Code of conduct of BOD
CODE OF BUSINESS CONDUCT AND ETHICS
BOARD OF DIRECTORS OF ROBI AXIATA LIMITED
VERSION: FEBRUARY 2020
DULY APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS OF ROBI AXIATA LIMITED
1. INTRODUCTION
1.1 The Board of Directors (the “Board”) of Robi Axiata Limited (“Robi” or “Company”) has adopted this Code of Conduct and Ethics (“Code”) to carry out their oversight responsibility in the best interest of the Company within the scope of their authority and fiduciary duties.
1.2 The Board acknowledges that the single most important factor in creating a culture that promotes ethical conduct in the Company is the quality of corporate leadership, especially the “tone at the top” set by boards and senior management.
1.3 Directors of the Company understand this responsibility and are committed to this responsibility. We believe that each Director, by agreeing to serve as a Director, has agreed to read, understand and adhere to this Code of Conduct for Robi Board of Directors (the “Code”). We also expect each Director to sign, on request, a written acknowledgement confirming compliance with this obligation.
2. FUNDAMENTAL PRINCIPLES
The Board members should:
a. Act honestly, in good faith and in the best interest of the Company;
b. Act fairly, ethically and with integrity;
c. Conduct themselves in a professional manner;
d. Comply with all applicable legislation and regulations;
e. Act responsibly and with due care, competence and diligence, without subordinating their independence in their judgment;
f. Ensure that Directors’ actions comply not only with the letter but the spirit of this code of conduct and ethics and foster a culture in which Robi operates in compliance with the law; and
g. Devote time and effort to attend meetings and be well-informed of matters required in discharging their duties as Directors.
3. CONFLICTS OF INTEREST
3.1 Every Director has a duty to avoid business, financial or other direct or indirect interests or relationships which conflict with the interests of the Company or which divides his or her loyalty to the Company. A conflict of interest occurs when an individual's private interest interferes in any way with the interests of the company or any of its subsidiary and affiliated companies (collectively, the "Company"). A conflict of interest may also arise when a Director, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position in the Company. Directors should also be mindful of, and seek to avoid, conduct which could reasonably be construed as creating an appearance of a conflict of interest.
3.2 While the Code does not attempt to describe all possible conflicts of interest that could develop, the following are examples of conflicts of interest: -
- 1) receiving loans or guarantees of obligations as a result of one's position as a Director; and
- 2) engaging in conduct or activity that improperly interferes with the Company's existing or prospective business relations with a third party.
3.3 Each Director must deal at arm's length with the Company and should disclose to the Chairman of the Board any conflict or any appearance of a conflict of interest on his or her part prior to any decision making. Any activity which even appears to present such a conflict must be avoided or terminated unless, after such disclosure to the Board, it is determined that the activity is not harmful to the Company or otherwise improper.
3.4 The end-result of the process of disclosure, discussion and consultation may well be approval of certain relationships or transactions on the ground that, despite appearances, they are not harmful to the Company. All conflicts and appearances of conflicts of interest are prohibited, even if they do not harm the Company, unless they have gone through this process of full and fair disclosure and it has been approved by the Board. Even bona fide transactions of which a Director may entertain doubt may be disclosed to the Board so as to avoid a future confusion. Where the Board decides that there is a such a conflict, the affected director must recuse himself or herself from any decision making in that matter.
3.5 A resolution by the Board as to the acceptability or lack thereof of any apparent, potential, real conflict situation, relationship or transaction by the Board shall be deemed final and taken in the best interest of the Company.
3.6 Any question about a Director's actual or potential conflict of interest with the Company should be brought promptly to the attention of the Chairman of the Board, who will review the question and determine an appropriate course of action, including whether consideration or action by the Board is necessary.
4. BRIBES AND CORRUPTION
4.1 Directors shall not offer, give, solicit or accept bribes, facilitation payment, kickback or other improper payment in order to achieve business or personal advantages for themselves or others or engage in any transaction that can be construed as having contravened the anti‐corruption laws.
A ‘facilitation payment’ is a small payment to low-level public official, which is not officially required, to enable or speed up a process which is the official’s job to arrange.
A ‘kickback’ is the giving or accepting of money, gifts or anything of value that is provided in return for favourable treatment. However, an occasional gift of nominal value (below BDT 2000 or US25) not given to seek favours may be accepted but must be recorded in Company’s Gift Register.
4.2Directors shall be cognizant of the fact that bribes may be in any form, monetary or otherwise including but are not limited to unauthorized remuneration such as referral fee, commission or other similar compensation, material goods, services, gifts, business amenities, premiums or discounts of an inappropriate value or of an unreasonable level or that are not generally offered to others or that are prohibited by law or may reasonably be viewed as having crossed the boundaries of ethical and lawful business practice.
