Code of Conduct

A set of rules outlining norms, responsibilities and proper practices for individuals or groups

A codified set of ethical and governance standards adopted by a corporation

A policy statement and collection of rules guiding Directors in making decisions and conducting themselves in relation to the Company’s business

Any individual, contractor, consultant, supplier, or business partner engaged with FCCL who has obligations to adhere to this Code of Conduct in dealings related to the Company

A separate policy integrated with the Code of Conduct, providing detailed procedures for reporting, investigating and resolving complaints related to harassment or discrimination

A separate Whistle Blowing Policy of FCCL provide mechanism for designated reporting channels that enable employees and other relevant stakeholders to report concerns about misconduct, ethical violations or activities not aligned with FCCL’s values, with confidentiality and protection against retaliation

Corporate initiatives and responsibilities relating to Environmental, Social, and Governance standards, including sustainability, resource conservation, occupational health and safety, fair labor practices, human rights and ethical supply chain management.

1. Truthfulness, fairness, transparency and act with the highest standards of ethics, integrity and dignity in all our dealings.
2. Prohibiting bribery, facilitation payments and the offering or acceptance of gifts or hospitality that compromise the Company’s interests, as these constitute irregularities.

1. Valuing every individual by treating colleagues, partners and stakeholders with dignity, fairness and mutual respect.
2. Promoting an inclusive workplace that is free from harassment, bullying, or discrimination based on gender, religion, ethnicity, differently-abled individuals or any other factor.
3. Ensuring zero tolerance for sexual harassment, which is strictly prohibited and subject to disciplinary action in accordance with the law. A separate Anti-Harassment Policy exists to provide detailed procedures for reporting, investigating and resolving complaints. The said Policy is considered as an integral part of the FCCL Code of Conduct.
4. Fostering a culture of collaboration and recognizing that success cannot be achieved by any one of us acting alone.

1. FCCL maintains a zero-tolerance approach to corruption and financial crimes in all forms, whether direct or indirect. We must never: –
   • Offer, give, solicit or accept bribes, kickbacks, facilitation payments or improper gifts.
   • Use Company funds or assets for corrupt or unlawful purposes.
   • Engage in fraudulent, deceptive or unethical practices to secure business advantage.
   • Participate in or facilitate money laundering or financing of unlawful activities.
2. All business dealings must be transparent, properly recorded and open to audit. Any suspected violation of anti-Bribery or anti-corruption or anti-money laundering principles must be reported immediately through designated reporting channels.

1. Respecting internationally recognized human rights, including the principles of the Universal Declaration of Human Rights (UDHR) and relevant ILO conventions.
2. Prohibiting all forms of slavery, human trafficking, child labour, bonded labour, forced or compulsory labour, including practices that limit freedom of choice or movement across all operations and supply chain.
3. Ensuring fair, safe and dignified working conditions, with freely agreed contracts, lawful wages and respect for individual rights.
4. Providing accessible grievance and reporting mechanisms without fear of retaliation.

1. Ensuring compliance with all applicable laws, rules and regulations of Pakistan, including the Companies Act, 2017 and SECP regulations.
2. Conducting all Company operations in line with applicable laws, regulations and the highest ethical standards.
3. Cooperating fully with local, national and international authorities; thereby strengthening our corporate values and integrity.

1. Confidential Information. We are committed to protecting the Company’s confidential and proprietary information. All individuals associated with the Company must safeguard non-public information acquired in the course of their duties and ensure it is not disclosed or used for personal benefit. This responsibility extends to material non-public information, including restrictions on trading in Company shares, and continues even after leaving the Company.
2. Responsible Communication. Individuals must exercise caution when using any public communication platform including social media.

The Company entrusts its Directors, employees and all associates with significant responsibilities related to the use of resources. Any misuse or misappropriation of Company assets, funds or authority is strictly prohibited and will be treated as a serious violation of this Code. All Company property including office supplies, production equipment, IT systems, email, internet and social media must be used solely for legitimate business purposes and never for personal, illegal or unethical activities.  FCCL encourage the adoption of ‘speak up’ mechanisms which enable employees and other relevant stakeholders to report concerns about any misconduct or actions that are not aligned to the Company’s values.

We strive for continuous improvement and innovation, aiming to achieve the highest standards of performance.

The Company is committed to conducting its business in accordance with applicable laws, rules and regulations issued by regulatory authorities, while adhering to the highest standards of ethics, professionalism and accountability. The Board of Directors has adopted the Code as a testimony of its commitment to integrity, honesty, loyalty, transparency and avoidance of conflict of interest. This Section:

1. Provides guiding principles to Directors for discharging their fiduciary responsibilities.
2. Highlights areas of ethical risk and establishes standards for proper conduct.
3. Ensures alignment with the Companies Act, 2017, Companies (Code of Corporate Governance) Regulations, 2019 and other applicable regulations.
4. Reinforces FCCL’s culture of responsibility, sustainability and trust.
5. Disclose all directorships and memberships in other Companies at the time of appointment and on an annual basis.
6. Abstain from participating in Board deliberations where aconflict of interest exists.
7. Notify the Company Secretary of any transactions involving FCCL shares by themselves or their spouses with full disclosure of details.

