Code of Conduct

 1.0   Policy Statement

It is the policy of TransKarachi to promote the application of consistently high standards of corporate conduct and behaviour within the organization. The Company and all employees must:

• Observe and comply with the laws and regulations applicable to them; and
• Act with high standards of business integrity

1.1   Scope

 This policy applies to all permanent full time and long term contract positions. It also applies to temporary positions working within the office of TransKarachi.

1.2   Principles

 The policy will provide guidance on a number of specific areas relevant to the conduct of the Company’s operations. These Standards are, however, by no means exhaustive. All employees should make sure that they are familiar with, and that they adhere to:

• All other applicable Company Policies, Company Principles and Company Standards;
• The rules and policies of the Company for which they work; and
• All laws and regulations applicable to them and their area of

Where strict application of these Standards would conflict with any law of the country, the latter will take precedence and derogations from these Standards are permitted in the Standards adopted by the Company to the extent necessary to comply with the law. However, an employee obligation to act with high standards of business integrity goes beyond strict legal compliance. It means:

• Behaving responsibly
• Conducting business in a manner which is honest, sincere, and trustworthy;
• Acting in accordance with accepted standards of behaviour; and
• Always choosing what you truly believe to be the right course of

Employees have NO authority to order or approve any action that is contrary to the Standards, or to any applicable law or regulation, and the Standards must not under any circumstances be compromised for the sake of results.

Employees have a duty to report incidences of non‐compliance with the Standards and any other incidences of wrongdoing at work.

Those who supervise others have additional responsibilities under the Standards. They must:

• Make sure that those reporting to them know and understand the Standards;
• Monitor the conduct of those they supervise to satisfy themselves that it meets the
• Enforce the Standards consistently; and
• Support employees who, in good faith, raise questions about conduct or concerns of wrongdoing.

Disciplinary action will be taken for violations of law or the Standards, as appropriate, including termination of employment. Violations of the Standards, or of any laws or regulations governing our operations, may have severe consequences for the individuals concerned and for the Company. Any failure to follow the Standards that involves a criminal act could result in prosecution after referral to the relevant authorities.

1.3   Whistleblowing

Any employee who suspects wrongdoing at work is strongly encouraged to raise his concern in confidence through the whistleblowing procedure.

Anyone who raises a genuinely held concern in good faith concerning a matter which he reasonably believes to be true will not suffer any form of reprisal or retribution as a result. This will be the case even where the individual raising the concern is mistaken and there is no case to answer.

Harassment or victimisation, including informal pressure, of anyone raising a genuine concern will not be tolerated, and any such conduct will itself constitute a breach of the Standards of Code of Conduct and will be treated as a serious disciplinary matter.

While no one who comes forward in good faith has anything to fear, false allegations raised maliciously will be treated as misconduct and dealt with in accordance with the Disciplinary Procedure.

Examples of suspected wrongdoing that should be raised in this way include:

• The commission of a criminal offence, including fraud, money laundering or bribery and corruption;
• A failure to comply with any legal obligation or any other unlawful act or omission;
• An act or omission which will, or is likely to, unlawfully endanger the health or safety of an individual or unlawfully damage the environment;
• A breach of human rights;
• Accounting malpractice or falsification of documents;
• Any other breach of the Standards of Code of Conduct or any other applicable Company Policy, Company Principle or Company Standard;
• A miscarriage of justice; and concealment of any of the

This list is not exhaustive. A concern should be raised irrespective of whether the suspected wrongdoing has occurred, is occurring or is likely to occur. This procedure is not intended for use where you are unhappy with your personal employment position, for example lack of promotion or a smaller than expected wage increase – the Company’s Grievance Procedures are available in those cases.

An individual who is concerned about actual or suspected wrongdoing and who wishes to report the matter formally for investigation should raise it with his line manager. The line manager should immediately refer the matter to a Designated Officer for investigation but must otherwise keep all details confidential. Where an individual feels unable to raise his concern with his line manager, for whatever reason, it should be raised directly with any of the following Designated Officers:

• HR & Admin Manager
• Company Secretary

Concerns raised in this way will be investigated fully and the identity of the person raising the concern will be kept confidential. When the investigation has been completed, the person who raised the concern will be informed of the outcome by the Designated Officer.

While concerns may be raised anonymously, employees are strongly encouraged to report matters in confidence rather than anonymously. A full investigation of your concern may not be possible without employee cooperation, and proper feedback cannot be provided to those who remain anonymous. Any concern can be raised in writing to the Line Manager or Designated Officer or through email at hr@transkarachi.pk.

1.4   Conflicts of Interest

A conflict of interest will arise in any situation where your position or responsibilities within the Company, present an opportunity for you or any close relative to obtain a personal gain or benefit (apart from the normal rewards of employment), or where there is scope for you to prefer your personal interests, or those of any close relative, above your duties and responsibilities to the Company.

A potential conflict of interest will arise where an employee is in a situation which could develop into an actual conflict of interest.

Employees must avoid situations where their personal interests might, or might appear to be in conflict with the interests of the Company.

The guiding principle is that an employee must disclose to higher management any actual or potential conflict of interest. Any situation which gives rise, or might give rise to a conflict of interest should be disclosed as soon as it arises and, where required, written authority to proceed should be sought.

Employees may not exploit knowledge or information gained from employment within the Company or take advantage of a corporate opportunity in order to obtain a personal gain or benefit for themselves or for any close relative, without first disclosing their intention to do so and obtaining written approval.

Employees may not work for or on behalf of any third party organisation without obtaining authority to do so. Some arrangements of this kind are never permissible, for example where they involve:

• Other companies with the same operations; or
• any customer or supplier with whom you deal as part of your role within the Company.