4.3 Prior to giving or accepting any business amenity or other gifts (in whatever form or value), Directors shall assess the appropriateness of their actions by assessing if the action could influence or could reasonably give the appearance of influencing the business relationship of the Company with that organization or individual or any business decision arising out of that business relationship.
4.4 Board shall be cognizant that shareholders of Robi operates in many of the countries and these countries have anti-bribery laws prohibiting bribery of public officials and/or persons involved in purely commercial transactions. Board of Directors must be familiar with and adhere to the provisions of these laws. These laws include the he Malaysian Anti-Corruption Commission (Amendment) Act 2018, The Prevention of Corruption Act, 1988 of India, U.S. Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act and the laws of many other countries implementing the OECD Convention.
5. GIFTS AND HOSPITALITY
5.1 As a general rule, Directors are discouraged from directly or indirectly, offering, giving, seeking or accepting gifts and hospitality, cash or cash equivalents (including per diems unless contractually agreed) to or from business partners especially those they would not be comfortable telling their colleagues, family or the public that they had offered or accepted. Notwithstanding this, the Company recognizes that the occasional acceptance or offer of modest gifts and entertainment may be a legitimate contribution to good business relationships.
5.2 Generally, all invitations to business luncheons or dinners may be given or accepted by the Directors. Directors receiving or giving the gifts or hospitality is responsible for assessing whether it is appropriate and within the boundaries set out in this Code. The following rules and guidelines shall be observed:
a. The purpose of the gifts or hospitality shall never be to influence Directors’ actions as a member of the Board, or where acceptance of the gift or hospitality could otherwise reasonably create the appearance of a conflict of interest or cause others to perceive an influence; and
b. The situation in which the gifts or hospitality is received or given shall not be in connection with contractual negotiations of similar situations.
5.3 This policy does not apply to items of small value commonly exchanged in business relationships, such as unsolicited hospitality, gifts or mementos of nominal value that are customary or business related. Even in these cases, discretion and common sense should be your guide. Nominal value shall mean any gift with a retail value of approximately BDT2000 (USD25) or less. In general, gifts, favours and entertainment should be:
-Consistent with accepted business practice
-In compliance with applicable laws and accepted ethical standards
-Sufficiently limited in value and in a form that will not be construed as a bribe or payoff
-Such that public disclosure of the facts would not result in harm to the reputation of the Director or the Company.
5.4 Subject to the above rules and guidelines, where the value of the gifts, entertainment and other benefits received exceeds the monetary threshold of BDT 2000 (USD25), the Director shall declare the gift, entertainment and other benefits received to the Company’s Ethics Office forthwith and such gifts declared shall be deemed to be Robi’s assets and shall be treated in accordance to the guidelines set out in the Company’s Code of Conduct, unless stated otherwise by the Ethics Office.
5.5 If there is any doubt about the appropriateness of accepting a gift, favor, or benefit t, Directors should consult with the Chairman or Ethics Office of the Company. If unexpectedly received or recognized in a public forum, where immediate refusal would be embarrassing or insulting, gift may be accepted on behalf of the Company. As soon as practicable the award or gift should be returned to the giver, accompanied by a polite explanation.
6. COMPETING AGAINST ROBI AXIATA LIMITED
6.1 Directors shall not engage in activities that have conflict with the business interests of Robi, even in their own time, including commercially marketing products or services in competition with the current or potential offerings of the Robi.
6.2 Directors are not allowed to provide any form of assistance to organizations that market products or services in competition with the Robi in the market where Robi operates regardless if they receive any direct or indirect remuneration of any kind for the assistance provided.
6.3 Directors shall not act for any Telecom Operator in Bangladesh in any capacity as a member of its board of directors unless prior Board’s approval has been obtained from the Board of Directors of Robi.
7. INSIDER TRADING
7.1 Directors who are in the possession of market sensitive information are not allowed to trade in securities of the Company or the shares of another listed company if that information has not been made public (i.e. the information has been broadly disseminated and adequate time has passed for the securities market to digest the information) and classified as inside information - such as financial and operating results, possible acquisitions, divestments or financings, marketing plans or new product introductions.
7.2 Further, Directors shall not disclose such price sensitive information to any third party, unless they are authorised to do so except where they are nominee of the shareholder and only then to that shareholder or encourage any other person to deal in price‐affected securities.
7.3 If in doubt, Directors should refer to the Robi Company Secretary to clarify the status of the information held by them.
8. DATA PRIVACY
8.1 Directors shall ensure that the collection, process, use and retention of personal data by the Company from its employees, customers, suppliers and other individuals is only as necessary for the Company’s business in compliance with the laws in which the Company does business and to take all reasonable steps to safeguard such information from inappropriate access or misuse.
