Our Employee Code of Conduct company policy outlines our expectations regarding employees’ behavior towards their colleagues, supervisors, customers, suppliers and contractors and overall organization.

We promote freedom of expression and open communication. But we expect all employees to follow our code of conduct. They should avoid offending, participating in serious disputes and disrupting our workplace. We also expect them to foster a well-organized, respectful and collaborative environment.

This policy applies to all our employees regardless of employment agreement or rank.

We expect all of our employees and Board members to know and follow the Code. Failure to do so can result in disciplinary action, including termination of employment. Moreover, while the Code is specifically written for SA-International Ltd. employees and Board members, we expect our contractors, consultants and others who may be temporarily assigned to perform work or services for SA-International to follow the Code in connection with their work for us. Failure of a SA-International contractor, consultant, supplier or other covered service provider to follow the Code can result in termination of their relationship with SA-International Ltd.

All employees should read and follow our company policies. If they have any questions, they should ask their managers, Human Resources (HR) department or Ethics & Compliance.

SA-International prohibits retaliation against any worker here at SA-International who reports or participates in an investigation of a possible violation of our Code. If you believe you are being retaliated against, please contact Ethics & Compliance.

Our company may have to take disciplinary action against employees who repeatedly or intentionally fail to follow our code of conduct. Disciplinary actions will vary depending on the violation.

Possible consequences include:

Demotion.

Reprimand.

Suspension or termination for more serious offences.

Detraction of benefits for a definite or indefinite time.

We may take legal action in cases of corruption, theft, embezzlement or other unlawful behavior.

Failure of a SA-International contractor, consultant, supplier or other covered service provider to follow the Code can result in termination of their relationship with SA-International Ltd.

Serve Our Customers

Our customers value SA-International, not only because we deliver great products and services, but because we hold ourselves to a higher standard in how we treat customers. Keeping the following principles in mind will help us to maintain that high standard:

Integrity and professionalism

Our reputation as a company that our customers can trust is our most valuable asset, and it is up to all of us to make sure that we continually earn that trust. All of our communications and other interactions with our customers should increase their trust in us.

Usefulness

Our products and services should make SA-International more useful for all our customers from individuals to large businesses.

Responsiveness

Part of being useful and honest is being responsive: We recognize relevant customers’ feedback when we see it, and we do something about it. We take pride in responding to communications from our customers, whether questions, problems or compliments. If something is broken, fix it.

Take Action

Any time you feel our customers aren’t being well-served, don’t be bashful, let someone in the company know about it. Continually improving our products and services takes all of us, and we’re proud that SA-International employees champion our customers and take the initiative to step forward when the interests of our customers are at stake.

Quality assurance

We maintain the quality of what we do through constant ongoing review with our clients, of all aims, activities, outcomes and the cost-effectiveness of every activity. We encourage regular review meetings and provide regular progress reports. This consultancy has been accredited under a number of quality assurance schemes.

Respect Each Other

We are committed to a supportive work environment, where employees have the opportunity to reach their fullest potential. Each employee is expected to do their utmost to create a respectful workplace culture that is free of harassment, intimidation, bias and unlawful discrimination of any kind.

Equal opportunity employment

Employment here is based solely upon individual merit and qualifications directly related to professional competence. We strictly prohibit unlawful discrimination or harassment of any kind, including discrimination or harassment on the basis of race, color, religion, veteran status, national origin, ancestry, pregnancy status, sex, gender identity or expression, age, marital status, mental or physical disability, medical condition, sexual orientation or any other characteristics protected by law. We also make all reasonable accommodations to meet our obligations under laws protecting the rights of the disabled. Employees should conform with our equal opportunity policy in all aspects of their work, from recruitment and performance evaluation to interpersonal relations.

Positive Environment

Employees prohibits unlawful harassment in any form; verbal, physical or visual. If you believe you’ve been harassed by anyone at SA-International, or by a partner, supplier or vendor, you should immediately report the incident to your supervisor, Human Resources or both. Similarly, supervisors and managers who learn of any such incident should immediately report it to Human Resources. HR will promptly and thoroughly investigate any complaints and take appropriate action.

