EFG Hermes Pakistan (‘the Company') is a Trading Right Entitlement Certificate (TREC) Holder of the Pakistan Stock Exchange Limited. Corporate Member of the Pakistan Mercantile Exchange Limited and is registered with/accredited by Financial Markets Association of Pakistan as Inter-bank broker and Mutual Funds Association of Pakistan as Service Provider/Distributor. The Company is engaged in Financial Brokerage, Corporate Finance and Financial Research. As a competitive and ethical firm, we are constantly looking to grow and improve our business and the principles upon which we manage it.
In the competitive environment, our clients and business partners expect, in addition to high-quality services, professional and honest behavior that includes compliance with legal regulations and ethical standards. We are jointly responsible for our company's reputation. Improper behavior by even one person can damage the reputation for a long time. That is why we need a binding concept of what defines our shared understanding of professional and honest business behavior. We have summarized the relevant guidelines and key rules in the following Code of Conduct.
The EFG Hermes Pakistan Code of Conduct offers orientation and assistance but also contains the binding requirements our actions need to be based on. Fully committed to these rules, we expect consistent adherence to the following from our Board Members, Executives and Employees, as respectively applicable, at all levels and will monitor this in an appropriate manner.
We are confident that you will all comply with the requirements laid down in this Code of Conduct.
The members of the Board of Directors of the Company shall act as role model for others. They are expected to observe the principles laid down in this Code of Conduct with special commitment as well as provide support and guidance. In addition Directors are required to follow the provisions/requirements of the Companies Ordinance, 1984, Code of Corporate Governance and other relevant Laws/Rules/Regulations applicable to the Directors of a listed company and a corporate brokerage house that are already separately disclosed to them.
The relationships between colleagues & employees and with public, clients, shareholders, etc. should be characterized by professionalism, mutual respect and fairness. Act with integrity, dignity and in an ethical manner when dealing with the public, clients, stakeholders, peers, etc.
Insider information shall always be treated in strict confidence and relates to facts the knowledge of which could affect an investor's decision about the purchase or sale of listed securities and/or price of listed securities. Further, it also include, in relation to persons responsible for the execution of orders concerning listed securities, which is conveyed by a client to such person and related to the client's pending orders. In line with the legal provisions and regulations applicable in this context, EFG Hermes Pakistan Directors/employees must ensure that no insider information is used when trading in securities of the Company and also in other securities on clients' orders, as the case may be, and that this information is not disclosed to third parties.
Reports and communications to those within the company, clients, business partners, investors, the public, official organizations and authorities shall be understandable, truthful and submitted in good time; the same must also be in compliance with the applicable laws and regulations. Maintain accurate records of business transactions related to the Company or its clients/associates. In order to avoid a lack of clarity and/or misunderstandings, only expressly authorized official(s) can provide company statements. This applies in particular to communication with the media, investors and analysts.
Each employee shall handle the company's resources/assets responsibly and ensure their efficient and appropriate use.
Do not offer or give third parties direct or indirect advantages, to exert an unfair influence, whether through financial payments or other means. No director/employee may use his or her directorship/employment to demand, accept or otherwise acquire unfair advantages. Directors/Employees who sign contracts and/or deal with clients/customers or other third parties must ensure that the latter also comply with these rules. Corruption, bribery etc. is/are not acceptable at all and any director/employee involved in any such practice shall be strictly dealt with.
Gifts, favors, hospitality or other benefits may only be given or accepted if they do not infringe applicable laws and/or the Company's Policies and neither damage the public reputation of the Company nor the probity of the director/employee if they become known publicly.
Maintain the office decorum and behave professionally.
Use the internet facilities in a positive manner and not communicate/spread political, religious or other emails that may conflict with anyone's affiliations/believes.
All Directors and Employees are required to comply with high environmental, health and safety standards.
In order to reduce risks directors/employees should obtain assistance/advice from the concerned officer(s) of the Company if there are legal issues in question, any doubts in interpretation and/or also otherwise.
Report any person or activity to the Chief Executive Officer or the Company Secretary that in his/her/their opinion is in violation of this Code.
This Policy applies to all transactions in the Company's securities and other securities (being a corporate brokerage house) and applies to Members of the Board of Directors and employees who receive or have access to Material Non Public Information regarding the business and/or affairs of the Company, and/or information of clients' orders. These officials and their immediate family members/nominee are referred to as “Insiders” in this policy. This Policy also applies to any person who receives Material Non Public Information from any Insider. Any person who possesses Material Non Public Information regarding the Company is an Insider for so long as the information is not publicly known. It is required to follow the following policy and all other applicable rules/regulations/codes etc. including specifically ‘the Securities and Exchange Ordinance, 1969'.
The Policy states that:
It is important to mention that any failure to observe this Policy may expose the Director or employee as well as the Company to legal complications under applicable laws and therefore a violation of the Company's Policy on Code of Conduct. Furthermore, employees who violate this Policy shall also be subject to disciplinary action by the Company.
It is not possible to define all categories of material information. However information may be called as material if it relates to the business and/or other affairs of the Company that may affect the market price of its securities. Further, information may be called as material if there is a reasonable possibility that it would be considered important to a reasonable investor in making an investment decision regarding the purchase or sale of the Company's securities. The Code of Corporate Governance defines the material information as under:
“This information may include but shall not be restricted to any material change in the nature of business of the company; information regarding any joint ventures, merger or acquisition or any material contract entered into or lost; purchase or sale of significant assets; franchise, brand name, goodwill, royalty, financial plan, etc.; any unforeseen or undisclosed impairment of assets due to technological obsolescence, etc; delay or loss of production due to strike, fire, natural calamities, major breakdown, etc; issue or redemption of any securities; a major change in borrowings including projected gains to accrue to the company; any default in repayment or rescheduling of loans; and change in directors, Chairman or CEO of the listed company.”
The Securities and Exchange Ordinance, 1969 states:
The Securities and Exchange Ordinance, 1969 states that Insider Trading includes:
The Securities and Exchange Ordinance, 1969 states that Insiders include:
The Company is committed to the course of highest integrity and to avoiding even the appearance of impropriety in the conduct of its affairs. These commitments discourage giving favors to individuals, whether in the public or private sector including clients (individual and/or corporate), who are in a position, directly or indirectly, to benefit the Company.
The Company's business interests are best served when its relationships are free of influences. The Company can then only maintain constructive ongoing relationships with those doing business or seeking to do business with the Company.
Cash gifts are strictly prohibited and exchange of non-cash gifts is highly discouraged. However, being living in a society with some likewise social norms, doing away these entirely is not practical and hence occasional non-cash gifts may be permissible. These shall not cause conflict with any applicable law. For example, being a listed company, gifts at General Meetings of Members are strictly prohibited by the Companies Ordinance, 1984.
Giving and receiving gifts in the form of commission, shares in profit, free travel tickets or hotel/other accommodation, etc. are strictly prohibited.
Note: The policy is not applicable on general give-away items, souvenirs, diaries, and other items that are prepared in bulk for promotions, marketing, etc.
Employees may entertain/accept entertainment, consistent with local practice, of moderate value, to/from people having business relationships with the Company.
Note: The policy is not applicable on general gatherings/meetings etc. officially organized/arranged by the Company and/or with the approval of the Company.
