Code of Conduct

Business Mission/Strategy
The overall purpose of Lintel Investments and Management Services is to enhance the long-term interests of its stakeholders: the stockholders as owners of the business and the customers as recipients of products and services delivered through continuous upgrading to match its mission which is stated as follows:
Lintel’s aim is to remain the pre-eminent retailer, in the product range of perfumery, cosmetics, toiletries and gold & silver jewelry. To maintain this position in the market by providing quality products, in a customer friendly environment with high service levels. In achieving this to promote and market the brands of the suppliers in a professional and efficient manner, ensuring their products become a household name in the Maldives. Lintel’s goal in the wholesale arena is to provide effective distribution to ensure that the key brands become the leading wholesale items in their categories, thereby increasing Lintel’s turnover.
Our aim is to focus Lintel Investments and Management Services on financing, management and delivery of goods and services to the marketplace. We intend to be increasingly responsive to customers and their changing needs.

With the preceding in mind, our business mission may be summarized as follows:
• Pursue strategies in which Lintel can be the leader in the delivery of goods and services with at least 80 percent (or a majority) share of the Maldivian market.
• Build and maintain an efficient and productive work environment where Lintel’s team spirit, common service objective and commitment to customers are in congruence with high levels of personal satisfaction.
• Achieve growth and above-average returns to stockholders — resulting from both management of ongoing business and a studied awareness and development of new opportunities.

Business Code of Ethics
Lintel believes that honesty is preserved in the roots of the hearts of people and improved through learning from the Quran and Sunna. As such Lintel places its integrity over and above all other virtues and is represented by its directors and employees. The deeds of its directors and employees are the deeds of its enterprise. As such any director or employee shall not entertain any dishonest or illegal event to protect the enterprise.
Lintel believes that its most valuable asset is a reputation for integrity. As such if that becomes tarnished, customers, investors, suppliers, employees and those who enter into partnerships will seek affiliation with other more attractive companies. In every business venture we intend to hold to a single high standard of integrity. We will keep our word. We won’t promise more than we can reasonably expect to deliver; nor will we make commitments we don’t intend to keep.
In our advertising and other public communications, we will avoid not only untruths, but also exaggeration and overstatements. We will also not be economical with the truth when queried by our customers, investors, suppliers, employees, government officials, public media personnel and those who enter into partnerships with us.

We seek long-lasting relationships — based on integrity — with all whose activities that touch upon our own.
Lintel directors or employees shall not engage in activities that produce, or reasonably appear to produce, conflict between personal interests of an employee and the interests of the company.

Involvement of People
Our business experience shows that employees want to work, to contribute, to be a factor in improving things. Few people really wish to leave the job feeling they haven’t made a contribution, or been challenged in some way.

If business errs, we believe it’s often by not fully utilizing the human energies, skills and loyalties that are available from its own employees.
Toward that end, we’ll involve employees in improving their own work methods and results, and those of the enterprise as a whole. Participative styles and teamwork will be the cornerstone of our management philosophy. We’ll manage and reward in such a fashion that they will come to identify in a personal way with the company’s economic health. The better the company, the better the rewards.

We encourage an entrepreneurial spirit among employees and a feeling of personal accountability for results.

Human Relationships
We aspire to a high standard of excellence in human relationships. Specifically, we intend:
To select and place employees on the basis of qualifications for the work to be performed — without discrimination whatsoever, and to establish transparent merit based selection criterion.

