a summary on its website or by any other means it deems appropriate.
  4. Any shareholder has the right to review this policy at the company’s offices, subject to prior coordination with company management, if it is not published on the company website.
  5. The Board has the right to interpret or clarify the provisions of this policy.