For any other relationship of this kind, you must first disclose it and obtain written approval. This does not apply to any unpaid voluntary work which you may undertake in your own time, provided that it does not interfere with your duties and responsibilities to the Company.

Employees must disclose any material financial interest in any competitor, supplier, customer or other business with which the Company has significant business dealings.

Employees may not hold any material financial interest in a supplier, customer or other external business if they have any involvement in the Company’s dealings with that business or supervise anyone with such involvement. Save as may be expressly permitted in writing, no employee may hold a material financial interest in any business the activities of which are:

• Other companies with the same operations; or
• Otherwise against the interests of the Company

Employees should disclose any situation where a close relative works or performs services for, or has a material financial interest in, any competitor, supplier, customer or other business with which the Company has significant business dealings.

No employee should have any business involvement with a close relative or with any business for which a close relative works or in which a close relative holds a material financial interest.

No employee should ever be in a situation where they have the ability to hire, supervise, affect terms and conditions of employment, or influence the management of any close relative. It includes Father, Mother, Husband/wife, Son/daughter, Brother, Sister, Father/mother in‐law, Brother/sister In‐law, Nephew/Niece or any such relationship arising by marriage.

It is not possible to list all situations or relationships which may give rise to a conflict of interest, or the appearance of one, so each situation must be evaluated on its individual facts. Above mentioned are only examples of situations where conflicts of interest may arise, and the principles which should be applied.

• Bribery and Corruption

 Bribery and Corruption is an improbity or decay in the decision‐making process in which a decision‐maker consents to deviate or demands deviation from the criterion which should rule his or her decision‐making, in exchange for a reward or for the promise or expectation of a reward, while these motives influencing his or her decision‐making cannot be part of the justification of the decision.

The Company and employees must ensure that:

• they do not, directly or indirectly, offer, promise or give any gift, payment or other benefit to any person for the purposes of inducing or rewarding improper conduct or influencing any decision by the other party to the advantage of the Company;
• they do not, directly or indirectly, solicit, accept or receive any gift, payment or other advantage from any person as a reward or inducement for improper conduct; and
• their activities do not otherwise contravene any applicable anti‐corruption measures.

The following are examples of corrupt or potentially corrupt activity which you should never engage in:

• Offering or making an unauthorised payment, or authorising an improper payment (cash or otherwise) to a local or foreign official, or any related person or entity;
• Attempting to induce a local or foreign official to do something illegal;
• ‘Turning a blind eye to’ or failing to report any indication of improper payments or other inducements;
• Offering or receiving any gift, payment or other benefit in relation to obtaining business or awarding contracts;
• Establishing an unrecorded fund, such as a secret cash account or ‘slush’ fund, for any purpose;
• Doing anything to induce or facilitate someone else to breach this Standard or ignore any violation;
• Permitting an agent or representative engaged on behalf of the Company to take improper actions.

The Company and its employees are prohibited from making facilitation payments (directly or indirectly), save in exceptional circumstances where necessary to protect the health, safety or liberty of any employee. Employees should actively resist making such payments. In exceptional circumstances (such as those identified above) where there is no alternative but to make a payment, employees should, wherever practicable, seek prior legal advice or otherwise take approval of the management prior to the payment. Any such payment must be recorded accurately in the Company’s books and records.

The Company is expected to have in place controls and measures to prevent bribes being paid by persons performing services for or on their behalf, to include:

• Due diligence procedures which are proportionate to the risk involved; and
• Where appropriate, and to the extent appropriate, the inclusion of anti‐ corruption provisions in contracts with third parties.

The Company is also expected to provide training and support to ensure that staffs are aware of their obligations and to promote compliance with anti‐corruption policies and procedures.

1.6   Confidentiality and Information Security

 The Company and employees must protect and maintain the confidentiality of all information e.g. future plans, competitive bids, sponsorships, employee lists, and secret official documentations obtained as a result of employment and that is not generally available to the public.

No employee shall disclose any confidential information relating to the Company or its operations outside the Company without specific authority from higher management to do so. Where confidential information is to be disclosed to another party, it should be released only:

• agents or representatives of the Company who owe a duty of confidentiality to that company and require such information to carry out work on its behalf; or
• under the terms of a written confidentiality agreement or undertaking entered into with the other party.

If confidential information is to be transmitted electronically, then technical and procedural standards should be agreed with the other party.

Where confidential information is required to be disclosed under the terms of an order of any competent judicial, governmental, regulatory or supervisory body, employees should notify Manager Legal and release such information only with the higher management approval.

Access to confidential information relating to the Company or its operations should only be provided to those employees who require it for the exercise of their functions within the Company.

No employee may retain on his personal premises any confidential information relating to the Company or its Operations without making adequate arrangements to protect the security of such information.

No employee shall use confidential information relating to the Company or its operations for his own pecuniary advantage or for that of a friend or relative (see ‘Conflicts of Interest’).

Access to personal data should be limited to employees who have appropriate authorisation and a clear business need for that data.

• Political Contribution

The Company or its employees in official capacity shall not participate, make any donations or contributions to any political party or make any donations or contribution to any entity or individual for any political purpose.

TransKarachi is a non‐sectarian, apolitical, and a public limited company without regard to sectarian or political considerations in the area where we work. It is, therefore, necessary for all staff members, both individually and collectively, to abstain from any activity that may be perceived as aligning them or the company for or against a sectarian or political cause, issue or faction.

• Implementation and review

This policy is effective once approved by the BOD. The policy will be reviewed on an annual basis, in order to ensure its continuing relevance and effectiveness. This annual review will be initiated by the Manager Human Resources and Administration. Any amendment will become effective after Board approval and reasonable notice has been given to all employees.

Where changes in legislation occur which directly affect this policy, these will be reflected with immediate effect and communicated to all employees by the Manager Human Resources and Administration.