Code of Ethics

1. Purpose
• Emirates Driving Company’s (“EDC” or the “Company”) Code of Ethics outlines the ethical requirements at EDC. The Code represents a guide to ethical decision-making, where it assists EDC employees in making the right choices on a daily basis.
• The Code of Ethics defines what EDC expects of its business and employees regardless of location or background.
• EDC should embed positive ethics deep within its culture to enjoy healthy returns through employee loyalty. The Company’s top and executive management should motivate the Company’s personnel to abide by this Code of Ethics.
2. Applicability
• The Code is applicable to all EDC employees, who must conduct themselves in accordance with the policies set in this Code, and seek to avoid even the appearance of improper behaviour as even one instance of a person failing to act with integrity can damage EDC’s reputation and compromise the public trust.
• The Code does not cover every issue that may arise, but it sets out the basic principles to guide all employees, officers, and directors within EDC. Furthermore, it does not serve as a substitute for the individual responsibility for exercising good judgement and common sense. In addition, reference to other resources, mainly EDC approved policies and procedures, must be considered at all circumstances.
3. Reporting Illegal or Unethical Behaviour
3.1.General Guidelines
• All EDC personnel should report violations of policies, procedures, regulations, or this Code, as well as cooperate in any internal investigation. Employees are always encouraged to talk to their supervisors, EDC top management, EDC Human Resource Department, or other appropriate personnel about observed or suspected illegal or unethical behaviour.
• It is the policy of EDC not to allow retaliation for reports made in good faith of actual or suspected misconduct.
• Since EDC Management cannot anticipate every unethical situation that might arise, it is important that EDC personnel report illegal or unethical behaviour. The following guidelines assist EDC personnel in approaching any potential questioned behaviour:
• If confronted with a situation that is potentially illegal or unethical, ask yourself: “Exactly what am I being asked to do?” or “Exactly what did I just see?”
• Clarify your own responsibility and role within EDC, as pertaining to this matter.
• Use your common sense along with self-examination. If your common sense says the situation is unethical or illegal, it is time to report through a suitable reporting channel depending on the nature, sensitivity, and materiality of the reported situation.
• Make sure all the facts, times and names pertaining to the situation are in order to fully inform the individual you contact. A sufficiently detailed description of the factual basis for the allegation should be given in order to allow for an appropriate investigation.
3.2.Reporting Channels
Direct Supervisor
• The direct employee’s supervisor is the first reporting level for anticipated unethical situations. At this level, an employee might discuss, inquire, and obtain consultation regarding ethical considerations.
• EDC employees might directly disclose the complete information that they observe, or are aware of, regarding unethical behaviour, to their supervisors.
• The direct employee’s supervisor should judge the reported situation in diligence, and is required to raise the issue, in writing, to the top management.
• Employees might not always be comfortable to discuss anticipated unethical behaviour, or report the same to their supervisors. Thus, they are encouraged to apply other reporting channels.
Human Resources Department
• EDC employees might feel comfortable discussing, consulting, and reporting anticipated unethical behaviour to the Human Resources Department.
• The Human Resources Department is expected to demonstrate a diligent view of any reported situation, building on its:
a. Understanding of ethical principles, practices, and professional conduct;
b. Objectivity, as it is not directly involved in the operations of the Company; and
c. Nature of departmental activity, where it interacts and deals with all employees across the Company.
• Nevertheless, The Human Resource Department is required to raise the reported issues, in writing and upon noting its own opinion, to the top management.
Top Management (Executive Level)
• The top management is responsible to examine, assess, and initiate investigations upon reporting anticipated unethical behaviour.
• Employees observing unethical behaviour might report directly to the top management. In addition, the top management might be approached through employees’ supervisors or the Human Resources Department.
• The top management will keep reports confidential to the fullest extent possible, consistent with conducting an adequate investigation.
• The top management should decide the proper actions to be taken, and seek the approval of the Board of Directors (BOD), upon identifying and verifying unethical behaviour.
