Significant Policies & Practices

Tri–Pack Films Limited

Confidential – Restricted Access

This document and the confidential information contained in it shall be distributed, routed or made available
solely to authorized persons having a need to know within Tri – Pack Films Limited except with written
permission of the Company.
©
Copyright 2013 Tri – Pack Films Limited
All Rights Reserved
 Significant Policies & Practices

GENERAL INFORMATION

Document Name Significant Policies & Practices

Documentation
CEO
Owner
Approved By BOD
Date

DOCUMENT REVISION H ISTORY

Revision Name Comments Version
Date

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 Significant Policies & Practices
TABLE OF CONTENTS

S. No Particulars Page No.

1. Introduction 5

2. Code of Conduct 6

3. Corporate Governance Policy 9

4. Health, Safety, Environment and Quality Control policy 10

5. Internal Control Policy 12

6. Risk Management Policy 14

7. Compliance Policy 16

8. Human Resource Policy 17

9. Procurement Policy 19

10. Property Plant and Equipment Policy 21

11. Corporate Social Responsibility and Donation policy 24

12. Delegation of Financial Powers 25

13. Related Party Policy 26

14. Investor Relation Policy 28

15. Budgetary Control Policy 30

16. Whistle Blowing / Speak up Policy 31

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S. No Particulars Page No.

17. Anti-bribery Policy 33

18. Competition Policy 34

19. Crisis Management Policy 35

20. Information Technology Policy 36

21. Insider Trading Policy 37

22. Confirmation 39

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1. Introduction

A Scope and objective of this document

This document has been set out to bring clarity and uniformity of understanding across the
organization as to the underlying principles governing our business, operations and conduct. These
basic principles and core policies defines the charter and the frame work within which to endeavour
for the strategic objectives and promote a culture based on trust, openness and result oriented.

It is the responsibility of the Board of Directors and each Head of Department to ensure that our
policies are communicated to and observed by employees.

B Distribution

Distribution of this document whether in the form of a hard or an electronic copy is the responsibility
of the Head of Departments. Post initial distribution, training sessions are to be held to develop clear
understanding on these policies across the organization.

The contents of this document is confidential and should not be copied (physically or electronically)
or distributed outside the Company either in whole or in part without prior written approval of the
Head of Departments.

C Updates to this policy

All updates to the final version of this Document shall be documented in Document Revision
History. The amendments made shall be submitted to the Board of Directors for approval.

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2. Code of Conduct
The primary purpose of this document is to forward a unified code as a guidance and standard for
the conduct of the Company, its employees and shareholders, in accordance with accepted best
practices and directives.

This code sets out the way we do business and conduct ourselves; its compliance is mandatory
across the organization. Any loss to the Company reputational, financial or otherwise due to non-
compliance may trigger disciplinary action, up to and including termination of employment.

All employees are required to sign a compliance certification an annual basis. If you have any
questions regarding code, please consult your Supervisor or Supervisor’s Manager in the event of
need. Following are the key elements of the Code of Conduct:

1. Promote fair business practices:

Understand and comply with applicable laws and regulations, relevant staff shall be trained
periodically on all applicable laws, particularly competition law. Participation in actions for
restraint of trade, fixing of prices, volume etc. or any form of activities restraining competition
is strictly prohibited.
No conduct should give indication of unfair play or impairment of rights relating to counter
parties.
2. Avoid conflict of interest with the Company and private business:

Employee should maintain a clear distinction between corporate and private matters and
affairs. Use of Company’s tangible or intangible assets and resources outside Company’s
policy for personal gain and benefits is prohibited unless as per the terms of employment.
Do not work with another organization or business while in Company’s employment.
Do not conduct personal activities in the work place and return all the Company’s assets on
termination of service.
3. Respect for human rights, dignity and equal opportunity:

Understand and recognize human rights & dignity and its sensitivities. Respect individual’s
customs, cultures and beliefs. Child labour, forced labour, harassment and abuse, explicitly
or implicitly is strictly prohibited and condemned. No discrimination on the basis of gender,
cast, religion or on any basis except merit and requirement of job, providing equal
opportunity to all the segments of society.

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4. Proprietary and Confidential information:
As a matter of principle information is to be shared on a need to know basis only. Sensitive
information including trade secrets, confidential and proprietary rights shall be protected and
properly used for the benefit of the Company only, whether before or after the end of
employment.
Do not make public statement or announcement on behalf of Company. This is a prerogative
of Board to be exercised by the designated staff.
Do not infringe intellectual property rights belonging to others.
Disclosure of non-public information to outside parties is strictly forbidden. Use of an inside
information for personal gain and profits is strictly prohibited through insider trading or
otherwise.
5. Open Communication:

In order to foster openness, integrity and reliability, two way communication between
employees and supervisor is encouraged in all aspects of work environment. When
immediate Supervisor is less responsive, with Supervisor’s Manager.
6. Place and Work environment:

Promote sustainable use of resource; maintain safe, secure and healthy working conditions.
The Company realizes the importance of work life balance and should endeavour to
maintain and assist its employees to balance their work with other priorities of life and family
commitments.
7. Legal and ethical standards:

Never violate or evade law. Ensure compliance with all the applicable laws and rules. Report
to your line Manager or their Supervisor in case of any unlawful activities or breach of law
committed within the Company.
Bribery in any form or shape is strictly prohibited.
It is prohibited to:
► Provide gifts and economic benefits to public officials or others in similar position;
► Pay fees to agent or consultant when it is known, that part of fee will be used to
wrongfully gain influence with public officials; and,
► Provide gifts, entertainment or any other benefit to customers, employees etc. in
excess of accepted social and business norms.
8. Participation in politics:

Individuals are free to participate in politics in their personal life but that should not in any
manner be reflected in their official and Company’s activities.
Political donations of all kinds and shape are prohibited.
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9. Irregular conduct fraud and deception:

Employee detecting and suspecting any incident of irregular conduct, fraud, deception or
violation of code is encouraged to bring it to the notice of their Supervisor, if such Supervisor
is not responsive to the next level of Management. This may also be communicated
anonymously.
Supervisors are mandatorily required to report such matter, when it comes to their
knowledge, to Company Secretary and Internal Auditor and if the matter pertains to the
Company Secretary or Internal Auditor to Managing Director.

