Code of Conduct & Ethical Standards

Commitment to the highest ethical standards represents a structured and strategic approach to embedding integrity across all aspects of the Company’s operations. Zain promotes a culture of accountability, transparency, and ethical responsibility through the following key initiatives: 

Ethical conduct starts at the top‭. ‬The Board of Directors and executive management lead by example‭, ‬demonstrating a strong commitment to ethical principles‭. ‬Their behavior and decision-making set the ethical tone across all levels of the Company‭. ‬

Zain has adopted a clear and comprehensive Code of Conduct applicable to the Board of Directors‭, ‬executive management‭, ‬employees‭, ‬suppliers‭, ‬and partners‭. ‬The Code defines the Company’s values‭, ‬expectations‭, ‬and ethical principles‭, ‬ensuring alignment among all stakeholders‭. ‬

Board members are also subject to a separate Code of Conduct introduced during the induction of new directors to reinforce ethical responsibilities from the outset‭. ‬In addition‭, ‬Zain has developed a Supplier Code of Conduct to promote ethical practices across the supply chain‭. ‬Both codes are published on the Company’s website to ensure transparency and accessibility‭. ‬

Zain promotes ethical awareness through comprehensive training programs designed to educate employees and stakeholders on ethical decision-making‭, ‬compliance requirements‭, ‬and responsible business practices‭. ‬Awareness videos are available on the Company’s website‭, ‬while in-depth training programs are delivered through the Human Resources function in collaboration with external parties‭, ‬tailored to roles and seniority‭. ‬

For suppliers‭, ‬Zain provides training on human rights‭, ‬ethical labor practices‭, ‬and grievance mechanisms‭, ‬supported by participation monitoring and supplier self-assessment questionnaires to ensure responsible compliance across the supply chain‭. ‬

Adherence to ethical standards forms a core component of employee performance evaluations, with ethical behavior embedded in appraisal, recognition, and career development frameworks. 

To reinforce accountability and integrity, Zain has implemented secure and confidential reporting mechanisms that allow employees and stakeholders to report ethical violations, including workplace harassment, without fear of retaliation. These channels align with governance best practices. 

Zain reinforces ethical conduct through periodic disclosures and annual updates published on its website, highlighting progress in strengthening ethical governance. 

Ethical principles are embedded into the Company’s decision-making processes, encouraging employees at all levels to evaluate decisions from an ethical perspective to support responsible and sustainable business practices. 

Independent auditors are engaged to assess compliance with ethical standards and evaluate the effectiveness of internal controls, enhancing transparency and strengthening governance. 

The Code of Conduct is reviewed and updated regularly to reflect regulatory developments, industry best practices, and stakeholder expectations, demonstrating Zain’s commitment to ethical excellence. 

Clear and consistent disciplinary measures are applied in cases of Code of Conduct violations, ensuring fairness and reinforcing a culture of compliance and integrity. 

Through integrating ethics into its governance framework‭, ‬Zain affirms its commitment to integrity‭, ‬responsibility‭, ‬and long-term trust with all stakeholders‭. ‬

Zain conducts its business with integrity‭, ‬respect for the law‭, ‬sustainability‭, ‬and social and environmental responsibility‭. ‬The‭ ‬Company is firmly committed to the Universal Declaration of Human Rights‭, ‬the core conventions of the International Labour Organization‭, ‬and the OECD Guidelines for Multinational Enterprises‭. ‬This commitment is reflected in the Supplier Code of Conduct‭, ‬which applies to all local and international suppliers and is publicly available on the Company’s website‭. ‬

Zain Group and its subsidiaries comply with applicable laws‭, ‬regulations‭, ‬and decisions issued by relevant legislative and regulatory authorities‭. ‬The Company also aligns with international standards such as SASB and ISO/IEC 27001‭ ‬for information security‭ ‬management‭. ‬