To place people in jobs, which are truly productive and necessary for achievement of, approved objectives.
To show each employee the purpose of the job and work unit and require work be done well.
To ask that people give their best efforts, including their ideas and suggestions for innovation and continuous improvement.
To maintain uniform, high standards of work and offer people opportunities to make the best use of their abilities.
To encourage self-development and assist employees in mastering their current jobs and improving their job skills and to provide each and every employee a pro-active human development path.
To protect people’s health and lives. This includes maintaining a clean work environment as free as practicable from health and safety hazards.
To provide employees with timely information concerning company mission, vision, operations and results, as well as other work-related matters in which they logically have an interest.
To compensate people fairly, according to their contributions to the company within the framework of national and local practices.
To develop human relationships that inspires respect for, and confidence and trust in, the company.
Where employees have elected in favor of some form of representation, Lintel will endeavor to accommodate a mutually beneficial relationship.
To seek to provide stable, secure employment consistent with the long-term success of Lintel.
To refrain from hiring persons closely related to members of the Board of directors, administrative officers and employees. When employees’ relatives are hired, this must be solely the result of their qualifications and merit for the job to be filled. Nepotism — or the appearance of nepotism — is neither fair to employees, nor in the long-term interests of Lintel’s business.
To make decisions at the lowest level in the organization at which they can be competently resolved.
To develop a climate that encourages good people to want to work for — and build careers with — Lintel.
To give special effort to work directly with each other in a helpful, friendly way avoiding bureaucracy and hazards common to such bureaucracies.

Privacy of Information
Lintel will treat information from employees and customers with utmost confidentiality and not reveal any individually identifiable information other than is necessary for business purposes and compliance with the law. Access to company collected information shall be limited to those who have a legitimate and pertinent business needs. Lintel’s database on employees or customers will be available on request of the particular employee or customer, except for special sensitive files such as certain medical, corporate career planning and litigation.

Board Stewardship
Lintel’s Board of Directors is elected to represent the stockholders — the owners of the enterprise. It is each director’s responsibility, in all decisions he or she is called upon to make concerning the company’s affairs, to conscientiously weigh the interests of stockholders in light of circumstances and effects of such decisions on stockholder’s interests.

Directors must act in good faith in the interests of the company, exercise their powers for the purpose for which they have been conferred and not place themselves in a position in which there is a conflict between their duties to the company and their personal interests.

Lintel shall not, whether directly or indirectly, make a loan, or give a guarantee or provide security for a loan to a director of the company, a spouse of such director, or a relative of such a director or spouse, or a corporation where a director or two or more directors together have a direct or indirect beneficial interest in shares in the corporation, the nominal value of which is not less than 10 per cent of the nominal value of the issued share capital of the corporation.
Board deliberations should be highly reflective of the public interest. Lintel believes that is a basic, inseparable part of stewardship to stockholders — and of the goal of maximizing the long-term value of the enterprise for stockholders.

Reports of the Board deliberations will be made available to the public after 3 years from the date of the meeting and in its unedited entirety.

Corporate Facilities
Lintel prefers to locate facilities wherever it is most economically advantageous to do so, from a long-term perspective.
Decisions as to location of facilities will, of course, consider such conventional factors as proximity to sources of supply, transportation and sales opportunities; possibilities for achieving economies of scale; and availability of essential infrastructure and a trained or trainable workforce.

Protection of the Environment
As Lintel believes that the earth is all a mosque and requires individual and corporate dedication to make it a clean and safe environment in which to live and work, Lintel is committed to safeguarding the environment wherever it conducts business. We will establish, maintain and follow environmentally responsible policies and practices; comply with applicable laws and regulations in both “letter and spirit;” and respond openly and promptly to responsible inquiries about environmental issues as they relate to Lintel and its products and services.
More specifically, we will:
• Promote recycling and use of recycled materials in our operations.
• Encourage proper application of Lintel products and services to safeguard the environment.
• Promote environmental awareness among employees, dealers, suppliers, customers and the general public.

Continuous Improvement
Lintel is dedicated to the continuous improvement of its products and services, whether they be for external or internal customers.
Timeliness, accuracy and cost shall be among the principal measurements for the quality of services, with the top performance indicator being an excellence rating by the customer.
For our products, we aim at a level or quality that offers superiority for a broad range of applications.
We define product quality as the combination of product characteristics and product support that provides optimum satisfaction to customers. Product quality shall be consistently monitored. Our policy is to offer continuing product improvements — and better values — in response to needs of customers and requirements of the marketplace.

