Article (11): Confidential Information
11.1. Information shall be considered to be confidential if it affects the Company’s business and is not required to be disclosed pursuant to the relevant laws and regulations.
11.2. The Company shall take all necessary steps and actions to protect its trade secrets and confidential information.
11.3. Confidential information shall be made exclusively available to the following persons:
a) Members of the Board of Directors;
b) The CEO;
c) The CFO; and
d) The Legal Counsel of the Company.
11.4. The CEO of the Company shall have the right to amend the list of persons, other than the Board members, who have access to confidential information.
11.5. Persons having access to confidential information shall not use such information for their personal interest, nor shall they disclose such information to third parties, failing which, such persons shall be held liable for the breach of this provision.
11.6. Persons who have illegally acquired information relating to the Company’s trade secrets or confidential information shall compensate the Company for any losses incurred as a result thereof.
11.7. The following are examples of confidential information or trade secrets:
a) The Company’s investment opportunities and the studies carried out for such purpose.
b) The contracts and agreements which are the subject matter of negotiation, with the requirement to subsequently comply with the disclosure requirements of the Registration and Listing Rules and the Law.
c) Secrets of production related to the Company products or services.
d) The detailed information relating to the cost of the Company’s products or services.
Article (12): Insider Information
12.1. Insider information is any information which is not available to the public and which relate to the Company’s activities and its shares, and which, if disclosed, may materially affect the market value of the Company’s shares. Information that meets the following criteria shall be considered insider information:
a) Information that directly relates to the Company,and their shares;
b) Information of a specific nature;
c) Any information that is classified as not being public; and
d) Information that, if published, might significantly affect the market value of any of the Company's shares.
12.2. Any individual who has access to review internal information pursuant to any legal judgment, job description or other internal Company policy, shall be deemed an insider.
12.3. The following persons shall be considered insiders:
a) Members of the Board and any other corporate executives or persons involved in the internal control of the Company.
b) Persons employed by the Company or pursuant to their job descriptions, have access to insider information.
c) Persons appointed by governmental or supervisory authorities.
12.4. Insiders shall be prohibited from disclosing insider information or from discussing the same.
12.5. The Board shall adopt procedures for the disclosure and use of insider information.
12.6. The CEO shall be responsible for ensuring compliance with applicable laws and any requirements provided for in Bylaws and other internal control documents to prevent conflicts of interest within the Company and to prevent the improper use of insider information by the employees and business units of the Company.