8.2 Directors shall not share such personal data with third parties unless required by applicable laws and regulations.
9. INVESTORS, MEDIA, ANALYSTS AND OTHERS
9.1 Any Director approached by investors, prospective investors, media and analysts on confidential information shall refer such requests to Robi’s Managing Director & Chief Financial Officer.
9.2 Directors shall also refer any request for information on the Company’s business from investigators or law enforcement officials to Company’s Corporate and Regulatory Division.
9.3 No Director should respond to any such request because any inappropriate or in accurate response, even a denial or disclaimer of information, may result in adverse publicity and could otherwise seriously affect Robi’s legal position.
9.4 Notwithstanding the foregoing, Directors are directed to fully cooperate with law enforcement agencies and Directors should contact Company’s Corporate and Regulatory Division immediately for assistance should any law enforcement agent or other person request information related to the Company.
10. MONEY LAUNDERING
10.1 Directors must comply with all applicable anti-money laundering and counter terrorism financing laws and regulations. Directors shall not tolerate or attempt to conceal, or “launder” illegally received funds or make the source of the funds appear legitimate. To avoid engaging in acts of money laundering, Directors must follow company payment procedures. In addition, Directors should be alert for and immediately report any irregular or unusual methods of payments, refund requests, or other suspicious transactions.
10.2Directors shall be made aware of the applicable anti‐money laundering laws and shall seek to ensure they are appropriately and adequately informed of developments in the laws relating to this area.
11.CONFIDENTIALITY
11.1Pursuant to their fiduciary duties of loyalty and care, Directors must maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company that comes to them, from whatever source, in their capacity as Directors and not to disclose such information to other internal parties or third parties except when disclosure is authorized or legally mandated, and in those instances, with confidentiality designations and other data protection mechanisms such as password protection or encryption. For purposes of this Code, “confidential information” includes all non-public information relating to the Company.
11.2 Directors must not accept confidential information from a third party unless the Directors have permission to do so and have agreed to receive it under a prior written agreement.
11.3 Directors must not misuse confidential information of a third party and the Company.
11.4 Directors shall be personally responsible for protecting the proprietary information made available to them during their tenure as Directors which include board papers for the Shareholders’ meetings, Board of Directors’ and Board Committees’ meetings and Directors’ Circular Resolutions as well as the minutes for Shareholders’ meetings and Board of Directors’ and Board Committees’ meetings and all other information (whether in written or oral form and whether on paper or electronic form) including but not limited to technical, product and services, financial data and projections, marketing strategies and business plans, organizational and any non‐published financial or other data that is not public information or if known will have an adverse effect on the Company.
11.5 If the Directors leave the Company, the obligation to protect this confidential information continues until the information becomes publicly available or the Company no longer considers it as confidential.
12. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Directors must comply, and oversee compliance by employees, officers and other directors, with laws, rules and regulations applicable to the Company, including insider trading laws.
13. COMPLIANCE OFFICER
The Company has designated the Company Secretary as its Compliance Officer to administer this Code. Directors, at their discretion, may make any report or complaint provided for in this Code to the Chairman of the Board of the Company or to the Compliance Officer. The Compliance Officer will refer complaints submitted to the Chairman of the Board.
14. REPORTING OF VIOLATIONS AND SUSPECTED VIOLATIONS
15.1Directors are expected to abide by and be conversant with the Code and should consult the Compliance Officer for clarification on any aspects of the Code to avoid any misinterpretation or violation of the Code.
15.2 Directors who come across any unlawful or unethical situation, or any suspected violation of the Code shall raise their concerns to the Compliance Officer.
15.3 All reports shall be discreetly, promptly and thoroughly investigated in accordance with applicable laws and regulations. In the event of severe incompliance, the matter shall be brought up to the Board for decision.
15.4 Reports shall be treated with the strictest confidence. Directors who report violations or suspected violations shall be protected from any threat. This assurance does not however extend to those who are found to have raised the matter under false or malicious intention.
15. TRAINING AND EVALUATION
16.1 All Directors shall be made aware of the Code and its contents upon commencement of their tenure as Director and this shall form part of the Induction Programme.
16.2 The Code shall be made available on Rob’s website and be accessible to the public.
16. WAIVER
Any waiver of any provision of the Code may be made only by the Board and in full compliance with any applicable law or securities exchange regulations.
17. REVIEW OF THE CODE
The Board of Directors of Robi adopted the Code as a testimony of its commitment to adhere to the standards of loyalty, honesty, integrity and the avoidance of conflicts of interest. This Code shall be reviewed by the Board from time to time to keep in pace with the regulatory environment and any amendments to this Code, shall be approved by the Board of Directors.
Administration
Approval: Approved by Robi Board at Board of Directors’ Meeting [No. 78] held on 10th February 2020