Competitive Conduct
Fair competition is fundamental to the free enterprise system. We will actively support laws Prohibiting restraints of trade, unfair practices or abuse of economic power.
In relationships with competitors, dealers, other local representatives, suppliers and customers, Lintel employees are directed to avoid arrangements restricting our ability to compete with others — or the ability of any other business organization to compete freely and fairly with us, and with others.
There must be no arrangements or understandings with competitors affecting prices, terms upon which products are sold, or the numbers or type of products sold — or which might be construed as dividing customers or sales territories with a competitor.
In the course of our business, we may sell products or services to companies that are also competitors. Related information from such customers will be treated with the same care we would expect Lintel data to be accorded, in a similar situation.

Relationship with Suppliers
Lintel’s supplier relationships are a vital, highly valued aspect of our operations. These relationships are based on cooperation and mutual commitments to deal fairly and reasonably. We aim at the creation and maintenance of long lasting supplier relationships.
Selection of suppliers and purchase of materials and services are determined by evaluations of quality, price, delivery capability, and service, maintenance of adequate supply sources, technical competence and integrity. Lintel values integrity above all else.

Financial Reporting and Accounting Records
Lintel believes that Investors, creditors and other persons having a legitimate interest in the company have a right to material information that is timely and accurate.

To ensure reliability, Lintel’s financial reporting is directed toward factual representations, objectivity and consistency. This means that the measurements, descriptions and explanations employed shall not reflect a bias towards a predetermined result.

The integrity of Lintel financial reporting and accounting records is based on validity, accuracy and completeness of basic information supporting entries to the company’s books of account. Every accounting or financial entry should reflect exactly that which is described by the supporting information. All employees involved in creating, processing or recording such information are held responsible for its integrity.

There shall be no concealment of information from (or by) management, or from the company’s independent auditors.
Profit center financial reports are based on the specific accountabilities assigned to each by the Executive Office and are reconciled to the company’s external reports. These statements provide focused information to help run the business, assess managerial performance and determine incentive compensation. The same standards of integrity that apply to the external financial reporting also apply to the financial statements that are used as internal management tools.
Employees, who become aware of possible omission, falsification or inaccuracy of accounting and financial entries, or basic data supporting such entries, are held responsible for reporting such information. These reports are to be made as specified by corporate procedure.

Intercompany Pricing
Prices between Lintel companies — and between Lintel and affiliated companies — are established at level equivalent to those which would prevail in “arm’s length” transactions, under similar circumstances between unrelated parties. Lintel’s intercompany pricing policy aims to provide a fair valuation of goods and services transferred.

Currency Transactions
Lintel transactions require several of the world’s currencies and to exchange currencies on the basis of their relative values. Our policy is to conduct currency transactions only to the extent necessary to operate the business and protect the company’s interests. We buy and sell currencies in amounts enough to cover requirements for the business, and to protect our financial and competitive positions in those currencies whose relative values may change in foreign exchange markets. Lintel shall not buy unneeded currencies for the purpose of holding them for speculative resale.

Public Responsibility
We believe there are three basic categories of possible social impact by business:
First is the straightforward pursuit of daily business affairs. This involves the convention (but often misunderstood) dynamics of private enterprise: developing desired goods and services, providing jobs and training, dealing with suppliers, attracting customers and investors, earning a profit and paying taxes.
The second category has to do with conducting business affairs in a way that is socially responsible. It isn’t enough to successfully offer useful products and services. A business should, for example, employ and promote people fairly, see to their job safety and the safety of its products, conserve energy and other valuable resources and help protect the quality of the environment.
The third category relates to initiative beyond our operations, such as helping solve community problems. To the extent our resources permit, we will participate selectively in such matters. Each corporate facility is an integral part of the community in which it operates. Like an individual, it benefits from character building, health, welfare, and educational and cultural activities. And like an individual, it also has a citizen’s responsibility to support such activities.
Just as Lintel supports notions of individual participation, it may, to the extent legally permissible, support committees aimed at encouraging political contributions by individuals. The company itself will not normally make political contributions, in any kind, even if it is legally permissible and common practice.

