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Code of Conduct
1. Purpose of the Code of Business Conduct
This Code of Business Conduct applies to the directors, officers and employees of Shehala IT Limited, Inc. and its subsidiaries and controlled joint ventures (collectively, "Shehala staff", "us" or "we").
This Code does not cover every situation Shehala staff might encounter. It highlights key issues and identifies Shehala policies and resources to help staff reach decisions that will make them and Shehala proud.
This Code of Business Conduct applies to the directors, officers and employees of Shehala IT Limited, Inc. and its subsidiaries and controlled joint ventures (collectively, "Shehala staff", "us" or "we").
This Code does not cover every situation Shehala staff might encounter. It highlights key issues and identifies Shehala policies and resources to help staff reach decisions that will make them and Shehala proud.
2. Responsibility and Accountability
All Shehala staff has the personal responsibility to make sure that our actions abide by this Code of Business Conduct and the laws that apply to our work. Keep in mind that failure to abide by this Code will lead to disciplinary measures appropriate to the violation, up to and including dismissal.
All Shehala staff is expected to read and comply with this entire Code of Business Conduct.
All Shehala staff has the personal responsibility to make sure that our actions abide by this Code of Business Conduct and the laws that apply to our work. Keep in mind that failure to abide by this Code will lead to disciplinary measures appropriate to the violation, up to and including dismissal.
All Shehala staff is expected to read and comply with this entire Code of Business Conduct.
3. Additional Responsibilities of Directors, Officers and Managers
Shehala staff who are directors, officers and managers are expected to lead according to Shehala’s standards of ethical conduct, in both words and actions. They must be positive activists and role models by showing respect and consideration for each other and for all Shehala staff. If Shehala directors, officers or managers ever have a concern about unethical or illegal activities, they are expected to take appropriate and consistent action, and inform Shehala’s Chief Executive Officer or Lead Independent Director.
Shehala staff who are directors, officers and managers are expected to lead according to Shehala’s standards of ethical conduct, in both words and actions. They must be positive activists and role models by showing respect and consideration for each other and for all Shehala staff. If Shehala directors, officers or managers ever have a concern about unethical or illegal activities, they are expected to take appropriate and consistent action, and inform Shehala’s Chief Executive Officer or Lead Independent Director.
4. Responsibilities to Customers and Consumers
4.1 Product Quality and Safety
To maintain Shehala’s valuable reputation, compliance with our quality processes and safety requirements is essential. We damage our good name when we ship products or deliver services that fail to live up to Shehala’s standards.
4.2 Sales and Marketing
We will build long-term relationships with our customers by demonstrating honesty and integrity. All our marketing and advertising shall be accurate and truthful. Any press release that Shehala intends to issue jointly with a customer must have the prior written approval of the customer before issuance. Deliberately misleading messages, omission of important facts or making false claims about competitors’ offerings is never acceptable.
We will only obtain business legally and ethically. Bribes or kickbacks are never acceptable. Guidance concerning customer gifts, travel and entertainment is in the Conflict of Interest section of this Code of Business Conduct.
4.3 Customer Information
We must protect customer information that is sensitive, private or confidential just as carefully as our own. Only those who have a need to know should have access to confidential information.
4.4 Government Customers
We must comply with all legal and contractual obligations in dealing with governments. National and local governments all around the world have specific and varied procurement laws and regulations that have been established to protect the public interest. These laws generally prohibit or put strict limits on gifts, entertainment and travel offered to government officials. They also often apply to the hiring of current or recently retired officials and their families, and to any conduct that may be viewed as improperly influencing objective decision-making. Many other laws strictly govern accounting and billing practices applied to the fulfillment of government contracts and subcontracts.
These laws are applicable to all Shehala staff. When Shehala is using suppliers or subcontractors to fulfill its commitments we may also be responsible for communicating these unique governmental requirements to them. If you deal with government officials and contracts, you are responsible for knowing and complying with applicable laws and regulations.