• In case the top management concludes that no unethical activity was taking place, then such conclusion must be formally communicated to the parties involved in reporting the anticipated unethical behaviour.
Anonymous Reporting
• EDC understands that there may be situations when an individual may want to report concerns about matters addressed by the Code anonymously or with confidentiality. In such situations, the individual may report actual or suspected illegal or unethical behaviour, by requesting to remain anonymous or request that their identity remain confidential.
• In addition, EDC will make available a secret communication mailbox that is accessible to all employees, for the objective of reporting, openly or anonymously, anticipated unethical behaviour.
• Reporting employees must ensure, upon anonymous reporting, that sufficient details about the actual or anticipated unethical behaviour are disclosed.
• The secret communication mailbox is examined by the top management on a monthly basis.
• Reported situations are reviewed, and action is suggested to be decided upon by the BOD.
3.3.Reporting Duty
• If an individual reporting actual or suspected illegal or unethical behaviour, including questionable accounting or auditing matters, does not identify him or herself, EDC might not be able to respond appropriately to the individual’s concern. Further, there may come a time when EDC cannot proceed with an investigation of a reported problem without obtaining additional information from the reporting person.
• It may seem easier to keep silent or look the other way, but EDC commitment to ethics & integrity means employees must never ignore a legal or ethical issue that needs to be addressed. It is the responsibility of every person working in EDC to ensure that the Code of Ethics is committed to in everything they do.
4. Changes to the Code of Ethics
• Changes in the Code may be made only by EDC BOD through the top management. Suggestions for changes should be formally communicated to the top management, Heads of Departments, or Heads of Committees.
• The top management discusses the changes to the Code, and raises the conclusions and discussions to the BOD for decision.
• Once adjusted, the amendments to the Code of Ethics must be properly communicated to all EDC employees. Announcement of the amendments should take place, and distribution of the amended Code should replace the previous Code.4.2. Health and Safety Management
5. EDC Workplace
5.1. Conflict of Interest
• A conflict of interest exists when a person’s private interest interferes in any way with the interests of EDC. A conflict situation might arise when an EDC employee takes actions or has interests that may make it difficult to perform his or her work objectively and effectively.
• It is always a conflict of interest for EDC personnel to work simultaneously for a customer, supplier or competitor. It is required to avoid any direct or indirect business connection with customers, suppliers or competitors, except on behalf of EDC.
• Employees should understand that a conflict of interest may arise when there is a mere opportunity for conflict to occur. Although employees may not intend to create a conflict of interest, they should manage their affairs to avoid even the appearance of such a conflict. If an employee has any doubt about a certain situation, the employee should contact his/her Supervisor to discuss it immediately.
• If a conflict of interest becomes unavoidable, the best action is to make an immediate and full disclosure to the employee’s direct supervisor, who in turn will consider communicating the same to EDC top management. The employee’s supervisor, and top management as appropriate, will work to address the conflict in the best possible manner.
• EDC should ensure proper care of the customer’s interest and avoid any conflict of interest between the Company’s interest and the customer’s interest in respect to deals or services provided to them. EDC should disclose to the customer in writing any conflict of interest unless this may be considered a disclosure of insider information. In that case, EDC should take the necessary steps to ensure fair treatment of the customers.
• EDC should ensure awareness of the client of the nature of risks associated with any type of service it is providing.
• EDC Board approves the policies and procedures with regards to conflict of interest.
• The Board validates the compliance of the Executive Management with the approved policy.
• The Board ensures that the Executive Management performs their duties with high integrity and avoids related party transaction.
5.2. Opportunities through EDC
• It might be possible, from time to time, that EDC employees are able to take personal advantage of unique opportunities gained through use of EDC properties, information or position. Accordingly, it is strictly prohibited for any EDC employee to use any of EDC properties for improper personal gain, and may not compete with EDC directly or indirectly.
• All employees owe a duty to EDC to advance its legitimate interests at every available opportunity.
5.3. Financial Accountability and Internal Control
• EDC expects all employees to be familiar with and operate within established internal controls. The Company’s internal and external auditors periodically audit internal control policies, procedures, and compliance in order to assess the sufficiency of these controls.
