YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
1 of 26
CODE OF BUSINESS ETHICS &
CONDUCT
© 2012 Yanbu Aramco Sinopec Refining (YASREF) Company Limited. All
rights reserved.
The contents of this Code may not be reproduced or reprinted in whole or in
part without the prior written permission of YASREF.
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
2 of 26
Table of Contents
1.
OVERVIEW .............................................................................................................. 5
2.
DEFINITIONS .......................................................................................................... 5
3.
RESPONSIBILITY AND ACCOUNTABILITY .......................................................... 7
4.
COMMITMENT TO STAKEHOLDERS .................................................................... 8
4.1
Employees........................................................................................................... 8
4.2
Investors ............................................................................................................. 8
4.3
Customers ........................................................................................................... 8
4.4
Families ............................................................................................................... 8
4.5
Communities ....................................................................................................... 9
4.6
Vendors and Suppliers ...................................................................................... 9
5.
PROMOTING A POSITIVE AND HARASSMENT-FREE WORK ENVIRONMENT. 9
5.1
Safety and Health ............................................................................................... 9
5.2
Environment...................................................................................................... 10
5.3
Alcohol and Drug Use ...................................................................................... 10
6.
BUILDING AND MAINTAINING RELATIONSHIPS .............................................. 10
6.1
Conflicts of Interest .......................................................................................... 10
6.2
Situations Requiring Written Disclosure and Management Approval ......... 12
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
3 of 26
6.3
Outside Work by Employees ........................................................................... 13
6.4
Soliciting Suppliers, Contractors, and Local Merchants .............................. 14
6.5
Business Courtesies, Inducements, Gifts, Favors, and Entertainment ....... 14
6.6
Receiving Gifts, Favors, and Entertainment .................................................. 14
6.7
Giving Gifts, Favors, and Entertainment ........................................................ 15
6.8
Bribes and Kickbacks ...................................................................................... 16
6.9
Commissions, Rebates, Discounts, Credits, and Allowances...................... 17
6.10
Fees and Honorariums ..................................................................................... 17
6.11
Fair Competition ............................................................................................... 17
6.12
Government Contracting ................................................................................. 17
6.13
Competitive Intelligence and Customer / Supplier Information ................... 17
6.14
Insider Trading.................................................................................................. 18
6.15
Facilitating Payments ............................................. Error! Bookmark not defined.
6.16
Espionage and Sabotage ................................................................................. 19
7.
PROTECTING ASSETS AND RESOURCES ........................................................ 19
7.1
Protection and Use of Company Assets ........................................................ 19
7.2
Protection of Information Resources ............................................................. 19
7.3
Electronic Communications Systems ............................................................ 19
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
4 of 26
7.4
Records Management ...................................................................................... 20
7.5
Intellectual Property - Protecting Company Information .............................. 20
8.
FINANCIAL REPORTING INTEGRITY AND ACCOUNTING STANDARDS ........ 21
9.
EXTERNAL AND INTERNAL COMMUNICATIONS ............................................. 22
10. COMPLIANCE STANDARDS AND PROCEDURES ............................................. 22
Appendices .................................................................................................................. 24
Appendix A .................................................................................................................. 25
CONFLICT OF INTERESTS DISCLOSURE FORM ..................................................... 25
Appendix B .................................................................................................................. 26
ETHICS COMPLIANCE FORM .................................................................................... 26
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
5 of 26
1.
OVERVIEW
It is the Yanbu Aramco Sinopec Refining Company Limited’s (“YASREF” or “the
Company”) policy to apply and to conduct all its activities in accordance with the
highest ethical standards and in compliance with the Kingdom’s laws and
regulations. Adherence to this Code of Business Ethics and Conduct (“the Code”)
is critical for the Company’s success in meeting its business objectives, and must
be used as a guide for all our actions.
Once formally issued, the Company’s Officers, Employees, contractors and
individuals seconded to the Company are required to comply with this Code.
Individuals seconded to the Company will also be required to comply with their
employers’ code of business ethics and conduct in addition to this Code. In case
of a conflict, seconded Employees must apply the strictest and most stringent
interpretation of the two codes.
In addition to potential civil and criminal liability, violations of this Code may result
in disciplinary action up to and including dismissal from the Company, or
termination of other business relationship.
2.
DEFINITIONS