To maintain Shehala’s valuable reputation, compliance with our quality processes and safety requirements is essential. We damage our good name when we ship products or deliver services that fail to live up to Shehala’s standards.
4.2 Sales and Marketing
We will build long-term relationships with our customers by demonstrating honesty and integrity. All our marketing and advertising shall be accurate and truthful. Any press release that Shehala intends to issue jointly with a customer must have the prior written approval of the customer before issuance. Deliberately misleading messages, omission of important facts or making false claims about competitors’ offerings is never acceptable.
We will only obtain business legally and ethically. Bribes or kickbacks are never acceptable. Guidance concerning customer gifts, travel and entertainment is in the Conflict of Interest section of this Code of Business Conduct.
4.3 Customer Information
We must protect customer information that is sensitive, private or confidential just as carefully as our own. Only those who have a need to know should have access to confidential information.
4.4 Government Customers
We must comply with all legal and contractual obligations in dealing with governments. National and local governments all around the world have specific and varied procurement laws and regulations that have been established to protect the public interest. These laws generally prohibit or put strict limits on gifts, entertainment and travel offered to government officials. They also often apply to the hiring of current or recently retired officials and their families, and to any conduct that may be viewed as improperly influencing objective decision-making. Many other laws strictly govern accounting and billing practices applied to the fulfillment of government contracts and subcontracts.
These laws are applicable to all Shehala staff. When Shehala is using suppliers or subcontractors to fulfill its commitments we may also be responsible for communicating these unique governmental requirements to them. If you deal with government officials and contracts, you are responsible for knowing and complying with applicable laws and regulations.
5. Responsibilities to Business Partners
Building quality relationships with other companies gives Shehala competitive advantage.
Building quality relationships with other companies gives Shehala competitive advantage.
5.1 Doing Business with Others
We will not do business with others who are likely to harm Shehala’s reputation. For example, we will avoid doing business with others of whom we have become aware of intentionally and continually violating the law. These laws include, for example, local environmental, employment, safety and anti-corruption statutes. All arrangements with third parties must comply with Shehala policy and the law. We will not use a third party to perform any act prohibited by law or by this Shehala Code of Business Conduct.
5.2 Agents and Consultants
Commission rates or fees paid to dealers, distributors, agents, finders or consultants must be reasonable in relation to the value of the product or work that is actually being done. We will not pay commissions or fees that we have reason to believe will become bribes. All fees paid will require approval of a managing director of Shehala and will be paid out in accordance with company policies.
5.3 Subcontractors
Subcontracts play a vital role in the making of many of our contracts. In some cases, the subcontractor is highly visible to our customers. It is therefore very important to make sure that our subcontractors preserve and strengthen Shehala’s reputation by conforming to our Code of Business Conduct.
5.4 Joint Ventures and Alliances
We will strive to ally with companies that share our commitment to ethics. We will also work to make the standards of our joint ventures compatible with our own.
5.5 Purchasing Practices
Purchasing decisions must be made based solely on Shehala’s best interests. Suppliers win our business based on product or service suitability, price, delivery and quality. Purchasing agreements should be documented, and clearly identify the services or products to be provided, the basis for earning payment, and the applicable rate or fee. The amount of payment must be commensurable with the services or products provided.
We will not do business with others who are likely to harm Shehala’s reputation. For example, we will avoid doing business with others of whom we have become aware of intentionally and continually violating the law. These laws include, for example, local environmental, employment, safety and anti-corruption statutes. All arrangements with third parties must comply with Shehala policy and the law. We will not use a third party to perform any act prohibited by law or by this Shehala Code of Business Conduct.
5.2 Agents and Consultants
Commission rates or fees paid to dealers, distributors, agents, finders or consultants must be reasonable in relation to the value of the product or work that is actually being done. We will not pay commissions or fees that we have reason to believe will become bribes. All fees paid will require approval of a managing director of Shehala and will be paid out in accordance with company policies.
5.3 Subcontractors
Subcontracts play a vital role in the making of many of our contracts. In some cases, the subcontractor is highly visible to our customers. It is therefore very important to make sure that our subcontractors preserve and strengthen Shehala’s reputation by conforming to our Code of Business Conduct.