• All employees involved in these periodic assessments shall provide accurate information regarding the application of internal control policies and procedures.
5.4. Use of Corporate Letter head
• The Company’s name, logo or corporate letterhead may not be used for any purpose other than in the normal course of official Company business, unless expressly approved by top management.
5.5. Health & Safety
• EDC strives to provide each employee with a safe and healthy work place. Employees have a responsibility for maintaining a safe and healthy workplace for all other colleagues by following safety, health rules, practices, and reporting accidents and unsafe conditions.
• Each operating location is responsible for maintaining all required permits, postings and authorizations applicable to the operating location.
• All employees are required to report to their supervisor the use of any medication, whether or not prescribed by a physician, which may affect judgment or work performance.
5.6. Record Keeping
• EDC requires honest and accurate recording and reporting of information. All of EDC books, records, accounts, financial statements, and relevant documents and information must:
a. Be maintained in reasonable detail;
b. Appropriately reflect EDC transactions;
c. Conform both to applicable legal and regulatory requirements; and - Conform to EDC policies and procedures.
• Requests for reimbursement of expenses incurred on behalf of EDC must be properly documented and approved in accordance with EDC policies.
• Periodic and other reports, financial or otherwise, to governmental agencies must present a full, fair, accurate, timely, and understandable disclosure regarding EDC business and operations.
• Exaggeration, insulting remarks, guesswork, or inappropriate characterizations should be avoided for all business records and internal and external written communication including emails.
• All records should always be retained in accordance with applicable laws and regulations.
5.7. Influence on the Conduct of Audit
All employees must not take any action to fraudulently influence, coerce, manipulate or mislead any internal or external auditor performing an audit or review of the company's financial and/or non-financial results and operations. These include but are not limited to financial, procedural or quality audits. The types of conduct that may constitute improper influence include:
• Offering or paying bribes or other financial incentives, including offering future employment or contracts for non-audit services.
• Providing an auditor with inaccurate or misleading information or advice.
• Threatening to cancel or cancelling existing non-audit or audit engagements if an auditor objects to the Company›s accounting.
• Blackmailing and making physical threats to the auditor.
5.8. Use of EDC Assets
• It is the policy of EDC to respect the privacy of all employees. However, the expectation of privacy does not extend to the use of EDC assets, including, but not limited to desks, cabinets, lockers, telephones and computers.
• Theft, carelessness, and waste have a direct impact on EDC profitability. All employees should endeavour to protect EDC assets and ensure their efficient use.
• All EDC assets should be used only for legitimate business purposes. This includes resources, equipment, and facilities. Any suspected incident of fraud or theft should immediately be reported to the supervisor (as appropriate) and to the top management.
• EDC communications systems, including computers, electronic mail, intranet and Internet access, instant messaging, telephones, voice mail, conferencing systems, and paper documents are the property of EDC and are to be used primarily for business purposes.
• EDC management has the right and the duty to control the use of EDC communications and record systems. All messages and information generated on or handled by EDC communication and record systems are the property of EDC.
• EDC expense accounts, bank accounts, and intellectual properties such as copyrights, business plans, and other resources are strictly limited to EDC use. Personal charges on EDC accounts are prohibited.
• All third party software used by EDC personnel must be properly licensed to EDC.
• Software may be distributed only to EDC personnel authorized to use it. No software may be installed, copied, shared or distributed without prior written approval from Head of IT Department having ultimate responsibility for the type of software in question.
