The Company is committed to protecting its interests and the interests of its clients and all related parties by ensuring transparency and integrity in all dealings. The Conflict of Interest Policy aims to define and clarify the procedures that must be followed in the event of a conflict between the personal, family, or professional interests of related parties and the interests of the Company, in a manner that ensures fairness and compliance with the laws and regulations applicable in the Kingdom of Saudi Arabia.
For the purposes of this Policy, the following words and expressions shall have the meanings set forth below, unless the context requires otherwise:
The Company / Sahem: Sahem Financial Platform Company.
The Platform: Sahem Platform for financing real estate projects and issuing debt instruments (Sukuk).
The Policy: The Conflict of Interest and Disclosure Policy of Sahem Financial Platform Company.
The Authority: The Capital Market Authority in the Kingdom of Saudi Arabia.
Real Estate Developer: The real estate company developing the projects listed within the real estate funds whose opportunities are offered on the Platform.
Investor: A natural or legal person who invests in investment opportunities offered through Sahem Financial Platform.
Conflict of Interest: Situations in which a person has, or may have, a direct or indirect interest or relationship with a matter under consideration, such that such interest or relationship affects the person’s neutrality or independence in decision-making.
Debt Instruments (Sukuk): Financial instruments issued by financing companies to fund their projects or investment activities, in accordance with Islamic Sharia principles and relevant regulatory standards.
Concerned Persons: Include the Company’s owners, Board members, senior executives, employees, and any other parties with a direct or indirect interest in the Company.
Major Shareholders: Any natural or legal person who owns five percent (5%) or more of the shares or voting rights of Sahem Financial Platform Company.
Platform Management: The team responsible for operating and managing the Sahem Platform for financing real estate projects and issuing debt instruments (Sukuk), including operational and regulatory activities.
Purpose of the Policy
The purpose of this Policy is to set out the policies and procedures governing conflicts of interest for the Company’s owners, Board of Directors, senior executives, employees, and other stakeholders as required (collectively referred to in this Policy as the “Concerned Persons”). This Policy also aims to assist the Concerned Persons in addressing conflict-of-interest situations in accordance with legal and regulatory requirements and in line with the principles of accountability and transparency applied by the Company in its operations.
Objectives
This Policy aims to enable the Platform to achieve the highest standards of transparency, enhance user confidence, and limit conflicts of interest in the Company’s and the Platform’s activities by regulating the Company’s dealings with related parties.
The Platform seeks to restrict the use of the Platform’s and the Company’s resources and assets to the maximum extent that ensures the effective achievement of its mission and objectives and to disclose any conflicts between the personal interests of related parties and the interests of the Platform.
The Platform aims to eliminate and limit conflicts of interest to the maximum reasonable extent in all transactions with users and related parties, in accordance with the Companies Law, Capital Market Authority regulations, and all relevant laws and instructions.
Scope of Application
This Policy supplements—without replacing—the laws and regulations in force in the Kingdom of Saudi Arabia governing conflicts of interest, in addition to the Company’s Articles of Association, Corporate Governance Regulations, Real Estate Investment Funds Regulations, and Investment Funds Regulations. The provisions of this Policy apply to all related parties, including, but not limited to, the following Concerned Persons:
Platform managers and its senior employees and executives.
Members of the Company’s Board of Directors or any of its subsidiaries and their relatives.
Senior executives of the Company or any of its subsidiaries and their relatives.
Companies owned by, or in which any Board member, senior executive of the Platform, or their relatives are partners, Board members, senior executives, or own five percent (5%) or more of their capital or shares, or exercise direct or indirect influence over their decisions.
Any person who influences the Company’s decisions, Board members, or senior executives of the Platform through advice or guidance, except for professional advice provided by licensed persons.
Auditors and consultants of the Company.
Members of investment committees of funds.
Fund managers.
Real estate developers.
Other stakeholders, as required by the circumstances.