10. Violation of code

On report of any misconduct, Employees are expected to cooperate with the Company’s
initiated enquiry to establish the relevant facts and take appropriate action.
Supervisors receiving such information are required to maintain the name of reporting
person confidential unless explicitly allowed to share the name or if it is disadvantageous for
the reporting person.
Reporting person should be treated properly and any improper treatment should be notified
to the Company Secretary immediately for remedial action.

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3. Corporate Governance Policy

A Purpose

The purpose of this policy is to provide guidance on the administration of the Company’s affairs and
governance structure.

B Policy

The system of corporate governance shall be designed to ensure:

► That the important decisions shall be made in conformity with the law, memorandum and
articles of association, business activities shall be conducted in accordance with those
decisions and decision making and conduct of business activities shall be subject to proper
oversight;
► Sound, transparent and efficient corporate Management. The Company shall make decisions
and conduct business activities as appropriate in light of the Company’s size, industry sector
and relevant laws and regulation;
► An independent supervision and auditing of business activities for proper oversight;
► Proper auditing of accounts to establish reliability of corporate accounts and financial
statements;
► That the Managing Director shall while considering the overall interest of stakeholders, strive to
maximize corporate value in conformity with the law, internal corporate rules, memorandum and
articles of association of the Company;
► That the Managing Director shall following consultative process define the Company’s mission
and vision statement and shall strive to achieve Management goals by providing leadership to
officers and employees; and,
► That the Managing Director shall be aware of the risks and problems facing the Company and,
to guard against them, put in place a system for proper conduct of operations.

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4. Health, Safety, Security, Environment and Quality Policy (HSSEQ)

A Purpose

This policy is to set out guidelines to ensure that operations of the Company are conducted safely;
the health of its employees, customers and the public protected; environmental performance meets
regulatory requirements; operations are run in a manner acceptable to the local communities,
employees, capital, information and other assets are protected from deliberate harm, damage or
loss.

B Policy:

The Company shall pro-actively assess and improve its processes and practices, identifying areas
of reduction in energy consumption, waste and emissions by installing latest and cost effective
environment friendly equipment and shall:

► Comply with relevant laws and regulations and take any additional measures considered
necessary;
► Communicate to all stakeholders about occupational health & safety, environmental & quality
policy and performance standards. Moreover, promote and adopt environmental sustainability
initiatives and avoid or minimize any adverse environmental impacts from its activities;
► Ensure that all activities are conducted in a manner consistent with the Company Safety,
Security, Health and Environmental standards;
► Provide and maintain a healthy, safe and secure working environment for all its Customers,
Employees, Suppliers and any other entity who may be affected by its activities and the
community at large to prevent accidents and work related illness and to keep and assist
employees in ensuring that their own security and that of premises;
► Provide appropriate Safety, Security, Health and Environmental training and information to all
employees and contractors and others who work with us, handle our products, or operate our
technologies and ensure competency of employees through requisite trainings;
► Inculcate the concept of Behaviour Based Safety and ownership in staff that enable them to
contribute to every aspect of Safety, Security, Health and Environmental protection;
► Encourage, through positive interaction within the industry, the worldwide development and
implementation of the principles of the Chemical Industries “Responsible Care” initiative;
► Establish, implement, and review objectives & targets in HSSEQ System and measure progress
to ensure continuous improvement in the system;

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► Use raw materials efficiently, manage waste effectively and economically to conserve
resources. In addition, seek to develop new or modified product which assist in conserving the
environment and lead to sustainable development;
► Satisfy Customer through product of best quality, developments, modern technologies and by
acquiring knowledge and skills. Ensure that any new plant, equipment and processes installed
will minimize hazards and impact to the environment;
► Encourage employees to participate in plantation activities; and,
► Regularly monitor the application of this HSSEQ Policy.

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5. Internal Control Policy

A Purpose

The purpose of internal control policy is to ensure conduct of business in smooth, orderly and
efficient manner to:
► Protect and safeguard the Company’s assets;
► Prevent and detect fraud and error;
► Ensure the completeness and accuracy of the financial records; and,
► Comply with Management policies.

B Policy

The Board of Directors through the Senior Management is responsible to ensure the adequacy of
the system of internal control covering both business and financial aspects.

The internal control and compliance system are to be monitored through well documented Standard
Operating Procedures (SOPs) and combination of audit reviews and periodic performance
monitoring. The results of these processes are to be communicated to the Board of Directors
through its Audit Committee which has ultimate responsibility for the effectiveness of internal
control.

While developing controls, the extent and cost of control procedures is to be assessed with a view
to reduce risk to an acceptable level.

The following features of internal control are considered to be essential and should be implemented
in the operations conducted by the Management:

► Compliance with applicable financial laws, regulations and code of governance / code of ethics
for employees;

► Formal delegation of authority with proper regard to segregation of duties for incompatible
functions so that no person is in charge of all aspects of a transaction. Segregation of duties
involves assigning responsibilities for authorising transaction, recording transactions and
maintaining custody of assets;

► An adequate accounting structure at each operating unit including financial, budgetary and cost
accounting techniques, chart of accounts, flow diagram etc.;

► Procedures for procurement, ordering, receiving and authorisation of transactions;

► Procedures for capturing, recording, classifying, verifying and reconciling transactions in the
accounting systems. Accounting controls shall be designed to achieve following objectives:

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► Validation – the examination of documentation for evidence that a recorded transaction
actually took place in accordance with prescribed procedures;

► Accuracy – controls to check the accuracy of amounts and accounts classifications;

► Completeness – the objectives of completeness control is to ensure that all transactions

are initially recorded on a control document and accepted for processing only once. This is
achieved by either sequentially numbering all documents or by preparing control totals for
comparison before and after processing;

► Maintenance – the objective of maintenance controls is to monitor accounting records after

the entry of transaction to ensure that they continue to reflect accurately the operations of
the business. The controls system should provide systematic response to errors when they
occur, to changed conditions and to new type of transactions; and,

► Physical security – it is important that all assets and accounting records are limited to
authorised personnel through the use of physical controls.