5.4 Joint Ventures and Alliances
We will strive to ally with companies that share our commitment to ethics. We will also work to make the standards of our joint ventures compatible with our own.
5.5 Purchasing Practices
Purchasing decisions must be made based solely on Shehala’s best interests. Suppliers win our business based on product or service suitability, price, delivery and quality. Purchasing agreements should be documented, and clearly identify the services or products to be provided, the basis for earning payment, and the applicable rate or fee. The amount of payment must be commensurable with the services or products provided.
6. Responsibilities to Shareholders
We will treat the investment of our shareholders as if it were our own.
We will treat the investment of our shareholders as if it were our own.
6.1 Protecting Shehala Assets
We have a responsibility to protect the Shehala assets entrusted to us from loss, damage, misuse or theft. Shehala assets, such as funds, products, or computers, may only be used for business purposes, or other purposes approved by management. Shehala assets may never be used for illegal purposes of any kind.
6.2 Proprietary Information
Shehala staff must safeguard all proprietary information by marking information accordingly, keeping it secure, and limiting access to those who have a need-to-know in order to do their job. Proprietary information includes any information that is not generally known to the public and is helpful to Shehala, or would be helpful to competitors. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve proprietary information continues even after employment ends.
6.3 Inside Information and Securities Trading
Shehala staff are not allowed to trade in securities or any other kind of property based on knowledge that comes from their job, if that information hasn't been reported publicly. It is against the laws of many countries, including those of North America, Europe & Scandinavia to trade or to "tip" others who might make an investment decision based on inside job information. For example, using non-public information to buy or sell Shehala stock, options in Shehala stock or the stock of an Shehala supplier or customer is prohibited. Please also refer to Shehala’s Insider Trading Policy and Trading Blackout Policy.
6.4 Accuracy of Company Records
We require honest and accurate recording and reporting of information in order to make responsible business decisions. This includes business data such as quality, safety, and personnel records, as well as all financial records.
All financial books, records and accounts must accurately reflect transactions and events, and conform both to required accounting principles and to Shehala’s system of internal controls. No false or artificial entries may be made. When a payment is made, it can only be used for the purpose spelled out in the supporting document.
6.5 Recording and Retaining Business Communications
All business records and communications should be clear, truthful and accurate. Business records and communications may become public through litigation, government investigations and the media. Avoid exaggeration, colorful language, guesswork, legal conclusions and derogatory remarks or characterizations of people and companies. This applies to communications of all kinds, including e-mail and "informal" notes or memos. Records are maintained for seven years in order to comply with the Income Tax Act.
We have a responsibility to protect the Shehala assets entrusted to us from loss, damage, misuse or theft. Shehala assets, such as funds, products, or computers, may only be used for business purposes, or other purposes approved by management. Shehala assets may never be used for illegal purposes of any kind.
6.2 Proprietary Information
Shehala staff must safeguard all proprietary information by marking information accordingly, keeping it secure, and limiting access to those who have a need-to-know in order to do their job. Proprietary information includes any information that is not generally known to the public and is helpful to Shehala, or would be helpful to competitors. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve proprietary information continues even after employment ends.
6.3 Inside Information and Securities Trading
Shehala staff are not allowed to trade in securities or any other kind of property based on knowledge that comes from their job, if that information hasn't been reported publicly. It is against the laws of many countries, including those of North America, Europe & Scandinavia to trade or to "tip" others who might make an investment decision based on inside job information. For example, using non-public information to buy or sell Shehala stock, options in Shehala stock or the stock of an Shehala supplier or customer is prohibited. Please also refer to Shehala’s Insider Trading Policy and Trading Blackout Policy.
6.4 Accuracy of Company Records
We require honest and accurate recording and reporting of information in order to make responsible business decisions. This includes business data such as quality, safety, and personnel records, as well as all financial records.