1. Avoid circumstances of actual or perceived conflict of interest and promptly disclose such instances to the Board.
2. Refrain from exploiting Company property, information or position for personal benefit, unless explicitly authorized by the Board.
3. Refrain from making public statements that adversely affect the reputation of the Company or its relations with stakeholders.
4. Avoid accepting gifts, favors or preferential treatment that could influence or appear to influence business judgment(s).
5. Be open to feedback and where applicable, make improvements based upon that feedback.
6. Promote diversity of thought by being open to differing ideas and views.

1. Directors shall disclose any personal or financial interest that may be in conflict or appear to be in conflict with the interests of the Company.
2. No Directors shall use their position for personal gain or influence decisions for the benefit of themselves or their family members.

Directors, having access to price-sensitive information, shall not directly or indirectly trade in FCCL shares during closed periods or misuse such information for personal advantage.

1. Directors shall refrain from any illegal or corrupt practices, including misuse or misappropriation of Company assets or funds.
2. Any act undermining the fiduciary trust placed in a Director shall be treated as a serious violation of this Code.

1. Directors shall promote transparency, accuracy and accountability in all communications with regulators, shareholders and other stakeholders.
2. Communicate with stakeholders in a straightforward and accessible manner, providing proactive, relevant and timely information.
3. Courtesy, professionalism and respect must be upheld in all official dealings.

1. FCCL Directors shall actively support the Company’s commitment to environmental sustainability and social responsibility.
2. They shall oversee initiatives to reduce emissions, conserve resources and adopt energy-efficient and environmentally responsible practices.
3. Directors shall ensure strict compliance with occupational health and safety standards.
4. The Board shall promote fair labor practices, respect for human rights, and ethical supply chain management.
5. Directors shall oversee transparent ESG disclosures and align with global sustainability reporting frameworks.

1. The Board shall monitor compliance with this Code on an annual basis.
2. Any breach of the Code shall be reported to the Chairperson Audit Committee, who will initiate action in accordance with applicable laws and Company policies.
3. Directors shall annually sign a declaration affirming compliance with this Code.

Every employee is responsible for upholding corporate ethics and they must: –

1. 1. Know and follow this Code in letter and spirit.
   2. Comply with professional obligations.
   3. Take responsibility for their own conduct.
   4. Report violations of this Code through appropriate channel(s).

Employees must maintain accurate, honest and complete work records. Company documents and records are part of the Company’s assets and employees are charged with maintaining their accuracy and safety. Employees are required to use excellent record-management skills by recording information accurately and honestly and retaining records as long as necessary to meet business objectives and government regulations. Financial records must accurately reflect all financial transactions of the Company. No false, artificial or misleading entries shall be made in the books and records of the Company for any reason.

Employees must avoid situations where personal interests interfere or appear to interfere with Company duties. Outside employment, financial interests in competitors or misuse of position for personal benefit are prohibited.

We all are responsible for maintaining a safe workplace by following safety and health rules and practices. We are responsible for immediately reporting accidents, injuries and unsafe equipment, practices or conditions to a supervisor or other designated person. We are committed to keep our workplace free from hazards. We are equally committed to environmental responsibility, reducing our ecological footprint and complying with all environmental protection laws and regulations, where applicable.

Our quality policy is an integral part of our business philosophy and we are committed to providing total customer satisfaction. We are committed to the public for the supply of best quality cement that fully conforms to the specifications and meets the customers’ needs and expectations.

Company’s reputation and identity are among the Company’s most valuable assets. As part of keeping and furthering the corporate image, we believe in conducting business legally, morally and ethically and in sharing the success that business brings. All employees, particularly those in management, are expected to conduct themselves in a manner that reflects positively on the Company’s image and identity, both internally and externally. No one should act in a way or make any statement that adversely affects the reputation or image of the Company within employees, customers or the community at large. Employees must exercise caution when using social media and ensure their personal statements do not harm FCCL’s reputation. Sharing unverified information, hearsay or opinions that may mislead, spread misinformation or negatively affect the Company’s reputation and stakeholders is strictly prohibited.

Employees should support the Company’s ESG initiatives and sustainable practices.

Employees must deal fairly with all stakeholders. FCCL expects contractors, suppliers and business partners to uphold equivalent ethical standards. Employees should act in the best interest of FCCL and maintain fair and transparent interactions with all stakeholders

Violation of this Code may result in disciplinary action, including termination and legal action. Employees are encouraged to report concerns through designated reporting channels, including whistleblowing mechanisms, with assurance of confidentiality and protection against retaliation

This Code of Conduct shall be disseminated in both English and Urdu and displayed at conspicuous locations within Company premises to ensure awareness among all in line with Code of Corporate Governance rule 10 (4) (xvi) (d).

Employees, Directors and all associates are accountable for adherence to the Code. Breaches may result in disciplinary or legal action.

The Board of Directors will approve the Code after recommendation from Audit Committee.

The Code shall be reviewed once in three years by the Board or earlier if deemed necessary to ensure ongoing alignment with applicable laws, governance standards and best practices.

1. Annexure A. Directors’ Acknowledgement Form.
2. Annexure B. Employees Acknowledgement Form.
3. Annexure C. Acknowledgment by Contractors/ Third Parties.