Drugs and Alcohol

Our position on substance abuse is simple: It is incompatible with the health and safety of our employees, and we don’t permit it. Consumption of alcohol is banned at our offices, work places, warehouses, sites, sponsored events… etc. Illegal drugs in our offices, work places, warehouses, sites,     or at sponsored events are strictly prohibited. If a manager has reasonable suspicion to believe that an employee’s use of drugs and/or alcohol may adversely affect the employee’s job performance or the safety of the employee or others in the workplace, the manager may request an alcohol and/or drug screening. A reasonable suspicion may be based on objective symptoms such as the employee’s appearance, behavior or speech.

Safe Workplace

We are committed to a violence-free work environment, and we will not tolerate any level of violence or the threat of violence in the workplace. Under no circumstances should anyone bring a weapon to work. If you become aware of a violation of this policy, you should report it to Human Resources immediately. In case of potential violence, contact SA-International Security.

Avoid Conflicts of Interest

In working at SA-International, we have an obligation to always do what’s best for the company and our customers. When you are in a situation in which competing loyalties could cause you to pursue a personal benefit for you, your friends or your family at the expense of SA-International or our customers, you may be faced with a conflict of interest. All of us should avoid conflicts of interest and circumstances that reasonably present the appearance of a conflict.

When faced with a potential conflict of interest, ask yourself:

Would this activity create an incentive for me, or be perceived by others to create an incentive for me, to benefit myself, my friends or my family, or an associated business at the expense of SA-International?

Would this activity harm my reputation, negatively impact my ability to do my job at SA-International, or potentially harm SA-International?

Would this activity embarrass SA-International or me if it showed up on the front page of a newspaper or a blog?

If the answer to any of these questions is “yes,” the relationship or situation is likely to create a conflict of interest, and you should avoid it.

Below, we provide guidance in seven areas where conflicts of interest often arise:

Personal Investments

Avoid making personal investments in companies that are SA-International competitors or business partners when the investment might cause, or appear to cause, you to act in a way that could harm SA-International.

Outside Employment, Advisory Roles, Board Seats and Starting Your Own Business

Avoid accepting employment, advisory positions or board seats with competitors or business partners when your judgment could be, or could appear to be, influenced in a way that could harm SA-International. Additionally, because board seats come with fiduciary obligations that can make them particularly tricky from a conflict of interest perspective, you should notify your manager before accepting a board seat with any outside company. SA-International board members and employees who should also notify Ethics & Compliance. Finally, do not start your own business if it will compete with SA-International.

Business Opportunities Found Through Work

Business opportunities discovered through your work here belong first to SA-International, except as otherwise agreed to by SA-International.

Friends and Relatives; Co-Worker Relationships

Avoid participating in a potential or existing SA-International business relationship involving your relatives, spouse or significant other, or close friends. This includes being the hiring manager for a position for which your relative or close friend is being considered or being a relationship manager for a company associated with your spouse or significant other.

To be clear, just because a relative, spouse/significant other or close friend works at SA-International or becomes a SA-International competitor or business partner doesn’t mean there is a conflict of interest. However, if you are also involved in that SA-International business relationship, it can be very sensitive. The right thing to do in that situation is to discuss the relationship with your manager and Ethics & Compliance.

Finally, romantic relationships between co-workers can, depending on the work roles and respective positions of the co-workers involved, create an actual or apparent conflict of interest. If a romantic relationship does create an actual or apparent conflict, it may require changes to work arrangements or even the termination of employment of either or both individuals involved.

Accepting Gifts, Entertainment and Other Business Courtesies

Accepting gifts, entertainment and other business courtesies from a SA-International competitor or business partner can easily create the appearance of a conflict of interest, especially if the value of the item is significant.

Use of SA-International Products and Services

Avoiding potential conflicts of interest also means that you should not use SA-International products, services or information in a way that improperly benefits someone you know or creates the appearance that you have an unfair advantage over users outside of SA-International.

Reporting

Ethics & Compliance will periodically report to the top management any breaking from any employee, contractor, and supplier to the code of conduct rules.

Company information that leaks prematurely into the competitors can eliminate our competitive advantage.

Confidential Information

Our “confidential information” includes financial, product and customer information. Make sure that confidential company material stays that way; don’t disclose it outside of without authorization. At times, a particular project or negotiation may require you to disclose confidential information to another party: Disclosure of this information should be on a “need to know” basis and only under a non-disclosure agreement.