All financial books, records and accounts must accurately reflect transactions and events, and conform both to required accounting principles and to Shehala’s system of internal controls. No false or artificial entries may be made. When a payment is made, it can only be used for the purpose spelled out in the supporting document.
6.5 Recording and Retaining Business Communications
All business records and communications should be clear, truthful and accurate. Business records and communications may become public through litigation, government investigations and the media. Avoid exaggeration, colorful language, guesswork, legal conclusions and derogatory remarks or characterizations of people and companies. This applies to communications of all kinds, including e-mail and "informal" notes or memos. Records are maintained for seven years in order to comply with the Income Tax Act.
7. Responsibilities to Competitors
We compete aggressively and with integrity at the same time.
We compete aggressively and with integrity at the same time.
7.1 Competitive Information
We must never use any illegal or unethical methods to gather competitive information. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited.
If information is obtained by mistake that may constitute a trade secret or confidential information of another business, or if you have questions about the legality of information gathering, consult the Legal Counsel.
7.2 Fair Competition and Antitrust
Shehala and Shehala staff are required to comply with the antitrust and unfair competition laws of the jurisdictions where we carry on business. These laws are complex and vary considerably from country to country. They generally concern:
We must never use any illegal or unethical methods to gather competitive information. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited.
If information is obtained by mistake that may constitute a trade secret or confidential information of another business, or if you have questions about the legality of information gathering, consult the Legal Counsel.
7.2 Fair Competition and Antitrust
Shehala and Shehala staff are required to comply with the antitrust and unfair competition laws of the jurisdictions where we carry on business. These laws are complex and vary considerably from country to country. They generally concern:
- Agreements with competitors that harm customers, including price fixing and allocations of customers or contracts.
If you have questions whether your actions may violate competition laws, ask Shehala’s in-house legal counsel.
- Agreements that unduly limit a customer’s ability to sell a product, including establishing the resale price of a product or service, or conditioning the sale of products on an agreement to buy other Shehala products and services.
- Attempts to monopolize, including pricing a product below cost in order to eliminate competition. If you have questions whether your actions may violate competition laws, ask Shehala’s in-house legal counsel.
8. Conflicts of Interest
We will make business decisions based on the best interests of Intrinsyc.
We will make business decisions based on the best interests of Intrinsyc.
8.1 General Guidance
Business decisions and actions must be based on the interests of Shehala, and must not be motivated by personal considerations or relationships. Relationships with prospective or existing suppliers, contractors, customers, competitors or regulators must not affect our independent and sound judgment on behalf of Shehala. General guidelines to help Shehala staff better understand several of the most common examples of situations that may cause a conflict of interest are listed below. However, you are required to disclose to Shehala management any situation that may be, or appear to be, a conflict of interest. When in doubt, it is best to disclose.
8.2 Outside Employment
Shehala staff may not work for, or receive payments for services from, any competitor, customer, distributor or supplier of Shehala without approval of Shehala management. Any outside activity must be strictly separated from services performed for Shehala, and should not harm your performance for Shehala. Make sure that the skills you've learned and used at Shehala are not used in such a way that could hurt the business of Shehala.
8.3 Board Memberships
Serving on the board of directors or a similar body for an outside company or government agency requires the advance approval of Shehala management. Helping the community by serving on boards of non-profit or community organizations is encouraged, and does not require prior approval.
8.4 Family Members and Close Personal Relationships
You may not use personal influence to get Shehala to do business with a company in which your family member or friend has an interest.
8.5 Investments
Shehala staff may not allow their investments to influence, or appear to influence, their independent judgment on behalf of Shehala. This could happen in many ways, but it is most likely to create the appearance of a conflict of interest if you have an investment in a competitor, supplier, customer, or distributor and your decisions may have a business impact on this outside party. If there is any doubt about how an investment might be perceived, it should be disclosed to management.
8.6 Gifts
Gifts are not always physical objects - they might also be services, favours, meals or other items of value.
8.7 Gifts to Shehala Staff
Shehala staff does not accept kickbacks, lavish gifts or gratuities. Shehala staff can accept items of nominal value (up to $100.00), such as small promotional items bearing another company's name. Shehala staff will not accept anything that might make it appear that our judgment for Shehala would be compromised.
8.8 Gifts Given by Shehala
We understand that gift-giving practices vary among cultures and that some business situations call for giving gifts. Shehala’s gifts must be legal, reasonable, and approved by Shehala management. Shehala never pays bribes.
We will not provide any gift if it is prohibited by law or the policy of the recipient's organization. For example, the employees of many government entities around the world are prohibited from accepting gifts. If in doubt, check first.
Business decisions and actions must be based on the interests of Shehala, and must not be motivated by personal considerations or relationships. Relationships with prospective or existing suppliers, contractors, customers, competitors or regulators must not affect our independent and sound judgment on behalf of Shehala. General guidelines to help Shehala staff better understand several of the most common examples of situations that may cause a conflict of interest are listed below. However, you are required to disclose to Shehala management any situation that may be, or appear to be, a conflict of interest. When in doubt, it is best to disclose.
8.2 Outside Employment
Shehala staff may not work for, or receive payments for services from, any competitor, customer, distributor or supplier of Shehala without approval of Shehala management. Any outside activity must be strictly separated from services performed for Shehala, and should not harm your performance for Shehala. Make sure that the skills you've learned and used at Shehala are not used in such a way that could hurt the business of Shehala.
8.3 Board Memberships
Serving on the board of directors or a similar body for an outside company or government agency requires the advance approval of Shehala management. Helping the community by serving on boards of non-profit or community organizations is encouraged, and does not require prior approval.
8.4 Family Members and Close Personal Relationships
You may not use personal influence to get Shehala to do business with a company in which your family member or friend has an interest.
8.5 Investments
Shehala staff may not allow their investments to influence, or appear to influence, their independent judgment on behalf of Shehala. This could happen in many ways, but it is most likely to create the appearance of a conflict of interest if you have an investment in a competitor, supplier, customer, or distributor and your decisions may have a business impact on this outside party. If there is any doubt about how an investment might be perceived, it should be disclosed to management.
8.6 Gifts
Gifts are not always physical objects - they might also be services, favours, meals or other items of value.
8.7 Gifts to Shehala Staff
Shehala staff does not accept kickbacks, lavish gifts or gratuities. Shehala staff can accept items of nominal value (up to $100.00), such as small promotional items bearing another company's name. Shehala staff will not accept anything that might make it appear that our judgment for Shehala would be compromised.
8.8 Gifts Given by Shehala
We understand that gift-giving practices vary among cultures and that some business situations call for giving gifts. Shehala’s gifts must be legal, reasonable, and approved by Shehala management. Shehala never pays bribes.
We will not provide any gift if it is prohibited by law or the policy of the recipient's organization. For example, the employees of many government entities around the world are prohibited from accepting gifts. If in doubt, check first.
9. Workplace code of conduct:
9.1 Forced Labor
There shall not be any use of forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise.
9.2 Child Labor
No person shall be employed at an age younger than 15 (or 14 where the law of the country of manufacture* allows) or younger than the age for completing compulsory education in the country of manufacture where such age is higher than 15.
9.3 Harassment or Abuse
Every employee shall be treated with respect and dignity. No employee shall be subject to any physical, sexual, psychological or verbal harassment or abuse.
9.4 Nondiscrimination
No person shall be subject to any discrimination in employment, including hiring, salary, benefits, advancement, discipline, termination or retirement, on the basis of gender, race, religion, age, disability, sexual orientation, nationality, political opinion, or social or ethnic origin.
9.5 Female workforce:
Shehala shall adopt measures to encourage employment of female workers in the workforce and provide necessary benefits & leave in accordance with the local law.
9.6 Health and Safety
Shehala Management shall provide a safe and healthy working environment to prevent accidents and injury to health arising out of, linked with, or occurring in the course of work or as a result of the operation of Shehala facilities.
9.7 Freedom of Association and Collective Bargaining
Shehala shall recognize and respect the right of employees to freedom of association and collective bargaining.
9.8 Wages and Benefits
Shehala recognizes that wages are essential to meeting employees’ basic needs. Shehala shall pay employees, as a floor, at least the minimum wage required by local law or the prevailing industry wage, whichever is higher, and shall provide legally mandated benefits.
9.9 Hours of Work
Except in extraordinary business circumstances, employees shall (i) not be required to work more than the lesser of (a) 48 hours per week and 12 hours overtime or (b) the limits on regular and overtime hours allowed by the law of the country of manufacture or, where the laws of such country do not limit the hours of work, the regular work week in such country plus 12 hours overtime and (ii) be entitled to at least one day off in every seven day period.
9.10 Overtime Compensation
In addition to their compensation for regular hours of work, employees shall be compensated for overtime hours at such premium rate as is legally required in the country of manufacture or, in those countries where such laws do not exist, at a rate at least equal to their regular hourly compensation rate.
Shehala shall, in addition to complying with all applicable laws of the country of manufacture, comply with and support the Workplace Code of Conduct in accordance with the attached Principles of Monitoring of Fair Labour Association and shall apply the higher standard in cases of differences or conflicts. Shehala determines to adopt the Workplace Code of Conduct also shall require its licensees and contractors and, in the case of a retailer, its suppliers to comply with applicable local laws and with this Code in accordance with the Principles of Monitoring and to apply the higher standard in cases of differences or conflicts.
There shall not be any use of forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise.
9.2 Child Labor
No person shall be employed at an age younger than 15 (or 14 where the law of the country of manufacture* allows) or younger than the age for completing compulsory education in the country of manufacture where such age is higher than 15.
9.3 Harassment or Abuse
Every employee shall be treated with respect and dignity. No employee shall be subject to any physical, sexual, psychological or verbal harassment or abuse.
9.4 Nondiscrimination
No person shall be subject to any discrimination in employment, including hiring, salary, benefits, advancement, discipline, termination or retirement, on the basis of gender, race, religion, age, disability, sexual orientation, nationality, political opinion, or social or ethnic origin.
9.5 Female workforce:
Shehala shall adopt measures to encourage employment of female workers in the workforce and provide necessary benefits & leave in accordance with the local law.
9.6 Health and Safety
Shehala Management shall provide a safe and healthy working environment to prevent accidents and injury to health arising out of, linked with, or occurring in the course of work or as a result of the operation of Shehala facilities.
9.7 Freedom of Association and Collective Bargaining
Shehala shall recognize and respect the right of employees to freedom of association and collective bargaining.
9.8 Wages and Benefits
Shehala recognizes that wages are essential to meeting employees’ basic needs. Shehala shall pay employees, as a floor, at least the minimum wage required by local law or the prevailing industry wage, whichever is higher, and shall provide legally mandated benefits.
9.9 Hours of Work
Except in extraordinary business circumstances, employees shall (i) not be required to work more than the lesser of (a) 48 hours per week and 12 hours overtime or (b) the limits on regular and overtime hours allowed by the law of the country of manufacture or, where the laws of such country do not limit the hours of work, the regular work week in such country plus 12 hours overtime and (ii) be entitled to at least one day off in every seven day period.
9.10 Overtime Compensation
In addition to their compensation for regular hours of work, employees shall be compensated for overtime hours at such premium rate as is legally required in the country of manufacture or, in those countries where such laws do not exist, at a rate at least equal to their regular hourly compensation rate.
Shehala shall, in addition to complying with all applicable laws of the country of manufacture, comply with and support the Workplace Code of Conduct in accordance with the attached Principles of Monitoring of Fair Labour Association and shall apply the higher standard in cases of differences or conflicts. Shehala determines to adopt the Workplace Code of Conduct also shall require its licensees and contractors and, in the case of a retailer, its suppliers to comply with applicable local laws and with this Code in accordance with the Principles of Monitoring and to apply the higher standard in cases of differences or conflicts.