This entire policy, including the Statement of Principles and its Interpretations, is intended to be a Code of Ethics.

Transparent Hands is highly ethical company and will comply with all laws applicable to its operations. In addition, Transparent Hands has an obligation to its investors and other stakeholders to make certain that the actions of its officers, directors and employees are above reproach and suspicion. Therefore, Transparent Hands has adopted the following Statement of Principles (SOP).

Transparent Hands Statement of Principles:

• We are a highly ethical company and comply with all applicable laws in letter and in spirit even when/where others depart. This Principle applies to the conduct of all directors, officers, employees and consultants of Transparent Hands and its Business Segments, anywhere in the world.
• We employ an ethical, caring work force who is focusing on improving the well-being of their neighbors. We respect its differences and applaud its positive effects on the company.
• We value our customers including hospitals and health care systems, donors and recipients by understanding their needs and building a highly secure platform that mutually serves the benefits of all involved.
• We are steadfast on ensuring all monetary transactions facilitated by our secure platform have reliable sources and destinations will full oversight by authorized Transparent Hands employees. It is our full intent to protect against any aspect of fraud, money laundering, any suspicious activity of any kind related to terrorist activity or any other unlawful activity.
• We have specifically defined the Patient Profile requirements in (Interpretations, number 7 below).
• We want to grow with our customers, have a business relationship based on honesty, trust and respect.
• We respect the privacy and innate human dignity of all people. We treat all persons with dignity and respect and endeavor to provide a work environment consistent with this Principle. Harassment of any type is inconsistent with this Principle and is not tolerated.
• We do not discriminate in the hiring, discharge, compensation, promotion or benefits offered to any employee or applicant on the basis of race, sex, religion, age, disability, sexual orientation, or any other basis. We treat all qualified people equally.
• We conduct our business in compliance with the laws of Pakistan and other antitrust and similar laws that apply to our global operations. We will encourage fair competition in the marketplace for our products.
• We want employees who are honest, trustworthy, hardworking, and completely committed to the application of our Statement of Principles and to our success (financial and otherwise) as a business enterprise.
• Within the context of varied social systems where we do business, we strive to:
  • improve the overall lives of our employees as whole persons.
  • influence progress in local social conditions whether only in the context of our own operations or, if reasonably possible, more broadly.
• We prefer to do business with companies, agents and vendors, who endorse Transparent Hands Statement of Principles.

Appointment of Ethics Officer

The SOP is the responsibility of Transparent Hands’ Ethics Officer who shall be appointed by, and report to, Transparent Hands Chief Executive Officer. The Ethics Officer is responsible for the administration and implementation of the SOP, including the periodic training of employees regarding the interpretation of the SOP. He/she is authorized to retain professional advisers in furtherance of these objectives and Transparent Hands will make sufficient resources available to the Ethics Officer to accomplish his/her goals. The Ethics Officer will deliver a report at least annually to the Board of Directors concerning the SOP.

Interpretations

Transparent Hands has interpreted the SOP to prohibit and/or require certain standards of conduct. Certain of these interpretations are listed below. This is by no means an all-inclusive list. Any questions regarding what is required or prohibited by the SOP should be immediately discussed with the Ethics Officer on a confidential basis.

• Conflicts of Interest; Prohibition in Self-Dealing: We interpret our SOP to embrace the duties of loyalty and fairness on the part of our employees to the Company. Therefore, our SOP prohibits conflicts of interest and/or self-dealing between any employee and Transparent Hands. No employee may retain for him or herself an opportunity that is available to Transparent Hands. Any such financial interest must be disclosed to the Ethics Officer and any conflict of interest, self-dealing or corporate opportunity involving an employee must be disclosed to the CEO who will, in turn, bring this matter to the attention to the Board of Directors. A conflict of interest, or self-dealing or personal use of a corporate opportunity may be waived only by Transparent Hands Board of Directors and any such waiver will be promptly disclosed to Transparent Hands’s shareholders. A "financial interest" includes any direct or indirect ownership, any debtor-lender relationship, any employment, managerial or partnership relationship and any consulting or agency relationship, by an employee or member of his/her immediate family and any related trust or estate in which the employee has a fiduciary capacity, in any case with an entity with which Transparent Hands does business, irrespective of materiality except as set forth in the next sentence. "Corporate opportunity" includes financial benefits available to the Company which are instead taken by an employee (e.g., IPO stock allocations; purchase of property which could have been purchased by the Company). If an employee has any questions about whether or not any activity or interest may appear to be improper, or may meet the definitions of this paragraph, the employee should check with the Ethics Officer before engaging in the activity or interest.
• Political Contributions: Our Statement of Principles is interpreted to mean that no political contribution of corporate funds or property shall be made, directly or indirectly, by Transparent Hands to any candidate or political party anywhere in the world, and no unlawful or questionable contribution or payment by or on behalf of Transparent Hands shall be made, directly or indirectly, to or for the benefit of any official or employee or entity of any government anywhere in the world. Among other things, this prohibition applies to direct or indirect contributions or payments consisting of:
  • Cash, gifts in kind, subscriptions, memberships, loans, advances, deposits, purchase of tickets, purchase of advertising space on behalf of a third party, furnishing of supplies and payment of expenses on behalf of a third party
  • Furnishing services of employees or performing services
  • The use of any of Transparent Hands property
  • Undercharging for services or materials sold or leased