Where its experience can be helpful, Lintel will offer recommendations to government concerning legislature and regulation governing issues of business and public interactions. Further, we’ll selectively analyze and take public positions on issues that affect the company, when our experience can add to the understanding of such issues.
Overall, it’s our intention that Lintel’s business activities make good social sense — and that Lintel’s social activities make good business sense.

Observance of Local Laws
A basic requirement of any business enterprise is that it knows and obeys the law. Those who govern rightfully require this, and it is well understood by business managers.

We are guided by the belief that the law is not an end but a means to an end — the end presumably being order, justice, and not infrequently, strengthening of the government unit involved. If it is to achieve these ends in changing times and circumstances, the law must be clear and uniformly applied, and cannot be insusceptible to change or free of criticism. The law can benefit from both.

Therefore, in a developing world where Laws are constantly evolving, Lintel’s intentions fall in two parts (1) to obey the law; and (2) to offer, where appropriate, constructive ideas for changing the law.

Relations with Public Officials
In dealing with public officials, as with private business associates, Lintel will utilize only ethical commercial practices. We won’t seek to influence sales of our products and services (or other events impacting on the company) by payments of bribes, kickbacks or other questionable inducements.
Lintel employees will take care to avoid involving the company in any such activities engaged in by others. We won’t advise or assist any purchaser of Lintel products or services, including dealers, in making or arranging such payments.

We will also actively discourage our dealers from engaging in such practices.
Company employees are required to make good faith efforts to avoid payment or gratuities or providing “tea” to certain public officials, even where such practices are customary to expedite or secure performance of routine governmental actions. Where these payments are as a practical matter unavoidable, they must be limited to customary and insignificant amounts.

Disclosure of Information
In a free society, institutions flourish and businesses prosper not only by customer acceptance of their products and services, but also by public acceptance of their conduct.

Therefore, as appropriate, the company will:
Respond to public enquiries — including those from the press and from government — with answers that are prompt, courteous and as informative as possible.
Keep investors, securities trading markets, employees and the general public informed about Lintel on a timely basis.

Insider Information
Inside information may be defined as information about a company not known to the investing public. Such information may have value — for example, certain financial data, technical
Materials and future plans. Those with access to such information are expected to treat it confidentially, and in a fashion which avoids harm to Lintel.
Inside information may or may not be “material.” Information is “material” if there is substantial likelihood that a reasonable investor would consider it important in making an investment decision about Lintel or any entity to which such information relates.
Those who have “material” inside information are expected to refrain from using it for personal gain or furnishing it to others. They will be required by Lintel to refrain from personal trading in Lintel stock until the information has become public — or until it clearly is no longer “material.”
The preceding pertains to:
All employees, of which the Directors are considered part of, and their families; and
Any consultants or other persons who, by reason of their affiliation with Lintel, possess such information
While Lintel may hire individuals who have knowledge and experience in various technical areas, we don’t wish to employ such persons as a means of gaining access to trade secrets and other sensitive information of others. New employees are asked not to divulge such information. Similarly, Lintel requires that its employees avoid unauthorized disclosure of company, customer and supplier trade secrets and other sensitive information — either during their employment or thereafter.
The concept of “insider information” extends outside the company. Beyond other conflict or interest rules that may apply, a Lintel employee having access to inside information about a supplier, customer or competitor shouldn’t trade in such company’s stock.

Reporting Code Compliance
Before the close of every third financial year, the company’s General Counsel will prepare an appropriate listing of senior company managers who are asked to report on compliance. Those on the list will be required to complete a memorandum, by the year-end: (1) affirming knowledge and understanding of this Code; and (2) reporting events or an activity that might cause an impartial observer to conclude that the Code hasn’t been followed. These reports should be sent directly to the General Counsel. Reports will be treated in confidence. The General Counsel shall, based on these reports, prepare a statement for public information.