PIONEER INSURANCE COMPANY LIMITED

Code of Conduct for the Chairperson, Board Members, and CEO (2019)

1. Title and Commencement

1. This Code may be called the Code of Conduct for the Chairperson, other Board Members and Chief Executive Officer of Pioneer Insurance Company Limited (PICL), 2019.

2. It shall come into force immediately.

2. Definitions

The terms used in this Code carry the same meanings as defined or stated in the relevant laws and the Articles of Association of Pioneer Insurance Company Limited.
Provided that in case of insufficiency, interpretation may be guided by the General Clauses Act, 1897 and clarified by the Board of Directors.

Code of Conduct for the Chairperson

A Chairperson, either shareholder or independent, appointed by the Board of Directors for a specific term following the Company's Annual General Meeting, is responsible for the conduct mentioned in relevant laws and Articles of Association. The following supplementary items shall apply:

A. Behavior

• Behave professionally, courteously, and respectfully; avoid taking improper advantage of position.

• Refrain from discriminatory practices based on race, color, sex, age, religion, ethnicity, or other unlawful considerations.

• Maintain the highest standards of integrity and probity.

B. Business

• Listen to issues raised in Board meetings, weigh pros and cons, and decide in the company’s interest.

• Encourage CSR initiatives and environmentally positive efforts.

• Provide the Board with regular updates on significant issues (via CEO if needed).

• Organize efficient and effective Board meetings.

• Ensure compliance with governance policies and relevant laws.

• Ensure the Board meets quarterly at minimum.

C. Conflict of Interest

• Disclose any conflict of interest to the Board.

• Review and resolve conflicts involving Directors or the CEO.

D. Coordination

• Act as liaison between management and Board, and spokesperson of the Company.

• Coordinate with the CEO to ensure well-prepared Board discussions.

• Work closely with Directors and Committee Heads to align efforts.

• Keep CEO aware of shareholder concerns.

• Collaborate with the CEO effectively.

E. Trading of Shares

• Prevent misuse of insider/price-sensitive information for investment gain.

F. Confidentiality

• Maintain confidentiality of privileged information.

• Avoid disclosing company secrets or internal strategies to the media or third parties unless beneficial to the Company.

• Clarify when speaking in a personal capacity.

• Avoid spreading false or misleading information about the company or its people.

Code of Conduct for the Directors

A Director, either shareholder or independent, appointed for a specific term is responsible for the following:

A. Behaviour

• Exhibit professional, respectful, and ethical behavior.

• Avoid any form of discrimination.

• Uphold integrity and probity.

B. Accountability

• Use company property solely for company interests.

• Remain available during times of crisis.

C. Conflict of Interest

• Disclose personal conflicts to management or Board, and refrain from decision-making in such cases.

D. Business

• Fulfill fiduciary responsibilities diligently.

• Perform duties with honesty and fairness, per Board decisions.

• Contribute actively in Board discussions.

• Respect Boardroom confidentiality; publicly support Board decisions.

• Avoid unlawful or harmful actions.

• Commit time and energy for company improvement.

• Keep knowledge updated through inductions and learning.

E. Trading of Shares

• Consult Chairperson before trading in company shares if unsure of compliance obligations.

F. Confidentiality

• Keep confidential information secure.

• Avoid sharing sensitive data with outside entities unless Board-approved.

• Identify when speaking personally.

• Refrain from disseminating misleading information.

Code of Conduct for the Managing Director / CEO

The Managing Director and CEO, as an employee of the company, must act in accordance with their employment contract and this Code:

A. Behaviour

• Behave respectfully and professionally.

• Ensure Board independence and effectiveness.

• Clarify expectations aligned with company mission, values, and risk.

• Communicate openly with Board and maintain objectivity.

• Collaborate on Board and AGM agendas with the Chairperson.

B. Proactive Leadership

• Lead administratively in line with company mission and vision.

• Foster team spirit in management.

C. Accountability

• Use company property responsibly.

• Participate during crises.

• Report Code violations to the Chairperson.

D. Business Conduct

• Manage and monitor execution of annual plans.

• Implement Board policies and strategies effectively.

• Ensure full legal and regulatory compliance.

• Assist in setting agendas when needed.

• Provide accurate data to Board and Committees.

• Regularly update Chairperson on vital matters.

• Seek Board approval for actions outside delegated powers.

• Seek advice from Board when needed.

• File timely reports with regulators.

• Oversee institutional and HR development plans.

• Develop and monitor forecasts and financial performance.

• Engage in CSR and environmental efforts where beneficial.

E. Dealing and Insider Trading

• Be fair with stakeholders including employees and competitors.

• Manage business risks proactively.

• Prevent insider trading and misuse of sensitive information.

F. Conflict of Interest

• Disclose conflicts to the Chairperson and refrain from participation in related decisions.

G. Internal Communication

• Represent management in Board meetings.

• Relay Board directives to staff promptly.

H. Confidentiality

• Keep all sensitive and strategic information confidential.

• Avoid spreading false information about the company or individuals.

6. Contravention of this Code

Violation of this Code shall be treated as misconduct and may result in suspension or removal from responsibilities as determined by the Board of Directors.

7. Derogation from Law

Nothing in this Code shall override existing laws or official directives currently in force regarding the conduct of individuals.