Protecting personal identifiable information‭ (‬PII‭) ‬entrusted by customers‭, ‬employees‭, ‬suppliers‭, ‬stakeholders‭, ‬and partners is a‭ ‬critical priority‭. ‬Zain is committed to safeguarding privacy with transparency and security in compliance with applicable laws‭.‬‭ ‬

Data privacy management is embedded within the Group’s regulatory compliance and enterprise risk management framework‭, ‬supporting the implementation of Zain’s‭ ‬“4Sight”‭ ‬strategy‭. ‬The Data Protection and Privacy Policy outlines principles for data collection‭, ‬processing‭, ‬storage‭, ‬and disclosure‭. ‬Privacy notices are published and regularly updated on all Zain company websites‭. ‬The full policy is available on the Company’s website following Board approval‭. ‬

Zain is committed to respecting human rights as defined in the Universal Declaration of Human Rights‭, ‬the International Covenant‭ ‬on Civil and Political Rights‭, ‬and the ILO Declaration on Fundamental Principles and Rights at Work‭. ‬

The Company is guided by the UN Guiding Principles on Business and Human Rights‭, ‬the UN Convention on the Rights of Persons with‭ ‬Disabilities‭, ‬the UN Convention on the Rights of the Child‭, ‬the OECD Guidelines for Multinational Enterprises‭, ‬the UN Global Compact‭, ‬and the Global Network Initiative‭ (‬GNI‭) ‬principles‭. ‬

The Board has approved a Group-wide Human Rights Policy applicable to all Zain entities‭, ‬suppliers‭, ‬and business partners‭. ‬Implementation is monitored through internal processes overseen by Sustainability‭, ‬Risk‭, ‬Governance‭, ‬and Legal functions‭, ‬with transparent reporting to the Board and disclosure through the Group’s annual Sustainability Report‭. ‬

Zain’s governance framework includes a Conflict of Interest Policy that defines procedures for identifying‭, ‬disclosing‭, ‬and managing‭ ‬actual or potential conflicts between the personal interests of Board members‭, ‬executive management‭, ‬and employees‭, ‬and the interests of the Company‭. ‬The policy sets clear boundaries and standards for handling conflicts of interest‭, ‬and Board members and executive management are required to disclose any actual or potential conflict in accordance with the Company’s policy‭, ‬applicable laws‭, ‬regulations‭, ‬and international standards‭. ‬Members of the Board of Directors‭, ‬members of executive management‭, ‬and their relatives up to the second degree are prohibited from having any direct or indirect interest in contracts entered into by the Company‭, ‬unless prior approval is obtained from the Ordinary General Assembly‭, ‬with full disclosure of the nature of such interest and its relation to the contract‭, ‬in accordance with applicable laws and regulations‭, ‬in a manner that promotes transparency and prevents conflicts of interest‭.‬

Zain’s Conflict of Interest Policy includes clear examples of conflict situations and guidance on how to manage them‭. ‬Board members are required to disclose any personal interest in Company transactions or contracts‭, ‬and such disclosures are recorded in the minutes of meetings‭. ‬Members with an interest must abstain from voting on the related decision‭, ‬and the Chairman of the Board reports to the General Assembly on any transactions or contracts in which a Board member has a personal interest‭, ‬accompanied by a special report from the external auditor‭. ‬In accordance with the Executive Regulations of the Capital Markets Authority‭, ‬the Company appoints an independent expert‭, ‬such as an asset appraiser or investment advisor‭, ‬to provide a report to the General Assembly‭ ‬or the Board regarding any transaction between the Company and a related party‭, ‬or any arrangement under which both parties participate in a project‭, ‬asset‭, ‬or financing‭, ‬when the value of the transaction or arrangement equals 10%‭ ‬or more of the Company’s total assets‭. ‬This report is provided prior to approval of the transaction or arrangement‭. ‬This policy is based on the principle of establishing the Board’s responsibilities to protect stakeholder rights and achieve maximum returns for shareholders‭. ‬It emphasizes maintaining the confidentiality of transactions and information arising from Board meetings and Company operations‭. ‬The policy includes all necessary provisions to ensure disclosure of conflicts of interest and defines procedures for managing them by the member or the Board‭.‬