► Transactions shall be recorded in detail, accurately and on timely basis;

► Review of the Company systems and controls shall be carried out by an extensive program of
audits by internal auditors and external auditors, where applicable.

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6. Risk Management Policy

A Purpose

The purpose of the policy is to define and identify risks which may compromise the achievement of
business objectives and to implement controls against such risks.

B Policy

► To assess and manage credit risk, credit shall be extended with adequate and reasonable
conditions pursuant to a detailed review of credit history of the customer. As necessary, risks
should be hedged by securing collateral or obtaining guarantees or other credit support
instruments as far possible and allowed by practice. If credit status of a customer is materially
deteriorating, or is likely to deteriorate, necessary measures shall be taken to reduce the trade
volume and recover any money owed. If a customer falls into bankruptcy, countermeasures
shall immediately be developed and necessary actions shall be taken to recover any money
owed. Furthermore, an appropriate Management system shall be developed by establishing
internal corporate rules on decision making for any contingency, such as a request for an
extension on payment due to deterioration in credit status, or occurrence of bad debt due to
bankruptcy of customer, all credit limits in terms of value and period to be approved by
designated employee identified by the Managing Director;

► To assess and manage market risk, the volatility and liquidity of each commodity shall be
cautiously considered. Assessment and monitoring shall be conducted to anticipate losses,
decision making shall be conducted in accordance with internal corporate rules and necessary
corporate measures shall be taken;

► To assess and manage investment risk, the significance and purpose of investments shall be
clarified and business plan shall be drawn up after analysing the risk and returns; decision
making shall then be conducted in accordance with internal corporate rules. The performance
of investee companies, their business activities and returns, and the amount of capital
investment in them shall be regularly managed and evaluated every year, and business plans
for the new fiscal year and midterm business plans shall be drawn up. Decision to invest further
or divestment shall then be conducted in accordance with decision of BOD;

► To assess and manage business risk, business objectives shall be clearly and explicitly
identified. The risks to the achievement of objective shall be identified and the likelihood of their
occurrence shall be considered and appropriate risk containment strategies and procedures
shall be established;

► To assess and manage Operational Risk, following policy shall be followed:

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► The Risk and Control Evaluation Matrix (RCEM) and Segregation of Duties Matrix
(SODM) shall be formulated to capture the risks in Company’s business. The individual
departments within Company shall be responsible for assessing the risks and mitigating
controls are in place within the processes;
► The departments shall own their own operational risks and the Head of Department /
Managing Director shall have ultimate responsibility for ensuring operational risk is
appropriately managed;

► The risks identified shall be ranked in terms of significance and in terms of potential
exposures to those risks. Operational risk shall be measured through assessing the
likelihood and impact of the risk before controls (inherent risk) and after controls (residual
risk). The significance shall be determined by an analysis of the probability of occurrence
and impact (financial and non-financial) of each risk. Cost effective control measures shall
be implemented to reduce the risk to an acceptable level;

► The Operational Risk Management process shall be embedded across the Company and
as such a culture / environment shall be produced where employees recognise and
assume responsibility for managing operational risk;
► Relevant regulatory requirements, laws and codes of conduct shall be observed and
implemented as appropriate; and,
► To ensure that appropriate controls are in place and being adhered to, the Head of
Departments / Managing Director shall review the Risk and Control Evaluation Matrix on a
yearly basis. Where controls are not sufficient, the Head of Departments shall work with
the department to develop and deliver upon an action plan to ensure the department is
actively managing its own risks.

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7. Compliance Policy

A Purpose

The purpose of this policy is to promote and implement a compliance mechanism throughout the
Company. “Compliance” means:

► Compliance with laws, rules, regulations, international standards and internal regulations, and
► Conduct that takes into account generally accepted standards for the conduct of business.

B Policy

► The financial statements shall be prepared in accordance with approved accounting standards
as applicable in Pakistan. Approved accounting standards comprise of such International
Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board
as are notified under the Companies Ordinance, 1984, provisions of and directives issued
under the Companies Ordinance, 1984. In case requirements differ, the provisions or directives
of the Companies Ordinance, 1984 shall prevail;
► All officers and employees shall give first priority to compliance when engaged in work for which
they are responsible;
► Based on “Code of Conduct” and this policy, appropriate compliance systems and structures
shall be established and implemented tailored to the Company’s industry sector and the nature
of its business. Procedures shall be established on matters necessary to properly achieving the
implementation of the Compliance, and the officers and employees shall be thoroughly
familiarized with them; and,
► Risk of compliance violations shall be minimized by establishing reporting and consultation
channels, and promoting awareness among officers and employees through education, training
and other means. If a compliance violation occurs, it should immediately be investigated and
measures to prevent recurrence ensured through the Compliance Officer or Managing Director.

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8. Human Resource Policy

A Purpose

The purpose of this policy is to provide guidance pertaining to human resource administration by
facilitating the development of a sound employment and working environment and strengthening the
human resource of the Company.

B Policy

Personnel shall be hired by the best means available on the basis of a recruitment policy (setting
out the number of people to be recruited, the type of people required, etc.) and in accordance with
the laws and practices of the country and the conditions of labour market, without distinction of
gender, race or any other factor unrelated to the candidate’s ability to perform the job.