6. Board of Directors Code of Conduct and Responsibilities
• Act honestly, fairly and diligently at all times and in all respects, in accordance with the Board Charter, the laws applicable to EDC, and relevant EDC policies;
• Honor the fiduciary obligations to the shareholders by ensuring that the best interests of EDC and its shareholders prevail over any individual business interests of any member of the Board. Monitor and work to improve return on, security of, and prospects for enhancement of the value of shareholder investment;
• Not to abuse the powers of a Director, which includes a duty not to make a secret profit from one’s position as a Director;
• The Company›s assets and resources should not be utilized to achieve personal interests. The Company should work to utilize its resources in the optimal manner to achieve its goals
• Set in place a robust system and a clear mechanism to prevent Board of Directors members, independent members and employees from abusing the information which they have obtained in the course of their position (in the Company) for their personal benefit. In addition, disclosure of information and data related to the Company should be prohibited except where such data is permitted to be disclosed (is disclosed) or in accordance with legal requirements. Set in place procedures governing operations with related parties.
• Avoid conflicts of interest, by notifying the Board of any personal interest in a transaction presented to the Board for approval if that interest conflicts with EDC’s interests, and not voting on the Board resolutions relating to that transaction.
• All members of the Board of Directors should disclose to the Board of Directors any direct/indirect common interests he has with the Company.
• Board of Directors member should be prohibited to participate in the discussion or to express an opinion on or vote on any issues presented to the Board of Directors in which he has a direct/indirect common interest with the Company.
• The chairman or a member of the board of directors, even if he is representing a natural or legal person, may not exploit any information received by him in his position to gain any benefit for himself or for any third party.
7. Employee Relationships
The diversity of EDC employees is a tremendous asset. EDC is committed to provide equal employment opportunity, treatment, courtesy and respect. The following are the basic characteristics of EDC’s Employee Relationships ethics:
7.1. Honesty and Trust
• EDC employees are expected to perform their duties with integrity and conduct themselves ethically at all times.
• Honesty is considered the core of an effective work environment between EDC employees, and is essential to maximize work coordination. EDC employees are required to build trust amongst themselves, through enduring honest conduct and behaviour.
7.2. Respect and Fair Treatment
• All personnel have a right to, and responsibility for maintaining, a fair, safe, and productive work environment.
• EDC workplace should be free from violent and abusive behaviour. Threatening, aggressive, or abusive behaviour towards fellow colleagues or others in the workplace will not be tolerated.
• All employees are expected to treat their colleagues with respect and are prohibited to engage any misconduct towards other individuals or group.
• Any discrimination, sexual/non-sexual harassment, vilification, racism, and offensive behaviour are intolerable and will be subject to disciplinary actions.
7.3. Leading by Example
EDC employees holding leadership positions (managers, supervisors and top management) and supervise others have additional responsibilities under the Code. They must:
• Promote compliance and ethics by example – in other words, show by their behaviour what it means to act with integrity;
• Possess the knowledge to answer questions from employees under their supervision regarding EDC values, policies, and procedures;
• Properly train the employees under their supervision to understand the Code’s requirements;
• Foster an environment of clear and open communication where issues are brought forward throughout EDC without fear of retaliation; and
• Use reasonable care to monitor third parties acting on behalf of EDC to ensure they work in a manner consistent with the Code.
7.4. Employees Duties
• Adhere to attendance policy and should not be absence without permission and within accepted limits.
• Comply with the Company rules and regulations, maintain its properties and adhere to ethics in spending its money.
• Maintain his/her reputation and appropriate appearance inside and outside the Company during working hours.
• Provide sufficient efforts during working hours. He/she might be entitled to additional work outside official working hours, if needed.
• Conduct his/her work efficiently and professionally.
• Perform his/her work provided by direct supervisor or manager within the limits of applicable rules and regulations.
• Show respect towards work and towards his /her colleagues in the Company.
• Maintain confidentiality in relation to the Company’s work in general and is not allowed to publish/provide any statement or disclosures under the name of the name.
• Should not perform any paid/not paid work outside the Company unless a written permission is provided by the chairman.
• Maintain all official data, files and documents (soft or hard copies) in the specified places, and the employee is not allowed to transfer any copies (soft or hard) unless a written approval is provided by the chairman.
• Should not gain any benefit from the relations with any entity or individuals gained through EDC.
• Should immediately communicate any manipulation or fraud to the chairman.
8. Relationship with the Public
8.1. Compliance with Laws, Rules and Regulations
• Compliance with applicable laws and regulations, both in letter and in spirit, is integral to the ethical standards of this Code.
• All EDC employees must comply, personally and upon conducting EDC business, with the national laws in which EDC operates. While it is not expected that each employee knows all details of the law, it is required that EDC employees seek advice from authorized EDC representatives, being direct supervisors, Human Resource Department, or the top management. Reasons for violations such as “everyone does it” will not be tolerated.
8.2. Political Contributions
• Although EDC neither encourages nor discourages participation in political and civil activities at a personal level, no contribution or statement of support may be made on behalf of EDC or using EDC resources to any political party, candidate for public office, or charitable organization without written authorization letter from the Chief Executive Officer (CEO).
• It is strictly prohibited to offer anything of value directly or indirectly to any governmental party. The promise, offer, or delivery to any governmental party or employee of any governmental agency not only violates EDC policy, but may also expose EDC and the concerned employee to a criminal offence.
8.3. Corporate Responsibility to Society
EDC is committed to be a good neighbour and a contributing member in the communities in which it operates. EDC is responsible to conduct its business activities in ways that honour ethical values, respect people, communities, and the natural environment. EDC works toward the sustainable improvement of community by:
• Rendering high-quality professional services;
• Delivering services and products that consider the interest and match the needs of the communities in which it operates; and
• Providing a workplace that contributes to the professional growth, the development, and the personal success of EDC people, being part of the communities in which EDC operates.
8.4. Competition and Fair Dealing
• EDC employees should strive to help EDC outperform the competition at every opportunity. This should be done honestly and fairly at all times.
• Unsupportable promises should never be made concerning EDC services. This also applies to false statements or innuendos about competitors or former personnel. EDC seeks competitive advantages through superior performance, but never through unethical or illegal business practices.
• Theft of proprietary information or possession and use of trade information without the owner’s consent (or inducement of such disclosures by past or present employees of other companies) is prohibited.
• Each employee should endeavour to respect the rights of, and deal fairly with, EDC customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair practice.
8.5. Money Laundering
• Laundering allows criminals to transform illegally obtained gain into seemingly legitimate funds by mixing these gains with funds of legitimate origin, therefore making it no longer traceable to its criminal origin.
• EDC may unknowingly be used to launder money derived from criminal activity. The intention behind these types of transactions is to hide ownership of the funds from the government. The Company must apply every effort to resist being associated with money laundering or any other type of criminal activity.
• Any employee who knowingly and wilfully launders money, or attempts or assists someone in laundering money will be subject to legal action.
• EDC employees are prohibited from engaging in money laundering. All employees are required to immediately report all attempts to launder money and/or all suspicious activities.
9. Relationship with Clients and Suppliers
9.1. Business Dealing
• EDC seeks building productive relationships with all suppliers, contractors, clients, and alliances based on integrity, ethical behaviour, and mutual trust.
• Suppliers, contractors, and alliances should be selected at EDC based on the quality, price, service, delivery, and supply of needed goods and services. Procurement decisions should be based on objective business rationale and not on personal interest or bias.
• All clients should be aware of fees related to services provided by EDC prior to providing any service.
• Customer’s funds and assets should only be used for the customer’s interests. In addition, funds and assets should not be used for the account of another customer.
9.2. Gifts and Gratuities offered by Employees
• Employees may not, on behalf of EDC, and in connection with any transaction or business of EDC, directly or indirectly give, offer, or promise anything of value to any individual, business entity, organization, governmental unit, public official, political party or any other person for the purpose of influencing the actions of the recipient.
• This standard of conduct is not intended to prohibit normal business practices such as providing meals, entertainment, tickets to cultural and sporting events, promotional gifts, favours, discounts, price concessions, gifts given as token of friendship or special occasions (such as Weddings), so long as they are of nominal and reasonable value under the circumstances, and promote the Company’s legitimate business interests.
9.3. Gifts and Gratuities Offered to the Employees
• It is prohibited that any employee of EDC corruptly solicit, demand, or accept for the benefit of any person or party, anything of value in return for any business, service, or confidential information of the Company, either before or after a transaction is discussed or consummated.
• Things of value exchanged between EDC employee, family members, or social friends are not covered by this Code of Ethics if they are exchanged solely because of the family or social relationship and not in connection with EDC business. However, the exchange of things of value that may create the appearance of a conflict of interest should be avoided.
• Although acceptance of things of value in connection with EDC business is generally prohibited, an employee may accept meals, refreshments, travel arrangements or accommodation, or entertainment, all of reasonable value, in the course of a meeting or other occasion, the purpose of which is to hold business discussions or to foster better business relations, provided that the benefit would be a reasonable expense if paid for by EDC instead of the other party.
• However, an employee may not receive things of value for purely personal benefit, or for the personal benefit of anyone other than EDC, especially benefits regarding that do not demonstrate business purpose. Gifts of cash in any amount are expressly prohibited.
• On a case-by-case basis, EDC top management may approve other circumstances, not described herein, in which employees may accept something of value in connection with EDC business. Approval may be given by the top management on the basis of a full written disclosure of all relevant facts submitted by the employee.
• EDC or its ally, or any third party directed by EDC should not urge any customer to enter into deal by offering any gifts or incentives, or by accepting any gifts or incentives. Also, all employees should not offer sharing loss to which the customer would be exposed as a result of dealing or investing with EDC.
• EDC or its ally, or any third party directed by EDC should not urge any customer to enter into deal by offering any gifts or incentives, or by accepting any gifts or incentives. Also, all employees should not offer sharing loss to which the customer would be exposed as a result of dealing or investing with EDC.
10. Confidentiality
10.1. Confidential Information
• EDC personnel may from time to time gain access to information of confidential nature regarding EDC personnel, suppliers, or customers.
• Maintaining the confidentiality of the information entrusted to EDC is at all times expected, except where disclosure is required by law. All non-public information should be considered confidential information.
• Confidential information may include, but is not limited to such items as:
a. Business plans;
b. Marketing plans;
c. Payroll records; and
d. Any unpublished financial data.
• In addition, this includes all non-public information that might be of use to an outside party in a manner that is disadvantageous to EDC or its personnel, suppliers, or customers. The obligation to preserve confidential information continues even after employment ends.
• Any employee in EDC should not use the assets, funds, information or opportunities of any customer for his own benefit or for the benefit of any other person without disclosing the same to the customer under a mutual written agreement.
10.2. Insider Trading
An employee's position with the Company may provide him / her with access to "material non-public information." "Material non-public information" includes information that is not available to the public at large, which would be important to a customer in making a decision with regards to the services provided by EDC. Common examples of information that will frequently be considered material are as follows:
• Projections of future earnings or losses;
• News of a pending or proposed merger or acquisition;
• Tender offer or exchange offer;
• News of a significant sale of assets or the disposition of a subsidiary;
• Significant changes in management;
• Significant new products or discoveries; or - Impending financial liquidity problems. It should be noted that either positive or negative information may be material.
11. Communication and Annual Confirmation of Compliance
• The Code of Ethics should be communicated to all EDC employees. This communication should educate employees and motivate them to report their concerns. This message could be delivered through posters in break rooms, emails, or articles in employee newsletter.
• Every employee will be required to sign a declaration statement at the time of employment, indicating that he or she has read this Code and understands its provisions and agrees to abide by them. This declaration should be signed by each employee within a period not exceeding three (3) months from the date of joining the employment.
• EDC personnel are further required to sign the declaration statement on annual basis to confirm the compliance with the Code of Ethics.
12. Affirmation
• The Code of Conduct for EDC was introduced on 08 September 2020 and is reaffirmed annually by the Board
• and Executive Management to ensure it remains current and relevant.
13. Approvals & Sign – Off

Approval and Review Details
Approval Authority
Signature
Next Review Date
Approval and Amendment History Details
Original Approval Authority and Date
Amendment Authority and Date