Zain has adopted a Sanctions Policy aligned with applicable sanctions laws and regulations across all jurisdictions in which it‭ ‬operates‭. ‬The policy outlines preventive measures‭, ‬restrictions‭, ‬reporting mechanisms‭, ‬and consequences of non-compliance‭, ‬supporting the Company’s commitment to lawful and responsible operations‭. ‬

The Board has approved an Anti-Corruption Policy based on a zero-tolerance approach to bribery and corruption‭. ‬Zain strictly prohibits offering‭, ‬giving‭, ‬receiving‭, ‬or soliciting bribes under any circumstances‭, ‬including dealings with public officials‭. ‬

The policy covers gifts‭, ‬third-party relationships‭, ‬charitable and political contributions‭, ‬record-keeping‭, ‬reporting mechanisms‭, ‬disciplinary actions‭, ‬conflicts of interest‭, ‬related-party transactions‭, ‬sanctions‭, ‬and anti-money laundering‭. ‬

Zain is committed to preventing money laundering and terrorist financing across all operations‭. ‬The Board-approved AML Policy ensures compliance with relevant laws and adopts a risk-based approach to prevent misuse of the Group’s assets and protect employees and stakeholders from inadvertent violations‭. ‬

Zain seeks to embed inclusion‭, ‬diversity‭, ‬and equity across its workforce‭, ‬starting with the Board of Directors‭. ‬Board composition reflects the Group’s scale‭, ‬geographic footprint‭, ‬and listed status‭. ‬Board appointments are based on objective professional criteria‭, ‬supported by‭ ‬a Board Diversity Policy‭. ‬

Zain is among the first telecom companies in the region to establish a dedicated DEI function‭, ‬overseeing programs on gender inclusion‭, ‬disability inclusion‭, ‬youth empowerment‭, ‬internal innovation‭, ‬and mental well-being‭. ‬

This policy safeguards shareholders’‭ ‬rights‭, ‬including voting‭, ‬access to information‭, ‬and participation in general assemblies‭, ‬in line with CMA requirements and international best practices‭. ‬

The policy ensures fair treatment of employees‭, ‬customers‭, ‬suppliers‭, ‬and communities‭, ‬reflecting ESG principles and supporting‭ ‬long-term trust‭. ‬

Regulates securities trading by insiders and prevents misuse of non-public material information‭, ‬ensuring market integrity‭. ‬

Ensures timely‭, ‬accurate‭, ‬and comprehensive disclosures to investors and regulators‭, ‬supporting informed decision-making‭.‬

Establishes controls for identifying‭, ‬reviewing‭, ‬and approving related-party transactions to prevent conflicts of interest‭. ‬

Defines the framework for managing environmental‭, ‬social‭, ‬and governance impacts and integrating sustainability into strategy‭. ‬

Promotes diversity of skills‭, ‬experience‭, ‬and perspectives on the Board to enhance decision-making and governance effectiveness‭.‬‭ ‬

Zain Group’s Subsidiary Governance Framework is designed to ensure consistent oversight‭, ‬alignment‭, ‬and accountability across all its subsidiaries‭. ‬The framework enables the Group to unify governance principles‭, ‬standards‭, ‬and policies while respecting the operational independence of each subsidiary‭. ‬It strengthens the relationship between the Group and its subsidiaries by establishing clear‭ ‬reporting lines‭, ‬regular performance monitoring‭, ‬and structured risk management practices‭. ‬Through this framework‭, ‬the Group promotes transparency‭, ‬operational efficiency‭, ‬and strategic alignment‭, ‬ensuring that all subsidiaries adhere to Zain’s corporate values‭, ‬ethical standards‭, ‬and long-term objectives‭. ‬The framework also facilitates knowledge sharing‭, ‬capacity building‭, ‬and best-practice implementation‭, ‬enhancing overall governance maturity and contributing to sustainable value creation for‭ ‬stakeholders across all markets in which Zain operates‭. ‬