Appointment, retirement and termination of the Managing Director, Chief Financial Officer, Company
Secretary, and Internal Auditor shall be approved by Board of Directors and through its
Remuneration Committee shall fix the remuneration of the Managing Director and his direct
reportees.

It is the responsibility of the Managing Director to ensure that Tri-Pack is properly resourced and is
capable of sustaining existing operations and meeting strategic business needs. He shall do so by:

► Identifying and developing talent pool;

► Succession planning for all key senior positions, in particular, his direct reportees; and,
► Maintaining, development, careers and succession planning and remuneration in consultation
with his executive team in line with better market practices and facilitated by the Head of Human
Resource.

Human Resource Values

Employees are the most valuable asset and a source of competitive advantage for Tri-Pack.
Policies and procedures have been formulated to retain professionally competent and motivated
employees. Tri-pack believes in respect for individuals, equal opportunities and advancement based
on merit, effective communications and the development of a business culture and organization
which values and encourages continuous improvement at all levels. Tri-pack gives particular
importance to:

► Providing safe, secure and healthy working environment;

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► Ensuring that employees are not discriminated on any grounds other than effective job
performance;

► Employee evaluation based on their performance and rewarded accordingly;

► Ensuring that employees are properly equipped and trained to deliver better performance;

► Effective and open communication so that employees may display initiative and innovation in
their work;

► Promoting environment free from any fear to exploit the best potential;

► Encouraging curiosity to ask questions;

► Proper segregation of function and duties to avoid concentration of information, power and
authority;

► Ensuring gender diversity;

► Sharing of information on need to know basis; and,

► Ensuring that entitlement and benefits as far possible should be clearly specified to avoid
element of discretion.

In order to achieve the above mentioned values, good practices are to be adopted in the following
areas:
► Employees recruitment and orientation;
► Assessment of training and development needs;
► Performance management review;
► Succession planning;
► Job profile / description;
► Recognition and reward;
► Long term benefits;
► Code of Conduct; and,
► Performance based culture.

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9. Procurement Policy

A Purpose

The policy is to set out guidelines governing the procurement functions. The procurement function
should endeavour to provide quality services at the best available/negotiated rates without
compromising on the standards set by the Company.

B Policy

► All procurement shall be made through a centralized procurement department. It shall be

ensured that procurements are adequately controlled in terms of preventing unauthorized
access, protecting critical data from unauthorized changes, and ensuring the completeness
across all areas;

► An overall control objective for staff involved in the procurement cycle is to avoid them having
a conflict of interest, being exposed to opportunity to take personal benefit or to pressure to
disadvantage the Company. There should be processes whereby potential conflicts of interest
have to be declared, duties such as ordering and paying are segregated, and higher value
terms require increasing levels or authorization. Where optimum segregation is not possible
Management should ensure that adequate controls and monitoring exists to prevent / detect
malpractice;

► Financial Remits for all relevant Management staff shall prepared in line with the policy
statements and purchases to be made according to remits;

► Procurement covered under the policy may include but is not limited to the following broad
categories of goods and services:

► Procurement of goods - Raw and packaging materials and property, plant and equipment
etc.;
► Annual Contracts - Rented warehouse, transportation, repair and maintenance of plant and
machinery, IT related Service Level Agreements etc.;
► Marketing Activities - Print and social media, brandings, consumer / retailer promotions etc.
and,
► General Services - Printing of office stationary, IT hardware, vehicle maintenance etc.

All procurement shall be made in line with Procurement budget approved by the Board;

► Suppliers shall be evaluated and selected based on criteria of product quality, reliability,
economic viability and technological and technical capabilities;

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► All procurement shall be made through purchase order/ service order routed through the
system except for items purchased through petty cash;

► Generally three competitive bids shall be obtained from the pre-approved suppliers or open
market for services (where possible). Price comparative statement shall be prepared against
competitive bids obtained from different suppliers;

► All significant deals for procurement of goods and services shall be in the form of written
contracts;

► All procurement activities of the Company shall be carried out within applicable regulatory
framework; and,

► Any proprietary or confidential information such as pricing, specifications, conditions, etc.,

shall be kept secured.

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10. Property, Plant and Equipment Policy

A Purpose:

The purpose of this policy is to set out guidelines governing the capitalization, valuation,
depreciation/ amortization, CWIP, disposal / derecognition and physical controls of property,
plant and equipment.

B Policy:

► Company shall ensure that:

► additions to assets are properly authorised and recorded in the fixed asset records;

► all disposals, scrapings and asset transfers are properly authorised and recorded;

► the accounting records are an accurate reflection of the physical assets;

► fixed assets are properly safeguarded against loss or damage;

► appropriate and consistent depreciation policies are adopted which comply with group
policy and applicable local fiscal and legal requirements; and,

► fixed assets under construction are correctly recorded and commissioned in a timely
and accurate manner.

► Capitalization

As a general rule, property, plant and equipment costing above Rs. 25,000 individually, and
having an economic life of more than one year shall be capitalized.

The details / record (for example description, location, cost, accumulated depreciation etc.) for
property, plant and equipment shall be maintained in the form a Fixed Asset Register (FAR)
through assigning sequential codes as per the requirements of applicable International
Financial Reporting Standards (IFRS) and other relevant rules, laws and regulations.

Further capital expenditure policy would mean that:

► Significant capital projects shall be subject to appropriate project Management

approvals;

► All capital expenditure shall be reviewed, in the context of overall strategic direction,
before sanction and shall be subject to authorisation by the Board or approved under
budgetary controls;

► Regular monitoring of all significant capital projects shall be ensured;

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► Adequate procedures for evaluation of lease / buy decisions and for monitoring and
recording lease and hire purchase transaction shall be formulated; and,

► Supply contracts shall be awarded and controlled in accordance with approved

purchasing procedures.