Definition of Conflict of Interest
A conflict of interest refers to any situation in which the personal, family, or professional interests of a related party conflict with the Company’s interests or may affect the neutrality and objectivity of their decisions. Actual or potential conflicts of interest include, by way of example, the following:
a) Making decisions or taking actions that achieve a direct or indirect personal benefit at the expense of the Company’s interests.
b) Exploiting position or authority to achieve personal gains.
c) Participation of related parties in any activities competing with the Company.
d) Receiving any unjustified benefits, gifts, or payments from parties related to the Company.
Sahem acknowledges and respects the fact that the Concerned Persons may have personal interests and the right to participate in various activities, provided that such participation does not in any way conflict with the Company’s public interests.
The Concerned Persons and Sahem Financial Platform Company undertake to prioritize the Company’s interests in the event of conflicts of interest and to refrain from influencing Company decisions in any matter that may result in a potential conflict, including abstaining from voting on any decision or matter subject to a potential conflict.
The Concerned Persons are also obligated to disclose any conflict of interest arising from their relationship with the Company in accordance with the disclosure methods and procedures specified in this Policy and the applicable laws and regulations in the Kingdom of Saudi Arabia.
Cases of Conflict of Interest
This Policy applies to situations in which a person has, or may have, authority over a matter in which they have a direct or indirect interest or relationship, regardless of the decision taken.
Any interest or relationship that may lead, or give the impression under normal circumstances, that it has prevented a person from acting or expressing an opinion with independence, objectivity, and neutrality shall constitute a conflict of interest.
The occurrence or suspicion of exploitation of the Company’s assets, information, opportunities, or the Platform’s database, regardless of whether the Company intends to benefit from such assets, information, opportunities, or database.
Conflict-of-interest situations include, but are not limited to, the following:
Establishing a company or sole proprietorship, or owning shares or equity in another company or entity engaged in activities similar to those of the Company or its group.
Accepting Board membership, employment, or management of a company competing with the Company or the Platform.
Joining, subscribing, or investing in any form in a company that deals with the Company or the Platform.
Making or influencing a decision to list an investment opportunity without objective criteria for the purpose of achieving a benefit for any party over the interests of the Company or the Platform, such as exempting a user from fees, reducing fees, or being lenient with respect to a material condition.
Obtaining a direct or indirect personal gain, facilitation, loan, credit, or profit that would not have been obtained but for the individual’s position in the Company or the Platform.
Obtaining a position, benefit, facilitation, or direct or indirect advantage from a user in exchange for facilitating a step, procedure, condition, opinion, consultation, advice, or unlawfully disclosed information.
Using one’s position at Sahem, or information or business opportunities obtained during employment, to achieve personal benefits or benefits for a third party.
Making a decision or entering into a transaction or purchase for the benefit of a company in which the person has an interest.
An employee and/or their relatives performing work for suppliers, subcontractors, or competitors.
When any Concerned Person, or a member of their family, receives unlawful personal benefits due to their position at Sahem.
When a Concerned Person (such as a Board member) receives financial consideration in exchange for providing consulting services to another company competing with the Company, where such company’s activities are similar to one of Sahem’s main activities.
Holding administrative positions or Board memberships in companies providing services to the Company, such as due diligence or financial audit services.
Issuing recommendations or making investment decisions serving personal or family interests instead of focusing on clients’ interests and investment objectives.
Using Company assets or internal information to achieve personal gains or for purposes that do not serve the interests of the Company or its clients.
Management of Conflicts of Interest
In the event of any conflict of interest, the following steps must be taken:
a) Disclosure
Related parties must disclose actual or potential conflicts of interest to the Company immediately upon discovery.
The Company shall disclose material cases to the public through the website after review.
b) Assessment
The Company’s Audit Committee shall review the conflict-of-interest case and assess its potential impact.
c) Corrective Measures
The Platform shall take the necessary measures to address the conflict, such as excluding the concerned party from relevant decision-making.
Amending or canceling decisions resulting from the conflict of interest.
d) Reporting
Relevant regulatory authorities (such as the Capital Market Authority) shall be notified if the conflict has a significant impact on operations or clients.