Company Property: includes developed and undeveloped Companyowned or controlled land, buildings, parking lots, vehicles, Company
housing, and recreation areas. This also includes intangible or intellectual
property such as patents, copyrights and confidential information, etc.
Employees: includes officers, full time, part time and temporary
employees, consultants, employees of contractors (Supplemental
Manpower Personnel) of the Company and individuals seconded by the
shareholders or otherwise.
Family Members: includes Employee’s parents, spouses and children.
Officers: refers to YASREF Employees who are Department Managers
and above.
Nominal Gifts: are gifts or entertainment valued at US$ 100 or less,
provided that total value of gifts received or given to the same individual or
organization does not exceed US$ 200 in a calendar year (i.e. from
January 1st to December 31th). These include gifts of a general nature
having a low value, including, without limitation such items as pens, caps,
shirts, and coffee mugs. In addition, Nominal Gifts include the acceptance
of reasonable business entertainment and business meals in line with
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
6 of 26
customary business practices. The following items are examples of items
that are considered as customary business practices and that may be
accepted by an Employee:
o Modest refreshments (such as coffee and donuts), greeting cards,
plaques and other items of little intrinsic value; and
o Discounts available to the public or to all YASREF Employees and
rewards or prizes connected to competitions open to the general
public.
NOTE:
In rare circumstances, there may be a valid business reason for an
Employee to exceed the Nominal Gift limit delineated above. In such
cases a waiver may be obtained from the Employee’s Vice President or
the Company President & CEO: (i) before incurring such expenses if it is
known in advance that the Nominal Gift limits will be exceeded; or (ii)
immediately upon realization that the Nominal Gift limits have been
exceeded. Such waivers shall only be valid for a maximum of one year.
Internal Audit will be responsible for auditing all waivers granted for
reasonableness.

Significant Financial Interest: As a minimum standard, a “Significant”
Financial Interest is a direct or indirect aggregate interest of an Employee
and/or Family Members, where the:
o Interest held in a publicly traded company is more than one percent
(1%) of any class of its outstanding securities; or
o Interest held in a partnership or association is more than ten percent
(10%) of its total capital; or
o Interest held in or dividend received from any enterprise (other than
two listed above) is more than five percent (5%) of the total assets or
gross annual income of such enterprise.
In applying the criteria to determine whether a financial interest is
“Significant,” total assets and gross income are to be evaluated
separately. For example, if an Employee owns one thousand (1,000)
shares of a competitor’s stock, the minimum standard would be met if the
value of the shares exceeds five percent (5%) of the enterprises’ total
assets, even though the dividends from the shares are less than five
percent (5%) of the enterprises’ gross income. The minimum standard
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
7 of 26

3.
also would be met if the dividends from the shares are more than five
percent (5%) of the enterprise’s gross income, even though the value of
the shares is less than five percent (5%) of the enterprise’s total assets.
Supplier(s): applies to suppliers, contractors, manufacturers, vendors or
any entity having a business relationship to provide goods or services to
the Company.
RESPONSIBILITY AND ACCOUNTABILITY
Every Employee of the Company is responsible for his or her own behavior, and
for ensuring that he or she conducts himself or herself honestly and in good faith,
at all times in the best interests of, and in a manner that reflects positively on the
Company and its stakeholders.
YASREF’s business whether domestic or international, must be conducted in
compliance with all applicable laws and regulations. Be aware of the legal
requirements that apply to your job and follow those laws strictly. YASREF will
not tolerate illegal activity conducted for personal gain or on the Company’s
behalf.
Lack of knowledge of the law will not excuse Employee’s non-compliance with
this Code. If the Employee has any questions or requires assistance with legal
matters, he should contact his/her immediate supervisor.
Employees will be provided with a copy of this Code and will be required to
acknowledge, through their signature, their understanding and acceptance of
compliance as a term of employment. Any Employee who violates the Code may
face disciplinary action up to and including termination of their employment for
just cause with YASREF without notice or payment in lieu of notice. Each
Employee is expected to review this Code at least every two (2) years to satisfy
themselves that they have adhered to the stated principles and standards and
must sign an Ethics Compliance Form as confirmation of said compliance in
accordance with Appendix B attached.
In addition to the above, an Employee’s personal responsibilities include, without
limitation:


Complying with laws and regulations of the Kingdom of Saudi Arabia
Complying with all applicable Company policies & procedures;
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
8 of 26