► Valuation

Property, plant and equipment except leasehold land shall be stated at cost less accumulated
depreciation and any identified impairment loss. Capital work-in-progress shall be stated at
cost. Cost of the leasehold land shall be amortised using the straight line basis over the period
of the lease. Residual values and useful lives shall be reviewed, at each balance sheet date,
and adjusted if impact on depreciation is significant.

► Depreciation / Amortization:

Depreciation shall be charged to profit and loss account on straight line method. Depreciation
rates shall be reviewed annually. However, in case of assets which are utilized in connection
with capital work-in-progress, the related depreciation shall be charged to capital work-in-
progress. Depreciation on additions and deletions during the year shall be charged from the
month when asset is put into use or up to the month immediately before the month in which
the asset is disposed off, respectively.

► Maintenance and Repairs:

Maintenance and repairs shall be charged to profit and loss account as and when incurred
except where such expenses have more than 12 months of economic life. Major renewals and
improvements shall be capitalised in accordance with IAS 16 and depreciated in a manner
that represents the consumption pattern and useful lives. Minor repairs and renewals shall be
charged to profit and loss account.

► Capital Work in Process (CWIP):

Cost of CWIP shall be determined as per the requirements of applicable International

Financial Reporting Standards (IFRS) and other relevant rules, laws and regulations.

The asset shall be recognized as property, plant and equipment and transferred from CWIP to
Fixed Asset Register as per the requirements of applicable International Financial Reporting
Standards (IFRS) and other relevant rules, laws and regulations.

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► Disposal / Derecognition:

Gain or loss on disposal of assets shall be included in profit and loss account in the year in
which it is realized.

► Physical Controls:

The Company shall be responsible for implementing procedures for maintaining controls over
and the safeguarding of property, plant and equipment. Physical security measures over
facilities and authorized personnel must be established and documented. Adequate insurance
coverage over Company’s property, plant and equipment shall be maintained and monitored
regularly by the Company. Transfers of property, plant and equipment between various
locations within the Company shall be made after approval from appropriate level of authority.

► Impairment Testing

The Company shall assess at each balance sheet date whether there is any indication that
property, plant and equipment may be impaired. If such indication exists, the carrying amounts
of such assets shall be reviewed to assess whether they are recorded in excess of their
recoverable amount. Where carrying values exceed the respective recoverable amount,
assets shall be written down to their recoverable amounts and the resulting impairment charge
shall be recognised in profit and loss account.

► Intangible Assets

An intangible asset is an identifiable non-monetary asset without physical substance.

Intangible assets shall be recognised when it is probable that the expected future economic
benefits will flow to the Company and the cost of the asset can be measured reliably. Cost of
the intangible asset (i.e. computer software) includes purchase cost and directly attributable
expenses incidental to bring the asset for its intended use.

Intangible assets shall be stated at cost less accumulated amortisation and accumulated
impairment losses, if any. Amortisation shall be charged over the estimated useful life of the
asset on a systematic basis applying the straight line method.

Useful lives of intangible assets shall be reviewed, at each balance sheet date and adjusted if
the impact of amortisation is significant. The carrying amount of the intangible assets shall be
reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss shall be recognized for the
amount by which the asset’s carrying amount exceeds its recoverable amount in profit and
loss account. Reversal of impairment losses shall also be recognised in profit and loss
account, however, is restricted to the original cost of the asset.

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11. Corporate Social Responsibility and Donation Policy

A Purpose

This policy relates to the fulfillment of corporate social responsibility (CSR) commitments /
obligations through planned CSR activities and distribution of donations, charities and contributions
by the Company.

B Policy

The Company shall support social development and community services initiatives as it is essential
to our long-term sustainability. The Company shall endeavour to meet the social responsibilities to
the community by contributing towards education, healthcare, art & cultural and social projects.

The Company shall involve including but not limited, to the following CSR activities:

a) Commitment to Partners:

► Adult literacy programme; and,

► Female Empowerment.

b) Commitment to the environment:

► Energy Efficiency.

c) Commitment to society:

► Disaster relief activities.

The Company shall ear-mark an amount to be donated to charitable organizations. The amount
donated shall be approved by the Board. Ideally, the amount donated shall be a certain percentage
of after tax profit (to be decided by the Board).

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12. Delegation of Financial Powers

A Purpose

This policy sets guidelines relating to financial and other powers as per the authority matrix. The
primary objectives is to have a smooth and efficient system of operations, avoiding duplication of
efforts, decentralization of authority to a required level and allow employees to concentrate more on
their core responsibility reducing time spent on routine operational matters in a controlled and
effective manner. The Board of Directors determines Managing Director financial powers keeping in
view the operational requirements. The Managing Director is to delegate these powers to direct
reportees through appropriate financial remits.

B Policy

► The Board shall define the level of materiality, keeping in view the specific circumstances of the
Company and the recommendations of the Audit Committee of the Board;

► Based on the defined materiality level, financial powers and monetary authorities shall be
delegated to the Managing Director by the Board. All the financial powers approved by the
Board shall be reviewed on a periodic basis by the Board;

► Financial powers and other monetary authorities delegated to the Managing Director are further
delegated to the Operation Manager, Marketing Manager, Head of Human Resource, Chief
Financial Officer through Authority Matrix approved by the Managing Director;

► The authority matrix shall include but not limited to the following financial powers and monetary
authorities:

► Capital expenditures;

► Preparation and approval of Purchase Requisition;

► Preparation and approval of Purchase Order;

► Approval of payments made to suppliers; and,

► Singing of various contracts with the suppliers, dealers and service providers.

► The level of signatory authority shall depend upon the level of financial instrument / agreement
being approved, which shall be specified in the authority matrix;

► Where any specified item exceeds the level of materiality as approved by the Board of Directors
then such transaction should be authorised by the Board; and,

► General Power of Attorney given to individuals by the Board shall be subject to financial remits.