  The restrictions set forth above relate only to the use of Transparent Hands funds or property and in no way are intended to discourage directors, officers, employees or agents from voluntarily making personal contributions from their own funds or property to candidates, political parties or political organizations of their own free choice. Exceptions to this general policy may be made only on the written authorization of the Chief Executive Officer of Transparent Hands after he has determined that such payment or contribution is not contrary to the ethical standards of Transparent Hands and he has obtained a written legal opinion approved by General Counsel that such contributions are lawful and not questionable.

• Bribes, Kickbacks, Under the Table Payments, Rebates, Discounts, and Other Promotional Activities: Our Statement of Principles is interpreted to mean that no director, officer, employee or agent of Transparent Hands shall, directly or indirectly, to or with any person, whether or not an agent or employee of a current or prospective purchaser or supplier, undertake any of the actions set forth below for the purpose of inducing such person to use his influence (whether real or perceived) to extend preferential treatment to Transparent Hands, any of its subsidiaries or employees to cause the purchase or sale of products or services:
  • Make or approve payments.
  • Provide gratuities or other emoluments.
  • Enter into any type of arrangement, formal or informal, to the effect that Transparent Hands or any of its subsidiaries will make or receive payments, gratuities or other.
  • Pay or receive any rebates, kickbacks, unlawful discounts or other one-of-a-kind promotional allowances.
• Irregular Accounting Practices: Our Statement of Principles is interpreted to require strict adherence to Transparent Hands prescribed internal accounting policies, practices, controls, and procedures which have been devised as to provide reasonable assurances that transactions have been executed in accordance with management's general or specific authorization. (See Policy No. 4 relating to "Financial Controls, Records and Reporting"). Our accounting records must always reflect accurately and complete transactions that have occurred so as to permit the preparation of financial statements in accordance with generally accepted accounting principles and to maintain accountability for all assets. All irregular accounting practices are specifically prohibited. By way of example, prohibited irregular accounting practices include the following:
  • "Off-book" accounts and "slush funds".
  • False entries in Transparent Hands books, records and supporting documents of any nature.
  • Overbilling arrangements.
  • Payments for goods or services in excess of fair market value in exchange for purchases by our customer of goods or services from Transparent Hands ("Round tripping").
  • Payments made with the understanding that part or all of the payment is to be used for purposes other than described by the documents supporting the payment.
  • Use of Special Purpose Entities to move liabilities off of the balance sheet.

  It is Transparent Hands policy to keep books, records and accounts which in reasonable detail accurately and fairly reflect the transactions and disposition of all of Transparent Hands assets, and to make full, fair, accurate, timely and understandable disclosure in reports and documents filed.

• Confidentiality: Our Statement of Principles is interpreted to require all employees, officers and directors of Transparent Hands to maintain the confidentiality of information entrusted to them by Transparent Hands or its customers, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to Transparent Hands or its customers if disclosed.
• Protection and Proper Use of Company Assets: Our Statement of Principles is interpreted to require all employees, officers and directors of Transparent Hands to protect Transparent Hands assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on Transparent Hands profitability. All company assets should be used for legitimate business purposes.
• Patient Profiles and Restrictions: Any patient participating in the Transparent Hands program must be approved by a medically trained Transparent Hands resource. The Transparent Hands resource will ensure the patient is in need of financial support and has a medical need the hospital is addressing. This may be a patient suffering from a chronic condition such as cancer, or it may be a one-time event that results in a significant charge that is financially restrictive to the patient.

General Rules:

• Applicability of Policy: This policy statement is applicable to all directors, officers and employees of Transparent Hands and its business segments, and the word "Transparent Hands" shall include all units within each business segment.
• Disclosure of Knowledge of a Prohibited Act: Any director, officer, employee or agent having information or knowledge of prohibited acts shall report the matter at once to the Ethics Officer and/or to the Board of Directors of Transparent Hands.
• Questions Relating to Policy: Anyone who has any question whatsoever regarding this Policy or its application should review the matter with the Ethics Officer.
• Administration: This policy will be administered and enforced by the Chief Executive Officer. Each employee is required to observe the policy and to report possible violations.
• Disciplinary Action: Anyone who violates the prohibitions set forth in this policy will be subject to disciplinary action including, as appropriate, suspension or termination of employment. These provisions do not waive Transparent Hands right to take legal action against individuals in appropriate situations.

Note: TRANSPARENT HANDS IS AN INDEPENDENT BODY AND IS NOT A PART/SUBSIDIARY OF ANY COMPANY EITHER IN PAKISTAN OR ABROAD.