4.
Maintaining appropriate ethical behavior;
Reporting any actual or suspected misconduct, illegal activity, fraud,
abuse of Company assets, or other violations of this Code to the General
Auditor Hotline at generalauditor.hotline@yasref.com (please refer to
Procedure for Internal Audit Hotline for details); and
Completing an Ethics Compliance Form once every two (2) years.
COMMITMENT TO STAKEHOLDERS
The Company’s commitment to the highest ethical standards flows naturally from
the Company’s responsibilities to its shareholders, regulatory entities, customers,
families, vendors, suppliers and the communities wherein it’s Employees live and
work.
4.1
Employees
YASREF believes in treating its Employees with fairness, dignity and respect.
Employees will benefit from just practices included in their recruitment,
compensation, professional development, and promotion. They will work within
safe and healthy working conditions. YASREF values the integration of the
unique attributes and talents of a diverse workforce which contributes to more
creativity and better solutions to problems.
Employees are given the freedom to express themselves and are expected to
promptly report any suspected or actual violations of this Code.
4.2
Investors
YASREF will strive to provide excellent financial returns to the shareholders and
act in the best interests of those who directly and indirectly invest in the
Company.
4.3
Regulatory Entities
All Employees are required to comply with applicable laws and regulations.
4.4
Customers
YASREF staff will provide quality products, superior services, and innovative
solutions, and deal with customers in a straightforward and honest manner.
4.5
Families
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
9 of 26
YASREF Employees will operate in a healthy environment which encourages a
balance between work and family.
4.6
Communities
YASREF Employees will contribute to the overall quality of life wherever they
operate, and will use resources responsibly to preserve the environment.
YASREF remains committed to contribute to civic, charitable and other
noteworthy community activities.
4.7
Vendors and Suppliers
YASREF Employees will choose suppliers objectively, based on merit and will
ensure honesty in all business dealings with them. Procurement decisions will
be made on the basis of fairness and merit.
5.
PROMOTING A POSITIVE AND HARASSMENT-FREE WORK ENVIRONMENT
Harassment may occur when the words, actions, or behavior of members of a
work group create an intimidating, hostile or offensive work environment. This
type of harassment can be destructive to a positive work environment and shall
not be tolerated.
YASREF will not tolerate abusive language, physical violence, or the use or
threat of any physical violence by or to the Company’s Employees or
stakeholders.
Employees are expected to cooperate fully with the Company in its investigation
of complaints. Retaliation or taking adverse action against anyone acting in good
faith that lodges a complaint or helps to resolve a conduct concern shall not be
tolerated.
5.1
Safety and Health
The Company shall strictly enforce laws and regulations designed to promote a
safe and a healthy workplace. Employees should immediately report any unsafe
or hazardous materials or conditions, injuries, and accidents connected with the
Company’s business and any activity that compromises Company security.
Employees who violate these laws, regulations or Company safety policies and
procedures may, in addition to any potential civil and criminal liability, be
terminated.
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
10 of 26
Firearms and other weapons are strictly prohibited on Company Property, except
if they are in the possession of authorized Employees or contractors engaged to
provide security for the Company.
5.2
Environment
The Company is committed to promoting environmental stewardship. Employees
shall understand and comply with the environmental laws and regulations that
affect the Company’s business activities, as well as, related Company policies
and procedures. Contractors, suppliers, and others who engage in YASREF
business shall also follow applicable laws and regulations.
5.3
Alcohol and Drug Use
All the Employees are expected to comply with the Kingdom’s laws related to use
or possession of alcohol and illegal drugs. The misuse of prescribed medical
drugs, or the use, possession, distribution or sale of alcohol, illicit or unprescribed controlled drugs on YASREF premises, is strictly prohibited and will
lead to termination and legal action as per relevant laws.
6.
BUILDING AND MAINTAINING RELATIONSHIPS
The Company respects the rights of Employees to manage their personal affairs
and investments, and does not wish to intrude upon their personal lives. At the
same time, Employees shall avoid any situation that may involve a conflict
between their personal interests and the interests of the Company. As in all other
facets of their duties, Employees’ dealings with customers, suppliers, contractors,
competitors, or any person doing, or seeking to do business with the Company,
shall be in the best interest of the Company to the exclusion of considerations of
personal preference or advantage.
6.1
Conflicts of Interest
A “conflict of interest” occurs when an Employee’s private interests interfere in
any way with the interests of the Company. Examples of such conflicts could
include, but are not limited to:

An Employee taking on outside work, or making financial investments that
make it difficult for him or her to perform his or her work at the Company
objectively and effectively; or
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
11 of 26

If Employees or their Family Members receive personal benefits as a
result of an Employee’s position in the Company, which benefits other
Employees in the same or similar position are not receiving.
In addition to the above types of possible conflicts, other activities which may
involve conflicts of interests and which Employees are prohibited from engaging
in, include, without limitation the following:




Employees working for suppliers that do, or seek to do business with the
Company (other than individuals on a secondement from the shareholders
of YASREF), or working with a competitor of the Company;
Holding Significant Financial Interests (as defined in Definitions Section-2
of this Code) in an enterprise that does or seeks to do business with the
Company or is a competitor of the Company;
Employment or Significant Financial Interests (as defined in Definitions
Section-2 of this Code) in an outside businesses which are suppliers or
sub-contractors to suppliers doing business with the Company;
Having a personal interest in a transaction involving the Company or a
customer, business partner or supplier of the Company
Family Members of Employees may work for, or have Financial Interests (in line
with the limits prescribed under Significant Financial Interests in Definitions
Section) in businesses, whether or not they do or seek to do business with the
Company, but such interests are subject to prompt disclosure and approval in
writing by the Company as provided in the Situations Requiring Written
Disclosure and Management Approval Section (6.2).
YASREF views it as a conflict of interest and improper business practice for any
former YASREF Employees to utilize or disseminate any confidential or
proprietary business, technical, or other information obtained whilst in the
employment of YASREF, to influence any YASREF existing or proposed
commercial transactions for the purpose of gaining a personal commercial (or
other) advantage, or benefiting any third party, or to otherwise compromise
YASREF in any way, whether intentionally or not. Accordingly, former YASREF
Officers, shall not accept offers for employment, engage as consultants, or
acquire Significant Financial Interests in the business of suppliers, during a
cooling off period of two (2) years from the date of termination, for whatever
reason, from YASREF, without the prior formal approval of the Human
Resources Department of YASREF.
Actions that might involve a conflict of interest, or the appearance of one, shall be
fully disclosed in writing to the affected Employee’s supervisor for review and
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
12 of 26
approval before the potential conflict occurs if possible and if unknown ahead of
time, immediately thereafter. Some situations that require written disclosure and
management approval are discussed below. Employees who knowingly fail to
disclose conflicts are subject to disciplinary action, including dismissal in line with
YASREF Internal Work Rules.
6.2
Situations Requiring Written Disclosure and Management Approval
In some cases, Employees’ duties at the Company may conflict with their outside
interests. Upon being employed by the Company, the newly hired Employees will
provide a written disclosure of interests held by them and their Family Members,
for Human Resources Department’s review and approval.
In addition, the following events also require written disclosure and Human
Resources Department’s review and approval in writing, to avoid actual or
apparent conflicts of interest:







Employees or their Family Members working for suppliers of the Company
(other than individuals on a secondement from the shareholders of
YASREF);
Ownership by the Employee or, to the best of the Employee’s knowledge,
by a Family Member of a Significant Financial Interest or taking a position
in any outside enterprise that does or seeks to do business with, or is a
competitor of the Company;
Serving as a director, officer, partner, consultant to, or in a managerial
position with, or employment in a technical capacity by any outside
enterprise which does, or is seeking to do business with, or is a competitor
of the Company. Exempted from this requirement are Seconded
Employees appointed by one of the shareholders in its organizations,
subsidiaries and/or affiliates;
Acting as a broker, finder, go-between or otherwise for the benefit of a
third party in transactions involving or potentially involving the Company,
or its interests;
Any other arrangement or circumstance, including family or personal
relationships, which might compromise the Employee’s ability to act in the
best interest of the Company;
Transfer of an Employee to a supervisory position within the Company, to
Purchasing or Contracting, or any other position that has the potential for
a conflict of interest; and
If none of the preceding events intervene, at least once every two (2)
years.
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
13 of 26
The above situations may, or may not present a conflict, but shall be carefully
reviewed and approved. For example, if the Employee’s job includes
responsibilities over a customer, supplier or contractor, it may be necessary to
reassign job duties or authorities to eliminate the potential for a conflict of
interest.
Following management’s review, approval or disapproval of the situation shall be
documented in writing.
If a conflict of interest is considered to be unacceptable, management shall work
with the Employee to promptly resolve the matter.
The key consideration in reviewing potential conflicts is whether the Employee’s
duties towards the Company, or those of his or her subordinates, require making
decisions that could be influenced by the interest reported. Other considerations
include, but are not limited to, whether or not:




6.3
The outside interest does business or competes with the Employee’s
business, function or site in the Company;
The Employee has an active, managerial or decision making role in the
outside interest;
The Employee has access to Company information potentially useful or
advantageous to the outside interest;
Public disclosure of the facts would embarrass or prejudice the Company.
Outside Work by Employees
The Company’s Employees may wish to take on additional part-time work with
organizations that are not the Company’s competitors, customers or suppliers;
or, they may wish to accept a voluntary, elected or appointed position with an
entity. Such work does not in itself constitute a conflict of interest. Board of
Director approval shall be required for an Employee to serve as an employee,
partner, officer, director, or on a committee of an outside organization (other than
for one of the Shareholders) where:(i) the organization is engaged in a
commercial activity and the appointment or election is related to or associated
with the employee’s responsibilities with the Company or (ii) the outside
organization is a bank or financial institution.
However, the second job or position shall be strictly separated from the
Employee’s job at the Company as represented below:
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
14 of 26