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13. Related Party Policy

A Purpose:
The policy sets out guidelines governing the transactions and dealings with related parties. Related
parties include all associated companies of Tri-pack, Directors and their family members, and key
operating Company personnel. Any relationship failing under this definition must be considered for
disclosure under the requirements of Related Party Disclosures as required by law.

A related party is a person or entity that is related to the entity that is preparing its financial
statements:

(a) A person or a close member of that person’s family is related to a reporting entity if that person:

► has control or joint control of the reporting entity;

► has significant influence over the reporting entity; or
► is a member of the key Management personnel of the reporting entity or of a parent of the
reporting entity.

(b) An entity is related to a reporting entity if any of the following conditions applies:

► The entity and the reporting entity are members of the same group (each parent, subsidiary
and fellow subsidiary is related to the others);
► One entity is an associate or joint venture of the other entity (or an associate or joint venture
of a member of a group of which the other entity is a member);
► Both entities are joint ventures of the same third party;
► One entity is a joint venture of a third entity and the other entity is an associate of the third
entity;
► The entity is a post-employment benefit plan for the benefit of employees of either the
reporting entity or an entity related to the reporting entity. If the reporting entity is itself such
a plan, the sponsoring employers are also related to the reporting entity;
► The entity is controlled or jointly controlled by a person identified in (a); and,
► A person identified in (a) has significant influence over the entity or is a member of the key
Management personnel of the entity (or of a parent of the entity).

B Policy:

► All commercial transactions between the Company and related parties shall be based on arm’s
length basis unless otherwise approved by the Board;
► The Company shall maintain a party wise record of transactions, in each financial year, entered
into with related parties in that year along with all such documents and explanations as shall
enable the ascertainment of arm’s length price of the transactions;
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► The record of all related party transactions (including exceptional transactions that are not
executed at arm’s length price) shall be placed before the Audit Committee of the Company for
review and recommendation to the Board;
► The record of all related party transaction shall also be placed before the Board of Directors at
each Board meeting for formal approval;
► The Company shall not enter into a transaction where pricing would be difficult to justify.

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14. Investor Relations Policy

A Purpose:

The purpose of this policy is to set out guidelines relating to relations with the investors /
shareholders (current and / or potential) and to provide the financial community with high
quality, accurate and prompt public information about the Company. Further it aims to inform
(current and / or potential) investors / shareholders timely and fully about developments that are
relevant to the Company and to contribute to the maintenance of good relations between the
Company and all its stakeholders.

This policy covers both material information disclosed under laws and regulations, and
information disclosed voluntarily although not required to be disclosed by law. In disclosing
information, the Company should abide by the principles of transparency, timeliness, fairness,
continuity, and confidentiality1.

B Policy:

► Information disclosure shall be centrally coordinated and handled by the organization as a

whole, with a designated individual being in charge of it. Employees shall be thoroughly
familiarized with information disclosure policy;
► The Company shall inform shareholders, investors and the market on a regular basis. This shall
be done by means of the publication of press releases containing complete financial reports on
a quarterly, half yearly and annual basis;
► The Company shall provide shareholders and other parties in the financial markets with equal
and simultaneous information about matters that may influence their decisions. Company shall
not engage in any acts that compromise the independence of analysts in relation to the
Company and vice versa;
► No discrimination in sharing of information between shareholders unless specifically authorised
under the corporate rules and statute or regulatory bodies;
► The Company shall communicate with all of its shareholders / investors and analysts through
organizing an AGM, investors briefing meeting etc.;
► In the period preceding the publication of the results of that quarter, the Company shall be in a
"closed period". During this time the Company shall not hold meetings with analysts or

1
Transparency: Disclosing information in a factual manner
Timeliness: Disclosing information promptly, without delay, following occurrences that warrant disclosure.
Fairness Ensuring information is fairly distributed to various stakeholders.
Continuity: Disclosing information in a steady, continuous manner
Confidentiality: Not providing information to third persons before information has officially been announced by
the Company.
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investors, make presentations at broker conferences, or hold discussions / conference calls
with investors and analysts; and,
► Any complain / reservation from the investors shall be considered, discussed, resolved and
communicated by appropriate level of authority in the Company;

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15. Budgetary Control Policy

A. Purpose:

This policy provides guidelines and framework for annual budget preparation, compilation,
approval and monitoring.

B. Policy:

► The Company shall prepare an annual budget in line with the vision / mission and overall
strategy of the Company, and shall be presented to the Board for its approval.

► Annual budget shall cover the following broad areas:

► Sales Budget;

► Capital Expenditure Budget;

► Human Resource Budget;

► Marketing Budget;

► Production and Procurement Budget; and,

► Gross and Net profit.

► The Board shall review the actual performance versus budget and same period last year on
periodic basis;

► The Company shall monitor their performance versus budget through sales and operation
meetings and other Management meetings on a monthly / quarterly basis, where the senior
Management shall discuss the monthly / quarterly performance and take appropriate actions
accordingly;

► All costs and expenditure shall be controlled through approved budgets under financial
remits approved by the Board / Managing Director.

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16. Whistle Blowing / Speak up Policy:

A. Purpose:

This policy sets out guidelines to encourage individuals if they believe or have discovered
malpractice or impropriety in the activities of the Company.

B. Policy

► The Company is committed to the highest standards of openness, honesty and

accountability. In line with its commitment the Company encourages employees and /or third
parties (suppliers, customers, dealers etc.) with serious concerns about any aspect of the
Company’s work to come forward and blow whistle on those concerns;

► Employees and stakeholders of the Company are encouraged to raise concerns internally on
malpractice or impropriety. These concerns may include but not be limited to the following:

► Financial malpractice or impropriety or fraud;

► Failure to comply with a legal obligation;

► Dangers to Health and Safety or the environment;

► Criminal activity;

► Improper conduct or unethical behaviour; and,

► Attempts to conceal any of these.

► All speak up shall be recorded, reviewed and where appropriate, independently investigated
and presented to the Audit Committee. Where possible, feedback shall be provided to the
employee and /or third parties raising the concern;

► All reporting shall be handled in a confidential manner. It shall be ensured at any time the
person raising the issue, if not anonymous, is not targeted or penalized for raising the matter
in all circumstances. Confidentiality shall be maintained to the fullest extent possible.

Procedure for raising concerns

► Employee should normally raise the concerns with their immediate supervisor or Head of
Department or if required with the Company Secretary. This depends, however, on the
seriousness and sensitivity of the issues involved and who is thought to be involved in the
malpractice. For example, if employee believes that Management is involved, employee
should approach the Managing Director or Internal Auditor or may communicate with the
Board member / Company Secretary / Managing Director;

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► Speak up should normally be in writing however if employee desires it may be reported
anonymously. Employees should set out the background and history of the concern, giving
names, dates and places where possible, and the reason why the employee is particularly
concerned about the situation. If employee does not feel the need to put the concern in
writing, they may call using independent telephone line or meet the appropriate officer;

► Although employee is not expected to prove the truth of an allegation, employee will need to
demonstrate to the person contacted that there are sufficient grounds for employee’s
concern. If employee makes an allegation in good faith, but it is not confirmed by the
investigation, no action will be taken against the employee. If, however, employee make
allegations that are malicious or simply with the intent to cause anger, irritation or distress,
disciplinary action may be taken against the employee with the approval of Board;

► The action taken shall depend on the nature of the speak up. The matters raised may be:

► investigated internally; or,

► referred to the 3rd party for investigation.

► In order to protect individuals, initial enquires will be made to decide whether an investigation
is appropriate and, if so, what form it should take;

► Some speak up may be resolved by agreed action without the need for investigation;

► The Managers considering the speak up shall take steps to minimize any difficulties which
employee may experience as a result of speak up. For instance, if employee is required to
give evidence in criminal or disciplinary proceedings, the Manager shall advise employee
about the procedure;

► The Company accepts that the employee needs to be assured that the matter has been
properly addressed. Thus feedback shall be provided to employee about the outcomes of
any investigations; and,

► Company Secretary or Internal Auditor shall maintain speak up records in the form of a log
and it shall be reported to Audit Committee on quarterly basis.

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17. Anti-Bribery Policy

A Purpose

The purpose of this policy is to ensure that improper payments are not made and to provide basic
guidance to employees with regard to anti-bribery laws and practices.

B Policy

► Bribery and any other form of unethical business practice shall be prohibited. Bribery not
only violates our code of conduct – it violates the law;
► Bribery of customers, business partners regulators or counter parties, even where the actual
payments are carried out by a third party such as an agent or distributor shall be prohibited.
All Company’s personnel shall conduct business in a legal and ethical manner. The
Company shall not use illegal payments, bribes, kickbacks or other questionable
inducements to influence government policy or any business transaction. The use of
Company funds or assets for any unlawful, improper or unethical purpose shall be
prohibited. All employees shall avoid making payments that may be perceived to be
improper while conducting business.

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18. Competition Policy

A Purpose

The purpose of this policy is to ensure compliance with competition law that prohibits situations
which tend to lessen, distort or eliminate competition such as actions constituting an abuse of
market dominance, competition restricting agreements and deceptive market practices.

It does not attempt to provide a detailed description of competition laws; rather it summarizes the
general principles that underline the competition laws and provides a practical overview of the rules
likely to apply in relation to:

► interactions with suppliers, distributors and/or customers;

► contacts with competitors, including in the context of a trade association;
► mergers and joint ventures; and
► companies having market power.

B Policy

► Each employee (a “relevant employee”) who has contact with customers, suppliers or
competitors or who attends trade association meetings or trade fairs in the course of their
employment, or who has Management responsibilities in respect of any relevant employee,
shall be responsible for ensuring that they:
► are familiar with the fundamental principles of competition law;
► can identify situations where competition law issues may arise; and,
► appreciates the personal and corporate consequences of non-compliance with competition
law.
► At least once every two years and, in the case of any person recruited or promoted to be a
relevant employee, within three months of taking on his or her new role, each such employee
must undertake competition law compliance training;
► Employees must seek timely advice from the respective Head of Departments if they have any
questions or concerns relating to competition law or if they are in any doubt about whether or
not it may apply. Claims of ignorance, good intentions or failure to seek timely legal advice will
not be regarded as an excuse. Disciplinary action will be taken against any employee who is
found to have violated competition law. Such disciplinary action may include dismissal and;
► It is Company policy to foster a climate where employees know that they will be supported if
they report suspicious or questionable activity to their Managers related to violation of
competition laws.
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19. Crisis Management Policy – Business Continuity

A Purpose

The purpose of this policy is to strengthen crisis Management throughout the Company. The
Company should of their own accord take independent steps to manage crisis. They should be fully
prepared so that when a crisis does occur, they can minimize damage by taking prompt action in
response. This policy applies to natural disasters, emerging infectious diseases, international and
political issues, issues in living environments2, compliance violations and misconduct, accidents,
and so forth.

B Policy

Internal procedures and guidelines on crisis Management shall be drawn up. A framework shall be
established for promptly pooling information at the Management level when a crisis occurs so that
leadership can be effectively exercised. Action should, if necessary, be taken in coordination with all
senior Management.

Efforts should be made to understand the environment in which the Company operates, identifies
and analyses the types of crises relevant to that context, and be fully prepared for any eventuality.
In responding to crises the following order of priority should be observed:

► Secure the safety of employees and their family members, neighbouring residents, and
consumers;
► Grasp the status of damage, notify society, markets, and customers, and perform early-stage
responses;
► Continue businesses at the minimal level necessary to avoid serious effects on the activities
of customers; and,
► Restore businesses as early as practicable.

2
Encompassing public safety (robbery, theft, struggles among criminal syndicates, etc.) and living environments (local
concepts of hygiene, medical conditions, etc.)
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20. Information Technology Policy

A Purpose

The purpose of this policy is to promote active, effective use of IT while ensuring appropriate
controls of the associated risks and the installation of safe, secure IT infrastructure at a reasonable
cost.

B Policy

IT strategy and planning

To ensure strategic, systematic implementation of IT investment, an IT strategy and plan should be

drawn up based on the Company’s strategy and business policies.

Standards shall be established on utilization and installation of IT facilities, and the state of
installation should be monitored in order to verify regularly that installation is conducted in
accordance with the standards.

IT investment and process Management

► Internal corporate rules or procedures on IT investment should be established, and the

investments should be decided and evaluated on that basis; and,
► Development, modification, and Management of systems should be conducted in accordance
with the prescribed procedures.

Information Security

All information relating to business operations should be treated as information assets subject to
information security. An information security policy tailored to the nature of the information should
be established and the information assets properly managed on that basis.

Management of information assets

All protected information assets should be categorized, and after analysis of the related risks,
appropriate Management methods should be established and the officers and employees
thoroughly familiarized with them.

Procedures in case of accidents

Procedures to be followed in case of accidents should be established in advance and officers and
employees thoroughly familiarized with them.

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21. Insider Trading Policy

A Purpose

The purpose of this policy is to set forth guidelines on purchase or sale of securities while in
possession of inside information.

B Policy
► No employee shall indulge in insider trading. Inside trading includes:
► transaction by an insider3, directly or indirectly, using inside information4 involving the
Company’s securities to which the inside information pertains, or use others to transact
such deals;
► transaction by any person to whom inside information has been passed or disclosed by an
insider person transacting any deal, directly or indirectly, using inside information involving
the Company’s securities to which the inside information pertains, or using others to
transact such deals;
► transaction by any other person who knows, or ought to have known under normal and
reasonable circumstances, that the information possessed and used for transacting any
deal is inside information;

3 Insider shall include, –

(a) sponsors, executive officers and directors of an issuer;
(b) sponsors, executive officers, directors and partners of a legal person or unincorporated business association, in
which the issuer holds shares or voting rights, directly or indirectly, of twenty per cent or more;
(c) sponsors, executive officers, directors and partners of a legal person or unincorporated business association who
holds, directly or indirectly, shares or voting rights of ten per cent or more in an issuer;
(d) sponsors, executive officers and directors of an organization, that has been engaged in the placement of listed
securities or the public offer of securities or the issuing and marketing of such securities, who has had access to
insider information during his employment till a period of one
year after leaving employment;
(e) any natural person holding, directly or indirectly, ten per cent or more shares of an issuer;
(f) sponsors, executive officers and directors of credit institutions in which the issuer has an account;
(g) any person obtaining inside information as part of his employment or when discharging his usual duties in an official
capacity, or in any other way relating to work performed under contract of employment or otherwise;
(h) any person obtaining inside information through unlawful means; and
(i) a spouse, lineal ascendant or descendant, partner or nominee of a person referred to in clauses (a) to (h).
4
Inside information shall include:
(a) Information which has not been made public relating, directly or indirectly, to listed securities or one or more
issuers and which, if it were made public, would be likely to have an effect on the prices of those listed securities or
on the price of related securities;
(b) in relation to derivatives on commodities or information which has not been made public, relating, directly or
indirectly, to one or more such derivatives and which are traded in accordance with accepted market
practices on those markets; or
(c) in relation to persons responsible for the execution of orders concerning listed securities, information which is
conveyed by a client to such person and related to the client’s pending orders.
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► transaction suggested or recommended by an insider to another person to engage in
dealing in Company’s securities to which the inside information possessed by the insider
person pertains, without the inside information being disclosed to the person who has dealt
in such securities.

► If employee has access to inside information, employee shall take the following steps to
preserve the confidentiality of such information:
► Do not disclose non-public information to anyone outside Company;
► Do not discuss confidential matters in public areas, elevators, hallways, restaurants,
airplanes or any place where you can be overheard;
► Do not leave confidential information on your desk, on your computer screen or in
other places where it can be read by others;
► Do not read confidential documents in public places or discard them where they can be
retrieved by others. Do not carry confidential documents in an exposed manner;
► The Company shall inform the public as soon as possible of inside information which directly
concerns the securities. However, it may delay the public disclosure of inside information in
order not to prejudice legitimate interests, provided that such delay does not mislead the
public and provided further that the Company is able to ensure the confidentiality of the
information. Decision to delay the public disclosure of inside information shall be
communicated to SECP forthwith;
► Whenever the Company or a person acting on its behalf, discloses any inside information to
any third party in the normal exercise of employment, profession or duties, complete and
effective public disclosure of that information must be made simultaneously to all
stakeholders;
► The Company shall maintain and regularly update a list of persons who have access to
inside information and provide such list to SECP whenever required;
► Employees discharging managerial responsibilities within the Company and, where
applicable, persons closely associated with them, shall notify the SECP of transactions
conducted on their own account relating to the securities of Company; and,
► All regulations in this respect shall be complied with.

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Confirmation
To:- ____________________________________________________(Insert Name)

I confirm that I have fully understood the contents of the Tri pack Code of Conduct
and significant policies.
I will comply and have complied with it at all times and I understand that failure to
do so will constitute a serious breach of my obligations to my employer.

Signature

Name:-
Staff Code:-
Designation:-
Department:-
Date:-

(Please return this signed acknowledgement to the Human Resources Department.)

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