SA-International Partners

Just as you are careful not to disclose confidential SA-International information, it’s equally important not to disclose any confidential information from our partners. Don’t accept confidential information from other companies without first having all parties sign an appropriate non-disclosure agreement approved by Legal. Even after the agreement is signed, try only to accept as much information as you need to accomplish your business objectives.

Competitors/Former Employers

We respect our competitors and want to compete with them fairly. But we don’t want their confidential information. The same goes for confidential information belonging to any SA-International former employers. If an opportunity arises to take advantage of a competitor’s or former employer’s confidential information, don’t do it.

Outside Communications and Research

You probably know that our policy is to be extremely careful about disclosing company information, and never to disclose any confidential information without authorization. It’s also a bad idea to post your opinions or information about SA-International on the Internet, even if not confidential, unless you’re authorized to do so as part of your job.

All employees should treat our company’s property, whether material or intangible, with respect and care.

Employees:

Shouldn’t misuse company equipment or use it frivolously.

Should respect all kinds of incorporeal property. This includes trademarks, copyright and other property (information, reports etc.) Employees should use them only to complete their job duties.

Employees should protect company facilities and other material property (e.g. company cars) from damage and vandalism, whenever possible.

All employees must follow our dress code and personal appearance guidelines.

All employees should fulfill their job duties with integrity and respect toward customers, stakeholders and the community. Supervisors and managers mustn’t abuse their authority. We expect them to delegate duties to their team members taking into account their competences and workload. Likewise, we expect team members to follow team leaders’ instructions and complete their duties with skill and in a timely manner.

We encourage mentoring throughout our company.

Employees should follow their schedules. We can make exceptions for occasions that prevent employees from following standard working hours or days. But, generally, we expect employees to be punctual when coming to and leaving from work.

Employees should be friendly and collaborative. They should try not to disrupt the workplace or present obstacles to their colleagues’ work.

All employees must be open for communication with their colleagues, supervisors or team members.

We expect employees to not abuse their employment benefits. This can refer to time off, insurance, facilities, subscriptions or other benefits our company offers.

Financial integrity and fiscal responsibility are core aspects of corporate professionalism. This is more than accurate reporting of our financials, though that’s certainly important. The money we spend on behalf of SA-International is not ours; it’s the company’s and, ultimately, our shareholders’. Each person at SA-International – not just those in Finance – has a role in making sure that money is appropriately spent, our financial records are complete and accurate and internal controls are honored. This matters every time we hire a new vendor, expense something to SA-International, sign a new business contract or enter into any deals on SA-International’s behalf.

To make sure that we get this right, Sa-International maintains a system of internal controls to reinforce our compliance with legal, accounting, tax and other regulatory requirements in every location in which we operate.

Spending SA-International’s Money

A core SA-International value has always been to spend money wisely. When you submit an expense for reimbursement or spend money on SA-International’s behalf, make sure that the cost is reasonable, directly related to company business and supported by appropriate documentation.

Signing a Contract

Each time you enter into a business transaction on SA-International’s behalf, there should be documentation recording that agreement, approved by the Legal Department. Signing a contract on behalf of SA-International is a very big deal. Never sign any contract on behalf of SA-International unless all of the following are met:

You are authorized to do so under our Signature Authority and Approval Policy. If you are unsure whether you are authorized, ask your manager.

The contract has been approved by Legal. If you are using an approved SA-International form contract, you don’t need further Legal approval unless you have made changes to the form contract or are using it for other than its intended purpose.

You have studied the contract, understood its terms and decided that entering into the contract is in SA-International’s interest.

Our contract will usually be in the form of a detailed proposal, including aims, activities, costs, timescales and deliverables. The quality of our service and the value of our support provide the only true basis for continuity. We always try to meet our clients’ contractual requirements, and particularly for situations where an external funding provider requires more official parameters and controls.

All contracts at SA-International should be in writing and should contain all of the relevant terms to which the parties are agreeing  SA-International does not permit “side agreements,” oral or written.

Recording Transactions

If your job involves the financial recording of our transactions, make sure that you’re fully familiar with all of the SA-International policies that apply, including our revenue recognition policy and our purchasing policy.

Immediately report to Finance any transactions that you think are not being recorded correctly.

Reporting Financial or Accounting Irregularities

It goes without saying (but we’re going to say it anyway) that you should never, ever interfere in any way with the auditing of SA-International’s financial records. Similarly, you should never falsify any record or account, including time reports, expense accounts and any other records.

Familiarize yourself with our Reporting of Financial and Accounting Concerns Policy. If you suspect or observe any of the conduct mentioned above or, for that matter, any irregularities relating to financial integrity or fiscal responsibility, no matter how small, immediately report them to Ethics & Compliance.

Hiring Suppliers

We should always strive for the best possible deal for SA-International. This almost always requires that you solicit competing bids to make sure that you’re getting the best offer. While price is very important, it isn’t the only factor worth considering. Quality, service, reliability and the terms and conditions of the proposed deal may also affect the final decision. Please do not hesitate to contact the Purchasing team if you have any questions regarding how to procure equipment or services.

Retaining Records

It’s important that we keep records for an appropriate length of time. The SA-International Record Retention Policy suggests minimum record retention periods for certain types of records. These are great guidelines, but keep in mind that legal requirements, accounting rules and other external sources sometimes specify longer retention periods for certain types of records, and those control where applicable. In addition, if asked by Legal to retain records relevant to a litigation, audit or investigation, do so until Legal tells you retention is no longer necessary.

SA-International takes its responsibilities to comply with laws and regulations very seriously and each of us is expected to comply with applicable legal requirements and prohibitions.

Compliance with law

All employees must protect our company’s legality. They should comply with all environmental, safety and fair dealing laws. We expect employees to be ethical and responsible when dealing with our company’s finances, products, partnerships and public image.

Trade Controls

Egypt and international trade laws control where SA-International can send or receive its products and/or services. If you are in any way involved in sending or making available SA-International products, services, software, equipment or any form of technical data from one country to another, work with your manager to be absolutely sure that the transaction stays well within the bounds of applicable laws. If you or your manager is not sure, please contact Ethics & Compliance.

Competition Laws

Most countries have laws – known as “antitrust,” “competition,” or “unfair competition” laws – designed to promote free and fair competition. Generally speaking, these laws prohibit 1) arrangements with competitors that restrain trade in some way, 2) abuse of intellectual property rights, and 3) use of market power to unfairly disadvantage competitors.

Certain conduct is absolutely prohibited under these laws, and could result in your imprisonment, not to mention severe penalties for SA-International. Examples of prohibited conduct include:

Agreeing with competitors about prices.

Agreeing with competitors to rig bids or to allocate customers or markets.

Agreeing with competitors to boycott a supplier or customer.

Other activities can also be illegal, unfair, or create the appearance of impropriety. Such activities include:

Sharing competitively sensitive information (e.g., prices, costs, market distribution, etc.) with competitors.

Entering into a business arrangement or pursuing a strategy with the sole purpose of harming a competitor.

Using SA-International’s size or strength to gain an unfair competitive advantage.

Although the spirit of these laws is straightforward, their application to particular situations can be quite complex. SA-International is committed to competing fair and square, so please contact Ethics & Compliance if you have any questions about the antitrust laws and how they apply to you. Any personnel found to have violated SA-International’s antitrust policies will, subject to local laws, be disciplined, up to and including termination of employment. If you suspect that anyone at the company is violating the competition laws, notify Ethics & Compliance immediately.

Insider Trading Laws

As we said earlier, internally we share information, including non-public information, about SA-International’s business operations pretty freely. In addition, you may overhear a hallway conversation or come across a memo at a copy machine, either of which might involve confidential information. To use this nonpublic information to buy or sell stock, or to pass it along to others so that they may do so, could constitute insider trading. Insider trading not only violates this Code, it violates the law. Don’t do it.

Anti-Bribery Laws

Like all businesses, SA-International is subject to lots of laws, both Egyptian and non-Egyptian. That prohibit bribery in virtually every kind of commercial setting. The rule for us at SA-International is simple – don’t bribe anybody, anytime, for any reason.

Anti-Money Laundering

SA-International complies with all laws that prohibit money laundering or financing for illegal or illegitimate purposes. “Money laundering,” is the process by which persons or groups try to conceal the proceeds of illegal activities or try to make the sources of their illegal funds look legitimate.