6.4
Outside work shall not be done on Company’s time, and shall not involve
the use of Company resources, such as, without limitation computers,
telephones, or duplicating equipment;
The Employee shall not attempt to sell products or services from the
outside work to the Company; and
Performance of the outside work shall not interfere with, or prevent the
Employee from devoting the time and effort needed to satisfactorily fulfill
the Employee’s primary duties and obligations as a Company Employee.
Soliciting Suppliers, Contractors, and Local Merchants
Employees shall not request or accept donations from suppliers, contractors or
local merchants to help pay for Employee social functions or sporting events.
Solicitations of cash, merchandise, or services are not allowed because they may
be perceived to create obligations in order to keep, increase, or obtain Company
business. YASREF wants all vendors and suppliers to understand that their
business relationship with the Company is based totally on their ability to
competitively and safely meet YASREF business needs.
6.5
Business Courtesies, Inducements, Gifts, Favors, and Entertainment
Business gifts and entertainment are customary courtesies designed to build
goodwill among business partners. These courtesies include items of Nominal
value such as meals and beverages, tickets to sporting or cultural events, and
other merchandise or services. It is recognized that business gifts may play a
role in business relationships. However, a problem may arise when such
courtesies compromise, or appear to compromise, the ability of YASREF
Employees to make objective and fair business decisions.
6.6
Receiving Gifts, Favors, and Entertainment
Employees shall neither seek, nor accept for themselves or others any gifts,
favors, or entertainment without a legitimate business purpose, nor seek or
accept loans (other than conventional loans at market rates from lending
institutions) from any person or business organization that does or seeks to do
business with, or is a competitor of, the Company. In application of this policy:

Employees may accept for themselves and Family Members common
courtesies usually associated with customary business practices. These
include Nominal Gifts (please refer to Definition section for definition of
Nominal Gifts and related value limits) of a general nature having a low value.
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
15 of 26


In addition, Nominal Gifts would include the acceptance of reasonable
business entertainment and business-related meals;
An especially strict standard is expected with respect to gifts, services,
discounts, entertainment, or considerations of any kind from suppliers;
It is never permissible to accept a gift in cash or cash equivalents (e.g., stocks
or other forms of marketable securities) of any amount.
In certain situations, refusal of gifts with a value substantially in excess of
customary business practices can result in awkward business situations.
Employees are required to promptly report to their supervisor the offer of any
substantial gift (even if not accepted) from any individual or organization doing or
seeking to do business with the Company, its subsidiaries or affiliates. In each
case, the supervisor shall contact the Human Resources Department for
guidance and/or disclosure.
Employees are also required to promptly report to their supervisor the
acceptance of any gift from any individual or organization doing or seeking to do
business with the Company, its subsidiaries or affiliates when the gift is not
considered a Nominal Gift. Any question of whether a gift received by or offered
to the Employee or Family Member violates this Code must be likewise reported
for a decision or guidance by the Human Resources Department.
Examples of items to be reported include, but are not limited to the following:








6.7
Airplane tickets;
Vacations paid in part or in whole;
Entertainment, other than reasonable business entertainment as defined
under Nominal Gifts in Definitions Section (2) of this Code;
Gifts having significant value - rugs, home furnishings, jewelry and
clothing are a few obvious examples of prohibited gifts;
Using facilities such as apartments, automobiles, or offices of a supplier or
businessman who is doing or seeking to do business with the Company,
its subsidiaries or affiliates. Exempted are offices associated with an
execution and/or administration of contracts with the Company;
Interest-free or low-interest loans which are not available to all YASREF
Employees in ordinary course of business and may influence an
Employee’s decision related to the organization offering such loans;
Personal services of servants; and
Suppliers paying bills for the Employee or Family Member.
Giving Gifts, Favors, and Entertainment
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
16 of 26
Gifts, favors and entertainment may be given to others at the Company’s
expense only if they meet all the following criteria:




Consistent with Company policy on Nominal Gifts and customary business
practices;
Not excessive in value and cannot be construed as a bribe or pay-off;
Not in violation of applicable laws or ethical standards; and
Public disclosure of the facts would not embarrass or undermine the
Company or the Employee.
Accounting records and supporting documentation reflecting gifts, favors, and
entertainment to others shall be accurately stated, including appropriate, clear,
and descriptive text. Departments shall establish policies and procedures for
approval in advance of gifts, favors, or entertainment of unusual monetary value.
Strict rules apply when YASREF Employees do business with governmental
agencies and officials. Because of the sensitive nature of these relationships,
YASREF Employees shall familiarize themselves and comply with this Code, all
relevant laws as well as Company policies before offering gifts or hospitality to
government Employees.
6.8
Bribes and Kickbacks
It is unacceptable to directly or indirectly offer, pay, solicit, or accept bribes or
kickbacks in any form. A bribe could be a payment, an offer, or a promise of
anything of value (regardless of the amount). Neither the Company, nor anyone
representing or acting for it shall bribe a government official or private individual
in order to retain business, obtain an improper business advantage or for any
other reason. A “government official” is an Employee of a government and
includes members of the armed forces, and members of royal families engaged
in commercial activities. Also included are officials of public international
organizations such as the World Bank.
We must comply with the anti-bribery and corruption laws of the Kingdom of
Saudi Arabia and of other countries where YASREF: (i) employs their
citizens/residents; and (ii) has business relationships with organizations
belonging to these countries. For example, The Bribery Act 2010 of the United
Kingdom and Foreign Corrupt Practices Act of the United States may have an
impact on YASREF operations. Non-compliance with such anti-bribery and
corruption laws may result in disciplinary action, dismissal, legal proceedings and
possibly imprisonment. Failure to act on suspicions of bribery and corruption
could result in liability for both Employees and our Company.
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
17 of 26
6.9
Commissions, Rebates, Discounts, Credits, and Allowances
Sales-related commissions, rebates, discounts, credits, and allowances are
customary business incentives. However, careful attention is needed to avoid
illegal or unethical payments and to ensure compliance with various currency
exchange controls and tax regulations. Such business-incentive payments shall
be reasonable in value, competitively justified, properly documented, and made
to the business entity to which the original sales agreement or invoice was made
or issued. These payments shall not be made to individual officers, employees,
or agents of that entity or to a related business entity. Such payments shall be
made only in the country in which the entity receiving the payment has made the
purchase or performed the service for which the payment is earned.
6.10
Fees and Honorariums
With management’s prior written approval, Employees are allowed to serve as
directors of another company, give lectures, conduct seminars, or publish articles
and books. Any fees, honorariums or reimbursements shall be transferred to the
Company, unless Human Resources Department’s approval in writing is given to
the Employee authorizing him or her to retain them. A copy of the approval shall
be filed in the Employee’s personnel file.
6.11
Fair Competition
Competition laws and regulations are designed to ensure a fair and competitive
free market system. Whilst the Company shall compete vigorously in the
marketplace, it shall comply with all applicable antitrust and competition laws.
6.12
Government Contracting
In pursuing business with government entities, the standards of conduct and
prohibited practices may be specifically regulated. Company representatives
engaged in business with government entities are expected to be aware of, and
to comply with, laws and regulations that govern such transactions and
solicitation of such transactions.
6.13
Competitive Intelligence and Customer / Supplier Information
Competitive information is a valuable tool that allows the Company to understand
and manage its markets, products, and services to better meet its customers’
needs. However, Employees are expected to gather and use that information in
an ethical manner and in compliance with the law.
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
18 of 26
Illegal acts such as theft, illegal entry, blackmail, electronic eavesdropping,
wiretapping, threats, misrepresentation and other improper methods are
prohibited. Employees of competitors or suppliers shall not be asked to reveal
proprietary information. YASREF Employees shall likewise never divulge
proprietary information about their former employers and shall not be asked to do
so.
Similarly, the records YASREF maintains on its customers (or otherwise) shall
only be used for Company business purposes. This information shall not be
released without proper authorization and then only for legitimate business
reasons.
An Employee who knows or suspects that non-public or confidential information
belonging to a supplier, customer or competitor has been obtained improperly or
by mistake (such as misdirected faxes or bid information), shall immediately
inform the originator and not use that information for any purpose.
6.14
Insider Trading
Employees shall not use inside information learned in the course of their
employment in order to trade securities or commodities for their own account, nor
shall they provide such inside information to others for trading purposes. For
purposes of this Code, “inside information” is information about the Company
(including not only the Company, but also its owners, suppliers, or customers)
that has not reached the general marketplace and is likely to be considered
important by potential investors. The term “trade” includes all purchases or sales
of securities or commodities in an open market.
Examples of “inside information” include, without limitation:










Information about the acquisition or loss of a contract;
Financial forecasts or earnings (for the Company as a whole or for a major
subsidiary or division);
Major management changes;
A new product, discovery or invention;
Proposed acquisitions or mergers;
Purchase or sale of any assets;
Developments of any proceedings or litigation;
Developments in labor negotiations;
Restructurings and reorganizations; and
Significant damage to or mechanical problems affecting the Company’s
assets.
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
19 of 26
6.15
Espionage and Sabotage
Any Employee, who suspects that any unauthorized person is attempting to
obtain sensitive or confidential information, or gain access to a secured location,
shall promptly report that suspicion to his or her supervisor.
7.
PROTECTING ASSETS AND RESOURCES
Proper protection of and use of Company assets, including proprietary
information, is a fundamental responsibility of each Employee.
7.1
Protection and Use of Company Assets
Company equipment, vehicles, tools, and supplies have been acquired for the
purpose of conducting Company business. They may not be used for Employees’
personal benefit, sold, loaned, given away or disposed of without proper
authorization. Taking Company property from the Company’s facilities without
permission is regarded as theft.
Company credit cards and cash shall never be used for personal use. Inaccurate
or incomplete vouchers, time sheets, invoices, benefits claims, and travel and
expense reimbursement reports shall never be used to obtain payment from the
Company.
An Employee who becomes aware of the theft or misuse of Company assets
shall promptly report the matter to his or her supervisor.
7.2
Protection of Information Resources
Company computer and network hardware, software, and telephone or other
communication equipment are key components of the Company’s business.
They are intended for Company business use and all information processed,
transmitted, or stored within these assets belongs to the Company and can be
monitored at any time. Limited occasional and reasonable personal use is
permitted. However, all use, business or personal, shall be consistent with the
Company’s corporate values and this Code.
Each Employee is responsible for protecting these resources from damage,
destruction, viruses, alteration, theft, fraudulent manipulation, unauthorized
access, disclosure, or use.
7.3
Electronic Communications Systems
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
20 of 26
Company internal electronic communications systems are primarily for Company
business. Incidental and occasional personal use of the Company’s internet
access, e-mail, paging, fax, and telephone systems is permitted, as long as there
is no significant added cost to the Company, it does not interfere with an
Employee’s work, and is not related to illegal or immoral activities or to any
outside business.
The Company reserves the right to access information concerning Employee and
contractor Employee use of the Company’s Internet access, e-mail, paging, fax,
and telephone systems and to use or disclose that information as it sees fit,
including use for disciplinary purposes and disclosure to law enforcement
authorities, all to the extent permitted by applicable law.
7.4
Records Management
Failing to comply with Company policy and relevant regulations governing
records management can have serious tax and/or legal repercussions.
7.5
Protecting Proprietary and Confidential Company Information
The Company shall protect and leverage its intellectual property, which includes
inventions, discoveries, improvements, ideas, computer programs and related
documentation, trademarks, patents, copyrights and proprietary information.
Likewise, the Company shall protect commercial secrets, proprietary information
that is licensed to it or otherwise entrusted to it by third parties.
Examples of proprietary or confidential information include:










Business, research and new product plans;
Objectives and strategies;
Unpublished financial or pricing information;
Proposed asset acquisitions or dispositions;
Processes and formulas;
Salary and benefits data;
Employee medical information;
Employee information, salary and benefits record;
Employee, customer and supplier lists; and
Licensed technologies and know-how.
Employees who have access to the Company’s or third party proprietary and
confidential information are obligated to safeguard it from unauthorized access
and:
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
21 of 26



Not disclose this information to persons outside the Company or in a
manner inconsistent with the terms of any relevant license or
confidentiality agreement;
Not use this information for personal benefit or the benefit of persons
outside of the Company; and
Not share this information with other Employees except on a legitimate
“need-to-know” basis.
Any Company information created in the course of our employment belongs to
the Company. Employees leaving the Company shall return all proprietary
information in their possession. The Employees’ obligation to protect the
Company’s proprietary and confidential information continues even after they
leave the Company in line with the period specified in Article 83 of the Saudi
Labor Laws.
8.
FINANCIAL REPORTING INTEGRITY AND ACCOUNTING STANDARDS
Many Company Employees are involved with financial reports of some kind such
as preparing time sheets or expense statements, approving invoices, signing for
receipt of purchased materials or preparing inventory reports. While some
Employees may not be familiar with accounting procedures, they need to make
sure that every business record is accurate, complete, and reliable. This
standard also applies to all operating reports or records prepared for internal or
external purposes, such as environmental data, product test results, quality
control reports and sales projections.
Many of these records are critical to the management of the Company’s business
and shall be truthful and accurate. Unrecorded or “off-the-books” funds or assets
shall not be kept for any purpose. False, misleading, or incomplete information
undermines our ability to make good decisions about resources, personnel, and
programs and, in some cases, violates the law.
The Company has established accounting standards and procedures to ensure
that assets are protected and properly used and that financial records and
reports are accurate and reliable. Employees share the responsibility for
maintaining and complying with required internal controls.
The Company shall keep accurate books and records and maintain a system of
internal controls to ensure our records fairly reflect transactions and dispositions
of assets. This is to prevent “slush funds” and “off-the-books” accounts, which
some companies have used to make and conceal questionable payments.
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
22 of 26
9.
EXTERNAL COMMUNICATIONS
Employees must observe the Company’s business communications guidelines
for every kind of correspondence including mail, electronic documents, instant
messages, websites, social media tools, press releases, advertisements, paper
documents, facsimile, voice and voice mail recordings etc. As a minimum
guideline, Employees shall ensure adherence to following guiding principles (the
list is not exhaustive):




10.
Communications with Governments: Government Affairs & Public
Relations Division is the first point of contact for any communications with
the government that involve disputes or appeals related to regulatory
matters. It is imperative for Employees to seek proper guidance, and
obtain the required approvals from YASREF Government Affairs & Public
Relations Division before engaging in above mentioned communications
with government officials at any level. Certain departments such as
Finance, Human Resources and Security have to communicate with
various governmental personnel to comply with routine business
requirements and to ensure regulatory compliance. These departments
may continue to make such communications directly with government
officials unless such communications involve disputes or appeals as
mentioned above.
Communications with External Media: Employees may be contacted
from time to time by international or local news organizations, including
industry-specific or financial news media, bloggers, academic researchers,
or other research groups looking for comments, background information or
interviews. To ensure accuracy, consistency and responsiveness when
dealing with the news media while concurrently preserving the Company’s
restricted and confidential information, Employees should not, under any
circumstances, provide interviews, comments, or in any way discuss the
Company or its activities to any external media source. Any contact from
third-party media representatives must immediately be referred to the
Company’s Government Affairs & Public Relations Division.
Publications: All publications of whatever nature are required to undergo
the Company’s Government Affairs & Public Relations Division’s review
and approval prior to release to any audience outside YASREF.
Communications by Suppliers Involving the Company: All requests for
advertising, press releases, or printed matter proposed by suppliers that
reference procurement related activities by the Company must first be
approved by the Government Affairs & Public Relations Division.
COMPLIANCE STANDARDS AND PROCEDURES
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
23 of 26
Company Employees shall work to ensure prompt and consistent action against
violations of this Code. However, in some situations it may be difficult to know
right from wrong. Since it is difficult to anticipate every situation that may arise, it
is important that Employees have guidance as to how to approach a novel
question or problem. In challenging or ambiguous situations, Employees shall:








Make sure they have all the facts. In order to reach the right solutions,
decision makers need to be as fully informed as possible;
Ask: “What specifically am I being asked to do? Does it seem unethical or
improper?” Use judgment and common sense; if something seems
unethical or improper, it probably is;
Clarify responsibilities and roles. In many situations, there is shared
responsibility. Solicit the involvement of other responsible Employees and
discuss the problem;
Discuss the problem with your supervisor. This is the principal guidance
for all situations. In many cases, supervisors are more knowledgeable
about the question and appreciate being brought into the decision-making
process;
In the rare case when it may not be appropriate to discuss an issue with a
supervisor, discuss the matter with one of the Company’s Human
Resources Department professionals;
Report ethical violations in confidence and without fear of retaliation. The
Company does not permit retaliation of any kind against Employees for
good faith reports of ethical violations;
Employees are required to disclose interests held in other companies and
businesses by themselves and their Family Members by completing a
Conflict of Interests Disclosure Form (Please refer to Appendix A) at
the earliest of: (i) every two years; or (ii) whenever there is a material
change in circumstances as specified in the Situations Requiring Written
Disclosure and Management Approval Section (6.2). This is to ensure that
interests held by Employees and their Family Members do not conflict with
the interests of the Company.
Every Two (2) years, Employees are required to provide confirmation of
their compliance with this Code by completing the Ethics Compliance
Form (Please refer to Appendix B).
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
March 2013
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
24 of 26
Appendices
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
ISSUING ORG.
HUMAN RESOURCES DEPARTMENT
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
Version
1.1
ISSUE DATE
February 2013
REPLACES
New
APPROVED
PAGE NO.
25 of 26
Appendix A
CONFLICT OF INTERESTS DISCLOSURE FORM
I, the undersigned, have read and understood the conflict of interest policy of the Company as specified in the Code of
Business Ethics and Conduct of the Company. I declare that the disclosure information provided below is, to the best of
my knowledge, complete and accurate in relation to all positions and interests held by myself or my Family Members,
which require disclosure under the requirements of the Code. I further agree that I shall disclose any changes in positions
or interests held, within thirty (30) days of the occurrence of such changes, in line with the requirements of Situations
Requiring Written Disclosure and Management Approval Section (6.2) of this Code (separate forms shall be completed for
each business relationship).
Employee Name
Employee ID.
Division/ Department
Job Title
Business Name
C.R. or License No.
Disclosure Information (If no position or financial interest held, please indicate “none”)
Business
Position Held
Position Held by
Financial Interest
Financial Interest
Approval obtained from
Relation with
by Employee
Family Members of
Held by Employee
Held by Family
YASREF for Position or
YASREF
Employee
Members
Financial Interest Held (Y/N)
Conflicts (If any)
Mitigations Against Conflicts
Employees Signature and Date
Supervisor (Name, Title, Signature
and Date)
Personnel (Name, Title, Signature and Date)
YANBU ARAMCO SINOPEC REFINING COMPANY (YASREF)
LIMITED
Version
1.1
ISSUING
ORG.
HUMAN RESOURCES DEPARTMENT
ISSUE DATE
JULY 2012
REPLACES
New
SUBJECT
CODE OF BUSINESS ETHICS & CONDUCT
APPROVED
PAGE NO.
26 of 26
Appendix B
ETHICS COMPLIANCE FORM
Agree
Agree
Agree
Agree
Disagree
I have read and understood the Code of
Business Ethics and Conduct of the
Company.
Disagree
I understand it is my responsibility to comply
with the Code of Business Ethics and
Conduct and all relevant laws and
regulations.
Disagree
To the best of my knowledge, I am not in
violation of the Code of Business Ethics and
Conduct of the Company, and have not been
since the date of my last confirmation.
Disagree
I understand I am responsible for reporting
actions or behaviors that do not or may not
comply with the Code of Business Ethics and
Conduct of the Company.
Please explain a “Disagree” response to the any of the above questions:
Employee Name:
Employee ID No:
Job Title:
Division / Department:
Signature:
Date: