CODE OF CORPORATE GOVERNANCE AND CONDUCT FOR THE FSSL’S BOARD OF DIRECTORS AND CORE MANAGEMENT APPROVED BY THE BOARD.

• • Need and objective of the Code

This is the age of Corporate Governance. As a private limited company, many prospective corporate and institutional clients could undermine our company’s corporate governance practices and culture. Non-transparency and absence of appropriate accountability in private bodies is a natural phenomenon in this part of the world. As part of Corporate Governance Code of Conduct for the Board of Directors and *senior management, it is envisaged to frame a guidelines so that all stakeholders, shareholders both present and future, clients, suppliers, regulatory bodies and patrons can get a good impression about us and can get international quality service.

(*Senior Management has been defined to include personnel who are members of its Core Management and functional heads excluding the Board of Directors).

• • Our belief system

This Code of Conduct attempts to set forth the guiding principles on which the Company shall operate and conduct its daily business with its multitudinous stakeholders, government and regulatory agencies, media, and anyone else with whom it is connected.

The Company acknowledges the need to uphold the integrity of every transaction it enters into and believes that honesty and integrity in its internal conduct would be judged by its external behavior. The Company is conscious of the reputation it carries amongst its customers and public at large and shall endeavor to do all it can to sustain and improve upon the same in its discharge of obligations. The Company shall continue to initiate policies, which are customer-centric and which promote financial prudence.

• Philosophy of the Code

The Code envisages and expects

• Adherence to the highest standards of honest and ethical conduct, including proper and ethical procedures in dealing with actual or apparent conflicts of interest between personal and professional relationships.
• Full, fair and accurate disclosures in the periodic reports required to be filed by the Company with government and regulatory agencies.
• Compliance with applicable laws, rules and regulations.
• To address misuse or misapplication of the Company’s assets and resources.
• The highest level of confidentiality and fair dealing within and outside the Company.

General Standards of conduct

• • The Company expects all Directors and members of the Core Management to exercise good judgment, to ensure the interests, safety and welfare of customers, employees, and other stakeholders and to maintain a cooperative, efficient, positive, harmonious and productive work environment and business organization. The Directors and members of the Core Management while discharging duties of their office must act honestly and with due diligence. They are expected to act with that amount of utmost care and prudence, which an ordinary person is expected to take in his/her own business. These standards need to be applied while working in the premises of the Company, at offsite locations where the business is being conducted whether in Bangladesh or abroad, at Company-sponsored business and social events, or at any other place where they act as representatives of the Company.
  • A “Conflict of Interest” occurs when personal interest of any member of the Board of Directors and of the Core Management interferes or appears to interfere in any way with the interests of the Company. Every member of the Board of Directors and Core Management has a responsibility to the Company, its stakeholders and to each others. Although this duty does not prevent them from engaging in personal transactions and investments, it does demand that they avoid situations where a conflict of interest might occur or appear to occur. They are expected to perform their duties in a way that they do not conflict with the Company interests such as-

Employment / Outside Employment – The members of the Core Management are expected to devote their total attention to the business interests of the Company. They are prohibited from engaging in any activity that interferes with their performance or responsibilities to the Company or otherwise is in conflict with or prejudicial to the Company.

Business Interests – If any member of the Board of Directors and Core Management considers investing in securities issued by the Company’s customer, supplier or competitor, they should ensure that these investments do not compromise their responsibilities to the Company. Many factors including the size and nature of the investment; their ability to influence the Company’s decisions, their access to confidential information of the Company, or of the other entity, and the nature of the relationship between the Company and the customer, supplier or competitor should be considered in determining whether a conflict exists. Additionally, they should disclose to the Company any interest that they have which may conflict with the business of the Company.

Related Parties – As a general rule, the Directors and members of the Core Management should avoid conducting Company’s business with a relative or any other person or any firm, company, association in which the relative or other person is associated in any significant role. Relatives shall include:

• Spouse
• Father
• Mother (including step-mother)
• Son (including step-son)
• Son’s wife
• Daughter (including step-daughter)
• Father’s father
• Father’s mother
• Mother’s mother
• Mother’s father
• Son’s son
• Son’s son’s wife
• Son’s daughter
• Son’s Daughter’s husband
• Daughter’s husband
• Daughter’s son
• Daughter’s son’s wife
• Daughter’s daughter
• Daughter’s daughter’s husband
• Brother (including step-brother)
• Brother’s wife
• Sister (including step-sister)
• Sister’s husband

• If such a related party transaction is unavoidable, they must fully disclose the nature of the related party transaction to the appropriate authority. Any dealings with a related party must be conducted in such a way that no preferential treatment is given to that party.

• In the case of any other transaction or situation giving rise to conflicts of interests, the appropriate authority should after due deliberations decide on its impact.

• • Disclosure Standards

The Company shall make full, fair and accurate disclosures in the periodic reports required to be filed by the Company with Government and Regulatory agencies. The members of Core Management of the Company shall initiate all actions deemed necessary for proper dissemination of relevant information to the Board of Directors, Auditors and other Statutory Agencies, as may be required by applicable laws, rules and regulations.

• • Applicable Laws

The Directors of the Company and Core Management must comply with applicable laws, regulations, rules and regulatory orders. They should report any inadvertent non-compliance, if detected subsequently, to the concerned authorities.

• • Use of Company’s Assets and Resources

Each member of the Board of Directors and the Core Management has a duty to the Company to advance its legitimate interests while dealing with the Company’s assets and resources. Members of the Board of Directors and Core Management are prohibited from:

• • Using corporate property, information or position for personal gain,
  • Soliciting, demanding, accepting or agreeing to accept anything of value from any person while dealing with the Company’s assets and resources,
  • Acting on behalf of the Company in any transaction in which they or any of their relative(s) have a significant direct or indirect interest.

• Confidentiality and Fair Dealings

Company’s Confidential Information

• The Company’s confidential information is a valuable asset. It includes all trade related information, trade secrets, confidential and privileged information, customer information, employee related information, strategies, administration, research in connection with the Company and commercial, legal, scientific, technical data that are either provided to or made available to each member of the Board of Directors and the Core Management by the Company either in paper form or electronic media to facilitate their work or that they are able to know or obtain access by virtue of their position with the Company. All confidential information must be used for Company’s business purposes only.

• This responsibility includes the safeguarding, securing and proper disposal of confidential information in accordance with the Company policy on maintaining and managing records. This obligation extends to confidential information of third parties, which the Company has rightfully received under non-disclosure agreements.

• To further the Company’s business, confidential information may have to be disclosed to potential business partners. Such disclosure should be made after considering its potential benefits and risks. Care should be taken to divulge the most sensitive information, only after the said potential business partner has signed a confidentiality agreement with the Company.
• Any publication or publicly made statement that might be perceived or construed as attributable to the Company, made outside the scope of any appropriate authority in the Company, should include a disclaimer that the publication or statement represents the views of the specific author and not the Company.